Hyatt Hotels Corp (Form: S-1, Received: 08/05/2009 17:13:34)

No Exercise

Full Exercise

As filed with the Securities and Exchange Commission on August 5, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HYATT HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

7011

20-1480589

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

(312) 750-1234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark S. Hoplamazian

President and Chief Executive Officer

Hyatt Hotels Corporation

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

(312) 750-1234

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Michael A. Pucker, Esq.

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

233 S. Wacker Drive, Suite 5800

Chicago, Illinois 60606

(312) 876-7700

Harmit J. Singh

Chief Financial Officer

Hyatt Hotels Corporation

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

(312) 750-1234

Andrew J. Pitts, Esq.

Craig F. Arcella, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A Common Stock, par value $0.01 per share	$1,150,000,000	$64,170

(1)	Includes additional shares that the underwriters have the option to purchase. See “Underwriting.”

(2)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the Securities Act).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated August 5, 2009.

LOGO

Hyatt Hotels Corporation

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Hyatt Hotels Corporation.

Hyatt Hotels Corporation is offering shares of Class A common stock to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional shares of Class A common stock. Hyatt Hotels Corporation will not receive any of the proceeds from the sale of the shares of Class A common stock by the selling stockholders.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . Hyatt Hotels Corporation intends to list the Class A common stock on the New York Stock Exchange under the symbol “H.”

Following this offering, Hyatt Hotels Corporation will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. The Class A common stock is entitled to one vote per share. The Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time into one share of Class A common stock.

See “ Risk Factors ” beginning on page 13 to read about factors you should consider before buying shares of the Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Hyatt Hotels Corporation	$	$
Proceeds, before expenses, to the selling stockholders	$	$

If the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares of Class A common stock from certain existing stockholders at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2009.


Goldman, Sachs & Co.
Deutsche Bank Securities				J.P. Morgan

Prospectus dated , 2009.

LOGO

TERMS USED IN THIS PROSPECTUS

As used in this prospectus, the term “Pritzker family business interests” means (1) various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2) various trusts for the benefit of the individuals described in clause (1) and trustees thereof; and (3) various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1) and (2).

As used in this prospectus, the term “properties” refers to hotels that we manage, franchise or own and our residential and vacation ownership units that we develop, sell and manage. “Hyatt-branded” refers to properties operated under our brands, including Park Hyatt, Grand Hyatt, Andaz, Hyatt Regency, Hyatt, Hyatt Place and Hyatt Summerfield Suites. Our Hyatt-branded property, room and unit counts exclude one non-Hyatt branded property that we own in California. Residential ownership units refers to Hyatt-branded residential units that we manage (such as serviced apartments), some of which we own, that are part of mixed-use projects and are often adjacent to a Hyatt-branded full service hotel. Vacation ownership units refers to the fractional and timeshare units that we develop, sell and manage that are part of the Hyatt Vacation Club. Hospitality ventures refers to entities in which we own less than a 100% equity interest.

As used in this prospectus, the term “associates” refers to the over 80,000 individuals working at our corporate and regional offices and our managed, franchised and owned properties. Of these 80,000 associates, we directly employ 45,000. The remaining associates are employed by certain third-party owners and franchisees of our hotels.

INDUSTRY AND MARKET DATA

Market data and industry statistics and forecasts used throughout this prospectus are based on independent industry publications, reports by market research firms and other published independent sources. Smith Travel Research and the International Monetary Fund are the primary sources for third-party market data and industry statistics and forecasts. Some data and other information are also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. Although we believe these sources are credible, we have not independently verified the data or information obtained from these sources. Accordingly, investors should not place undue reliance on this information. By including such market data and industry information, we do not undertake a duty to provide such data in the future or to update such data if it is updated.

ADJUSTED EBITDA

Overview

We use the term Adjusted EBITDA throughout this prospectus. Adjusted EBITDA, as we define it, is not presented in accordance with generally accepted accounting principles in the United States of America (GAAP). We use Adjusted EBITDA as a supplement to our GAAP results in evaluating certain aspects of our business, as described below.

We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation before interest expense; other income (loss), net; benefit (provision) for income taxes; depreciation and amortization; gains on sales of real estate; asset impairments; a 2008 charge resulting from the termination of our supplemental executive defined benefit plans; discontinued operations and changes in accounting principles, net of tax; and equity earnings (losses) from unconsolidated hospitality ventures, to which we add our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture and net (income) loss attributable to noncontrolling interests.

(i)

We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments to corporate and other Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

Our Use of Adjusted EBITDA

Our President and Chief Executive Officer, who is our chief operating decision maker, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in significant part, by assessing the Adjusted EBITDA of each segment.

In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA or some combination of both.

Presentation to Investors

We believe Adjusted EBITDA is useful to investors because it provides investors the same information that we use internally for purposes of assessing our core operating performance and making compensation decisions. It can also be useful to investors in comparing our performance with others in the industry because it is a commonly used business metric.

Limitations of Adjusted EBITDA

Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income and consolidated statements of cash flows in our consolidated financial statements included elsewhere in this prospectus.

Reconciliation of Consolidated Adjusted EBITDA to Net Income Attributable to Hyatt Hotels Corporation

For a reconciliation of consolidated Adjusted EBITDA to its most directly comparable GAAP measure, net income attributable to Hyatt Hotels Corporation, see “Prospectus Summary—Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

(ii)

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider in making your investment decision. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise specified or the context otherwise requires, references in this prospectus to “we,” “our,” “us,” “Hyatt” and the “Company” refer to Hyatt Hotels Corporation and its consolidated subsidiaries. On June 30, 2009, we changed our name from Global Hyatt Corporation to Hyatt Hotels Corporation.

Our Company

We are a global hospitality company with widely recognized, industry leading brands and a tradition of innovation developed over our more than fifty-year history. Our mission is to provide authentic hospitality by making a difference in the lives of the people we touch every day. We focus on this mission in pursuit of our goal of becoming the most preferred brand in each segment that we serve for our associates, guests and owners. We support our mission and goal by adhering to a set of core values of mutual respect, intellectual honesty and integrity, humility, fun, creativity and innovation that characterize our culture. We believe that our mission, goal and values, together with the strength of our brands, strong capital and asset base and opportunities for expansion, provide us with a platform for long-term value creation.

We manage, franchise, own and develop Hyatt-branded hotels, resorts and residential and vacation ownership properties around the world. As of June 30, 2009, our worldwide portfolio consisted of 413 Hyatt-branded properties (119,509 rooms and units), including:

158 managed properties (60,934 rooms), all of which we operate under management agreements with third-party property owners;

100 franchised properties (15,322 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

96 owned properties (including 4 consolidated hospitality ventures) (25,786 rooms) and 6 leased properties (2,851 rooms), all of which we manage;

28 managed properties owned by unconsolidated hospitality ventures (12,361 rooms);

15 vacation ownership properties (933 units), all of which we manage; and

10 residential properties (1,322 units), all of which we manage and some of which we own.

Our full service hotels operate under four world-recognized brands, Park Hyatt, Grand Hyatt, Hyatt Regency and Hyatt. We recently introduced our fifth full service brand, Andaz. Our two select service brands are Hyatt Place and Hyatt Summerfield Suites (an extended stay brand). We develop, sell and manage vacation ownership properties in select locations as part of the Hyatt Vacation Club.

We primarily derive our revenues from hotel operations, management and franchise fees, other revenues from managed properties and sales of vacation ownership properties. For the year ended December 31, 2008, revenues totaled $3.8 billion, net income attributable to Hyatt Hotels Corporation totaled $168 million and Adjusted EBITDA totaled $687 million. For the six months ended June 30, 2009, revenues totaled $1.6 billion, net loss attributable to Hyatt Hotels Corporation totaled $36 million and Adjusted EBITDA totaled $210 million. See “Adjusted EBITDA” for our definition of Adjusted EBITDA and why we present it and “—Summary Consolidated Financial Data” for a reconciliation of our consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for the periods presented. As of June 30, 2009, we had total debt of $ 612 million, cash and cash equivalents of $ 968 million, and, after giving effect to the July 2009 amendment and extension of our revolving credit facility, committed and undrawn borrowing capacity of $1.4 billion , all of which provides us with significant liquidity and resources for future growth.

Our History

Hyatt was founded by Jay Pritzker in 1957 when he purchased the Hyatt House motel adjacent to the Los Angeles International Airport. Over the following decade, the Pritzker family business interests grew the company into a North American management and hotel ownership company, which became a public company in 1962. In 1968, Hyatt International was formed and subsequently became a separate public company. Hyatt Corporation and Hyatt International Corporation were taken private by the Pritzker family business interests in 1979 and 1982, respectively. On December 31, 2004, substantially all of the hospitality assets owned by Pritzker family business interests, including Hyatt Corporation and Hyatt International Corporation, were consolidated under a single entity, now named Hyatt Hotels Corporation. For more information about this transaction, see “—Corporate Information.”

Commencing in 2007, third parties, including affiliates of Goldman, Sachs & Co. and Madrone GHC, LLC, made long-term investments in Hyatt. Pritzker family business interests, affiliates of Goldman Sachs and Madrone GHC, LLC and affiliates (Madrone GHC) currently own approximately 85.0%, 7.5% and 6.1%, respectively, of our common stock, and immediately following completion of this offering will own approximately %, % and %, respectively, of our common stock, assuming no exercise of the underwriters’ option to purchase additional shares.

Our Competitive Strengths

We have significant competitive strengths that support our goal of being the most preferred brand for our associates, guests and owners.

World Class Brands. We believe that our widely recognized, industry leading brands provide us with a competitive advantage in attracting and driving preference for our associates, guests and owners. We have consistently received top rankings, awards and accolades for service and guest experience from independent publications and surveys, including Condè Nast Traveler, Travel and Leisure, Mobil and AAA . As an example, 54 properties across our Park Hyatt, Grand Hyatt and Hyatt Regency brands received the AAA four diamond lodging award in 2009.

Deep Culture and Experienced Management Teams. Hyatt has a strong culture rooted in values that have supported our past and form the foundation for our future. The members of the Hyatt family are united by shared values, a common mission and a common goal. The associates at our managed and owned properties are led by an experienced group of hotel general managers with average tenure of more than 21 years. Regional and divisional management teams located around the world support our hotel general managers by providing

corporate resources, mentorship and coaching, owner support and other assistance necessary to help them achieve their goals. Senior operating management has an average of 27 years of experience in the industry. Our experienced executive management team sets overall policies for our company, supports our regional and divisional teams and our associates around the world, provides strategic direction and leads our growth initiatives worldwide.

Global Platform with Compelling Growth Potential. Our existing global presence is widely distributed and we operate in 20 of the 25 most populous urban centers around the globe based on demographic research. We believe that our existing hotels around the world provide us with a strong platform from which to selectively pursue new growth opportunities in markets where we are under-represented. We have a long history of executing on growth opportunities. Our dedicated global development executives in offices around the world apply their experience, judgment and knowledge to ensure that new Hyatt branded hotels enhance preference for our brands. An important aspect of our compelling growth potential is our strong brand presence in higher growth markets around the world such as India, China, Russia, the Middle East and Brazil. The combination of our existing presence and brands, experienced development team, established third-party relationships and significant access to capital provides us with a strong foundation for future growth and long-term value creation.

Strong Capital Base and Disciplined Financial Approach. As of June 30, 2009, we had cash and cash equivalents of $968 million, and, after giving effect to the July 2009 amendment and extension of our revolving credit facility, committed and undrawn borrowing capacity of $ 1.4 billion. We have a modest level of debt and no significant debt maturities through 2012. We believe that as a result of our balance sheet strength, we are uniquely positioned to take advantage of strategic opportunities to develop or acquire properties and brands, even in economic downturns such as the one we are currently experiencing.

Diverse Exposure to Hotel Management, Franchising and Ownership. We believe that our experience as a multi-brand manager, franchisor and owner of hotels makes us one of the best positioned lodging companies in the world. Our mix of managed, franchised and owned hotels provides a broad and diverse base of revenues, profits and cash flows and gives us flexibility to evaluate growth opportunities across these three lines of business.

A Track Record of Innovation. Successful innovation has been a hallmark of Hyatt since its founding. More than forty years ago, we opened the Hyatt Regency Atlanta, which was the first- ever large-scale atrium lobby hotel. We also have a long track record of creative approaches to food and beverage outlets at our hotels throughout the world, which have led to highly profitable venues that create demand for our hotel properties, particularly in Asian markets. We launched our Hyatt Place brand in 2006 and our Andaz brand in 2007, each of which features a unique internally developed service model that eliminates a number of de-personalized aspects of the hotel experience. We believe that our commitment to fostering a culture of innovation throughout Hyatt positions us as an industry leader.

Our Business Strategy

Our goal is to be the most preferred brand in each customer segment that we serve for our associates, guests and owners. We enhance brand preference by understanding who our customers are and by focusing on what they need and want and how we can deliver value to them. This understanding and focus informs our strategy for improving the performance of our existing hotels and expanding the presence of the Hyatt brand in markets worldwide.

Focus on Improvement in the Performance of Existing Hotels

•

Increase Share of Hotel Stays. We intend to expand Hyatt’s share of hotel stays by continuously striving to provide genuine guest service and delivering value to our guests. We aim to provide differentiated service and product offerings targeted at each customer segment within each of our brands in order to satisfy our customers’ specific needs. Our Hyatt Gold Passport guest loyalty program is designed to attract new guests and to demonstrate our loyalty to our best guests. In 2009, we launched an initiative called “The Big Welcome,” which was targeted at increasing enrollment in our Hyatt Gold Passport program. During the six-month period ended June 30, 2009, new membership enrollment in our Hyatt Gold Passport program has increased by approximately 39% compared to new membership enrollment during the same period last year.

•

Enhance Operational Efficiency. We strive to align our staffing levels and expenses with demand without compromising our commitment to authentic hospitality and high levels of guest satisfaction. We have made significant changes in operations in response to recent declines in demand for hospitality products and services. We will continue to incentivize and assist our hotel general managers as they proactively manage both the customer experience and the operating costs at each of their properties.

Expanding Our Presence in Attractive Markets

therefore, we have a unique opportunity to expand. We believe that our mission, goal and values, together with the strength of our brands, people, strong capital and asset base and opportunities for expansion provide us with a platform for long-term value creation.

•

Expand our Select Service Presence . We intend to establish and expand Hyatt Place and Hyatt Summerfield Suites worldwide, which we believe will support our overall growth and enhance the performance of all of our brands. To pursue this strategy, we have a dedicated select service development team. We believe that the opportunity for properties that provide a select offering of services at a lower price point is particularly compelling in certain emerging markets, such as India, China, Russia and Brazil, where there is a large and growing middle class along with a meaningful number of local business travelers.

•

Increase Focus on Franchising. We intend to increase our franchised hotel presence for our select service brands and our Hyatt Regency brand. By increasing our focus on franchising, we believe that we will gain access to capital from developers and property owners that specifically target franchising business opportunities. To pursue this strategy, we have established an internal team dedicated to supporting our franchise owners and driving the expansion of our franchised hotel presence. We plan to expand existing relationships and develop new relationships with franchise owners who demonstrate an ability to provide excellent customer service while maintaining our brand standards.

•

Utilize our Capital and Asset Base for Targeted Growth. We intend to use our liquidity and strong capital base along with select asset dispositions to selectively redeploy capital to opportunities that will allow us to strengthen our management presence in key markets worldwide. We will continue to commit capital to fund the renovation of certain assets in our existing owned portfolio. Given our focus and expertise as an owner, we expect to maintain significant ownership of hotel properties over time.

•

Pursue Strategic Acquisitions and Alliances. We expect to evaluate potential acquisitions of other brands or hospitality management or franchising companies as a part of our efforts to expand our presence. These acquisitions may include hotel real estate. We expect to focus on acquisitions that complement our ability to serve our existing customer base and enhance customer preference by providing a greater selection of locations, properties and services. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties to strengthen our brand presence.

Corporate Information

Prior to June 30, 2004, Hyatt Corporation, which primarily consisted of the North American hotel management and franchise companies, was owned by HG, Inc. (HG). H Group Holding, Inc. (H Group), which is owned by Pritzker family business interests, owns HG. In addition to owning Hyatt

Corporation, HG owned various other North American hospitality related businesses (primarily consisting of hotel properties and the vacation ownership business) and on June 30, 2004 contributed these hospitality related businesses to Hyatt Corporation. Following such contribution, the stock of Hyatt Corporation was distributed to the Pritzker family business interests that owned H Group. We refer to this transaction as the “June 2004 Transaction.”

On August 4, 2004, Global Hyatt, Inc. was incorporated in Delaware and subsequently changed its name to Global Hyatt Corporation. On December 31, 2004, pursuant to a Master Contribution Agreement, the stock of Hyatt Corporation and the stock of AIC Holding Co. (AIC), the owner of Hyatt International Corporation and other international hospitality related assets and operations, as well as hospitality related assets and operations held by certain other entities owned by Pritzker family business interests, were contributed to Global Hyatt Corporation by their respective owners in exchange for shares of Global Hyatt Corporation common stock. As a result of this transaction, Hyatt Corporation, AIC and Hyatt International Corporation became wholly-owned subsidiaries of Global Hyatt Corporation. The contribution was reflected as a transaction between entities under common control as of January 1, 2004. On June 30, 2009, Global Hyatt Corporation changed its name to Hyatt Hotels Corporation.

Our principal executive offices are located at 71 South Wacker Drive, 12 ^th Floor, Chicago, Illinois 60606. Our telephone number is (312) 750-1234. Our website address is www.hyatt.com. The information on, or that may be accessed through, our website is not a part of this prospectus.

Hyatt ^® , Park Hyatt ^® , Grand Hyatt ^® , Hyatt Regency ^® , Hyatt Place ^® , Hyatt Summerfield Suites™, Hyatt Vacation Club ^® , Andaz™, Hyatt Gold Passport ^® , Hyatt Resorts™ and related trademarks, trade names and service marks of Hyatt appearing in this prospectus are the property of Hyatt. Unless otherwise noted, all other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

THE OFFERING


Class A common stock offered by Hyatt Hotels Corporation		shares

Class A common stock offered by the selling stockholders		shares

Class A common stock to be outstanding after this offering		shares

Class B common stock to be outstanding after this offering		shares

Total common stock to be outstanding after this offering		shares

Voting rights		Holders of our Class A common stock and our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders. The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to ten votes per share. Following this offering, assuming no exercise of the underwriters’ over-allotment option, (1) holders of Class A common stock will control approximately % of our total voting power and will own % of our total outstanding shares of common stock and (2) holders of Class B common stock will control approximately % of our total voting power and will own % of our total outstanding shares of common stock. However, if on any record date for determining the stockholders entitled to vote at an annual or special meeting of stockholders, the aggregate number of shares of our Class A common stock and Class B common stock owned, directly or indirectly, by the holders of our Class B common stock is less than 15% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, then at such time all shares of Class B common stock will automatically convert into shares of Class A common stock and all outstanding common stock will be entitled to one vote per share on all matters submitted to a vote of our stockholders. With the exception of voting rights and conversion rights, holders of Class A and Class B common stock have identical rights. See “Description of Capital Stock” for a description of the material terms of our common stock.


Option to purchase additional shares of Class A common stock		Certain of our existing stockholders have granted the underwriters an option to purchase up to an additional shares of Class A common stock.

Use of proceeds		We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including capital expenditures. We may also use a portion of the net proceeds to acquire or invest in new properties or other businesses that complement our business. There are no agreements or commitments with respect to any such transaction at this time. We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.”

Risk factors		You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock.

Proposed New York Stock Exchange symbol		“H”

The total number of shares of common stock to be outstanding after this offering is based on 336,063,783 shares of our common stock outstanding immediately prior to this offering. This number excludes 18,921,361 shares of Class A common stock reserved for issuance under our Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, as amended (the LTIP), and pursuant to a restricted stock unit agreement. See “Compensation Discussion and Analysis—Employee Benefits” and “Compensation Discussion and Analysis—Long-Term Incentive.”

Except as otherwise indicated, information in this prospectus:

assumes the underwriters have not exercised their option to purchase additional shares of Class A common stock; and

gives effect to the filing of our amended and restated certificate of incorporation, which will occur prior to the consummation of this offering, and which provides for, among other things, (1) the authorization of 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock; (2) the reclassification of 52,067 outstanding shares of our common stock into 52,067 shares of Class A common stock; and (3) the reclassification of 336,011,716 outstanding shares of our common stock into 336,011,716 shares of Class B common stock, of which shares will convert into shares of Class A common stock at the time that they are sold by the selling stockholders in this offering.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize our consolidated financial data for the periods presented. We derived the summary consolidated statements of income data for the years ended December 31, 2008, 2007 and 2006 and the summary consolidated balance sheet data as of December 31, 2008 and 2007 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary consolidated statements of income data for the years ended December 31, 2005 and 2004 from our audited consolidated financial statements which are not included in this prospectus. We derived the summary consolidated statements of income data for the six months ended June 30, 2009 and June 30, 2008 and the summary consolidated balance sheet data as of June 30, 2009 from our unaudited consolidated interim financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated interim financial statements on the same basis as our audited financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

You should read the summary historical financial data together with the consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Principal Indebtedness” and the other financial information included elsewhere in this prospectus.


	Six Months Ended June 30,					Year Ended December 31,
(in millions, except per share data)	2009			2008		2008		2007		2006		2005		2004(1)
	(Unaudited)
Consolidated statements of income data:
Owned and leased hotel revenues	$	876		$	1,125	$	2,139	$	2,039	$	1,860	$	1,748	$	1,472
Management and franchise fee revenues		109			162		290		315		294		227		202
Other revenues		29			48		83		103		110		112		88
Other revenues from managed properties (2)		623			674		1,325		1,281		1,207		1,080		920

Total revenues		1,637			2,009		3,837		3,738		3,471		3,167		2,682

Direct and selling, general and administrative expenses		1,593			1,759		3,473		3,353		3,119		2,880		2,494
Income (loss) from continuing operations		(38	)		175		114		266		331		278		175
Net income (loss) attributable to Hyatt Hotels Corporation		(36	)		173		168		270		315		336		227

Income (loss) from continuing operations per common share, basic and diluted	$	(0.14	)	$	0.68	$	0.45	$	0.98	$	1.20	$	1.20	$	0.84
Weighted average shares used in computing basic net income per share		265,673,636			256,057,671		256,074,029		269,170,628		275,117,476		231,756,431		208,224,397
Weighted average shares used in computing diluted net income per share		265,673,636			256,057,671		256,122,294		269,268,039		275,117,476		231,756,431		208,224,397

Other financial metric:
Adjusted EBITDA(3)	$	210		$	417	$	687	$	708	$	628	$	519	$	363


	As of June 30, 2009			As of December 31,
(in millions)	Actual		As Adjusted(4)(5)	2008		2007
	(Unaudited)
Consolidated balance sheet data:
Cash and cash equivalents	$	968		$	428	$	409
Total current assets		1,529			1,057		1,065
Property and equipment, net		3,616			3,495		3,518
Intangibles, net		276			256		359
Total assets		6,739			6,119		6,248

Total current liabilities		574			653		697
Long-term debt		595			1,209		1,288
Other long-term liabilities		670			665		794
Total liabilities		1,839			2,527		2,779
Total stockholders’ equity		4,874			3,564		3,434

Total liabilities and stockholders’ equity		6,739			6,119		6,248

(1)

The consolidated statement of income for 2004 reflects the combined and consolidated full year operating results of Hyatt Corporation, AIC Holding Co. and various hospitality related entities owned, prior to their contribution to our predecessor, Global Hyatt Corporation, in 2004, by Pritzker family business interests. See “—Corporate Information” and note 1 to our consolidated financial statements included elsewhere in this prospectus.

(2)

Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting our Results of Operations—Revenues.”

(3)	Adjusted EBITDA is not calculated or presented in accordance with GAAP. For a further discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “Adjusted EBITDA.”

The table below provides a reconciliation of consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation.


	Six Months Ended June 30,						Year Ended December 31,
(in millions)	2009			2008			2008			2007			2006			2005			2004
	(Unaudited)
Adjusted EBITDA	$	210		$	417		$	687		$	708		$	628		$	519		$	363
Interest expense		(27	)		(28	)		(75	)		(43	)		(36	)		(46	)		(60	)
Other income (loss), net(a)		(56	)		55			23			145			126			112			80
Benefit (provision) for income taxes		14			(107	)		(90	)		(208	)		(193	)		(173	)		(79	)
Depreciation and amortization		(130	)		(125	)		(249	)		(214	)		(195	)		(174	)		(134	)
Gains on sales of real estate(b)		—			—			—			22			57			94			26
Asset impairments(b)		(8	)		—			(86	)		(61	)		—			—			—
Charge resulting from the termination of our supplemental executive defined benefit plans		—			—			(20	)		—			—			—			—
Discontinued operations and changes in accounting principles, net of tax(b)		—			—			56			5			(2	)		69			50
Equity earnings (losses) from unconsolidated hospitality ventures(c)		(13	)		12			14			11			13			(3	)		14
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA(c)		(28	)		(49	)		(90	)		(94	)		(69	)		(51	)		(35	)
Net (income) loss attributable to noncontrolling interests(d)		2			(2	)		(2	)		(1	)		(14	)		(11	)		2

Net income (loss) attributable to Hyatt Hotels Corporation	$	(36	)	$	173		$	168		$	270		$	315		$	336		$	227

(a)

The below table provides a breakdown of items included in other income, net for the six months ended June 30, 2009 and 2008, and for the years ended December 31, 2008, 2007, 2006, 2005 and 2004:


	Six Months Ended June 30,						Year Ended December 31,
(in millions)	2009			2008			2008			2007			2006			2005			2004
	(Unaudited)
Interest income on interest-bearing cash and cash equivalents	$	10		$	9		$	23		$	43		$	49		$	36		$	31
Gains (losses) on other marketable securities		2			(13	)		(37	)		—			—			—			7
Income from cost method investments(i)		22			62			64			87			72			60			23
Foreign currency gains (losses)		7			(3	)		(23	)		17			11			(11	)		17
Debt settlement costs(ii)		(93	)		—			—			—			—			—			—
Gain on extinguishment of hotel property debt		—			—			—			—			—			28			—
Other		(4	)		—			(4	)		(2	)		(6	)		(1	)		2

Other income (loss), net	$	(56	)	$	55		$	23		$	145		$	126		$	112		$	80

(i)

Includes cash distributions received on investments accounted for under the cost method. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” and note 3 to our consolidated financial statements.

(ii)

Reflects costs incurred in connection with the repurchase of senior subordinated notes and early settlement of a subscription agreement as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The costs include $88 million of make-whole interest payments and early settlement premiums and a $5 million write-off of deferred financing costs.

(b)

Adjusted EBITDA excludes gains on sales of real estate, asset impairments and discontinued operations and changes in accounting principles, net of tax from Adjusted EBITDA because they are not related to the performance of our core business.

(c)

Because management uses Adjusted EBITDA as a key performance and compensation measure for our business as a whole, we include our share of Adjusted EBITDA generated by our unconsolidated hospitality ventures in our calculation of segment and consolidated Adjusted EBITDA. Therefore, Adjusted EBITDA excludes equity earnings from unconsolidated hospitality ventures and includes our pro rata share of Adjusted EBITDA from unconsolidated hospitality ventures. Our pro rata share of Adjusted EBITDA from unconsolidated hospitality ventures represents our share of Adjusted EBITDA from these ventures, which is based on our ownership percentage in each respective unconsolidated hospitality venture.

(d)

Adjusted EBITDA includes net income (loss) attributable to noncontrolling interests, which represents the income or loss attributable to noncontrolling partners in an entity that we consolidate in our financial results, given the controlling nature of our interests in these entities.

(4)

Reflects the issuance and sale of shares of our Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, and our receipt of the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses payable by us.

(5)

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, would result in an approximately $ million increase or decrease in each of cash and cash equivalents, total assets and total stockholders’ equity, assuming that the number of shares offered by us set forth on the front cover of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease cash and cash equivalents, total assets and total stockholders’ equity by approximately $ million, assuming that the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering.

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and the other information contained in this prospectus, including our consolidated financial statements and the related notes, before you decide whether to purchase our Class A common stock. If any of these risks, or any other risk not currently known to us or that we currently deem immaterial, should actually occur, our business, financial condition and results of operations could be materially adversely affected. As a result, the market price of our Class A common stock could decline, and you may lose part or all of your investment.

Risks Related to the Hospitality Industry

The hospitality industry is cyclical, and macroeconomic and other factors beyond our control can adversely affect and reduce demand for our hospitality products and services.

The hospitality industry is cyclical, and macroeconomic and other factors beyond our control can reduce demand for hospitality products and services, including demand for rooms at properties that we manage, franchise, own and develop and for sales of vacation ownership properties. These factors include:

changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S. or global economy and financial markets;

war, terrorist activities (such as the recent terrorist attacks in Jakarta, Indonesia and Mumbai, India) or threats and heightened travel security measures instituted in response to these events;

outbreaks of pandemic or contagious diseases, such as avian flu, severe acute respiratory syndrome (SARS) and H1N1 (swine) flu;

natural disasters, such as earthquakes, tsunamis, tornados, hurricanes and floods;

changes in the desirability of particular locations or travel patterns of customers;

decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business (e.g., industry conventions);

low consumer confidence;

depressed housing prices;

the financial condition of the airline, automotive and other transportation-related industries and its impact on travel;

decreased airline capacities and routes;

travel-related accidents;

oil prices and travel costs;

statements, actions or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities;

domestic and international political and geo-political conditions;

cyclical over-building in the hotel and vacation ownership industries; and

organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business.

These factors can adversely affect, and from time to time have adversely affected, individual properties, particular regions or our business as a whole. Any one or more of these factors could limit or reduce the demand, or the rates our properties are able to charge for rooms or services or the prices at which we are able to sell our vacation ownership properties, which could adversely affect our business, results of operations and financial condition.

If the global economic downturn continues or worsens, our revenues and profitability could decline further.

Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence or adverse political conditions can lower the revenues and profitability of our owned properties and the amount of management and franchising fee revenues we are able to generate from our managed and franchised properties. Declines in hotel profitability during an economic downturn directly impact the incentive portion of our management fees, which is based on hotel profit measures. Outside of the United States, our fees are often more dependent on hotel profitability measures, either through a single management fee that is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee. Because revenue per available room (RevPAR) depends directly on average daily rate (ADR) and occupancy, declines in ADR and occupancy relating to declines in consumer demand will lower RevPAR. For additional information regarding RevPAR and ADR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics Evaluated by Management.” Our vacation ownership business is also linked to cycles in the general economy and consumer discretionary spending. As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility.

Accordingly, the current global economic downturn has led to a significant decline in demand for hospitality products and services, lower occupancy levels and significantly reduced room rates, all of which has lowered our revenues and negatively affected our profitability. For the six months ended June 30, 2009, compared to the six months ended June 30, 2008, our revenues decreased by $372 million, driven by a 24% decline in RevPAR at comparable system-wide properties. See “Management’s Discussion and Analysis of Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues—Factors Affecting our Revenues.”

We anticipate that recovery of demand for hospitality products and services will lag an improvement in economic conditions. We cannot predict how severe or prolonged the global economic downturn will be. Furthermore, current global economic conditions have significantly impacted consumer confidence and behavior and, as a result, historical marketing information that we have collected may be less effective as a means of predicting future demand and operating results. We cannot assure you that we will be able to increase room rates and RevPAR at the same rate at which they have recently declined, even after the current downturn ends. An extended period of economic weakness would likely have a further adverse impact on our revenues and negatively affect our profitability.

We are subject to the business, financial and operating risks inherent to the hospitality industry.

Our business is subject to a number of business, financial and operating risks inherent to the hospitality industry, including:

changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;

the costs and administrative burdens associated with complying with applicable laws and regulations;

the costs or desirability of complying with local practices and customs;

the availability and cost of capital necessary for us and potential hotel owners to fund investments, capital expenditures and service debt obligations;

delays in or cancellations of planned or future development projects;

foreign exchange rate fluctuations;

changes in operating costs, including, but not limited to, energy, food, workers’ compensation, benefits, insurance and unanticipated costs resulting from force majeure events;

significant increases in cost for healthcare coverage for employees and potential government regulation in respect of health coverage;

shortages of labor or labor disruptions;

shortages of desirable locations for development;

the financial condition of third-party property owners, franchisees, developers and hospitality venture partners, which may impact our ability to recover payments owed to us or their ability to fund operational costs, perform under management, franchise, development and hospitality venture agreements or satisfy other contractual commitments and obligations that may impact us;

relationships with our third-party property owners, franchisees and hospitality venture partners; and

the ability of third-party internet travel intermediaries to attract and retain customers.

Any of these factors could limit or reduce the prices we charge for our hospitality products or services, including the rates our properties charge for rooms or the prices for which we are able to sell our vacation ownership properties. These factors can also increase our costs or affect our ability to develop new properties or maintain and operate our existing properties. As a result, any of these factors can reduce our profits and limit our opportunities for growth.

Risks Related to Our Business

We operate in a highly competitive industry and our success depends on our ability to compete effectively.

The segments of the hospitality industry in which we operate are subject to intense competition. Our principal competitors are other operators of full service and select service properties, including other major hospitality chains with well established and recognized brands. We also compete against smaller hotel chains and independent and local hotel owners and operators. If we are unable to compete successfully, our revenues or profits may decline or our ability to maintain or increase our market share may be diminished.

Competition for Guests

We compete for guests based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations and the ability to earn and redeem loyalty program points. Some of our competitors are larger than we are based on the number of properties they manage, franchise or own or based on the number of rooms or geographic locations where they operate. Some of our competitors also have significantly more members participating in their guest loyalty programs which may enable them to attract more customers and more effectively retain such guests. Our competitors may also have greater financial and marketing resources than we do, which could allow them to improve their properties and expand and improve their marketing efforts in ways that could affect our ability to compete for guests effectively. In addition, industry consolidation may exacerbate these risks.

Competition for Management and Franchise Agreements

We compete for management agreements based primarily on the value and quality of our management services, our brand name recognition and reputation, our ability and willingness to invest our capital in third-party owned or hospitality venture projects, the level of our management fees, the terms of our management agreements and the economic advantages to the property owner of retaining our management services and using our brand name. We compete for franchise agreements based primarily on brand name recognition and reputation, the room rate that can be realized and royalty fees charged. Other competitive factors for management and franchise agreements include relationships with property owners and investors, including institutional owners of multiple properties, marketing support, reservation and e-commerce system capacity and efficiency and the ability to make investments that may be necessary to obtain management and franchise agreements.

We believe that our ability to compete for management and franchise agreements primarily depends on the success of the properties that we currently manage or franchise. The terms of any new management or franchise agreements that we obtain also depend on the terms that our competitors offer for those agreements. In addition, if the availability of suitable locations for new properties decreases, planning or other local regulations change or the availability or affordability of financing is limited, the supply of suitable properties for our management or franchising could be diminished. We may also be required to agree to limitations on the expansion of one or more of our brands in certain geographic areas in order to obtain a management agreement for a property under development. We may be prohibited from managing, franchising or owning properties in areas where opportunities exist due to these restrictions. If the properties that we manage or franchise perform less successfully than those of our competitors, if we are unable to offer terms as favorable as those offered by our competitors or if the availability of suitable properties is limited, our ability to compete effectively for new management or franchise agreements could be reduced.

Competition for Sales of Vacation Ownership Properties

We compete for sales of our vacation ownership properties based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity to exchange into time at other vacation properties and brand name recognition and reputation. In addition to competing with other hotel and resort properties, our vacation ownership properties compete with national and independent vacation ownership club operators as well as with owners reselling their interests in these properties. Our ability to attract and retain purchasers of our vacation ownership properties depends on our success in distinguishing the quality and value of our vacation ownership products and services from those offered by others. If we are unable to do so, our ability to compete effectively for sales of vacation ownership properties could be adversely affected.

If third-party property owners or franchisees of the properties we manage or franchise fail to make investments necessary to maintain or improve their properties, preference for our brands and our reputation could suffer or our management or franchise agreements with those parties could terminate.

We manage and franchise properties owned by third parties under the terms of management and franchise agreements. Substantially all of these agreements require third-party property owners to comply with standards that are essential to maintaining our brand integrity and reputation. We depend on third-party property owners to comply with these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities and personnel.

Third-party property owners or franchisees may be unable to access capital or unwilling to spend available capital when necessary, even if required by the terms of our management or franchise agreements. If our third-party property owners or franchisees fail to make investments necessary to maintain or improve the properties we manage or franchise, our brand preference and reputation could

suffer. In addition, if third-party property owners or franchisees breach the terms of our agreements with them, we may elect to exercise our termination rights, which would eliminate our revenues from these properties and cause us to incur expenses related to terminating these relationships. These risks become more pronounced during economic downturns.

If our management or franchise agreements terminate, our revenues could decrease and our costs could increase.

Our management and franchise agreements may terminate prematurely in certain cases. Some of our management agreements provide early termination rights to owners of the hotels we manage upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test.

Generally, termination rights under performance tests are based upon the property’s individual performance, its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. Some agreements require a failure of one test, and other agreements require a failure of more than one test, before termination rights are triggered. These termination rights are usually triggered if we do not meet the performance tests over multiple years. Generally, we have the option to cure performance failures by making an agreed upon cure payment. However, our cure rights may be limited in some cases and the failure to meet the performance tests may result in the termination of our management agreement. In the past we have (1) failed performance tests, received notices of termination and elected to cure and (2) failed performance tests and negotiated an alternative resolution. When any termination notice is received, we evaluate all relevant facts and circumstances at the time in deciding whether to cure or allow termination.

In addition, some of our management agreements give third-party property owners the right to terminate upon payments of a termination fee to us after a certain period of time or upon sale of the property or another stated event. In some of those cases, hotel owners may be obligated to pay a termination fee to us upon termination of the management agreement. Our franchise agreements typically require franchisees to pay a fee to us before terminating. In addition, if an owner files for bankruptcy, our management and franchise agreements may be terminable under applicable law. If a management or franchise agreement terminates, we could lose the revenues we derive from that agreement or incur costs related to ending our relationship with the third party and exiting the related property.

If we are unable to maintain good relationships with third-party property owners and franchisees, our revenues could decrease and we may be unable to expand our presence.

We earn fees for managing and franchising hotels and other properties. Our management agreements typically provide a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. Our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. We also earn an incentive fee that is typically calculated as a percentage of a hotel profitability measure, such as gross operating profit, adjusted profit or the amount by which gross operating profit or adjusted profit exceeds a fixed threshold. Outside of the United States, our fees are often more dependent on hotel profitability measures, either through a single management fee that is based on a profitability measure or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee. Our franchisees pay us an initial application fee and ongoing royalty and marketing fees.

The viability of our management and franchising business depends on our ability to establish and maintain good relationships with third-party property owners and franchisees. Third-party developers, property owners and franchisees are focused on maximizing the value of their investment and working

with a management company or franchisor that can help them be successful. The effectiveness of our management, the value of our brands and the rapport that we maintain with our third-party property owners and franchisees impact renewals and are all important factors for new third-party property owners or franchisees considering doing business with us. Our relationships with these third parties generate additional property development opportunities that support our growth. If we are unable to maintain good relationships with our third-party property owners and franchisees, we may be unable to renew existing agreements or expand our relationships with these owners. Additionally, our opportunities for developing new relationships with additional third parties may be adversely impacted.

Disagreements with third-party property owners or franchisees could make us liable to them or result in litigation costs or other expenses.

Our management and franchise agreements require us and third-party property owners or franchisees to comply with operational and performance conditions that are subject to interpretation and could result in disagreements. Additionally, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties such as us, which means, among other things, that property owners may assert the right to terminate management agreements even where the agreements do not expressly provide for termination. In the event of any such termination, we may need to negotiate or enforce our right to a termination payment that may not equal expected profitability over the term of the agreement. These types of disagreements are more likely during an economic downturn.

We generally seek to resolve any disagreements with our third-party property owners or franchisees amicably. Formal dispute resolution occurs through arbitration, if provided under the applicable management or franchise agreement, or through litigation. Litigation often leads to higher expenses. We cannot predict the outcome of any such arbitration or litigation, the effect of any adverse judgment of a court or arbitrator against us or the amount of any settlement that we may be forced to enter into with any third party.

We are exposed to the risks resulting from significant investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions or restrict our growth strategy.

Our proportion of owned properties, as compared to the number of properties that we manage or franchise for third-party owners, is larger than that of some of our competitors. Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties, including:

governmental regulations relating to real estate ownership;

real estate, insurance, zoning, tax, environmental and eminent domain laws;

the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade properties;

risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels and the availability of replacement financing;

fluctuations in real estate values or potential impairments in the value of our assets; and

the relative illiquidity of real estate compared to other assets.

The negative impact on profitability and cash flow generation from a decline in revenues is significant in owned properties due to their high fixed-cost structure. The need to maintain and renovate owned properties can present challenges, especially when cash generated from operations has declined. The effectiveness of any cost-cutting efforts is limited by the fixed-cost nature of our business. As a result, we may not be able to offset further revenue reductions through cost cutting, which could further reduce our margins. During times of economic distress, declining demand and declining earnings often result in declining asset values.

In an unfavorable market, we may not be able to sell properties in the short term. Accordingly, we may not be able to adjust our portfolio promptly in response to economic or other conditions. In addition, because our strategy to use proceeds from sales of real property to support our growth partly depends on our ability to sell properties, any inability to do so could impair our growth strategy.

We have a limited ability to manage risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs and lower our profits.

We participate in hospitality ventures with third parties. In the future, we may also buy and develop properties in hospitality ventures with the sellers of the properties, affiliates of the sellers, developers or other third parties. Our hospitality venture partners may have shared or majority control over the operations of our hospitality ventures. As a result, our investments in hospitality ventures involve risks that are different from the risks involved in investing in real estate independently. These risks include the possibility that our hospitality ventures or our partners:

go bankrupt or otherwise are unable to meet their capital contribution obligations;

have economic or business interests or goals that are or become inconsistent with our business interests or goals;

are in a position to take action contrary to our instructions, requests, policies or objectives;

subject the property to liabilities exceeding those contemplated;

take actions that reduce our return on investment; or

take actions that harm our reputation or restrict our ability to run our business.

For these and other reasons, it could be more difficult for us to sell our interest in any hospitality venture, which could reduce our ability to address any problems we may have with those properties or respond to market conditions in the future. As a result, our investments in hospitality ventures could lead to impasses or situations that could harm the hospitality venture, which could reduce our revenues, increase our costs and lower our profits.

If our hospitality ventures fail to provide information that is required to be included in our financial statements, we may be unable to accurately report our financial results.

Preparing our financial statements requires us to have access to information regarding the results of operations, financial position and cash flows of our hospitality ventures. Any deficiencies in our hospitality ventures’ internal controls over financial reporting may affect our ability to report our financial results accurately or prevent fraud. Such deficiencies could also result in restatements of, or other adjustments to, our previously reported or announced operating results, which could diminish investor confidence and reduce the market price for our shares. Additionally, if our hospitality ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or timely file our periodic reports.

Cash distributions from our hospitality ventures could be limited by factors outside our control that could reduce our return on investment.

Although our hospitality ventures may generate positive cash flow, in some cases these hospitality ventures may be unable to distribute that cash to the hospitality venture partners. Additionally, in some cases our hospitality venture partners control distributions, and may choose to leave capital in the hospitality venture rather than distribute it. Because our ability to generate liquidity from our hospitality ventures depends on the hospitality ventures’ ability to distribute capital to us, tax restrictions or decisions of our hospitality venture partners could reduce our return on these investments. We include our pro rata share of Adjusted EBITDA attributable to our unconsolidated hospitality ventures in our owned and leased hotels segment Adjusted EBITDA and our consolidated Adjusted EBITDA regardless of whether the cash flow of those ventures is, or can be, distributed to us.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances; and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful or divert our management’s attention.

We intend to consider strategic and complementary acquisitions of and investments in other businesses, properties or other assets. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions or investments in businesses, properties or assets as well as these alliances are subject to risks that could affect our business, including risks related to:

issuing shares of stock that could dilute the interests of our existing stockholders;

spending cash and incurring debt;

assuming contingent liabilities;

creating additional expenses; or

high barriers to entry in many key markets and scarcity of available development and investment opportunities.

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility or other indebtedness we may incur.

The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other assets, including difficulties relating to:

coordinating sales, distribution and marketing functions;

integrating technology information systems; and

preserving the important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.

Divestment of some of our properties or assets may yield returns below our investment criteria. In some circumstances, sales may result in investment losses.

In addition, any such acquisitions, investments, dispositions or alliances could demand significant attention from our management that would otherwise be available for our regular business operations, which could harm our business.

We may not be successful in executing our strategy of disposing of selected assets, which could hinder our ability to expand our presence in markets that will enhance and expand our brand preference.

We regularly review our business to identify properties or other assets that we believe are in markets or of a property type that may not benefit us as much as other markets or property types. One of our strategies is to selectively dispose of hotel properties and use sale proceeds to fund our growth in markets that will enhance and expand our brand presence. We cannot assure you that we will be able to consummate any such sales on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such sales. Dispositions of real estate assets are particularly difficult during the current economic downturn, as financing alternatives are extremely limited for potential buyers. The current economic downturn and credit crisis have adversely affected the real

estate market and caused a significant reduction in sales of hotel properties. Our inability to sell assets, or to sell such assets at attractive prices, could have an adverse impact on our ability to realize proceeds for reinvestment.

Timing, budgeting and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.

We must maintain and renovate the properties that we own in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. These efforts are subject to a number of risks, including:

construction delays or cost overruns (including labor and materials) that may increase project costs;

obtaining zoning, occupancy and other required permits or authorizations;

governmental restrictions on the size or kind of development;

force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and

design defects that could increase costs.

Developing new properties typically involves lengthy development periods during which significant amounts of capital must be funded before the properties can begin to operate. If the cost of funding these developments or renovations exceeds budgeted amounts, profits could be reduced.

Similarly, the timing of capital improvements can affect property performance, including occupancy and average daily rate, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces or restaurants. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

If we are not able to begin operating properties as scheduled, or if investments adversely affect or fail to improve performance, our ability to compete effectively would be diminished and our revenues could be reduced.

If we or our third-party property owners are unable to repay or refinance mortgages secured by the related properties, our revenues could be reduced and our business could be harmed.

Many of the properties that our third-party property owners own, and a small number of properties that we own, are pledged as collateral for mortgage loans entered into when the related properties were purchased or refinanced. If we or our third-party property owners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt and repossess the related property. In 2008, we made a $278 million loan to an entity in order to finance its purchase of the Hyatt Regency Waikiki Beach Resort and Spa. In the current economic environment, an increasing number of property owners are experiencing financial difficulties and the properties they own are increasingly vulnerable to financial stress. Debt defaults could lead third-party property owners to sell the property on unfavorable terms or, in the case of secured debt, to convey the mortgaged property to the lender. Any such sales or repossessions could, in certain cases, result in the termination of our management agreements or eliminate any anticipated income and cash flows from, and, if applicable, our invested capital in, such property, which could significantly harm our business.

If we or our third-party owners, franchisees or development partners are unable to access the capital necessary to fund current operations or implement our plans for growth, our profits could be reduced and our ability to compete effectively could be diminished.

The hospitality industry is a capital intensive business that requires significant capital expenditures to develop, operate, maintain and renovate properties. Access to the capital that we or

our third-party owners, franchisees or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues.

Over the past twelve months, the credit markets and the financial services industry have experienced a period of significant disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, increased volatility in securities prices, severely diminished liquidity and credit availability and a significant level of intervention by the governments of the United States and other countries. As a result of these market conditions, the cost and availability of capital has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. In particular, in the current environment, available capital for new development is extremely limited if available at all. The availability of capital or the conditions under which we or our third-party owners, franchisees or development partners can obtain capital can have a significant impact on the overall level and pace of future development and therefore the ability to grow our revenues. The recent disruption in the capital markets has diminished the ability and desire of existing and potential development partners to access capital necessary to develop properties actively. These disruptions could also result in reductions of our credit ratings, which would increase our cost of borrowing. Our ability to access additional capital could also be limited by the terms of our revolving credit facility, which restricts our ability to incur debt under certain circumstances. Additionally, if one or more of the financial institutions that support our revolving credit facility fails, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.

If we are forced to spend larger amounts of cash from operating activities than anticipated to operate, maintain or renovate existing properties, then our ability to use cash for other purposes, including acquisition or development of properties, could be limited and our profits could be reduced. Similarly, if we cannot access the capital we need to fund our operations or implement our growth strategy, we may need to postpone or cancel planned renovations or developments, which could impair our ability to compete effectively and harm our business.

We may be liable for losses under contractual commitments relating to acquisitions or alliances.

In connection with the acquisition of the AmeriSuites brand in 2005, we assumed obligations under a management agreement with a third-party owner of multiple properties to make payments based on specified thresholds for those properties. As a result of the removal of rooms from inventory during renovation of the subject properties upon conversion to the Hyatt Place brand and due to the decline for lodging products and services as a result of the economic downturn, we have had to make payments under this agreement and may be obligated to make additional payments under this agreement up to a maximum of $50.0 million (including the $15.0 million paid through June 30, 2009). In the future we may make other contractual commitments that could result in losses.

We could be liable for losses related to loans we have provided or guaranteed to third parties.

When we enter into management or franchise agreements with third parties, including hospitality ventures, from time to time we make loans for selected pre-opening expenses. Weak performance of or delays in operating properties that we may invest in through loans to third parties, particularly as a result of the economic recession or the financial condition of third-party property owners or franchisees, could result in losses if third-party property owners or franchisees default on loans that we provide.

To secure financing for four of our unconsolidated hospitality ventures, we have provided to third-party lenders financial guarantees related to the timely completion of the construction of the hotel or the timely repayment of the associated debt. The guarantees are limited to our portion of the underlying obligation. As of June 30, 2009 our maximum contingent liability was $22 million.

In one instance in the past, we incurred a significant loss as a result of a mezzanine loan we made to a developer of a hotel property. In 2005, in connection with the development of a hotel in Las Vegas, we provided a $50.0 million mezzanine loan to the developer of the property. In 2007, the entity that owned the hotel property defaulted on bank loans, which triggered a default on the mezzanine loan. In the fourth quarter of 2008, the loan was fully written off.

If we are liable for losses related to loans we have provided or guaranteed to third parties our results of operations and financial condition could be adversely affected.

In any particular period, our expenses may not decrease at the same rate that our revenues may decrease, which could have a particularly adverse effect on our net cash flows, margins and profits.

Many of the expenses associated with managing, franchising or owning hotels and residential and vacation ownership properties are relatively fixed. These expenses include:

personnel costs;

debt service payments;

rent;

property taxes;

insurance; and

utilities.

If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the decline in our revenues can have a particularly adverse effect on our net cash flows and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth, such as the current economic recession. Economic downturns generally affect the results derived from owned property more significantly than those derived by managers and franchisors given the greater exposure that the owners have to the properties’ performance. Accordingly, cost-cutting efforts could be insufficient to offset declines in revenues, which could result in a material decline in margins and potentially negative cash flows.

If we are unable to establish and maintain key distribution arrangements for our properties, the demand for our rooms and our revenues could fall.

Some of the rooms at hotels and resorts that we manage, franchise or own are booked through third-party internet travel intermediaries and online travel service providers. We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies and meeting and event management companies. A failure by our distributors to attract or retain their customer bases would lower demand for hotel rooms and, in turn, reduce our revenues.

If bookings by these third-party intermediaries increase, these intermediaries may be able to obtain higher commissions or other significant contract concessions from us, increasing the overall cost of these third-party distribution channels. Some of our distribution agreements are not exclusive, have a short term, are terminable at will, or are subject to early termination provisions. The loss of distributors, increased distribution costs, or the renewal of distribution agreements on significantly less favorable terms could adversely impact our business.

If consumers use third-party internet travel intermediaries on a frequent basis, consumer loyalty to our brand could decrease.

We expect to derive most of our business from traditional channels of distribution and our website. However, consumers now use internet travel intermediaries regularly. Some of these

intermediaries are attempting to increase the importance of price and general indicators of quality (such as “four-star downtown hotel”) at the expense of brand identification. These agencies hope that consumers will eventually develop brand loyalties to their reservation system rather than to our brands. If the amount of sales made through internet travel intermediaries increases significantly and consumers develop stronger loyalties to these intermediaries rather than to our brands, our business and profitability could be harmed.

Development of new initiatives, including new brands, may not be successful.

We often develop and launch new initiatives, including new brands or marketing programs, which can be a time-consuming and expensive process. For example, we launched our Andaz brand in 2007. Since then, we have invested capital and resources in owned real estate, property development, brand development and brand promotion. If such initiatives are not well received by our associates, guests and owners, they may not have the intended effect. We may not be able to recover the costs incurred in developing Andaz or other development projects and initiatives or to realize their intended or projected benefits.

Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits.

Our success depends in large part on our ability to attract, retain, train, manage and engage our associates. Our properties are staffed 24 hours a day, seven days a week by approximately 80,000 associates around the world. If we and our franchisees are unable to attract, retain, train and engage skilled associates, our ability to manage and staff our properties adequately could be impaired, which could reduce customer satisfaction. Staffing shortages could also hinder our ability to grow and expand our business. Because payroll costs are a major component of the operating expenses at our properties, a shortage of skilled labor could also require higher wages that would increase our labor costs, which could reduce our profits and the profits of our third-party owners.

Negotiations of collective bargaining agreements, or changes in labor legislation, could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.

Certain of our properties are subject to collective bargaining agreements, similar agreements or regulations enforced by governmental authorities. If relationships with our associates, other field personnel or the unions that represent them become adverse, the properties we manage, franchise or own could experience labor disruptions such as strikes, lockouts and public demonstrations. Labor disruptions, which are generally more likely when collective bargaining agreements are being renegotiated, could harm our relationship with our associates or cause us to lose guests. Additionally, labor regulation could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs and limitations on our ability or the ability of our third-party property owners and franchisees to take cost saving measures during economic downturns. We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by third-party property owners and franchisees.

We and our third-party property owners and franchisees may also become subject to additional collective bargaining agreements in the future. Proposed legislation in Congress known as the Employee Free Choice Act could increase the likelihood of a union obtaining recognition by increasing the use of card check authorization and avoiding a secret ballot election. This legislation could also give third-party arbitrators the ability to impose collective bargaining agreement terms on us or our third-party property owners and franchisees, and our associates, if we, our third-party property owners or franchisees and a labor union are unable to agree upon a collective bargaining agreement. If this legislation or similar laws are passed, more of our associates or other field personnel could be subject

to increased organizational efforts, which could potentially lead to disruptions or require more of our management’s time to address unionization issues. These or similar agreements or legislation could disrupt our operations, hinder our ability to cross-train and cross-promote our associates due to prescribed work rules and job classifications, reduce our profitability, or interfere with the ability of our management to focus on executing our business strategies.

The loss of our senior executives or key field personnel, such as our general managers, could significantly harm our business.

Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior executives. We have entered into employment letter agreements with certain of our senior executives. However, we cannot guarantee that these individuals will remain with us. Finding suitable replacements for our senior executives could be difficult. We currently do not have a life insurance policy or key person insurance policy with respect to any of our senior executives. Losing the services of one or more of these senior executives could adversely affect our strategic relationships, including relationships with our third-party property owners, franchisees, hospitality venture partners and vendors, and limit our ability to execute our business strategies. See “Management.”

We also rely on the general managers at each of our owned and managed properties to run daily operations and oversee our associates. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train or successfully manage our general managers for our properties could negatively affect our operations.

We derive a substantial portion of our revenues from operations outside the United States and are subject to the risks of doing business internationally.

We currently manage, franchise or own hotels and resorts in 45 countries located on six continents around the world. Our operations outside the United States represented approximately 19% of our revenues for the six months ended June 30, 2009. We expect that revenues from our international operations will continue to account for a significant portion of our total revenues.

As a result, we are subject to the risks of doing business outside the United States, including:

the laws, regulations and policies of foreign governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad;

limitations/penalties on the repatriation of non-U.S. earnings;

changes in regulatory requirements, including imposition of tariffs or embargoes, export controls and other trade restrictions;

the difficulty of managing an organization doing business in many jurisdictions;

import and export licensing requirements and regulations, as well as unforeseen changes in export regulations;

uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and

rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation.

While these factors and the impact of these factors are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business.

Exchange rate fluctuations could result in significant foreign currency gains and losses or lead to costs and risks related to exchange rate hedging activities.

Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our financial results. We translate the value of foreign currency-denominated amounts into U.S. dollars and we report our consolidated financial results of operations in U.S. dollars. Because the value of the U.S. dollar fluctuates relative to other currencies, revenues that we generate or expenses that we incur in other currencies could significantly increase or decrease our revenues or expenses as reported in U.S. dollars. Our exposure to foreign currency exchange rate fluctuations will continue to grow if the relative contribution of our operations outside the United States increases.

We enter into foreign exchange agreements with financial institutions to reduce our exposure to fluctuations in currency exchange rates referred to as hedging activities. However, these hedging activities may not eliminate foreign currency risk entirely and involve costs and risks of their own, such as ongoing management time and expertise and external costs related to executing hedging activities.

If purchasers default on the loans we provide to finance their purchases of our vacation ownership properties, the revenues and profits we derive from our vacation ownership business could be reduced.

We provide secured financing to some of the purchasers of our vacation ownership properties in respect of which we are subject to the risk of purchaser default. If a purchaser defaults under the financing we provide, we could be forced to write off the loan and reclaim ownership of the property. If the property has declined in value, we may incur impairment charges or losses as a result. In addition, we may be unable to resell the property in a timely manner or at the same price. As of June 30, 2009, we had $57 million of mortgage receivables, net of allowances associated with these activities. In addition, if a purchaser of a vacation ownership property defaults on the related loan during the early part of the amortization period, we may not have recovered the marketing, selling and general and administrative costs associated with the sale of such vacation ownership property. If we are unable to recover any of the principal amount of the loan from a defaulting purchaser, or if our allowances for losses from such defaults are inadequate, the profits we derive from our vacation ownership business could be reduced.

Private resales of our vacation ownership interests could lower the demand or prices for our vacation ownership properties, which could reduce our revenues and our profits.

We develop, sell and manage vacation ownership properties in select locations as part of the Hyatt Vacation Club. Private resales by owners of these vacation ownership interests in the secondary market could reduce demand or prices for new vacation ownership interests, particularly if the owners sell their interests at a significant discount. Lower demand or prices for our vacation ownership interests could reduce our revenues and our profits.

Our failure to comply with applicable laws and regulations may increase our costs, reduce our profits or limit our growth.

Our business, properties and associates are subject to a variety of laws and regulations. Generally, these laws and regulations address our sales and marketing efforts, our handling of privacy issues and customer data, our ability to obtain licenses for business operations such as sales of food and liquor, immigration matters, environmental, health and safety, gaming, competition and trade laws, among other things.

Our franchising and vacation ownership businesses and our operations outside the United States are also subject to particular laws and regulation affecting those businesses:

Franchising

Our franchising business is subject to various state laws as well as to regulations enacted by the Federal Trade Commission (FTC). A number of states require franchisors to register with the state or to make extensive disclosures to potential franchisees in connection with offers and sales in those states. The FTC also regulates the manner and substance of our disclosures to prospective franchisees. In addition, several states have “franchise relationship laws” or “business opportunity laws” that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of those agreements.

Vacation Ownership

Our vacation ownership properties are subject to extensive state regulation in both the state in which the property is located and the states in which the property is marketed and sold. Our marketing for these properties is also subject to federal regulation of certain marketing practices, including federal telemarketing regulations. In addition, the laws of most states in which we sell fractional vacation ownership interests give the purchaser the right to rescind the purchase contract within a specified time period.

International Operations

Our business operations in countries outside the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (FCPA) as well as trade sanctions administered by the Office of Foreign Assets Control (OFAC) and the Commerce Department. The FCPA is intended to prohibit bribery of foreign officials or parties and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies’ transactions. OFAC and the Commerce Department administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals.

If we fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of our employees or restrictions on our operation or ownership of hotels and other properties, including the termination of our management, franchising and ownership rights. These restrictions could increase our costs of operations, reduce our profits or cause us to forgo development opportunities that would otherwise support our growth.

The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits or limit our ability to run our business.

Our operations and the properties we manage, own and develop are subject to extensive environmental laws and regulations of various federal, state, local and foreign governments, including requirements addressing:

health and safety;

the use, management and disposal of hazardous substances and wastes;

discharges of waste materials into the environment, such as refuse or sewage; and

air emissions.

We could be subject to liability under some of these laws for the costs of investigating or remediating hazardous substances or wastes on, under, or in real property we currently or formerly

manage, own or develop, or third-party sites where we sent hazardous substances or wastes for disposal. We could be held liable under these laws regardless of whether we knew of, or were at fault in connection with, the presence or release of any such hazardous or toxic substances or wastes. Some of these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination. Furthermore, a person who arranges for hazardous substances or wastes to be transported, disposed of or treated offsite, such as at disposal or treatment facilities, may be liable for the costs of removal or remediation if those substances are released into the environment by third parties at such disposal or treatment facilities. The presence or release of hazardous or toxic substances or wastes, or the failure to properly clean up such materials, could cause us to incur significant costs, or jeopardize our ability to develop, use, sell or rent real property we own or operate or to borrow using such property as collateral.

Other laws and regulations require us to manage, abate or remove materials containing hazardous substances such as mold, lead or asbestos during demolitions, renovations or remodeling at properties that we manage, own or develop or to obtain permits for certain of our equipment or operations. The costs of such management, abatement, removal or permitting could be substantial. Complying with these laws and regulations, or addressing violations arising under them, could increase our environmental costs and liabilities, reduce our profits or limit our ability to run our business. Existing environmental laws and regulations may be revised or new laws and regulations related to global climate change, air quality, or other environmental and health concerns may be adopted or become applicable to us. The identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements, or the adoption of new requirements governing our operations could have a material adverse effect on our results or operations, financial condition and business.

If the insurance that we carry does not sufficiently cover damage or other potential losses involving properties that we manage or own, our profits could be reduced.

We carry insurance from solvent insurance carriers that we believe is adequate for foreseeable losses and with terms and conditions that are reasonable and customary. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain or restrict our ability to buy insurance coverage at reasonable rates. In addition, the recent disruption in the financial markets makes it more difficult to evaluate the stability of insurance companies or their ability to meet their payment obligations. In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations or the replacement cost of any lost investment. Because certain types of losses are significantly uncertain, they can be uninsurable or too expensive to insure. In some cases, these factors could result in certain losses being completely uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues from the property, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations and we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry does not sufficiently cover damages or other losses, our profits could be adversely affected.

Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.

The reputation and perception of our brands is critical to our success in the hospitality industry. If our trademarks or intellectual property are copied or used without authorization, the value of our brands, their reputation, our competitive advantages and our goodwill could be harmed. We regularly apply to register our trademarks in the United States and other countries. However, we cannot assure you that those trademark registrations will be granted or that the steps we take to protect our

trademarks or intellectual property in the United States and other countries will be adequate to prevent others, including third parties or former employees, from copying or using our trademarks or intellectual property without authorization. Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where local law may not adequately protect it.

Monitoring the unauthorized use of our intellectual property is difficult. As we have in the past, we may need to resort to litigation to enforce our intellectual property rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us or otherwise harm our business. Any failure to maintain and protect our trademarks and other intellectual property could reduce the value of our brands and harm our business.

Third-party claims that we infringe their intellectual property rights could subject us to damages and other costs and expenses.

Third parties may make claims against us for infringing their intellectual property rights. Any such claims, even those without merit, could:

be expensive and time consuming to defend;

force us to stop providing products or services that use the intellectual property that is being challenged;

force us to redesign or rebrand our products or services;

divert our management’s attention and resources;

force us to enter into royalty or licensing agreements to obtain the right to use a third party’s intellectual property; or

force us to pay significant damages.

In addition, we may be required to indemnify third-party owners of the hotels we manage or franchisees for any losses they incur as a result of any such infringement claims. Any necessary royalty or licensing agreements may not be available to us on acceptable terms. Any costs, lost revenues, changes to our business or management attention related to intellectual property claims against us, whether successful or not, could impact our business.

Adverse litigation judgments or settlements could reduce our profits or limit our ability to operate our business.

In the normal course of our business, we are often involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third parties, including current or former third-party property owners, guests who use our properties, our employees, our investors or regulators. Any significant adverse litigation judgments or settlements would reduce our profits and could limit our ability to operate our business.

Information technology system failures, delays in the operation of our information technology systems or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business.

Our success depends on the efficient and uninterrupted operation of our information technology systems. For example, we internally developed the technology for our central reservation system, which allows bookings by hotels directly, via telephone through our call centers, by travel agents,

online through our website www.hyatt.com , and through our online reservations partners. In addition, we depend on information technology to run our day-to-day operations, including, among others, hotel services and amenities such as guest check-in and check-out, housekeeping and room service and systems for tracking and reporting financial results of our hotels and the company.

Our information technology systems are vulnerable to damage or interruption from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events. The occurrence of any of these natural disasters or unanticipated problems at any of our information technology facilities or any of our call centers could cause interruptions or delays in our business or loss of data, or render us unable to process reservations.

In addition, if our information technology systems are unable to provide the information communications capacity that we need, or if our information technology systems suffer problems caused by installing system enhancements, we could experience similar failures or interruptions. If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our property and business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brands and our business could be harmed.

Failure to maintain the integrity of internal or customer data could result in faulty business decisions, harm to our reputation or subject us to costs, fines or lawsuits.

We are required to collect and retain large volumes of internal and customer data, including credit card numbers and other personally identifiable information as our various information technology systems enter, process, summarize and report such data. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers expect that we will adequately protect their personal information, and the regulations applicable to security and privacy is increasingly demanding, both in the United States and in other jurisdictions where we operate. A theft, loss, fraudulent or unlawful use of customer, employee or company data could harm our reputation or result in remedial and other costs, fines or lawsuits.

If we fail to stay current with developments in technology necessary for our business, our operations could be harmed and our ability to compete effectively could be diminished.

Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management and our Hyatt Gold Passport program, as well as technology systems that we make available to our guests. These information technology and other systems must be refined, updated, or replaced with more advanced systems on a regular basis. Developing and maintaining these systems may require significant capital. If we are unable to replace or introduce information technology and other systems as quickly as our competitors or within budgeted costs or schedules when these systems become outdated or need replacing, or if we are unable to achieve the intended benefits of any new information technology or other systems, our operations could be harmed and our ability to compete effectively could be diminished.

We may be liable for proposed tax liabilities and the final amount of taxes paid may exceed the amount of applicable reserves, which could reduce our profits.

The Internal Revenue Service (IRS) recently completed its examinations of the consolidated federal income tax returns of Hyatt Hotels Corporation, Hyatt Corporation, AIC and H Group for the taxable years ended December 31, 2003, 2004 and 2005. Based on these examinations (and on examination adjustments for the taxable year ended January 31, 2001), we could be liable for up to

$ 57 million of additional taxes and penalties (plus accrued interest). We and our affiliates have filed protests with the IRS Appeals Office contesting these proposed tax liabilities. We are also subject to ongoing tax audits and disputes in various state, local and foreign jurisdictions. We believe we have established adequate reserves for potential tax liabilities, but the final amount of taxes assessed and paid could exceed the amount of such reserves, which could reduce our profits.

Changes in federal, state, local or foreign tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs.

We are subject to taxation at the federal, state or provincial and local levels in the United States and various other countries and jurisdictions. Our future tax rates could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time the U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application thereof, which could result in materially higher corporate taxes than would be incurred under existing tax law or interpretation and could adversely impact profitability. The current U.S. administration has put forth several revenue raising proposals, some of which target tax provisions that benefit us, including proposals to limit the ability of U.S. companies to continue to defer U.S. taxes on foreign income. State and local tax authorities have also increased their efforts to increase revenues through changes in tax law and audits. Such changes and proposals, if enacted, could increase our future effective income tax rates.

We are a party to certain agreements with foreign tax authorities that reduce or defer the amount of tax we pay. The expiration of such agreements, or changes in circumstances or in interpretation of such agreements, could increase our tax costs.

The terms of our revolving credit facility place restrictions on us and our subsidiaries, reducing operational flexibility and creating default risks.

The terms of our revolving credit facility contain covenants that place restrictions on us and our subsidiaries. These covenants restrict, among other things, our ability to:

incur additional debt, due to a requirement that we satisfy a maximum leverage ratio test, a minimum interest coverage ratio test and a maximum secured debt ratio test;

create liens on our assets to secure indebtedness;

dissolve, merge with other parties or sell all or substantially all of our assets taken as a whole;

engage in other business activities or engage in certain transactions with affiliates; and

change our fiscal year or change our organizational documents.

Failure to comply with these restrictive covenants could result in an event of default that, if not waived or cured, if applicable, could result in the acceleration of all or a substantial portion of our outstanding debt under our revolving credit facility. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see “Description of Principal Indebtedness.”

An increase in interest rates would increase interest costs on our revolving credit facility and any variable rate debt we incur, which could adversely impact our ability to refinance existing debt or acquire assets.

Borrowings under our revolving credit facility bear interest at the London Interbank Offered Rate (LIBOR) or an alternative base rate (defined as the greatest of (a) the federal funds rate plus 0.5%, (b) the prime rate and (c) one-month LIBOR plus 1.0%) plus an additional margin that is based on our

credit ratings. To the extent we borrow under the revolving credit facility, any increase in the interest rate applicable to such borrowings will reduce our cash flows available for other corporate purposes including investments in our portfolio. Further, rising interest rates could limit our ability to refinance existing debt when it matures and increase interest costs on any debt that is refinanced. We may from time to time enter into agreements such as interest rate swaps or other interest rate hedging contracts. While these agreements may lessen the impact of rising interest rates, they also expose us to the risk that other parties to the agreements will not perform or that the agreements will be unenforceable. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to dispose of assets as part of our business strategy. Our revolving credit facility also imposes an additional fee paid to revolving lenders whose loans mature on June 29, 2012 if the calculation of LIBOR falls below 1.00% in the case of LIBOR-based borrowings (including alternative base rate borrowings based on the one-month LIBOR). For a detailed description of the interest margin and fees imposed by the documents governing our indebtedness, see “Description of Principal Indebtedness.”

Rating agency downgrades may increase our cost of capital.

The interest rate of borrowings and the facility fee under our revolving credit facility are determined by a pricing grid which is dependent on our credit ratings by Standard & Poor’s Rating Group and Moody’s Investors Service, Inc. Lower ratings result in a higher cost of funds. Therefore, if these independent rating agencies were to downgrade our credit ratings or if we no longer have a credit rating from either agency, the cost of our borrowing and the amount of the facility fee under our revolving credit facility will increase as specified in the pricing grid. Additionally, any future downgrade of our credit ratings by the rating agencies could reduce or limit our access to capital and increase our cost of capital. We and a number of our competitors have had either a rating or outlook downgrade by the rating agencies as a result of the economic downturn and decreased demand for hospitality products and services. Given the cyclical nature of the hospitality industry and its dependence on the underlying health of the economy, we could be subject to frequent changes in our credit rating. As the economic recovery is expected to be slow in the near term there is a heightened risk of our credit ratings being revised downward.

While we believe that our cash balances are invested conservatively, there is no guarantee that our counterparties can meet their obligations at the time that we need to utilize these deposits.

All of our cash that is not required to fund our daily operating activities is invested in interest bearing investments with a greater focus placed on capital preservation than on investment return. The majority of our cash balances are held on deposit with high quality financial institutions that hold long-term ratings of at least A or A2 from Standard & Poor’s Rating Group or Moody’s Investor Service, Inc., respectively, and in AAA-rated money market funds. As such, we are exposed to counterparty risk on our $968 million of cash and cash equivalents as of June 30, 2009.

Risks Related to Share Ownership and this Offering

Our stock price is likely to be volatile, and you may not be able to resell shares of your Class A common stock at or above the price you paid.

The stock market in general, and hospitality companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the underlying businesses. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. In addition, the financial services industry recently experienced a period of significant disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, which led to increased volatility in securities prices and a

significant level of intervention from the U.S. and other governments in securities markets. These broad market and industry factors may seriously harm the market price of our Class A common stock, regardless of our actual operating performance.

In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following:

quarterly variations in our operating results compared to market expectations;

announcements of new services or products or significant price reductions by us or our competitors;

size of the public float;

stock price performance of our competitors;

fluctuations in stock market prices and volumes;

default on our indebtedness or foreclosure of our properties;

changes in senior management or key personnel;

changes in financial estimates by securities analysts;

negative earnings or other announcements by us or other hospitality companies;

downgrades in our credit ratings or the credit ratings of our competitors;

issuances of capital stock; and

global economic, legal and regulatory factors unrelated to our performance.

The initial public offering price of our Class A common stock will be determined by negotiations between us and the underwriters based upon a number of factors and may not be indicative of prices that will prevail following the consummation of this offering. Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price. As a result, you may suffer a loss on your investment.

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, reduce our profits, divert our management’s attention and resources and harm our business.

After this offering, Pritzker family business interests will continue to have substantial control over us and will maintain the ability to control the election of directors and other matters submitted to stockholders for approval.

Our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. Following this offering, Pritzker family business interests will beneficially own, in the aggregate, approximately % of our Class B common stock, representing approximately % of the outstanding shares of our common stock and approximately % of the total voting power of our outstanding common stock. As a result, Pritzker family business interests will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50%

of the outstanding shares of our common stock. This concentrated control will limit your ability to influence corporate matters, and the interests of Pritzker family business interests may not coincide with our interests or your interests. As a result, we may take actions that you do not believe to be in our interests or your interests and that could depress our stock price.

In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.

Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval.

Pritzker family business interests have entered into (or in the case of common stock owned indirectly by non-U.S. situs trusts, have expressed their desire that the trustee of such trusts and the directors of IHE, INC. and its subsidiaries act in accordance with) a voting agreement with respect to all shares of common stock beneficially owned by Pritzker family business interests. During the term of the voting agreement, which expires on the later to occur of January 1, 2015, and the date upon which more than 75% of the company’s voting power is held by non-Pritzker family business interests, Pritzker family business interests have agreed to vote (or in the case of common stock owned indirectly by non-U.S. situs trusts, have expressed their desire that the trustee of such trusts and the directors of IHE, INC. and its subsidiaries act in accordance with) their shares of our common stock consistent with the recommendation of our board of directors, assuming that a majority of our independent directors agree with the recommendation. In addition, following this offering, other existing stockholders, including entities affiliated with Goldman Sachs & Co. and Madrone GHC, will beneficially own, in the aggregate, approximately % of our outstanding Class B common stock, representing approximately % of the outstanding shares of our common stock and approximately % of the total voting power of our outstanding common stock. These entities have entered into a voting agreement with us, with respect to the shares of Class B common stock that they beneficially own, and have agreed to vote their shares of Class B common stock consistent with the recommendation of our board of directors, without any separate requirement that our independent directors agree with the recommendation. These voting agreements expire on the later to occur of December 31, 2013 and the date that Thomas J. Pritzker is no longer chairman of our board of directors. See “Stockholder Agreements” and “Principal and Selling Stockholders.”

While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. This is because the number of our shares that are required by the voting agreements to be voted consistent with the recommendation of our board of directors will be sufficient to determine the outcome of the election of directors and other matters submitted to stockholders for approval. This will limit your ability to influence the election of directors and other matters submitted to stockholders for approval, even if you do not believe those actions to be in our interests or your interests. For instance, the voting agreements may have the effect of delaying or preventing a transaction that would result in a change of control, if our board of directors does not recommend that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is in our interests or your interests. On the other hand, the voting agreements may result in our stockholders approving a transaction that would result in a change of control, if our board of directors recommends that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is not in our interests or your interests.

You will experience immediate and substantial dilution in the book value of your investment.

The initial public offering price of our Class A common stock is higher than the net tangible book value per share of our outstanding Class A common stock immediately after this offering. Therefore, if you purchase our Class A common stock in this offering, you will incur an immediate dilution of $ in net tangible book value per share based on an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus. Further dilution will result if rights to purchase our Class A common stock that we have issued or may issue in the future are exercised, or if we issue additional shares of our Class A common stock, at prices lower than our net tangible book value at such time. For additional information regarding the dilution effects of this offering, see “Dilution.”

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our Class A common stock. We cannot predict with certainty all of the particular uses for the proceeds from this offering. Any failure by our management to apply these funds effectively could result in financial losses that could harm our business and depress the price of our Class A common stock. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. Regardless of whether our application of the net proceeds results in financial losses, our stock price could drop if the market does not view our use of the net proceeds favorably.

A significant number of shares of our Class A common stock could be sold into the market, which could depress our stock price even if our business is doing well.

Future sales of our Class A common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Based on shares of common stock outstanding as of June 30, 2009, we will have shares of Class A common stock outstanding upon completion of this offering, including shares of Class A common stock to be sold in this offering, and shares of Class B common stock outstanding upon completion of this offering.

Of the outstanding shares, all shares of Class A common stock sold in this offering and any shares sold upon exercise of the underwriters’ option to purchase additional shares will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by any of our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining outstanding shares of Class A common stock and outstanding shares of Class B common stock will be deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act. All of these restricted securities will be subject to the 180-day lock-up period, which may be extended in specified circumstances. Restricted securities may be sold in the public market only if they are registered under the Securities Act or they qualify for an exemption from registration under Rule 144 or 701 under the Securities Act, which rules are summarized in “Shares Eligible For Future Sale.”

Substantially all of these restricted securities are subject to contractual lock-up restrictions contained in the Global Hyatt Agreement, Foreign Global Hyatt Agreement, Amended and Restated Agreement Relating to Stock and the 2007 Stockholders’ Agreement in addition to the 180-day lock-up period as described in “Stockholder Agreements” and “Shares Eligible For Future Sale—Lock-Up Agreements.” These additional restrictions may be amended, waived or terminated by the parties to those lock-up agreements in accordance with the terms of those agreements or, with respect to the

Global Hyatt Agreement and the Foreign Global Hyatt Agreement, the 20% limitation on sales of our common stock may, on an annual basis, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors, without the consent of the underwriters or us and without notice. As a result, following the expiration of the 180-day lock-up period agreed to with the underwriters, all shares of Class A common stock, including shares of Class A common stock that are required to be issued upon conversion of shares of Class B common stock, will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent the lock-up restrictions contained in the Global Hyatt Agreement, Foreign Global Hyatt Agreement, Amended and Restated Agreement Relating to Stock or 2007 Stockholders’ Agreement, as applicable, are waived or terminated with respect to such shares.

Assuming the lock-up restrictions contained in the Global Hyatt Agreement, Foreign Global Hyatt Agreement, Amended and Restated Agreement Relating to Stock and the 2007 Stockholders’ Agreement are not amended, waived or terminated and assuming the parties to these agreements sell the maximum amount permitted to be sold during the first time period that such shares are eligible to be sold, following the expiration of the 180-day lock-up period, and subject to the provisions of Rules 144 and 701 under the Securities Act described in “Shares Eligible For Future Sale,” these restricted securities will be available for sale in the public market as follows:


Number of Shares		Time Period
		After 180 days and up to 12 months from the date of this prospectus.

		After 12 months and up to 24 months from the date of this prospectus.

		After 24 months and up to 36 months from the date of this prospectus.

		After 36 months and up to 42 months (3 ¹ / 2 years) from the date of this prospectus.

		After 42 months (3 ¹ / 2 years) and up to 48 months from the date of this prospectus.

		After 48 months and up to 54 months (4 ¹ / 2 years) from the date of this prospectus.

		After 54 months (4 ¹ / 2 years) and up to 60 months from the date of this prospectus.

		After 60 months and up to 66 months (5 ¹ / 2 years) from the date of this prospectus.

		After 66 months (5 ¹ / 2 years) and up to 72 months from the date of this prospectus.

		At various times after 72 months from the date of this prospectus.

If shares are not sold during the first time period that they become eligible for sale as set forth above, the number of shares eligible for sale during future periods will increase.

Moreover, after this offering, certain holders of our common stock will have rights, subject to some conditions, to require us to file registration statements registering sales of their shares or to include sales of their shares in registration statements that we may file for ourselves or other stockholders. Shares sold under these registration statements can be freely sold in the public market, subject to the lock-up agreements described in “Underwriting.” In addition, 18,921,361 shares of our Class A common stock reserved for issuance under our LTIP and under a restricted stock unit agreement will become eligible for sale in the public market once those shares are issued and subject to provisions relating to various vesting agreements, lock-up agreements and Rule 144, as applicable.

If any of these holders causes a large number of securities to be sold in the public market, the sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital.

We also may issue shares of our Class A common stock from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares that we may issue may in turn be significant.

No public market for our Class A common stock currently exists, and we cannot assure you that an active, liquid trading market will develop or be sustained following this offering.

Before this offering, there has been no public market for our Class A common stock. An active, liquid trading market for our Class A common stock may not develop or be sustained following this offering. We have applied to have our Class A common stock listed on the New York Stock Exchange, but we cannot assure you that our application will be approved. In addition, we cannot assure you as to the liquidity of any such market that may develop or the price that our stockholders may obtain for their shares of our Class A common stock.

Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our stock price and trading volume.

We currently expect securities research analysts, including those affiliated with our underwriters, will establish and publish their own quarterly projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts’ projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, our stock price or trading volume could decline. While we expect securities research analyst coverage, if no securities or industry analysts commence coverage of our company, the trading price for our stock and the trading volume could decline.

If we are unable to assess favorably the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, our stock price could be adversely affected.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and beginning with our Annual Report on Form 10-K for the year ending December 31, 2010, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, and have spent considerable time and effort over the last several years building a strong internal control environment. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. In addition, in connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. Our management team is committed to maintaining effective control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investor confidence and our stock price could be reduced.

Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control, even if a sale of Hyatt would be beneficial to our stockholders, which could cause our stock price to decline and prevent attempts by our stockholders to replace or remove our current board of directors or management.

Upon the consummation of this offering, our amended and restated certificate of incorporation and bylaws, as well as agreements with our major stockholders, will contain provisions that may delay

or prevent a change of control, discourage bids at a premium over the market price of our common stock and diminish the voting and other rights of the holders of our common stock. These provisions include, among others:

Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction, even if our major stockholders own less than 50% of the outstanding shares of our common stock. This concentrated control could discourage others from initiating any merger, takeover or other change of control transaction that other stockholders may view as beneficial.

Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares of our common stock consistent with the recommendation of our board of directors, assuming in certain instances that a majority of our independent directors agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. These voting agreements could delay or prevent a merger, takeover or other change of control transaction that you or our major stockholders may view as beneficial, if our board of directors does not recommend that our stockholders vote in favor of the transaction.

Lock-up agreements entered into with or among our major stockholders limit the ability of these stockholders to sell their shares of our common stock to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging or gaming industries. These lock-up agreements could prevent our major stockholders from selling their shares to a potential acquirer of our company, and as a result could delay or prevent a merger, takeover or other change of control transaction that you may view as beneficial.

Stockholders party to our 2007 Stockholders’ Agreement have agreed, subject to certain limited exceptions, not to participate in any acquisition of any of our or our subsidiaries’ securities, any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or any “solicitation” of “proxies.” These standstill provisions may prevent a merger or other takeover or a change of control to us.

Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.

Holders of our Class A common stock vote together with the holders of our Class B common stock on all matters, including the election of directors, and our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, upon completion of this offering, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.

Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office, which prevents stockholders from being able to fill vacancies on our board of directors.

Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent, which means that our stockholders cannot take actions without a meeting of our stockholders.

Special meetings of our stockholders can be called only by the chairman of the board or by our corporate secretary at the direction of our board of directors, which means that stockholders cannot call special meetings of our stockholders.

Our bylaws establish an advance notice procedure for stockholders to submit proposed nominations of persons for election to our board of directors and other proposals for business to be brought before an annual meeting of our stockholders. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Our board of directors may issue up to 10,000,000 shares of preferred stock, with designations, rights and preferences as may be determined by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights that could dilute the interest of, or impair the voting power of, holders of our common stock. The issuance of a series of preferred stock, or rights to acquire our preferred stock, could also be used as a method of discouraging, delaying or preventing a change of control.

An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws, which may make it difficult for our stockholders to approve amendments to our certificate of incorporation or bylaws.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and related rules implemented by the Securities and Exchange Commission and the New York Stock Exchange. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We do not intend to pay dividends on our common stock for the foreseeable future.

business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments and such other factors as our board of directors deems relevant.

Non-U.S. holders who own more than 5% of our Class A common stock may be subject to U.S. federal income tax on gain realized on the disposition of such stock.

Because we have significant U.S. real estate holdings, we may be a “United States real property holding corporation” (USRPHC) for U.S. federal income tax purposes, but we have made no determination to that effect. There can be no assurance that we do not currently constitute or will not become a USRPHC. As a result, a “non-U.S. holder” (as defined in “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock”) may be subject to U.S. federal income tax on gain realized on a disposition of our Class A common stock if such non-U.S. holder has owned, actually or constructively, more than 5% of our Class A common stock at any time during the shorter of (a) the five-year period ending on the date of disposition and (b) the non-U.S. holder’s holding period in such stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “The Lodging Industry,” “Business” and “Shares Eligible For Future Sale”, contains forward-looking statements. These statements include statements about our plans, strategies and prospects and involve known and unknown risks that are difficult to predict. Therefore, our actual results, performance or achievements may differ materially from those expressed in or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. You should not place undue reliance on forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

the factors discussed in this prospectus set forth under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

the depth and duration of the current economic downturn;

levels of spending in the business, travel and leisure industries as well as consumer confidence;

declines in occupancy and average daily rate;

hostilities, including future terrorist attacks, or fear of hostilities that affect travel;

travel-related accidents;

natural disasters, such as earthquakes, tsunamis, tornados, hurricanes or floods;

the seasonal and cyclical nature of the real estate and hospitality businesses;

changes in distribution arrangements, such as through internet travel intermediaries;

changes in the tastes and preferences of our customers;

relationships with associates and labor unions and changes in labor law;

financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners;

risk associated with potential acquisitions and dispositions and the introduction of new brand concepts;

changes in federal, state, local or foreign tax law;

increases in interest rates and operating costs;

fluctuations in currency exchange rates;

lack of acceptance of new brands or innovation;

general volatility of the capital markets and our ability to access the capital markets;

changes in the competitive environment in our industry and the markets where we operate;

outcomes of legal proceedings; and

violation of regulations or laws related to our franchising business.

These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares of Class A common stock in this offering will be approximately $ million, based on an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the net proceeds to us by $ million assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders.

We currently intend to use the net proceeds to us from this offering primarily for working capital and other general corporate purposes, including capital expenditures. Additionally, we may use a portion of the net proceeds for the acquisition of, or investment in, new properties or businesses that complement our business. We currently do not have any understandings, commitments or agreements to enter into any acquisitions or investments. We cannot assure you that we will complete any acquisitions or investments or that, if completed, any such acquisition or investment will be successful. Our management will have broad discretion over the uses of the net proceeds from this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. In addition, we must comply with the covenants in our revolving credit facility if we want to pay cash dividends. We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and, therefore, do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments and such other factors as our board of directors deems relevant. Accordingly, you may need to sell your shares of our Class A common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.

CAPITALIZATION

The following table sets forth our capitalization and cash and cash equivalents as of June 30, 2009:

on an actual basis;

on an as adjusted basis to give effect to:

the filing of our amended and restated certificate of incorporation, which will occur prior to the consummation of this offering, and that provides for, among other things, (1) the authorization of 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock; (2) the authorization of 10,000,000 shares of preferred stock; (3) the reclassification of 52,067 outstanding shares of common stock into 52,067 shares of Class A common stock; and (4) the reclassification of 336,011,716 outstanding shares of common stock into 336,011,716 shares of Class B common stock, of which shares will convert into shares of Class A common stock at the time that they are sold by the selling stockholders in this offering; and

the receipt of the net proceeds from the sale of shares of Class A common stock by us in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us.

You should read this capitalization table together with “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.


	As of June 30, 2009
(in millions)	Actual			As Adjusted(1)
Cash and cash equivalents (excluding restricted cash)	$	968		$

Long-term debt, including current portion	$	612		$
Stockholders’ equity:
Preferred stock; $0.01 par value; 9,900,000 shares authorized and no shares issued and outstanding, actual; 10,000,000 shares authorized and no shares issued and outstanding, as adjusted		—
Common stock; $0.01 par value; 400,000,000 shares authorized and 336,063,783 shares issued and outstanding, actual; no shares authorized, issued and outstanding, as adjusted		3
Class A common stock; $0.01 par value; no shares authorized, issued and outstanding, actual; 1,000,000,000 shares authorized and shares issued and outstanding, as adjusted		—
Class B common stock; $0.01 par value; no shares authorized, issued and outstanding, actual; 500,000,000 shares authorized and shares issued and outstanding, as adjusted		—
Additional paid-in capital		3,590
Retained earnings		1,345
Accumulated other comprehensive loss		(64	)

Total stockholders’ equity		4,874

Total capitalization	$	5,486		$

(1)	A $1.00 increase or decrease in the assumed initial public offering price of $ , the midpoint of the range set forth on the front cover of this prospectus, would result in an approximately

$ million increase or decrease in each of the as adjusted cash and cash equivalents, as adjusted additional paid-in capital, as adjusted total stockholders’ equity and as adjusted total capitalization, assuming the number of shares offered by us set forth on the front cover of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease as adjusted cash and cash equivalents, as adjusted additional paid-in capital, as adjusted total stockholders’ equity and as adjusted total capitalization by approximately $ million assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and terms of this offering determined at pricing.

The number of shares of common stock in the table above does not include 13,921,361 shares of common stock reserved for issuance under our LTIP and a restricted stock unit agreement as of June 30, 2009 or an additional 5,000,000 shares of common stock reserved under the LTIP in July 2009. See “Compensation Discussion and Analysis—Employee Benefits” and “Compensation Discussion and Analysis—Long-Term Incentive.”

DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of Class A common stock in this initial public offering and the adjusted net tangible book value per share of Class A common stock immediately after completion of this offering.

The net tangible book value of our common stock as of June 30, 2009, was approximately $4.6 billion, or approximately $13.76 per share, based on 336,063,783 shares of common stock outstanding as of June 30, 2009. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding.

After giving effect to our issuance of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus and after deducting the underwriting discount and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2009 would have been approximately $ million, or approximately $ per share of common stock. This represents an immediate increase in net tangible book value per share of $ to our existing stockholders and an immediate dilution of $ per share to purchasers of Class A common stock in this offering. If the initial public offering price is higher or lower than $ per share, the dilution to new stockholders will be higher or lower. The following table illustrates this per share dilution:


Assumed initial public offering price per share		$
Net tangible book value per share as of June 30, 2009	$13.76
Increase in net tangible book value per share attributable to this offering

As adjusted net tangible book value per share after this offering

Dilution per share to new investors in this offering		$

Dilution per share to new investors is determined by subtracting as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by a new investor.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, would increase or decrease as adjusted net tangible book value per share by approximately $ million, or approximately $ per share, and the dilution per share to investors in this offering by approximately $ per share, assuming that the number of shares offered by us set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1.0 million shares in the number of shares offered by us would result in an as adjusted net tangible book value of approximately $ million, or approximately $ per share, and the dilution per share to investors in this offering would be approximately $ per share, assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, a decrease of 1.0 million shares in the number of shares offered by us would result in an as adjusted net tangible book value of approximately $ million, or approximately $ per share, and the dilution per share to investors in this offering would be approximately $ per share, assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering.

The following table sets forth as of June 30, 2009, on the as adjusted basis described above, the number of Class A shares purchased from us, the total consideration paid and the average price per share paid by our existing stockholders and by the investors purchasing shares in this offering based on an assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, before deducting the underwriting discount and estimated expenses payable by us (dollars in thousands, except per share amounts):


	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders			%	$		%	$
New investors							$

Totals		100	%	$	100	%

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $ million, assuming that the number of shares offered by us set forth on the front cover of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $ million, assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

The discussion and tables above are based on 336,063,783 shares of common stock outstanding as of June 30, 2009. This number excludes 13,921,361 shares of common stock reserved for issuance under the LTIP and a restricted stock unit agreement as of June 30, 2009 and an additional 5,000,000 shares of common stock reserved under the LTIP in July 2009. See “Compensation Discussion and Analysis—Employee Benefits ” and “Compensation Discussion and Analysis—Long-Term Incentive.”

SELECTED CONSOLIDATED FINANCIAL DATA

We derived the selected consolidated statements of income data for the years ended December 31, 2008, 2007 and 2006 and the selected consolidated balance sheet data as of December 31, 2008 and 2007 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected consolidated statements of income data for the years ended December 31, 2005 and 2004 and the selected consolidated balance sheet data as of December 31, 2006, 2005 and 2004 from our audited consolidated financial statements which are not included in this prospectus. We derived the summary consolidated statements of income data for the six months ended June 30, 2009 and June 30, 2008 and the consolidated balance sheet data as of June 30, 2009 from our unaudited consolidated interim financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated interim financial statements on the same basis as our audited financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

You should read the selected historical financial data together with the consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Summary Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Principal Indebtedness” and the other financial information included elsewhere in this prospectus.


	Six Months Ended June 30,					Year Ended December 31,
(in millions, except per share data)	2009			2008		2008		2007		2006		2005		2004(1)
	(Unaudited)
Consolidated statements of income data:
Owned and leased hotel revenues	$	876		$	1,125	$	2,139	$	2,039	$	1,860	$	1,748	$	1,472
Management and franchise fee revenues		109			162		290		315		294		227		202
Other revenues		29			48		83		103		110		112		88
Other revenues from managed properties (2)		623			674		1,325		1,281		1,207		1,080		920

Total revenues		1,637			2,009		3,837		3,738		3,471		3,167		2,682

Direct and selling, general and administrative expenses		1,593			1,759		3,473		3,353		3,119		2,880		2,494
Income (loss) from continuing operations		(38	)		175		114		266		331		278		175
Net income (loss) attributable to Hyatt Hotels Corporation		(36	)		173		168		270		315		336		227

Income (loss) from continuing operations per common share, basic and diluted	$	(0.14	)	$	0.68	$	0.45	$	0.98	$	1.20	$	1.20	$	0.84


	As of June 30, 2009		As of December 31,
(in millions)	Actual	As Adjusted (3)(4)	2008	2007	2006	2005	2004
	(Unaudited)
Consolidated balance sheet data:
Cash and cash equivalents	968		428	409	801	960	1,067
Total current assets	1,529		1,057	1,065	1,501	1,645	2,158
Property and equipment, net	3,616		3,495	3,518	2,769	2,296	1,646
Intangibles, net	276		256	359	154	102	43
Total assets	6,739		6,119	6,248	5,522	5,081	4,658

Total current liabilities	574		653	697	1,001	600	890
Long-term debt	595		1,209	1,288	173	500	514
Other long-term liabilities	670		665	794	588	519	258
Total liabilities	1,839		2,527	2,779	1,762	1,619	1,662
Total stockholders’ equity	4,874		3,564	3,434	3,731	3,430	2,957

Total liabilities and stockholders’ equity	6,739		6,119	6,248	5,522	5,081	4,658

(1)

The consolidated statement of income for 2004 reflects the combined and consolidated full year operating results of Hyatt Corporation, AIC Holding Co. and various hospitality related entities owned, prior to their contribution to our predecessor, Global Hyatt Corporation, in 2004, by Pritzker family business interests. See “Prospectus Summary—Corporate Information” and note 1 to our consolidated financial statements included elsewhere in this prospectus.

(2)

(3)

(4)

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, would result in an approximately $ million increase or decrease in each of cash and cash equivalents, total assets and total stockholders’ equity, assuming that the number of shares offered by us set forth on the front cover of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease cash and cash equivalents, total assets and total stockholders’ equity by approximately $ million assuming the assumed initial public offering price of $ per share, the midpoint of the range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” and our consolidated financial statements included elsewhere in this prospectus. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

Overview

We are a global hospitality company engaged in the management, franchising, ownership and development of Hyatt-branded hotels, resorts and residential and vacation ownership properties around the world. As of June 30, 2009, our worldwide property portfolio consisted of 413 Hyatt-branded properties ( 119,509 rooms and units), including:

158 managed properties (60,934 rooms), all of which we operate under management agreements with third-party property owners;

100 franchised properties (15,322 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

96 owned properties (including 4 consolidated hospitality ventures) (25,786 rooms) and 6 leased properties (2,851 rooms), all of which we manage;

28 managed properties owned by unconsolidated hospitality ventures (12,361 rooms);

15 vacation ownership properties (933 units), all of which we manage; and

10 residential properties (1,322 units), all of which we manage and some of which we own.

Our full service hotels operate under four world-recognized brands, Park Hyatt, Grand Hyatt, Hyatt Regency and Hyatt. We recently introduced our fifth full service brand, Andaz, geared toward today’s individual business and leisure travelers. Our two select service brands are Hyatt Place and Hyatt Summerfield Suites (an extended stay brand), which have been well received in the United States and we believe have significant growth potential both in the United States and internationally. We develop, sell and manage vacation ownership properties in select locations as part of the Hyatt Vacation Club. We also manage Hyatt-branded residential properties that are often adjacent to Hyatt-branded full service hotels. We assist third parties in the design and development of such mixed-use projects based on our expertise as a manager and owner of vacation ownership properties, residential properties and hotels.

We report our consolidated operations in U.S. dollars and manage our business within three reportable segments as described below:

Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.

North American management and franchising, which consists of our management and franchising of properties located in the United States, Canada and the Caribbean, except for Park Hyatt and Andaz branded hotels.

International management and franchising, which consists of our management and franchising of properties located outside of the United States, Canada and the Caribbean. All of our Park Hyatt and Andaz branded hotels are managed by our international management and franchising segment and the management of these hotels is reported in this segment.

In addition to our three reportable segments, Corporate and other includes the results of our vacation ownership business and unallocated corporate expenses.

Key Business Metrics Evaluated by Management

Revenues

We primarily derive our revenues from hotel operations, management and franchise fees, other revenues from managed properties and vacation ownership properties. Management uses revenues to assess the overall performance of our business and analyze trends such as consumer demand, brand preference and competition. For a detailed discussion of the factors that affect our revenues, see “—Principal Factors Affecting our Results of Operations.”

Net Income Attributable to Hyatt Hotels Corporation

Net income attributable to Hyatt Hotels Corporation represents the total earnings or profits generated by our business. Management uses net income to analyze the performance of our business on a consolidated basis.

Adjusted EBITDA

We use the term Adjusted EBITDA throughout this prospectus. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation before interest expense; other income (loss), net; benefit (provision) for income taxes; depreciation and amortization; gains on sales of real estate; asset impairments; a 2008 charge resulting from the termination of our supplemental executive defined benefit plans; discontinued operations and changes in accounting principles, net of tax; and equity earnings (losses) from unconsolidated hospitality ventures, to which we add our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture and net (income) loss attributable to noncontrolling interests. We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments to corporate and other Adjusted EBITDA. See “—Results of Operations.”

Our board of directors and executive management team focuses on Adjusted EBITDA as a key performance and compensation measure both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operating performance both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our chief operating decision maker, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in significant part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA or some combination of both.

Adjusted EBITDA is not a substitute for net income attributable to Hyatt Hotels Corporation, income from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income and consolidated statements of cash flows in our consolidated financial statements included elsewhere in this prospectus.

Revenue per Available Room (RevPAR)

RevPAR is the product of the average daily rate and the average daily occupancy percentage. RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, telephone and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. RevPAR is a commonly used performance measure in the industry.

RevPAR changes that are driven predominately by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominately by changes in average room rates. For example, increases in occupancy at a hotel would lead to increases in room revenues and additional variable operating costs (including housekeeping services, utilities and room amenity costs), and could also result in increased ancillary revenues (including food and beverage). In contrast, changes in average room rates typically have a greater impact on margins and profitability as there is no substantial effect on variable costs.

Average Daily Rate (ADR)

ADR represents hotel room revenues, divided by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.

Occupancy

Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.

Comparable Hotels

“Comparable system-wide hotels” represents all properties we manage or franchise (including owned and leased properties) and that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption or undergone large scale renovations during the periods being compared or for which comparable results are not available. “Comparable owned hotels” represents all properties we own or lease and that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption or undergone large scale renovations during the periods being compared or for which comparable results are not available. Comparable system-wide hotels and comparable owned hotels are commonly used as a basis of measurement in the industry.

Principal Factors Affecting our Results of Operations

Revenues

Principal Components

We primarily derive our revenues from the following sources:

Revenues from hotel operations. Represents revenues derived from hotel operations, including room rentals and food and beverage sales and other ancillary revenues at our owned and leased properties. Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers, as discussed below. Revenues from our owned and leased hotels segment are primarily derived from hotel operations.

Revenues from room rentals and ancillary revenues are primarily derived from three categories of customers: transient, group and contract. Transient guests are individual travelers who are traveling for business or leisure. Our group guests are traveling for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by associations, corporate, social, military, educational, religious or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services. Our contract guests are traveling under a contract negotiated for a block for rooms for more than 30 days in duration at agreed-upon rates. Airline crews are typical generators of contract demand for our hotels.

Management and franchise fees. Represents revenues derived from fees earned from hotels and residential properties managed worldwide (usually under long-term management agreements), franchise fees received in connection with the franchising of our brands (usually under long-term franchise agreements), termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement.

Our management agreements typically provide for a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. In these two-tier fee structures, our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. In addition, we are paid an incentive fee that is typically calculated as a percentage of a hotel profitability measure, as defined in the applicable agreement. Outside of the United States, our fees are often more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.

Franchise fees generally consist of an initial application fee and continuing royalty fees calculated as a percentage of gross room revenues. Royalty fees for our full service brands also include a percentage of gross food and beverage revenues and gross spa revenues, where applicable.

Other revenues from managed properties. Represents revenues related primarily to payroll costs at managed properties where we are the employer and are fully reimbursed by the third-party property owner based on the costs incurred, with no added margin. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. We record these revenues in “Other revenues from managed properties” and the corresponding costs in “Other costs from managed properties” in our consolidated statements of income.

Intersegment eliminations. We evaluate our reportable segments with intersegment revenues and expenses included in their results. These intersegment revenues and expenses represent management fees earned by our North American and international management and franchising segments for managing our owned and leased hotels. As presented throughout this prospectus, the individual segment results for the management and franchising businesses include the intersegment fee revenues and our owned and leased hotels include the intersegment fee expenses. Both the fee revenues and expenses are eliminated in consolidation.

Factors Affecting our Revenues

The following factors affect the revenues we derive from our operations. For other factors affecting our revenues, see “Risk Factors—Risks Related to Our Business.”

Consumer demand and global economic conditions . Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our owned operations and the amount of management and franchising fee revenues we are able to generate from our managed and franchised properties. Also, declines in hotel profitability during an economic downturn directly impact the incentive portion of our management fees, which is based on hotel profit measures. Our vacation ownership business is also linked to cycles in the general economy and consumer discretionary spending. As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility. See “Risk Factors—Risks Related to the Hospitality Industry.”

During the second half of 2008 and the first half of 2009, the ongoing global economic recession and its negative effect on demand by transient business and leisure travelers and associations and other group customers depressed demand throughout the hospitality industry. These conditions resulted in a decline in RevPAR for the fourth quarter of 2008 and some of the most significant RevPAR declines we have experienced in recent history during the first half of 2009. This reduced demand has resulted in and may continue to result in decreases in occupancy levels and ADR.

We believe that the economic recession will continue to significantly affect all of our customer segments. During the first six months of 2009, our systemwide RevPAR declined by 24% compared to the first six months of 2008. We believe that, during the remainder of the year, occupancy could stabilize. However, we expect that there will likely be continued pressure on average room rates. The current economic environment makes it difficult for us to predict future demand for our hospitality products and services.

We anticipate that recovery of demand for hospitality products and services will lag an improvement in current economic conditions. We cannot predict how severe or prolonged the global economic downturn will be. Furthermore, current global economic conditions have significantly impacted consumer confidence and behavior and, as a result, historical marketing information that we have collected may be less effective as a means of predicting future demand and operating results.

Competition . The global lodging industry is highly competitive. As a result of the decreased demand for hospitality products and services in the current economic environment, competition in the industry has become increasingly fierce. While we generally try to maintain rates whenever possible, the overall reduction in business travel since the second half of 2008 has placed significant pressure on occupancy levels at our properties as well as those of our competitors. Accordingly, we have increased the number of promotional offers and expanded distribution channels in an effort to attract guests. While declines in occupancy levels have recently begun to stabilize, room rates continue to be under pressure. Continued competition for a reduced pool of travelers will make it difficult to regain previous ADR levels in a short period of time even if demand and occupancy levels begin to rise. We believe that our brand strength and ability to manage our operations in an efficient manner will help us to compete successfully within the global hospitality industry.

Agreements with third-party owners and franchisees and relationships with developers . We depend on our long-term management and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchising fee revenues. The success and sustainability of our management and franchising business depends on our ability to perform under our management and franchising agreements and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth. We believe that we have good relationships with our third-party owners, franchisees and developers and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of owners, franchisees and developers and are not heavily concentrated with any particular third party.

Access to capital . The hospitality industry is a capital intensive business that requires significant amounts of capital expenditures to develop, maintain and renovate properties. Access to the capital that we or our third-party owners, franchisees or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues. Over the past twelve months, the credit markets and the financial services industry have experienced a period of significant disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, increased volatility in securities prices, severely diminished liquidity and credit availability and a significant level of intervention from the governments of the U.S. and other countries. As a result of these market conditions, the cost and availability of capital has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. In particular, in the current environment, available capital for new development is extremely limited if available at all. The availability of capital or the conditions under which we or our third-party owners, franchisees or development partners can obtain capital can have a significant impact on the overall level and pace of future development and therefore the ability to grow our revenues. The recent disruption in the capital markets has diminished the ability and desire of existing and potential development partners to access capital necessary to develop properties actively. We believe that a continued normalization of credit markets as well as significant improvements in the global economy and overall business environment will be necessary before we see a material increase in development activity with third parties.

Expenses

Principal Components

We primarily incur the following expenses:

Owned and leased hotel expenses. Owned and leased hotel expenses comprise the largest portion of our total direct and selling, general and administrative expenses and reflect the expenses of our consolidated owned and leased hotels. Expenses to operate our hotels include room expense, food and beverage costs, other support costs and property expenses. Room expense includes

compensation costs for housekeeping, laundry and front desk staff and supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support expenses consist of costs associated with property-level management, utilities, sales and marketing, operating hotel spas, telephones, parking and other guest recreation, entertainment and services. Property expenses include property taxes, repairs and maintenance, rent and insurance.

Depreciation and amortization expense. These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, furniture, fixtures and equipment at our consolidated owned and leased hotels. Amortization expense primarily consists of amortization of management agreement acquisition costs and franchise and brand intangibles, which are amortized over their estimated useful lives.

Selling, general and administrative expenses. Selling, general and administrative expenses consist primarily of compensation expense for our corporate staff and personnel supporting our business segments (including divisional offices that support our management and franchising segments), professional fees (including consulting, audit and legal fees), travel and entertainment expenses, bad debt expenses, contractual performance obligations and office administrative and related expenses.

Other costs from managed properties. Represents costs related primarily to payroll expenses at managed properties where we are the employer. These costs are reimbursed to us with no added margin. As a result, these costs have no effect on our profit, although they do increase our total expenses and the corresponding reimbursements increase our total revenues. We record these costs in “Other costs from managed properties” and the corresponding revenues in “Other revenues from managed properties” in our consolidated statements of income.

Factors Affecting our Costs and Expenses

The following are several principal factors that affect the costs and expenses we incur in the course of our operations. For other factors affecting our costs and expenses, see “Risk Factors—Risks Related to Our Business.”

Fixed nature of expenses. Many of the expenses associated with managing, franchising, owning and developing hotels and residential and vacation ownership properties are relatively fixed. These expenses include personnel costs, rent, property taxes, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have a particularly adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth, such as the current economic recession. Economic downturns generally affect the results of our owned and leased hotel segment more significantly than the results of our management and franchising segments due to the high fixed costs associated with operating an owned or leased property. The effectiveness of any cost-cutting efforts are limited by the fixed-cost nature of our business. As a result, we may not be able to offset further revenue reductions through cost cutting. Employees at some of our owned hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues. In addition, any of our efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our properties and brands. Over the past year, we have taken steps to reduce our cost base to levels we feel are appropriate to respond to declining revenues without jeopardizing the overall customer experience or the value of our properties or brands. While we intend to pursue additional cost saving opportunities and maintain our cost structure at appropriate levels while business at our hotels remains depressed, we expect to see the reduced margin levels we have been experiencing to continue until revenues improve.

Changes in depreciation expenses. Changes in depreciation expenses may be driven by renovations of existing properties, acquisition or development of new properties or the disposition of existing properties through sale or closure. We intend to consider strategic and complementary acquisitions of and investments in businesses, properties or other assets. If we consummate any asset acquisitions, we would likely add depreciable assets, which would result in an increase in depreciation expense.

Demand for vacation ownership properties. The ongoing economic downturn has severely reduced consumer demand for vacation ownership properties. A significant portion of our costs to support our vacation ownership business relates to direct sales and marketing of these properties. Accordingly, we have significantly reduced these costs as a response to lower demand. These reductions have allowed us to maintain our profit margins in our vacation ownership business but may not be sufficient to offset further reductions in revenues.

Other Items

Asset impairments

We hold significant amounts of goodwill, intangible assets, long-lived assets and equity method investments. We evaluate these assets for impairment as further discussed in “—Critical Accounting Policies and Estimates.” These evaluations have, in the past, resulted in impairment charges for certain of these assets based on the specific facts and circumstances surrounding those assets. Based on a continuation of the current economic conditions or other factors, we may be required to take additional impairment charges to reflect further declines in our asset and/or investment values.

Acquisitions, divestitures and significant renovations

We periodically acquire, divest of or undertake significant renovations in hotel properties. The results of operations derived from these properties do not, therefore, meet the definition of “comparable hotels” as defined in “—Key Business Metrics Evaluated by Management.” The results of operations from these properties, however, may have a material effect on changes in our results from period to period and are, therefore, discussed separately in our discussion on results of operations when material.

In the six months ended June 30, 2009, we acquired our Hyatt Regency Boston property for a purchase price of $110 million. In 2007, we acquired three properties consisting of: (1) the remaining 50% interest in our Andaz Liverpool Street property (formerly the Great Eastern Hotel), for a purchase price of GBP 40 million ($83 million) and the assumption of GBP 55 million ($114 million) of debt, (2) our Hyatt Regency San Antonio property, for a purchase price of $161 million and the assumption of $67 million of debt, and (3) our Hyatt Regency Grand Cypress property, which we acquired through a capital lease.

In 2008, we sold US Franchise Systems, Inc., which franchised Microtel Inns & Suites and Hawthorn Suites, for a sale price of $131 million.

Effect of foreign currency exchange rate fluctuations

A significant portion of our operations are conducted in functional currencies other than our reporting currency which is the U.S. dollar. As a result, we are required to translate those results from the functional currency into U.S. dollars at market based average exchange rates during the period reported. When comparing our results of operations between periods, there may be material portions of the changes in our revenues or expense that are derived from fluctuations in exchange rates experienced between those periods.

Results of Operations

Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008

Consolidated Results

Revenues . Consolidated revenues in the six months ended June 30, 2009 decreased $372 million, or 18.5%, compared to the six months ended June 30, 2008, including $49 million in net unfavorable currency effects and a $51 million decrease in other revenues from managed properties. Comparable owned and leased hotel revenue decreased $257 million over the same period, which includes net unfavorable currency effects of $39 million. The remaining decrease in revenues related primarily to reduced management fees in our management and franchising segments. Revenues for our owned and leased hotels and our management and franchising segments were negatively affected by widespread weakness in hotel results driven by sharply reduced demand. The table below provides a breakdown of revenues by segment for the six months ended June 30, 2009 and 2008:


	Six Months Ended June 30,
(in millions, except percentages)	2009			2008			Variance
Owned and leased hotels	$	876		$	1,125		$	(249	)	(22.1	)%
North American management and franchising		680			764			(84	)	(11.0	)%
International management and franchising		82			118			(36	)	(30.5	)%
Corporate and other		37			59			(22	)	(37.3	)%
Eliminations		(38	)		(57	)		19		33.3	%

Consolidated revenues	$	1,637		$	2,009		$	(372	)	(18.5	)%

Owned and leased hotels expense . Expenses for owned and leased hotels decreased by $97 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, driven primarily by cost reductions at comparable owned hotels of $104 million. Non-comparable hotels drove $8 million of increased expenses, due primarily to the 2009 acquisition of our Hyatt Regency Boston property and the opening of a re-branded hotel.

Depreciation and amortization expense . Depreciation and amortization expense increased by $5 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, driven primarily by increased depreciation of $3 million related to the acquisition of our Hyatt Regency Boston property in 2009 and the opening of a re-branded hotel.

Other direct costs . Other direct costs represent costs associated with our vacation ownership operations. These costs decreased by $7 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, due to reduced sales of our vacation ownership interests, which have slowed significantly due to reductions in demand.

Selling, general and administrative expenses . Selling, general and administrative costs decreased by $16 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. Through our cost reduction initiatives, we have decreased marketing costs by $12 million, which primarily related to our vacation ownership business, as well as travel and entertainment expenses by $5 million, corporate compensation and benefit related costs by $4 million and professional fee expenses by $3 million. Partially offsetting these decreased expenses were increased expenses under contractual performance obligations of $4 million at our select service hotels and increased bad debt expenses of $4 million.

Net gains (losses) and interest income from marketable securities held to fund operating programs . Marketable securities held to fund operating programs generated a net gain of $8 million in the six months ended June 30, 2009, compared to the net loss of $7 million in the six months ended June 30, 2008 due to improved performance of the underlying securities.

Equity earnings (losses) from unconsolidated hospitality ventures . Equity losses from unconsolidated hospitality ventures were $13 million in the six months ended June 30, 2009, compared to income of $12 million for the six months ended June 30, 2008. The decrease was due to a combination of factors, including the current year impairment charges of $10 million, including impairment of interests in a hospitality venture property of $7 million and a vacation ownership property of $3 million. There was a $15 million decline attributable to lower earnings generated by the underlying hotels, of which $2 million related to newly opened hotels.

Interest expense . Interest expense decreased by $1 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. There was a $4 million reduction in interest expense relating to the repayment of $600 million of senior subordinated notes in the second quarter of 2009. Further information on this transaction is discussed in “—Liquidity and Capital Resources.” This reduction was offset by a $3 million gain on an interest rate swap which reduced prior year interest expense. The interest rate swap affected interest expense until the swap was designated for hedge accounting treatment in November 2008.

Asset impairments . Asset impairments recorded for the six months ended June 30, 2009 and 2008 were $8 million and $0, respectively. The $8 million impairment charges in 2009 included charges of $5 million and $3 million relating to our North American management and franchising segment and our owned and leased hotel segment, respectively.

Other income (loss), net . Other income (loss), net decreased by $111 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, primarily due to $93 million comprised of $88 million of make-whole interest payments and early settlement premiums and a write-off of $5 million of deferred financing costs. Further information on this transaction is discussed in “—Liquidity and Capital Resources.” Additionally, cash distributions from cost method investments decreased $40 million for the comparable periods. These declines were partially offset by gains on marketable securities and foreign currency of $15 million and $10 million, respectively. The table below provides a breakdown of other income (loss), net for the six months ended June 30, 2009 and 2008:


	Six months ended June 30,
(in millions, except percentages)	2009			2008			Variance
Interest income on interest-bearing cash and cash equivalents	$	10		$	9		$	1		11	%
Gains (losses) on other marketable securities		2			(13	)		15		115	%
Income from cost method investments(1)		22			62			(40	)	(65	)%
Foreign currency gains (losses)		7			(3	)		10		333	%
Debt settlement costs(2)		(93	)		—			(93	)	(100	)%
Other(3)		(4	)		—			(4	)	(100	)%

Other income (loss), net	$	(56	)		55			(111	)	(202	)%

(1)

Income from cost method investments for the six months ended June 30, 2009 included $22 million in cash distributions from certain non-hospitality real estate partnerships. The six months ended June 30, 2008 included $62 million in cash distributions from indirect investments in certain life sciences technology companies. We do not expect material distributions from these investments in the future. See note 3 to our unaudited consolidated interim financial statements.

(2)

Amount relates to costs associated with the repurchase of senior subordinated notes and early settlement of a subscription agreement as described in “—Liquidity and Capital Resources.” The costs include $88 million of make-whole interest payments and early settlement premiums and a $5 million write-off of deferred financing costs.

(3)	Includes gains (losses) on asset retirements for each period presented.

(Provision) benefit for income taxes . Income taxes for the six months ended June 30, 2009 and 2008 were a benefit of $14 million and a provision of $107 million, respectively. The effective tax rate for continuing operations for these periods was 27.1% and 38.0%, respectively. Our effective income tax rate is determined by the level and composition of actual and forecasted pre-tax income subject to varying foreign, state and local taxes and other items.

Operating losses at our U.S. operations, which included costs associated with the repurchase of senior subordinated notes and early settlement of a subscription agreement recognized during 2009, impacted the effective tax rate for the six months ended June 30, 2009. The resulting tax benefit was offset by additional taxes recorded against income earned by our foreign-based operations, plus $6 million of tax expense for unrecognized tax benefits and a charge of $3 million to write down certain U.S. deferred tax assets.

The effective tax rate for the six months ended June 30, 2008 was favorably impacted by foreign income tax benefits and general business credits. This was more than offset by an increase of $8 million in the liability for unrecognized tax benefits and a charge of $3 million recorded to certain foreign deferred tax assets.

Net loss (income) attributable to noncontrolling interests . Net loss (income) attributable to noncontrolling interests decreased by $4 million compared to the first six months of 2008, primarily due to operating losses generated at hotels, which are partially owned by noncontrolling partners.

Segment Results

We evaluate segment operating performance using segment revenue and segment Adjusted EBITDA, as described in note 20 to our unaudited consolidated interim financial statements. See “Adjusted EBITDA” for a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness. The segment results presented below are presented before intersegment eliminations.

Owned and Leased Hotels . Revenues decreased by $249 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. Included in this decrease was $39 million of net unfavorable currency effects. Comparable hotel revenues decreased $257 million, and were driven by a RevPAR decline of 23.8% largely due to reductions in occupancy and ADR across both group and transient business, as well as significant declines in food and beverage revenues. The decline in transient revenues was driven by lower rates as hotels have increased promotions to attract guests. The group revenue decline was primarily a result of significant shortfalls in occupancy from lower short-term bookings and increased meeting cancellations. Food and beverage revenues were down significantly as a result of both lower occupancy and reduced spending by guests compared to 2008. Non-comparable hotel revenues increased $8 million primarily due to the acquisition of our Hyatt Regency Boston property during the first quarter of 2009.


	Six Months Ended June 30,
	RevPAR						Occupancy							ADR
(Comparable Owned and Leased Hotels)	2009		2008		Variance		2009		2008		Change in Occ % pts			2009		2008			Variance
Full Service	$	112	$	149	(24.6	)%	62.7	%	71.2	%		(8.5	)%	$	179	$	209		(14.4	)%
Select Service		63		78	(19.4	)%	64.2	%	70.5	%		(6.3	)%		98		110		(11.4	)%
Total Owned and Leased Hotels	$	100	$	131	(23.8	)%	63.1	%	71.0	%		(7.9	)%	$	158	$	184		(14.3	)%

											Six Months Ended June 30,
(in millions, except percentages)											2009			2008		Variance
											(Unaudited)
Segment Revenues											$	876		$	1,125	$	(249	)	(22.1	)%
Segment Adjusted EBITDA											$	156		$	303	$	(147	)	(48.5	)%

Adjusted EBITDA declined by $147 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, including $10 million in unfavorable currency effects. Comparable hotel performance decreased by $118 million primarily due to revenue deterioration partially offset by cost-saving initiatives resulting in reductions in staffing and other hotel costs. The remaining decrease was primarily due to declining operating performance at our unconsolidated hospitality ventures of $19 million.

North American management and franchising . North American management and franchising revenues decreased by $84 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. Other revenues from managed properties declined $48 million and management and franchise fees declined $36 million. Base and incentive fees declined, mainly driven by the effects of a 19.7% decrease in comparable full service RevPAR. Our full service hotels experienced significant rate pressure during the first six months of 2009 due to competition for reduced transient business. Additionally, heavy promotions have shifted transient business to lower rates. We also experienced a significant decline in group business, largely reflected in lower occupancy as we continue to have cancellations and significantly fewer near-term bookings. We have responded to reduced revenue levels with cost reduction initiatives at our full service hotels. As a result, hotel-level operating costs declined by 13% in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. RevPAR at our select service hotels in the six months ended June 30, 2009 declined by 12% compared to the first six months of 2008.


	Six Months Ended June 30,
	RevPAR						Occupancy						ADR
(Comparable Systemwide Hotels)	2009		2008		Variance		2009		2008		Change in Occ % pts		2009		2008			Variance
North American Full Service	$	107	$	133	(19.7	)%	65.6	%	73.0	%		(7.4)%	$	163	$	182		(10.6	)%
North American Select Service		65		74	(12.0	)%	64.4	%	66.7	%		(2.3)%		101		110		(8.8	)%

											Six Months Ended June 30,
(in millions, except percentages)											2009		2008		Variance
											(Unaudited)
Revenues
Management, Franchise and Other Fees											$	92	$	128	$	(36	)	(28.1	)%
Other Revenues from Managed Properties												588		636		(48	)	(7.5	)%

Total Revenues											$	680	$	764	$	(84	)	(11.0	)%
Adjusted EBITDA											$	63	$	101	$	(38	)	(37.6	)%

Adjusted EBITDA declined by $38 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, primarily due to reduced management and franchise fees of $36 million. For the six months ended June 30, 2009, expenses under contractual performance obligations

increased by $4 million and bad debt expense increased by $2 million. These expenses were offset by cost reduction initiatives resulting in a $5 million decline in compensation and related costs and travel and entertainment expenses.

International management and franchising . International management and franchising revenues decreased by $36 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, and included $10 million in net unfavorable currency impact. The $35 million decrease in fees was driven by fees from comparable full service hotels due to decreased RevPAR of 31.6% in the six months ended June 30, 2009 compared to the six months ended June 30, 2008, driven by both ADR and occupancy declines.


	Six Months Ended June 30,
	RevPAR						Occupancy						ADR
(Comparable Systemwide Hotels)	2009		2008		Variance		2009		2008		Change in Occ % pts		2009		2008			Variance
International Full Service	$	116	$	169	(31.6	)%	56.6	%	66.0	%		(9.4)%	$	205	$	256		(20.2	)%

											Six Months Ended June 30,
(in millions except percentages)											2009		2008		Variance
											(Unaudited)
Revenues
Management, Franchise and Other Fees											$	56	$	91	$	(35	)	(38.5	)%
Other Revenues from Managed Properties												26		27		(1	)	(3.7	)%

Total Revenues											$	82	$	118	$	(36	)	(30.5	)%
Adjusted EBITDA											$	26	$	59	$	(33	)	(55.9	)%

Adjusted EBITDA declined by $33 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008. Unfavorable foreign currency drove $9 million of the decline. The aforementioned management fee declines drove the decrease in Adjusted EBITDA as compared to the prior year.

Corporate and other. Corporate and other includes unallocated corporate expenses and the results of our vacation ownership business. Revenues declined by $22 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008 due to significant decreases in demand for vacation ownership units as a result of weak economic conditions.


	Six Months Ended June 30,
(in millions, except percentages)	2009			2008			Variance
	(Unaudited)
Corporate and other Revenues	$	37		$	59		$	(22	)	(37.3	)%
Corporate and other Adjusted EBITDA	$	(35	)	$	(46	)	$	11		23.9	%

Adjusted EBITDA improved $11 million in the six months ended June 30, 2009 compared to the six months ended June 30, 2008 from reductions in unallocated corporate expenses due to lower professional fees and reduced compensation costs during this period over the same period in 2008. Lower vacation ownership revenues were offset by reduced vacation ownership expenses.

Eliminations . Eliminations of $38 million and $57 million for the six months ended June 30, 2009 and 2008, respectively, primarily represent fees charged by our management and franchising segments to our owned and leased hotels for managing their operations.

Non-GAAP Measure Reconciliation

The following table sets forth Adjusted EBITDA by segment in the six months ended June 30, 2009 and 2008. For a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “Adjusted EBITDA” and “—Key Business Metrics Evaluated by Management.”


	Six Months Ended June 30,
(in millions, except percentages)	2009			2008			Variance
Owned and leased hotels	$	156		$	303		$	(147	)	(48.5	)%
North American management and franchising		63			101			(38	)	(37.6	)%
International management and franchising		26			59			(33	)	(55.9	)%
Corporate and other		(35	)		(46	)		11		23.9	%

Consolidated Adjusted EBITDA	$	210		$	417		$	(207	)	(49.6	)%

The table below provides a reconciliation of our consolidated Adjusted EBITDA to net income (loss) attributable to Hyatt Hotels Corporation in the six months ended June 30, 2009 and 2008:


	Six Months Ended June 30,
(in millions)	2009			2008
Adjusted EBITDA	$	210		$	417
Interest expense		(27	)		(28	)
Other income (loss), net		(56	)		55
(Provision) benefit for income taxes		14			(107	)
Depreciation and amortization		(130	)		(125	)
Asset impairments		(8	)		—
Discontinued operations, net of tax		—			—
Equity earnings (losses) from unconsolidated hospitality ventures		(13	)		12
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA		(28	)		(49	)
Net loss (income) attributable to noncontrolling interests		2			(2	)

Net income (loss) attributable to Hyatt Hotels Corporation	$	(36	)	$	173

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Consolidated Results

Revenues. Consolidated revenues increased by $99 million, or 2.6%, in 2008 compared to 2007, including $2 million in net unfavorable currency effects. Revenues from owned and leased hotels increased by $100 million, including $53 million of revenues from non-comparable owned and leased hotels and $51 million of revenues from comparable owned and leased hotels. Our North American management and franchising segment revenues increased by $35 million, all of which was attributable to an increase in other revenues from managed properties. Corporate and other revenues decreased by $14 million, primarily attributable to a decline in revenues from our vacation ownership business.


	Year Ended December 31,
(in millions, except percentages)	2008			2007			Variance
Owned and leased hotels	$	2,139		$	2,039		$	100		4.9	%
North American management and franchising		1,475			1,440			35		2.4	%
International management and franchising		225			226			(1	)	(0.4	)%
Corporate and other		105			119			(14	)	(11.8	)%
Eliminations		(107	)		(86	)		(21	)	(24.4	)%

Consolidated revenues	$	3,837		$	3,738		$	99		2.6	%

Owned and leased hotels expense. Owned and leased hotels expenses increased by $59 million, or 3.9%, in 2008 compared to 2007. Non-comparable hotel expenses increased $41 million in 2008 due primarily to our hotel acquisitions in 2007. The remaining $18 million increase was primarily due to increased costs at comparable hotels to support their growth.

Depreciation and amortization expense. Depreciation and amortization expense increased $35 million, or 16.4%, in 2008 compared to 2007, primarily driven by depreciation and amortization expense associated with our hotel acquisitions in 2007.

Other direct costs. Other direct costs, which represent costs associated with the sales of our vacation ownership operations, decreased by $16 million, or 38.1%, in 2008 compared to 2007, consistent with the related decline in sales of vacation ownership properties in 2008.

Selling, general and administrative expenses. Selling, general and administrative expenses were relatively flat in 2008 compared to 2007. The 2008 expenses included a $20 million charge resulting from the termination of our supplemental executive defined benefit plans, which was offset by decreased expenses for our employee benefit programs funded through rabbi trusts.

Net (losses) gains and interest income from marketable securities held to fund operating programs. Market conditions resulted in net losses of $38 million in 2008 compared to a net gain of $10 million in 2007 from marketable securities held to fund our benefit programs funded through rabbi trusts and in a net gain of $2 million in 2008 compared to a net gain of $5 million in 2007 from marketable securities held for our Hyatt Gold Passport program.

Equity earnings from unconsolidated hospitality ventures. Earnings from unconsolidated hospitality ventures increased by $3 million in 2008 compared to 2007. This increase in earnings was primarily due to the reversal of a previously recorded reserve for a non-refundable deposit of $9 million to purchase an equity interest in a hotel property in Hawaii, which had been reserved in full in 2007 due to uncertainty surrounding the transaction. The reversal of this reserve was partially offset by increased impairment charges in 2008 compared to charges recorded in 2007. In 2008, we recorded $19 million in impairment charges for three vacation ownership investments based on our analysis of the expected future cash flows compared to $12 million in charges recorded in 2007.

Interest expense. Interest expense increased by $32 million in 2008 compared to 2007, due primarily to an increase of $25 million attributable to a full year of interest expense in respect of $600 million of senior subordinated notes issued in the second half of 2007 and an increase of $16 million attributable to a full year of interest expense associated with the debt acquired as part of the 2007 purchase of the Andaz Liverpool Street property (formerly the Great Eastern Hotel). The balance of the change over the same period related primarily to a decrease in interest expense of $11 million related to the retirement of debt in 2007.

Gains on sales of real estate. We did not complete any sales of real estate during 2008 other than those recorded as part of discontinued operations. We recorded $22 million in gains on sales of real estate in 2007 resulting from the sale of seven AmeriSuites hotels that we continued to manage or franchise after the sale and the Hyatt Regency Woodfield property.

Asset impairments. Asset impairments were $86 million in 2008, primarily due to goodwill impairments related to two hotels, including a $78 million impairment charge for our Andaz Liverpool Street property. We purchased the Andaz Liverpool Street property, which is located in London’s financial district, in 2007, before the inception of the global financial crisis. The value of this property at the time of purchase created goodwill that was fully impaired as of December 31, 2008. The goodwill impairments impacted segment results for the owned and leased hotel segment. In 2007, we recorded a reserve of $61 million on a loan to a hotel developer as a result of the developer’s default.

Other income, net. Other income, net decreased by $122 million in 2008 compared to 2007. The table below provides a breakdown of other income, net for 2008 and 2007:


	Year Ended December 31,
(in millions, except percentages)	2008			2007			Variance
Interest income on interest-bearing cash and cash equivalents	$	23		$	43		$	(20	)	(46	)%
Gains (losses) on other marketable securities		(37	)		—			(37	)	(100	)%
Income from cost method investments(1)		64			87			(23	)	(26	)%
Foreign currency gains (losses)		(23	)		17			(40	)	(235	)%
Other		(4	)		(2	)		(2	)	(100	)%

Other income, net	$	23		$	145		$	(122	)	(84	)%

(1)

Income from cost method investments in 2008 related primarily to distributions of $62 million from indirect investments in certain life science technology companies. We do not expect material distributions from these investments in the future. The majority of income from cost method investments in 2007 related to $62 million in distributions from funds that owned the Extended Stay America and the Homestead Studio Suites investments, primarily as a result of the sale of those businesses, $14 million related to distributions from certain non-hospitality real estate partnerships and $6 million related to distributions from indirect investments in certain life science technology companies. See note 3 to our audited consolidated financial statements.

Provision for income taxes. The provision for income taxes was $90 million for 2008 and $208 million for 2007, which resulted in effective income tax rates of 44.0% for 2008 and 43.9% for 2007.

The effective rate for 2008 of 44.0% differed from the U.S. statutory rate of 35.0% due to the nondeductibility of goodwill impairment of $28 million, an increase in unrecognized tax benefits of $17 million and valuation allowances primarily related to foreign operating losses of $13 million. These impacts were partially offset by tax benefits related to IRS settlements and valuation allowance reversals totaling $29 million and foreign tax rate benefits of $9 million.

The effective rate for 2007 of 43.9% differed from the U.S. statutory rate of 35.0% due to an increase in state taxes, net of federal benefits, of $17 million, an increase in unrecognized tax benefits of $30 million and valuation allowances of $17 million, primarily related to foreign operating losses. These impacts were partially offset by foreign tax rate benefits totaling $26 million.

Discontinued operations. During 2008, we sold US Franchise Systems, Inc., which franchised Microtel Inns & Suites and Hawthorn Suites, and recorded a pretax gain on sale of $78 million in discontinued operations and $1 million in earnings from discontinued operations. Additionally, we sold a hotel property and recorded a pretax gain of $4 million during 2008. Income tax expense related to these transactions was $28 million, resulting in a net gain of $55 million.

During 2007, we sold an AmeriSuites hotel that was classified as a discontinued operation and with which we no longer have a management or franchise relationship, recognizing a net gain of $2 million and net earnings of $3 million from discontinued operations.

Segment Results

We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA as described in note 20 to our audited consolidated financial statements. See “Adjusted EBITDA” for a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness. The segment results presented below are presented before intersegment eliminations.

Owned and leased hotels. Revenues increased by $100 million in 2008 compared to 2007, including $4 million in net unfavorable currency effects. Non-comparable hotels accounted for $53 million of the increase in revenues over 2007, attributable to the inclusion of a full year of operations of our hotel acquisitions in 2007. Comparable hotel revenues increased by $51 million in 2008 compared to 2007, primarily driven by performance improvements at newly converted Hyatt Place hotels and full service hotels.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Owned and Leased Hotels)	2008		2007		Variance		2008		2007		Change in Occ % pts			2008		2007		Variance
Full Service	$	139	$	138	0.9	%	69.8	%	70.3	%		(0.5	)%	$	200	$	197	1.5	%
Select Service		75		61	22.3	%	69.6	%	60.9	%		8.7	%		107		100	6.9	%
Total Owned and Leased Hotels	$	122	$	117	3.9	%	69.8	%	67.7	%		2.1	%	$	175	$	173	0.9	%

											Year Ended December 31,
(in millions, except percentages)											2008			2007		Variance
Revenues											$	2,139		$	2,039	$	100	4.9	%
Adjusted EBITDA											$	522		$	518	$	4	0.8	%

Adjusted EBITDA improved by $4 million in 2008 compared to 2007, including $1 million in net unfavorable currency effects. Results of non-comparable hotels improved $10 million largely due to our hotel acquisitions in 2007. Comparable hotels declined by $1 million in 2008 compared to 2007. However, the 2007 period included the resolution of disputed rent charges that resulted in a gain of $13 million. Our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA decreased by $4 million in 2008 compared to 2007 due to lower performance of the underlying properties.

North American management and franchising. North American management and franchising revenues increased by $35 million in 2008 compared to 2007, driven entirely by other revenues from managed properties. Base and incentive fees were flat.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Systemwide Hotels)	2008		2007		Variance		2008		2007		Change in Occ % pts			2008		2007			Variance
Systemwide Hotel Results:
North American Full Service	$	128	$	129	(0.9	)%	72.1	%	73.0	%		(0.9	)%	$	177	$	177		0.4	%
North American Select Service		73		62	17.8	%	66.9	%	61.7	%		5.2	%		108		100		8.6	%

											Year Ended December 31,
(in millions, except percentages)											2008			2007		Variance
Revenues:
Management, Franchise and Other Fees											$	229		$	229	$	—		0.0	%
Other Revenues from Managed Properties												1,246			1,211		35		2.9	%

Total Revenues											$	1,475		$	1,440	$	35		2.4	%
Adjusted EBITDA											$	162		$	164	$	(2	)	(1.2	)%

Adjusted EBITDA declined by $2 million in 2008 compared to 2007. Adjusted EBITDA in 2008 included a $18 million increase in bad debt expense and a $4 million increase, primarily due to employee benefits costs, while 2007 Adjusted EBITDA primarily included $15 million in additional performance cure expenses and $7 million in brand launch costs associated with the conversion of our Hyatt Place hotels.

International management and franchising. International management and franchising revenues were essentially flat in 2008 compared to 2007. However, 2008 included $2 million in net favorable currency effects and an increase of $4 million in other revenues from managed properties. Offsetting these amounts was a $5 million decline in fee revenue primarily due to a $8 million fee received in 2007 in connection with the sale of a managed property by a third-party owner.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Systemwide Hotels)	2008		2007		Variance		2008		2007		Change in Occ % pts			2008		2007			Variance
Systemwide Hotel Results:
International Full Service	$	154	$	151	2.3	%	65.3	%	68.6	%		(3.3	)%	$	237	$	220		7.4	%

											Year Ended December 31,
(in millions, except percentages)											2008			2007		Variance
Revenues:
Management, Franchise and Other Fees											$	167		$	172	$	(5	)	(2.9	)%
Other Revenues from Managed Properties												58			54		4		7.4	%

Total Revenues											$	225		$	226	$	(1	)	(0.4	)%
Adjusted EBITDA											$	102		$	110	$	(8	)	(7.3	)%

Adjusted EBITDA declined by $8 million in 2008 compared to 2007, including $1 million in favorable currency effects over the same period. The decline in 2008 was primarily driven by a $5 million decrease in fee revenues, as described above, combined with increased employment and professional service expenses.

Corporate and other. Corporate and other included unallocated corporate expenses and the results of our vacation ownership business. Vacation ownership revenues declined by $14 million due to significant decreases in demand for vacation ownership units due to weak economic conditions.


	Year Ended December 31,
(in millions, except percentages)	2008			2007			Variance
Corporate and other Revenues	$	105		$	119		$	(14	)	(11.8	)%
Corporate and other Adjusted EBITDA	$	(99	)	$	(84	)	$	(15	)	(17.9	)%

Adjusted EBITDA declined by $15 million in 2008 compared to 2007, primarily due to higher corporate costs of $18 million, which includes $8 million of increased compensation and related costs and $6 million in increased legal and accounting fees. These increases were partially offset by a $3 million improvement in vacation ownership Adjusted EBITDA due to aggregate cost reductions.

Eliminations. Eliminations increased by $21 million in 2008 compared to 2007, primarily representing fees charged by our management and franchising segments to our owned and leased hotels segment.

Non-GAAP Measure Reconciliation

The following table sets forth Adjusted EBITDA by segment for 2008 and 2007. For a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “Adjusted EBITDA” and “—Key Business Metrics Evaluated by Management.”


	Year Ended December 31,
(in millions, except percentages)	2008			2007			Variance
Owned and leased hotels	$	522		$	518		$	4		0.8	%
North American management and franchising		162			164			(2	)	(1.2	)%
International management and franchising		102			110			(8	)	(7.3	)%
Corporate and other		(99	)		(84	)		(15	)	(17.9	)%

Consolidated Adjusted EBITDA	$	687		$	708		$	(21	)	(3.0	)%

The table below provides a reconciliation of our consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for 2008 and 2007:


	Year Ended December 31,
(in millions)	2008			2007
Adjusted EBITDA	$	687		$	708
Interest expense		(75	)		(43	)
Other income, net		23			145
Provision for income taxes		(90	)		(208	)
Depreciation and amortization		(249	)		(214	)
Gains on sales of real estate		—			22
Asset impairments		(86	)		(61	)
Charge resulting from the termination of our supplemental executive defined benefit plans		(20	)		—
Discontinued operations and changes in accounting principles, net of tax		56			5
Equity earnings from unconsolidated hospitality ventures		14			11
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA		(90	)		(94	)
Net income attributable to noncontrolling interests		(2	)		(1	)

Net income attributable to Hyatt Hotels Corporation	$	168		$	270

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Consolidated Results

Revenues. Consolidated revenues increased by $267 million, or 7.7%, in 2007 compared to 2006, including $25 million in favorable currency effects, driven largely by a $179 million increase from owned and leased hotels. Our comparable owned hotels reported an increase in revenues of $141 million driven by an increase in systemwide RevPAR of 11.1%. Non-comparable owned hotel revenues increased by $38 million for 2007 as compared to 2006. North American management and franchising revenues increased by $64 million compared to 2006, driven by a $61 million increase in other revenues from managed properties and a $17 million increase in management fees, which were partially offset by contract termination fees of $16 million received in 2006. International management and franchising revenues increased by $38 million over the same period, driven by a $26 million increase in management fees and a $12 million increase in other revenues from managed properties. Vacation ownership revenues decreased by $5 million in 2007 compared to 2006.


	Year Ended December 31,
(in millions, except percentages)	2007			2006			Variance
Owned and leased hotels	$	2,039		$	1,860		$	179		9.6	%
North American management and franchising		1,440			1,376			64		4.7	%
International management and franchising		226			188			38		20.2	%
Corporate and other		119			124			(5	)	(4.0	)%
Eliminations		(86	)		(77	)		(9	)	(11.7	)%

Consolidated revenues	$	3,738		$	3,471		$	267		7.7	%

Owned and leased hotels expense. Owned and leased hotels expense increased by $100 million in 2007 compared to 2006, primarily attributable to overall growth in our comparable hotels, which had an $84 million increase in expenses. The remaining increase in expenses was primarily due to noncomparable hotels.

Depreciation and amortization expense. Depreciation and amortization expense increased by $19 million in 2007 compared to 2006, primarily driven by depreciation and amortization expense associated with our hotel acquisitions in 2007.

Other direct costs. Other direct costs, which represent costs associated with our vacation ownership operations, decreased by $4 million in 2007 compared to 2006, primarily due to decreased cost of sales of vacation ownership intervals.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $45 million in 2007 compared to 2006, primarily due to $12 million in payroll and other costs related to the growth of our international management and franchising segment, $7 million in higher performance cure expense, $5 million in greater brand launch costs associated with the start-up of our Hyatt Place and Hyatt Summerfield Suites brands, and $14 million of higher corporate expenses due primarily to increased payroll and related benefits.

Net gains and interest income from marketable securities held to fund operating programs. We recognized a net gain of $5 million in 2007 compared to a net gain of $2 million in 2006 on securities held to fund our Hyatt Gold Passport program and a net gain of $10 million in 2007 and 2006 in securities held to fund our benefit programs funded through rabbi trusts.

Equity earnings from unconsolidated hospitality ventures. Earnings from unconsolidated hospitality ventures decreased by $2 million in 2007 compared to 2006, primarily due to the difference

in impairment and other charges recorded in both years. During 2007, we recorded a charge of $12 million, primarily related to our interest in a hotel property in Waikiki, while in 2006, we recorded an impairment charge of $10 million related to a hotel property in South America.

Interest expense. Interest expense increased by $7 million in 2007 compared to 2006 and included interest of $10 million in respect of a capital lease obligation we entered into in 2007 for our Hyatt Regency Grand Cypress property, interest of $10 million in respect of debt assumed in connection with 2007 acquisitions and interest of $11 million associated with the 2007 issuance of $600 million in senior subordinated notes. Partially offsetting these increases was a reduction to interest expense of $12 million due to the repayment of debt retired in 2007 and higher capitalized interest in 2007 of $12 million in construction projects.

Gains on sales of real estate. Gains on sale of real estate of $22 million in 2007 were attributable to the sale of seven AmeriSuites hotels and the Hyatt Regency Woodfield in 2007. In 2006, gains on sale of real estate of $57 million were attributable to a $18 million gain on the sale of a hotel property and a $39 million gain on the sale of land.

Asset impairments. We recorded a charge of $61 million in 2007 attributable to a reserve taken in respect of a loan to a hotel developer as a result of the developer’s default. We wrote off the loan in 2008.

Other income, net. Other income, net increased by $19 million in 2007 compared to 2006. The table below provides a breakdown of other income, net for 2007 and 2006:


	Year Ended December 31,
(in millions, except percentages)	2007			2006			Variance
Interest income on interest-bearing cash and cash equivalents	$	43		$	49		$	(6	)	(12	)%
Income from cost method investments(1)		87			72			15		21	%
Foreign currency gains		17			11			6		55	%
Other		(2	)		(6	)		4		67	%

Other income, net	$	145		$	126		$	19		15	%

(1)

The majority of income from cost method investments in 2007 related to $62 million in distributions from funds that owned the Extended Stay America and the Homestead Studio Suites investments, primarily as a result of the sale of those businesses, $14 million related to distributions from certain non-hospitality real estate partnerships and $6 million related to distributions from indirect investments in certain life science technology companies. The 2006 income from cost method investments primarily related to $40 million in cash distributions from certain non-hospitality real estate partnerships and a $12 million distribution from indirect investments in certain life science technology companies. See note 3 to our audited consolidated financial statements.

Provision for income taxes. The provision for income taxes was $208 million for 2007 and $193 million in 2006, based on effective income tax rates of 43.9% in 2007 and 37.0% in 2006.

The effective rate for 2007 of 43.9% differed from the U.S. statutory rate of 35.0% due to an increase in state taxes, net of federal benefits, of $17 million and an increase in unrecognized tax benefits of $30 million and valuation allowances of $17 million, primarily related to foreign operating losses. These impacts were partially offset by foreign tax rate benefits totaling $26 million.

The effective rate for 2006 of 37.0% differed from the U.S. statutory rate of 35.0% due to state and local taxes, net of federal benefits, of $14 million and an increase in valuation allowances of $3 million, primarily related to foreign operating losses. These impacts were partially offset by foreign tax rate benefits of $10 million.

Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests decreased by $13 million in 2007 as compared to 2006. This decrease was attributable to the $39 million gain on sale of land discussed above, of which $13 million was attributable to noncontrolling interests.

Discontinued operations. During 2007, we sold an AmeriSuites hotel, recognizing a net gain of $2 million and net earnings of $3 million from discontinued operations.

During 2006, we sold eight select service hotels, recognizing a net loss of $2 million and net earnings of $4 million.

Segment Results

Owned and Leased Hotels. Owned and leased hotel revenues increased by $179 million in 2007 compared to 2006, including $19 million in favorable currency effects. Comparable hotel revenues increased by $141 million, driven by strong RevPAR growth of 11.1%. Non-comparable hotel revenues increased by $38 million, primarily as a result of acquisitions completed during 2007.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Owned and Leased Hotels)	2007		2006		Variance		2007		2006		Change in Occ % pts			2007		2006		Variance
Full Service	$	134	$	123	9.5	%	70.4	%	69.5	%		0.9	%	$	191	$	177	8.1	%
Select Service		61		51	20.4	%	60.6	%	59.0	%		1.6	%		101		87	17.1	%
Total Owned and Leased Hotels	$	115	$	103	11.1	%	67.8	%	66.7	%		1.1	%	$	169	$	155	9.2	%

											Year Ended December 31,
(in millions, except percentages)											2007			2006		Variance
Revenues											$	2,039		$	1,860	$	179	9.6	%
Adjusted EBITDA											$	518		$	421	$	97	23.0	%

Adjusted EBITDA increased by $97 million in 2007 compared to 2006, including $8 million in favorable currency effects. The growth in Adjusted EBITDA was primarily due to improved performance at full service comparable hotels of $52 million, which included the resolution of disputed rent charges that resulted in a gain of $13 million. Our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA increased by $25 million and non-comparable hotels contributed $20 million of incremental earnings.

North American management and franchising. North American management and franchising revenues increased by $64 million in 2007 compared to 2006, of which $61 million was due to an increase in other revenues from managed properties. Included in 2006 were management agreement termination fees of $16 million. Excluding the 2006 termination fees, base and incentive fees in 2007 increased by $17 million, primarily due to a RevPAR increase of 7.7% driven by ADR and occupancy improvement at comparable full service hotels over the same period.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Systemwide Hotels)	2007		2006		Variance		2007		2006		Change in Occ % pts			2007		2006			Variance
Systemwide Hotel Results:
North American Full Service	$	129	$	120	7.7	%	73.3	%	71.7	%		1.6	%	$	177	$	168		5.3	%
North American Select Service		62		57	7.9	%	61.6	%	63.6	%		(2.0	)%		100		90		11.5	%

											Year Ended December 31,
(in millions, except percentages)											2007			2006		Variance
Revenues:
Management, Franchise and Other Fees											$	229		$	226	$	3		1.3	%
Other Revenues from Managed Properties												1,211			1,150		61		5.3	%

Total Revenues											$	1,440		$	1,376	$	64		4.7	%
Adjusted EBITDA											$	164		$	171	$	(7	)	(4.1	)%

Adjusted EBITDA declined $7 million in 2007 compared to 2006. The decline was primarily due to increased expenses for performance cures of $7 million and brand launch costs of $5 million associated with the conversion of the Hyatt Place properties. These increased expenses were partially offset by the 2007 increase in fee revenues.

International management and franchising. International management and franchising revenues increased by $38 million in 2007 compared to 2006, including $6 million in favorable currency effects. Other revenues from managed properties increased by $12 million in 2007. Management fees increased $26 million as a result of RevPAR growth of 19.1%, attributable in part to robust demand by business travelers.


	Year Ended December 31,
	RevPAR						Occupancy							ADR
(Comparable Systemwide Hotels)	2007		2006		Variance		2007		2006		Change in Occ % pts			2007		2006		Variance
Systemwide Hotel Results:
International Full Service	$	149	$	125	19.1	%	68.9	%	67.5	%		1.4	%	$	216	$	185	16.7	%

											Year Ended December 31,
(in millions, except percentages)											2007			2006		Variance
Revenues:
Management, Franchise and Other Fees											$	172		$	146	$	26	17.8	%
Other Revenues from Managed Properties												54			42		12	28.6	%

Total Revenues											$	226		$	188	$	38	20.2	%
Adjusted EBITDA											$	110		$	101	$	9	8.9	%

Adjusted EBITDA increased by $9 million in 2007 compared to 2006, including $6 million in net favorable currency effects. The improvement was due primarily to the $26 million increase in management fees, partially offset by higher compensation and defined benefit expenses of $12 million and other expenses of $5 million.

Corporate and other. Corporate and other included unallocated corporate expenses and the results of our vacation ownership business. Vacation ownership revenues decreased by $5 million.


	Year Ended December 31,
(in millions, except percentages)	2007			2006			Variance
Corporate and other Revenues	$	119		$	124		$	(5	)	(4.0	)%
Corporate and other Adjusted EBITDA	$	(84	)	$	(65	)	$	(19	)	(29.2	)%

Adjusted EBITDA declined by $19 million in 2007 compared to 2006, primarily due to increased corporate expenses of $14 million due to an increase of $8 million in compensation and related costs, $5 million in increased brand development costs and professional fees. The remaining $5 million decline is due to the decrease in vacation ownership sales.

Eliminations. Eliminations increased by $9 million in 2007 compared to 2006, primarily representing fees charged by our management and franchising segments to our owned hotels for handling their operations.

Non-GAAP Measure Reconciliation

The following table sets forth Adjusted EBITDA by segment for 2007 and 2006. For a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “Adjusted EBITDA” and “—Key Business Metrics Evaluated by Management.”


	Year Ended December 31,
(in millions, except percentages)	2007			2006			Variance
Owned and Leased Hotels	$	518		$	421		$	97		23.0	%
North American Management and Franchising		164			171			(7	)	(4.1	)%
International Management and Franchising		110			101			9		8.9	%
Corporate and Other		(84	)		(65	)		(19	)	(29.2	)%

Consolidated Adjusted EBITDA	$	708		$	628		$	80		12.7	%

The table below provides a reconciliation of our consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for 2007 and 2006:


	Year Ended December 31,
(in millions)	2007			2006
Adjusted EBITDA	$	708		$	628
Interest expense		(43	)		(36	)
Other income, net		145			126
Provision for income taxes		(208	)		(193	)
Depreciation and amortization		(214	)		(195	)
Gains on sales of real estate		22			57
Asset impairments		(61	)		—
Discontinued operations and changes in accounting principles, net of tax		5			(2	)
Equity earnings from unconsolidated hospitality ventures		11			13
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA		(94	)		(69	)
Net income attributable to noncontrolling interest		(1	)		(14	)

Net income attributable to Hyatt Hotels Corporation	$	270		$	315

Inflation

We do not believe that inflation had a material effect on our business in 2008, 2007 or 2006.

Liquidity and Capital Resources

Overview

We finance our business primarily with existing cash, cash generated from our operations and net proceeds from dispositions. When appropriate, we also borrow cash under our revolving credit facility or from other third party sources, and may also raise funds by issuing debt or equity securities as necessary. We maintain a prudent cash investment policy that emphasizes preservation of capital. Starting in 2008, the global credit and economic crisis had a significant impact on the operations of, and the capital available to, the lodging industry. In response, we implemented the following initiatives:

we repurchased and cancelled our senior subordinated notes;

we sold shares of common stock to the holders of the senior subordinated notes in settlement of their obligations under an equity subscription agreement;

we raised additional equity capital from our existing stockholders;

we extended the maturity of our revolving credit facility and increased borrowing capacity to $1.5 billion; and

we implemented a number of cost saving initiatives and reduced our capital expenditure plans for 2009.

Accordingly, the economic crisis has not had a material impact on the balance of our cash and cash equivalents or our access to liquidity. We believe that our cash position and cash from operations, together with borrowing capacity under our revolving credit facility, will be adequate to meet all of our funding requirements in the foreseeable future.

Recent Transactions Affecting our Liquidity and Capital Resources

In May 2009, we repurchased and cancelled $600 million aggregate principal amount of senior subordinated notes from three third-party investors for an aggregate purchase price of $688 million, consisting of a $600 million repayment of principal and $88 million in make-whole interest and early settlement premiums. We also settled obligations of those third-party investors to subscribe for shares of our common stock and received $11 million for the balance due under the subscription agreement. In the settlement, we sold 21.7 million shares of our common stock to the investors for a purchase price of $600 million. For a detailed description of these transactions, see “Certain Relationships and Related Party Transactions—Agreements Related to August 2007 Financing Transaction, Repurchase of Notes and Early Settlement of Subscription Agreement.”

In May 2009, we issued and sold 58.4 million shares of our common stock for an aggregate purchase price of $759 million to our existing investors (including certain third-party investors) and their affiliates, including affiliates of the holders of our senior subordinated notes referred to above and certain of our non-employee directors.

In July 2009, we amended our revolving credit facility to extend its maturity and to increase borrowing capacity to $1.5 billion. Under the terms of the amended facility, $370 million of credit availability matures on June 29, 2010, with the remaining availability maturing on June 29, 2012. Interest rates on outstanding borrowings are based on either one-, two-, three- or six-month LIBOR or an alternate base rate, at our option, with margins in each case based upon our credit ratings. In addition, if the applicable LIBOR falls below 1.0% in the case of LIBOR-based borrowings (including

alternative base rate borrowings based upon one-month LIBOR), we must pay a utilization fee to lenders whose loans mature on June 29, 2012, on applicable loans at a rate equal to the difference between 1.0% and the applicable LIBOR.

Our revolving credit facility is guaranteed by substantially all of our material domestic subsidiaries and requires us to comply with financial covenants, including the maintenance of specific financial ratios. These financial covenants, which were amended in July 2009 in connection with extending the maturity and increasing the borrowing capacity of the revolving credit agreement, as discussed above, require maintenance of a maximum ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDA (each as defined in the revolving credit facility) not to exceed 4.5x, a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the revolving credit facility) of at least 3.0x and a maximum ratio of Secured Funded Debt to Net Property and Equipment (each as defined in the revolving credit facility) not to exceed 0.3x, in each case measured quarterly. We were in compliance with all applicable covenants as of June 30, 2009. For a detailed discussion of the covenants and restrictions imposed by the documents governing our indebtedness, see “Description of Principal Indebtedness.”

Sources and Uses of Cash

At June 30, 2009, we had cash and cash equivalents of $968 million. We had cash and cash equivalents of $428 million at December 31, 2008, $409 million at December 31, 2007 and $801 million at December 31, 2006.


	Six Months Ended June 30,						Year Ended December 31,
(in millions)	2009			2008			2008			2007			2006
	(Unaudited)
Cash provided by (used in):
Operating activities	$	61		$	132		$	287		$	362		$	369
Investing activities		(214	)		(9	)		(423	)		(396	)		(494	)
Financing activities		699			(25	)		(20	)		(374	)		(92	)
Cash provided by discontinued operations		—			11			143			31			30
Effects of changes in exchange rate on cash and cash equivalents		(6	)		(8	)		25			(14	)		(4	)

Net changes in cash and cash equivalents	$	540		$	101		$	12		$	(391	)	$	(191	)

Cash Flows from Operating Activities

Cash flows provided by operating activities totaled $61 million in the six months ended June 30, 2009, compared to $132 million in the same period last year. The decrease in cash flow generation year-over-year was primarily due to the loss from continuing operations, which included the costs related to the repurchase of senior subordinated notes and early settlement of a subscription agreement described above, of which $77 million was a use of cash. Offsetting these decreases was a significant reduction in cash paid for taxes due to a substantial payment made in the first half of 2008 related to a distribution from indirect investments in certain life science technology companies that was not repeated in 2009, as well as the effect on income tax expense resulting from the shift from a net income position in 2008 to a net loss position in 2009. Additionally, cash used for compensation related expenses reduced significantly in 2009 compared to 2008 primarily due to cost containment measures and a large deferred compensation payment made in the first half of 2008.

In 2008, cash flows provided by operating activities totaled $287 million, compared to $362 million in 2007. The decrease was primarily driven by lower operating results and a 2008 cash payment of $42 million in connection with the termination of our supplemental executive defined benefit plans.

In 2007, cash flows provided by operating activities were relatively flat compared to 2006.

Cash Flows from Investing Activities

Cash flows used in investing activities totaled $214 million in the six months ended June 30, 2009, compared to $9 million in the same period last year. During the first six months of 2009, we invested $109 million, net of cash received, related to the acquisition of our Hyatt Regency Boston property. During the first six months of 2008, we invested $31 million to acquire the remaining interest in our Andaz Liverpool Street property. In the six months ended June 30, 2009, we contributed $39 million of cash to unconsolidated hospitality ventures, compared to $10 million in the same period last year. The large increase was due to the investment in an unconsolidated hospitality venture in Texas that owns a convention hotel. Also, our investing activities included a reduction of $171 million of distributions of capital from unconsolidated entities. The majority of the decrease relates to the fact that 2008 benefited from the distributions from indirect investments in certain life science technology companies of $184 million.

In 2008, cash flows used in investing activities totaled $423 million, compared to $396 million in 2007. The increase was driven by a $278 million senior secured loan that we provided to a hospitality venture that acquired the Hyatt Regency Waikiki and the absence of proceeds from sales of real estate in 2008 compared to $98 million of such proceeds in 2007. The increase was partially offset by a $119 million decrease in capital expenditures in 2008, a $93 million increase in distributions from investments in 2008 and a $212 million decrease in funds used for acquisitions in 2008. The increased distributions from investments in 2008 were primarily attributable to distributions from indirect investments in certain life science technology companies in which we have a 5% residual interest.

In 2007, cash flows used in investing activities totaled $396 million, compared to $494 million in 2006. This reduction was primarily related to a $68 million decrease in funds used for acquisitions in 2007.

Cash Flows from Financing Activities

Cash flows provided by financing activities totaled $699 million in the six months ended June 30, 2009, compared to $25 million of cash used in financing activities during the six months ended June 30, 2008. We repurchased $600 million in outstanding senior subordinated notes from investors and paid down the net balance of $30 million outstanding on our revolving credit facility as well as $19 million in capital lease obligations. In connection with the settlement of a subscription agreement, we sold 21.7 million shares of common stock to existing investors for a purchase price of $600 million. In addition, we issued additional shares of common stock to investors in exchange for cash of $755 million, net of transaction costs of $4 million. These transactions caused our debt to total capital ratio to decrease by 14.7% and 23.5% when calculated on a net debt basis, as set forth in the following table:

The following is a summary of our debt to capital ratios as of June 30, 2009 and December 31, 2008:


(in millions, except percentages)	2009			2008
Consolidated debt	$	612		$	1,247
Stockholders’ equity		4,874			3,564

Total capital		5,486			4,811

Total debt to total capital		11.2	%		25.9	%

Consolidated debt		612			1,247
Less: Cash and cash equivalents		968			428

Net consolidated debt (cash)		(356	)		819
Net debt (cash) to total capital		(6.5	)%		17.0	%

In 2008, cash flows used in financing activities totaled $20 million, compared to $374 million in 2007. The decrease was primarily attributable to the net use of cash in 2007 in connection with the retirement of $325 million of debt and the repurchase of 35.8 million shares of our common stock for $1.1 billion, partially offset by the issuance of 100,000 shares of Series A convertible preferred stock for $500 million and the issuance of unsecured senior subordinated notes for $600 million.

In 2007, cash flows used in financing activities totaled $374 million, compared to $92 million in 2006, including $86 million related to payments on debt. The increase in cash used was primarily attributable to the 2007 financing activity described above.

Cash Flows from Discontinued Operations

In 2008, net cash provided by discontinued operations increased $112 million, which was attributable to the sale of US Franchise Systems, Inc., which owned the Microtel and Hawthorne Suites brands, during the third quarter of 2008, resulting in $131 million of gross proceeds.

Capital Expenditures

We routinely make capital expenditures to enhance our business. We divide our capital expenditures into maintenance, enhancements to existing properties and investment in new facilities.

During the six months ended June 30, 2009, we made total capital expenditures of $104 million, which included $31 million related to our Andaz Fifth Avenue property in New York. During the six months ended 2008, our total capital expenditures were $116 million, which included $12 million related to our Andaz Fifth Avenue property. Our total capital expenditures during 2008 were $258 million, which included $31 million related to our Andaz Fifth Avenue property, compared to $377 million during 2007. We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flow from operations.

Revolving Credit Facility and Letters of Credit

At June 30, 2009, we had no borrowings outstanding under our revolving credit facility. At December 31, 2008, we had $30 million of borrowings outstanding under our revolving credit facility. Additionally, we have outstanding undrawn letters of credit that are issued under our revolving credit facility. During the six months ended June 30, 2009, the average daily borrowings under the revolving credit facility were $82 million. We had no daily borrowings under the revolving credit facility during the six months ended June 30, 2008.

We issue letters of credit either under the revolving credit facility or directly with financial institutions. We had $109 million in letters of credit outstanding at June 30, 2009 and $110 million in letters of credit outstanding at December 31, 2008. We had $88 million in letters of credit issued under the revolving credit facility as of June 30, 2009 and $89 million in letters of credit issued under the revolving credit facility as of December 31, 2008. We had letters of credit issued directly with financial institutions of $21 million at June 30, 2009 and at December 31, 2008.

The average daily borrowings under the revolving credit facility were $20 million during 2008 and $4 million during 2007. At December 31, 2007 we had no outstanding borrowings under the revolving credit facility. We had letters of credit outstanding in the amount of $104 million at December 31, 2007. Letters of credit issued under the revolving credit facility totaled $83 million as of December 31, 2007. The letters of credit issued directly with banks totaled $21 million at December 31, 2007. See “Description of Principal Indebtedness.”

Other Indebtedness and Future Debt Maturities

We entered into a thirty-year capital lease for the Hyatt Regency Grand Cypress in 2007. Under this lease, we are obligated to make at least $30 million in capital improvements to the property within the first five years of the lease. As of June 30, 2009, we had contracted the full amount of capital improvements and $27 million had been spent. The aggregate amount of annual payments under the lease totals $14.2 million, and we have options to buy out the property in the eighth year of the lease for $200 million, in the tenth year of the lease for $220 million and in the fifteenth year of the lease for $255 million.

On November 30, 2007, we acquired the remaining interest in the Andaz Liverpool Street property. In connection with this acquisition, we assumed debt of GBP 109 million ($180 million as of June 30, 2009). This debt consists of a senior loan and a subordinated loan, each maturing on March 13, 2011. The senior loan bears interest at GBP LIBOR plus 0.9% and the subordinated loan bears interest at GBP LIBOR plus 4.0%. The debt is secured by a lien on the Andaz Liverpool Street property. We have an interest rate swap on the notional amount of GBP 109 million ($180 million) that converts the GBP LIBOR variable rate exposure on the senior and subordinated loans to a fixed rate exposure of 4.91%. As a result, our net interest rate is a fixed rate of 6.16% on the total GBP 109 million loan.

All other third-party indebtedness as of June 30, 2009 totaled $215 million, consisting primarily of property-specific secured indebtedness on the following four properties:

Park Hyatt Paris Vendome, which includes a senior loan maturing in 2017 and a subordinated loan maturing in 2011 that total EUR 51 million ($72 million);

Hyatt Regency San Antonio ($59 million), which matures in 2011;

Hyatt Regency Princeton ($45 million), which matures in 2011; and

Hyatt Regency Aruba ($35 million), which matures in 2011.

The interest rates on these mortgages are fixed, ranging from 6.00% to 10.07%, except for the debt in connection with the Park Hyatt Paris Vendome, which is based on 3-month EURIBOR plus 1.25% for the senior loan and 3-month EURIBOR plus 0.7% for the subordinated loan. We have an interest rate swap outstanding in connection with the Park Hyatt Paris Vendome debt that converts the variable rate exposure on a portion of the senior and subordinated loans to a fixed rate exposure, under certain interest rate scenarios, based on 3-month EURIBOR at the time of rate setting. See “—Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Swap Agreements.”

At June 30, 2009, $17 million of our outstanding debt will mature in the following twelve months, and $9 million of additional debt matures in the second half of 2010. We believe that we will have adequate liquidity to meet requirements for scheduled maturities. However, we cannot assure you that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2008:


			Payments Due by Period
(dollars in millions)	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
Debt(1)(2)(3)	$	1,237	$	73	$	441	$	672	$	51
Capital lease obligations(1)		316		37		32		32		215
Operating lease obligations		417		30		55		49		283
Purchase obligations		117		98		19		—		—
Other long-term liabilities(4)		258		14		17		18		209

Total contractual obligations	$	2,345	$	252	$	564	$	771	$	758

(1)	Includes principal as well as interest payments.

(2)	Assumes constant interest rate and foreign exchange rate (as of December 31, 2008) for international debt and floating rate debt.

(3)	In 2009, we repaid $600 million in senior subordinated notes.

(4)	Primarily consists of deferred compensation plan liabilities and obligations to fund contract acquisition costs, loans to hotel owners or other investments. Excludes $91 million in long-term tax positions due to the uncertainty related to the timing of the reversal of those positions.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements at December 31, 2008 included purchase obligations of $117 million, letters of credit of $89 million and surety bonds of $22 million. These amounts are more fully discussed in “—Sources and Uses of Cash—Revolving Credit Facility and Letters of Credit”, “—Contractual Obligations” and note 14 to our audited consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At June 30, 2009, we were a party to hedging transactions including the use of derivative financial instruments, as discussed below.

Interest Rate Swap Agreements

We are exposed to interest rate risk primarily due to our borrowing activities. Our objective is to manage the risk of the effect of interest rate changes on our results of operations and cash flows by creating an acceptable balance between our fixed and floating rate debt. We intend to further enhance our interest rate risk management policy to continue to minimize interest expense over time while maintaining a level of exposure to changes in interest rates that we deem acceptable.

As of June 30, 2009, we had total debt of $612 million. Of our current outstanding debt, only the GBP-denominated Andaz Liverpool Street debt and the euro-denominated Park Hyatt Paris Vendome debt are subject to variable interest rates. Additionally, any future borrowings under our revolving credit

facility will be subject to variable interest rates. Accordingly, 42% of our $612 million of outstanding debt is exposed to variable interest rate risk, before considering any interest rate swaps.

We assumed a floating to fixed interest rate swap as a result of the purchase of the remaining interest in our Andaz Liverpool Street property (formerly the Great Eastern Hotel) in 2007. Pursuant to the original mortgage, at least 75% of the outstanding debt was required to be hedged at all times until final maturity. The terms of the acquired swap match those of the underlying mortgage such that the swap has been effective in converting the variable rate mortgage to an aggregate fixed rate of 6.16%. Both the mortgage and swap mature on March 13, 2011. The swap had a negative mark-to-market value of $9 million as of June 30, 2009.

We also assumed an interest rate swap as a consequence of purchasing the remaining interest in the Park Hyatt Paris Vendome in 2006. The terms of the swap do not match those of the mortgage, including the following:

the notional amount of the swap is smaller than the notional amount of the underlying loan; and

the portion of the notional amount of the swap that matches the loan does not convert the underlying floating rate loan to a specific fixed rate exposure under all interest rate scenarios.

As of June 30, 2009, the notional amount of the swap was 78% of the notional amount of the underlying loan. Beginning December 1, 2009 this percentage will decrease to 13%. The swap is only effective in instances where 3-month EURIBOR is less than 3.5% or greater than 6.15%. Accordingly, the aggregate fixed rate on the loan will range between 4.75% and 7.40% for the portion equal to the amount of the then outstanding swap. The notional amount of the loan that is greater than the notional amount of the swap has an interest rate equal to 3-month EURIBOR plus 125 basis points in the case of the senior loan and 3-month EURIBOR plus 70 basis points in the case of the subordinated loan. The swap had a negative mark-to-market value of $2 million as of June 30, 2009.

As of June 30, 2009, we had net floating rate debt of $20 million. As a result, 3% of our outstanding debt is exposed to variable rate interest risk, after taking swaps into consideration. As a result, if interest rates were to increase or decrease by one percentage point, there would be no material change to our interest expense. As noted earlier, our interest rate risk management policy will continue to seek to minimize interest expense over time while maintaining an acceptable level of exposure to changes in interest rates. Accordingly, we expect that our net floating rate exposure will be in excess of 3% in the future.

As discussed above, we have two interest rate swap agreements and a small portfolio of foreign exchange forward contracts. As of June 30, 2009, a 10% shift in interest rate and foreign exchange forward rates would result in an increase or decrease of $36 million in the market value of the contracts, in the aggregate.

Foreign Currency Exposures and Exchange Rate Instruments

We maintain non-U.S. dollar denominated debt, which provides a natural hedge of a portion of our international foreign currency earnings exposure but also exposes our reported debt balances to fluctuations in foreign currency exchange rates. During the six months ending June 30, 2009, the effect of changes in foreign currency exchange rates was a net increase of $22 million.

We conduct business in various foreign currencies and use foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies. These foreign currency exposures typically arise from intercompany loans and other intercompany transactions. The

net U.S. dollar equivalent of the notional amount of the forward contracts as of June 30, 2009 was $199 million, all of which expire in 2009. We intend to offset the gains and losses related to our intercompany loans and transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect to net income attributable to Hyatt Hotels Corporation. We expect to continue this practice relating to our intercompany loans and transactions, and may also begin to manage the risks associated with other transactional and translational foreign currency volatility within our business.

Critical Accounting Policies and Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our consolidated financial statements and accompanying notes.

We believe that of our significant accounting policies, which are described in note 2 to the audited consolidated financial statements included in this prospectus, the following accounting policies are critical due to the fact that they involve a higher degree of judgment and estimates about the effect of matters that are inherently uncertain. As a result, these accounting policies could materially affect our financial position and results of operations. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the board of directors.

Goodwill

We review the carrying value of all our goodwill in accordance with Financial Accounting Standards Board, (FASB) Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets , by comparing the carrying value of our reporting units to their fair values in a two-step process. We define a reporting unit at the individual property or business level. We are required to perform this comparison at least annually or more frequently if circumstances indicate possible impairment. When determining fair value in step one, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must perform step two in order to determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the

market in which they operate, and our overall knowledge of the hospitality industry. Changes in our allocation approach could result in different measures of implied fair value and impact the final impairment charge, if any.

Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. We had $120 million of goodwill as of June 30, 2009, and $120 million as of December 31, 2008. An adverse change to our fair value estimates could result in an impairment charge, which could be material to our earnings. A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in our calculations of the fair values of the reporting units would have no impact on the reported value of our goodwill.

Goodwill is also reviewed for impairment upon the occurrence of a triggering event. If a triggering event is determined to occur, we then apply the two-step method described above. Determining whether or not a triggering event has occurred requires us to apply judgment. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.

Long-Lived Assets and Definite-Lived Intangibles

We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain triggering events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. When determining fair value, we use internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs, terminal value growth rate and appropriate discount rates based on the weighted-average cost of capital.

As part of the process detailed above we use judgment to:

determine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;

determine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted cash flow analysis requiring judgment is our estimates regarding long-term growth and costs which are based on historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-term planning process; and

determine the estimated fair value of the respective long-lived asset when necessary. In determining the fair value of a long lived asset, we typically use internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes

into account the relative weights of each component of our capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-range planning process.

Changes in economic and operating conditions impacting these judgments could result in impairments to our long-lived assets in future periods, which could be material to our earnings. We had $3.9 billion and $3.8 billion of long-lived assets and definite-lived intangibles as of June 30, 2009 and December 31, 2008, respectively.

Unconsolidated Hospitality Ventures

We record a loss in the value of an unconsolidated hospitality venture that is determined to be an “other than temporary” decline in our consolidated statements of income as an impairment loss. We evaluate the carrying value of our unconsolidated hospitality ventures for impairment by comparing the estimated fair value of the venture to the book value when certain triggering events occur. If the fair value is less than the book value of the unconsolidated hospitality venture, we use our judgment to determine if the decline in value is temporary or other than temporary. The factors we consider when making this determination include, but are not limited to:

length of time and extent of the decline;

loss of value as a percentage of the cost of the unconsolidated hospitality venture;

financial condition and near-term financial projections of the unconsolidated hospitality venture;

our intent and ability to retain the unconsolidated hospitality venture to allow for the recoverability of the lost value; and

current economic conditions.

When determining fair value, we use internally developed discounted cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we use various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital.

As part of the process detailed above we use judgment to determine:

whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;

the estimated fair value of the unconsolidated hospitality venture when necessary. In determining the fair value of an unconsolidated hospitality venture we typically utilize internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future cash flows of the venture, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of the unconsolidated hospitality venture’s capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on the unconsolidated hospitality venture’s historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-range planning process; and

whether a decline in value is deemed to be other than temporary. The final determination is based on our review of the consideration factors mentioned above, as well as our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.

Changes in economic and operating conditions impacting these judgments could result in impairments to our unconsolidated hospitality ventures in future periods. We had investments of $ 213 million of unconsolidated hospitality ventures accounted for under the equity method as of June 30, 2009, and $191 million of unconsolidated hospitality ventures accounted for under the equity method as of December 31, 2008.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes , which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). In addition, we are subject to examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. See “Risk Factors—Risks Related to Our Business—We may be liable for proposed tax liabilities and the final amount of taxes paid may exceed the amount of applicable reserves, which could reduce our profits.”

We adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No.109 , on January 1, 2007. FIN 48 prescribes a financial statement recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. Specifically, it clarifies that an entity’s tax benefits must be “more likely than not” of being sustained assuming that its tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information prior to recording the related tax benefit in the financial statements. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. A change in the assessment of the “more likely than not” standard could materially impact our consolidated financial statements.

Stock Compensation

Overview

In February 2006, we adopted our LTIP as a means of attracting, retaining and incentivizing qualified executives, key employees and nonemployee directors to increase our value and continue our efforts to build and sustain growth. SFAS No. 123(R), Share-Based Payment, was effective January 1, 2006 and requires compensation expense related to stock-based compensation transactions to be measured and recognized based on fair value. With the adoption of the LTIP in February 2006, we began applying the provisions of SFAS No. 123(R). As of June 30, 2009, we have authorized 13,750,000 shares of common stock to be issued under the LTIP.

We are required to determine the fair value of the underlying common stock in order to determine the fair value of our SARs and RSUs granted under the LTIP. Given the absence of a trading history for our common stock prior to this offering, the LTIP states that the stock value is to be determined by the compensation committee of our board of directors based on either an independent valuation or using the price paid for a share of common stock between a willing buyer and willing seller, excluding transactions between us and Pritzker family business interests. The compensation committee determined our per share price to be as follows for each of our award grants since January 1, 2008:


Grant Date	Common Stock Fair Value
May 2, 2008	$	29.09	(1)
September 11, 2008		29.09	(2)
June 9, 2009		13.00	(3)

(1)	In accordance with the LTIP, we determined the fair value of our common stock based on an independent valuation performed contemporaneously with the grant date. The valuation was reviewed and approved by the compensation committee.

(2)

In September 2008, approximately four months following the May grant, we made a single grant in connection with the hiring of a new executive. We continued to use the $29.09 per share value for our September 2008 grant of RSUs, as the total shares granted were immaterial and we did not have an updated valuation or an external transaction on which to base an updated share value, as stipulated by our LTIP.

(3)

In May 2009, we sold additional shares of our common stock to existing stockholders, including third-party stockholders, at $13.00 per share. The price paid per share was between a willing buyer and seller. As a result, and in accordance with the LTIP, the compensation committee used the $13.00 per share value as the basis for our June 9, 2009 grant.

The following table summarizes by grant date the awards granted since January 1, 2008 under our LTIP, as well as the estimated fair value at the date of grant.


Grant Date	Award Type	Number Granted	Fair Value
May 2, 2008	SARs	569,275	$	13.00
May 2, 2008	RSUs	412,015		29.09
September 11, 2008	RSUs	40,670		29.09
June 9, 2009	SARs	984,420		7.20
June 9, 2009	RSUs	553,450		13.00

The awards are determined to be classified as equity awards with the fair value being determined on the grant date. We recognize stock-based compensation expense over the requisite service period of the individual grantee, which generally equals the vesting period. We currently have only issued service condition awards, and have therefore elected to use the straight-line method of expense attribution. We recognize, however, that if we begin to issue performance-based awards, the graded vesting method will be required. This will result in an increase to stock-based compensation expense in the earlier years of the requisite service period and a decrease in the later years.

The process of estimating the fair value of stock-based compensation awards and recognizing the associated expense over the requisite service period involves significant management estimates and assumptions.

We use an estimated forfeiture rate of 0% because only a small group of executives has historically received these awards and we have limited historical data on which to base these estimates. We monitor the forfeiture activity to ensure that the current estimate continues to be appropriate. Any changes to this estimate will impact the amount of compensation expense we recognize with respect to any future grants.

We determine the fair value of our stock-settled SARs using the Black-Scholes-Merton (BSM) option-pricing model. Under the BSM option-pricing model, management is required to make certain assumptions, including assumptions relating to the following:

Expected volatility . Because there is no trading history for our common stock, we do not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. Consequently, the expected price volatility for our common stock is estimated using the average implied volatility of exchange-traded options of our major publicly traded competitors. We evaluate the five-day trailing average implied volatility of exchange-traded options with a minimum term of two years. Using the five-day average, we apply linear interpolation to determine the implied volatility for an option with a strike price equal to the underlying stock’s current trading level. Our peer set was determined based upon companies in our industry with similar business models.

Expected term . The expected term assumption is estimated using the midpoint between the vesting period and the contractual life of each SAR, in accordance with the SEC’s Staff Accounting Bulletin Topic 14, Share-Based Payment .

Risk-free interest rate . The risk free interest rate is based on the yields of U.S. Treasury instruments with similar expected lives.

Dividend yield . We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.

Generally, the expected volatility and expected term assumptions are the main drivers of value under the BSM option-pricing model. Consequently, changes in these assumptions can have a significant impact on the resulting fair value. A 10% change in the expected volatility or the expected term assumption would result in an immaterial change to our overall compensation expense.

The fair value of our SARs granted since January 2008 was estimated using the BSM option pricing model with the following assumptions:


	June 9, 2009 Grant		May 2, 2008 Grant
Expected Volatility	56.50	%	40.00	%
Expected Life in Years	6.196		6.208
Risk-free Interest Rate	2.417	%	3.36	%
Annual Dividend Yield	0	%	0	%

If, in the future, we determine that another method is more reasonable, or, if another method for calculating these input assumptions is prescribed by authoritative guidance, and, therefore, should be used to estimate expected volatility or expected term, the fair value calculated for our stock-based compensation could change significantly. Higher volatility and longer expected term assumptions result in an increase to stock-based compensation expense determined at the date of grant. Stock-based compensation expense affects our selling, general and administrative expense.

We intend to expand the future pool of recipients of stock-based compensation in future periods. Accordingly, we will incur non-cash compensation expense related to the vesting of these future awards.

Our total unearned compensation under our LTIP program was $17.3 million as of December 31, 2008 and $20.3 million as of June 30, 2009 for SARs and $12.6 million as of December 31, 2008 and $16.4 million as of June 30, 2009 for RSUs. We will record these amounts to compensation expense over the next eleven years.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events . SFAS No. 165 establishes the accounting for and disclosure requirements of events or transactions that occur after the balance sheet date, but before the financial statements are issued. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. We adopted SFAS No. 165 as of June 30, 2009.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) . SFAS No. 167 amends the consolidation rules related to variable interest entities (VIEs) under SFAS No. 46(R). The new rules expand the primary beneficiary analysis to incorporate a qualitative review of which entity controls and directs the activities of the VIE. SFAS No. 167 also modifies the rules regarding the frequency of ongoing reassessments of whether a company is the primary beneficiary. Under SFAS No. 167, companies are required to perform ongoing reassessments as oppose to only when certain triggering events occur, as was previously required. SFAS No. 167 is effective for the first annual reporting period that begins after November 15, 2009 and for interim periods therein. We are currently evaluating the impact, if any, the adoption of SFAS No. 167 will have on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162. SFAS No. 168 establishes the FASB Accounting Standards Codification as the source of authoritative GAAP for nongovernmental entities. Additionally, SFAS No. 168 modifies the GAAP hierarchy to only include two levels of GAAP, authoritative and nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS No. 168 to have a material impact on our consolidated financial results.

THE LODGING INDUSTRY

The lodging industry is a global business and a significant part of the overall economy, with over $465 billion in worldwide revenues in 2008. The lodging industry is highly segmented with a variety of brands targeting a wide range of consumer needs at various price points. Companies in the lodging industry generally operate under one or more business models, including hotel management, brand franchising and hotel ownership. Hotels are broadly grouped into three categories: full-service, select-service and limited-service. Full-service hotels generally offer a full range of amenities and facilities, including food and beverage (F&B) facilities and meeting facilities. Select-service hotels provide many of the amenities available at full-service hotels but on a smaller scale and tend not to have meeting facilities. Limited-service hotels usually offer only rooms, although some offer modest F&B facilities such as breakfast buffets or small meeting rooms.

Geographically, the global lodging industry can be generally divided into five regions: Europe, Asia Pacific, Central and South America, North America and Middle East and Africa. The global economic downturn has had a significant impact on the overall lodging industry, resulting in significant recent RevPAR declines in all regions. The global lodging industry is also influenced by the cyclical relationship between the supply of and demand for hotel rooms.

YTD June 2009 vs. June 2008 ADR, Occupancy and RevPAR Comparison

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Source: Smith Travel Research

Lodging demand growth typically is related to the health of the overall economy in addition to local demand factors that stimulate business and leisure travel to specific locations. In particular, macroeconomic trends relating to GDP growth, corporate profits, capital investments and employment growth are some of the primary drivers of lodging demand. According to the International Monetary Fund, certain major advanced economies, including the U.S. and the United Kingdom, are not projected to experience an increase in GDP growth until 2010; however, key emerging and developing economies, such as China and India are projected to experience significant growth in annual GDP during 2009, 2010 and 2011. Other select economies with exposure to energy and other commodities, such as the United Arab Emirates and Brazil, are expected to begin their recovery in 2010, ahead of more developed economies. Historically, recovery in demand for lodging has generally lagged improvement in the overall economy.

Annual Percent Change in Real GDP Growth for Select Countries

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Source: International Monetary Fund

The U.S. lodging market, within the North American region, has a greater share of global lodging revenues than any other single country in the world, with $141 billion in revenues in 2008. As of June 30, 2009, the U.S. lodging market was comprised of approximately 4.8 million hotel rooms, which included approximately 3.3 million rooms in branded hotels and approximately 1.5 million rooms in independent hotels.

From 2002 to 2007, broad growth in the economy led to increases in U.S. lodging demand. During 2008, the overall weakness in the economy, particularly the turmoil in the credit markets, erosion of consumer confidence and increasing unemployment resulted in declines in both consumer and business spending. As a result, lodging demand from both leisure and business travelers decreased significantly during 2008. Decreased demand has resulted in declines in occupancy levels, making it difficult for operators to maintain room rates. It is expected that lodging demand will continue to decline until the macroeconomic trends demonstrate sustained growth.

Lodging supply growth is typically driven by overall lodging demand, as extended periods of strong demand growth tend to encourage new hotel development. However, the rate of supply growth is also influenced by a number of additional factors including availability and cost of capital, construction costs and local market considerations. In particular, because of the lengthy planning and construction process required to complete the development of hotels, supply growth generally lags behind demand growth. As an example, when lodging demand grew from 2002 to 2007, there was an increase in the number of new hotel rooms from cyclical lows; however, the pace of construction remained below long-term averages. From June 2008 through June 2009, the number of new rooms under construction decreased approximately 27%. New hotel room completions in 2009 will likely be lower than the long-term average and, beginning in 2010, supply growth is expected to decrease significantly. The relatively low level of recent supply growth coupled with a declining new construction pipeline is expected to create a favorable RevPAR growth environment once positive demand growth returns in the future.

Number of Hotel Rooms in Construction in the United States

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Source: Smith Travel Research

Revenue per available room (RevPAR) is the product of the average daily rate and the average daily occupancy percentage. RevPAR does not include non-room revenue which consists of other revenue generated by a hotel property such as, food and beverage, parking, telephone and other guest service revenues. The chart below sets forth the RevPAR growth for the U.S. lodging industry from 1988 to 2008. RevPAR growth was negative in 2008, which was only the fourth year since 1988 that RevPAR growth in the United States has been negative (1991, 2001, 2002 and 2008) and RevPAR growth is expected to be negative again in 2009. Currently, the lodging market is widely considered to be in the declining stage of the business cycle. Nonetheless, the U.S. lodging market has shown resilience and strong long-term growth since 1988.

Annual RevPAR Growth

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Source: Smith Travel Research

BUSINESS

Overview

We are a global hospitality company with widely recognized, industry leading brands and a tradition of innovation developed over our more than fifty-year history. Our mission is to provide authentic hospitality by making a difference in the lives of the people we touch every day. We focus on this mission in pursuit of our goal of becoming the most preferred brand in each segment that we serve for our associates, guests and owners. We support our mission and goal by adhering to a set of core values that characterize our culture. We believe that our mission, goal and values, together with the strength of our brands, strong capital and asset base and opportunities for expansion, provide us with a platform for long-term value creation.

158 managed properties (60,934 rooms), all of which we operate under management agreements with third-party property owners;

100 franchised properties (15,322 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

96 owned properties (including 4 consolidated hospitality ventures) ( 25,786 rooms) and 6 leased properties (2,851 rooms), all of which we manage;

28 managed properties owned by unconsolidated hospitality ventures (12,361 rooms);

15 vacation ownership properties (933 units), all of which we manage; and

10 residential properties ( 1,322 units), all of which we manage and some of which we own.

Our full service hotels operate under four world-recognized brands, Park Hyatt, Grand Hyatt, Hyatt Regency and Hyatt. We recently introduced our fifth full service brand, Andaz, where our guests experience a vibrant yet relaxed atmosphere, geared towards today’s individual business and leisure travelers. Our two select service brands are Hyatt Place and Hyatt Summerfield Suites (an extended stay brand), which have been well received in the United States and we believe have significant growth potential both in the United States and internationally. We develop, sell and manage vacation ownership properties in select locations as part of the Hyatt Vacation Club. We also manage Hyatt-branded residential properties that are often adjacent to Hyatt-branded full service hotels. We assist third parties in the design and development of such mixed-use projects based on our expertise as a manager and owner of vacation ownership properties, residential properties and hotels.

Our associates, whom we also refer to as members of the Hyatt family, consist of over 80,000 individuals working at our corporate and regional offices and our managed, franchised and owned properties in 45 countries around the world. Substantially all of our hotel general managers are trained professionals in the hospitality industry with extensive hospitality experience in their local markets and host countries. The general managers of our managed properties are empowered to manage their properties on an independent basis based on their market knowledge, management experience and understanding of our brands. Our divisional management teams located in cities around the world, such as Atlanta, Dubai, Hong Kong, Mexico City, New York, San Francisco and Zurich, support our general managers by providing corporate resources, mentorship, owner interaction and other assistance necessary to help them achieve their goals. Our Franchise and Owner Relations Group provides a single point of contact for our franchisees and offers resources to support franchised properties, including assistance with commercial contracts, distribution matters and brand standards as well as sales and marketing and reservations support. Our executive management team,

headquartered in Chicago, supports our management teams and associates around the world, provides strategic direction and sets overall policies for our company.

We primarily derive our revenues from hotel operations, management and franchise fees, other revenues from managed properties and sales of vacation ownership properties. For the year ended December 31, 2008, revenues totaled $3.8 billion, net income attributable to Hyatt Hotels Corporation totaled $168 million and Adjusted EBITDA totaled $687 million. For the six months ended June 30, 2009, revenues totaled $ 1.6 billion, net loss attributable to Hyatt Hotels Corporation totaled $ 36 million and Adjusted EBITDA totaled $ 210 million. See “Adjusted EBITDA” for our definition of Adjusted EBITDA and why we present it and “Prospectus Summary—Summary Consolidated Financial Data” for a reconciliation of our consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for the periods presented. As of June 30, 2009, we had total debt of $ 612 million, cash and cash equivalents of $ 968 million, and, after giving effect to the July 2009 amendment and extension of our revolving credit facility, committed and undrawn borrowing capacity of $1.4 billion, all of which provides us with significant liquidity and resources for future growth.

Our History

Commencing in 2007, third parties, including affiliates of Goldman, Sachs & Co. and Madrone GHC, LLC, made long-term investments in Hyatt. Pritzker family business interests, affiliates of Goldman Sachs and Madrone GHC currently own approximately 85.0%, 7.5% and 6.1%, respectively, of our common stock, and immediately following completion of this offering will own approximately %, % and %, respectively, of our common stock, assuming no exercise of the underwriters’ option to purchase additional shares.

Our Mission, Goal and Values

Our Mission

Our mission is to provide authentic hospitality by making a difference in the lives of the people we touch every day, including our associates, guests and owners.

Our Goal

Our goal is to be the most preferred brand in each customer segment that we serve for our associates, guests and owners.

Our Values

We aim to foster a common purpose and culture within the Hyatt family through shared core values of mutual respect, intellectual honesty and integrity, humility, fun, creativity and innovation.

Our mission, goal and values are interdependent, and we refer to this interdependence as the “Hyatt value chain.” The Hyatt value chain begins with our associates. We believe that our efforts to engage our associates in planning for how we can better serve our fellow associates, guests and owners contributes to their commitment to genuine service, which is the first step to achieving high levels of guest satisfaction. In our view, motivating our associates to become personally involved in serving and demonstrating loyalty to our guests is central to fulfilling our mission. We rely upon the management teams at each of our managed properties to lead by example and we provide them with the appropriate autonomy to make operational decisions in the best interest of the hotel and brand. We believe the managers of our franchised properties are experienced operators with high standards and have demonstrated commitment to our values and our approach to guest service that is designed to enhance guest satisfaction. High levels of guest satisfaction lead to increased guest preference for our brands, which we believe results in a strengthened revenue base over the long term. We also believe that engaged associates will enhance efficient operation of our properties, resulting in improved financial results for our property owners. Sustained adherence to these principles is a basis for our brand reputation and is one of the principal factors behind the decisions by our diverse group of owners and developers to invest in Hyatt-branded properties around the world. We work with existing and prospective owners and developers to increase our presence around the world, which we expect will lead to new channels for professional growth for our associates, guest satisfaction and brand preference thus adding growth to our company and completing the Hyatt value chain.

Our Competitive Strengths

We have significant competitive strengths that support our goal of being the most preferred brand for our associates, guests and owners.

World Class Brands. We believe that our widely recognized, industry leading brands provide us with a competitive advantage in attracting and driving preference for associates, guests and owners. We have consistently received top rankings, awards and accolades for service and guest experience from independent publications and surveys, including Condè Nast Traveler, Travel and Leisure, Mobil and AAA. As an example, 54 properties across our Park Hyatt, Grand Hyatt and Hyatt Regency brands received the AAA four diamond lodging award in 2009. Our brand recognition and strength is key to our ability to drive preference for our brands among our associates, guests and owners.

experience in the industry. Our experienced executive management team sets overall policies for our company, supports our regional and divisional teams and our associates around the world, provides strategic direction and leads our growth worldwide.

Strong Capital Base and Disciplined Financial Approach. Our approach is to maintain appropriate levels of financial leverage and liquidity through industry cycles and economic downturns such as the one we are currently experiencing. As of June 30, 2009, we had cash and cash equivalents of $968 million, and after giving effect to the July 2009 amendment and extension of our revolving credit facility, committed and undrawn borrowing capacity of $1.4 billion. We have a modest level of debt and no significant debt maturities through 2012. We believe that as a result of our balance sheet strength, we are uniquely positioned to take advantage of strategic opportunities to develop or acquire properties and brands even in economic downturns such as the one we are currently experiencing. We adhere to a formal investment process in evaluating such opportunities with input from various groups within our global organization.

Diverse Exposure to Hotel Management, Franchising and Ownership. We believe that our experience as a multi-brand manager, franchisor and owner of hotels makes us one of the best positioned lodging companies in the world. Our mix of managed, franchised and owned hotels provides a broad and diverse base of revenues, profits and cash flows. Our expertise and experience in each of these areas gives us the flexibility to evaluate growth opportunities across these three lines of business and enables us to achieve the best results for the given situation.

High Quality Owned Hotels Located in Desirable Markets. We own and operate a high quality portfolio of 96 owned properties and 28 managed properties owned by unconsolidated hospitality ventures, consisting of luxury and upper-upscale full service and select service hotels. Our owned full service hotels are located primarily in key markets, including major business centers and leisure destinations, with strong growth potential, such as Chicago, London, New York, Paris, San Francisco, Seoul and Zurich. Our hospitality ventures include 50% ownership interests in properties in Mumbai and São Paulo. A number of these hotels are unique assets with high recognition and a strong position in their local markets. Substantially all of our owned select service hotels were newly renovated in 2006 and 2007 and are typically located near business districts, airports or attractions. As a significant owner of hotel assets, we believe we are well positioned for a recovery of demand as we expect earnings growth from owned properties to outpace growth in revenues due to their high fixed-cost structure. This benefit can be achieved either through increased earnings from our owned assets or through value realized from select asset sales.

A Track Record of Innovation. Successful innovation has been a hallmark of Hyatt since its founding. More than forty years ago, we opened the Hyatt Regency Atlanta, which was the first-ever large-scale atrium lobby hotel. This was both an architectural icon as well as a highly functional hotel property that provided us an entry into the large-scale convention market. We also have a long track record of creative approaches to food and beverage outlets at our hotels throughout the world, which have led to highly profitable venues that create demand for our hotel properties, particularly in Asian markets. In addition, we successfully introduced new service models to the industry. We launched our Hyatt Place brand in 2006 and our Andaz brand in 2007, each of which features a unique internally developed service model that eliminates a number of de-personalized aspects of the hotel experience. We recently turned our focus to innovation in the area of guest communications. In May 2009, we launched @hyattconcierge, making us the first lodging company in the world to use Twitter 24 hours a day and seven days a week to enhance the quality of hotel guest services. We believe that our commitment to fostering a culture of innovation throughout Hyatt positions us as an industry leader.

Our Business Strategy

Our goal is to be the most preferred brand in each customer segment that we serve for our associates, guests and owners. In order to achieve this goal, we enhance brand preference by understanding who our customers are and by focusing on what our customers need and want and how we can deliver value to them. This understanding and focus informs our strategy for improving the performance of our existing hotels and expanding the presence of Hyatt brand in markets worldwide.

Focus on Improvement in the Performance of Existing Hotels

A key component of our strategy is to maximize revenues and manage costs at existing hotel properties. We strive to enhance revenues by focusing on increasing our share of hotel stays by our existing guests and increasing the number of new guests we serve on a regular basis, with the ultimate goal of establishing and increasing guest loyalty to our brands. We manage costs by setting performance goals for our hotel management teams and granting our general managers operational autonomy, which we believe leads to improved efficiency in ways appropriate for their respective properties. We support these efforts by assisting them with tools and analytics provided by our regional and corporate offices and by compensating our hotel management teams based on property performance.

Increase Share of Hotel Stays. We intend to expand Hyatt’s share of hotel stays by continuously striving to provide genuine guest service and delivering value to our guests. Our existing customer base is diverse with different needs and preferences. We aim to provide differentiated service and product offerings targeted at each customer segment within each of our brands, such as meeting planners and convention guests, leisure guests and business travelers, in order to satisfy our customers’ specific needs. Our Hyatt Gold Passport guest loyalty program is designed to attract new guests and to demonstrate our loyalty to our best guests. In 2009, we launched an initiative called “The Big Welcome,” which was targeted at increasing enrollment in our Hyatt Gold Passport program. As part of The Big Welcome, we awarded more than 30,000 room nights to Gold Passport members and 365 free nights at any Hyatt in the world to three individual guests. In the six-month period ended June 30, 2009, new membership enrollment in our Hyatt Gold Passport program has increased by 39% compared to new members enrolled during the same period last year. In addition, Gold Passport members represented 23% of total room nights for the first half of 2009.

Emphasize Associate Engagement. Our brands are defined, in large part, by the authentic hospitality that is delivered to our guests by our associates. We believe that while a great product is necessary for success, a service model that promotes genuine service for our guests and that is focused on our customers’ particular needs is the key to a sustainable long-term advantage. Therefore, we strive to involve our associates in deciding how we serve our guests and what we can do to improve guest satisfaction. We align our associates’ interests with our goal of becoming the most preferred brand in each segment that we serve. We rely on our hotel general managers to lead by example and foster associate engagement. We believe that associate engagement results in higher levels of customer satisfaction and improves the performance of our properties. To assist in this process, we aim to ensure that talented management teams are in place worldwide and also reward those teams that achieve higher levels of employee engagement, guest satisfaction and hotel financial performance.

Enhance Operational Efficiency. We strive to align our staffing levels and expenses with demand without compromising our commitment to authentic hospitality and high levels of guest satisfaction. We have made significant changes in operations in response to recent declines in demand for hospitality products and services (including staff reductions at many of our hotels). We will continue to incentivize and assist our hotel general

managers as they proactively manage both the customer experience and the operating costs at each of their properties.

Expanding Our Presence in Attractive Markets

We intend to drive brand preference by expanding the presence of all of our brands in attractive markets worldwide. We believe that the scale of our presence around the world is small relative to the recognition of our brands and our excellent reputation for service and, therefore, we have a unique opportunity to expand. We believe that our mission, goal and values, together with the strength of our brands, people, strong capital and asset base and opportunities for expansion provide us with a platform for long-term value creation.

Increase Market Presence. We will focus our expansion efforts on under-penetrated markets where we already have an established presence. We will also seek to expand into locations where our guests are traveling but where we do not have a presence. We will expand our presence by increasing the number of hotels under Hyatt brand affiliation, primarily by entering into new management and franchising agreements. We believe our extensive focus on the different customer groups that we serve and our understanding of how we can serve them in new locations will facilitate our growth. In addition, we plan to use our expertise in developing and managing residential and vacation ownership properties to participate in mixed-use developments that typically involve a combination of hotel and residential development in key urban and resort locations.

Expand our Select Service Presence . We intend to establish and expand Hyatt Place and Hyatt Summerfield Suites worldwide, which we believe will support our overall growth and enhance the performance of all of our brands. We intend to grow our select service presence through construction of new franchised properties by third-party developers, conversion and renovation of existing non-Hyatt properties, and, in certain cases participation in the development of properties that would be managed by us. To pursue this strategy, we have a dedicated select service development team. We believe that the opportunity for properties that provide a select offering of services at a lower price point is particularly compelling in certain emerging markets, such as India, China, Russia and Brazil, where there is a large and growing middle class along with a meaningful number of local business travelers.

Increase Focus on Franchising. We intend to increase our franchised hotel presence, primarily in North America, for our select service brands and our Hyatt Regency brand. By increasing our focus on franchising, we believe that we will gain access to capital from developers and property owners that specifically target franchising business opportunities. To pursue this strategy, we have established an internal team dedicated to supporting our franchise owners and to driving the expansion of our franchised hotel presence. We plan to expand existing relationships and develop new relationships with franchise owners who demonstrate an ability to provide excellent customer service while maintaining our brand standards.

Utilize our Capital and Asset Base for Targeted Growth. The combination of our significant liquidity and strong capital position coupled with our large, high quality asset base provides a unique platform to support our growth strategy. We intend to use our liquidity and strong capital base along with select asset dispositions to redeploy capital to opportunities that will allow us to strengthen our management presence in key markets worldwide. The form of our capital deployment will vary depending on the opportunity. We will assess and balance liquidity, value and strategic importance as we seek to expand our presence through investment. We also will continue to commit capital to fund the renovation of certain assets in our existing owned portfolio. While we may selectively dispose of hotel properties, given our focus and expertise as an owner, we expect to maintain significant ownership of hotel properties over time.

Description of Our Brands


Brand	Segment	Customer Base	June 30, 2009 % of our Total Rooms/Units	June 30, 2009 Rooms/Units		2008 ADR
Brand	Segment	Customer Base	June 30, 2009 % of our Total Rooms/Units	North America	Intl	North America	Intl	Selected Competitors
	Full Service/ Luxury	Individual business and leisure travelers; small meetings	4%	1,122	3,779	$320	$410	Four Seasons, Ritz-Carlton, Peninsula, St. Regis, Mandarin Oriental

	Full Service/ Upper Upscale	Individual business and leisure travelers; small meetings	<1%(1)	257	267	N/A	$450	W, Mondrian, The Standard

	Full Service/ Upper Upscale	Individual business and leisure travelers; large and small meetings, social events	17%	8,233	11,686	$230	$270	Mandarin Oriental, Shangri-La, InterContinental, Fairmont

	Full Service/ Upper Upscale	Conventions, business and leisure travelers; large and small meetings, social events; associations	59%	52,700	17,801	$165	$180	Marriott, Sheraton, Hilton, Renaissance, Westin

	Select Service/ Upscale	Individual business and leisure travelers; small meetings	15%	17,339	0	$105	N/A	Courtyard by Marriott, Hilton Garden Inn

	Select Service/ Extended Stay	Extended stay guests; individual business and leisure travelers; small meetings/trainings	3%	4,070	0	$125	N/A	Residence Inn by Marriott, Homewood Suites

	Vacation Ownership	Owners of vacation units	1%	933	0	N/A	N/A	Hilton Vacation Club, Marriott Vacation Club, Starwood Vacation Ownership

	Residential	N/A	1%	0	1,322	N/A	N/A	N/A

(1)	As of June 30, 2009, there were two Andaz properties in operation.

Park Hyatt

Park Hyatt provides discerning, affluent individual business and leisure guests with elegant and luxurious accommodations. Guests of Park Hyatt receive highly attentive personal service in an intimate environment. Located in many of the world’s premier destinations, each Park Hyatt is custom designed to combine sophistication with distinctive regional character. Park Hyatt features well-appointed guestrooms, meeting and special event spaces for smaller groups, critically acclaimed art programs and signature restaurants featuring award-winning chefs.

Andaz

Andaz is a hotel where our guests experience a vibrant yet relaxed atmosphere geared towards today’s individual business and leisure travelers. Each hotel is designed to reflect the unique cultural scene and spirit of the surrounding neighborhood and features a unique service model that removes a number of de-personalized aspects of a typical hotel experience. Currently, there are Andaz properties in Los Angeles and London and two in development in New York. Signature Andaz elements include a personalized arrival experience, complimentary amenities in every room, the Andaz Studio (an informal meeting space designed for small creative meetings) and a bar and restaurant designed to be destinations for local residents as well as hotel guests.

Grand Hyatt

Grand Hyatt features large-scale, distinctive hotels in major gateway cities and resort destinations. With presence around the world and critical mass in Asia, Grand Hyatt hotels provide sophisticated global business and leisure travelers with upscale accommodations. Signature elements of the Grand Hyatt include dramatic architecture, innovative dining options, state of the art technology, spa and fitness centers and comprehensive business and meeting facilities appropriate for corporate meetings and social gatherings of all sizes.

Hyatt Regency

Hyatt Regency offers a full range of services and facilities tailored to serve the needs of conventions, business travelers and resort vacationers. Properties range in size from 200 to over 2,000 rooms and are conveniently located in urban, suburban, airport, convention and resort destinations around the world. Hyatt Regency’s convention hotels feature spacious meeting and conference facilities designed to provide a productive environment. Hyatt Regency hotels in resort locations cater to couples seeking a getaway, families enjoying a vacation together and corporate groups seeking a relaxed atmosphere in which to conduct business and meetings.

Hyatt

Hyatt hotels are smaller-sized properties conveniently located in secondary markets in the United States. With hotels ranging from 150 to 350 rooms, Hyatt hotels offer guests the opportunity to experience our signature service and hospitality even when traveling outside of major gateway markets. Customers include individual business and leisure travelers, and Hyatt hotels can accommodate business meetings and social gatherings.

Hyatt Place

Hyatt Place is designed for the busy lifestyle of today’s multi-tasking business traveler and features a selected range of services aimed at providing casual hospitality in a well-designed, high-tech and contemporary environment. Property sizes range from 125 to 200 rooms and are located in urban, airport and suburban areas. Signature features of Hyatt Place include The Gallery, which offers

a coffee and wine bar, a 24 hours a day, seven days a week guest kitchen with freshly prepared snacks and entrees and daily complimentary continental breakfast. Hyatt Place guests are business travelers as well as families. Hyatt Place properties are also well suited to serve small corporate meetings.

Hyatt Summerfield Suites

Hyatt Summerfield Suites is an extended-stay, residential-style hotel that aims to provide individual travelers with the feel of a modern condominium. The 125 to 200 room, all-suite properties offer comforts of home such as fully equipped kitchens, flat panel HDTVs and free high-speed internet access. The public space features facilities such as a pool, a fitness center and a business center. A full breakfast every morning and an evening social on weekday evenings are complimentary to guests. Hyatt Summerfield Suites are located in urban, airport and suburban locations and can accommodate small corporate meetings and corporate clients seeking to place their employees on extended assignment.

Hyatt Vacation Club

Hyatt Vacation Club provides members with vacation ownership opportunities in regionally inspired and designed residential-style properties with the quality of the Hyatt brand. Members prepurchase time at a Hyatt Vacation Club and have the flexibility of usage, exchange and rental. Hyatt Vacation Club members can choose to occupy their vacation home, to exchange time among 15 Hyatt Vacation and Residence Clubs, to trade their time for Gold Passport points or to travel within the Hyatt system. Alternatively, members can exchange their time for time at properties participating within Interval International’s program, a third-party company with over 2,200 resorts in their exchange network worldwide.

Hyatt Resorts

Hyatt Resorts is a collection of vacation properties across our Park Hyatt, Grand Hyatt and Hyatt Regency brands. They represent attributes of the individual brand in the more personal context of a vacation environment and are characterized by relaxed, comfortable spaces reflective of the local culture. Hyatt Resort properties are designed to accommodate individual and family vacations, while also offering a setting intended to enhance the success of corporate meetings.

Our Community Commitment

At Hyatt, we are committed to making a positive and lasting impact in every community in which we operate. We do this by demonstrating a strong commitment to preserving our natural environment through Hyatt Earth, by giving back to the local communities in which we operate through Hyatt Community, and with the volunteer services of our associates through Hyatt’s Family of Responsible and Caring Employees (F.O.R.C.E.).

Hyatt Earth—Our global sustainability program with measurable results that promotes a culture of environmental awareness and rewards initiatives with positive environmental impact.

Hyatt Community—a philanthropic program that awards grants to nonprofit groups that support youth development and education or improve the environment in which the Hyatt family lives and works.

F.O.R.C.E. (Family of Responsible and Caring Employees)—Launched in 1990, associates have spent 900,000 hours volunteering in their communities.

Management Agreements

Fees

Our management agreements typically provide for a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. In these two-tier fee structures, our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. In addition, we are incentivized to improve hotel profitability through an incentive fee that is typically calculated as a percentage of a hotel profitability measure, such as gross operating profit, adjusted profit or the amount by which gross operating profit or adjusted profit exceeds a fixed threshold . Outside of the United States our fees are often more dependent on hotel profitability measures either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.

Terms and Renewals

The average remaining term of our management agreements with third party owners and unconsolidated hospitality ventures for full service hotels (other than those in development) is approximately 12 years, assuming no renewal options are exercised by either party. The average remaining term of our management agreements with third-party owners and unconsolidated hospitality ventures for select service hotels (other than those in development) is approximately 21 years, assuming no renewal options are exercised by either party.

Certain of our management agreements allow for extensions of the contract term by mutual agreement, or at the discretion of one of the parties. Including exercise of extension options that are in Hyatt’s sole discretion and assuming in certain cases that specific performance tests have been met, the average remaining term of our management agreements is approximately 20 years for our full service hotels located in the United States, Canada and the Caribbean, approximately 18 years for our full service hotels located throughout the rest of the world and approximately 48 years for our select service hotels. Twenty-two select service hotels are governed under the same management agreement, which has a remaining base term of approximately 21 years. Hyatt may elect to extend the term of this agreement for two additional fifteen-year terms.

Some of our management agreements grant early termination rights to owners of the hotels we manage upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test. Generally, termination rights under performance tests are based upon the property’s individual performance or its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. These termination rights are usually triggered if we do not meet the performance tests over multiple years. We generally have the option to cure performance failures by paying an amount equal to the short fall but in some cases our cure rights may be limited and the result of our failure to meet a performance tests may be the termination of our management agreement.

Many of our management agreements are subordinated to mortgages or other secured indebtedness of the owners. In North America, in the event lenders take possession of the hotel property through foreclosure or similar means, most lenders have agreed to recognize our right to continue to manage the hotels under the terms set forth in the management agreements.

Franchise Agreements

Pursuant to franchise agreements, we grant our franchisees the limited right to use our name, marks and system in the operation of franchised Hyatt, Hyatt Regency, Hyatt Place and Hyatt Summerfield Suites hotels. We do not directly participate in the management of our franchised hotels.

However, franchisees are required to operate franchised hotels consistent with our brand standards. We approve the plans for, and the location of, franchised hotels and review the operation of these hotels to ensure that our standards are maintained. We provide support to and advice with respect to certain aspects of hotel operations for the benefit of our franchise owners and operators through our Franchise and Owner Relations Group.

Fees

In general, our franchisees pay us an initial application fee and ongoing royalty fees, the amount of which depends on whether the franchised property is a select or full service hotel. We franchise select service hotels under our Hyatt Place and Hyatt Summerfield Suites brands. Select service franchisees pay continuing royalty fees calculated as a percentage of gross room revenues. Generally, royalty fees typically are 3% in the first year of operations, 4% in the second year and 5% through the remainder of the term. We franchise full service hotels under the Hyatt and Hyatt Regency brands.

In addition to our franchise fees, we charge full service franchisees for certain services arranged and provided by us. These activities include centralized reservation functions, certain sales functions, information technology, national advertising, marketing and promotional services, as well as various accounting and insurance procurement services. We also charge select service franchisees for marketing, central reservations and technology services.

Terms and Renewals

The standard term of our franchise agreements is 20 years, with one 10 year renewal option exercisable by the franchisee, assuming the franchisee has complied with franchise agreement requirements and standards. We have the right to terminate franchise agreements upon specified events of default, including non-payment of fees and non-compliance with brand standards. In the event of early termination for any reason, our franchise agreements set forth liquidated damages that our franchisees must pay to us upon termination. Many of our franchise agreements also provide for lender termination rights in the event of foreclosure. The average remaining base term of our franchise agreements for our select service and full service hotels (other than those in development) is approximately 18 years.

Business Segment and Geographical Information

For information regarding our three reportable business segments and geographical information, see note 20 of our consolidated financial statements included elsewhere in this prospectus.

Sales, Marketing and Reservations

Sales

Our global sales organization is focused on growing market share through key accounts, identifying new business opportunities and maximizing our local customer base.

Our worldwide sales force targets multiple brands to approximately 1,800 key group customer accounts. Its goal is to penetrate and expand business share among these key customers. Our team consists of over 100 associates focused on group business, business and leisure traveler accounts and travel agencies. We also deploy approximately 25 associates to target the acquisition of new business with the goal of establishing new worldwide accounts.

Our worldwide customers consist of: major corporations; national, state and regional associations; specialty market accounts (social, military, educational, religious and fraternal); and travel organizations. These key customer accounts represent over 40% percent of our overall room revenues

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from full service hotels. We also have regional sales offices throughout the world, including in New York, Chicago, Los Angeles, Washington D.C., London, Hong Kong, Mainz, Mumbai, Shanghai, Beijing and Tokyo.

Our associates in our worldwide sales force and in our North American full service hotels use Envision, our proprietary sales tool, to manage the group rooms forecast, maintain an inventory of definite and tentative group rooms booked each day, streamline the process of checking guest room availability and rate quotes and determine meeting room availability.

In conjunction with our worldwide sales force, each hotel has an in-house team of sales associates. The in-house sales associates are focused on local and regional business opportunities, as well as securing the business generated from our worldwide accounts.

Hyatt seeks to maximize revenues in each hotel through a team of revenue management professionals. The goal of revenue management is to secure the right customer, on the right date, at the right price. Business opportunities are reviewed and agreed upon by the hotel’s revenue management strategy team.

Marketing

Our marketing strategy is designed to maintain and build brand value and awareness while meeting the specific business needs of hotel operations. Building and differentiating each of our brands is critical to increasing Hyatt’s brand preference. We are focused on targeting the distinct guest segments that each of our brands serves and supporting the needs of the hotels by thorough analysis and application of data and analytics. Hyatt Gold Passport and Hyatt.com are the key components of our marketing strategy. Hyatt Gold Passport is a service and loyalty program with focus on driving guest satisfaction, recognition and differential services for our most loyal guests. Hyatt.com is our primary online distribution channel providing customers with an efficient source of information about our hotels and an effective booking experience.

Reservations

We have a central reservation system that provides a comprehensive view of inventory, while allowing for local management of rates based on demand. Through this system, we are able to allow bookings by hotels directly, via telephone through our call centers, by travel agents and online through Hyatt.com.

We have eight call centers that service our global guest base 24 hours a day, seven days a week and provide reservation services in over 25 languages. While we continue to provide full reservations services via telephone through our call centers, we have also invested significant amounts in internet booking capabilities on Hyatt.com and through online booking partners.

In addition, some of our hotel rooms at hotels and resorts we manage or franchise are booked through internet travel intermediaries and partners and online travel service providers. We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies and meeting and event management companies.

Hyatt Gold Passport

We operate a guest loyalty program, Hyatt Gold Passport. This program generates substantial repeat guest business by rewarding frequent stays with points toward free hotel nights and other rewards.

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Hyatt Gold Passport members earn points based on their spending at our hotels. Hyatt Gold Passport points can be redeemed at all hotels across our brands and can also be converted into airline miles with any of more than 30 participating airlines.

The Hyatt Gold Passport program is funded through a contribution from eligible revenues generated from Hyatt Gold Passport members. These funds are applied to reimburse hotels for room nights where guests redeem Hyatt Gold Passport points and to administrative expenses and marketing initiatives to support the program.

As of June 30, 2009, the Hyatt Gold Passport program had over 9 million members, and during the first half of 2009, Hyatt Gold Passport members represented 23% of total room nights. We expect our Hyatt Gold Passport program to continue to have a positive impact on our brands.

Competition

There is intense competition in all areas of the hospitality industry in which we operate. Competition exists for hotel guests, management agreements and franchise agreements and sales of vacation ownership properties. Our principal competitors are other operators of full service, select service and extended stay properties, including other major hospitality chains with well established and recognized brands. We also compete against small chains and independent and local owners and operators.

We compete for management agreements based primarily on the value and quality of our management services, our brand name recognition and reputation, our ability and willingness to invest our capital in third-party owned or hospitality venture projects, the level of our management fees and the economic advantages to the property owner of retaining our management services and using our brand name. We compete for franchise agreements based primarily on brand name recognition and reputation, the room rate that can be realized and total revenues we can deliver to the properties. Other competitive factors for management and franchise agreements include relationships with property owners and investors, including institutional owners of multiple properties, marketing support, reservation and e-commerce system capacity and efficiency and the ability to make investments that may be necessary to obtain management and franchise agreements.

We compete for sales of our vacation ownership properties based principally on location, quality of accommodations, price, financing terms, quality of service, flexibility of usage, opportunity to exchange into other vacation properties and brand name recognition and reputation. In addition to competing with other hotel and resort properties, our vacation ownership properties compete with national and independent vacation ownership club operators as well as with owners reselling their interests in these properties. Our ability to attract and retain purchasers of our vacation ownership properties depends on our success in distinguishing the quality and value of our vacation ownership products and services from those offered by others.

The universe of branded lodging operators with a global reach and depth of product and offerings similar to us is limited. We believe that our strong customer base, prominent brand recognition, strategic property locations and global development team will enable us to compete effectively. For additional information, see “Risk Factors—We operate in a highly competitive industry and our success depends on our ability to compete effectively.”

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Seasonality

The hospitality industry is seasonal in nature. The periods during which our lodging properties experience higher revenues vary from property to property, depending principally upon location and the customer base served. Based upon historical results, our North American properties typically generate the highest revenues in the second quarter and our international properties generally experience the highest revenues during the fourth quarter of each year. We generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent quarters.

Cyclicality

The hospitality industry is cyclical and generally follows, on a lagged basis, the general economy. There is a history of increases and decreases in demand for hotel rooms, in occupancy levels and in rates realized by owners of hotels through economic cycles. Variability of results through some of the cycles in the past has been more severe due to changes in the supply of hotel rooms in given markets or in given categories of hotels. The combination of changes in economic conditions and in the supply of hotel rooms can result in significant volatility in results for owners and managers of hotel properties. The costs of running a hotel tend to be more fixed than variable. Because of this, in an environment of declining revenues the rate of decline in earnings will be higher than the rate of decline in revenues. The vacation ownership business is also cyclical. The demand for vacation ownership units is affected by the availability and cost of financing for purchases of vacation ownership units as well as general economic conditions and the relative health of the housing market.

Intellectual Property

In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names and logos are very important in the sales and marketing of our hotels, residential and vacation ownership properties and services. We have a significant number of trademarks, service marks, trade names, logos and pending registrations, and significant resources are expended each year on surveillance, registration and protection of our trademarks, service marks, trade names and logos, which we believe have become synonymous in the hospitality industry with a reputation for excellence in service and authentic hospitality.

As further described in “Certain Relationships and Related Party Transactions—License Agreements—Agreements Related to Transfer and License Back of “Classic Residence by Hyatt” Trademark and Service Mark,” we have entered into a license agreement with CC-Development Group, Inc. (Classic Residence) whereby we provide Classic Residence with a limited license to permit the Classic Residence companies to use the “Classic Residence by Hyatt” trademark and service mark (subject to maintaining agreed upon standards) and the “classichyatt.com”, “classichyatt.org”, “hyattclassic.com” and “hyattclassic.org” domain names for a transition period ending upon the earlier of December 31, 2010 and the consummation of a change of control of Classic Residence, to the extent necessary to permit the Classic Residence companies to comply with pre-existing contractual obligations to third parties and as required by applicable laws, regulations and governmental authorities.

Government Regulation

We are subject to numerous federal, foreign, state and local government laws and regulations, including those relating to the preparation and sale of food and beverages, building and zoning requirements, data privacy and general business license and permit requirements, in the various jurisdictions in which we manage, franchise and own hotels. Our ability to develop new hotel properties and to remodel, refurbish or add to existing properties is also dependent on obtaining permits from local authorities. We are also subject to laws governing our relationships with employees, including

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minimum wage requirements, overtime, working conditions, hiring and firing, non-discrimination for disabilities and other individual characteristics, work permits and benefit offerings. Federal, state and provincial laws and regulations also require certain registration, disclosure statements, compliance with specific standards of conduct and other practices with respect to the franchising of hotels. Additionally, the vacation ownership properties we operate are subject to local, state and federal requirements regarding the licensing of sales agents, compliance of marketing materials and numerous other requirements regarding the sale and management of vacation ownership properties. Compliance with these various laws and regulations can affect the revenues and profits of properties managed, franchised or owned and of our vacation ownership business and could adversely affect our operations. We believe that our businesses are conducted in substantial compliance with applicable laws and regulations.

We manage and own hotels with casino gaming operations as part of or adjacent to the hotels. However, with the exception of the Hyatt Regency Aruba, third parties manage and operate the casinos. We do hold and maintain the casino gaming license and manage the casino located at the Hyatt Regency Aruba. As a result, our business operations at the Hyatt Regency Aruba are subject to the licensing and regulatory control of the Departamento pa Asuntonan di Casino (D.A.C.), a newly formed regulatory agency responsible for gaming licenses and operations in Aruba. The gaming operations at the Hyatt Regency Aruba are also regulated by the Nevada Gaming Commission and the Nevada State Gaming Control Board because a provider of services at the Hyatt Regency Aruba also operates casinos in Nevada.

Employees

As of June 30, 2009, we had approximately 45,000 employees at our corporate offices, divisional offices, owned and managed hotels and residential and vacation ownership properties. Approximately 25% of those employees were either represented by a labor union or had terms of employment that were determined under a labor agreement. Some of our more than 80,000 associates are employed by certain third-party owners and franchisees of our hotels and are not included in the 45,000 figure above because we do not directly employ them. We believe relations with our employees and associates are good.

Environmental Matters

In connection with our ownership and management of hotels and development of other real properties, we are subject to various foreign, federal, state and local laws, ordinances and regulations relating to environmental protection. Under some of these laws, a current or former owner or operator of real property may be held liable for the costs of investigating or remediating hazardous or toxic substances or wastes on, under or in such real property, as well as third-party sites where the owner or operator sent wastes for disposal. Such laws may impose liability without regard to whether the owner or operator knew, or was at fault in connection with, the presence or release of such hazardous substances or wastes. Furthermore, a person who arranges for the disposal or treatment of a hazardous or toxic substance at a property owned by another, or who transports such substance to or from such property, may be liable for the costs of removal or remediation of such substance released into the environment at the disposal or treatment facility. Although we are not aware of any current material obligations for investigating or remediating hazardous substances or wastes at our owned properties, the future discovery of substances or wastes at any of our owned properties, or the failure to remediate such contaminated property properly, could adversely affect our ability to develop or sell such real estate, or to borrow using such real estate as collateral. In addition, the costs of investigating or remediating contamination, at our properties or at properties where we sent substances or wastes for disposal, may be substantial.

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We are also subject to various requirements, including those contained in environmental permits required for our operations, governing air emissions, effluent discharges, the use, management and disposal of hazardous substances and wastes and health and safety. From time to time, we may be required to manage, abate or remove mold, lead or asbestos-containing materials at our properties. We believe that our properties and operations are in compliance, in all material respects, with all federal, state and local environmental laws and ordinances. However, additional operating costs and capital expenditures could be incurred if additional or more stringent requirements are enacted in the future.

Insurance

We maintain insurance coverage for general liability, property, workers’ compensation and other risks with respect to our business. Our general liability insurance provides coverage for any claim, including terrorism, resulting from our operations, goods and services and automobiles. All owned hotels are covered by Hyatt’s property insurance program. Hotels managed by Hyatt are permitted to participate in Hyatt’s insurance programs by mutual agreement with our hotel owners. If a managed hotel does not participate in our insurance programs, our management and franchise agreements require the hotels to be insured at coverage levels generally consistent with the coverage levels under our insurance programs, including liability, property coverage, business interruption coverage and workers’ compensation insurance. We are typically covered under these insurance policies to the extent necessary and reasonable. We believe our insurance policies are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers.

Properties

The following table sets forth a description of each owned or leased Hyatt-branded hotel property:


Property(1)	Location	Rooms	Ownership(2)
Full Service:
United States, Canada and the Caribbean:
Park Hyatt Chicago	Chicago, IL	198	100	%
Park Hyatt Philadelphia at Bellevue	Philadelphia, PA	172	50	%
Park Hyatt Toronto	Toronto, Ontario, Canada	346	100	%
Park Hyatt Washington	Washington, DC	216	100	%
Andaz West Hollywood(3)	West Hollywood, CA	257	—
Grand Hyatt New York(4)	New York, NY	1,311	100	%
Grand Hyatt San Antonio(4)	San Antonio, TX	1,003	30	%
Grand Hyatt San Francisco	San Francisco, CA	685	100	%
Grand Hyatt Seattle	Seattle, WA	425	49.9	%
Grand Hyatt Tampa Bay	Tampa, FL	445	100	%
Hyatt Regency Aruba Resort & Casino(4)	Palm Beach, Aruba, Dutch Caribbean	360	100	%
Hyatt Regency Atlanta	Atlanta, GA	1,260	100	%
Hyatt Regency Baltimore(4)	Baltimore, MD	488	100	%
Hyatt Regency Bellevue	Bellevue, WA	382	1.9	%
Hyatt Regency Boston(5)	Boston, MA	498	100	%
Hyatt Regency Buffalo	Buffalo, NY	396	14	%
Hyatt Regency Cincinnati(4)(6)	Cincinnati, OH	486	20	%
Hyatt Regency Cleveland at The Arcade(4)	Cleveland, OH	293	50	%
Hyatt Regency Coconut Point Resort & Spa	Bonita Springs, FL	454	100	%

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Property(1)	Location	Rooms	Ownership(2)
Hyatt Regency Columbus(4)	Columbus, OH	631	23.6	%
Hyatt Regency Crown Center(3)	Kansas City, MO	733	—
Hyatt Regency Crystal City at Reagan National Airport	Arlington, VA	686	50	%
Hyatt Regency Tech Center	Denver, CO	451	100	%
Hyatt Regency DFW (4)	DFW Airport, TX	811	50	%
Hyatt Regency Grand Cypress(3)	Orlando, FL	750	—
Hyatt Regency Greenville	Greenville, SC	328	100	%
Hyatt Regency Greenwich	Old Greenwich, CT	373	100	%
Hyatt Regency Hill Country Resort and Spa(4)	San Antonio, TX	500	15.8	%
Hyatt Regency Huntington Beach Resort & Spa(4)	Huntington Beach, CA	517	40	%
Hyatt Regency Indianapolis	Indianapolis, IN	497	100	%
Hyatt Regency Jersey City on the Hudson(4)	Jersey City, NJ	350	50	%
Hyatt Regency Lake Tahoe Resort, Spa & Casino	Incline Village, NV	422	100	%
Hyatt Regency Long Beach(4)	Long Beach, CA	528	100	%
Hyatt Regency Lost Pines Resort and Spa	Lost Pines, TX	491	8.2	%
Hyatt Regency Louisville(4)(5)	Louisville, KY	393	49.9	%
Hyatt Regency Miami(4)	Miami, FL	612	100	%
Hyatt Regency Minneapolis	Minneapolis, MN	533	100	%
Hyatt Regency Monterey Resort & Spa on Del Monte Golf Course(4)	Monterey, CA	550	100	%
Hyatt Regency O’Hare	Rosemont, IL	1,096	100	%
Hyatt Regency Princeton(4)	Princeton, NJ	347	87.5	%
Hyatt Regency San Antonio	San Antonio, TX	632	100	%
Hyatt Regency San Francisco(3)	San Francisco, CA	802	—
Hyatt Regency Santa Clara(4)	Santa Clara, CA	501	100	%
Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch	Scottsdale, AZ	492	100	%
Hyatt Regency Vancouver	Vancouver, British Columbia, Canada	644	100	%
Hyatt Regency Waikiki Beach Resort and Spa(4)(8)	Honolulu, HI	1,229	10	%
Hyatt on Capitol Square(3)	Columbus, OH	400	—
Hyatt Deerfield	Deerfield, IL	301	100	%
Hyatt at Fisherman’s Wharf	San Francisco, CA	313	100	%
Hyatt Key West Resort and Spa	Key West, FL	118	100	%
Hyatt Lisle	Lisle, IL	316	50	%
Hyatt at Olive 8	Seattle, WA	346	50	%
Hyatt Rosemont(4)	Rosemont, IL	206	100	%
Europe, Africa and the Middle East:
Park Hyatt Baku	Baku, Azerbaijan	159	100	%
Park Hyatt Hamburg(3)	Hamburg, Germany	252	—
Park Hyatt Jeddah(4)	Jeddah, Saudi Arabia	142	8.4	%
Park Hyatt Milan	Milan, Italy	112	30	%
Park Hyatt Zurich(4)	Zurich, Switzerland	142	100	%
Park Hyatt Paris-Vendome	Paris, France	167	100	%
Andaz Liverpool Street(4)	London, England	267	100	%
Grand Hyatt Berlin(3)	Berlin, Germany	342	82	%

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Property(1)	Location	Rooms	Ownership(2)
Hyatt Regency Baku	Baku, Azerbaijan	182	100	%
Hyatt Regency Bishkek(4)	Bishkek, Kyrgyz Republic	178	87	%
Hyatt Regency Cologne(3)	Cologne, Germany	306	—
Hyatt Regency Mainz(3)	Mainz, Germany	268	—
Asia Pacific:
Grand Hyatt Bali	Bali, Indonesia	648	10	%
Grand Hyatt Mumbai	Mumbai, India	547	50	%
Grand Hyatt Seoul	Seoul, South Korea	601	100	%
Hyatt Regency Kyoto	Kyoto, Japan	189	20	%
Hyatt Regency Osaka(3)	Osaka, Japan	480	—
Bali Hyatt	Bali, Indonesia	386	10	%
Latin America:
Park Hyatt Mendoza, Hotel Casino & Spa	Mendoza, Argentina	186	50	%
Grand Hyatt São Paulo	São Paulo, Brazil	466	50	%
Select Service:
United States:
Hyatt Place Albuquerque Airport	Albuquerque, NM	127	100	%
Hyatt Place Atlanta/Alpharetta/Windward Parkway	Alpharetta, GA	127	100	%
Hyatt Place Atlanta/Buckhead(3)	Atlanta, GA	171	—
Hyatt Place Atlanta/Norcross/Peachtree	Norcross, GA	126	100	%
Hyatt Place Atlanta/Perimeter Center	Atlanta, GA	150	100	%
Hyatt Place Baltimore/Owings Mills	Owings Mills, MD	123	100	%
Hyatt Place Birmingham/Inverness	Birmingham, AL	126	100	%
Hyatt Place Boise/Towne Square	Boise, Idaho	127	100	%
Hyatt Place Charlotte Airport/Tyvola Road	Charlotte, NC	127	100	%
Hyatt Place Chicago/Hoffman Estates	Hoffman Estates, IL	126	100	%
Hyatt Place Chicago/Itasca	Itasca, IL	126	100	%
Hyatt Place Chicago/Lombard/Oak Brook	Lombard, IL	151	100	%
Hyatt Place Cincinnati – Northeast	Mason, Ohio	127	100	%
Hyatt Place Cincinnati Airport/Florence	Florence, KY	127	100	%
Hyatt Place Cleveland/Independence	Independence, OH	127	100	%
Hyatt Place Coconut Point	Estero, FL	108	50	%
Hyatt Place Columbia/Harbison	Irmo, SC	127	100	%
Hyatt Place Dallas/Arlington	Arlington, TX	127	100	%
Hyatt Place Dallas/Plano	Plano, TX	127	100	%
Hyatt Place Denver – South/Park Meadows	Lone Tree, CO	127	100	%
Hyatt Place Denver Airport	Aurora, CO	126	100	%
Hyatt Place Denver Tech Center	Englewood, CO	126	100	%
Hyatt Place Detroit/Auburn Hills	Auburn Hills, MI	127	100	%
Hyatt Place Detroit/Livonia	Livonia, MI	127	100	%
Hyatt Place Fair Lawn/Paramus	Fair Lawn, NJ	143	100	%
Hyatt Place Fort Worth Cityview	Fort Worth, TX	127	100	%
Hyatt Place Fort Worth/Hurst	Hurst, TX	127	100	%
Hyatt Place Fremont/Silicon Valley	Fremont, CA	151	100	%
Hyatt Place Gilbert	Gilbert, AZ	127	50	%
Hyatt Place Greensboro	Greensboro, NC	124	100	%
Hyatt Place Lakeland Center(4)	Lakeland, FL	127	100	%
Hyatt Place Louisville – East	Louisville, KY	121	100	%
Hyatt Place Memphis Primacy Parkway	Memphis, TN	126	100	%

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Property(1)	Location	Rooms	Ownership(2)
Hyatt Place Minneapolis/Eden Prairie	Eden Prairie, MN	126	100	%
Hyatt Place Mystic	Mystic, CT	79	100	%
Hyatt Place Nashville/Brentwood	Brentwood, TN	124	100	%
Hyatt Place Nashville/Opryland	Nashville, TN	123	100	%
Hyatt Place Oklahoma City Airport	Oklahoma City, OK	126	100	%
Hyatt Place Orlando Airport(4)	Orlando, FL	128	100	%
Hyatt Place Orlando/Convention Center(4)	Orlando, FL	149	100	%
Hyatt Place Orlando/Universal(4)	Orlando, FL	151	100	%
Hyatt Place Phoenix – North	Phoenix, AZ	127	100	%
Hyatt Place Pittsburgh Airport	Pittsburgh, PA	127	100	%
Hyatt Place Pittsburgh/Cranberry	Cranberry Township, PA	127	100	%
Hyatt Place Princeton	Princeton, NJ	122	100	%
Hyatt Place Raleigh – North	Raleigh, NC	127	100	%
Hyatt Place Richmond/Arboretum	Richmond, VA	127	100	%
Hyatt Place Sacramento/Rancho Cordova	Rancho Cordova, CA	127	100	%
Hyatt Place San Antonio – Northwest/Medical Center(4)	San Antonio, TX	126	100	%
Hyatt Place Scottsdale/Old Town	Scottsdale, AZ	127	100	%
Hyatt Place Secaucus/Meadowlands	Secaucus, NJ	159	100	%
Hyatt Place Tampa/Busch Gardens(4)	Tampa, FL	126	100	%
Hyatt Summerfield Suites Boston/Waltham	Waltham, MA	135	100	%
Hyatt Summerfield Suites Denver Tech Center	Englewood, CO	135	100	%
Hyatt Summerfield Suites Miami Airport	Miami, FL	156	100	%
Hyatt Summerfield Suites Parsippany/Whippany	Parsippany, NJ	135	100	%
Hyatt Summerfield Suites Morristown	Morristown, NJ	132	100	%

(1)	Does not include Hotel Mar Monte, Santa Barbara, CA, as this is not a Hyatt-branded property.

(2)	Unless otherwise indicated, ownership percentages include both the property and underlying land.

(3)	We account for the property as a capital or an operating lease.

(4)	Our ownership interest in the property is subject to a third-party ground lease on the land.

(5)	Title currently held by qualified intermediary for purposes of reverse 1031 exchange. Our ownership interest in the property is subject to air rights with a local municipality.

(6)

In June 2009, the lender received a successful bid for transfer of title to it (or its designee), pursuant to foreclosure proceedings; a court order confirming the sale and directing the sheriff to issue a deed transferring title to the hotel property to lender or its designee was entered on July 9, 2009. No appeals have been filed and no timely motions for a stay pending appeal have been filed. Issuance of the deed by the sheriff to lender or its designee is pending; however, once the deed is issued to lender or its designee we will no longer hold an equity interest in this hotel property.

(7)	We own a 49.9% interest in a partnership and in July 2009 exercised our option to acquire an additional 43.0% interest in this partnership which will bring our interest to 92.9%.

(8)	We own 10% in the entity that is the parent company of the operating lessor, and 500 nonparticipating preferred shares, having a 6% cumulative dividend and $1,000 per share liquidation preference in the entity that is the operating lessee.

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Corporate Headquarters and Divisional Offices

Our corporate headquarters are located at 71 South Wacker Drive, 12th Floor, Chicago, Illinois. These offices consist of approximately 196,131 square feet (net of subleased space). The lease for this property initially expires on February 29, 2020, with an option to renew and increase the rentable square feet. We also lease 74,067 square feet of office space at 200 West Monroe Street, Chicago, Illinois. The lease for this property initially expires on March 31, 2016 with an option to renew and increase the rentable square feet.

In addition to our corporate headquarters, we lease space for our divisional offices, service centers and sales offices in multiple locations, including Beijing and Hong Kong, People’s Republic of China; Dubai, United Arab Emirates; Gurgaon (NCR) and Mumbai, India; London, United Kingdom; Mainz, Germany; Marion, Illinois; Melbourne, Australia; Mexico City, Mexico; Moore, Oklahoma; Omaha, Nebraska; St. Petersburg, Florida; Tokyo, Japan; and Zurich, Switzerland.

We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.

Legal Proceedings

We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, workers’ compensation and other employee claims and claims related to our management of certain hotel properties. Most occurrences involving liability, claims of negligence and employees are covered by insurance with solvent insurance carriers. For those matters not covered by insurance, which includes commercial matters, we recognize a liability when we believe the loss is probable and reasonably estimable. We believe we have adequate reserves. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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MANAGEMENT

Executive Officers and Directors

Our executive officers and directors and their ages and positions as of June 30, 2009 are set forth below:


Name	Age	Position
Thomas J. Pritzker	59	Executive Chairman of the board of directors
Mark S. Hoplamazian	45	President, Chief Executive Officer and Director
Harmit J. Singh	46	Chief Financial Officer
Stephen G. Haggerty	41	Global Head of Real Estate and Development
Rakesh Sarna	52	Chief Operating Officer—International
H. Charles Floyd	49	Chief Operating Officer—North America
Robert W. K. Webb	53	Chief Human Resources Officer
Susan T. Smith	58	Senior Vice President, General Counsel, Secretary
John Wallis	56	Global Head of Marketing and Brand Strategy
Bernard W. Aronson	63	Director
Richard A. Friedman	51	Director
Susan D. Kronick	57	Director
Mackey J. McDonald	62	Director
John D. Nichols	78	Director
Gregory B. Penner	39	Director
Penny Pritzker	50	Director
Michael A. Rocca	64	Director
Byron D. Trott	50	Director
Richard C. Tuttle	53	Director

Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006. Mr. Pritzker is Chairman and Chief Executive Officer of The Pritzker Organization, LLC, the principal financial and investment advisor to various Pritzker family business interests, including Hyatt. Mr. Pritzker is Chairman of Marmon Holdings, Inc. and also serves as a Director of Royal Caribbean Cruises Ltd. and TransUnion Corp., a credit reporting service company. He is a founding member, Manager and Chairman of the board of managers of Bay City Capital LLC, a life sciences venture capital firm. Mr. Pritzker is a Director and Vice President of The Pritzker Foundation, a charitable foundation; Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and Chairman and President of The Hyatt Foundation, a charitable foundation which established The Pritzker Architecture Prize. Mr. Pritzker is a first cousin of Ms. Penny Pritzker, who is also a member of our board of directors.

Mark S. Hoplamazian has been a member of our board of directors since November 2006. He has served as our President and Chief Executive Officer since December 2006, as interim President from July 2006 to December 2006 and Vice President from August 2004 to December 2004. Mr. Hoplamazian is a Vice President of The Pritzker Organization, LLC (TPO), the principal financial and investment advisor to various Pritzker family business interests, including Hyatt. From April 2004 to August 2009, Mr. Hoplamazian served as President and Director of TPO and has served in various capacities with TPO and its predecessors since its formation in 1997, including managing its merchant banking and investment activities. Mr. Hoplamazian currently serves on the Board of Trustees of The Latin School of Chicago. He is a member of the Discovery Class of the Henry Crown Fellowship at the Aspen Institute.

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Harmit J. Singh has served as our Chief Financial Officer since August 2008. Mr. Singh leads the Company’s finance, accounting, treasury, strategic financial planning and analysis, tax, risk and information technology functions worldwide. Mr. Singh has over 25 years of financial experience in the travel, financial services, restaurant and hospitality industries. He joined Hyatt after spending 14 years at Yum! Brands, Inc., a restaurant company. Mr. Singh most recently served as Senior Vice President and Chief Financial Officer for Yum!, International from December 2005 to July 2008. Prior to this position, Mr. Singh served in several senior financial roles, including Senior Vice President and Chief Financial Officer for Pizza Hut—United States, Vice President Finance—Yum!, International, Chief Financial Officer—India and Chief Financial Officer—Asia. Prior to joining Yum! in 1994, Mr. Singh worked in various financial capacities for American Express India, a worldwide travel, financial and network services company. Mr. Singh serves on the board of directors of Avendra, LLC.

Stephen G. Haggerty has served as our Executive Vice President—Global Head of Real Estate and Development since June 2007. Mr. Haggerty has responsibility for our global development team, our global feasibility and development finance team, our global asset management team that oversees all of our owned hotel properties and development of hotels and vacation ownership properties in which we have ownership. Prior to joining us, Mr. Haggerty spent 13 years serving in several positions of increasing responsibility with Marriott International, Inc., a lodging company, most recently in London as Senior Vice President, International Project Finance and Asset Management for Europe, Africa and the Middle East from 2005 to 2007. Prior to this position, from 2003 to 2005, Mr. Haggerty served as Marriott’s Senior Vice President of Global Asset Management and Development Finance and previously lived in Asia for nine years holding a variety of roles relating to development at Marriott.

Rakesh Sarna has served as our Chief Operating Officer, International Operations since August 2007. Mr. Sarna has been with us since 1979. Mr. Sarna is responsible for management of our full service hotels and resorts outside of the United States, Canada and the Caribbean. Mr. Sarna is responsible for management of Park Hyatt and Andaz hotels on a global basis. He also oversees the operations of our Divisional offices in Zurich, Switzerland, Hong Kong, Dubai, UAE and Mexico City and oversees various corporate functions in Chicago, IL. Since June 2007, Mr. Sarna has served as the Chief Operating Officer for Hyatt International Corporation. From September 2006 to June 2007, he served as Senior Vice President of Operations for Hyatt International Corporation. Prior to that, from April 2001 to September 2006, Mr. Sarna served as our Vice President of Operations for Europe, Africa and the Middle East, and from September 1999 to April 2001 as Director of Operations for Europe, Africa and the Middle East. Prior to that, from January 1997 to April 2006, he served as regional director for South Asia. Mr. Sarna joined Hyatt in 1979 and has held a variety of senior management Food and Beverage positions and served as General Manager for Hyatt Regency Belgrade, Park Hyatt UN Plaza, New York and Hyatt Regency Macau.

H. Charles Floyd has served as our Chief Operating Officer, North America since August 2007. Mr. Floyd has been with us since 1981. Mr. Floyd is responsible for management of our full service hotels and resorts as well as Hyatt Place and Summerfield Suites brands in the United States, Canada and the Caribbean. In addition, he oversees Hyatt Vacation Ownership, Inc. (HVOI) and the Franchise Owner Relations Group, which supports both full service and select service and extended stay franchisees. He also oversees various corporate functions, including sales, human resources, product and design, rooms, food and beverage and engineering. Prior to assuming his current position, Mr. Floyd served in a number of senior positions at Hyatt, including Executive Vice President—North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles at Hyatt.

Robert W. K. Webb has served as our Chief Human Resources Officer since August 2007. Prior to joining Hyatt, Mr. Webb served as Head of Global Service Delivery for Citi Employee Services at Citigroup Inc., a global financial services company. During his 19-year tenure at Citigroup and two predecessor companies, Mr. Webb served as Chief Administrative Officer for a global business unit,

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and held several senior human resources roles in North America and international operations. Mr. Webb serves as a Director of Chicago Children’s Museum and Junior Achievement of Chicago.

Susan T. Smith has served as our Senior Vice President, General Counsel and Secretary since April 2005. She has been a licensed attorney since 1982. Prior to joining Hyatt, Ms. Smith served in a number of roles, including as Vice President, General Counsel and Secretary for First Health Group Corp., a publicly traded company that provided health benefit services to self-funded national employers. First Health was acquired by Coventry Health Care, Inc. in January 2005. Before joining First Health in 1992, she was a shareholder at Pryor, Carney & Johnson, PC, a Denver law firm.

John Wallis has served as our Global Head of Marketing and Brand Strategy since November 2008. Mr. Wallis’ career with Hyatt began in 1981. Prior to his current role, Mr. Wallis served as Senior Vice President, Product and Brand Development since August 2007. From 2004 through 2007, Mr. Wallis served as our Senior Vice President, Global Asset Management, where he was responsible for the management of more than 40 Hyatt-owned properties across North America, Latin America, Europe and Asia. He has also served in a variety of other management positions, including Senior Vice President—Global Asset Management, Senior Vice President—Product and Brand Development, Senior Vice President of Marketing and Sales, and Vice President of Marketing for Hyatt International Corporation, General Manager and Regional Vice President-Gulf States for Hyatt Regency Dubai, Executive Assistant Manager Food and Beverage for Hyatt Regency Kuwait, Hyatt Regency Fiji and Hyatt Kingsgate Sydney and various other food and beverage management positions.

Bernard W. Aronson has been a member of our board of directors since December 2004. Mr. Aronson is the founder and Managing Partner of ACON Investments, LLC, a private equity firm, and has served in this position since 1996. Prior to that, he served as International Advisor to Goldman, Sachs & Co.; he also served as Assistant Secretary of State for Inter-American Affairs. Mr. Aronson serves as a Director of Liz Claiborne, Inc., Royal Caribbean Cruises Ltd. and Mariner Energy Incorporated. Mr. Aronson is also a member of the Council on Foreign Relations.

Richard A. Friedman has been a member of our board of directors since June 2009. Mr. Friedman joined Goldman, Sachs & Co., a full-service global investment banking and securities firm, in 1981, and has been a Partner there since 1990. He has been a Managing Director at Goldman Sachs & Co. since 1996 and is the Head of the Merchant Banking Division of Goldman, Sachs & Co. Mr. Friedman is also the Chairman of the Corporate Investment Committee of the Merchant Banking Division and a Member of the Management Committee of The Goldman Sachs Group, Inc. Mr. Friedman is the Chairman of Yankees Entertainment and Sports Network, LLC (YES).

Susan D. Kronick has been a member of our board of directors since June 2009. Since February 2009, Ms. Kronick has served as the Vice Chair of Macy’s Inc., an operator of department stores; prior thereto she served as Vice Chair, Department Store Divisions of Macy’s Inc. since February 2003. Ms. Kronick served as Group President, Regional Department Stores of Macy’s Inc. from April 2001 to February 2003; and prior thereto she served as Chairman and Chief Executive Officer of Macy’s Florida from June 1997 to February 2003. Ms. Kronick also serves on the board of The Pepsi Bottling Group, Inc.

Mackey J. McDonald has been a member of our board of directors since June 2009. Mr. McDonald is the retired chairman and Chief Executive Officer of VF Corporation, an apparel manufacturer. Mr. McDonald served as Chairman and Chief Executive Officer of VF Corporation from 1998 until his retirement in August 2008. From 1996-2006, he was the President of VF Corporation; and prior thereto he served as VF Group Vice President. Mr. McDonald also serves on the board of Wells Fargo and Company.

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John D. Nichols has been a member of our board of directors since December 2006. From 2002 to 2005, Mr. Nichols served as President and Chief Executive Officer of Marmon Holdings, Inc., an international association of more than 125 manufacturing and service businesses. Mr. Nichols also served as the Chief Executive Officer and Chairman of Illinois Tool Works Inc., a worldwide manufacturer of engineered products and equipment. He joined Illinois Tool Works in 1980. Mr. Nichols serves as Vice Chairman of Marmon Holdings, Inc. and is a Director of TransUnion Corp.

Gregory B. Penner has been a member of our board of directors since August 2007. Mr. Penner has been a General Partner at Madrone Capital Partners, LLC, an investment management firm, since 2005. From 2002 to 2005, he was the Senior Vice President and Chief Financial Officer of Wal-Mart Japan, and he continues to serve as a Director of Wal-Mart Stores, Inc., Baidu, Inc. and Cuil Inc. In addition, Mr. Penner serves as a Director of 99Bill Corporation based in Shanghai, China. Prior to joining Wal-Mart, Mr. Penner was a General Partner at Peninsula Capital, an early stage venture capital fund and a financial analyst for Goldman, Sachs & Co.

Penny Pritzker has been a member of our board of directors since August 2004 and served on the board of directors of Hyatt Corporation and Hyatt International Corporation from 1999 to 2004. Ms. Pritzker is the Chairman of CC-Development Group, Inc., which operates Classic Residence by Hyatt, an owner and operator of upscale retirement communities throughout the United States; is Chairman and Chief Executive Officer of Classic Residence Management Limited Partnership, the manager of Classic Residence by Hyatt facilities; serves as President and Chief Executive Officer of Pritzker Realty Group, a real estate investment and advisory firm; is co-founder and Chairman of The Parking Spot, a near-airport parking company; serves as Chairman of TransUnion Corp., a credit reporting service company; is a Director and Vice President of The Pritzker Foundation, a charitable foundation; and served as National Finance Chair of Barack Obama’s presidential campaign. Ms. Pritzker is the first cousin of Mr. Thomas J. Pritzker, who is our executive chairman.

Michael A. Rocca has been a member of our board of directors since March 2008. From 1994 to 2000, Mr. Rocca served as Senior Vice President and Chief Financial Officer of Mallinckrodt Inc., a pharmaceutical and medical device manufacturer. Prior to 1994, Mr. Rocca served in a variety of capacities for Honeywell Inc., a diversified technology and manufacturing company. Mr. Rocca also serves as a Director of St. Jude Medical Inc. and Lawson Software, Inc.

Byron D. Trott has been a member of our board of directors since August 2007. He serves as Managing Partner and Chief Investment Officer of BDT Capital Partners Fund I, L.P. Prior thereto, Mr. Trott had been with Goldman, Sachs & Co. for over 25 years. Mr. Trott was the head of Goldman, Sachs & Co.’s Chicago office and Midwest Region from 1994 to April 2009 and had been Vice Chairman of Investment Banking for Goldman, Sachs & Co. for over 4 years. He was also a member of the Investment Committee of The Goldman, Sachs & Co.’s Principal Investment Area and Investment Banking Division’s Operating Committee. Mr. Trott currently is an Advisory Director of Enterprise Rent-A-Car Company.

Richard C. Tuttle has been a member of our board of directors since December 2004. Mr. Tuttle is a founding Principal at Prospect Partners, LLC, a lower-middle-market private equity firm, and has held this position since 1998. Prior to founding Prospect Partners, he was Executive Vice President of Corporate Development for Health Care & Retirement Corp, now Manor Care, Inc., a healthcare services company. He served as a Director of Manor Care until December 2007 and also served as a Director of Cable Design Technologies, now Belden Inc., for 17 years. Mr. Tuttle is Chairman of the boards of Velvac Holdings, Inc., ESI Lighting, Inc., Office Resources, Inc. and Tender Products Corporation and Polymer Holding Corporation.

Other than the relationships of Mr. Thomas J. Pritzker and Ms. Penny Pritzker as described above, there are no family relationships among any of our directors or executive officers. Each executive officer is elected or appointed by, and serves at the discretion of, our board of directors.

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Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of twelve members. Our certificate of incorporation requires that the size of our board of directors be not less than five nor more than 15 members, and that the size of the board be determined from time to time by the board of directors. Upon the completion of this offering, the board of directors will be divided into three classes, with each class serving for a staggered three-year term. The board of directors will initially consist of four class I directors, four class II directors and four class III directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the class I directors, class II directors and class III directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders held during the calendar years 2010, 2011 and 2012, respectively. While voting agreements entered into with or among our major stockholders are in effect, they may provide our board of directors with effective control over the election of directors. See “Risk Factors—Risks Related to Share Ownership and this Offering.” Directors can be removed from our board of directors only for cause. Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, can be filled only by a majority of remaining directors then in office.

Pursuant to a stockholders’ agreement among us and certain of our investors (referred to in this prospectus as the 2007 Stockholders’ Agreement), Madrone GHC and GS Capital Partners VI Parallel, L.P., an affiliate of Goldman, Sachs & Co., each has the right to designate, and our board of directors has appointed, one representative to the board. Mr. Penner has been appointed as Madrone GHC’s designee and Mr. Friedman has been appointed as GS Capital Partners VI Parallel, L.P.’s designee. The right of these investors to designate representatives for appointment to our board of directors terminates, and each designee is required to resign if we so request, immediately prior to the consummation of this offering. Although Mr. Penner and Mr. Friedman will no longer be appointed pursuant to a contractual right, they will continue to serve as directors following this offering.

Pursuant to our employment letter with Mr. Thomas J. Pritzker, we have agreed that so long as he is a member of our board of directors we will use our commercially reasonable efforts to appoint him as our executive chairman as long as he is willing and able to serve in that office. If he is not re-appointed as executive chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause.

Pursuant to our employment letter with Mr. Mark S. Hoplamazian, we have agreed that so long as he is the president and chief executive officer of Hyatt, we will use our commercially reasonable efforts to nominate him for re-election as a director prior to the end of his term. If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause.

Director Independence

Our board of directors has reviewed the relationships between each director and Hyatt, including the relationships described in “Certain Relationships and Related Party Transactions.” As a result of this review, our board of directors has determined that each of Messrs. Aronson, Friedman, McDonald, Rocca, Trott and Tuttle and Ms. Kronick and Ms. Pritzker is an “independent director” under applicable SEC rules and the listing standards of the New York Stock Exchange.

Committees of the Board of Directors

Upon completion of this offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will

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have the composition and responsibilities described below. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable. The composition of each committee will comply with the listing requirements and other rules of the NYSE.

Audit Committee

Upon completion of this offering, our audit committee will consist of Messrs. Rocca and Tuttle and Ms. Kronick, with Mr. Rocca serving as Chairman. Our board of directors has also determined that each of Messrs. Rocca and Tuttle and Ms. Kronick is independent within the meaning of applicable SEC rules and the listing standards of the NYSE, and has determined that Mr. Rocca is an audit committee financial expert, as such term is defined in the rules and regulations of the SEC. The audit committee has oversight responsibilities regarding:

the integrity of our financial statements and our financial reporting and disclosure practices;

the soundness of our system of internal controls regarding finance and accounting compliance;

the independent registered public accounting firm’s qualifications and independence;

the engagement of the independent registered public accounting firm;

the performance of our internal audit function and independent registered public accounting firm;

our compliance with legal and regulatory requirements in connection with the foregoing;

compliance with our Code of Business Conduct and Ethics; and

addressing requests for waivers of conflict of interest situations and addressing certain concerns related to accounting, internal accounting controls and auditing matters as provided in our Corporate Governance Guidelines.

Our board of directors has adopted a written charter for our audit committee, which will be available upon completion of this offering on our website at www.hyatt.com .

Compensation Committee

Our compensation committee consists of Messrs. McDonald, Aronson, Friedman and Ms. Pritzker, with Mr. McDonald serving as Chairman. Our board of directors has determined that each of Messrs. McDonald, Aronson and Friedman and Ms. Pritzker is independent within the meaning of the listing standards of the NYSE. The compensation committee is authorized to discharge the board’s responsibilities relating to:

the establishment, maintenance and administration of compensation and benefit policies designed to attract, motivate and retain personnel with the requisite skills and abilities to enable us to achieve superior operating results;

the goals, objectives and compensation of our President and Chief Executive Officer, including evaluating the performance of the President and Chief Executive Officer in light of those goals;

the compensation of our other executives and non-management directors; and

the issuance of an annual report on executive compensation for inclusion in our annual proxy statement, once required.

Our board of directors has adopted a written charter for our compensation committee, which will be available upon completion of this offering on our website at www.hyatt.com .

During 2008 the compensation committee relied upon information provided by Mercer Consulting in setting compensation for our named executive officers, as more thoroughly discussed below. Mercer Consulting was engaged by us and not by the compensation committee directly. Mercer Consulting

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was asked to provide us information and data regarding appropriate peer groups so that we could assess the competitiveness of our executive compensation package. Mercer Consulting was also asked to help us devise our total rewards compensation philosophy and advise management on current incentive compensation and executive benefit practices.

In making decisions about executive compensation, the compensation committee considered input from Mercer, our executive chairman, chief executive officer and chief human resources officer and our global head of total rewards. However, the compensation committee ultimately makes all compensation decisions regarding our executive officers, other than our executive Chairman, whose compensation is approved by the full board of directors.

The compensation committee may delegate its duties to a subcommittee under the terms of its charter. In addition, under the terms of our LTIP the compensation committee may delegate to other board members and to our officers the authority to make awards and to amend LTIP awards, except that it may not delegate the authority to make any awards to officers who are subject to Section 16 of the Exchange Act or to make awards to themselves. To date, the compensation committee has not delegated any of its authority under the LTIP.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Aronson, Trott and Tuttle, with Mr. Aronson serving as chairman. Our board of directors has determined that each of Messrs. Aronson, Trott and Tuttle is independent within the meaning of the listing standards of the NYSE. The nominating and corporate governance committee is authorized to:

assist the board in identifying individuals qualified to become board members and to recommend director nominees to the board;

recommend to the board and oversee a set of corporate governance guidelines;

recommend board committee nominees to the board;

review and make recommendations to the board concerning board committee structure, operations and board reporting; and

evaluate the board’s and management’s performance.

After completion of this offering, the committee will assist the board of directors in the selection of nominees for election as directors at each annual meeting of our stockholders and will establish policies and procedures regarding the consideration of director nominations from stockholders. Our board of directors has adopted a written charter for our nominating and governance committee, which will be available upon completion of this offering on our website at www.hyatt.com .

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. Any waiver of the provisions of the Code of Business Conduct and Ethics for executive officers and directors may be made only by the audit committee and, in the case of a waiver for members of the audit committee, by the board of directors. Any such waivers must be promptly disclosed to our stockholders. A copy of our Code of Business Conduct and Ethics will be available upon completion of this offering on our website at www.hyatt.com .

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

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Compensation of Directors

We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the board of directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level we require of members of our board of directors.

Retainers and Committee Fees

Our directors who are also our employees do not receive any additional compensation for their services as our directors. Accordingly, Mr. Thomas Pritzker and Mr. Nicholas J. Pritzker, a former officer and director, did not receive any compensation for services as directors in 2008. Members of the board of directors who are not our employees are entitled to receive annual cash retainers of $50,000 and stock compensation of $75,000. Directors may elect to receive their annual cash retainer in Class A common stock. For new non-employee directors, their annual stock compensation is pro rated based on the number of whole fiscal quarters served during the fiscal year. The annual cash and stock retainers are paid in arrears after the end of our fiscal year. Committee members and the chairman of each committee receive the following additional cash retainers:


	Committee Member Retainer		Committee Chairman Retainer
Audit Committee	$	9,000	$	25,000
Compensation Committee		3,000		12,000
Nominating and Corporate Governance Committee		3,000		6,000
Finance Committee		3,000		6,000

The chairman of a committee receives only the chairman retainer and does not also receive the committee member retainer. In addition, each non-employee director receives cash compensation of $1,200 for each committee meeting attended (in person or by telephone). All of our directors are reimbursed for reasonable expenses incurred in connection with attending board of director meetings and committee meetings and for attending corporate functions on our behalf.

Newly Elected Directors

In addition to the annual cash and stock compensation, each non-employee director upon joining the board receives $75,000 of our common stock provided they remain a director on the date that is thirteen months following their election as a director, either in the form of restricted stock or deferred stock as they may elect. The number of shares of our Class A common stock received is based on the value of the shares on the date the director is first elected to the board.

Directors Deferred Compensation Plan

Each non-employee director may elect to defer all or any portion of his or her annual cash and stock retainers under our Directors Deferred Compensation Plan. Once an election is made to defer a retainer, the decision may be revoked or changed only for subsequent calendar years. Under the Directors Deferred Compensation Plan, a director who elects to defer any of his or her annual cash retainer may elect to have such amount invested in a notional cash account, which is credited with interest quarterly at the prime rate, or in stock units equivalent to our common stock. Deferrals of annual stock retainers are invested in stock units equivalent to our common stock. Any retainers deferred into stock units are entitled to receive additional stock units equal to the amount of any dividends payable on the stock units held by the director. The director may also elect to receive payment for any such deferrals at either the date of the director’s departure from the board or on the last business day of March of the fifth year following the year in which such retainer was earned. Stock units are paid in shares of our Class A common stock from shares reserved for issuance under our LTIP.

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The following table provides information related to the compensation of our non-employee directors earned for 2008:


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Bernard W. Aronson	$	71,000	$	75,000	$	—	$	—	$	146,000
Norman R. Bobins(2)(3)		70,400		75,000		—		—		145,400
John D. Nichols		69,800		75,000		—		—		144,800
Gregory B. Penner(2)		69,800		150,000		—		—		219,800
Nicholas J. Pritzker(4)		182,000		—		300,000		89,655		571,655
Penny Pritzker(5)		66,800		—		—		—		66,800
Michael A. Rocca(6)		73,300		56,250		—		—		129,550
Byron D. Trott		65,600		150,000		—		—		215,600
Richard C. Tuttle		76,400		75,000		—		—		151,400

(1)

Amount reflects the total compensation expense for the year ended December 31, 2008, calculated in accordance with SFAS No. 123R for the stock or stock units received in payment of their annual and initial stock retainer of $75,000 each. The valuation assumptions used in determining such amounts are described in note 16 to our audited consolidated financial statements included in this prospectus.

(2)

Messrs. Bobins and Penner elected to receive their annual cash retainers of $50,000 in the form of our common stock. Messrs. Nichols and Tuttle deferred their annual cash retainer of $50,000 into restricted stock units under the Directors Deferred Compensation Plan. The number of shares of common stock or stock units received by each of these directors was based on a $13.00 per share valuation, resulting in 3,846 shares of common stock or stock units, as applicable, being issued.

(3)	Mr. Bobins retired from the board of directors effective June 2, 2009.

(4)

Mr. Nicholas J. Pritzker retired from the board of directors effective June 2, 2009. During 2008, Mr. Pritzker also served as an employee and, therefore, did not receive any compensation for services as a director. The compensation reflected above represents the amounts he received as an employee in 2008 as salary, non-equity incentive plan compensation and all other compensation. Mr. Pritzker did not receive any equity awards in 2008. The amount set forth under All Other Compensation represents amounts received from a holiday gift, $20,911 of above market interest earned on his non-qualified deferred compensation plans, auto allowance, parking, $12,000 employer contribution to his DCP (described below under “—Narrative to Summary Compensation Table”) (which amount is reimbursed to us by Mr. Pritzker) and a $38,993 contribution to a deferred contribution arrangement pursuant to which we are required to contribute 25% of his base salary each year, less the matching contribution we make to the 401(K) plan on his behalf, and a $6,507 match to the 401(k) plan. In addition, $5,300,532 was transferred to his DCP account upon termination of the SERP. See discussion below under the narrative to Pension Benefits Table, for a description of the SERP termination and calculation of the amount transferred into his DCP account.

(5)	Ms. Pritzker waived her right to receive the annual stock compensation of $75,000 for 2008.

(6)	Mr. Rocca was elected to the board of directors in March 2008 and, therefore, he received only three quarters of the annual cash and stock retainers for 2008. He received his initial stock retainer on April 11, 2009, 13 months following election to the board of directors.

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COMPENSATION DISCUSSION AND ANALYSIS

Our goal is to be the preferred brand for guests and owners and the preferred employer for employees. We believe that this goal is central to and best promotes long-term value creation for our stockholders. Our compensation philosophy is to provide an appropriate base of cash compensation and to align all incentive and long-term components of compensation to long-term value creation for our stockholders. We have focused on defining annual financial and non-financial goals around metrics that we believe support and promote enhancement of long-term brand value. We believe that this is the best way to align our total rewards with creation of long-term stockholder value. To attract, recruit, develop and engage the talent needed to deliver on this ambition, our compensation programs are designed to:

retain the employee capabilities required to achieve our goal and appropriately motivate employees through the alignment of total rewards with performance goals;

address the needs and preferences of employees as individuals and as members of high-performing teams;

be innovative and competitive, recognizing the ever changing dynamics of the labor market and acknowledging that, in attracting, retaining and developing talent globally we need to offer compelling employment opportunities; and

be cost effective and financially sustainable over time under varying business conditions.

To accomplish these goals our executive compensation program is based on a total rewards program, which provides:

compensation including forms of current cash and incentive compensation, as well as, long-term stock based compensation;

benefits, including retirement related, healthcare and other welfare programs;

work/lifestyle programs including paid-time off, vacation, specified number of free hotel stays and other programs that promote well-being; and

training and development.

Our total rewards program is designed to provide rewards for superior individual, team and organizational performance.

The following describes the compensation elements of our total rewards program for our “named executive officers” (NEOs), including our principal executive officer, principal financial officer and our three most highly compensated executive officers. In addition, we have included Mr. Rose who held the position of principal financial officer prior to leaving our employment on May 15, 2008.

Our NEOs for 2008 were:


Name		Position
Thomas J. Pritzker		Executive Chairman
Mark S. Hoplamazian		President & Chief Executive Officer
Harmit J. Singh		Chief Financial Officer
H. Charles Floyd		Chief Operating Officer—North America
Rakesh K. Sarna		Chief Operating Officer—International
Kirk A. Rose		Senior Vice President—Finance and Treasurer (Former) (Principal Financial Officer)

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Our compensation committee is responsible for establishing, maintaining and administering our compensation programs for our NEOs and other executives.

Role of the Outside Consultant

We retained Mercer as outside consultant to:

define a competitive total rewards compensation philosophy;

assess the competitiveness of our executive compensation program;

advise management on current incentive compensation and executive benefit practices; and

assist with the preparation of this Compensation Discussion and Analysis.

Mercer consultants also work with our human resources personnel on our plan design for retirement, international benefits and manager incentives, as well as the administration of our plans.

Role of Executive Officers

In making decisions about executive compensation, the compensation committee invites our executive chairman, our president and chief executive officer, our chief human resources officer and our global head of total rewards to present at the committee meetings various compensation proposals and to answer any questions the committee may have. With respect to the compensation of our chief executive officer, the compensation committee meets in executive session with the executive chairman and our chief human resources officer present.

Market Data

In 2007, we asked Mercer to assess the market competitiveness of our NEOs’ annual cash and long-term incentives. In doing so, Mercer used several survey sources, and where data for comparable positions was available in the hospitality/restaurant or lodging industry they provided such data. If no such data was available in the hospitality/restaurant or lodging industry, then general industry survey data was used. Representative companies included in the surveys included the following:



Accor North America, Inc.	Darden Restaurants Inc	Mandalay Resort Group
Applebee’s International, Inc.	Delaware North Companies, Inc	Marriott International
Arby’s Restaurant Group	Denny’s Corporation	Papa John’s International, Inc.
Bob Evans Farms, Inc.	Domino’s Pizza	Royal Caribbean Cruises Ltd
Boston Market Corporation	Dunkin’ Brands, Inc.	Starbucks Coffee Company
Brinker International	Friendly Ice Cream Corporation	Starwood Hotels & Resorts
Buffets, Inc.	Harrah’s Entertainment, Inc.	Starwood Vacation Ownership
Burger King Corporation	Hilton Hotels Corporation	Subway Franchisee Advertising Fund Trust
California Pizza Kitchen	Host Marriott Corp	Treasure Island Resort & Casino
Cbrl Group	Intercontinental Hotels Group-America	Wendy’s International, Inc.
Choice Hotels International, Inc.	International Dairy Queen, Inc.	Yum! Brands, Inc.
Cke Restaurants Inc.	Kohler Company—Hospitality & Real Estate Group	Wyndham Worldwide Corp
Compass Group USA	Loews Corporation – Loews Hotels

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For 2008 we set our base salaries, annual incentive targets and long-term incentives by reference to this review of market competitiveness, although we did not benchmark or target our NEOs’ pay to any particular percentile or level. Rather we used the data obtained from this review merely as one of the reference points for determining how our NEOs’ compensation compared to market levels.

Different Arrangements for Certain NEOs

Mr. Pritzker is subject to a different compensation program than the other NEOs. His compensation program is discussed separately below, under “—Executive Chairman Compensation .” We also agreed to some different compensation arrangements for Mr. Singh in connection with his recruitment and hiring in August 2008. These differences are included in the discussion of the other NEO compensation below and were determined by the compensation committee to be necessary in order to attract Mr. Singh. Finally, because Mr. Rose was employed for only part of the year and received severance upon his termination, his compensation is discussed separately below under “—Kirk Rose Separation.”

Key Elements of Total Rewards in 2008

Our total rewards programs include fixed and variable compensation as well as other benefits. We provide the following compensation elements to our NEOs:


Compensation Element	Purpose	Description
Base Salary	Fixed component of pay that fairly compensates the individual based upon level of responsibilities	Fixed cash payments

Annual Performance-Based Incentive	Align compensation with performance at the enterprise and business segment level	Variable annual cash award

Long-Term Incentives	Reward for creating long-term stockholder value and provide alignment with stockholders	Equity instruments including stock appreciation rights and restricted stock units

Benefits	Retirement, health and other benefits that provide comprehensive long-term financial security to a globally mobile workforce, enable us to maintain a healthy and productive workforce and attract and retain employees	401(k) plan, deferred compensation programs with matching and retirement contributions, health, life and disability insurance as well as certain perquisites

Base Salary

Salaries for our NEOs are reviewed annually. Our NEOs’ salaries for 2008 reflected several factors including time in the role, market levels and the desire to provide an appropriate base by which their overall total rewards level is set and measured. Mr. Hoplamazian’s base salary was not changed for 2008. Mr. Floyd’s salary was increased by 3.8% and Mr. Sarna’s salary was increased by 5.6% in 2008 based on our assessment of market practices and performance. Mr. Sarna’s increase was also consistent with his position and responsibilities, to which he was promoted in 2007.

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Annual Incentive

Our annual incentive plan provides at-risk compensation designed to reward executives for achievement of operating results over a one-year period. Incentives are based on both financial and non-financial metrics that are intended to balance overall focus on corporate financial performance, business unit financial performance and strategic initiatives that will strengthen our competitive position. Our annual incentive plan also includes a discretionary element that provides flexibility in assessing how our executives are meeting the needs of our business.

For 2008 the financial measure focused on attainment of a target level “Performance EBITDA.” Performance EBITDA is similar to the computation of Adjusted EBITDA discussed earlier under “Adjusted EBITDA.” We used Performance EBITDA in 2008 for both our corporate and segment financial goals because we believed it was the measure that most highly correlated with long-term stockholder value at that time. See “—Compensation Going Forward” for refinement of the compensation measures used in 2009. The non-financial metrics are designed to align compensation with achievement in areas that build brand value over time.

Target and maximum incentive opportunities are determined based on references to market data and the individual’s role in the organization. No minimum threshold is established for an incentive. For 2008 performance, the target and maximum annual incentive opportunities as a percentage of base salary for each NEO who participated in our annual incentive plan were as follows:


Position	Target		Maximum
Mark S. Hoplamazian	150	%	300	%
Harmit J. Singh	80	%	120	%
Rakesh K. Sarna	80	%	120	%
H. Charles Floyd	80	%	120	%

For 2008, Mr. Hoplamazian’s annual incentive was determined based on our corporate Performance EBITDA, and other qualitative goals established by the compensation committee, relating to strategic (long range planning and branding), organizational (staffing), financial (capital usage/planning) and personal developmental goals. His annual incentive was weighted 37.5% on corporate Performance EBITDA, 37.5% on qualitative goals and 25% discretionary. None of the qualitative goals had specific targets, nor did they have a specific weighting. Accordingly, whether or not the qualitative goals were met was determined in the discretion of the compensation committee based on input from our executive chairman. The compensation committee awarded him 29% of the 37.5% on the qualitative goals and a full 25% discretionary bonus for 2008.

The annual incentives of Messrs. Sarna and Floyd were weighted 30% on achievement of the Performance EBITDA goal, 30% based on segment financial goals for their areas of responsibility and 40% based on achievement of non-financial metrics relating to guest satisfaction, employee engagement and strategic initiatives, which are designed to strengthen our competitive position.

Given the emergence of a challenging economic environment, we did not achieve the corporate Performance EBITDA goal of $746,021,000 for 2008. Consequently, our NEOs forfeited this aspect of their incentive compensation.

The segment financial goals for 2008 for Messrs. Sarna and Floyd related to relative market performance, revenues, hotel-level profit and segment Performance EBITDA, with the greatest weighting on segment Performance EBITDA. Mr. Floyd’s financial goals also included fee growth. The targets were set according to our business plans and were intended to be achievable, but not without effort. Due to the challenging international hotel markets in 2008, Mr. Sarna did not achieve any of his segment’s financial goals and therefore received no payout under the annual incentive plan for that portion. Mr. Floyd met or exceeded certain relative market performance levels, resulting in a 6.67% payout under his segment financial goals of the 30% available.

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The non-financial goals for Messrs. Sarna and Floyd were qualitative in nature and did not have measurable targets. Mr. Sarna’s non-financial goals related to staff development and leadership. Mr. Floyd’s non-financial goals related to guest and meeting planner satisfaction, contribution toward sub-branding, owner relations and leadership. The compensation committee, based on input from Mr. Hoplamazian, determined in their discretion whether or not Messrs. Sarna and Floyd met their non-financial goals for 2008. For 2008, Mr. Sarna was determined to have met all his non-financial goals, resulting in full 40% payout under that metric. Mr. Floyd was determined to have met a majority of his non-financial goals, resulting in a payout of 38% of the 40% available.

The actual annual incentive compensation earned for 2008 performance expressed as a percentage of base salary for each NEO who participated in the annual incentive plan was as follows:


Name		Actual
Mark S. Hoplamazian		81% of salary (54% of target)
Rakesh. K. Sarna		34% of salary (43% of target)
H. Charles Floyd		39% of salary (49% of target)

Mr. Singh was not part of the annual incentive plan for 2008, as he did not join us until August. In connection with his hiring, Mr. Singh was instead guaranteed a minimum bonus of $200,000 for 2008. In addition, he received a new-hire bonus of $1,080,000 as replacement of short and long-term incentive amounts that he forfeited upon leaving his prior employer.

Long-Term Incentive

In 2008, we used equity in the form of stock appreciation rights (SARs) and restricted stock units (RSUs) granted under our LTIP as the means of providing long-term incentives to our executives. These annual incentives were granted after our share value for the prior fiscal year had been determined and are designed to:

drive and reward performance over an extended period of time to promote creation of long-term value for our stockholders;

create strong alignment with the long-term interests of our stockholders;

assist in retaining highly qualified executives; and

contribute to competitive total rewards.

SARs are designed to deliver value to executives only if our share price increases over the share value at the time of grant. Each vested SAR gives the holder the right to receive the excess of the value of one share of our common stock at the exercise date over the value of one share of our common stock at the date of grant. Generally, SARs vest annually over four years (25% per year) and are settled by delivery of our common shares.

RSUs were granted to align the interests of our NEOs with our stockholders, to reward performance and to promote retention of our executives by providing equity compensation regardless of our share price. RSUs were first granted to executives (other than our CEO) in 2008 upon the recommendation of Mercer in light of the fact that the lodging industry is cyclical and, therefore, the volatility of the value of an RSU would be lower than the volatility of the value of a SAR. RSUs, accordingly, were intended to create a sense of ownership and to better align executives’ interests with our stockholders’. Generally, RSUs vest equally over four years (25% per year) and are settled by delivery of shares of our common stock. In addition to regular RSU grants, a special RSU grant was made in 2008 with greater back weighting on vesting at 10% in 2009, 25% in 2010, 25% in 2011 and 40% in 2012. Also, if we terminate an executive, other than for detrimental conduct (as described under “—Potential Payments on Termination or Change in Control” below), the executive will be treated as being employed through the next vesting date following termination. This special RSU grant

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was designed to have a higher retention aspect than the regular RSU grant. Shares of our common stock are deliverable in settlement of vested RSUs granted in 2008 on the earlier of (a) May 1, 2012, (b) termination of employment, or (c) a change in control.

In determining the value of long-term incentive grants, we considered the market data, the individual’s potential contribution to our success and the relationship between each NEO’s short-term and long-term compensation. In 2008, the compensation committee determined annual awards to NEOs would consist of one-third RSUs and two-thirds SARs. The target value (as a percent of base salary) for the annual long-term incentive grants for the NEOs other than Mr. Hoplamazian for 2008 was 150% of base salary. The allocation of grants between RSUs and SARs, and the target value was established based upon the recommendation of Mercer, as reviewed by the chief human resources officer, and approved by the compensation committee. Such recommendations were based on Mercer’s review of market practices and our first use of RSUs as a long-term incentive component.

Under the terms of his 2006 employment agreement, Mr. Hoplamazian received an initial grant of 210,000 RSUs in 2006 (which were granted outside of our LTIP) and 850,000 SARs under the LTIP in 2007, and as a result he was not considered eligible for additional annual grants during the term of that agreement. However, a portion of Mr. Hoplamazian’s annual incentive award earned for 2007, but payable in 2008, was paid in the form of RSUs, granted under the LTIP.

In connection with his hiring in August 2008, Mr. Singh received a special grant of 25,000 RSUs, which follow the terms of the special RSU grants described above, except his special RSUs settle and become payable upon the earlier of (a) August 31, 2012, (b) termination of employment, or (c) a change in control. Mr. Singh also received an additional 15,670 RSUs which vest 10% each year over ten years and are payable upon the earlier of (a) August 31, 2018, (b) termination of employment, or (c) a change in control. Mr. Singh’s RSU grants were designed to replace value of compensation that he forfeited by leaving his prior employer in order to join us. In connection with his 25,000 RSU grant Mr. Singh also agreed to a two-year post termination non-solicitation of employees and one-year non-competition covenant.

Employee Benefits

Our NEOs are eligible to receive employee benefits similar to all other salaried employees, such as participation in our 401(k) plan, with matching contributions, and health, life and disability plans. In addition, as described in more detail under “—Narrative to Summary Compensation Table,” we provide certain additional retirement and deferred compensation benefits to our NEOs, as well as certain perquisites. These additional employee benefits and perquisites make up the benefits/work/lifestyle portion of our total rewards package and allow us to compete in attracting and retaining executives.

In October of 2008, we merged our non-qualified supplemental defined benefit retirement plans into our non-qualified defined contribution plans. We had two such plans, one for North American executives, the Hyatt Corporation Supplemental Executive Retirement Plan (SERP), and one for international executives, the Hyatt International Hotels Supplemental Retirement Plan (SRP). Both the SERP and the SRP were defined benefit plans providing additional retirement benefits if the officer retired after age 55 and completed 10 years of continuous employment. We accomplished the termination of the SERP and SRP by transferring the present value of the participants’ benefits (based on current compensation levels, years of service and offsets) to our non-qualified defined contribution retirement plans as described below. The SERP and SRP were merged in order to simplify our employee benefit plan structure by moving towards defined contribution benefits which have more predictable funding requirements and are less expensive to administer than defined benefit arrangements. Messrs. Pritzker and Floyd participated in the SERP and Mr. Sarna participated in the SRP.

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We agreed to pay Mr. Singh’s relocation expenses to Chicago. In addition to normal moving and other relocation expenses, we guaranteed the value of the sale of Mr. Singh’s house based on a negotiated value per square foot. Due to market conditions the house did not sell for that negotiated value. Accordingly, we have included in his compensation in the “All Other Compensation” column of the Summary Compensation Table the difference between the negotiated value and the actual sale price received, plus other expenses we incurred in connection with the sale of his house.

Tax Deductibility, Accounting Considerations and Risk Considerations

We consider tax and accounting implications in designing our executive compensation programs and attempt to maximize the tax deductibility to us, while minimizing the tax consequences to our executives. As a private company, we have not been subject to the same limitations on tax-deductible compensation as are applicable to public companies. In addition, our total rewards philosophy is designed to insure levels of risk that correlate directly to our and our stockholders’ long-term financial interests, without encouraging strategies and risk that threaten the sustainability of the organization.

Executive Chairman Compensation

Mr. Pritzker’s compensation in 2008 was set by our board based on the recommendation of our principal stockholders. Accordingly, his compensation was not subject to the same total rewards programs as our other named executive officers.

Mr. Pritzker’s compensation for 2008 consisted of the following items:

annual base salary;

discretionary annual bonus;

benefits and perquisites made available to our other senior executives; however, Mr. Pritzker reimburses us for the contributions we make on his account to our Deferred Compensation Plan;

contributions to a non-qualified deferred compensation account for Mr. Pritzker equal to 25% of his base salary, reduced by the amount of our matching contribution to his account under our 401(k) plan, with interest on such account at the short term applicable federal rate set by the IRS (TJP Plan); and

personal use of our aircraft for which Mr. Pritzker reimburses us at the Standard Industrial Fare Level (SIFL) rate for the first thirty-three hours of his use each year and for any hours over thirty-three at the lesser of (i) the product of the applicable flight time multiplied by the “Direct Cost Rate” published annually by Conklin & de Decker for operating an equivalent aircraft, or (ii) two times the hourly fuel cost of the flight. In no event does the amount reimbursed by Mr. Pritzker for a flight ever exceed the amount authorized by Federal Aviation Regulation Part 91.501(d)(1)-(10).

Mr. Pritzker has not previously received any equity compensation from us.

Kirk Rose Separation

In connection with his termination of employment in May 2008, we entered into a separation agreement with Mr. Rose. In exchange for a general release of claims, his agreement to cooperate with us with respect to certain matters and six month non-compete and non-solicitation covenants, he received, in addition to accrued and unpaid compensation, the following:

a pro rated bonus for 2008 in the amount of $107,000, and

severance in the amount of $1,400,000.

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Mr. Rose also agreed to terminate all SARs he then held in exchange for a right to payment in 2009 based on the spread between the base price and our share value as of December 31, 2008, for 50% of the SARs granted to him in 2006 (103,125 SARs) and 25% of the SARs granted in 2007 (12,750 SARs). Our share price as of December 31, 2008 was lower than the base price of both Mr. Rose’s 2006 and 2007 SARs and therefore he received no additional payments.

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2008 Summary Compensation Table


Name and Principal Position	Fiscal Year	Salary		Bonus(1)		Stock Awards(2)		Option Awards(2)		Non Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)		All Other Compensation(4)		Total
Thomas J. Pritzker Executive Chairman	2008	$	535,000	$	1,400,000	$	—	$	—	$	—	$	—	$	306,286	$	2,241,286

Mark S. Hoplamazian President and Chief Executive Officer ( Principal Executive Officer)	2008		1,000,000		810,000		2,282,175		2,569,125		—		—		38,955		6,700,255

Harmit J. Singh Executive Vice President & Chief Financial Officer ( Principal Financial Officer )	2008		227,404		1,280,000		69,934		—		—		—		407,242		1,984,580

Rakesh K. Sarna Executive Vice President & COO International Operations	2008		575,833		14,080		545,395		324,282		185,920		—		169,987		1,815,497

H. Charles Floyd Executive Vice President & COO North American Operations	2008		577,500		16,646		538,784		628,089		209,354		—		92,311		2,062,684

Kirk A. Rose Former Principal Financial Officer	2008		233,774		107,000		—		481,549		—		—		1,417,192		2,239,515

(1)

Except for Messrs. Singh and Rose the amounts in this column represent the portion of the NEO’s annual incentive which was discretionary or otherwise related to satisfaction of subjective qualitative goals. For Mr. Singh this column reflects his signing bonus of $1,080,000 and his guaranteed bonus of $200,000. For Mr. Rose, this column reflects a pro rata target bonus of $107,000 per his separation agreement.

(2)

Represents the aggregate expense recognized for the year ending December 31, 2008 for financial statement reporting purposes, disregarding forfeitures related to vesting conditions, in accordance with SFAS No. 123R, Share-Based Payment for RSU and SARs granted in 2008 and prior years for which we continue to recognize expense. The assumptions used in calculating the grant date fair values are set forth in note 16 to our audited consolidated financial statements included in this prospectus.

(3)

Due to merger of the SERP and SRP in 2008, $6,658,377, $1,960,599 and $1,095,349 of pension value for Messrs. Pritzker, Sarna and Floyd, respectively was transferred to nonqualified defined contribution plans as described in more detail in “—Narrative to Pension Benefits Table” below. Upon such transfer Messrs. Pritzker, Sarna and Floyd no longer had any rights under a defined benefit pension plan.

(4)	All other compensation includes:

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Name	Executive Dining Room Usage		Car Allowance and Parking		Holiday Gifts(a)		Relocation(b)		Personal Use of Aircraft(c)		Tax Grossups(d)		401(k) Match
Thomas J. Pritzker	$	2,493	$	11,219	$	1,750	$	—	$	123,511	$	—	$	9,200
Mark S. Hoplamazian		2,493		25,104		1,150		—		—		—		9,200
Harmit J. Singh		1,039		6,375		—		330,566		—		69,216		—
Rakesh K. Sarna		2,493		15,300		1,750		—		—		40,296		—
H. Charles Floyd		2,493		15,300		1,750		—		—		22,512		9,200
Kirk A. Rose		1,247		5,575		—		—		—		—		—


Name	Contributions to DCP, Field Retirement Plan and TJP Plan			Executive Physical		Life Insurance Premiums		Above Market Earnings on Deferred Compensation		Payments in regard to Termination of Employment(f)		Total
Thomas J. Pritzker	$	136,500	(e)	$	—	$	1,008	$	20,605		$—	306,286
Mark S. Hoplamazian		—			—		1,008		—		—	38,955
Harmit J. Singh		—			—		46		—		—	407,242
Rakesh K. Sarna		104,441			—		3,480		2,227		—	169,987
H. Charles Floyd		12,000			1,169		1,008		26,879		—	92,311
Kirk A. Rose		—			—		248		10,122		1,400,000	1,417,192

(a)

Holiday gifts were discontinued after 2008.

(b)

Represents moving expenses paid in connection with Mr. Singh’s relocation to Chicago, including the difference between the value guaranteed by us for Mr. Singh’s house and the value received on the sale, and other costs incurred by us in connection with the sale of Mr. Singh’s house.

(c)

Includes landing fees, crew expenses, catering, hangar/parking, fuel (based on the average yearly fuel costs incurred per hour flown) and additional hourly engine maintenance/ insurance policy cost for personal use of our aircraft less the amount Mr. Pritzker reimbursed us for his personal usage under the terms of his employment agreement.

(d)

Gross up for Messrs. Sarna and Floyd was for FICA taxes due under non-qualified retirement plans upon transfer of amounts from SRP and SERP, respectively. Mr. Singh was grossed up for taxes incurred in connection with his relocation to Chicago.

(e)

Represents a contribution to TJP Plan of $124,500, plus DCP match equal to $12,000. However, Mr. Pritzker reimburses us for the matching contribution to the DCP.

(f)

Mr. Rose’s employment terminated on May 15, 2008 and pursuant to his separation agreement he received $1,400,000 in severance.

Narrative to Summary Compensation Table

As part of our total rewards program, we offer the following employee benefits plans and perquisites:

Retirement Programs

In addition to our 401(k) plan that is available to employees generally, our NEOs participate in the Deferred Compensation Plan (DCP) or the Hyatt International Hotels Retirement Plan (Field Retirement Plan), which are both non-qualified defined contribution plans. As described under “—Executive Chairman Compensation,” we also contribute 25% of Mr. Pritzker’s base salary, reduced by any matching contribution to his account under our 401(k) plan, to a deferred compensation plan on his behalf.

401(k)

Our 401(k) plan is an on-going, tax-qualified “401(k)” plan that matches 100% on the first 3% an employee contributes and 50% on the next 2% an employee contributes for a total match of 4% of an employee’s compensation up to the IRS limits for tax qualified plans.

Deferred Compensation Plan

The DCP allows executives to defer all or any portion of their base salary and annual incentive. We will match NEOs’ deferrals dollar for dollar up to $12,000 annually. Executives can select among various investment options and are eligible to receive their account balances when they terminate employment.

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Field Retirement Plan

Our international executives are eligible for the Field Retirement Plan, pursuant to which we contribute a percentage of their salary each year. The amount of contribution depends upon the employee’s age and years of service or benefit level corresponding with their position. Mr. Sarna is the only NEO who participates in the Field Retirement Plan and he receives contributions equal to 16% of his salary. These contributions vest 25% per year after 2 years, with full vesting after 5 years. Based on his service, Mr. Sarna is fully vested in all contributions. In addition, Mr. Sarna, as part of SRP merger agreed to receive 50% of the normal scale for his contributions beginning in 2009. Executives can also voluntarily contribute to the Field Retirement Plan. Executives voluntary contributions are fully vested. All contributions are held in an account for the participant, which is invested in various investments selected by us.

Perquisites

We offer limited perquisites to our executives which we believe are reasonable and consistent with our total rewards program and our intention to attract and retain key executives. Perquisites that are provided include:

limited use of Hyatt Hotel properties;

personal financial planning;

automobile allowance;

executive physical;

corporate dining room use;

parking; and

holiday gifts (terminated after 2008).

Employment Agreements

In 2006, when Mr. Hoplamazian became our CEO, we entered into an employment agreement with him, which was applicable in determining his compensation for 2008. We also entered into a letter agreement with Mr. Singh at the time of his hiring in June 2008.

Mr. Hoplamazian’s Employment Agreement

Under the terms of his 2006 employment agreement Mr. Hoplamazian was entitled to the following:

annual base salary of $1,000,000;

annual target bonus equal to 150% of base salary with a maximum equal to 300%;

a SAR grant of 850,000 shares of our common stock, which vest 25% annually over four years with the first vest occurring on December 18, 2007;

a RSU grant with respect to 210,000 shares, which vests over three years and the shares are delivered on December 21, 2009;

participation in our employee benefit programs and perquisites including lease of an automobile, parking space at corporate office, corporate dining room privileges, annual comprehensive physical examination and reimbursement for up to $600 in financial planning services every three years; and

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severance if his employment were terminated by us without cause or by him for good reason prior to a change in control, or by us for any reason within twelve months following a change in control or in contemplation of a change in control, equal to:

one year base salary;

target annual incentive for year of termination multiplied by the percentage payout of his annual incentive in the prior year;

pro rata annual incentive for year of termination equal to his target for such year multiplied by the percentage payout of his annual incentive for the prior year; and

full vesting of his SARs and RSUs granted in 2006.

Mr. Hoplamazian’s right to such severance was conditioned upon execution of a general release of claims and compliance with two-year non-competition and non-solicitation covenants.

For this purpose “cause” meant Mr. Hoplamazian’s:

engagement in gross negligence or willful misconduct in the performance of his material duties and responsibilities;

material breach of his employment agreement; or

admission to the board of directors of his commission of, or a conviction of or plea of guilty or no contest to a felony.

For this purpose “good reason” meant if we, without Mr. Hoplamazian’s consent:

changed his title, position or lines of reporting responsibility;

made any other material adverse change in the nature or status of his duties, authority or responsibilities;

failed to pay him any salary, bonus, SAR, RSU or other compensation, benefits or perquisites specified in his employment agreement; or

required his relocation outside of the Chicago metropolitan area.

Mr. Singh’s Letter Agreement

Under the terms of his letter agreement Mr. Singh is entitled to the following compensation and benefits:

annual base salary of $550,000 on an annualized basis;

annual target bonus of 80% of base salary with $200,000 guaranteed for 2008;

25,000 RSU grant (as described under “—Long-Term Incentive”);

15,670 RSU grant (as described under “—Long-Term Incentive”);

a signing bonus of $1,080,000;

participation in our normal benefit plans, the DCP, as well as an $800 monthly automobile allowance, monthly parking and corporate dining room privileges; and

severance should his employment be terminated by us without “cause” (as defined below) or by him for “good reason.” Such severance will be in accordance with our severance policy for senior executives. However, if his termination is prior to August 4, 2011 such severance shall not be less than $2,000,000 and if after August 4, 2011, his severance shall not be less than $1,000,000. In all cases he would also receive one year of continued medical benefits and vest in the next tranche of his special grant of 25,000 RSUs.

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For this purpose “cause” shall mean Mr. Singh’s;

engagement in gross negligence or willful misconduct in the performance of his material duties or responsibilities;

failure after written notice to perform his material duties or his material breach of any agreement relating to his employment, if such failure or breach remains uncured for 14 days after notice; or

conviction or no contest plea to a felony.

For this purpose “good reason” means if we, without his consent;

change his title, position or lines of direct reporting responsibility;

materially and adversely change his duties or responsibilities;

fail to pay or provide him with any base salary bonus or other compensation or benefits specified in the letter agreement; or

relocate his primary office more than 50 miles from our current Chicago headquarters.

Mr. Singh is also subject to our standard covenant regarding confidential information, intellectual property, non-solicitation and non-disparagement, pursuant to which he has agreed not to disclose our confidential business information, and not to solicit our employees for a period of one year following his termination of employment for any reason.

Grants of Plan-based Awards in Fiscal Year 2008


Name	Grant Date	Estimated Future Payouts Under Non Equity Incentive Plan Awards						All Other Stock Awards: Number of shares of stock or Units(#)(1)	All other Option Awards: Number of Securities Underlying Options(#)	Exercise or Base Price of Option Awards ($)(1)		Grant Date Fair Value of Stock and Options Awards ($)(2)
		Threshold($)		Target($)		Maximum($)
Mark S. Hoplamazian
				$	1,500,000	$	3,000,000
Restricted Stock Units	5/2/2008							17,000				$	494,530

Harmit J. Singh
		200,000	(3)		440,000		660,000
Restricted Stock Units	9/10/2008							15,670					455,840
Special Restricted Stock Units	9/10/2008							25,000					727,250

Rakesh K. Sarna
					464,800		697,200
Stock Appreciation Rights	5/2/2008								49,850	$	29.09		648,050
Restricted Stock Units	5/2/2008							9,500					276,355
Special Restricted Stock Units	5/2/2008							100,000					2,909,000

H. Charles Floyd
					464,800		697,200
Stock Appreciation Rights	5/2/2008								43,350	$	29.09		563,550
Restricted Stock Units	5/2/2008							8,250					239,993
Special Restricted Stock Units	5/2/2008							100,000					2,909,000

(1)	Equals the fair market value of our shares on the grant date as determined by the compensation committee under the LTIP.

(2)	Represents the SFAS No. 123R grant date fair value based on the assumptions described in note 16 to our audited consolidated financial statements included in this prospectus.

(3)	Mr. Singh was guaranteed a bonus in connection with his offer of employment.

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Outstanding Equity at 2008 Fiscal Year End


Name	Grant Date	Number of Securities Underlying Unexercised (#) SAR Exercisable	Number of Securities Underlying Unexercised (#) SAR Unexercisable(1)	SAR Exercise Price ($)		SAR Expiration Date	Number of RSUs Not Vested (2)(#)	Market Value of RSUs that have not Vested ($)(3)
Mark S. Hoplamazian	5/2/2008						17,000	$	494,530
	7/1/2007	425,000	425,000	$	31.40	7/1/2017
	12/18/2006						70,000		2,036,300

Harmit J. Singh	9/10/2008						40,670		1,183,090

Rakesh K. Sarna	5/2/2008						109,500		3,185,355
	5/2/2008		49,850		29.09	5/2/2018
	7/1/2007	15,557	46,671		31.40	7/1/2017

H. Charles Floyd	5/2/2008						108,250		3,148,993
	5/2/2008		43,350		29.09	5/2/2018
	7/1/2007	15,000	45,000		31.40	7/1/2017
	10/6/2006	68,750	68,750		24.95	10/6/2016

(1)	SARs vest as follows:


	Grant Date	Vesting
Mark S. Hoplamazian	7/1/2007	25% per year commencing on December 18, 2007 and each anniversary of December 18 thereafter.
Rakesh K. Sarna	7/1/2007	25% per year commencing on March 31, 2008 and each anniversary of March 31 thereafter.
	5/2/2008	25% per year commencing on April 1, 2009 and each anniversary of April 1 thereafter.
H. Charles Floyd	10/6/2006	25% per year commencing on October 6, 2007 and each anniversary of October 6 thereafter.
	7/1/2007	25% per year commencing on March 31, 2008 and each anniversary of March 31 thereafter.
	5/2/2008	25% per year commencing on April 1, 2009 and each anniversary of April 1 thereafter.

(2)	RSUs vest as follows


	RSUs	Vesting
Mark S. Hoplamazian	70,000	100% on December 18, 2009 but the shares underlying the RSUs will not be issued until December 21, 2009.
	17,000	10/25/25/40% on each anniversary of April 1, commencing April 1, 2009.
Harmit J. Singh	25,000	10/25/25/40% on each anniversary of July 31, commencing July 31, 2009.
	15,670	10% per year commencing on July 31, 2009.
Rakesh K. Sarna	9,500	25% per year on each April 1, commencing April 1, 2009.
	100,000	10/25/25/40% on each April 1, commencing April 1, 2009.
H. Charles Floyd	8,250	25% per year on each April 1, commencing April 1, 2009.
	100,000	10/25/25/40% on each April 1, commencing April 1, 2009.

(3)

Based on a share value of $29.09, which was the fair market value of our shares determined by the Compensation Committee as of December 31, 2007, which we continued to use as of December 31, 2008 as we did not have an updated valuation or an external transaction on which to base an updated share value, as stipulated under the LTIP.

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2008 Option Exercises and Stock Vesting


Name	Number of RSUs Acquired on Vesting (#)	RSU Value Realized on Vesting ($) (1)
Mark S. Hoplamazian	70,000	$	2,036,300

(1)	Based on a share value of $29.09. No shares were delivered to Mr. Hoplamazian on vesting of the RSUs. His vested RSUs are deliverable on December 21, 2009, which are also reflected in “—2008 Non-qualified Deferred Compensation” below.

Pension Benefits


Name	Plan Name	Number of Years Credited Service	Payments during last fiscal year (1)
Thomas J. Pritzker	SERP	20	$	6,658,377
Rakesh K. Sarna	SRP	20	$	1,960,599
H. Charles Floyd	SERP	13	$	1,095,349

(1)	Transferred to DCP and Field Retirement Plan

Narrative to Pension Benefits Table

In 2008, we merged our two supplemental executive retirement plans, the SERP and the SRP, which had previously provided defined benefits to our executives into our defined contribution plans, the DCP and Field Retirement Plan.

The SERP provided a benefit payable monthly equal to one-twelfth of:

2.5% of the participant’s base salary and bonus for the three highest years out of the last ten prior to retirement multiplied by his years of service (not to exceed twenty); less

the sum of his estimated Social Security Primary Insurance benefit, his account balance under the 401(k) plan attributable to employer contributions (expressed as a life annuity).

Upon termination of the SERP we converted the participants’ accrued benefit to the present value of an actuarial lump sum equivalent using the following assumptions:

highest three consecutive salaries out of the last ten years;

estimated Social Security Primary payable at Social Security Normal Retirement Age;

the participant’s account balance under the 401(k) plan attributable to employer contributions and earnings thereon as of October 31, 2008, increased 6% annually through age 60 and converted to an annual life annuity using an interest rate of 4.52% and the 1983 Group Annuity Mortality table (blended 50% male, 50% female);

that the SERP benefit was payable as a life annuity payable monthly beginning at age 60; and

discount rate of 6.6% and the 1994 Group Annuity Mortality table (blended 50% male, 50% female) for purposes of determining present values.

These amounts were then transferred to the DCP accounts for Mr. Pritzker and Mr. Floyd.

Under the SRP Mr. Sarna was eligible for an annual pension payable at age 60 equal to:

2.5% of his base salary and bonus for the three highest years out of the last ten prior to retirement (benefit compensation) multiplied by his years and months of service; less

the sum of his estimated Social Security Primary Insurance benefit, his account balance under the Field Retirement Plan attributable to employer contributions and employer contributions to any other old age pension, but not in excess of 50% of his benefit compensation.

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Upon termination of the SRP we converted Mr. Sarna’s benefit to the present value of an actuarial lump sum equivalent using the following assumptions:

highest three consecutive benefit compensation years out of the last ten years;

estimated Social Security Primary payable at Social Security Normal Retirement Age;

his account balances under the Field Retirement Plan attributable to employer contributions and earnings thereon as of October 31, 2008;

offsets for contributions to Swiss retirement plan; and

converting the SRP benefit to a lump sum amount using a discount rate of 7% and the PA 92 Short Cohort Calendar Year 2028 mortality table.

This amount was then transferred to the Field Retirement Plan.

2008 Non-qualified Deferred Compensation

The table below sets forth certain information as of December 31, 2008 with respect to the non-qualified deferred compensation plans in which our NEOs participate.


Name	Plan Name	Executive Contributions in Last Fiscal Year(1)		Registrant Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year(1)			Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year End
Thomas J. Pritzker	DCP	$	1,640,919	$6,739,485(2)	$	498,869		$	—	$	11,861,753
	TJP Plan		—	124,500		15,169			—		822,564
	RDICP		—	—		74,173			—		1,329,224
	Frozen Acct		—	—		3,244			69,108		—
Mark S. Hoplamazian	RSUs		—	2,036,300(3)		—			—		4,072,600(4)
Harmit J. Singh			—	—		—			—		—
Rakesh K. Sarna	Field Retirement		—	2,065,040(2)		(167,704	)		—		2,627,812
	RDICP—Int’l		—	—		(48,591	)		—		134,701
	RDICP II—Int’l		—	—		3,409			—		61,089
	GHDIP		—	—		5,206			—		93,298
H. Charles Floyd	DCP		17,325	1,107,349(2)		84,930			—		1,638,705
	RDICP		—	—		87,367			—		1,565,667
	RDICP II		—	—		13,890			—		248,921
Kirk A. Rose	DCP		7,013	—		(184,596	)		673,758		—
	RDICP		—	—		38,050			—		681,882

(1)	Includes contributions and above-market earnings included in the NEOs 2008 fiscal year end compensation in the Summary Compensation Table above. See note 4 to the Summary Compensation Table for amount of contributions and above-market earnings so included.

(2)

Includes amounts transferred from the SERP for Messrs. Pritzker and Floyd and from the SRP for Mr. Sarna in the amount of $6,658,377, $1,095,349 and $1,960,599, respectively, $69,108 transferred from Mr. Pritzker’s frozen account to the DCP as described in the narrative to this table below. Also includes $12,000 matching contributions to the DCP for each of Messrs. Pritzker and Floyd (Mr. Pritzker reimbursed us for his $12,000 contribution), and $104,441 contribution to the Field Retirement Plan for Mr. Sarna.

(3)	Represents the value of the share underlying RSUs, which vested in December 2008 but are not deliverable until December 21, 2009, based on a per share value of $29.09.

(4)	Represents the value of 140,000 shares underlying vested RSUs held at December 31, 2008 but which are not deliverable until December 21, 2009 based on a per share value of $29.09.

Narrative to Non-qualified Deferred Compensation Table

See description of calculation of amounts transferred from the SERP and SRP under “—Narrative to Pension Benefits Table” above. In addition, see description of the DCP and Field Retirement Plan under the “—Narrative to Summary Compensation Table” above and the description of the TJP Plan under “—Executive Chairman Compensation.” Messrs. Pritzker, Singh, Floyd and Rose participated in the DCP in 2008. Mr. Sarna participated in the Field Retirement Plan in 2008.

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In addition to the DCP and Field Retirement Plan, Messrs. Pritzker, Sarna, Floyd and Rose also have existing account balances under non-qualified deferred plans to which we no longer contribute for the NEOs, but on which they continue to accrue earnings. These additional plans are as follows:

RDICP —The RDICP is a non-qualified deferred compensation plan we established for selected individuals to which we no longer contribute. Contributions to the RDICP were allocated from a contribution pool calculated based on a percentage of income from our operations. Contributions to this plan ceased following the 2005 plan year, when in 2006 the GHDIP, as described below, was created. Participants vest in their contributions based on years of service but forfeit their accounts if terminated for cause. Participants become entitled to payment of their accounts upon the later of termination of employment or age 55 or on account of death or disability and are paid in a lump sum or in up to 15 annual installments as elected by the participant. Participants’ accounts are credited with interest annually at a rate equal to the average annual rate for 20 year Treasury securities, constant maturity as published in the Federal Reserve Statistical Release H15 for the calendar year prior to the year in which interest credit is made, plus 100 basis points (20 + 100 Rate). Messrs. Pritzker, Floyd and Rose had account balances under the RDICP during 2008 and were fully vested in their accounts.

RDICP II —The RDICP II was established as an additional plan to the RDICP for a select number of senior executives. Contributions to the RDICP II were discretionary and became vested based on a participant’s age at retirement and years of participation in the RDICP II, with 50% of a participant’s account vesting at age 55, and 10% vesting for each additional year of age at retirement, with 100% vesting at age 60 or older. Once vested, a participant becomes entitled to payment of his account upon the earlier of termination, death or disability. Accounts are paid in a lump sum or installments of up to 15 years as elected by the participant. Participants are credited with interest on their RDICP II accounts at the 20 + 100 Rate, similar to the RDICP. Contributions to this plan ceased following the 2005 plan year, when the GHDIP was created in 2006. Mr. Floyd is the only NEO currently with an account balance under the RDICP II.

RDICP-Int’l —The RDICP-Int’l is substantially similar to the RDICP, but was initially established by Hyatt International, when it was a separate company from us, for its employees. Contributions to the RDICP-Int’l were allocated from a contribution pool calculated based on a percentage of income from the operations of Hyatt International. Contributions to this plan also ceased in 2006 when the GHDIP was created. Participants vest in their contributions based on years of service with Hyatt International and its affiliated entities, including with us, but forfeit their accounts if terminated for cause. Participants become entitled to payment of their accounts upon the later of termination of employment or age 55 or on account of death or disability. Accounts are payable as elected by the participant in a lump sum, life annuity, joint and survivor annuity or such other annuity form as the participant may request. However, unlike the RDICP, participants’ accounts are invested in various investments selected by us. Mr. Sarna is the only NEO who has an account under in the RDICP-Int’l and he is fully vested in his account.

RDICP II-Int’l —The features of the RDICP II-Int’l are substantially similar to the RDICP II and it was established by Hyatt International for its employees when Hyatt International was a separate company from us. Participants’ accounts under the RDICP II-Int’l are payable once vested at termination, death or disability in a lump sum. However, prior to December 31, 2005 a participant could elect payment in installments; provided that all installments were paid by the time the participant attained age 60. Contributions to this plan also ceased in 2006 when the GHDIP was created. Mr. Sarna is the only NEO who has an account under the RDICP II-Int’l.

GHDIP —The GHDIP was established as a replacement plan for all of the foregoing RDICP plans. Contributions to the GHDIP are allocated from a pool calculated based on a percentage of net income attributable to Hyatt Hotels Corporation. Participants vest in their contributions based on years of service but forfeit their accounts if terminated for cause. Participants’ vested accounts are paid upon

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the earlier of termination of employment, death or disability in a lump sum. Participants’ accounts are credited with interest annually at the 20 + 100 Rate. Our NEOs no longer receive contributions to the GHDIP, as they are eligible for LTIP grants. Mr. Sarna is the only NEO with an account under the GHDIP and he is fully vested in his account.

Frozen Account —Mr. Pritzker had a frozen deferred compensation account which consisted of the cash value of a whole life insurance policy that was terminated in 1989, plus interest on such amount credited annually at the 20 + 100 Rate. Mr. Pritzker’s frozen deferred compensation account was merged into the DCP on October 31, 2008 and is included in the aggregate balance at year end for his DCP account.

Potential Payments on Termination or Change in Control

Severance

In 2008, the only NEOs entitled to guaranteed severance in the event of a termination of employment were Messrs. Hoplamazian and Singh. See the description of such severance under “—Narrative to Summary Compensation Table—Employment Agreements” above. We did not have a severance policy applicable to senior officers in 2008, and no other NEOs were guaranteed severance. Under the terms of his employment agreement Mr. Pritzker was not eligible for any severance.

Equity Awards

Outstanding awards under our LTIP will fully vest if a participant’s employment is terminated within 12 months following a change in control; provided such awards are assumed by a successor in the change in control. If awards are not assumed by a successor then the compensation committee may in its discretion fully vest the awards.

Outstanding SAR and RSU awards will fully vest if a participant’s employment is terminated by reason of death or disability. In addition, participants will be treated as having an additional year of vesting if their employment is terminated by us for reasons other than “detrimental conduct.” Detrimental conduct includes engaging in conduct constituting:

a felony;

gross negligence or willful misconduct in the performance of the participant’s duties and responsibilities;

willful violation of a material policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to us, our stockholders, directors, officers, employees or customers;

improper internal or external disclosure or use of confidential information or material concerning us or any of our stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to us;

public disparagement of us or any of our stockholders, directors, officers or employees; and/or

willful violation of any stockholders’ agreement or other material agreements entered into by the participant with us in connection with or pursuant to the LTIP.

The following table provides the amount of severance and the value of vesting on their SAR and RSU awards which our NEOs would receive following a termination of employment (i) without cause

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following a change in control in which all SAR and RSU awards vest and (ii) without regard to a change in control and assuming the following:

their employment was terminated without cause as of December 31, 2008;

a share value of $29.09; and

that such amounts do not include payments under our tax qualified and non-qualified retirement and deferred compensation plans.


Name	Not in connection with Change in Control($)		Change in Control($)
Mark S. Hoplamazian	$	10,608,900	$	11,103,430
Harmit J. Singh		2,000,000		3,183,090
Rakesh K. Sarna		290,900		3,185,355
H. Charles Floyd		290,900		3,433,618

Mr. Rose was terminated May 15, 2008 and received a total of $1,507,000 in severance related payments. See “—Kirk Rose Separation” above for a description of Mr. Rose’s severance payments.

Compensation Going Forward

Although our general compensation philosophy will not change, in the future, we anticipate implementing the following to further align our executive officers’ interests with those of our stockholders:

share ownership guidelines, which will require each executive officer to hold SARs, RSUs or stock with a value equal to a multiple of base salary, depending upon the role each individual plays;

a compensation recovery policy, which would require selected executives to repay, forfeit or return any bonus, equity compensation or profits received on equity compensation upon certain events, including fraud; and

general severance and change in control policies.

Additionally, for 2009 and going forward, we intend to use Adjusted EBITDA on both a corporate and segment basis rather than Performance EBITDA as a financial target for our annual incentive plan. During 2008, we reassessed the components of the metrics used to measure our performance and adopted Adjusted EBITDA, which includes a component of our unconsolidated hospitality ventures Adjusted EBITDA performance. In 2009, we also reviewed the competitiveness of our compensation against the following peer group which was selected based on several factors, including business mix and model, revenues, global presence and the strength of their brands:


Ÿ Carnival Corporation		Ÿ Las Vegas Sands Corporation

Ÿ Marriott International Inc.		Ÿ Wyndham Worldwide Corporation

Ÿ Starwood Hotels and Resorts Worldwide, Inc.		Ÿ Brinker International, Inc. Ÿ Wynn Resorts

Ÿ Boyd Gaming Corporation		Ÿ Burger King Holdings, Inc.

Ÿ Starbucks Corporation		Ÿ Wendy’s/Arby’s Group, Inc.

Ÿ MGM Mirage		Ÿ Host Hotels & Resorts, Inc.

Ÿ Darden Restaurants, Inc.		Ÿ Yum! Brands, Inc.

Ÿ Royal Caribbean Cruises, Ltd.

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While we do not expect to establish a standard relative to a specific percentile, we expect to use the data obtained from this peer group as a reference point for determining market levels of compensation in the future.

New Employment Agreements

Mr. Pritzker’s Letter Agreement

Mr. Pritzker entered into a letter agreement in July 2009, with an effective date of August 1, 2009. This agreement superseded any previous employment terms with Mr. Pritzker. Under the terms of his letter agreement, which expires on December 31, 2012, Mr. Pritzker will continue to serve as our executive chairman and will be entitled to the following compensation and benefits:

annual base salary of $475,000;

following the consummation of this offering, eligibility for annual grants under the LTIP similar to other senior executives with a targeted grant date fair value (as determined under FAS 123R) equal to 500% of base salary;

all future grants under the LTIP will continue to vest following his termination for any reason other than cause, provided he executes a general release of claims and he does not compete with Hyatt;

benefits and perquisites generally available to our senior executive officers from time to time including medical and dental insurance, life insurance, 401(k) plan, disability coverage, vacation benefits, automobile lease in accordance with our policies for officers, monthly parking in Hyatt Center, executive dining room privileges, DCP and executive medical plan; and

severance in accordance with our general policies.

Mr. Hoplamazian’s Letter Agreement

Mr. Hoplamazian entered into a letter agreement in July 2009, with an effective date of August 1, 2009. This agreement supersedes his previous agreement. Under the terms of his letter agreement, which expires on December 31, 2012, Mr. Hoplamazian is entitled to the following compensation and benefits:

annual base salary of $950,000;

target annual incentive equal to 150% of base salary with a maximum incentive of 300% of base salary;

eligibility for annual grants under the LTIP similar to other senior executives with a targeted grant date fair value (as determined under FAS 123R) equal to 350% of base salary;

an additional equity grant on August 1, 2009 split equally between SARs and RSUs with a grant date fair value (as determined under FAS 123R) of $1,662,500, which will vest annually 25% on the first, second, third and fourth anniversaries of the grant date;

all future grants under the LTIP whether regular annual or the additional equity grant will continue to vest following his termination for any reason other than cause, provided he executes a general release of claims and he does not compete with us;

benefits and perquisites generally available to our senior executive officers from time to time, including medical and dental insurance, life insurance, 401(k) plan, disability coverage, vacation benefits, automobile lease in accordance with our policies for officers, monthly parking in the Hyatt Center, executive dining room privileges, DCP and executive medical plan; and

severance in accordance with our general policies.

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Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan

We provide equity compensation to our employees, directors and consultants under the LTIP.

The LTIP provides for equity-based compensation in the form of stock options, stock appreciation rights, restricted shares, restricted share units, dividend equivalents, deferred stock, stock payments (collectively, awards), for the purpose of assisting us in attracting and retaining qualified directors, officers, employees and consultants and to promote our success by providing them with a shared interest in increasing our value and sustaining our growth.

Eligibility. Persons eligible to participate in the LTIP include all non-employee members of the board of directors, our employees and consultants, as determined by the Administrator (collectively, participants).

Administration. The LTIP is administered by our compensation committee which may delegate to a committee of one or more members of the board or one or more of our officers the authority to grant or amend awards to participants, other than senior executive officers who are subject to Section 16 of the Exchange Act or the officers or directors to whom such authority has been delegated (collectively; the Administrator). Unless otherwise determined by the board, the compensation committee shall consist solely of two or more non-employee directors appointed by and holding office at the pleasure of the board, each of whom is a non-employee director, and an “independent director” under the rules of the NYSE (or other principal securities market on which our shares of common stock are traded) and, once we are subject to Code Section 162(m), they will also be an “outside director” within the meaning of Section 162(m) of the Code.

The Administrator has the authority to administer the LTIP, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction, as well as the authority to delegate such administrative responsibilities.

Limitation on Awards and Shares Available. A total of 18,750,000 shares of our Class A common stock are authorized for grant pursuant to the LTIP. The shares of our common stock covered by the LTIP may be treasury shares, or authorized but unissued shares. Only shares of Class A common stock may be issued pursuant to the LTIP.

If any shares subject to an award under the LTIP are forfeited or expire or an award under the LTIP is settled for cash, then any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the LTIP, including any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award.

Awards granted under the LTIP upon the assumption of, or in substitution for, outstanding awards previously granted by an entity, in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, will not reduce the shares authorized for grant under the LTIP. The payment of dividend equivalents in cash will also not count against the number of shares subject to the LTIP.

Award Types. The LTIP provides for the grant of incentive stock options (ISOs), nonqualified stock options (NSOs, collectively with ISOs, options), restricted stock, restricted stock units (RSUs), stock appreciation rights (SARs), dividend equivalents, stock payments, cash and deferred stock. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the LTIP in the future. See the Outstanding Equity Awards Table for information on awards granted under LTIP to our NEOs.

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Options. Both ISOs, as defined under Section 422 of the Code, and NSOs may be granted pursuant to the LTIP. The option exercise price of all options granted pursuant to the LTIP will not be less than 100% of the fair market value of our common stock on the date of grant. Options may be exercised as determined by the Administrator, but in no event may an option have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who owns, as of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of our stock, however, shall have an exercise price that is not less than 110% of the fair market value of our common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of the shares with respect to which options intended to be ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code provides.

Restricted Stock . A restricted stock award is the grant of shares of our common stock at a price (if any) determined by the Administrator, that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing service or achieving performance goals. During the period of restriction, all shares of restricted stock will be subject to restrictions and vesting requirements, as provided by the Administrator. The restrictions will lapse in accordance with a schedule or other conditions determined by the Administrator. Restricted stock may not be sold or encumbered until all restrictions are terminated or expire.

Performance Awards. Performance awards may be granted in the form of awards that are paid in cash, shares or a combination of both, based on attainment of performance criteria selected by the Administrator, over such period as determined by the Administrator.

Dividend Equivalents. A dividend equivalent is the right to receive the equivalent value of dividends paid on shares. Dividend equivalents that are granted by the Administrator are credited as of dividend payments dates during the period between the date an award is granted and the date such award vests, is exercised, or is distributed or expires, as determined by the Administrator. Such dividend equivalents will be converted to cash or additional shares of our common stock by such formula, at such time and subject to such limitations as may be determined by the Administrator.

Stock Payment. A stock payment is a payment in the form of shares of our common stock or an option or other right to purchase shares, as part of a bonus, deferred compensation or other arrangement. The number or value of shares of any stock payment will be determined by the Administrator. Except as otherwise determined by the Administrator, shares underlying a stock payment which is subject to a vesting schedule or other conditions set by the Administrator will not be issued until those conditions have been satisfied. Stock payments may, but are not required to, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.

Deferred Stock. Deferred stock is a right to receive shares of our common stock at a later date. The number of shares of deferred stock will be determined by the Administrator. Except as otherwise determined by the Administrator, shares underlying a deferred stock award which is subject to a vesting schedule or other conditions set by the Administrator will not be issued until those conditions have been satisfied.

Restricted Stock Units. A RSU is similar to deferred stock in that it provides for the issuance of our common stock at a future date upon the satisfaction of specific conditions set forth in the applicable award agreement. The Administrator will specify the dates on which the RSUs will become fully vested and nonforfeitable and may specify such conditions to vesting as it deems appropriate, including conditions based on achieving performance goals or other specific criteria, including service to us or any of our subsidiaries or affiliates. The Administrator will specify, or permit the RSU holder to elect,

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the conditions and dates upon which the shares underlying the restricted stock units will be issued, which dates may not be earlier than the date as of which the restricted stock units vest and which conditions and dates will be subject to compliance with Section 409A of the Code. RSUs may be paid in cash, shares, or both, as determined by the Administrator. On the distribution dates, we will transfer to the participant one unrestricted, fully transferable share of our common stock (or the fair market value of one such share in cash) for each RSU scheduled to be paid out on such date and not previously forfeited. The Administrator will specify the purchase price, if any, to be paid by the participant for such shares.

Stock Appreciation Rights or SARs . A SAR entitles its holder, upon exercise to receive from us the difference between the fair market value of our common stock on the date of exercise and the exercise price per share subject to the SAR, subject to any limitations imposed by the Administrator. The exercise price per share subject to a SAR will be set by the Administrator, but may not be less than 100% of the fair market value on the date the SAR is granted. The Administrator determines the period during which the right to exercise the SAR vests in the holder. No portion of a SAR which is unexercisable at the time the holder’s employment with us ends will thereafter become exercisable, except as may be otherwise provided by the Administrator. SARs may be exercised as determined by the Administrator, but in no event may a SAR have a term extending beyond the tenth anniversary of the date of grant. Payment of the SAR right may be in cash, shares, or a combination of both, as determined by the Administrator.

Payment Methods . The Administrator will determine the methods by which payments by any participant with respect to any awards granted under the LTIP may be paid, the form of payment, including, without limitation: (1) cash or check; (2) shares of our common stock issuable pursuant to the award or held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a fair market value on the date of delivery equal to the aggregate payments required; (3) other property acceptable to the Administrator (including through the delivery of a notice that the award holder has placed a market sell order with a broker with respect to shares of our common stock then issuable upon exercise or vesting of an award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to us in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to us upon settlement of such sale); or (4) other form of legal consideration acceptable to the Administrator. However, no participant who is a member of our board of directors or one of our “executive officers” within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any awards granted under the LTIP, or continue any extension of credit with respect to such payment in any method which would violate the prohibitions on loans made or arranged by us as set forth in Section 13(k) of the Exchange Act.

Vesting and Exercise of an Award . The applicable award agreement governing an award will contain the period during which the right to exercise the award in whole or in part vests, including the events or conditions upon which the vesting of an award will occur or may accelerate. No portion of an award which is not vested at the holder’s termination of service with us will subsequently become vested, except as may be otherwise provided by the Administrator in the agreement relating to the award or by action following the grant of the award.

Additionally, the Administrator has the right to provide in the award agreements, or may require a participant to agree that any proceeds, gain or other economic benefit actually or constructively received by the participant upon receipt or exercise of an award, or upon the receipt or resale of any shares subject to an award, must be repaid to us, or the award shall terminate if the participant terminates employment prior to a specified date, or engages in any activity in competition with us, or which is inimical, contrary or harmful to our interests, or is terminated for cause, as defined in the discretion of the Administrator.

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Generally, an option or SAR may only be exercised while such participant remains an employee, consultant or non-employee director of us or one of our subsidiaries or affiliates or for a specified period of time (up to the remainder of the award term) following the holder’s termination of service with us or one of our subsidiaries or affiliates. An award may be exercised for any vested portion of the shares subject to such award until the award expires. Upon the grant of an award or following the grant of an award, the Administrator may provide that the period during which the award will vest or become exercisable will accelerate, in whole or in part, upon the occurrence of one or more specified events, including, a change in control or a holder’s termination of employment with us or otherwise.

Transferability . No award under the LTIP may be transferred other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a domestic relations order, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. No award shall be liable for the debts or contracts of the holder or his successors in interest or shall be subject to disposition by any legal or equitable proceedings. During the lifetime of the holder of an award granted under the LTIP, only such holder may exercise such award unless it is subject to a domestic relations order. After the holder’s death, any exercisable portion of an award may be exercised by his or her personal representative or any other person empowered to do so under such holder’s will or the applicable laws of descent and distribution, until such portion becomes unexercisable under the LTIP or the applicable award agreement. Notwithstanding the foregoing, the Administrator may permit an award holder to transfer an award, other than an ISO to any “family member” of the holder, as defined under the instructions to the Form S-8 Registration Statement under the Securities Act, subject to certain terms and conditions. Further, an award holder may, in a manner determined by the Administrator, designate a beneficiary to exercise the holder’s right and to receive any distribution with respect to any award upon the holder’s death, subject to certain terms and conditions.

Fair Market Value . For all purposes of the LTIP, including exercise prices of options and SARs, as well as withholding of shares, the fair market value of our common stock will be the closing price for our shares on the principal stock exchange on which such shares are traded on the date that fair market value is determined. However, if our stock is not traded on the date fair market value is to be determined, then the fair market value will be the closing price on the date immediately preceding such date on which our common stock was traded. Prior to our shares becoming publicly traded, the fair market value of our shares was determined by the compensation committee, in its discretion, based on a third-party appraisal, or the price paid between a willing buyer and seller, other than those involving Pritzker family business interests.

Adjustment Provisions. Certain transactions with our stockholders not involving our receipt of consideration, such as a stock split, spin-off, stock dividend or certain recapitalizations may affect the share price of our common stock (which transactions are referred to collectively as equity restructurings). In the event that an equity restructuring occurs, the compensation committee is required to equitably adjust the class of shares issuable and the maximum number and kind of shares of common stock subject to the LTIP, and any outstanding awards as to the class, number of shares and price per share of our common stock. Other types of transactions may also affect our common stock, such as a dividend or other distribution, reorganization, merger, or other changes in corporate structure. In the event that there is such a transaction, which is not an equity restructuring, and the compensation committee determines that an adjustment to the LTIP and any outstanding awards would be appropriate to prevent any dilution or enlargement of benefits under the LTIP, the compensation committee is required to equitably adjust the LTIP as to the class of shares issuable and the maximum number of shares of our common stock subject to the LTIP, as well as the maximum number of shares that may be issued to an employee during any calendar year, and will adjust any outstanding awards as to the class, number of shares and price per share in such manner as it may deem equitable.

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Change in Control . In the event of a change in control, each outstanding award may be assumed or an equivalent award substituted therefore by a successor, or a parent or subsidiary of the successor. If an award is assumed or an equivalent award substituted therefore, and the participant’s service is terminated within 12 months following the change in control, then the award will fully vest. If a successor refuses to assume or substitute equivalent awards, then the Administrator may cause the outstanding awards to become fully exercisable and vested, and the Administrator shall notify the participants of the ability to exercise the award for a period of fifteen day, and if not exercised such award will expire. A change in control occurs under the LTIP if any person or group acting in concert acquires, directly or indirectly, beneficial ownership of 50% or more of the combined voting power of our stock, other than acquisitions by (i) Pritzker family business interests, or (ii) Pritzker family business interests acting as a group with any stockholder which owns more than 5% of the combined voting power of our stock on June 30, 2009 (Non-Pritzker Existing Shareholder) but only so long as Pritzker family business interests continue to own more voting stock than such Non-Pritzker Existing Shareholder.

Amendment and Termination . The compensation committee may terminate, amend, or modify the LTIP at any time; however, except to the extent permitted by the LTIP in connection with certain changes in capital structure, stockholder approval will be obtained for any amendment to (i) increase the number of shares available under the LTIP, or (ii) reduce the per share exercise price of the shares subject to any option or SAR.

In no event may an award be granted pursuant to the LTIP on or after the tenth anniversary of the date the stockholders approve the LTIP.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Current Relationships and Related Party Transactions

Agreements Relating to the Hyatt Center

Hyatt Center Office Lease

In June 2004, we entered into an office lease with FrankMon LLC, a wholly-owned subsidiary of H Group Holding, Inc. (H Group), for our principal executive offices located at 71 South Wacker Drive, Chicago, Illinois (commonly known as the Hyatt Center), consisting of approximately 317,826 square feet of office space. H Group is owned by Pritzker family business interests. Mr. Nicholas J. Pritzker, our former director, is the president and a director of H Group. Under the terms of the office lease, the annual net rent per square foot of rentable area ranges from $24.00 to $42.22 during the initial term and is payable in monthly installments. The lease initially expires on February 29, 2020 with options to renew and increase the rentable square feet. In 2008, 2007 and 2006, we paid FrankMon approximately $10,599,062, $10,507,896 and $8,886,249, respectively, under the lease, which amounts included net rent, taxes and our share of operating expenses and shared facilities costs.

Sublease Agreements

Following our entering into the office lease with FrankMon, we entered into sublease agreements with each of CC-Development Group, Inc. (Classic Residence), H Group, Pritzker Realty Group, L.P. (PRG) and The Pritzker Organization, LLC (TPO), among others, under which we sublease a portion of our rentable space at the Hyatt Center. Classic Residence, H Group and PRG are owned by Pritzker family business interests. Ms. Penny Pritzker, one of our directors, is the chairman of Classic Residence and the president and chief executive officer of PRG. Mr. Nicholas J. Pritzker, our former director, is a director of Classic Residence and the president and a director of H Group. TPO is owned by a trust for the benefit of Mr. Thomas J. Pritzker, our executive chairman. Mr. Pritzker is also the chairman and chief executive officer of TPO. The square footage of the subleased premises, the commencement date and the termination date of the sublease term, and the annual net rent per square foot during the initial sublease term, payable in monthly installments, under our sublease agreements, as amended, with Classic Residence, H Group, PRG and TPO are as follows:


	Square Footage	Commencement Date	Initial Termination Date	Annual Net Rent Per Square Foot
Classic Residence	54,242	February 1, 2005	February 29, 2020	$25.85 – $34.11
H Group	5,760	February 1, 2005	February 29, 2020	$25.85 – $35.94
PRG	21,390	July 1, 2005	December 16, 2011	$27.24 – $36.04
TPO	16,557	July 1, 2005	December 16, 2011	$27.24 – $30.68

Each subtenant is also obligated to pay as additional rent their respective share of taxes, operating expenses and shared facilities costs related to the subleased premises. All rent payments under the sublease agreements are paid by the respective subtenants directly to FrankMon.

In 2008 and 2006, we made payments to PRG of $24,500 and $122,646, respectively, for our share of the build out costs for shared facilities space.

With respect to each sublease agreement, FrankMon, as landlord under the office lease, executed a master landlord recognition agreement whereby it acknowledged the applicable sublease agreement and agreed to recognize the subtenant on a direct lease basis in the event the office lease with us is terminated or if the subtenant elects to extend the term of the sublease beyond the initial term. We are not released from any liability or obligations under the office lease as a result of our sublease arrangements.

Mr. Thomas J. Pritzker and one of our former executive officers maintain business offices in the Hyatt Center leased by TPO from us. We have agreed to pay a portion of the occupancy and operation

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costs related to this office space. Effective December 31, 2008, we no longer pay a portion of the occupancy and operation costs for the office space maintained by our former executive officer. In 2008 and 2007, we made aggregate payments of $453,464 and $1,085,356, respectively, to TPO for our share of these office costs.

Omnibus Office Services Agreement

We are party to an Omnibus Office Services Agreement with Classic Residence, H Group, TPO, Pritzker Family Office, L.L.C. and PRG, among others, relating to the Hyatt Center. Pritzker Family Office L.L.C. is owned by trusts for the benefit of Mr. Thomas J. Pritzker, Ms. Penny Pritzker and Ms. Gigi Pritzker Pucker. Certain tenants party to the agreement, including us, have entered into various service contracts with vendors for services such as copy, messenger, newspaper and telecommunications services. Multiple tenants and subtenants of the Hyatt Center utilize various services under the service agreements and this agreement establishes a system for the administration of the service contracts, including the methodology by which the fees with respect to each service contract are allocated among the applicable service users (such as by headcount or square footage leased). PRG acts as an administrator under the agreement and has responsibility for the administration and management of certain of the service contracts. Under the agreement, PRG also provides office management services relating to the premises and facilities of the Hyatt Center shared by subtenants who are party to the agreement. Each party pays PRG an administrative fee determined by PRG based on budgets prepared of the projected costs for the administrative services and office management services for the following calendar year. The term of the agreement continues indefinitely unless terminated earlier by prior written notice. We made the following payments to PRG and TPO in 2008, 2007 and 2006, which payments represented our allocation of costs for services provided to us under service contracts:


	2008		2007		2006
PRG	$	1,729		—	$	257,131
TPO		10,327	$	22,759		5,361

We also contract for various services related to telecommunications and facilities maintenance, which are used by PRG, Classic Residence, H Group and TPO. In addition, we operate an executive dining room and shared computer room used by PRG, Classic Residence, H Group, TPO and HGMI Gaming, Inc., a wholly-owned subsidiary of H Group (HGMI), the operating costs for which are allocated to each organization based on eligible headcount or square footage. In 2008, 2007 and 2006, PRG, Classic Residence, H Group, TPO and HGMI made the following payments to us, which payments represented their allocation of costs for the executive dining room and services used by them:


	2008		2007		2006
PRG	$	168,101	$	9,164	$	90,536
Classic Residence		298,896		72,195		57,939
H Group		—		—		6,188
TPO		1,540		—		9,119
HGMI		23,051		551,417		64,626

Agreements Related to Hotel Mar Monte

HDG Associates is the owner of Hotel Mar Monte located in Santa Barbara, California. Hyatt Corporation indirectly owns approximately 91.14% of HDG Associates, which is consolidated. In addition, Hyatt Executives Partnership No. 1, L.P., which is owned, in part, indirectly by certain of our current and former executive officers and directors, owns approximately 0.53% of HDG Associates. The remaining 8.33% is owned by third parties. In July 2000, HDG Associates entered into a Management Agreement with PRG, under which PRG manages and operates the Hotel Mar Monte. In addition to being reimbursed for their out-of-pocket costs and expenses, HDG Associates pays PRG a

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management fee equal to 4% of the annual gross receipts for each fiscal year. The agreement expires on December 31, 2010, with automatic yearly renewals until terminated by prior written notice by either party. In 2008, 2007 and 2006, HDG Associates made payments of $434,407, $446,729 and $427,143, respectively, to PRG under this agreement.

PRG also provides certain administrative services to HT-Santa Barbara Motel, Inc., one of our wholly-owned subsidiaries, such as cash management, tax, financial, information technology, human resources, legal and payroll services, for which we have paid PRG fees of less than $120,000 in each of the last three fiscal years. Additionally, PRG acts as investment manager of HT-Santa Barbara Motel’s financial interests. In exchange for these services, PRG is paid (i) an annual investment fee equal to 50 basis points per year of the maximum equity invested, (ii) a per transaction acquisition/disposition fee equal to 50 basis points of the gross proceeds of the transaction and (iii) a per transaction financing fee equal to 25 basis points of the gross financing proceeds. PRG is also entitled to be reimbursed for all reasonable direct out-of-pocket costs and expenses incurred in connection with the services provided. In 2008, 2007 and 2006, HT-Santa Barbara Motel made payments of $45,188, $120,501 and $45,188, respectively, to PRG for such investment management services.

Agreements with HGMI Gaming, Inc. and Related Entities

We have entered into certain contractual relationships with HGMI with respect to certain of HGMI’s gaming facilities and the related hotels located at, or adjacent to, such gaming facilities.

Hyatt Regency Lake Tahoe Resort, Spa and Casino Gaming Space Lease Agreement

In February 1997, HCC Corporation, a wholly-owned subsidiary of HGMI, entered into a Gaming Space Lease Agreement with Hyatt Equities, L.L.C., our wholly-owned subsidiary and, which prior to the June 2004 Transaction (as defined in “Prospectus Summary—Corporate Information”), was majority owned by H Group. Under the agreement, HCC leases approximately 20,990 square feet of space at the Hyatt Regency Lake Tahoe Resort, Spa and Casino, where it operates a casino. Rent is $186,688 per month for 2009. In addition to the payment of base rent, HCC is also obligated to pay its portion of expenses associated with the operation of the casino. The initial term of the lease expired on December 31, 2008; however, the parties mutually agreed to extend the terms of the lease and an amended lease is currently under negotiation. In 2008, 2007 and 2006, HCC made payments to us of $4,350,000, $4,223,399 and $4,100,004, respectively, under the lease.

Hyatt Regency Lake Tahoe Resort, Spa and Casino Facilities Agreement

In connection with the Gaming Space Lease Agreement, in June 2004, HCC Corporation entered into a Casino Facilities Agreement with Hyatt Corporation, under which we have agreed to provide HCC with certain non-gaming services related to the management and operation of the casino and related facilities at the Hyatt Regency Lake Tahoe Resort, Spa and Casino. In exchange for such services, HCC pays us fees based on the type of service being provided and for complimentary rooms provided to its patrons. The term of this agreement was set to terminate at the expiration of the original lease. The parties have mutually agreed to update the agreement and the agreement is currently under negotiation. In 2008, 2007 and 2006, HCC made payments to us of $3,306,279, $4,267,961 and $3,982,496, respectively, under this agreement.

Niagara Fallsview Casino Resort/Casino Niagara Master (Permanent) Non-Gaming Services Agreement

In July 2002, Hyatt Corporation entered into a Master (Permanent) Non-Gaming Services Agreement with Falls Management Company (Falls Management), which agreement was subsequently contributed to Falls Management Group, L.P., the operator of Niagara Fallsview Casino Resort and the

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Casino Niagara. A subsidiary of HGMI is the general partner of a limited partnership that indirectly owns approximately 28.3% of Falls Management Group. The limited partnership is substantially owned by Pritzker family business interests. We provide certain non-gaming consulting under this agreement to Falls Management related to Casino Niagara, including with respect to labor policies and wage rates, development and training programs, recruiting, purchasing of support services necessary for the operation of the casinos, charges for commercial space, entertainment and amusement, food and beverages, information services and advertising. In exchange for these services, Falls Management pays us a fee equal to 0.3% per year of the casino’s adjusted gross receipts up to CAD 300 million ($260 million). In addition to these services related to the casinos, we also provide support services to Falls Management related to their policies, procedures, systems and guidelines. Falls Management pays us a fee equal to our cost of rendering these ancillary support services, which fee is not to exceed a total of CAD 200 ($173) per hour, per Hyatt employee providing such services. In 2008, 2007 and 2006, Falls Management Company made payments of $846,210, $729,761 and $840,511, respectively, to us for services provided under the agreement.

Palm Beach, Aruba Casino

Hyatt Aruba N.V., our wholly-owned subsidiary, manages the gaming casino located at the Hyatt Regency Aruba in Palm Beach, Aruba. In connection with the management of the casino, in September 1997, Hyatt Aruba entered into a Consulting Agreement with HGMI. Under the agreement, HGMI provides development, marketing, compliance, management consulting services and gaming compliance services to Hyatt Aruba related to this property. In exchange for these services, we pay HGMI a fee of $200,000 per year and reimburse HGMI for its out-of-pocket expenses. The agreement has a one year term and automatically renews on a yearly basis for an additional one year period unless either party gives written notice of termination on or before the preceding January 1. In 2008, 2007 and 2006, Hyatt Aruba made payments of $373,110, $328,712 and $191,542, respectively, to HGMI under the agreement.

License Agreement with CC-Development Group, Inc.

In December 2008, Hyatt Corporation entered into a License Agreement with Classic Residence under which we provide Classic Residence with a limited license to permit the Classic Residence companies to continue use of the “Classic Residence by Hyatt” trademark and service mark (subject to maintaining agreed standards) (i) for a transition period ending upon the earlier of December 31, 2010 and the consummation of a change of control of Classic Residence, (ii) to the extent necessary to permit the Classic Residence companies to comply with pre-existing contractual obligations to third parties and (iii) as required by applicable laws, regulations and governmental authorities. The agreement also provides for a limited license to use the “classichyatt.com,” “classichyatt.org,” “hyattclassic.com” and “hyattclassic.org” domain names for a transition period ending upon the earlier of December 31, 2010 and the consummation of a change of control of Classic Residence.

Hyatt Vacation Club Resort in Puerto Rico Indemnification and Reimbursement Agreement

In 1997, Cerromar Development Partners, L.P., S.E. (Cerromar) began developing a Hyatt Vacation Club Resort in Puerto Rico. In 1997, Cerromar was owned by CDP Investors, L.P. as the sole limited partner and Cerromar Development Partners GP, Inc. as the general partner, which were both owned, directly or indirectly, by Pritzker family business interests. Due to the tax incentives in place in Puerto Rico, the partners of Cerromar were entitled to and received an investment tax credit equal to $5,253,750. In order to be eligible to receive the tax credit, the Cerromar partners were required to post as collateral a letter of credit in favor of the Puerto Rico Treasury Department in the event that the final development cost associated with the Hyatt Vacation Club Resort was less than $5,253,750. Diversified Capital, L.L.C. (Diversified Capital) posted this letter of credit on behalf of the

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partners of Cerromar. Pritzker family business interests own 100% of the outstanding membership interests in Diversified Capital. One percent of the outstanding membership interests in Diversified Capital is owned by T Corporation, which is 100% owned by our executive chairman, Mr. Thomas J. Pritzker. Mr. Pritzker also serves as President of Diversified Capital. Following the June 2004 Transaction, Cerromar became our wholly-owned subsidiary; however, the Cerromar letter of credit with the Puerto Rico Treasury Department remained and continues to be outstanding. We have entered into an indemnification and reimbursement agreement with both of the partners of Cerromar to cover any costs which may be owed to the Puerto Rico Treasury Department for the tax credit. In order to maintain the letter of credit, we pay Diversified Capital a quarterly letter of credit fee. In 2008, 2007 and 2006 Cerromar paid $157,821, $157,713 and $157,713 respectively, to Diversified Capital in letter of credit fees.

Agreements Relating to Aircraft

Falcon 900EX Aircraft—Rosemont Project Management, LLC

In October 2006, Rosemont Project Management Group, LLC, our wholly-owned subsidiary, entered into a time sharing agreement with respect to our Falcon 900EX aircraft with a number of companies owned all or in part by Pritzker family business interests, including Marmon Holdings, Inc. (Marmon), PRG, TransUnion Corp., Classic Residence, H Group, and Mr. Karl J. Breyer, Mr. Marshall E. Eisenberg and Mr. Thomas J. Pritzker, not individually, but each solely in their capacity as co-trustees of U.S. situs Pritzker family business interests, as well as TPO. At the time the agreement was entered into, Marmon was 99.6% owned by Pritzker family business interests. In 2008, the Pritzker family business interests sold an aggregate of approximately 64% of their interests in Marmon to a third party and committed to sell to such third party their remaining interests over a five to six year period. Mr. Thomas J. Pritzker, our executive chairman, is the chairman and director of Marmon and Mr. John D. Nichols, one of our directors, is the vice chairman of Marmon. Ms. Penny Pritzker, one of our directors, and Mr. Nicholas J. Pritzker, one of our former directors, also served as directors of Marmon until March 2008.

Under the time sharing agreement, each party may lease the aircraft and flight services crew on a time sharing basis for a fee equal to the “Direct Cost Rate” published annually by Conklin & de Decker for operating a Falcon 900EX aircraft for the applicable flight time. In no event does the amount reimbursed for a flight ever exceed the amount authorized by Federal Aviation Regulation Part 91.501(d)(1)-(10). Marmon, TPO, U.S. situs Pritzker family business interests, Classic Residence, PRG and H Group have made the following payments to us for use of the aircraft under the time sharing agreement:


	2008		2007
Marmon	$	123,778	$	10,464
TPO		145,172		48,755
U.S. situs Pritzker family business interests		177,171		83,953
Classic Residence		26,962		—
PRG		8,906		—
H Group		72,235		—

On March 18, 2008, the time sharing agreement was terminated with respect to Marmon.

In October 2006, Rosemont Project Management entered into an aircraft administrative and flight services agreement with Marmon Group, Inc. (Marmon Group), a subsidiary of Marmon, for the aircraft. Under the agreement, Marmon Group provides aircraft management services, maintenance and other aviation support services for the aircraft. In exchange for such services, Rosemont Project Management is obligated to pay Marmon Group a service fee of $60,000 per month for up to a maximum of 70 flight hours per month. For all flight hours over 70 per month, Rosemont Project Management and Marmon Group have agreed to negotiate, in good faith, a reasonable hourly rate. In

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addition to the service fee, Rosemont Project Management is also obligated to reimburse Marmon Group for specified direct costs and expenses incurred with respect to any flight. Under the agreement, Marmon Group also historically obtained and maintained on Rosemont Project Management’s behalf, and at Rosemont Project Management’s expense, customary casualty and liability insurance covering the aircraft and operation of the aircraft. This insurance is now obtained from a third party. The agreement terminated on March 18, 2008. Following the termination of the prior agreement, in March 2008, Rosemont Project Management entered into a new aircraft administrative and flight services agreement with Marmon Group for the aircraft on similar terms. This new aircraft administrative and flight services agreement terminates on March 18, 2010, unless terminated earlier. In 2008 and 2007, Rosemont Project Management made aggregate payments of $2,711,862 and $4,334,630, respectively, to Marmon Group under these agreements.

Interchange Agreement

In August 2008, Rosemont Project Management and Marmon Group entered into an interchange agreement with respect to the aircrafts owned by them. Subject to the terms and conditions of the agreement, each party has agreed to provide the use of its aircraft and operate interchange flights for the convenience of the other party. The parties intend to lease their aircraft to one another on an equal time basis. Use of Rosemont Project Management’s aircraft by Marmon Group requires our executive chairman’s approval, and use of Marmon Group’s aircraft by Rosemont Project Management requires the approval of Marmon Group’s chief executive officer. No charge, assessment or fee is to be made by either party for use of its aircraft under the agreement. The agreement has a one year term, unless earlier terminated by written notice. Additionally, the agreement may be extended for up to 180 days past the initial term by the party which has used fewer hours of the other party’s aircraft to enable such party to use the other party’s aircraft to equalize the number of flight hours used.

Gulfstream 200 Aircraft—Navigator Investments, LLC

In January 2006, we and certain other parties entered into a time sharing agreement with Navigator Investments, LLC, a wholly-owned subsidiary of Classic Residence, under which Navigator Investments agreed to lease to us and such other parties on a time sharing basis their Gulfstream 200 and flight crew for a flight fee equal to the “Direct Cost Rate” published annually by Conklin & de Decker for operating a Gulfstream 200 aircraft for the applicable flight time. In no event does the amount reimbursed for a flight ever exceed the amount authorized by Federal Aviation Regulation Part 91.501(d)(1)-(10). In July 2009 this agreement was terminated. Following this termination, in July 2009, we entered into a new time sharing agreement with Navigator Investments on similar terms. The time sharing agreement terminates on December 31, 2012. In 2008, 2007 and 2006, we made aggregate payments of $360,873, $228,653 and $178,418, respectively, to Navigator Investments for use of the aircraft.

2007 Stockholders’ Agreement

In connection with the issuance and sale of 100,000 shares of our Series A Convertible Preferred Stock to GS Sunray Holdings, L.L.C. (GSSH) and GS Sunray Holdings Parallel, L.L.C. (GSSHP and collectively, the Goldman Sachs Funds), affiliates of Goldman Sachs & Co., and the execution of the Subscription Agreement, we entered into the 2007 Stockholders’ Agreement with Madrone, the Goldman Sachs Funds and an additional investor that provides for certain rights and obligations of these stockholders, including the following:

Transfer Restrictions

Other than with respect to the 12,236,551 shares of common stock received by such stockholders in the May 2009 private placement transaction, these stockholders are restricted from transferring any shares of our common stock held by them, except to us, their affiliates (with the prior

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written consent of our board of directors), in limited amounts over specified time periods as described below and as otherwise permitted pursuant to the terms of the agreement. Subject to the rights of first refusal and “drag along” rights described below and provided that such transfers are accomplished by way of a broad distribution sale, following the consummation of this offering, each stockholder party to the 2007 Stockholders’ Agreement may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A Convertible Preferred Stock to unaffiliated third parties during each 365-day period beginning on the three and one-half, four and one-half and five and one-half year anniversaries of the consummation of this offering. In addition, following the consummation of this offering, subject to the rights of first refusal and “drag along” rights described below, each of such stockholders may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A Convertible Preferred Stock to unaffiliated third parties (1) at any time following the end of the first calendar year during which the “existing stockholders” (as described below) owned less than 25% of our common stock at any time during such year or (2) at any time following both (a) the second anniversary of the issuance of common stock to the relevant stockholders under the Subscription Agreement or the issuance of common stock upon conversion of the Series A Convertible Preferred Stock and (b) the first date on which the applicable market value exceeds 165% of the gross price per share at which the common stock was first traded in connection with this offering; provided that such transfers are accomplished by way of an underwritten public offering or in an otherwise broad distribution sale. The term “existing stockholders” is defined in the agreement to mean (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and their spouses, (ii) trusts for the benefit of such persons and/or (iii) affiliates of any such persons listed in clauses (i) and (ii). Subject to the rights of first refusal and “drag along” rights described below, the transfer restrictions set forth in the 2007 Stockholders’ Agreement expire at 11:59 p.m. (Central time) on the day after the date that is five and one-half years following the consummation of this offering.

Notwithstanding the foregoing, and subject to the rights of first refusal and “drag along” rights described below, following the consummation of this offering, in the event that any “initial holder” (as described below) transfers all or any portion of the shares of common stock held by such initial holder as of August 28, 2007 (other than pursuant to certain permitted transfers), each stockholder party to the 2007 Stockholders’ Agreement may transfer up to a pro rata portion of such stockholder’s common stock; provided, however, that in any 365-day period or calendar year in which such stockholder is permitted to transfer shares of common stock pursuant to the terms described in the preceding paragraph, such stockholder’s right to transfer a pro rata portion of its common stock shall apply only to the extent that the aggregate number of shares of common stock held by initial holders as of August 28, 2007 held at the commencement of such 365-day period or calendar year by initial holders and transferred by initial holders in such 365-day period or calendar year, as a percentage of the aggregate number of shares of common stock held by the initial holders as of August 28, 2007 at the commencement of such 365-day period or calendar year, exceeds the maximum percentage of such stockholder’s shares of common stock that such stockholder is permitted to sell in such 365-day period or calendar year (as described in the preceding paragraph), with the result that only such excess number of shares of common stock held by the initial holders as of August 28, 2007 and transferred by the initial holders will be taken into account in determining such stockholder’s pro rata portion eligible for transfer. The rights described in this paragraph expire at 11:59 p.m. (Central time) on the day after the date that is five and one-half years following the consummation of this offering. The term “initial holder” is defined in the agreement to mean (i) any of Mr. Thomas J. Pritzker, Ms. Penny Pritzker and/or Ms. Gigi Pritzker Pucker or (ii) trusts for the benefit of these individuals and/or for the benefit of their respective spouses and/or lineal descendants.

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authority, as determined by our board of directors in its reasonable discretion, (2) any common stock to an aggregator (meaning a person who is required to file a Schedule 13D under the Exchange Act disclosing an interest other than for investment), (3) any common stock to a competitor of ours engaged in one or more of the hospitality, lodging and/or gaming industries or (4) any common stock that would cause a stockholder to violate any provision of the agreement. Such restrictions are qualified by the “actual knowledge” of the transferring stockholder in the case of transfers pursuant to an underwritten public offering or a broad distribution sale.

Right of First Refusal

Following the consummation of this offering, in the event that the number of shares of common stock proposed to be transferred by a stockholder party to the 2007 Stockholders’ Agreement and its affiliates together with any shares of common stock then proposed to be transferred by the other stockholders party to the 2007 Stockholders’ Agreement and their affiliates exceeds 2% of the then outstanding shares of common stock, then prior to consummating the sale of common stock to a third-party purchaser, such stockholder or stockholders shall offer to transfer the common stock to us at the applicable market value (as defined in the 2007 Stockholders’ Agreement). If we do not accept the offer within a specified period of time, such stockholder or stockholders may transfer the shares of common stock to the third-party purchaser as long as such transfer occurs within the time periods specified in the 2007 Stockholders’ Agreement and on terms and conditions no more favorable in the aggregate than offered to us.

“Drag-Along” Right

In connection with a “change of control” (as defined in the 2007 Stockholders’ Agreement) transaction, we have the right to require each stockholder party to the 2007 Stockholders’ Agreement to participate in such change of control transaction on the same terms, conditions and price per share of common stock as those applicable to the other holders of our common stock. In addition, upon our request, the stockholders party to the 2007 Stockholders’ Agreement have agreed to vote in favor of such change of control transaction or similar transaction, and we have the right to require each stockholder party to the 2007 Stockholders’ Agreement to vote for, consent to and raise no objection to any such transaction.

“Tag-Along” Right

Subject to the fiduciary duties of our board of directors, we have agreed that we will not agree to consummate a change of control transaction with respect to which the stockholders party to the 2007 Stockholders’ Agreement are not given the right to participate on the same terms, conditions and price per share of common stock as those applicable to the other holders of our common stock.

Preemptive Rights

Each stockholder party to the 2007 Stockholders’ Agreement has the right to purchase such stockholder’s pro rata share of any new shares of common stock, or any other equity securities, that we may propose to sell and issue on comparable terms by making an election within the time periods specified in the 2007 Stockholders’ Agreement, subject to certain excluded securities issuances described in the 2007 Stockholders’ Agreement, including shares issued pursuant to equity compensation plans adopted by our board of directors and the issuance of shares of our common stock in a public offering. If not all stockholders elect to purchase their full preemptive allocation of new securities, then we will notify the fully-participating stockholder of such and offer them the right to purchase the unsubscribed new securities.

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Voting Agreement

Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J. Pritzker is no longer our chairman, each stockholder party to the 2007 Stockholders’ Agreement has agreed to vote all of their shares of common stock consistent with the recommendations of a majority of our board of directors with respect to all matters. Prior to the consummation of this offering, the stockholders party to the 2007 Stockholders’ Agreement own in the aggregate 50,224,176 shares, or approximately 14.9%, of our outstanding common stock. Following the consummation of this offering, such stockholders will own in the aggregate shares of Class B common stock, or approximately % of the outstanding shares of our common stock and approximately % of the total voting power of our outstanding common stock.

Designation of Directors to the Board

Under the 2007 Stockholders’ Agreement, each of Madrone GHC and the Goldman Sachs Funds has the right to designate, and the board will appoint, one representative to the board. Mr. Penner is Madrone GHC’s designee and Mr. Friedman is the Goldman Sachs Fund’s designee. These rights to designate representatives for appointment to the board terminate immediately prior to the consummation of this offering, however, Mr. Penner and Mr. Friedman will continue to serve as directors until their successors are duly elected by the holders of our common stock.

Access to Information

For so long as GS Sunray Holdings Parallel, L.L.C. owns any shares of common stock, we have agreed that GS Capital Partners VI Parallel, L.P. or its representatives may examine our books and records and visit and inspect our facilities and may reasonably request information at reasonable time and intervals concerning the general status of our financial condition and operations. Additionally, on reasonable prior notice, GS Capital Partners VI Parallel, L.P. or its representatives may discuss our business operations, properties and financial and other conditions with our management, independent accountants and investment bankers. In no event shall we be required to provide access to any information that we reasonably believe would constitute attorney/client privileged communications or would violate any securities laws.

Standstill

Under the 2007 Stockholders’ Agreement, each stockholder party to the 2007 Stockholders’ Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly:

effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries’ securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders’ Agreement), or rights or options to acquire any of our or our subsidiaries’ securities (or beneficial ownership thereof), or any of our or our subsidiaries’ or affiliates’ assets, indebtedness or businesses, (b) any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our

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affiliates’ voting securities. For this purpose, the term “affiliates” means our affiliates primarily engaged in the hospitality, lodging and/or gaming industries;

form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to us where such group seeks to acquire any of our equity securities;

otherwise act, alone or in concert with others, to seek representation on or to control or influence our or our subsidiaries’ management, board of directors or policies;

take any action which would or would reasonably be expected to force us to make a public announcement regarding any of the types of matters set forth in the first bullet point above;

own more than 12% of the issued and outstanding common stock, unless such ownership arises as a result of any action not taken by or on behalf of such stockholder or a related person of such stockholder; or

request that we or any of our representatives, directly or indirectly, amend or waive any of the foregoing provisions.

Each stockholder party to the 2007 Stockholders’ Agreement has also agreed that, if at any time during the period such stockholder is subject to the foregoing provisions, such stockholder is approached by any third party concerning its participation in any transaction or proposed transaction involving the acquisition of all or any portion of the assets, indebtedness or securities of, or any business of, ours or any of our subsidiaries, such stockholder will promptly inform us of the nature of such transaction and the parties involved.

Termination

The 2007 Stockholders’ Agreement terminates (1) with respect to any individual stockholder, on the first date when such stockholder no longer holds any shares of common stock and (2) in its entirety, upon the first to occur of all of our equity securities being owned by a single person or the agreement in writing by us and each stockholder party to the 2007 Stockholders’ Agreement.

Other Transactions with Goldman, Sachs & Co. and its Affiliates

We paid Goldman, Sachs & Co. $1,543,898 in 2008 and $19,254,065 in 2007 for investment banking and advisory services provided to us. Mr. Richard A. Friedman, one of our directors, is a partner and managing director of Goldman, Sachs & Co.

In September 2008, Goldman, Sachs & Co. assigned to us their interests and obligations under a United Center Suite License Agreement related to a private suite box at the United Center in Chicago, Illinois. The use of the suite box and costs under the license agreement are shared equally with a third party. In 2008, we paid a license fee of $90,849 and a security box deposit of $87,500. The license fee periodically adjusts to reflect increases in the Consumer Price Index. The license term expires on August 31, 2012.

Hyatt Corporation, our wholly-owned subsidiary, has partnered with W2007 Finance Sub, LLC and Whitehall Parallel Global Real Estate Limited Partnership 2007 (the Whitehall entities), to form W2007 Waikiki Holdings, LLC (the Waikiki joint venture) for the purpose of acquiring, owning and operating the Hyatt Regency Waikiki Beach Resort & Spa. The Whitehall entities are both affiliates of The Goldman Sachs Group, Inc., the parent of Goldman, Sachs & Co. Mr. Richard A. Friedman, one of our directors, is the head of the Merchant Banking Division of Goldman, Sachs & Co. and the chairman of the Corporate Investment Committee of the Merchant Banking Division. The Whitehall entities are the managing members of the Waikiki joint venture, collectively owning 90.01% of its ownership interests. Hyatt Corporation owns the remaining 9.99% of the ownership interests in the Waikiki joint

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venture. In June 2007, Hyatt Corporation acquired 500 shares of non-voting, redeemable preferred stock of the predecessor to W2007 WKH Hotel TRS, Inc., a subsidiary of the Waikiki joint venture. The redeemable preferred shares accrue dividends at a rate per annum equal to 6% of $500,000. Such dividends will continue to accrue until W2007 WKH Owner, LLC redeems the shares of preferred stock in exchange for an aggregate payment to Hyatt Corporation of $500,000. In July 2008, W2007 WKH Owner, LLC acquired ownership of the Hyatt Regency Waikiki Beach Resort & Spa and neighboring Kings Village retail center. In connection with the acquisition, in July 2008, SDI, Inc., our wholly-owned subsidiary, provided a loan in the amount of $277,500,000 to W2007 WKH Senior Borrower, LLC, a subsidiary of the Waikiki joint venture. Interest accrues on the loan at a rate per annum equal to the 30-day LIBOR plus 3.75%. The loan is first priority and is secured by real property interests held in the hotel and retail center by W2007 WKH Owner, LLC and other subsidiaries of the Waikiki joint venture. The loan has a stated maturity date of July 2010 with three, one-year options to extend through 2013. In July 2008, Hyatt Corporation entered into a management agreement with W2007 WKH Hotel TRS, Inc., pursuant to which we manage the hotel. In exchange for the management services provided, W2007 WKH Hotel TRS, Inc. pays us a base fee and an incentive fee. The base fee is calculated as a percentage of gross revenues, and the incentive fee is calculated as a percentage of adjusted gross operating profit exceeding certain amounts. The agreement expires in 2047. In 2008 we received interest payments of $7,051,998 in connection with this financing. In 2008, W2007 WKH Hotel TRS, Inc. made payments of $3,252,279 to us pursuant to the management agreement .

Prior to October 2006, our wholly-owned subsidiary, AmeriSuites Franchising, Inc. franchised 18 AmeriSuites hotels that were owned and operated by Equity Inns TRS Holdings, Inc. or certain of its subsidiaries (collectively referred to as ENN). In October 2006, our wholly-owned subsidiaries, Select Hotels Group, L.L.C., Hyatt Place Franchising, L.L.C. and AmeriSuites Franchising, Inc. entered into a master agreement with Equity Inns pursuant to which the parties agreed to convert the hotels to Hyatt Place hotels. On October 25, 2007, Equity Inns was acquired by affiliates of Whitehall Street Global Real Estate Limited Partnership 2007, and ownership of the hotels was transferred to W2007 Equity Inns Realty, LLC, also an affiliate of Whitehall, which expressly assumed Equity Inns’ obligations under the master agreement. As a result of the change of control in the ownership structure for these hotels, in 2007, Equity Inns paid us $135,000 in transfer fees in relation to the existing AmeriSuites franchise agreements and W2007 Equity Inns Realty, LLC paid us $670,800 in new application fees pursuant to the new Hyatt Place franchise agreements. Fifteen of the hotels completed conversion to Hyatt Place and executed new Hyatt Place franchise and management agreements in late 2007 and early 2008. The hotels paid us franchise and management fees as well as reimbursement of payroll costs, fees for shared services and the national advertising fund under existing AmeriSuites franchise and management agreements until their respective conversions. Following their respective conversion dates and until January 30, 2009, these hotels paid us franchise and management fees pursuant to Hyatt Place franchise and management agreements. On January 30, 2009, the parties terminated the management agreements, and since then Archon Group, L.P., an affiliate of Whitehall, has managed these properties. We continue to receive franchise fees pursuant to the Hyatt Place franchise agreements. We paid Equity Inns a total of $3,451,280 representing performance payments, net of amounts received and cost reimbursements due to us, under these agreements for the period between October 25, 2007 and December 31, 2007. In 2008, Equity Inns paid us a total of $14,957,618 under these agreements.

On January 11, 2008, W2007 MVP St. Louis, LLC, an affiliate of Whitehall, entered into an agreement with Hyatt Corporation to manage the Hyatt Regency St. Louis Riverfront hotel. In 2008, W2007 MVP St. Louis, LLC made payments of $1,584,850 to us pursuant to the management agreement.

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Tax Separation Agreement

Prior to the June 2004 Transaction, H Group, Hyatt Corporation, Classic Residence and their respective subsidiaries were members of a consolidated group and were included in the consolidated federal income tax return as well as various consolidated or combined state, local and foreign tax returns filed by H Group. As a result of the June 2004 Transaction, Hyatt Corporation and Classic Residence ceased to be members of the H Group consolidated group and following the contribution of stock of Hyatt Corporation to us, Hyatt Corporation became a member of our consolidated group and became included in the consolidated federal and certain other consolidated or combined state, local and foreign income tax returns filed by us.

In connection with the June 2004 Transaction, on June 30, 2004, H Group, Hyatt Corporation, Classic Residence and their respective direct and indirect subsidiaries entered into a tax separation agreement. In general, H Group agreed to indemnify Hyatt Corporation, Classic Residence and their subsidiaries against: (i) taxes of the members of H Group’s group prior to the June 2004 Transaction; (ii) taxes attributable to the June 2004 Transaction and related transactions; and (iii) liabilities of certain members of H Group’s group prior to the June 2004 Transaction under the consolidated return rules or similar rules.

In general, Hyatt Corporation agreed to indemnify H Group, Classic Residence and their respective subsidiaries following the June 2004 Transaction against: (i) Hyatt Corporation group’s share of H Group’s taxes for the year of the June 2004 Transaction, calculated as if the Hyatt Corporation group was a separate group for that year; (ii) Hyatt Corporation’s post-June 2004 Transaction taxes; (iii) final audit adjustments in periods prior to the June 2004 Transaction attributable to Hyatt Corporation’s group members; and (iv) certain specific pre-June 2004 Transaction tax matters.

In general, Classic Residence agreed to indemnify H Group, Hyatt Corporation and their respective subsidiaries following the June 2004 Transaction against: (i) Classic Residence group’s share of H Group’s taxes for the year of the June 2004 Transaction, calculated as if the Classic Residence group was a separate group for that year; (ii) Classic Residence’s post-June 2004 Transaction taxes; and (iii) final audit adjustments in periods prior to the June 2004 Transaction attributable to Classic Residence’s group members.

The tax separation agreement also addresses other tax related matters, including the preparation and filing of returns, tax contests and refunds.

H Group agreed to prepare and file all income tax returns for periods prior to the June 2004 Transaction and periods that include the June 2004 Transaction. Hyatt Corporation and Classic Residence each agreed to prepare and file their own income tax returns for periods beginning after the June 2004 Transaction.

The parties agreed that Hyatt Corporation will control and represent the parties’ interests in any tax audit or similar proceeding related to tax periods ending on or before or including the June 2004 Transaction and do so in consultation with H Group or Classic Residence with respect to issues that impact them. Hyatt Corporation’s settlement of such issues requires H Group’s or Classic Residence’s reasonable consent.

H Group is entitled to refunds and other tax benefits from periods prior to the June 2004 Transaction, provided H Group reimburses Hyatt Corporation and Classic Residence for any refunds or tax benefits attributable to the Hyatt Corporation or Classic Residence group members, as applicable, resulting from settlements of audits for periods prior to the June 2004 Transaction. Refunds for tax periods that include the June 2004 Transaction will be allocated in a way that is consistent with how taxes for such periods are allocated. If H Group realizes a tax benefit with respect to deductions

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associated with payment obligations assumed from Hyatt Corporation in connection with the June 2004 Transaction, then H Group will pay the amount of such tax benefit to Hyatt Corporation.

Pursuant to the tax separation agreement, Hyatt Corporation advanced H Group $32 million in July 2005. H Group repaid Hyatt Corporation $3.2 million in 2005, $2.9 million in 2006 and $15.7 million in 2007. The remaining $10.2 million was treated as a distribution made by Hyatt Corporation to H Group immediately prior to the June 2004 Transaction. Hyatt Corporation paid H Group $16.3 million in 2007 for separate amounts owed under the tax separation agreement. Hyatt Corporation currently owes H Group approximately $4.4 million plus interest under the tax separation agreement for amounts effectively settled with taxing authorities.

In connection with the June 2004 Transaction, H Group assumed liability for future payment of $101.7 million that Hyatt Corporation owed to a third party. In accordance with U.S. federal income tax laws, while H Group makes the payments related to these liabilities, we retain the tax benefits, and in each of 2008, 2007 and 2006 recorded tax deductions of $7.8 million for payments made by H Group.

In connection with the June 2004 Transaction, H Group also assumed Hyatt Corporation’s benefit liabilities of $27.7 million under the RDICP and SERP with respect to certain former and retired employees of Hyatt Corporation. While H Group retains the liability for such payments, we retain the tax benefits. In 2008, 2007 and 2006, we recorded tax deductions of $4.0 million, $4.1 million and $3.9 million, respectively.

HGMI Gaming, Inc. Transition Services Agreement

In connection with the June 2004 Transaction, on June 30, 2004, Hyatt Corporation entered into a transition services agreement with HGMI pursuant to which Hyatt Corporation agreed to provide certain transition services, including human resources, payroll, employee benefits, accounting, financial, legal, tax, software and technology, call center and reservation, purchasing, travel, insurance and treasury banking services, to allow HGMI to develop the internal resources and capabilities to arrange for third-party providers for such services. This transition services agreement was extended on February 12, 2008 by a letter agreement, pursuant to which we agreed to continue to provide certain employee benefit services to HGMI for an annual fee of $36,000, which fee will be increased by 4% each year. In addition, HGMI agrees to reimburse us for all fees and other out-of-pocket expenses incurred. The HGMI agreement continues until terminated by advance written notice by either party. In 2008, 2007 and 2006, HGMI made payments to us of $47,024, $93,328 and $32,660, respectively, under the transition services agreement.

Employee Benefits Agreement

In connection with the June 2004 Transaction, on July 1, 2004, Hyatt Corporation entered into an employee benefits and other employment matters allocation and separation agreement with HGMI, H Group, HCC and Grand Victoria Casino & Resort, L.P., a company principally owned by Pritzker family business interests, pursuant to which we continue to provide administrative services to the parties. The services include, coordinating third-party administration for retirement plans, coordinating third-party administration for health and dental plans, providing claims administration for unemployment insurance claims, and for a short period of time, payroll services. The parties agree to reimburse each other for any costs or expenses incurred in connection with any of the plans which are the responsibility of the other party. In 2008 and 2006, H Group made payments of $6,310,055 and $10,549, respectively, to us under the agreement.

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Transactions Related to the Nassau Veterans Memorial Coliseum

Facility Management of New York, Inc., formerly known as Hyatt Management Corporation of New York, Inc., entered into an indenture agreement with the County of Nassau to lease and operate the Nassau Veterans Memorial Coliseum. As part of the lease agreement, the County of Nassau assigned to Facility Management of New York, Inc. an agreement with Nassau Sports, the sole owner of the New York Islanders, a National Hockey League team, for the lease of certain spaces within the Nassau Veterans Memorial Coliseum. At the time of the agreement, Facility Management of New York, Inc. was entirely owned by us. Pursuant to this agreement, we agreed to guarantee the obligations of Facility Management of New York, Inc. to the County of Nassau for up to $1,000,000. The lease was assigned to SMG, formerly known as Spectacor Management Group, which at the time was a wholly-owned subsidiary of H Group. Our obligation to indemnify the County of Nassau continued despite the assignment. In 2007, SMG was acquired by a third-party acquirer. As a condition to the acquisition, SMG agreed to indemnify us for any losses up to $750,000 arising out of or in connection with our obligations under the lease agreement. This indemnification is supported by a $750,000 letter of credit. A third-party, 50% partner in SMG, in order to facilitate the acquisition of SMG by the third-party acquirer, also agreed to indemnify us for 50% of any losses suffered under the lease obligation. The lease expires on January 31, 2015 and may be extended. However, SMG has agreed not to extend or renew the lease agreement unless we would have no obligations whatsoever under the guaranty in the lease agreement.

Registration Rights

After this offering, GS Sunray Holdings Subco I, L.L.C., GS Sunray Holdings Subco II, L.L.C., GS Sunray Holdings Parallel Subco, L.L.C., Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC and their respective transferees will be entitled to certain “long-form” (Form S-1) demand, “short-form” (Form S-3) demand and “piggyback” registration rights, subject to lock-up arrangements. For additional information, see “Description of Capital Stock—Registration Rights.”

Other Agreements, Transactions and Arrangements

A partner of Latham & Watkins LLP, Michael A. Pucker, is the brother-in-law of Mr. Thomas J. Pritzker. In 2008, 2007 and 2006, we made aggregate payments of $5,762,334, $4,534,125, $1,672,984, respectively, to Latham & Watkins LLP for legal services.

In 2008, 2007 and 2006, Northridge Industries, Inc., our wholly-owned subsidiary made payments of $25,830, $11,095 and $5,001, respectively, to PRG for administrative and investment management services.

In 1998, one of our subsidiaries and Canadian Torvan Realty, L.P., an entity owned by certain Pritzker family business interests, transferred depreciable property and a leasehold interest in land and buildings, which constitute the Hyatt Regency Hotel in Vancouver, B.C., to our subsidiary, Hyatt Equities, L.L.C. In connection with this transfer, the Canadian Revenue and Customs Agency allowed the transferors to defer the tax on the income that would have otherwise been realized until any one of a number of events, as set forth in the agreement, causes the liability to become payable. This tax deferral, however, was subject to, among other things, the guarantee by Hyatt Equities of the tax liabilities to the extent they become payable under the agreement. The potential future tax liability of the other Pritzker family business interests is CAD 6.8 million ($5.9 million based on June 30, 2009 foreign exchange rates).

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Related Party Transactions No Longer In Effect

Repurchases of Common Stock

On August 22, 2007, our wholly-owned subsidiary, AIC, borrowed $730 million from Diversified Capital pursuant to the terms of a promissory note. The outstanding indebtedness under the promissory note accrued interest at a rate per annum equal to 5.5% compounded annually. On August 22, 2007, AIC used the proceeds from the loan plus cash on hand to purchase approximately 24,271,808 shares of our common stock owned by three wholly-owned subsidiaries of Marmon for an aggregate purchase price of $745,387,230. On September 25, 2007, AIC repaid Diversified Capital the full $730 million in outstanding indebtedness as well as $3,740,000 in accrued and unpaid interest on the loan. On October 22, 2007, we purchased the 24,271,808 shares of our common stock from AIC for a purchase price of $745,387,230.

On August 31, 2007, we offered to purchase, on a pro rata basis, up to 8,290,875 shares of our common stock from all common stockholders of record on August 27, 2007 at a price per share of $30.71. On September 14, 2007, we purchased a total of 8,290,875 shares of our common stock for an aggregate purchase price of $254,612,770 from certain Pritzker family business interests.

On October 2, 2007, we offered to purchase, on a pro rata basis, up to 3,256,269 shares of our common stock from all common stockholders of record on October 2, 2007 at a price per share of $30.71. On October 17, 2007, we purchased a total of 3,256,268 shares of our common stock for an aggregate purchase price of $100,000,000 from Pritzker family business interests.

Loan Guarantee

In connection with the sale by Pritzker family business interests of their interests in Timber Products Co. Limited Partnership (14.2% of which was indirectly owned by AIC) to a third party on August 31, 2004, AIC, severally but not jointly, guaranteed the payment when due of a loan in the principal amount of $29.8 million made by Diversified Capital to such third party in connection with such third party’s purchase of Timber Products. AIC’s share of the guarantee was based on 16.2% of the obligations. On September 30, 2008, Diversified Capital sold a 16.2% interest in the note evidencing the loan to AIC for an aggregate purchase price of $2,774,076. Subsequently, on September 30, 2008, AIC sold its 16.2% interest in the note plus accrued interest to TP-AIC, L.L.C. for an aggregate purchase price of $2,774,076. Pritzker family business interests own all of the outstanding membership interests in TP-AIC, L.L.C. On September 30, 2008, following such sale, Diversified Capital released AIC from all of its obligations under the guarantee. No claims were made against AIC under the guarantee.

Agreements Relating to the Hyatt Center

In connection with the construction of the Hyatt Center, we provided construction management services to PRG for which they paid us $300,000 in 2006. PRG managed the overall build-out of the space we lease.

Mr. Nicholas J. Pritzker, a former director, from time to time provides services to H Group and TPO, and previously maintained a business office in the Hyatt Center leased by us. As a result, H Group and TPO paid a portion of the occupancy and operation costs related to this office space. In 2008, H Group and TPO paid us $545,190 and $164,212, respectively, for their share of these office costs from 2005 through 2007. This agreement was terminated in April 2009.

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License Agreements

Agreements Related to Transfer and License Back of “Classic Residence by Hyatt” Trademark and Service Mark

On June 30, 2004, Hyatt Corporation and Classic Residence Management Limited Partnership (CRM) entered into an Agreement and Consent Regarding Use of Trademark to, among other things, confirm the status of the “Classic Residence by Hyatt” trademark and service mark, and in particular, that they were owned by CRM in the United States. Under a License Agreement, dated as of June 30, 2004, between Hyatt Corporation and Classic Residence (the 2004 License Agreement), we licensed to Classic Residence the right to use the name “Classic Residence by Hyatt” in connection with the business of Classic Residence and its subsidiaries outside of the United States and the word “Hyatt” and variations thereof, and all trademarks, logos, trade names, service marks or copyrights owned by Hyatt Corporation. In 2008, 2007 and 2006 Classic Residence made payments to us of $5,000, $10,000 and $5,000, respectively, under the 2004 License Agreement.

On December 31, 2008, the 2004 License Agreement and the Agreement and Consent Regarding Use of Trademark were terminated. Also on December 31, 2008, CRM sold its right, title and interest in the trademark and service mark “Classic Residence by Hyatt” to H Mark, L.L.C. and IHE, INC. At the time of the purchase, the members of H Mark were U.S. situs Pritzker family business interests. IHE is controlled by certain non-U.S. situs Pritzker family business interests. Immediately following such purchase, the members of H Mark contributed and assigned their membership interests in H Mark, and IHE contributed and assigned its undivided interest in the “Classic Residence by Hyatt” trademark and service mark and in the December 31, 2008 purchase agreement with CRM to us, in each case as a capital contribution and for no additional consideration. Following such capital contribution, we contributed and assigned (1) the membership interests in H Mark and (2) the former IHE interest in the “Classic Residence by Hyatt” trademark and service mark and the December 31, 2008 purchase agreement to our subsidiary, Hyatt Corporation. Subsequently, on December 31, 2008, H Mark merged into Hyatt Corporation. Following the merger, Hyatt Corporation entered into a License Agreement with Classic Residence as described in “—Current Relationships and Related Party Transactions—License Agreement with CC-Development Group, Inc.” above.

License Agreement with HGMI Gaming, Inc.

In June 2004, HGMI entered into a License Agreement with Hyatt Corporation, under which we granted HGMI a limited, non-exclusive right to use Hyatt trademarks, logos, trade names, service marks and copyrights, including the name “Hyatt.” In exchange for this right, HGMI paid us a license fee of $10,000 per calendar quarter. In 2008, 2007 and 2006, HGMI made payments of $50,000, $30,000 and $40,000, respectively, to us under this agreement. This agreement was terminated in March 2009.

Agreements with HGMI Gaming, Inc. and Related Entities

Grand Victoria Casino & Resort (Rising Sun, Indiana) Master Subcontract Agreement

HGMI manages the Grand Victoria Casino & Resort complex in Rising Sun, Indiana, which is owned by Grand Victoria Casino and Resort L.P. (GVCR). A subsidiary of HGMI is the general partner and Pritzker family business interests own the majority of the limited partnership interests in the limited partnership that is the general partner and 80% owner of GVCR. In January 1996, Hyatt Corporation entered into a Management Subcontract with HGMI, under which we provided “chain services,” such as food and beverage, personnel and other operational departmental supervision and control services, centralized reservations services and advertising, publicity and public relations services, and certain Hyatt system centrally provided services, such as marketing, employee benefits and computer services, for this property. HGMI was obligated to reimburse us for the hotel’s pro rata share of

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allocable chain expense and Hyatt systems costs. GVCR made payments of $257,477 and $241,832 in 2008 and 2007, respectively, and HGMI made payments of $321,021 in 2006 to us for services provided under this agreement. This agreement was terminated on December 31, 2008.

Mendoza, Argentina Casino

Nuevo Plaza Hotel Mendoza Limited, S.A., our indirect 50% owned subsidiary, developed and owned a casino located at the Park Hyatt Mendoza Hotel in Mendoza, Argentina. In February 2000, Nuevo Plaza Hotel Mendoza Limited entered into a Casino Management Agreement with Regency Casinos (Mendoza) Limited, which at the time the agreement was entered into, was an indirect subsidiary of HGMI. Under the agreement, Regency Casinos (Mendoza) Limited managed and operated the casino. In exchange for these services, Nuevo Plaza Hotel Mendoza Limited pays Regency Casinos (Mendoza) Limited a fee equal to a percentage of the gross operating profits of the casino. The agreement expires at the earlier of the expiration of the gaming license (following any renewals) or midnight on December 31, 2020. In 2007, HGMI sold Regency Casinos (Mendoza) Limited to a third party. In 2007 and 2006, Nuevo Plaza Hotel Mendoza Limited, S.A made payments of $1,299,099 and $1,171,055, respectively, to Regency Casinos (Mendoza) Limited under this agreement.

Dorado Beach Hotel and Resort and Hyatt Regency Cerromar Hotel Management Agreement and Conversion Costs

In January 1985, our wholly-owned subsidiary, Hyatt Hotels of Puerto Rico, Inc., entered into a management agreement with Dorado Beach Hotel Corporation (Dorado Beach), an entity 100% indirectly owned by Pritzker family business interests, pursuant to which we managed and operated two Dorado Beach hotel properties, the Dorado Beach Hotel and Resort and the Hyatt Regency Cerromar Hotel. In exchange for these services, Dorado Beach paid us a management fee equal to 2% of the annual gross receipts for each fiscal year. In 2006, Dorado Beach made payments to us of $510,634 pursuant to the terms of the management agreement. The Hyatt Regency Cerromar Hotel closed in 2003 and the Dorado Beach Hotel and Resort closed in 2006. From 2003 through 2006, we incurred various costs related to determining the feasibility of converting the Hyatt Regency Cerromar Hotel to be part of our existing Hyatt Vacation Club property located in Puerto Rico. In 2007, Dorado Beach made payments to us of $1,574,562 and Cerromar Beach Resort, LLC made payments to us of $14,077 to reimburse us for these costs. Cerromar Beach Resort, LLC is 100% indirectly owned by Pritzker family business interests. The project was ultimately not pursued and the Hyatt Regency Cerromar Hotel and the Dorado Beach Hotel and Resort were sold to a third party on December 7, 2007.

Agreements Related to August 2007 Financing Transaction, Repurchase of Notes and Early Settlement of Subscription Agreement

Series A Convertible Preferred Stock

In August 2007, we sold an aggregate of 100,000 shares of Series A convertible preferred stock, par value $0.01 per share, to the Goldman Sachs Funds, for $500,000,000. On May 13, 2009, the 100,000 shares of Series A convertible preferred stock were converted into approximately 16,281,342 shares of common stock. Richard A. Friedman, one of our directors, is a partner and managing director of Goldman, Sachs & Co.

5.84% Senior Subordinated Notes due 2013

In August 2007, we sold $500,000,000 aggregate principal amount of 5.84% Senior Subordinated Notes due September 1, 2013 (2013 Notes) to Madrone Capital, LLC (Madrone). Gregory B. Penner, one of our directors, was manager of Madrone and is the brother-in-law of an executive vice president of TPO. In December 2007, the Goldman Sachs Funds acquired $75,000,000 aggregate principal amount of Madrone’s 2013 Notes and an equivalent amount of Madrone’s obligations under the

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Subscription Agreement described below. In 2007, 2008 and 2009, we made aggregate interest payments to Madrone under the 2013 Notes of $7,543,333, $24,820,000 and $11,169,000, respectively. In 2008 and 2009, we made aggregate interests payments to the Goldman Sachs Funds under the 2013 Notes of $4,380,000 and $1,971,000, respectively.

On May 13, 2009, we repurchased from Madrone $425,000,000 aggregate principal amount of 2013 Notes for an aggregate purchase price of $479,700,199, consisting of a $425,000,000 payment of principal and $54,700,199 in make-whole interest payments and early settlement premiums. We also repurchased from the Goldman Sachs Funds an aggregate of $75,000,000 principal amount of 2013 Notes for an aggregate purchase price of $84,652,976, consisting of a $75,000,000 payment of principal and $9,652,975 in make-whole interest payments and early repurchase settlement premiums.

Subscription Agreement

In August 2007, we entered into a Subscription Agreement with Madrone, under which Madrone agreed to purchase in September 2011, or earlier upon the occurrence of a change of control or an initial public offering, a variable number of shares of our common stock for $500,000,000. In connection with the sale of $75,000,000 aggregate principal amount of 2013 Notes to the Goldman Sachs Funds in December 2007, the Goldman Sachs Funds also assumed $75,000,000 of Madrone’s obligations under the Subscription Agreement. Each of Madrone and the Goldman Sachs Funds pledged 2013 Notes as collateral for its obligations under the Subscription Agreement.

Under the terms of the Subscription Agreement, Madrone and the Goldman Sachs Funds were obligated to make subscription payments to us at a rate of 0.84% per year on the purchase price to be paid on the Subscription Agreement settlement date. In 2008, we received subscription payments of $3,786,712 from Madrone and $463,151 in the aggregate from the Goldman Sachs Funds. In 2009, we received subscription payments of $2,481,068 from Madrone and $437,836 in the aggregate from the Goldman Sachs Funds.

Settlement of Madrone’s and the Goldman Sachs Funds’ obligations under the Subscription Agreement occurred on May 13, 2009, at our request. In the settlement, Madrone purchased 15,375,285 shares of common stock for a purchase price of $425,000,000 and the Goldman Sachs Funds purchased an aggregate of 2,713,286 shares of common stock for an aggregate purchase price of $75,000,000.

Issuance of Common Stock

In May 2009, we issued and sold an aggregate of 58,390,397 shares of our common stock to certain of our existing investors and their affiliates, including to Pritzker family business interests, entities affiliated with Madrone and the Goldman Sachs Funds and certain of our non-employee directors or their permitted assigns, at a price of $13.00 per share. The following table presents the number of shares of common stock purchased by each related party that purchased in excess of $120,000 of stock:


Name of Purchaser:	Number of Shares of Common Stock	Purchase Price
U.S. situs Pritzker family business interests	38,466,651	$	500,066,463
IHE, INC. and Subsidiaries	7,673,767	$	99,758,971
GS Sunray Holdings Subco I, L.L.C.	2,751,540	$	35,770,020
GS Sunray Holdings Subco II, L.L.C.	2,751,540	$	35,770,020
GS Sunray Holdings Parallel Subco, L.L.C.	810,394	$	10,535,122
Madrone GHC, LLC	2,647,000	$	34,411,000
Lake GHC, LLC	1,882,500	$	24,472,500
Shimoda GHC, LLC	470,500	$	6,116,500

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Transition Services Agreements

In connection with the June 2004 Transaction, on June 30, 2004, Hyatt Corporation entered into transition services agreements with each of H Group and Classic Residence pursuant to which Hyatt Corporation agreed to provide certain transition services, including human resources, payroll, employee benefits, accounting, financial, legal, tax, software and technology, call center and reservation, purchasing, travel, insurance, and treasury and banking services, to allow such companies to develop the internal resources and capacities, or to arrange for third-party providers, for such services. Each of H Group and Classic Residence agreed to reimburse Hyatt Corporation for all fees and other out-of-pocket expenses incurred by Hyatt Corporation (or any parent of Hyatt Corporation) in connection with the provision of such services (at cost). In addition, each of H Group and Classic Residence agreed to pay Hyatt Corporation a reimbursement fee equal to the “allocable employee cost” for each hour of time spent by any Hyatt employee in connection with the provision of transition services. In 2008 and 2006 H Group made payments to us of $46,973 and $13,884, respectively, under the transition services agreement. The H Group and Classic Residence transition services agreements terminated on June 30, 2007.

Agreements Relating to Aircraft

Falcon 900EX Aircraft—The Marmon Group, Inc.

In January 2006, we and certain other parties entered into a time sharing agreement with Marmon Group, under which Marmon Group agreed to lease to us and such other parties on a time sharing basis their Falcon 900EX aircraft and flight crew for a flight fee equal to the “Direct Cost Rate” published annually by Conklin & de Decker for operating a Falcon 900EX aircraft for the applicable flight time. In no event did the amount reimbursed for a flight ever exceed the amount authorized by Federal Aviation Regulation Part 91.501(d)(1)-(10). This agreement was amended and as of June 2009 has been terminated with respect to all parties. In 2006 and 2007, we made aggregate payments of $120,851 and $436,294, respectively, to Marmon Group for use of this aircraft under this agreement.

On September 13, 2006, Marmon Group entered into an aircraft exchange agreement with an aircraft broker pursuant to which Marmon Group agreed to exchange their aircraft for another Falcon 900EX aircraft. Contemporaneously on such date Rosemont Project Management, L.L.C., entered into an aircraft purchase agreement with the aircraft broker to purchase the original Falcon 900EX aircraft exchanged by Marmon Group for an aggregate purchase price of $32,140,000. We loaned the aircraft broker $500,000 to pay the deposit to acquire Marmon Group’s new Falcon 900EX aircraft and also guaranteed the performance of the aircraft broker’s obligations to purchase the aircraft from the seller. On October 2, 2006, we acquired from the aircraft broker Marmon Group’s original Falcon 900EX aircraft for $31,640,000 in cash and cancelled the $500,000 promissory note.

Falcon 900EX Aircraft—Marmon Group

Following the exchange of Marmon Group’s original Falcon 900EX aircraft for the new Falcon 900EX aircraft, the time sharing agreement originally entered into with respect to the original Falcon 900EX aircraft was amended in October 2006 to apply on the same terms to the new Falcon 900EX aircraft. On March 18, 2008, the time sharing agreement was terminated with respect to all parties other than Marmon and us. In 2008 and 2007, we made aggregate payments of $196,381 and $62,311, respectively, to Marmon Group for use of the aircraft under this agreement. In June 2009, the time sharing agreement was terminated for all remaining parties.

Falcon 50 Aircraft—Marmon Group, Inc.

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published annually by Conklin & de Decker for operating a Falcon 50 aircraft for the applicable flight time. In no event did the amount reimbursed for a flight ever exceed the amount authorized by Federal Aviation Regulation Part 91.501(d)(1)-(10). In 2008 and 2007, we made aggregate payments of $37,302 and $29,362, respectively, to Marmon Group for use of the aircraft. The time sharing agreement was terminated in March 2007.

Other Agreements, Transactions and Arrangements

On April 1, 2004, H Group loaned Steven R. Goldman, our former Executive Vice President, Development and Acquisitions, $1,000,000 pursuant to the terms of a promissory note to purchase Series D preferred stock in Reliant Pharmaceuticals, Inc. In connection with Mr. Goldman’s separation from us, on March 16, 2007, we agreed to purchase the loan from H Group for an aggregate amount of $1,147,808, which amount represented the outstanding principal and accrued interest under the loan. On such date, Mr. Goldman tendered 50,000 shares of Series D preferred stock of Reliant Pharmaceuticals, Inc. to us in full satisfaction of his obligations under the loan.

In 2007, we paid TPO $530,492 for advisory services provided by Mark S. Hoplamazian while he acted as our interim chief executive officer and expenses related thereto.

In 2006, we paid TPO $572,651 for consulting services and expenses related to corporate structuring activities.

In 2008 and 2007, we reimbursed TPO $13,272 and $285,492, respectively, for strategic services provided by a third-party provider to certain of our executive officers and paid by TPO.

In 2007, we made payments of $163,750 to Pritzker & Pritzker for our portion of occupation and operation costs related to office space used for Mr. Thomas J. Pritzker and Mr. Nicholas J. Pritzker, a former officer and director, and certain other former officers leased in 2005 from Pritzker & Pritzker at our former headquarters. In 2008, Pritzker & Pritzker made payments to us of $1,701 related to refunds on real estate taxes paid by us. Pritzker & Pritzker was owned by Mr. Thomas J. Pritzker and one of his immediate family members, Mr. Nicholas J. Pritzker and Ms. Penny Pritzker, and was dissolved on December 31, 2008.

In 2006, IHE, INC. received $11,655,334 from THD Limited Partnership. The payment represented funds that had been held in escrow from the sale of a hotel business in 2005 to an unrelated third party. Upon receipt of the funds, IHE, INC. immediately transferred the entire amount of the proceeds it received to us in exchange for approximately 466,074 shares of our common stock.

In 2000, our now wholly-owned subsidiaries, Hyatt International Corporation and Hyatt International Technical Services, Inc. entered into a management services agreement and a technical services agreement, respectively, with Panama Investment Company, an entity indirectly owned 50% by Pritzker family business interests and 50% by a third party. In December 2005, Rainforest Funding Corporation, an entity also owned indirectly 50% by Pritzker family business interests and 50% by a third party, assumed the obligations of Panama Investment Company under the management and technical services agreements. In January 2007, Rainforest Funding Corporation terminated these agreements. As part of the terminations, Hyatt International Corporation and Hyatt International Technical Services, Inc. released Rainforest Funding Corporation from paying $279,000 in technical services fees and $29,230 of reimbursable expenses incurred under the management and technical services agreements.

In 2008, we reimbursed H Group $2,027,080 for a fee paid by H Group to one of its employees (who was a former employee of ours) in connection with the sale of property owned by us in Boston, Massachusetts.

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Related Party Transaction Policy and Procedures

We have adopted a written policy regarding the review, approval and ratification of related party transactions. For purposes of our policy, a “related party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we are, or will be, a participant, the amount exceeds $120,000, and in which the related person had, has or will have a direct or indirect interest. A related person is any executive officer, director or a beneficial owner of more than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons. The principal elements of this policy are as follows:

For each related party transaction (other than pre-approved transactions as discussed below), the audit committee reviews the relevant facts and circumstances, such as the extent and materiality of the related party’s interest in the transaction, takes into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics and either approves or disapproves the related party transaction.

Any related party transaction shall be consummated and shall continue only if the audit committee has approved or ratified such transaction in accordance with the policy.

If advance audit committee approval of a related party transaction requiring the audit committee’s approval is not practicable, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the Chair of the audit committee, or if prior approval of the transaction by the Chair of the audit committee is not practicable, then the transaction may be preliminarily entered into by management, subject in each case to ratification of the transaction by the audit committee at the audit committee’s next regularly scheduled meeting; provided that if ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul such transaction.

The Chief Financial Officer, or his designee, shall present to the audit committee each proposed related party transaction requiring the audit committee’s approval, including all relevant facts and circumstances relating thereto, shall update the audit committee as to any material changes to any approved or ratified related party transaction and shall provide a status report at least annually at a regularly scheduled meeting of the audit committee of all then active related party transactions.

No director may participate in approval of a related party transaction for which he or she is a related party.

Certain types of transactions have been designated pre-approved transactions under the policy, and as such are deemed to be approved or ratified, as applicable, by the audit committee. Such pre-approved transactions include: (1) executive and director compensation; (2) certain ordinary course of business transactions; (3) lodging transactions involving less than $250,000 provided the terms of which are no less favorable to us than those of similar transactions with unrelated third parties occurring during the same fiscal quarter and/or where the transaction is a result of an open auction process involving unrelated third-party bidders; (4) ordinary course sales of timeshare, fractional or similar ownership interests at prices that are no lower than those available under our company-wide employee discount programs; (5) charitable contributions in amounts that would not require disclosure in our annual proxy statement or annual report under the NYSE corporate governance listing standards; (6) transactions involving the rendering of legal services to us by the law firm of Latham & Watkins LLP to the extent such firm is associated with one or more related parties; and (7) transactions where the rates or charges involved are determined by competitive bids. All of the transactions described above were entered into prior to the adoption of this policy or were adopted in accordance with this policy.

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STOCKHOLDER AGREEMENTS

Global Hyatt Agreement

Mr. Thomas J. Pritzker, Mr. Marshall E. Eisenberg and Mr. Karl J. Breyer, solely in their capacity as co-trustees of U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, that own, directly or indirectly, shares of our common stock, and the adult beneficiaries of such trusts, including Mr. Thomas J. Pritzker, our executive chairman, and Ms. Penny Pritzker, one of our directors, have entered into the Global Hyatt Agreement pursuant to which they have agreed to, among other things, certain voting agreements and limitations on the sale of shares of our common stock. Pritzker Family U.S. Situs Trusts and Entities own, directly or indirectly, 238,256,469 shares, or 70.9%, of our common stock (and will own shares, or %, of our Class B common stock and will control approximately % of our total voting power immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares ). Specifically, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of the voting securities of Hyatt is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of Pritzker family members and spouses), all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers who purchase directly from other Pritzkers), will vote all of their voting securities consistent with the recommendations of our board of directors with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three independent directors or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors).

In addition, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of the voting securities of Hyatt is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 20% of their aggregate holdings of our common stock in each 12-month period (without carry-overs), other than knowingly to any aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors, such 20% limitation may, on an annual basis, be increased to a higher percentage or waived entirely. All shares of our common stock owned by each beneficiary group (including trusts only to the extent of the then current benefit of members of such beneficiary group) are freely pledgeable to an institutional lender and such institutional lender will not be subject to the sale restrictions described above upon default and foreclosure.

The Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of the co-trustees of the Pritzker Family U.S. Situs Trusts, 75% of the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, James N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.” Disputes that relate to the subject matter of the Global Hyatt Agreement are subject to arbitration.

Foreign Global Hyatt Agreement

The adult beneficiaries of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, including Mr. Thomas J. Pritzker and Ms. Penny Pritzker, have entered

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into the Foreign Global Hyatt Agreement pursuant to which they have agreed to, among other things, certain voting agreements and limitations on the sale of shares of our common stock. The adult beneficiaries have informed CIBC Trust Company (Bahamas) Limited, in its capacity as trustee of such non-U.S. situs trusts, and the directors of IHE, INC. and its subsidiaries, of their agreement and expressed their desire that the trustee and the directors of IHE, INC. and its subsidiaries act in accordance with the provisions of the Foreign Global Hyatt Agreement. IHE, INC. and its Subsidiaries beneficially own 47,530,288 shares, or 14.1%, of our common stock (and will own shares, or %, of our Class B common stock and will control approximately % of our total voting power immediately following completion of this offering). Specifically, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of our voting securities is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers who purchase directly from other Pritzkers), will vote (or cause to be voted) all of the voting securities held directly or indirectly by them consistent with the recommendations of our board of directors with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three independent directors or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors).

In addition, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of the voting securities of Hyatt is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses and/or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 20% of their aggregate direct or indirect holdings of our common stock in each 12-month period (without carry-overs), other than knowingly to any aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors, such 20% limitation may, on an annual basis, be increased to a higher percentage or waived entirely. All shares of our common stock owned directly or indirectly by each beneficiary group (including trusts only to the extent of the then current benefit of members of such beneficiary group) are freely pledgeable to an institutional lender and such institutional lender will not be subject to the sale restrictions described above upon default and foreclosure.

The Foreign Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of 75% of the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, James N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.” Disputes that relate to the subject matter of the Foreign Global Hyatt Agreement are subject to arbitration.

Amended and Restated Agreement Relating to Stock

In addition to the Global Hyatt Agreement, Mr. Thomas J. Pritzker, Mr. Marshall E. Eisenberg and Mr. Karl J. Breyer, solely in their capacity as co-trustees of U.S. situs trusts for the benefit of Mr. Thomas J. Pritzker, Ms. Penny Pritzker and Ms. Gigi Pritzker Pucker and their lineal descendants, that own, directly or indirectly, shares of our common stock and Mr. Thomas J. Pritzker, Ms. Penny Pritzker and Ms. Gigi Pritzker Pucker and their respective adult lineal descendants have entered into an

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Amended and Restated Agreement Relating to Stock whereby they have agreed to further restrict their ability to transfer shares of our common stock. Pritzker family business interests for the benefit of the parties to this agreement own, directly or indirectly, shares, or %, of our common stock (and will own shares, or %, of our Class B common stock immediately following completion of this offering assuming no exercise of the underwriters’ option to purchase additional shares ). Subject to limited permitted transfers described in the agreement, and subject to the terms of the Global Hyatt Agreement and Foreign Global Hyatt Agreement described above, the parties have agreed that each stockholder party to the Amended and Restated Agreement Relating to Stock may transfer up to one-third of its common stock held as of August 28, 2007 (or deemed to be held as of such date) to unaffiliated third parties during each 365-day period beginning on the dates that are three and one-half, four and one-half and five and one-half years following the consummation of this offering; provided that such transfers are accomplished by way of a broad distribution sale. In addition, following the consummation of this offering, each of such stockholders may transfer up to one-third of its common stock held as of August 28, 2007 (or deemed to be held as of such date) to unaffiliated third parties (1) at any time following the end of the first calendar year during which the “existing stockholders” (as described below) owned less than 25% of our common stock at any time during such year or (2) at any time following both (a) August 28, 2007 and (b) the first date on which the applicable market value of our Class A common stock exceeds 165% of the gross price per share at which the Class A common stock was first traded in connection with this offering; provided that such transfers are accomplished by way of an underwritten public offering or in an otherwise broad distribution sale. The term “existing stockholders” is defined in the agreement to mean (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and their spouses, (ii) trusts for the benefit of such persons, or (iii) affiliates of any such persons listed in clauses (i) and (ii). In addition, no stockholder party to the Amended and Restated Agreement Relating to Stock may transfer (1) the legal or beneficial ownership of any common stock held by such stockholder unless such acquiring person’s ownership of common stock is not reasonably likely to jeopardize any licensing from a governmental authority, (2) any common stock to a competitor of ours engaged in one or more of the hospitality, lodging or gaming industries, (3) any common stock to an aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) or (4) any common stock that would cause a stockholder to violate any provision of the Amended and Restated Agreement Relating to Stock. Such restrictions are qualified by the “actual knowledge” of the transferring stockholder in the case of transfers pursuant to an underwritten public offering or a broad distribution sale.

The transfer restrictions set forth in the Amended and Restated Agreement Relating to Stock expire at 11:59 p.m. (Central time) on the earlier of the day after the date that is five and one-half years following the consummation of this offering or the date on which the stockholders party to the 2007 Stockholders’ Agreement are released from the transfer restrictions set forth therein. The Amended and Restated Agreement Relating to Stock may be amended by the holders of a majority of the restricted stock held by the stockholders party to the agreement and each of Thomas J. Pritzker, Penny Pritzker and Gigi Pritzker Pucker, and may be terminated by the written agreement of each of the parties thereto. Disputes that relate to the subject matter of the Agreement Relating to Stock are subject to arbitration.

2007 Stockholders’ Agreement

Holders of approximately 50,224,176 shares, or 14.9%, of our common stock (and shares, or %, of our Class B common stock and approximately % of our total voting power immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares ), have entered into the 2007 Stockholders’ Agreement that provides for certain rights and obligations of these stockholders, including, among other things, a voting agreement, limitations on the sale of shares of our common stock and standstill provisions. See “Certain Relationships and Related Party Transactions—2007 Stockholders’ Agreement.”

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth as of August 1, 2009 information regarding the beneficial ownership of shares of our common stock for:

each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our named executive officers;

each of our directors;

all of our directors and executive officers as a group; and

each selling stockholder.

The information shown in the table with respect to the percentage of shares of common stock beneficially owned before the offering is based on 336,063,783 shares of common stock outstanding as of August 1, 2009. Upon the filing of our amended and restated certificate of incorporation, which will occur prior to the consummation of this offering, 52,067 outstanding shares of our common stock will be reclassified into 52,067 shares of Class A common stock and 336,011,716 outstanding shares of our common stock will be reclassified into 336,011,716 shares of Class B common stock, of which shares of Class B common stock will convert into shares of Class A common stock at the time they are sold by the selling stockholders in this offering. Each share of Class B common stock is convertible at any time into one share of Class A common stock. See “Description of Capital Stock.” The information shown in the table with respect to the percentage of shares of common stock beneficially owned after the offering and the percentage of total voting power after the offering is based on shares of common stock outstanding, consisting of shares of common stock outstanding as of August 1, 2009 and shares of Class A common stock offered by us. The percentage ownership information assumes no exercise of the underwriters’ option to purchase additional shares.

Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our common stock. Beneficial ownership has been determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and investment power with respect to those securities. Unless otherwise indicated by footnote, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

For information with respect to the selling stockholders and their relationships with us, see “Certain Relationships and Related Party Transactions.”

Unless otherwise provided, the address of each individual listed below is c/o Hyatt Hotels Corporation, 71 S. Wacker Drive, 12 ^th Floor, Chicago, Illinois 60606.

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			Percentage of Shares of Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares	Class A Shares to be Sold in the Offering	Before Offering		After Offering		Percentage of Total Voting Power After the Offering
5% or greater stockholders:
Pritzker Family U.S. Situs Trusts and Entities(1)	238,256,469		70.9	%		%		%
IHE, INC. and Subsidiaries(2)	47,530,288		14.1	%		%		%
Investment funds affiliated with The Goldman Sachs Group, Inc.(3)	25,318,428	—	7.5	%		%		%
Madrone GHC, LLC and Affiliates(4)	20,375,284	—	6.1	%		%		%

Named Executive Officers and Directors:
Thomas J. Pritzker(5)	238,257,253		70.9	%		%		%
Mark S. Hoplamazian	—	—	—		—		—
Harmit J. Singh	—	—	—		—		—
Rakesh Sarna	—	—	—		—		—
H. Charles Floyd	—	—	—		—		—
Kirk A. Rose(6)	—	—	—		—		—
Bernard W. Aronson(7)	1,570	—	*		*		—
Richard A. Friedman(8)	25,318,428	—	7.5	%		%		%
Susan D. Kronick	—	—	—		—		—
Mackey J. McDonald	—	—	—		—		—
John D. Nichols(9)	2,352	—	*		*		—
Gregory B. Penner(10)	20,390,597	—	6.1	%		%		%
Penny Pritzker(11)	—	—	—		—		—
Michael A. Rocca	1,148	—	*		*		—
Byron D. Trott	—	—	—		—		—
Richard C. Tuttle	2,352	—	*		*		—
All directors and current executive officers as a group (19 persons)	283,973,700	—	84.5	%		%		%

*	Less than 1%.

(1)

Represents shares of Class B common stock held of record by U.S. situs trusts and various entities owned, directly or indirectly, by U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, including Mr. Thomas J. Pritzker, our executive chairman, and Ms. Penny Pritzker, one of our directors, and their immediate family members. Mr. Thomas J. Pritzker, Mr. Marshall E. Eisenberg and Mr. Karl J. Breyer are co-trustees of all such U.S. situs trusts. Each of Messrs. Pritzker, Eisenberg and Breyer disclaims beneficial ownership of the shares held by the Pritzker Family U.S. Situs Trusts and Entities, except in the case of Mr. Thomas J. Pritzker, to the extent of his proportionate pecuniary interest in such shares. Pursuant to the Global Hyatt Agreement, the co-trustees and the adult beneficiaries of all of the foregoing U.S. situs trusts have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. See “Stockholder Agreements” and “Shares Eligible For Future Sale—Lock-Up

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Agreements” for additional information. The address of the Pritzker Family U.S. Situs Trusts and Entities is 71 S. Wacker Drive, 46 ^th Floor, Chicago, IL 60606.

(2)

Represents (i) 11,764,941 shares of Class B common stock held of record by IHE, INC., (ii) 11,921,782 shares of Class B common stock held of record by WW HOTELS, INC., (iii) 11,921,782 shares of Class B common stock held of record by Luxury Lodging, Inc. and (iv) 11,921,783 shares of Class B common stock held of record by Hospitality Hotels, Inc. Each of WW HOTELS, INC., Luxury Lodging, Inc. and Hospitality Hotels, Inc. is a wholly-owned subsidiary of IHE, INC. The board of directors of IHE, INC. has voting and investment power with respect to the shares of Class B common stock owned by IHE, INC. and its subsidiaries. The directors of IHE, INC. are Corporate Associates Limited, Commerce Services Limited and Schevon V. Miller. Corporate Associates Limited and Commerce Services Limited are both owned by CIBC Trust Company (Bahamas) Limited (CIBC) and Ms. Miller is an officer of CIBC. Non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, including Mr. Thomas J. Pritzker and Ms. Penny Pritzker, and their immediate family members, directly and indirectly own substantially all of the outstanding stock of IHE, INC. CIBC is the sole trustee of such trusts. Pursuant to the Foreign Global Hyatt Agreement, the adult beneficiaries of the non-U.S. situs trusts that indirectly own shares of our Class B common stock have agreed to certain voting agreements and limitations with respect to the sale of shares of our common stock. The adult beneficiaries have informed CIBC, in its capacity as trustee of such trusts, and the directors of IHE, INC. and its subsidiaries of their agreement and expressed their desire that CIBC and the directors of IHE, INC. and its subsidiaries act in accordance with this agreement. See “Stockholder Agreements” and “Shares Eligible For Future Sale—Lock-Up Agreements” for additional information. The address of CIBC is Goodman’s Bay Corporate Centre, West Bay Street, P.O. N-3933, Nassau, Bahamas.

(3)

Represents (i) 3,248,544 shares of Class B common stock owned by GS Sunray Holdings Parallel Subco, L.L.C., (ii) 11,029,778 shares of Class B common stock owned by GS Sunray Holdings Subco I, L.L.C., (iii) 11,029,778 shares of Class B common stock owned by GS Sunray Holdings Subco II, L.L.C. (collectively, the Goldman Sachs Sunray Entities) and (iv) 10,328 shares of Class A common stock held of record by The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc. and certain affiliates, including Goldman, Sachs & Co., may be deemed to directly or indirectly own the 25,308,100 shares of Class B common stock which are collectively owned by the Goldman Sachs Sunray Entities, which are owned directly or indirectly by investment partnerships, of which affiliates of The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. are the general partner, managing limited partner or the managing partner. Goldman, Sachs & Co. is the investment manager for certain of the investment partnerships which own directly or indirectly the Goldman Sachs Sunray Entities. Goldman, Sachs & Co. is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc., Goldman, Sachs & Co. and the Goldman Sachs Sunray Entities share voting power and investment power with certain of their respective affiliates. Each of The Goldman Sachs Group, Inc., Goldman, Sachs & Co. and the Goldman Sachs Sunray Entities disclaims beneficial ownership of the Class B common shares owned directly or indirectly by the Goldman Sachs Sunray Entities, except to the extent of their pecuniary interest therein, if any. Pursuant to the 2007 Stockholders’ Agreement, until the later of (i) December 31, 2013 and (ii) the date that Mr. Thomas J. Pritzker is no longer the chairman of our board of directors, the Goldman Sachs Sunray Entities have agreed to vote all 25,308,100 shares of their Class B common stock consistent with the recommendations of a majority of the board of directors with respect to all matters. With respect to 18,994,627 shares of Class B common stock, the Goldman Sachs Sunray Entities have also agreed to certain limitations with respect to the sale of such shares of common stock. See “Shares Eligible For Future Sale—Lock-Up Agreements” for additional information. The address of the Goldman Sachs Sunray Entities, The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. 85 Broad Street, 10 ^th Floor, New York, NY 10004.

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(4)

Represents (i) 10,786,675 shares of Class B common stock held of record by Madrone GHC, LLC (Madrone GHC), (ii) 7,671,295 shares of Class B common stock held of record by Lake GHC, LLC (Lake GHC) and (iii) 1,917,314 shares of Class B common stock held of record by Shimoda GHC, LLC (Shimoda GHC). Mr. Penner is a manager of Madrone GHC, Lake GHC and Shimoda GHC and has shared voting and investment power with respect to the shares of Class B common stock owned by such entities. Mr. Penner disclaims beneficial ownership of the shares held by Madrone GHC, Lake GHC and Shimoda GHC, except to the extent of his proportionate pecuniary interest in such shares. Pursuant to the 2007 Stockholders’ Agreement, until the later of (i) December 31, 2013 and (ii) the date that Mr. Thomas J. Pritzker is no longer the chairman of our board of directors, Madrone GHC, Lake GHC and Shimoda GHC have agreed to vote all of their common stock consistent with the recommendations of a majority of the board of directors with respect to all matters. With respect to 15,375,284 shares of Class B common stock, Madrone GHC, Lake GHC and Shimoda GHC have also agreed to certain limitations with respect to the sale of such shares of common stock. See “Shares Eligible For Future Sale—Lock-Up Agreements” for additional information. The address of Madrone GHC, Lake GHC and Shimoda GHC is 3000 Sand Hill Road, Building 1, Suite 155, Menlo Park, CA 94027.

(5)

Represents (i) 238,256,469 shares of Class B common stock owned of record by the Pritzker Family U.S. Situs Trusts and Entities and (ii) 784 shares of Class B common stock owned of record by LaSalle Trust No. 35. As described in footnote (1), Mr. Pritzker is a co-trustee of the U.S. situs trusts referenced in footnote (1). He also serves as co-trustee along with Mr. Marshall E. Eisenberg of LaSalle Trust No. 35. Mr. Pritzker and his immediate family members are beneficiaries of certain of the U.S. situs trusts referenced in footnote (1) and certain of the non-U.S. situs trusts referenced in footnote (2). Mr. Pritzker disclaims beneficial ownership of the shares held by the Pritzker Family U.S. Situs Trusts and Entities, the shares held indirectly by the non-U.S. situs trusts and the shares held by LaSalle Trust No. 35, except to the extent of his proportionate pecuniary interest in such shares.

(6)	Mr. Rose resigned as our Senior Vice President—Finance effective May 15, 2008 and is no longer one of our executive officers. See “Compensation Discussion and Analysis—Kirk Rose Separation” for additional information.

(7)	Represents 1,570 shares of Class A common stock held of record by National Financial Services, LLC FBO: Bernard W. Aronson. Mr. Aronson has sole voting and investment power with respect to the shares of common stock held in such individual retirement account.

(8)

Represents (i) 25,308,100 shares of Class B common stock held of record collectively by the Goldman Sachs Sunray Entities and (ii) 10,328 shares of Class A common stock held of record by The Goldman Sachs Group, Inc. Mr. Friedman is a Partner and a Managing Director of Goldman, Sachs & Co. and the head of Goldman, Sachs & Co’s Merchant Banking Division. Mr. Friedman is also Chairman of the Corporate Investment Committee of the Merchant Banking Division and member of the Management Committee of The Goldman Sachs Group, Inc. Mr. Friedman disclaims beneficial ownership of the shares of common stock held by The Goldman Sachs Group, Inc., Goldman, Sachs & Co., the Goldman Sachs Sunray Entities or their affiliates, except to the extent of his pecuniary interest therein, if any. As compensation for his service as a director of Hyatt, Mr. Friedman is eligible to receive shares of restricted stock or restricted stock units pursuant to the LTIP. Mr. Friedman has an understanding with The Goldman Sachs Group, Inc. pursuant to which any shares of common stock he receives in his capacity as a director of Hyatt will be held for the benefit of The Goldman Sachs Group, Inc. See footnote 3 above for information regarding The Goldman Sachs Group, Inc. and the Goldman Sachs Sunray Entities. The address of Mr. Friedman is 85 Broad Street, New York, NY 10004.

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(9)

Represents 2,352 shares of Class A common stock held of record by the Nichols Family Limited Partnership. John D. Nichols has shared voting and investment power with respect to the shares of common stock held by the Nichols Family Limited Partnership. Mr. Nichols disclaims beneficial ownership of the shares held by the Nichols Family Limited Partnership, except to the extent of his proportionate pecuniary interest in such shares.

(10)

Represents (i) 13,131 shares of Class A common stock received by Mr. Penner as compensation for his services as a director under the LTIP, (ii) 10,786,675 shares of Class B common stock owned of record by Madrone GHC, (iii) 7,671,295 shares of Class B common stock held of record by Lake GHC, (iv) 1,917,314 shares of Class B common stock held of record by Shimoda GHC and (v) 2,182 shares of Class A common stock held of record by Shimoda Holdings, LLC. Mr. Penner is a manager of Madrone GHC, Lake GHC, Shimoda GHC and Shimoda Holdings, LLC and has voting and investment power with respect to the shares of common stock owned by such entities. Mr. Penner disclaims beneficial ownership of the shares held by Madrone GHC, Lake GHC, Shimoda GHC and Shimoda Holdings, LLC, except to the extent of his proportionate pecuniary interest in such shares.

(11)

Ms. Penny Pritzker and her immediate family members are beneficiaries of certain of the U.S. situs trusts referenced in footnote (1) and certain of the non-U.S. situs trusts referenced in footnote (2). Neither Ms. Pritzker nor any of her immediate family members has voting or investment power over the shares held by such trusts.

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DESCRIPTION OF PRINCIPAL INDEBTEDNESS

Revolving Credit Facility

In June 2005, we entered into a five-year $1.0 billion unsecured revolving credit facility with Wachovia Bank, National Association, as administrative agent and a lender, and various other lenders. The revolving credit facility was amended in July 2009. Under the terms of the amended facility, $370 million of credit availability matures on June 29, 2010, with the remaining availability maturing on June 29, 2012. The amendment also increased our borrowing capacity under the revolving credit facility to $1.5 billion for all lenders. The revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper back-up and permitted investments and acquisitions. The overall availability will decrease by $370 million on June 29, 2010 with the maturity of the non-extending lenders. At that time, we have the option to increase our facility by an aggregate amount not to exceed $370 million, subject to certain conditions, including, without limitation, our ability to secure commitments from one or more new lenders to provide such increase. The revolving credit facility also contains (1) a $50 million sublimit for swingline loans, (2) a $300 million sublimit for letters of credit and (3) a $250 million sublimit for multi-currency loans that allows us to borrow (in addition to U.S. dollars) in Euros, JPY and GBP.

As of June 30, 2009, we had no outstanding borrowings under our revolving credit facility and $88.4 million of outstanding letters of credit which reduce the remaining undrawn portion of the facility that is available for future borrowings.

Interest Rate, Facility Fee and Other Fees

Borrowings under our revolving credit facility that mature on June 29, 2010 bear interest, at our option, at either one-, two-, three- or six-month LIBOR plus a margin ranging from 0.27% to 0.80% per annum or an alternative base rate (defined as the greatest of (a) the federal funds rate plus 0.5%, (b) the prime rate and (c) one-month LIBOR plus 1.0%) plus a margin ranging from 0.00% to 0.25% per annum, in each case depending on our credit rating by Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. (S&P), and Moody’s Investors Service, Inc. (Moody’s). Borrowings under our revolving credit facility that mature on June 29, 2012 bear interest, at our option, at either one-, two-, three- or six-month LIBOR plus a margin ranging from 1.70% to 3.50% per annum or the alternative base rate referenced above plus a margin ranging from 0.70% to 2.50% per annum, in each case depending on our credit rating by S&P and Moody’s. Borrowings under our swingline subfacility will bear interest at a rate equal to the alternative base rate referenced above plus the applicable margin for alternative base rate loans. We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for LIBOR on the face amount of each letter of credit. In addition, we must pay a fronting fee to the issuer of the letter of credit of 0.10% per annum on the face amount of the letter of credit.

The revolving credit facility also provides for a facility fee ranging from 0.08% to 0.20% of total availability (depending on our credit rating by S&P and Moody’s) for revolving loans maturing on June 29, 2010 and 0.30% to 1.00% of total availability (depending on our credit rating by S&P and Moody’s) for revolving loans maturing on June 29, 2012. The facility fee is charged regardless of the level of borrowings. In addition, if the calculation of LIBOR falls below 1.00% in the case of LIBOR-based borrowings (including alternative base rate borrowings based on the one-month LIBOR), we must pay a utilization fee to lenders whose loans mature on June 29, 2012 on applicable loans at a rate equal to 1.0% minus LIBOR in the case of LIBOR-based borrowings and 1.0% minus one-month LIBOR in the case of alternative base rate borrowings (where the alternative base rate is based on the one-month LIBOR).

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In the event we no longer have a credit rating from either S&P or Moody’s or our rating falls below BBB-/Baa3, (i) with respect to borrowings under our revolving credit facility that mature on June 29, 2010, (a) such borrowings will bear interest at either LIBOR plus 0.80% per annum or the alternative base rate referenced above plus 0.25% per annum and (b) the related facility fee will be 0.20% and (ii) with respect to borrowings under our revolving credit facility that mature on June 29, 2012, (a) such borrowings will bear interest at either LIBOR plus 3.50% per annum or the alternative base rate referenced above plus 2.50% per annum and (b) the related facility fee will be 1.00%.

As of June 30, 2009, the applicable rate for a one month LIBOR borrowing would have been one month LIBOR plus 0.50%, or 0.82% inclusive of the facility fee.

Maturity

Certain of the revolving loans will mature on June 29, 2010, with the remaining revolving loans maturing on June 29, 2012. We are permitted to repay the loans or terminate the revolving credit facility at any time without penalty or premium, subject to reimbursement of lenders’ breakage and redeployment costs with respect to repayment of LIBOR loans.

Guarantees

All of our borrowings under our revolving credit facility are guaranteed by substantially all of our material domestic subsidiaries, as defined in the revolving credit facility. All guarantees are guarantees of payment and performance and not of collection.

Covenants

Our revolving credit facility contains a number of affirmative and restrictive covenants including limitations on the ability to place liens on our or our direct or indirect subsidiaries’ assets; to merge, consolidate and dissolve; to sell assets; to engage in transactions with affiliates; to change our or our direct or indirect subsidiaries’ fiscal year or organizational documents; and to make restricted payments.

Our revolving credit facility also requires us to meet the following financial covenants, each measured quarterly:

a maximum leverage ratio based upon the ratio of (1) Consolidated Adjusted Funded Debt (as defined in the revolving credit facility) to (2) Consolidated EBITDA (as defined in the revolving credit facility) not to exceed 4.5 to 1.0;

an interest coverage ratio based upon the ratio of (1) consolidated EBITDA (as defined in the revolving credit facility) to (2) Consolidated Interest Expense (as defined in the revolving credit facility) of at least 3.0 to 1.0; and

a secured funded debt ratio based upon the ratio of (1) the aggregate principal amount of any funded debt secured by a lien that is owed by us or our subsidiaries, excluding certain debt assumed in connection with an acquisition (a) not to exceed $250,000,000 and (b) to the extent in excess of $250,000,000, for a period of one year following such acquisition, to (2) the book value of all of our and our subsidiaries’ property and equipment (net of depreciation and amortization) of less than or equal to 0.3 to 1.0.

Events of Default

Our revolving credit facility contains events of default that are usual and customary in credit facilities of this type, including:

non-payment of principal, interest, fees or other amounts (with cure periods applicable to non-payment of interest, fees or other amounts);

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violation of covenants (with cure periods as applicable);

material inaccuracy of representations and warranties;

cross default to other indebtedness in an outstanding aggregate principal amount of at least $100.0 million;

bankruptcy and other insolvency events;

judgments involving an aggregate liability of at least $50.0 million that have not been paid, satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof;

certain ERISA matters;

failure of any loan documentation (including any guarantee) to be in full force and effect; and

a change of control.

Other Indebtedness and Future Debt Maturities

We entered into a 30 year capital lease for the Hyatt Regency Grand Cypress in 2007. As part of this lease we are obligated to spend at least $30 million in capital improvements to the hotel within the first five years of the lease. As of June 30, 2009, the full amount had been contracted with work completed and $27 million had actually been paid. The aggregate amount outstanding under this lease was $201 million as of June 30, 2009. Our lease payments aggregate to $14.2 million annually and we have options to buy out the hotel in 8, 10 or 15 years from the date we entered into the lease for $200 million, $220 million or $255 million, respectively.

On November 30, 2007, we acquired the remaining interest in The Great Eastern Hotel Holding Company Limited (Great Eastern Holding) which, through its wholly-owned subsidiary The Great Eastern Hotel Company Limited, owns the Andaz Liverpool Street hotel (formerly known as the Great Eastern Hotel in London). In connection with our acquisition of the remaining interest in Great Eastern Holding, we assumed all of the debt which as of June 30, 2009 totaled GBP 109 million ($180 million). The indebtedness consists of a senior loan and a subordinated loan, each maturing on March 13, 2011. The senior loan and subordinated loan bear interest at GBP LIBOR plus 90 basis points and GBP LIBOR plus 400 basis points, respectively. The indebtedness is secured by a lien on the Andaz Liverpool Street hotel. We have an interest rate swap on the notional amount of GBP 109 million ($180 million) that converts the GBP LIBOR variable rate exposure on the senior and subordinated loans to a fixed rate exposure of 4.91%. As a result, our net interest rate is a fixed rate of 6.16% on the total GBP 109 million loan.

All other third-party indebtedness as of June 30, 2009 totals $231 million, consisting primarily of property-specific secured indebtedness on the following four properties: Park Hyatt Paris Vendome, a senior loan and subordinated loan totaling EUR 51 million ($72 million) maturing 2017 and 2011, respectively; Hyatt Regency San Antonio ($59 million); Hyatt Regency Princeton ($45 million) and Hyatt Regency Aruba ($35 million) all maturing in 2011. The interest rates for these mortgages are fixed, ranging from 6.00% - 10.07%, except for the Paris debt which is based on 3-month EURIBOR plus 125 basis points for the senior loan and 3-month EURIBOR plus 70 basis points for the subordinated loan. We have an interest rate swap outstanding in connection with the Paris debt that converts the variable rate exposure on a portion of the senior and subordinated loans to a fixed rate exposure, under certain interest rate scenarios, based on 3-month EURIBOR at the time of the rate setting. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Swap Agreements.”

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the material rights of our capital stock and related provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect upon the completion of this offering. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our amended and restated certificate of incorporation, amended and restated bylaws and registration rights agreements, which we have included as exhibits to the registration statement of which this prospectus is a part.

Our amended and restated certificate of incorporation provides that, upon the closing of the offering, we will have two classes of common stock: Class A common stock, which will have one vote per share, and Class B common stock, which will have ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis and, under certain circumstances, the shares of Class B common stock will be automatically converted into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of our common stock will be identical. The rights of these classes of our common stock are discussed in greater detail below.

After completion of this offering, our authorized capital stock will consist of 1,510,000,000 shares, each with a par value of $0.01 per share, of which:

1,000,000,000 shares will be designated as Class A common stock;

500,000,000 shares will be designated as Class B common stock; and

10,000,000 shares will be designated as preferred stock.

As of June 30, 2009, we had issued and outstanding 336,063,783 shares of common stock held by 205 stockholders of record. There will be shares of Class A common stock and shares of Class B common stock outstanding after giving effect to the sale of the shares of our Class A common stock in this offering. These amounts assume the reclassification of 52,067 shares of our outstanding common stock into 52,067 shares of Class A common stock and the reclassification of 336,011,716 shares of our outstanding common stock into 336,011,716 shares of Class B common stock prior to completion of the offering, of which shares will convert into shares of Class A common stock at the time that they are sold by the selling stockholders in this offering. This number excludes 18,921,361 shares of common stock reserved for issuance under our LTIP and a restricted stock unit agreement.

Common Stock

Voting Rights

The holders of our Class A common stock are entitled to one vote per share and the holders of our Class B common stock are entitled to ten votes per share on any matter to be voted upon by stockholders. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law.

The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.

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Dividends

The holders of our Class A common stock and Class B common stock are entitled to share equally in any dividends that our board of directors may declare from time to time from legally available funds, subject to limitations under Delaware law and the preferential rights of holders of any outstanding shares of preferred stock. In addition, we must be in compliance with the covenants in our revolving credit facility in order to pay dividends. If a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock are entitled to receive Class A common stock, or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock are entitled to receive Class B common stock, or rights to acquire Class B common stock, as the case may be.

Liquidation

Upon any voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of our corporation, the holders of our Class A common stock and Class B common stock are entitled to share equally, on a per share basis, in all our assets available for distribution, after payment to creditors and subject to any prior distribution rights granted to holders of any outstanding shares of preferred stock.

Conversion

Our Class A common stock is not convertible into any other shares of our capital stock.

Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain permitted transfers described in our amended and restated certificate of incorporation, including the following:

transfers to any “permitted transferee” as defined in our amended and restated certificate of incorporation, which includes, among others, transfers:

between Pritzker family business interests or to the Pritzker Foundation and related Pritzker charitable foundations;

to lineal descendants of the transferor who are Pritzker family business interests, which we refer to as “related persons;”

to trusts for the current benefit of the transferor and related persons;

to corporations, partnerships, limited liability companies or other entities that are owned and controlled by the transferor and related persons;

to guardians of stockholders who are adjudged to be unable to manage their own affairs, and executors of estates of deceased stockholders;

for trusts, corporations, partnerships, limited liability companies or other entities, to their current beneficiaries, shareholders, partners, members or other equity holders who are Pritzker family business interests;

transfers to other holders of shares of Class B common stock and their permitted transferees;

granting a revocable proxy to any officer or director at the request of our board of directors;

pledging shares of Class B common stock pursuant to a bona fide loan or indebtedness transaction as to which the holder of Class B common stock continues to exercise voting

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control, provided that the foreclosure on those shares by the lender does not qualify as a permitted transfer and, unless the lender otherwise qualifies as a permitted transferee, will result in the automatic conversion of those shares into shares of Class A common stock;

transfers by parties to the 2007 Stockholders’ Agreement to their respective affiliates, subject to, and in accordance with, the 2007 Stockholders’ Agreement; and

transfers approved in advance by our board of directors or a majority of the independent directors on our board of directors after making a determination that the transfer is consistent with the purposes of the other types of transfers that are permitted.

Any transfer by a holder that is a party to, by a holder controlled by a person that is party to, or by a holder controlled by trusts whose beneficiaries are party to the 2007 Stockholders’ Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Amended and Restated Agreement Relating to Stock will not qualify as a “permitted transfer” unless the transferee executes a joinder to those agreements.

Each share of Class B common stock will also convert automatically into one share of Class A common stock if the holder is party to, the holder is controlled by a person party to or the holder is controlled by trusts whose beneficiaries are party to, and the party breaches its obligations under, the 2007 Stockholders’ Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Amended and Restated Agreement Relating to Stock or if the successor trustee or trustees for a holder of shares of Class B common stock that is a trust do not execute a joinder to those agreements.

All shares of Class B common stock will convert automatically into shares of Class A common stock if, on any record date for determining the stockholders entitled to vote at an annual or special meeting of stockholders, the aggregate number of shares of our Class A common stock and Class B common stock owned, directly or indirectly, by the holders of our Class B common stock is less than 15% of the aggregate number of shares of our Class A common stock and Class B common stock then outstanding.

Once converted into Class A common stock, the Class B common stock cannot be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

Other than in connection with dividends and distributions, subdivisions or combinations, or mergers, consolidations, reorganizations or other business combinations involving stock consideration as provided for in our amended and restated certificate of incorporation, we are not authorized to issue additional shares of Class B common stock.

Mergers or Business Combinations

In any merger, consolidation, reorganization or other business combination, our amended and restated certificate of incorporation requires that the consideration to be received per share by the holders of our Class A common stock and the holders of our Class B common stock will be identical. If the consideration paid in the merger, consolidation, reorganization or other business combination is paid in the form of shares or other equity interests of us or another person, then the rights of the shares or other equity interests may differ to the extent that the rights of Class A common stock and the Class B common stock differ. These differences could include, for example, the voting rights and conversion features of the Class A common stock and the Class B common stock.

Preemptive or Similar Rights

Pursuant to the 2007 Stockholders’ Agreement, if we propose to sell any new shares of common stock, or any other equity securities (subject to certain excluded securities issuances described in the agreement, including shares issued pursuant to equity compensation plans adopted by the board of

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directors and the issuance of shares of our common stock in a public offering), then each stockholder party to the agreement is entitled to receive notice of the terms of the proposed sale and may elect to purchase up to such stockholder’s pro rata share in the proposed sale on comparable terms. If not all stockholders party to the 2007 Stockholders’ Agreement elect to purchase their full preemptive allocation of new securities, then we will notify the fully-participating stockholders of such and offer them the right to purchase the unsubscribed new securities. Other than as described above, our common stock is not entitled to preemptive rights, conversion or other rights to subscribe for additional securities and there are no redemption or sinking fund provisions applicable to our common stock.

Fully Paid and Non-assessable

All of the outstanding shares of our Class A common stock and Class B common stock are, and the shares of Class A common stock offered by us in this offering will be, fully paid and non-assessable.

Preferred Stock

Following this offering, our board of directors will be authorized, without any further action by our stockholders, but subject to the limitations imposed by Delaware law, to issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors may fix the designations, powers, preferences and rights of the preferred stock, along with any qualifications, limitations or restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock. The preferred stock could have voting or conversion rights that could adversely affect the voting power or other rights of holders of our common stock. The issuance of preferred stock, or rights to acquire preferred stock, could also have the effect, under certain circumstances, of delaying, deferring or preventing a change of control of our company.

Registration Rights

We have granted the registration rights described below to holders of 50,224,176 shares of our common stock pursuant to the terms of a Registration Rights Agreement, dated as of August 28, 2007, as amended, among us and stockholders party to the 2007 Stockholders’ Agreement (2007 Registration Rights Agreement). The following description of the terms of the registration rights agreement is intended as a summary only and is qualified in its entirety by reference to the 2007 Registration Rights Agreement filed as an exhibit to the registration statement of which this prospectus is a part.

Demand Registration Rights

Following this offering, the holders of approximately 50,224,176 shares of our common stock will be entitled to certain demand registration rights.

At any time at least 180 days following the consummation of this offering, each stockholder party to the 2007 Registration Rights Agreement may, on not more than two occasions, request that we register all or a portion of such stockholder’s shares of common stock under the Securities Act if the anticipated aggregate offering price of such shares of common stock exceeds $750,000,000 and the stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell shares of its common stock under the lock-up provisions contained in the 2007 Stockholders’ Agreement. See “Shares Eligible For Future Sale—Lock-Up Agreements—2007 Stockholders’ Agreement—Transfer Restrictions” for additional information with respect to these lock-up provisions.

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Form S-3 Registration Rights

Following this offering, the holders of approximately 50,224,176 shares of our common stock will be entitled to certain Form S-3 demand registration rights.

Commencing on the date that we become eligible to register securities issued by us on Form S-3, each stockholder party to the 2007 Registration Rights Agreement may, on not more than two occasions during each calendar year, request registration of their shares of common stock if the anticipated aggregate offering amount of such shares of common stock exceeds $100,000,000 and the stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell shares of its common stock under the lock-up provisions contained in the 2007 Stockholders’ Agreement.

Under the 2007 Registration Rights Agreement, we will not be required to effect a demand registration or a Form S-3 demand registration within 180 days after the effective date of a registration statement related to a previous demand or Form S-3 demand registration. In addition, once every twelve months, we may postpone for up to 120 days the filing or the effectiveness of a registration statement for a demand or a Form S-3 demand registration, if our board of directors determines in good faith that such a filing (1) would be materially detrimental to us, (2) would require a disclosure of a material fact that might reasonably be expected to have a material adverse effect on us or any plan or proposal by us to engage in any acquisition or disposition of assets or equity securities or any merger, consolidation, tender offer, material financing or other significant transactions, or (3) is inadvisable because we are planning to prepare and file a registration statement for a primary offering of our securities.

Piggyback Registration Rights

Following this offering, the holders of approximately 50,224,176 shares of our common stock will be entitled to certain “piggyback” registration rights.

At any time at least 180 days following the consummation of this offering, in the event that we propose to register shares of our common stock under the Securities Act, either for our own account or for the account of other security holders, we will notify each stockholder party to the 2007 Registration Rights Agreement that is, or will be at the anticipated time of effectiveness of the applicable registration statement, permitted to sell shares of its common stock under the applicable lock-up provisions contained in the 2007 Stockholders’ Agreement of our intention to effect such a registration and will use our reasonable best efforts to include in such registration all shares requested to be included in the registration by each such stockholder, subject to certain marketing and other limitations.

Expenses of Registration, Restrictions and Indemnification

We will pay all registration expenses, including the legal fees of one counsel for all holders under the 2007 Registration Rights Agreement, other than underwriting discounts, commissions and transfer taxes, in connection with registering any shares of common stock pursuant to any demand, Form S-3 demand or piggyback registration described above. Under the 2007 Registration Rights Agreement, if a request for a demand or Form S-3 demand registration is withdrawn at the request of the majority of the holders of registrable securities requested to be registered, the holders of registrable securities who have withdrawn such request shall forfeit such demand or Form S-3 demand registration unless those holders pay or reimburse us for all of the related registration expenses.

The demand, Form S-3 demand and piggyback registration rights are subject to customary restrictions such as blackout periods and any limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. The 2007 Registration Rights Agreement also contains customary indemnification and contribution provisions.

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Board Rights

Pursuant to our employment letter with Mr. Thomas J. Pritzker, we have agreed that so long as he is a member of our board of directors, we will use our commercially reasonable efforts to appoint him as our executive chairman as long as he is willing and able to serve in that office. If he is not re-appointed as executive chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause.

Anti-Takeover Effects of Delaware Law and Provisions of Our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon completion of this offering could have the effect of delaying, deferring or discouraging another party from acquiring control of us. In particular, our dual class common stock structure will concentrate ownership of our voting stock in the hands of the Pritzker family business interests. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed in part to allow management to continue making decisions for the long-term best interest of Hyatt and all of our stockholders and encourage anyone seeking to acquire control of us to first negotiate with our board of directors. We believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could improve their terms.

Dual Class Structure

As discussed above, our Class B Common Stock is entitled to ten votes per share, while our Class A common stock is entitled to one vote per share. Our Class A common stock is the class of stock we are proposing to sell in our initial public offering and will be the only class of stock which is publicly traded. Following this offering, Pritzker family business interests will beneficially own, in the aggregate, approximately % of our Class B common stock, representing approximately % of the outstanding shares of our common stock and approximately % of the total voting power of our outstanding common stock. As a result, Pritzker family business interests will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. This concentrated control will limit your ability to influence corporate matters, and the interests of Pritzker family business interests may not always coincide with our interests or your interests. As a result, we may take actions that you do not believe to be in our interests or your interests that could depress our stock price.

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Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon completion of this offering, include the following provisions, among others:

our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share;

our board of directors is divided into three classes, with each class serving for a staggered three-year term;

our directors may be removed only for cause;

holders of our Class A common stock vote together with the holders of our Class B common stock on all matters, including the election of directors, and our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors;

vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office;

actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;

special meetings of our stockholders can be called only by the chairman of the board or by our corporate secretary at the direction of our board of directors;

our bylaws establish an advance notice procedure for stockholders to submit proposed nominations of persons for election to our board of directors and other proposals for business to be brought before an annual meeting of our stockholders;

our board of directors may issue up to 10,000,000 shares of preferred stock, with designations, rights and preferences as may be determined from time to time by our board of directors; and

an affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend all provisions of our amended and restated certificate of incorporation and bylaws.

Delaware Anti-Takeover Statute

We have elected not to be governed by Section 203 of the Delaware general corporation law, which otherwise would prohibit a Delaware corporation, subject to certain exceptions, from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder.

Lock-Up Agreements

Holders of shares, or % of our Class A common stock and % of our total voting power immediately following completion of this offering, and shares or % of our Class B common stock and % of our total voting power immediately following completion of this offering (in each case assuming no exercise of the underwriters’ option to purchase additional shares), have agreed to certain lock-up restrictions with respect to all or a portion of their common stock, in addition to the 180-day lock-up period agreed to with the underwriters. Such lock-up provisions may delay, defer or prevent a merger or other takeover or a change of control of our Company. For additional information, see “Shares Eligible For Future Sale—Lock-Up Agreements.”

Certain stockholders and beneficiaries of Pritzker family business interests have entered into additional agreements, including the Global Hyatt Agreement, the Foreign Global Hyatt Agreement, the Amended and Restated Agreement Relating to Stock and the 2007 Stockholders’ Agreement, which

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further restrict their ability to transfer such shares of common stock such that they may not transfer any shares of common stock to any known aggregators. For additional information, see “Stockholder Agreements” and “Shares Eligible For Future Sale—Lock-Up Agreements.”

Voting Agreements

Voting agreements entered into with and among our major stockholders, including Pritzker family business interests, Madrone GHC and the Goldman Sachs Funds, will result in a substantial number of our shares being voted consistent with the recommendations of our board of directors, which may limit your ability to influence the election of directors and other matters submitted to stockholders for approval. For additional information, see “Certain Relationships and Related Party Transactions—2007 Stockholders’ Agreement—Voting Agreement,” “Stockholder Agreements” and “Principal and Selling Stockholders.”

Standstill Agreements

Each stockholder party to the 2007 Stockholders’ Agreement has agreed, subject to certain limited exceptions, not to participate in any acquisition of any of our or our subsidiaries’ securities, any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries, any recapitalization, restructuring, liquidation, dissolution or any other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or any “solicitation” of “proxies.” These standstill provisions may prevent a merger or other takeover or a change of control of us. For additional information, see “Certain Relationships and Related Party Transactions—2007 Stockholders’ Agreement—Standstill.”

Listing

We have applied to have our Class A common stock approved for listing on the New York Stock Exchange under the symbol “H.”

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock and Class B common stock is . The transfer agent’s address is , and its telephone number is .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the market price of our Class A common stock prevailing from time to time after this offering. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, future sales of our Class A common stock in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our Class A common stock and could impair our ability to raise capital through the sale of our equity or equity-related securities in the future.

Upon the completion of this offering, we will have shares of Class A common stock outstanding, assuming no exercise of the underwriters’ option to purchase additional shares, and shares of Class B common stock outstanding.

The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering is based on 336,063,783 shares of common stock outstanding immediately prior to this offering. This number excludes 18,921,361 shares of common stock reserved for issuance under our LTIP and a restricted stock unit agreement.

Of the outstanding shares, all shares of Class A common stock sold in this offering and any shares sold upon exercise of the underwriters’ option to purchase additional shares will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by any of our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining outstanding shares of Class A common stock and Class B common stock will be deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act. Substantially all of these restricted securities will be subject to the 180-day lock-up period, which may be extended in specified circumstances. Restricted securities may be sold in the public market only if they are registered under the Securities Act or they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which rules are summarized below.

Substantially all of these restricted securities are subject to further contractual lock-up restrictions contained in the Global Hyatt Agreement, Foreign Global Hyatt Agreement, Amended and Restated Agreement Relating to Stock and the 2007 Stockholders’ Agreement in addition to the 180-day lock-up period as described below. These additional restrictions may be amended, waived or terminated by the parties to those lock-up agreements in accordance with the terms of those agreements or, with respect to the Global Hyatt Agreement and the Foreign Global Hyatt Agreement, the 20% limitations on sales of our common stock may, on an annual basis, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors, without the consent of the underwriters or us and without notice. As a result, following the expiration of the 180-day lock-up period agreed to with the underwriters, all shares of Class A common stock, including shares of Class A common stock that may be acquired upon conversion of shares of Class B common stock, will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent the lock-up restrictions contained in the Global Hyatt Agreement, Foreign Global Hyatt Agreement, Amended and Restated Agreement Relating to Stock or 2007 Stockholders’ Agreement, as applicable, are waived or terminated with respect to such shares. See “Stockholder Agreements.”

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the maximum amount permitted to be sold during the first time period that such shares are eligible to be sold, following the expiration of the 180-day lock-up period, and subject to the provisions of Rules 144 and 701 under the Securities Act described below, these restricted securities will be available for sale in the public market as follows:


Number of Shares		Time Period

		After 180 days and up to 12 months from the date of this prospectus.

		After 12 months and up to 24 months from the date of this prospectus.

		After 24 months and up to 36 months from the date of this prospectus.

		After 36 months and up to 42 months (3 ¹ / 2 years) from the date of this prospectus.

		After 42 months (3 ¹ / 2 years) and up to 48 months from the date of this prospectus.

		After 48 months and up to 54 months (4 ¹ / 2 years) from the date of this prospectus.

		After 54 months (4 ¹ / 2 years) and up to 60 months from the date of this prospectus.

		After 60 months and up to 66 months (5 ¹ / 2 years) from the date of this prospectus.

		After 66 months (5 ¹ / 2 years) and up to 72 months from the date of this prospectus.

		At various times after 72 months from the date of this prospectus.

If shares are not sold during the first time period that they become eligible for sale as set forth above, the number of shares eligible for sale during future periods will increase.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares without complying with the manner of sale, volume limitations or notice provisions of Rule 144.

In general, under Rule 144 as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

1% of the number of shares of Class A common stock then outstanding, which will equal approximately shares immediately after this offering; and

the average weekly trading volume of the Class A common stock on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

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Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement in a transaction before the effective date of this offering that was completed in reliance on, and complied with the requirements of, Rule 701 will, subject to the lock-up restriction described below, be eligible to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.

Lock-Up Agreements

Lock-Up Agreement with Underwriters

We and all of our directors, executive officers and holders of substantially all of our common stock outstanding immediately prior to this offering, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the date of release of earnings results or the announcement of the material news or material event, as applicable, unless Goldman, Sachs & Co. waives, in writing, such extension.

Pritzker Family Lock-Up Agreements

Global Hyatt Agreement

Under the Global Hyatt Agreement, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, solely in their capacity as co-trustees of U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, that own, directly or indirectly, 238,256,469 shares, or 70.9%, of our common stock (and will own shares, or %, of our Class B common stock immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares), and the adult beneficiaries of such trusts have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of the voting securities of Hyatt is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 20% of their aggregate holdings of our common stock in each 12-month period (without carry-overs), other than knowingly to any aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors, such 20% limitation may, on an annual basis, be increased to a higher percentage or waived entirely. The Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of the co-trustees of the Pritzker Family U.S. Situs Trusts, 75% of

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the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, James N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.”

Foreign Global Hyatt Agreement

Under the Foreign Global Hyatt Agreement, each of the adult beneficiaries of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, which indirectly own, 44,674,314 shares, or 13.3%, of our common stock (and will own shares, or %, of our Class B common stock immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares) have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the voting power of the voting securities of Hyatt is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses and/or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 20% of their aggregate direct or indirect holdings of our common stock in each 12-month period (without carry-overs), other than knowingly to any aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors, such 20% limitation may, on an annual basis, be increased to a higher percentage or waived entirely. The Foreign Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of 75% of the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, James N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.” The adult beneficiaries have informed CIBC, in its capacity as trustee of the non-U.S. situs trusts and the directors of IHE, INC. and its subsidiaries of their agreement and expressed their desire that CIBC and the directors of IHE, INC. and its subsidiaries act in accordance with the foregoing provisions.

Amended and Restated Agreement Relating to Stock

In addition to the lock-up agreements described above, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, solely in their capacity as co-trustees of U.S. situs trusts for the benefit of Mr. Thomas J. Pritzker, Ms. Penny Pritzker and Ms. Gigi Pritzker Pucker and their lineal descendants, and Thomas J. Pritzker, Penny Pritzker and Gigi Pritzker Pucker and their respective adult lineal descendants have entered into an Amended and Restated Agreement Relating to Stock, whereby the holders of shares, or %, of our common stock (who will own shares, or %, of our Class B common stock immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares) have agreed to further restrict their ability to transfer such shares of common stock. Subject to limited permitted transfers described in the agreement, and subject to the terms of the Global Hyatt Agreement and Foreign Global Hyatt Agreement described above, each stockholder party to the agreement may transfer up to one-third of its common stock held as of August 28, 2007 (or deemed to be held as of such date) to unaffiliated third parties during each 365-day period beginning on the dates that are three and one-half, four and one-half and five and one-half years following the consummation of this offering; provided that such transfers are accomplished by way of a broad distribution sale. In addition, following the consummation

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of this offering, each of such stockholders may transfer up to one-third of its common stock held as of August 28, 2007 (or deemed to be held as of such date) to unaffiliated third parties (1) at any time following the end of the first calendar year during which the “existing stockholders” (as described below) owned less than 25% of our common stock at any time during such year or (2) at any time following both (a) August 28, 2007 and (b) the first date on which the applicable market value of our Class A common stock exceeds 165% of the gross price per share at which the Class A common stock was first traded in connection with this offering; provided that such transfers are accomplished by way of an underwritten public offering or in an otherwise broad distribution sale. The term “existing stockholders” is defined in the agreement to mean (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and their spouses, (ii) trusts for the benefit of such persons, or (iii) affiliates of any such persons listed in clauses (i) and (ii). In addition, no stockholder party to the Amended and Restated Agreement Relating to Stock may transfer (1) the legal or beneficial ownership of any common stock held by such stockholder unless such acquiring person’s ownership of common stock is not reasonably likely to jeopardize any licensing from a governmental authority, (2) any common stock to a competitor of ours engaged in one or more of the hospitality, lodging or gaming industries, (3) any common stock to an aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment) or (4) any common stock that would cause a stockholder to violate any provision of the Amended and Restated Agreement Relating to Stock. Such restrictions are qualified by the “actual knowledge” of the transferring stockholder in the case of transfers pursuant to an underwritten public offering or a broad distribution sale. The transfer restrictions set forth in the Amended and Restated Agreement Relating to Stock expire at 11:59 p.m. (Central time) on the earlier of the day after the date that is five and one-half years following the consummation of this offering or the date on which the stockholders party to the 2007 Stockholders’ Agreement are released from the transfer restrictions set forth therein. The Amended and Restated Agreement Relating to Stock may be amended by the holders of a majority of the restricted stock held by the stockholders party to the agreement and each of Thomas J. Pritzker, Penny Pritzker and Gigi Pritzker Pucker, and may be terminated by the written agreement of each of the parties thereto.

2007 Stockholders’ Agreement—Transfer Restrictions

With respect to an aggregate of 37,987,625 shares, or 11.3%, of our common stock (and 37,987,625 shares, or % of our Class B common stock immediately following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares) of common stock held by stockholders party to the 2007 Stockholders’ Agreement, such stockholders are restricted from transferring these shares of common stock held by them, except to us, their affiliates (with the prior written consent of our board of directors), in limited amounts over specified time periods as described below and as otherwise permitted pursuant to the terms of the agreement. Subject to rights of first refusal and “drag along” rights and provided that such transfers are accomplished by way of a broad distribution sale, following the consummation of this offering, each stockholder party to the 2007 Stockholders’ Agreement may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A convertible preferred stock to unaffiliated third parties during each 365-day period beginning on the dates that are three and one-half, four and one-half and five and one-half years following the consummation of this offering. In addition, following the consummation of this offering, subject to the rights of first refusal and “drag along” rights, such stockholder may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A convertible preferred stock to unaffiliated third parties (1) at any time following the end of the first calendar year during which the “existing stockholders” (as described below) owned less than 25% of our common stock at any time during such year or (2) at any time following both (a) the second anniversary of the issuance of common stock to the relevant stockholder under the Subscription Agreement or the issuance of common stock upon conversion of the Series A convertible preferred stock and (b) the first date on which the applicable market value

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of our Class A common stock exceeds 165% of the gross price per share at which the Class A common stock was first traded in connection with this offering; provided that such transfers are accomplished by way of an underwritten public offering or in an otherwise broad distribution sale. The term “existing stockholders” is defined in the agreement to mean (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and their spouses, (ii) trusts for the benefit of such persons and/or (iii) affiliates of any such persons listed in clauses (i) and (ii). Subject to the rights of first refusal and “drag along” rights, the transfer restrictions set forth in the 2007 Stockholders’ Agreement expire at 11:59 p.m. (Central time) on the day after the date that is five and one-half years following the consummation of this offering. The transfer restrictions described above other than the right of first refusal and “drag along” rights do not apply with respect to an aggregate of 12,236,551 shares of common stock owned by stockholders party to the 2007 Stockholders’ Agreement.

Notwithstanding the foregoing, and subject to rights of first refusal and “drag along” rights, following the consummation of this offering, in the event that any “initial holder” (as described below) transfers all or any portion of the shares of common stock held by such initial holder as of August 28, 2007 (other than pursuant to certain permitted transfers), each stockholder party to the 2007 Stockholders’ Agreement may transfer up to a pro rata portion of such stockholder’s common stock; provided, however, that in any 365-day period or calendar year in which such stockholder is permitted to transfer shares of common stock pursuant to the terms described in the preceding paragraph, such stockholder’s right to transfer a pro rata portion of its common stock shall apply only to the extent that the aggregate number of shares of common stock held by the initial holders at the commencement of such 365-day period or calendar year by initial holders and transferred by initial holders in such 365-day period or calendar year, as a percentage of the aggregate number of shares of common stock held by the initial holders as of August 28, 2007, at the commencement of such 365-day period or calendar year, exceeds the maximum percentage of such stockholder’s shares of common stock that such stockholder is permitted to sell in such 365-day period or calendar year (as described in the preceding paragraph), with the result that only such excess number of shares of common stock held by the initial holders as of August 28, 2007, and transferred by the initial holders will be taken into account in determining such stockholder’s pro rata portion eligible for transfer. The rights described in this paragraph expire at 11:59 p.m. (Central time) on the day after the date that is five and one-half years following the consummation of this offering. The term “initial holder” is defined in the agreement to mean (i) any of Mr. Thomas J. Pritzker, Ms. Penny Pritzker or Ms. Gigi Pritzker Pucker or (ii) trusts for the benefit of these individuals or for the benefit of their respective spouses or lineal descendants.

In addition, no stockholder party to the 2007 Stockholders’ Agreement may transfer (1) the legal or beneficial ownership of any common stock held by such stockholder unless such acquiring person’s ownership of common stock is not reasonably likely to jeopardize any licensing from a governmental authority, as determined by our board of directors in its reasonable discretion, (2) any common stock to a competitor of ours engaged in one or more the hospitality, lodging and/or gaming industries, (3) any common stock to an aggregator (i.e., a person who is required to file a Schedule 13D (or successor form) under the Exchange Act, disclosing an intent other than for investment), or (4) any common stock that would cause a stockholder to violate any provision of the agreement. Such restrictions are qualified by the “actual knowledge” of the transferring stockholder in the case of transfers pursuant to an underwritten public offering or a broad distribution sale. The 2007 Stockholders’ Agreement may be amended, waived or terminated by written consent of the Company and each of the stockholders party to the Agreement. See also “Certain Relationships and Related Party Transactions—2007 Stockholders’ Agreement.”

Registration Rights

Beginning 180 days following the consummation of this offering, and subject to the lock-up restrictions described above, the holders of 50,224,176 shares of common stock or their transferees will be entitled to various rights with respect to the registration of their shares under the Securities Act.

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Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of registration, except for shares purchased by affiliates. See “Description of Capital Stock—Registration Rights.”

Registration Statements

We intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock issued or reserved for issuance under our LTIP. Such registration statement will become effective immediately upon filing, and shares covered by such registration statement will be eligible for sale in the public market immediately after the effective date, upon the expiration or release from the terms of the lock-up agreements, and subject to vesting of such shares and to Rule 144 volume limitations applicable to affiliates.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO

NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following discussion describes the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership and disposition of our Class A common stock issued pursuant to this offering. This discussion is not a complete analysis of all the potential U.S. federal income tax consequences relating thereto, nor does it address any tax consequences arising under any state, local or foreign tax laws, the federal estate tax or gift tax rules, or any other U.S. federal tax laws. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the IRS) all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our Class A common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase our Class A common stock in this offering and who hold our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of that holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, U.S. expatriates and former long-term permanent residents of the United States, an integral part or controlled entity of a foreign sovereign, partnerships and other pass-through entities, real estate investment trusts, regulated investment companies, “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies,” corporations that accumulate earnings to avoid U.S. federal income tax, banks, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax-qualified retirement plans, persons subject to the alternative minimum tax, persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment, persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation, or persons deemed to sell the Class A common stock under the constructive sale provisions of the Code.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, THE FEDERAL ESTATE OR GIFT TAX RULES, AND ANY OTHER U.S. FEDERAL TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our Class A common stock that is not a “U.S. person” or a partnership for U.S. federal income tax purposes. A U.S. person is any of the following:

an individual citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income tax regardless of its source; or

a trust (1) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) that has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our Class A common stock and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of acquiring, owning or disposing of our Class A common stock.

Distributions on our Class A Common Stock

Payments on our Class A common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s adjusted tax basis in the Class A common stock, but not below zero. Any remaining excess will be treated as capital gain.

Dividends paid to a non-U.S. holder of our Class A common stock that are not effectively connected with a U.S. trade or business conducted by such holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically. Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but which qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

If a non-U.S. holder holds our Class A common stock in connection with the conduct of a trade or business in the United States, and dividends paid on the Class A common stock are effectively connected with such holder’s U.S. trade or business, the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable successor form) prior to the payment of such dividends.

Any dividends paid on our Class A common stock that are effectively connected with a non-U.S. holder’s U.S. trade or business (or if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a resident of the United States, unless an applicable tax treaty provides otherwise and such holder is entitled to treaty benefits. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax equal to 30% (or such lower rate specified by an applicable tax treaty) of a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders are urged to consult any applicable tax treaties that may provide for different rules.

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Gain on Disposition of our Class A Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class A common stock unless:

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, or if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

our Class A common stock constitutes a U.S. real property interest by reason of our status as a USRPHC during the relevant statutory period.

Unless an applicable tax treaty provides otherwise, gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a resident of the United States. Non-U.S. holders that are foreign corporations also may be subject to a branch profits tax equal to 30% (or such lower rate specified by an applicable tax treaty) of a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders are urged to consult any applicable tax treaties that may provide for different rules.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such a lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses (even though the individual is not considered a resident of the United States) provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, if we are or become a USRPHC, so long as our Class A common stock is regularly traded on an established securities market (within the meaning of applicable Treasury Regulations), shares of our Class A common stock will be treated as U.S. real property interests only with respect to a non-U.S. holder that owned (actually or constructively) more than 5% of our Class A common stock at any time during the shorter of the five-year period ending on the date of disposition of such stock or the non-U.S. holder’s holding period in such stock. In general, a corporation is a USRPHC if the fair market value of its “United States real property interests” (as defined in the Code and applicable Treasury Regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. Because we have significant U.S. real estate holdings, we may be a USRPHC, but we have made no determination to that effect. As a result, there can be no assurance that we do not currently constitute or will not become a USRPHC. Non-U.S. holders owning (actually or constructively) more than 5% of our Class A common stock should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of our Class A common stock.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends on our Class A common stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

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This information reporting regime is reinforced by “backup withholding” rules, which generally require payors to withhold tax from payments subject to information reporting if the recipient fails to provide its correct taxpayer identification number or repeatedly fails to report interest or dividends on its returns.

Backup withholding, currently at a rate of 28%, however, generally will not apply to payments of dividends to a non-U.S. holder of our Class A common stock provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge or reason to know that the holder is a U.S. person that is not an exempt recipient.

Payments of the proceeds from a disposition by a non-U.S. holder of our Class A common stock made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) will apply to those payments if the broker does not have documentary evidence that the beneficial owner is a non-U.S. holder, an exemption is not otherwise established, and the broker is:

a U.S. person or a foreign branch or office of a U.S. person;

a controlled foreign corporation for U.S. federal income tax purposes;

a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or

a foreign partnership if at any time during its tax year (1) one or more of its partners are U.S. persons who hold in the aggregate more than 50% of the income or capital interest in such partnership or (2) it is engaged in the conduct of a U.S. trade or business.

Payment of the proceeds from a non-U.S. holder’s disposition of our Class A common stock made by or through the U.S. office of a broker generally will be subject to information reporting and backup withholding unless the non-U.S. holder certifies as to its non-U.S. holder status under penalties of perjury, such as by providing a valid IRS Form W-8BEN or W-8ECI, or otherwise establishes an exemption from information reporting and backup withholding, provided the broker does not have actual knowledge or reason to know that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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UNDERWRITING

We, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are the representatives of the underwriters.


Underwriters		Number of Shares
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.

Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional shares from certain of our existing stockholders. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by the Company

Paid by the Selling Stockholders

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our directors, executive officers and holders of substantially all of our common stock, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the

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date that is 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. See “Shares Eligible for Future Sale” for a discussion of certain other transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

Prior to this offering, there has been no public market for the shares. The initial public offering price will be negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the common stock on the New York Stock Exchange under the symbol “H.” In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with this offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

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European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43,000,000 and (3) an annual net turnover of more than € 50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

We and the selling stockholders estimate that our share of the total expenses of this offering in aggregate, excluding the underwriting discount, will be approximately $ .

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. In particular, the affiliates of each of Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are lenders under our revolving credit facility and have received and will receive fees from us.

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LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Latham & Watkins LLP, Chicago, Illinois. The underwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The financial statements of Hyatt Hotels Corporation as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 and the related financial statement schedule included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, which report expresses an unqualified opinion on the financial statements and financial statement schedule and includes an explanatory paragraph relating to the adoption of new accounting standards. Such financial statements and financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC under the Securities Act a registration statement on Form S-1 relating to the shares of Class A common stock we and the selling stockholders are offering by this prospectus. This prospectus, which constitutes part of the registration statement filed with the SEC, does not contain all the information included in the registration statement and the exhibits and schedules thereto. For further information with respect to us and our common stock, you should refer to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete, and, where the contract, agreement or other document is an exhibit to the registration statement, any statement with respect to such contract, agreement or document is qualified by the provisions of such exhibit. You may examine and copy the registration statement, including the exhibits, at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain a copy of all or a portion of the registration statement by mail from the Public Reference Section of the SEC at the same address, upon payment of prescribed fees. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains periodic reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is http:/ /www.sec.gov .

As a result of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, will file periodic reports, proxy statements and other information with the SEC.

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H YATT HOTELS CORPORATION*

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


AUDITED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006		F-3
Consolidated Balance Sheets as of December 31, 2008 and 2007		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006		F-5
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006		F-7
Notes to Consolidated Financial Statements		F-8
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS		F-50

UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
Consolidated Statements of Income for the Six Months ended June 30, 2009 and 2008 (Unaudited)		F-51
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 (Unaudited)		F-52
Consolidated Statements of Cash Flows for the Six Months ended June 30, 2009 and 2008 (Unaudited)		F-53
Consolidated Statements of Changes in Stockholders’ Equity for the Six Months ended June 30, 2009 and 2008 (Unaudited)		F-55
Notes to Unaudited Consolidated Interim Financial Statements		F-56

*	Formerly known as Global Hyatt Corporation.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Hyatt Hotels Corporation:

We have audited the accompanying consolidated balance sheets of Hyatt Hotels Corporation and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index at page F-1. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, on January 1, 2009, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 . Additionally, as discussed in Notes 2, 11 and 12 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 , on January 1, 2007, changed its method of accounting for real estate time-sharing transactions in connection with the adoption of Statement of Position 04-2, Accounting for Real Estate Time-Sharing Transactions , on January 1, 2006, and changed its method of accounting for defined benefit pension and other postretirement plans in connection with the adoption of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) , on December 31, 2006.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

February 27, 2009

(August 5, 2009 as to the effects of the retrospective adoption of SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 , as disclosed in Note 2, for the inclusion of Earnings Per Share information on the consolidated statements of income and Note 22, and for the inclusion of the financial statement schedule listed in the Index at page F-1.)

F-2

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2008, 2007, and 2006

(In millions of dollars)


	2008			2007			2006
REVENUES:
Owned and leased hotels	$	2,139		$	2,039		$	1,860
Management and franchise fees		290			315			294
Other revenues		83			103			110
Other revenues from managed properties		1,325			1,281			1,207

Total revenues		3,837			3,738			3,471

DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels		1,583			1,524			1,424
Depreciation and amortization		249			214			195
Other direct costs		26			42			46
Selling, general, and administrative		290			292			247
Other costs from managed properties		1,325			1,281			1,207

Direct and selling, general, and administrative expenses		3,473			3,353			3,119
Net (losses) gains and interest income from marketable securities held to fund operating programs		(36	)		15			12
Equity earnings from unconsolidated hospitality ventures		14			11			13
Interest expense		(75	)		(43	)		(36	)
Gains on sales of real estate		—			22			57
Asset impairments		(86	)		(61	)		—
Other income, net		23			145			126

INCOME BEFORE INCOME TAXES		204			474			524
PROVISION FOR INCOME TAXES		(90	)		(208	)		(193	)

INCOME FROM CONTINUING OPERATIONS		114			266			331
DISCONTINUED OPERATIONS:
Income from discontinued operations, net of income tax expense (benefit) of $0, $2, and $(7) in 2008, 2007, and 2006, respectively		1			3			4
Gain (loss) on sale of discontinued operations, net of income tax expense (benefit) of $28, $1, and $(1) in 2008, 2007, and 2006, respectively		55			2			(2	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		—			—			(4	)

NET INCOME		170			271			329
NET (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(2	)		(1	)		(14	)

NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	168		$	270		$	315

EARNINGS PER SHARE – Basic
Income from continuing operations	$	0.45		$	0.98		$	1.20
Net income attributable to Hyatt Hotels Corporation	$	0.66		$	1.00		$	1.15
EARNINGS PER SHARE – Diluted
Income from continuing operations	$	0.45		$	0.98		$	1.20
Net income attributable to Hyatt Hotels Corporation	$	0.66		$	1.00		$	1.15

See accompanying notes to consolidated financial statements.

F-3

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2008 and 2007

(In millions, except share and per share amounts)


	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	428		$	409
Restricted cash		37			20
Receivables, net of allowances of $24 and $21 at December 31, 2008 and 2007, respectively		281			318
Inventories		170			150
Prepaids and other assets		72			73
Prepaid income taxes		18			3
Deferred tax assets		51			25
Assets of discontinued operations		—			67

Total current assets		1,057			1,065
Investments		204			324
Property and equipment, net		3,495			3,518
Notes receivable, net of allowances		410			160
Goodwill		120			203
Intangibles, net		256			359
Deferred tax assets		126			151
Other assets		451			468

TOTAL ASSETS	$	6,119		$	6,248


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	38		$	26
Accounts payable		318			303
Accrued expenses		177			174
Accrued income taxes		23			54
Accrued compensation and benefits		97			132
Liabilities of discontinued operations		—			8

Total current liabilities		653			697
Long-term debt		1,209			1,288
Other long-term liabilities		665			794

Total liabilities		2,527			2,779
Commitments and contingencies (see Note 14)

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, 100,000 issued and outstanding as of December 31, 2008 and 2007, respectively		—			—
Common stock, $0.01 par value per share, 400,000,000 shares authorized, 239,660,762 issued and outstanding at December 31, 2008, and 275,466,074 issued and 239,647,122 outstanding at December 31, 2007		2			3
Additional paid-in capital		2,241			3,323
Retained earnings		1,381			1,213
Treasury stock (35,818,952 shares at December 31, 2007), at cost		—			(1,101	)
Accumulated other comprehensive loss		(60	)		(4	)

Total stockholders’ equity		3,564			3,434

Noncontrolling interests in consolidated subsidiaries		28			35

Total equity		3,592			3,469

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,119		$	6,248

See accompanying notes to consolidated financial statements.

F-4

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2008, 2007, and 2006

(In millions of dollars)


	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	170		$	271		329
(Gain) loss on sale of discontinued operations		(55	)		(2	)	2
Income from discontinued operations		(1	)		(3	)	(4	)
Cumulative effect of change in accounting principle		—			—		4

Income from continuing operations		114			266		331

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		249			214		195
Deferred income taxes		5			(100	)	(18	)
Asset impairments		86			61		—
Equity earnings from unconsolidated hospitality ventures, less dividends received		(5	)		1		17
Gain on sales of real estate		—			(22	)	(57	)
Foreign currency exchange losses (gains)		24			(17	)	(11	)
Net realized losses from marketable securities		14			—		—
Net unrealized losses (gains) from marketable securities		23			(12	)	(10	)
Other		(44	)		(76	)	(63	)
Increase (decrease) in cash attributable to changes in assets and liabilities:
Receivables, net		4			(19	)	(45	)
Inventories		(21	)		14		9
Accounts payable		(10	)		(19	)	43
Accrued compensation and benefits		(31	)		5		25
Accrued expenses and other current liabilities		(95	)		89		(19	)
Other, net		(26	)		(23	)	(28	)

Net cash provided by operating activities of continuing operations		287			362		369

(Continued)

F-5

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2008, 2007, and 2006

(In millions of dollars)


	2008			2007			2006
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to investments and purchases of marketable securities		(87	)		(32	)		(64	)
Distributions from investments		209			116			109
Proceeds from sale of investments and marketable securities		8			—			50
Proceeds from notes receivable		19			19			22
Issuance of notes receivable		(281	)		(23	)		(38	)
Acquisitions, net of cash acquired		(28	)		(240	)		(308	)
Purchase of property and equipment		(258	)		(377	)		(326	)
Contract acquisition costs		(8	)		(5	)		(14	)
Proceeds from sales of real estate		—			98			93
Decrease (increase) in restricted cash - investing		3			48			(18	)

Net cash used in investing activities of continuing operations		(423	)		(396	)		(494	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		175			1,386			1
Payments on debt		(169	)		(1,135	)		(86	)
Increase in restricted cash - financing		(17	)		—			—
Distributions to noncontrolling interests		(2	)		(1	)		(16	)
Purchase of noncontrolling interests		(7	)		—			(3	)
Costs related to issuance of debt and stock		—			(23	)		—
Issuance of convertible preferred stock		—			500			—
Capital contribution		—			—			12
Purchase of treasury stock		—			(1,101	)		—

Net cash provided by (used in) financing activities of continuing operations		(20	)		(374	)		(92	)

CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS:
Net cash provided by (used in) operating activities of discontinued operations		4			24			(11	)
Net cash provided by investing activities of discontinued operations		139			7			41

Net cash provided by discontinued operations		143			31			30

EFFECT OF EXCHANGE RATE CHANGES ON CASH		25			(14	)		(4	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		12			(391	)		(191	)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		416			807			998

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	428		$	416		$	807

LESS CASH AND CASH EQUIVALENTS DISCONTINUED OPERATIONS		—			7			6

CASH AND CASH EQUIVALENTS CONTINUING OPERATIONS - END OF PERIOD	$	428		$	409		$	801

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest	$	62		$	48		$	38

Cash paid during the year for income taxes	$	198		$	224		$	232

Non-cash investing and financing activities are as follows:
Capital lease	$	1		$	248		$	—
Stock subscription receivable	$	—		$	18		$	—

(Concluded)

See accompanying notes to consolidated financial statements.

F-6

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006

(In millions of dollars, except share amounts)


	Total			Common Stock Amount			Additional Paid-in Capital			Retained Earnings			Treasury Stock Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries
BALANCE—JANUARY 1, 2006	$	3,463		$	3		$	2,786		$	647		$	—		$	(6	)	$	33

Net income		329			—			—			315			—			—			14
Foreign currency translation adjustments, net of income tax of $7		2			—			—			—			—			2			—
Minimum pension liability adjustment, net of income tax of $8		(14	)		—			—			—			—			(14	)		—

Comprehensive Income		317			—			—			315			—			(12	)		14
Capital contribution (see Note 18)		12			—			12			—			—			—			—
Distribution (see Note 12)		(10	)		—			—			(10	)		—			—			—
Distributions to noncontrolling interests		(16	)		—			—			—			—			—			(16	)
Purchase of subsidiary shares from non-controlling interest		(3	)		—			—			—			—			—			(3	)
Attribution of share based payments		1			—			1			—			—			—			—
Adjustment to initially apply FAS 158, net of income tax of $2		(4	)		—			—			—			—			(4	)		—

BALANCE—DECEMBER 31, 2006		3,760			3			2,799			952			—			(22	)		28

Net income		271			—			—			270			—			—			1
Foreign currency translation adjustments, net of income tax of $(0)		16			—			—			—			—			16			—
Unrecognized pension cost, net of income tax of $2		2			—			—			—			—			2			—

Comprehensive Income		289			—			—			270			—			18			1
Adjustment to initially apply FIN 48		(9	)		—			—			(9	)		—			—			—
Issuance of convertible preferred stock		497			—			497			—			—			—			—
Purchase of treasury stock		(1,101	)		—			—			—			(1,101	)		—			—
Stock subscription receivable		18			—			18			—			—			—			—
Noncontrolling interest in acquired hotel property		7			—			—			—			—			—			7
Distributions to noncontrolling interests		(1	)		—			—			—			—			—			(1	)
Attribution of share based payments		9			—			9			—			—			—			—

BALANCE—DECEMBER 31, 2007		3,469			3			3,323			1,213			(1,101	)		(4	)		35

Net income		170			—			—			168			—			—			2
Foreign currency translations adjustments, net of income tax of $(13)		(68	)		—			—			—			—			(68	)		—
Unrecognized pension cost, net of income tax of $8		14			—			—			—			—			14			—
Unrealized loss on hedge activity, net of income tax of $(1)		(2	)		—			—			—			—			(2	)		—

Comprehensive Income		114			—						168			—			(56	)		2
Capital Contribution (see Note 18)		5			—			5			—			—			—			—
Retirement of treasury stock		—			(1	)		(1,100	)		—			1,101			—			—
Distributions to noncontrolling interests		(2	)		—			—			—			—			—			(2	)
Purchase of subsidiary shares from non-controlling interest		(7	)		—			—			—			—			—			(7	)
Attribution of share based payments		13			—			13			—			—			—			—

BALANCE—DECEMBER 31, 2008	$	3,592		$	2		$	2,241		$	1,381		$	—		$	(60	)	$	28

See accompanying notes to consolidated financial statements.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, unless otherwise indicated)

1.	ORGANIZATION

Hyatt Hotels Corporation, a Delaware corporation, and subsidiaries (“Hyatt Hotels Corporation”), which, collectively, may be referred to as “we,” “us,” “our,” “HHC,” or the “Company,” is principally owned directly and indirectly by trusts for the benefit of various members of the Pritzker family (the “Family”).

The Company provides hospitality services on a worldwide basis through the management, franchising and ownership of hospitality related businesses. Our operations consist of the following:

We operate or franchise 218 full-service, Hyatt-branded hotels, consisting of 95,756 rooms, in 45 countries throughout the world. We hold ownership interests in certain of these hotels. We operate or franchise 159 select-service, Hyatt-branded hotels with 20,078 rooms in the United States and Canada. We hold ownership interests in certain of these hotels. We develop and/or operate Hyatt-branded timeshare, fractional and other forms of residential or vacation properties.

Our North American management and hotel ownership company, Hyatt Corporation, was founded in 1957. Our international management and hotel ownership company, Hyatt International Corporation, was founded in 1968. On August 4, 2004, our predecessor, Global Hyatt, Inc., was incorporated in Delaware as a holding company to combine our North American and international hospitality operations and increase the scale and scope of our company. Effective October 13, 2004, the name Global Hyatt, Inc. was changed to Global Hyatt Corporation. On December 31, 2004, the stock of Hyatt Corporation and AIC, which owned Hyatt International Corporation, and the other hospitality-related assets of the Pritzker family business interests were contributed to Global Hyatt Corporation in exchange for shares of Global Hyatt Corporation common stock. The contribution was accounted for as a transaction between entities under common control in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141 Business Combinations. As such, the contribution was recorded on the Company’s books at the same historical cost as that carried on the books for the transferors. Effective June 30, 2009, Global Hyatt Corporation changed its name to Hyatt Hotels Corporation.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation —The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Investments in joint ventures are accounted for using the guidance of the revised Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51 (“FIN 46R”), for all ventures deemed to be variable interest entities.

Use of Estimates —We are required to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ materially from such estimated amounts.

Revenue Recognition —Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:

Owned and leased hotel revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.

F-8

Management and franchise fees earned from hotels managed and franchised worldwide:

–

Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.

–

We account for the sale of real estate assets in accordance with FASB Statement No. 66. Realized gains from the sale of hotel real estate assets where we maintain continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenues over the term of the underlying management contract.

–

Franchise fees are generally based on a percentage of hotel rooms’ revenues and are recognized in accordance with FASB Statement No. 45, Accounting for Franchise Fee Revenue , as the fees are earned and become due from the franchisee when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.

Other revenues

–

Other revenues primarily include revenues from our timeshare business. Consistent with the guidance in FASB Statement No. 152, Accounting for Real Estate Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67 , we recognize timeshare revenues when a minimum of 10% of the purchase price for the interval has been received, the period of cancellation with refund has expired, and receivables are deemed collectible. For sales that do not qualify for full revenue recognition as the project has progressed beyond the preliminary stages but has not yet reached completion, all revenues and associated direct expenses are initially deferred and recognized in earnings through the percentage-of-completion method.

Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.

Cash Equivalents —We consider all investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.

Restricted Cash —We have restricted cash of $36.7 million and $20.0 million at December 31, 2008 and 2007, respectively. Of these amounts: (i) $17.0 million and $0 at December 31, 2008 and 2007, respectively, are funds deposited in an interest bearing account for security of a long-term loan and satisfying debt covenant requirements; (ii) $4.5 million and $3.4 million at December 31, 2008 and 2007, respectively, are escrow deposits on purchases of our timeshare intervals; (iii) $6.4 million and $1.2 million at December 31, 2008 and 2007, respectively, are advance payments of certain taxes and fees related to timeshare units that are required to be held in escrow under statutory law; (iv) $0 and $6 million relate to earnest money for a potential hotel acquisition; and (v) $0 and $2.6 million relate to funds held in an interest bearing escrow account to settle any final purchase price adjustments for the purchase of the remaining 50% interest in the Great Eastern Hotel Holding Company (see Note 17). The remaining $8.8 million and $6.8 million in 2008 and 2007, respectively, secure certain long-term letters of credit related to hotel equity investments, real estate taxes, property insurance, security deposits, property and equipment reserves, and long-term loans. These amounts are invested in interest-bearing accounts. The fair value of the restricted cash approximates its carrying value.

F-9

Investments —We consolidate entities under our control. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, are accounted for by the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.

Marketable Securities —Our portfolio of marketable securities is accounted for as trading securities and consists of various types of common stock, fixed income securities, and mutual funds. Marketable securities are principally included within other noncurrent assets in the consolidated balance sheets (see Note 8). Fair value is based on listed market prices where available. Marketable securities are recorded at fair value with unrealized gains and losses reflected in the consolidated statements of income.

Other Income, Net —Other income, net includes interest income on interest-bearing cash and cash equivalents, gains (losses) on other marketable securities (see Note 8), income from cost method investments (see Note 3) and foreign currency gains (losses) including gains (losses) on foreign currency exchange rate instruments (see Note 19). The table below provides a reconciliation of the components in other income, net for the years ended December 31, 2008, 2007, and 2006 respectively:


(In millions of dollars)	For the years ended December 31,
(In millions of dollars)	2008			2007			2006
Interest income on interest-bearing cash and cash equivalents	$	23.1		$	42.9		$	49.2
Gains (losses) on other marketable securities		(37.2	)		—			—
Income from cost method investments		64.1			86.8			72.0
Foreign currency gains (losses)		(23.5	)		16.7			10.7
Other		(4.0	)		(1.6	)		(5.5	)

Other income, net	$	22.5		$	144.8		$	126.4

Foreign Currency —The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at year-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders’ equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a long-term nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a long-term nature are reported currently in income.

Notes Receivable —These receivables reflect the amounts due from our financing of timeshare interval sales, as well as receivables from certain franchisees and other hotel owners or developers. We carry mortgages receivable at amortized cost in current receivables and noncurrent receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. The adequacy of the allowance is determined by management through the analysis of several factors, such as economic conditions and industry trends, defaults, past-due aging, and historical write-offs of mortgages and contracts receivable. The allowance is maintained at a level believed adequate by management based on a periodic analysis of the portfolio of receivables.

F-10

Inventories —Inventories are comprised principally of unsold timeshare intervals of $153.8 million and $137.1 million at December 31, 2008 and 2007, respectively, and food and beverage inventories at our owned and leased hotels. Timeshare inventory is carried at the lower of cost or market, based on relative sales value or net realizable value. Food and beverage inventories are generally valued at the lower of cost (first-in, first-out) or market. Timeshare interval products inventory, which has an operating cycle that exceeds 12 months, is classified as a current asset consistent with recognized industry practice.

Property and Equipment —Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are provided over the estimated useful lives of the assets, primarily on the straight-line method. All repair and maintenance costs are expensed as incurred.

Useful lives assigned to property and equipment are as follows:


Buildings and improvements		15–50 years
Leasehold improvements		The shorter of the lease term or useful life of asset
Furniture and equipment		2–21 years
Computers		3–6 years

Long-Lived Assets and Definite-Lived Intangibles —We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain trigger events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets and definite-lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.

Goodwill —We evaluate goodwill for impairment on an annual basis during the fourth quarter of each year using balances as of the end of September and at an interim date if a triggering event occurs. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount with an impairment being recognized only where the fair value is less than carrying value. See Note 7 for additional information about goodwill.

Income Taxes —We account for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes . The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is not more likely than not to be substantiated on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 12.

F-11

observable market information, where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and therefore, fair values cannot always be determined with precision.

The carrying values of cash and cash equivalents, accounts receivable, notes receivable – current, accounts payable, and current portion of debt approximate fair value due to the short-term nature of these items and their close proximity to maturity.

The fair value of marketable securities is discussed in Note 8; the fair value of notes receivable is discussed in Note 6; and the fair value of long-term debt is discussed in Note 9.

Hyatt Gold Passport Fund —The Hyatt Gold Passport Program (the “Program”) is our loyalty program. We operate the Program for the benefit of Hyatt branded properties, whether owned, operated, managed, or franchised by the Company. The Program is operated through the Hyatt Gold Passport Fund, which is an entity that is owned collectively by the owners of Hyatt branded properties, whether owned, operated, managed or franchised by the Company. The Hyatt Gold Passport Fund (the “Fund”) has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of Hyatt branded properties. In accordance with FIN 46R, we have evaluated our investment in the Fund and have determined that the Fund qualifies as a variable interest entity and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.

The Program allows members to earn points based on their spending at Hyatt branded properties. Points earned by members can be redeemed for goods and services at Hyatt branded properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members’ qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for their operating costs as incurred, we recognize these revenues from properties at the time such costs are incurred and expensed. We defer revenues received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.

The Company actuarially determines the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.

The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see note 8). As of December 31, 2008 and 2007, total assets of the Fund were $296.5 million and $278.2 million, respectively, including $46.6 million and $38.1 million of current assets, respectively. Marketable securities held by the Fund and included in other noncurrent assets were $249.9 million and $240.1 million, respectively (see Note 8). As of December 31, 2008 and 2007 total liabilities of the

Fund were $296.5 million and $278.2 million, respectively, including $46.6 million and $38.1 million of current liabilities, respectively. The non-current liabilities of the Fund are included in other long-term liabilities (see Note 10).

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Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In December 2004, the FASB issued FASB Statement No. 152, Accounting for Real Estate Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67 . FASB Statement No. 152 amends FASB Statement No. 66 and FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, in association with the issuance of American Institute of Certified Public Accountants Statement of Position (“SOP”) No. 04-2. Among other things, the standard addresses the treatment of sales incentives provided by a seller to a buyer to consummate a transaction, the calculation of accounting for uncollectible notes receivable, the recognition of changes in inventory cost estimates, recovery or repossession of sold vacation ownership interests, selling and marketing costs, associations, and upgrade and reload transactions. The standard also requires a change in the classification of the provision for loan losses for notes receivable from sold vacation ownership interests as a reduction in revenues as opposed to previously being recorded as an expense.

In accordance with FASB Statement No. 66, as amended by FASB Statement No. 152, the Company recognizes sales when the period of cancellation with refund has expired, receivables are deemed collectible, and the buyer has demonstrated a sufficient level of initial and continuing involvement. For sales that do not qualify for full revenue recognition as the project has progressed beyond the preliminary stages but has not yet reached completion, all revenues and associated direct expenses are initially deferred and recognized in earnings through the percentage-of-completion method.

The Company adopted SOP No. 04-2 on January 1, 2006, and recorded as a cumulative effect of change in accounting principle a charge of $3.8 million, net of $2.4 million of tax benefit, in its 2006 consolidated statement of income. The charge taken consisted of deferring revenues of $12.5 million and expenses of $6.4 million related to sales of vacation ownership interests that were not qualified to be recognized as sales, as of January 1, 2006, under the provisions of SOP No. 04-2. During 2006, the sales that were deferred on January 1, 2006, did reach the recognition criteria of SOP No. 04-2, and were, therefore, recorded as part of consolidated revenues and expenses.

FASB Statement No. 157, Fair Value Measurements , issued by the FASB in September 2006, provides enhanced guidance for using fair value to measure assets and liabilities. FASB Statement No. 157 establishes a common definition of fair value, provides a framework for measuring fair value under accounting principles generally accepted in the United States of America (“GAAP”), and expands disclosure requirements about fair value measurements. This statement was originally effective for fiscal years beginning after November 15, 2007. On January 1, 2008, the Company adopted FASB Statement No. 157. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (“FSP No. FAS 157-2”) which defers the adoption of FASB Statement No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. Consistent with the deferral provisions of FSP No. FAS 157-2, the Company has not applied the provisions of FASB Statement No. 157 to nonfinancial assets and nonfinancial liabilities recognized in the financial statements on a nonrecurring basis. Additionally, the Company does not expect the adoption of FASB Statement No. 157 for nonfinancial assets and nonfinancial liabilities to materially impact the consolidated financial results of the Company. FASB Statement No. 157 was adopted on January 1, 2008 for financial assets and liabilities and did not impact the financial results of the Company for the year ended December 31, 2008. Please see Note 4 for disclosures regarding the adoption of FASB Statement No. 157.

In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (“FSP FAS 157-3” or “the FSP”). The FSP provides clarification on how an entity should apply the principles of FASB Statement

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No. 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance. The Company applied the guidance in the FSP on an as needed basis to measure the fair value of financial assets and liabilities.

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 , which provides entities the option to elect to carry most financial assets and liabilities at fair value with changes in fair value recorded in earnings. FASB Statement No. 159 was effective as of the beginning of the entity’s first fiscal year that begins after November 15, 2007. On January 1, 2008, the Company adopted FASB Statement No. 159 and determined that it will not elect the fair value option for any of its financial assets and liabilities that existed as of the date of adoption.

In September 2008, the FASB issued FASB Staff Position No. FAS 133-1 and FIN 45-4 (“FSP FAS 133-1 and FIN 45-4”), Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 . While FSP FAS 133-1 is not applicable for the Company, FSP FIN 45-4 does apply. FSP FIN 45-4 requires the Company to disclose the current status of its performance risk under guarantees that are within the scope of FASB Interpretation No. 45. FSP FIN 45-4 was effective for annual and interim reporting periods ending after November 15, 2008. The Company adopted the FSP FIN 45-4 as of December 31, 2008. See Note 14 for a discussion of the Company’s guarantees.

In December 2008, the FASB issued FASB Staff Position No. FAS 140-4 and FIN 46(R)-8, Disclosure by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“the FSP”). The FSP requires a company to disclose information regarding its involvement with variable interest entities. The FSP was effective for the first reporting period ending after December 15, 2008. The Company adopted the FSP as of December 31, 2008 and has included the additional disclosures in the Hyatt Gold Passport Fund description above.

In November 2006, the Emerging Issues Task Force (“EITF”) of FASB reached a consensus on EITF Issue No. 06-8, Applicability of the Assessment of a Buyer’s Continuing Investment under FASB Statement No. 66 for Sales of Condominiums (“EITF 06-8”). EITF 06-8 will require condominium sales to meet the continuing investment criterion in FASB Statement No. 66 in order to recognize profit under the percentage-of-completion method. EITF 06-8 is effective for annual reporting periods beginning after March 15, 2007. The Company adopted EITF 06-8 on January 1, 2008 with no impact on its consolidated financial statements.

In December 2007, the FASB ratified EITF Abstract Issue No. 07-06, Accounting for the Sale of Real Estate Subject to the Requirements of FASB Statement No. 66 When the Agreement Includes a Buy-Sell Clause . EITF 07-06 addresses whether a buy-sell clause represents a form of continuing involvement that precludes profit recognition under FASB Statement No. 66. EITF 07-06 is effective for agreements entered into during fiscal years beginning after December 15, 2007. The Company adopted EITF 07-06 on January 1, 2008 with no impact on its consolidated financial results.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements . FASB Statement No. 160 amends the accounting and reporting requirements for minority interests in Accounting Research Bulletin No. 51, Consolidated Financial Statements. FASB Statement No. 160 requires that minority interests be labeled non-controlling interests and recorded as a component of equity. We have adopted FASB Statement No. 160, which defines a noncontrolling interest in a subsidiary as “the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent” and requires noncontrolling interests to be presented as a separate component of equity in the consolidated balance sheet. FAS 160 also modifies the

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presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and noncontrolling interests. As a result of the adoption of this standard, the following retroactive adjustments were made: the December 31, 2008 and 2007 noncontrolling interest balance of $28 million and $35 million, respectively, previously presented as $28 million and $35 million of minority interest, has been presented as part of equity. Additionally, noncontrolling interest has been presented in the consolidated statements of income as an adjustment to net income to arrive at net income attributable to Hyatt Hotel Corporation.

Future Adoption of Accounting Standards

In December 2007, the FASB issued FASB Statement No. 141R (revised 2007), Business Combinations , which revises how entities will account for acquisitions. The more significant changes are the (1) expanded definitions of a business and business combination, (2) increased use of fair value, (3) expensing of acquisition costs, and (4) expanded financial statement disclosures. FASB Statement No. 141R is to be applied prospectively to business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will adopt FASB Statement No. 141R effective January 1, 2009 and apply the provisions of the standard to all subsequent business combinations.

In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133 (“FASB Statement No. 161”). FASB Statement No. 161 requires companies to enhance the transparency of their disclosures by addressing (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB Statement No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of FASB Statement No. 161 on January 1, 2009 is not expected to have a material impact on the consolidated financial statements of the Company.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that the Company should consider when developing renewal or extension assumptions used in the determination of useful lives of intangible assets recognized under FASB Statement No. 142. These assumptions should be consistent with the expected cash flow method used to measure the fair value of the intangible asset. FSP FAS 142-3 is applicable prospectively to intangible assets acquired after January 1, 2009. The Company does not expect the adoption of FSP FAS 142-3 to have a material impact on its consolidated financial results.

In May 2008, the FASB issued FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FASB Statement No. 162”). The new standard provides a framework for selecting the appropriate accounting literature used in preparing nongovernmental financial statements in accordance with GAAP. The Company does not expect the adoption of FASB Statement No. 162 to have a material impact on its consolidated financial statements.

In November 2008, the FASB ratified EITF Issue No. 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”). EITF 08-6 addresses how certain guidance in FASB Statement No. 141R and FASB Statement No. 160 might impact the accounting for equity method investments. EITF 08-6 is effective prospectively for new investments acquired in fiscal years beginning on or after December 15, 2008. The Company does not expect the adoption of EITF 08-6 to have a material impact on its consolidated financial results.

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3.	INVESTMENTS

We have investments that are recorded under both the equity and cost methods. Those investments categorized as hospitality ventures are recorded under the equity method. These investments are considered to be an integral part of our business and are strategically and operationally important to our overall results. Our equity and cost method investment balances recorded at December 31, 2008 and 2007 are as follows:


	2008		2007
Equity method investments	$	191.2	$	185.4
Cost method investments		12.4		138.7

Total investments	$	203.6	$	324.1

Income from equity method investments included in our consolidated statements of income for the years ended December 31, 2008, 2007, and 2006, were $13.7 million, $11.1 million, and $12.6 million, respectively. Income from cost method investments included in our consolidated statements of income for the years ended December 31, 2008, 2007, and 2006, were $64.1 million, $86.8 million, and $72.0 million, respectively, and are included in other income, net.

The carrying value and ownership percentages of our unconsolidated investments in certain hotel and timeshare properties accounted for under the equity method as of December 31 are as follows:


			As of December 31, 2008 and 2007
	Ownership Interests		Our Investment		Our Investment
Juniper Hotels Private Ltd	50.0	%	$	37.0	$	36.4
Hedreen Hotel Two, LLC	50.0	%		21.4		20.6
Nuevo Plaza Hotel Mendoza Limited	50.0	%		17.7		16.2
Hedreen Hotel, LLC	50.0	%		17.1		16.9
Sao Paulo Investment Co.	50.0	%		11.5		11.8
Pelican Landing Golf Resort Ventures, LP	49.0	%		10.6		10.8
Bear Creek DFW Associates, LTD	50.0	%		9.4		11.3
East West Resort Development XII, LP, LLLP	41.4	%		8.9		13.1
Grand Aspen Holdings, LLC & Top of Mill Investors, LLC	25.8	%		8.5		12.1
Cal Harbor South Pier Urban Renewal Associates, LP	50.0	%		8.2		11.6
Other				40.9		24.6

Total			$	191.2	$	185.4

In 2007, the Company entered into contract negotiations for the purchase of an equity interest in a hospitality venture, which would ultimately acquire a hotel property in Waikiki, Hawaii. The Company placed a nonrefundable deposit of $8.9 million to secure the purchase of the property. In addition, the Company incurred $2.6 million of transaction costs. Due to uncertainty surrounding the transaction, the Company reserved the full amount of the deposit and expensed the transaction costs. The charges related to this equity method investment were included in equity earnings from unconsolidated hospitality ventures during the year ended December 31, 2007. In July 2008, the Company executed a restructuring transaction and purchased a 9.99% equity interest in the hospitality venture for $7.4 million. At that time, the hospitality venture acquired the hotel property in Hawaii. The hotel acquisition was financed from the equity interests in the hospitality venture, as well as a loan from the Company for $277.5 million, which has been recorded as a note receivable (see Note 6) on our consolidated balance sheets. The note matures July 2010 and earns interest at a 30-day London InterBank Offered Rate (“LIBOR”) plus 3.75%. As a result of the transactions in July 2008, the Company reversed the previously recorded reserve on the deposit and received reimbursement of the aforementioned transaction costs.

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In December 2008, we reviewed our timeshare projects held through equity method investments for potential impairment. This review was prompted by the current economic downturn, the related tightening of mortgage financing availability, and the resulting decrease in the pace of sales contracts written for our timeshare projects. We estimated the current fair value of these investments based on discounted future cash flow projections, which reflected decreases in annual sales pace and/or price. Based on the resulting fair value estimates, we recorded impairment charges for three equity method investments of $19.1 million in 2008. These impairment charges are included in equity earnings from unconsolidated hospitality ventures.

In 2006, we recorded an impairment charge of $10.0 million related to our equity method investment in a hospitality venture in connection with a hotel property in South America. This impairment charge was the result of operating cash flows that were anticipated to be insufficient to service debt and the impairment charge is included in equity earnings from unconsolidated hospitality ventures.

During 2008, 2007, and 2006, we recorded $61.8 million, $5.5 million and $12.3 million, respectively, of preferred returns, which are included in other income, net in our consolidated statements of income, related to distributions from three privately held investment entities, which invest in life science technology companies and are managed by an affiliate. On January 24, 2008, the Company received distributions of $183.8 million from these investments, representing all of the preferred returns and return of capital of $122.0 million. At December 31, 2008 and 2007, we had an interest in unpaid preferred returns of $0 and $52.6 million, respectively, related to these cost method investments.

In 2008, 2007, and 2006, the Company recognized as income total distributions of $1.6 million, $62.4 million, and $0.7 million, respectively, from its investment in funds that owned Extended Stay America and the Homestead Studio Suites, primarily as a result of the sale of those businesses. Our investment was accounted for under the cost method, and these distributions are included in other income, net in our consolidated statements of income.

We have interests in certain real estate partnership investments from which we received distributions of $0.2 million, $13.6 million and $40.0 million during 2008, 2007 and 2006, respectively, which are included in other income, net.

4.	FAIR VALUE MEASUREMENT

As discussed in Note 2, we adopted FASB Statement No. 157, as amended by FSP 157-2, on January 1, 2008. Consistent with the deferral in FSP 157-2, the Company has not applied FASB Statement No. 157 to nonfinancial assets and liabilities that are recorded on a nonrecurring basis. Such assets and liabilities include those measured at fair value in goodwill impairment testing, asset retirement obligations initially measured at fair value, and nonfinancial long-lived asset impairment assessments as well as those initially measured at fair value in a business combination.

When determining fair value, FASB Statement No. 157 requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. FASB Statement No. 157 establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. The three levels of the hierarchy are as follows:

Level One—Values based on unadjusted quoted prices in active markets for identical assets and liabilities.

Level Two—Values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability.

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Level Three—Values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques. The Company does not currently have any instruments with fair value determined using level three inputs.

We have various financial instruments that must be measured under the new fair value standard including certain marketable securities and derivatives instruments. We currently do not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis.

We utilize the market approach for valuing our financial instruments. According to FASB Statement No. 157, the market approach “utilizes prices and information generated by market transactions involving identical or similar assets and liabilities.” In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy. Our financial assets and liabilities are measured using inputs from level one and two of the fair value hierarchy.

As of December 31, 2008, the Company had the following financial assets and liabilities measured at fair value on a recurring basis:


	2008			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Marketable securities included in other current and long-term assets	$	443.9		$	178.1	$	265.8
Interest bearing money market funds recorded in cash and cash equivalents		156.8			156.8		—
Derivative instruments		(19.5	)		—		(19.5	)

Our portfolio of marketable securities consists of various types of U.S. Treasury securities, mutual funds, common stock, preferred stock, and fixed income securities, including government and corporate bonds. The fair value of our mutual funds were classified as level one as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The remaining securities were classified as level two due to the use and weighting of multiple market inputs being considered in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. See Note 8 for further details on our marketable securities.

We invest a portion of our cash balance into short-term interest bearing money market funds that have a maturity of less than ninety days. Consequently, the balances are recorded in cash and cash equivalents. The funds are held with open-ended registered investment companies and the fair value of the funds are classified as level one as we are able to obtain market available pricing information on an ongoing basis.

Our derivative instruments are foreign currency exchange rate instruments and interest rate swaps. The instruments are valued using factors such as interest rates and yield curves, which represent market observable inputs and are generally classified as level two. See Note 19 for further details on our derivative instruments.

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5.	PROPERTY AND EQUIPMENT

Property and equipment at cost as of December 31, 2008 and 2007, consist of the following:


	2008		2007
Land	$	559.5	$	561.6
Buildings		3,158.1		3,111.3
Leasehold improvements		234.4		246.4
Furniture, equipment and computers		1,057.1		1,083.7
Construction in progress		201.8		136.7

		5,210.9		5,139.7
Less accumulated depreciation		1,715.6		1,621.6

Total	$	3,495.3	$	3,518.1

Depreciation expense from continuing operations was $233.2 million, $201.3 million, and $181.8 million, for the years ended December 31, 2008, 2007, and 2006, respectively. Interest capitalized as a cost of property and equipment totaled $16.0, $15.0 and $4.7 for the years ended December 31, 2008, 2007, and 2006, respectively, and is recorded net in interest expense. The net book value of capital leased assets at December 31, 2008 and 2007, is $242.2 million and $255.3 million, respectively, which is net of accumulated depreciation of $17.0 million and $7.6 million, respectively.

6.	NOTES RECEIVABLE

Notes receivable at December 31, 2008 and 2007, is as follows:


	2008		2007
Senior loan receivable to provide acquisition financing to a hospitality venture investment in Hawaii, interest set at 30-day LIBOR + 3.75% due monthly, principal matures July 2010 (see below)	$	277.5	$	—
Mortgages receivable from individuals participating in timeshare investment activities at various interest rates with varying payments through 2018 (see below)		82.8		82.7
Mortgage receivables from franchisees, interest rates between 6.9% and 8.0%, due 2011 and 2012 (see below)		46.4		44.3
Note receivable to fund construction of a hotel property in Las Vegas, 10% interest, principal and interest payable as per agreement; amounts fully reserved in 2007 and written off in 2008 (see below)		—		60.5
Loan receivable from affiliated hotel company in Maryland, 9% interest due monthly based on available net revenues, matures November 2029		5.1		7.7
Note receivable from a third-party guarantor related to the operations of an Australian hotel, 6.52% interest, principal and interest payable as per agreement; amount fully reserved		12.5		16.4
Note receivable from third-party owned hotel in Poland, 6.82% effective interest, due quarterly, matures 2018; amounts fully reserved		10.0		8.5
Loan receivable from a hotel in Buenos Aires, 6% interest due annually, matures October 2016		5.4		6.3
Subscription receivable due annually through settlement in September 2011 (see Note 13)		14.2		18.5
Other		25.0		41.0

		478.9		285.9
Less allowance for losses		53.9		109.1
Less current portion included in receivables		15.0		16.7

Total	$	410.0	$	160.1

F-19

Senior Loan Receivable —On July 16, 2008, the Company provided financing to a subsidiary of W2007 Waikiki Holdings, LLC (W2007). W2007 is an unconsolidated hospitality venture, which is accounted for under the equity method (see Note 3), and was formed to acquire ownership of a hotel property in Hawaii. The loan is collateralized by the hotel property and there is a recorded mortgage consent by the ground lessors. The loan has a stated maturity date of 2010 with three, one-year options to extend through 2013.

Timeshare Mortgages Receivable —These receivables reflect the amounts due from our financing of timeshare interval sales. We carry mortgages receivable at amortized cost in current and long-term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. As of December 31, 2008 and 2007, the allowance for such timeshare mortgages was $15.5 million and $10.8 million, respectively. As of December 31, 2008, the weighted-average interest rate on timeshare mortgages receivable was 14.21%. The adequacy of the allowance is determined by management through the analysis of several factors, such as current economic conditions and industry trends, defaults, past due aging, and historical write-offs of mortgages and contracts receivable. The allowance is maintained at a level believed adequate by management based on a periodic analysis of the mortgage portfolio.

Mortgages receivable held by the Company as of December 31, 2008, are scheduled to mature as follows:


Years Ending December 31	Amount
2009	$	8.7
2010		9.2
2011		8.3
2012		9.0
2013		9.8
Thereafter		37.8

Total mortgages receivable		82.8
Less allowance		15.5

Net mortgages receivable	$	67.3

Mortgages Receivable from Franchisees —These receivables reflect financing provided to certain franchisees for the renovations and conversion of certain franchised hotels. As of December 31, 2008, five mortgages have been provided to franchisees with a total loan commitment of $47.3 million, of which $46.4 million has been funded. These mortgage receivables are collateralized by the underlying properties and all loans accrue interest at fixed rates ranging between 6.9% to 8.0%.

Mortgages receivable held by the Company as of December 31, 2008, are scheduled to mature as follows:


Years Ending December 31	Amount
2009	$	0.5
2010		1.3
2011		28.4
2012		16.2
2013		—
Thereafter		—

Total mortgages receivable		46.4
Less allowance		—

Net mortgages receivable	$	46.4

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Development Loan for Las Vegas Hotel Property —On December 30, 2005, the Company provided a $50.0 million mezzanine loan (“Mezzanine Loan”) to Cosmo Mezz Borrower One LLC (“Cosmo”) in connection with the development of a hotel in Las Vegas. During December 2007, the entity that owned the hotel property defaulted on bank loans, which triggered a default on the Mezzanine Loan. Based on our assessment of the potential outcome, the Company recorded an allowance for the principal and interest receivable of $60.5 million, which was recorded in asset impairments in the consolidated statements of income for the year ended December 31, 2007. In the fourth quarter of 2008, the loan was fully written off.

Fair Value —In accordance with FASB Statement No. 107, the Company estimated the fair value of notes receivable using the measurement guidance in FASB Statement No. 157. The fair value of notes receivable approximated $413.0 million and $286.0 million as of December 31, 2008 and 2007, respectively. We estimated the fair value of notes receivables using discounted cash flow analysis based on current market inputs for similar types of arrangements. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.

7.	GOODWILL AND INTANGIBLE ASSETS

We review the carrying value of all our goodwill in accordance with SFAS No. 142, Goodwill and Other Intangible Assets , by comparing the carrying value of our reporting units to their fair values in the two-step process. We define a reporting unit at the individual property or business level. We are required to perform this comparison at least annually or more frequently if circumstances indicate possible impairment. When determining fair value in step one, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry.

During the fourth quarter of 2008, the Company performed its annual impairment review of goodwill. This review resulted in an impairment charge of $86.0 million related to the owned and leased hotel segment and is included in asset impairments in our consolidated statements of income. This impairment charge was related to management’s review of the Great Eastern Hotel Holding Company’s British Pounds 52.8 million ($78.5 million) of goodwill and one other hotel, which determined that the forecasted future earnings and cash flows of these hotels no longer supported the carrying value of goodwill because of forecasted deterioration in revenues from these hotels.

F-21

The following is a summary of changes in the carrying amount of goodwill for the year ended December 31, 2008:


	Balance at January 1, 2007		Goodwill acquired during 2007		Foreign Exchange and Other (*)			Balance at December 31, 2007		Goodwill impaired during 2008			Foreign Exchange and Other (*)		Balance at December 31, 2008
Owned and Leased Hotels	$	90.0	$	78.7	$	(2.9	)	$	165.8	$	(86.0	)	$	2.7	$	82.5
Management and Franchising – North American		33.1		—		—			33.1		—			—		33.1
Management and Franchising – International		—		—		—			—		—			—		—
Other		4.0		—		—			4.0		—			—		4.0

Total	$	127.1	$	78.7	$	(2.9	)	$	202.9	$	(86.0	)	$	2.7	$	119.6

(*)	Relates to foreign exchange translation adjustments of ($24.7) million and ($2.9) million in 2008 and 2007, respectively, and purchase price allocation adjustments of $27.4 million in 2008 related to the prior year acquisition of Great Eastern Hotel Holding Company.

Definite lived intangible assets primarily include acquired management and franchise contracts, contract acquisition costs, and acquired lease rights. Franchise contracts are amortized on a straight-line basis over their contract terms, which are typically 20 years. Contract acquisition costs are generally amortized on a straight-line basis over the life of the management contracts, which range from approximately 10 to 40 years. Acquired lease rights are amortized on a straight-line basis over the lease term. Definite lived intangibles are tested for impairment whenever indicators of impairment arise. During the years ended December 31, 2008, 2007 and 2006, no impairments were identified with respect to intangible assets with definite lives.

The following is a summary of intangible assets at December 31, 2008 and 2007:


	2008			Weighted Average Useful Lives	2007
Contract acquisition costs	$	123.7		20	$	116.3
Acquired lease rights		122.1		114		219.1
Franchise intangibles		56.1		22		56.1
Brand intangibles		11.0		7		11.0
Other		3.0		7		1.9

		315.9				404.4
Accumulated amortization		(60.3	)			(45.2	)

Intangibles, net	$	255.6			$	359.2

Amortization expense relating to intangible assets for the years ended December 31, 2008, 2007, and 2006, was $15.3 million, $12.1 million, and $12.6 million, respectively.

We estimate amortization expense for the definite lived intangibles for the years 2009 through 2013 to be:


Years Ending December 31
2009	$	12.5
2010		12.7
2011		12.7
2012		10.7
2013		10.6

F-22

8.	OTHER ASSETS

Other assets primarily consist of marketable securities and deferred financing charges. Marketable securities are primarily held for the Gold Passport Fund (see Note 2) and to fund certain deferred compensation plans (see Note 10).

Marketable Securities —At December 31, 2008 and 2007, total marketable securities carried at fair value and included in the consolidated balance sheets were as follows:


	2008			2007
Marketable securities held by the Gold Passport Fund	$	265.8		$	256.4
Marketable securities held to fund deferred compensation plans		163.3			184.6
Other marketable securities		14.8			3.4

Total marketable securities		443.9			444.4
Less current portion of marketable securities included in Prepaids and other assets		(28.3	)		(16.3	)

Marketable securities included in Other assets	$	415.6		$	428.1

Included in net (losses) gains and interest income from marketable securities held to fund operating programs in the consolidated statements of income are $2.4 million, $4.8 million and $2.3 million of realized and unrealized (losses) gains and interest income related to marketable securities held by the Gold Passport Fund for the years ended December 31, 2008, 2007 and 2006, respectively. Also included in net (losses) gains and interest income from marketable securities held to fund operating programs in the consolidated statements of income are $(38.2) million, $10.1 million, and $10.1 million of realized and unrealized (losses) gains related to marketable securities held to fund deferred compensation plans for the years ended December 31, 2008, 2007, and 2006, respectively. Gains (losses) on other marketable securities of $(37.2) million, $0, and $0 for the years ended December 31, 2008, 2007 and 2006, respectively, are included in other income, net (see Note 2).

DEBT

Debt as of December 31, 2008 and 2007, consists of the following:


	2008		2007
Senior subordinated notes—5.84%, maturing 2013	$	600.0	$	600.0
9.26% twenty-five year mortgage		60.9		64.9
British pound denominated hotel loans		159.2		219.6
Euro denominated hotel loans		71.8		78.5
Fixed rate mortgages and notes payable – 6.0%—10.07%, collateralized by related land, buildings and improvements, and other related assets, payable in monthly, quarterly and annual principal and interest installments, maturing through 2016		81.6		85.6
Revolving credit facility		30.0		—
Other (various, maturing through 2010)		5.3		16.0

Long-term debt excluding capital lease obligations		1,008.8		1,064.6
Capital lease obligations (see Note 15)		238.6		248.9

Total debt		1,247.4		1,313.5
Less current maturities		38.0		25.9

Total long-term debt, net of current maturities	$	1,209.4	$	1,287.6

F-23

Under existing agreements, contractual maturities of debt as of December 31, 2008, for the next five years and thereafter are as follows:


Within 1 year	$	38.0
Between 1 and 2 years		45.1
Between 2 and 3 years		273.7
Between 3 and 4 years		11.2
Between 4 and 5 years		612.1
Thereafter		267.3

Total	$	1,247.4

5.84% Senior Subordinated Notes —On August 28, 2007, the Company issued $500.0 million of 5.84% senior subordinated notes due 2013 (“Notes”) to an independent third party, combined with a stock purchase forward agreement (“Subscription Agreement”) that requires the purchaser to acquire a variable number of Hyatt Hotels Corporation common stock (“HHC Common Stock”) at a future date, as defined, for $500.0 million in cash. On October 25, 2007, the Company issued $100.0 million of additional Notes to an independent third party, combined with a Subscription Agreement for $100.0 million in cash. The purchasers’ obligations under the Subscription Agreements are secured by a pledge of the Notes to the Company.

The Notes bear interest at 5.84% and are due on September 1, 2013, unless extended under the Notes Indenture (“Indenture”), and can be remarketed in 2011 under then current market interest rates. Under the terms of the Indenture, at the time that the Notes are remarketed, the Company can extend the maturity date to any date not later than September 1, 2021. The Notes are not prepayable by the Company, except upon the occurrence of certain events, and are due at maturity, which may be extended. See Note 13 for details of this transaction.

9.26% Twenty Five Year Mortgage —On June 1, 2007, the Company acquired the Hyatt Regency San Antonio Riverwalk, which included the assumption of debt with a fair value of $66.6 million at the date of acquisition. The debt has a stated interest rate of 9.26% and a maturity date of 2021. Additionally, the Company may repay the debt at the optional prepayment date of September 11, 2011, without penalty. See Note 17 for details of this transaction.

Hotel Loans in British Pounds (GBP) —On November 30, 2007, the Company purchased the remaining interest in the Great Eastern Hotel Holding Company, which included the assumption of debt (see Note 17 for more details on this transaction). The total balance of debt at December 31, 2008 and 2007 was GBP 110.0 million ($159.2 million and $219.6 million, respectively) and includes a primary loan and a subordinated loan, both maturing on March 13, 2011. The loans are secured by the pledged shares of its wholly owned subsidiary and shareholder loans. The interest rate applicable to the primary loan is calculated at GBP LIBOR, plus 0.9%. The interest rate applicable to the subordinated loan is calculated at GBP LIBOR, plus 4%. As part of the acquisition, the Company also assumed an interest rate swap that converts this variable rate exposure to a fixed rate. The swap contains a floating rate option, which exchanges the variable GBP LIBOR rates on the primary and subordinated notes described in Note 19 for a fixed rate of 4.91%. Therefore, the effective rate is 6.16%. The principal payments of 1% of the loan balance are paid annually beginning in 2009.

F-24

calculated at EURIBOR, plus 0.7%. The effective rate on these loans as of December 31, 2008 is 5.06%.

Revolving Credit Facility —On June 29, 2005, the Company entered into a five-year, $1.0 billion revolving credit facility with a group of banks, which is set to expire on June 29, 2010. The interest rate applicable to borrowings under this facility is calculated at LIBOR plus a margin. The margin varies depending on the Company’s credit rating with the major rating agencies and includes a facility fee, which is charged regardless of the level of borrowings. As of December 31, 2008, the applicable rate for a 30-day borrowing is LIBOR, plus 0.5%, or 0.96%, inclusive of the facility fee. There was an outstanding balance of $30.0 million on this credit facility as of December 31, 2008; there was no outstanding balance as of December 31, 2007. During 2008, the Company had two borrowings under this credit facility, at an average interest rate of 3.02%. At December 31, 2008 and 2007, the Company had entered into various letter of credit agreements for $89.1 million and $82.8 million, respectively, which reduced its available capacity under this revolving credit facility. The available line of credit on our revolving credit facility at December 31, 2008 is $880.9 million.

The Company also has a total of $20.7 million and $21.0 million of letters of credit issued through additional banks as of December 31, 2008 and 2007, respectively.

Certain of the long-term debt and revolving credit agreements contain financial covenants requiring that certain financial measures be met such as maintaining a minimum net worth, not exceeding a maximum ratio of debt to earnings before interest, tax, depreciation and amortization (EBITDA), not falling below a minimum ratio of EBITDA to interest expense, or a maximum loan-to-value ratio. The Company is in compliance with all covenants at December 31, 2008.

Fair Value —The Company estimated the fair value of long-term debt excluding capital lease obligations at approximately $825.0 million and $1,065.0 million as of December 31, 2008 and 2007, respectively. We estimated the fair value of long-term debt using discounted cash flow analysis based on current market inputs for similar types of arrangements. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.

10.

OTHER LONG-TERM LIABILITIES

Other long-term liabilities at December 31, 2008 and 2007, consist of the following:


	2008		2007
Hyatt Gold Passport Fund (Note 2 and 8)	$	249.9	$	240.1
Deferred Compensation Plans (Note 11)		163.3		184.6
Other accrued income taxes (Note 12)		90.6		131.9
Deferred income taxes (Note 12)		31.0		54.0
Deferred incentive compensation plans (Note 11)		36.3		34.0
Deferred gains on sale of hotel properties		32.3		34.9
Defined benefit plans (Note 11)		15.9		61.1
Other		45.4		53.0

Total	$	664.7	$	793.6

11.

EMPLOYEE BENEFIT PLANS

The Company sponsors supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain executives. Retirement benefits are based primarily on the employees’ salary, as defined, and are payable upon achievement of certain service requirements as defined by the plans.

F-25

On December 31, 2006, the Company adopted the recognition and disclosure provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132R . FASB Statement No. 158 required the Company to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of its pension plans in the December 31, 2006, consolidated balance sheet, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses, which were previously netted against the plan’s funded status in the Company’s consolidated balance sheet pursuant to the provisions of FASB Statement No. 87, Employers’ Accounting for Pensions.

On October 31, 2008, the Company merged its foreign funded and domestic unfunded defined benefit plans for active participants into the Company’s deferred compensation plans. The merger was effected by contributing an amount based on the value of each active participant’s benefits based on services rendered to-date. As a result, the Company recorded a net settlement charge of $20.5 million. The expense was recorded to selling, general and administrative expenses for the year ended December 31, 2008.

The following tables show the change in benefit obligation and the change in fair value of plan assets and the impact of the plan merger as of December 31, 2008 and 2007 (the measurement dates), for the unfunded U.S. plan and the funded foreign plan:


	Unfunded U.S. Plan						Funded Foreign Plan
	2008			2007			2008			2007
Change in benefit obligation:
Benefit obligation—beginning of year	$	35.2		$	36.8		$	38.1		$	37.7
Service cost		0.7			1.2			0.2			0.5
Interest cost		2.3			2.0			1.5			2.1
Actuarial (gains) loss		7.2			(4.2	)		17.2			4.0
Settlement payments		(24.3	)		—			(36.0	)		—
Curtailment (gain)		(3.7	)		—			(18.9	)		—
Benefits paid		(0.7	)		(0.6	)		(2.1	)		(6.2	)

Benefit obligation—end of year	$	16.7		$	35.2		$	—		$	38.1

Change in plan assets:
Fair value of plan assets—beginning of year	$	—		$	—		$	10.5		$	11.1
Actual return on plan assets		—			—			(0.5	)		0.6
Benefits Paid		—			—			(39.9	)		(6.2	)
Employer contributions		—			—			29.9			5.0

Fair value of plan assets—end of year	$	—		$	—		$	—		$	10.5

Funded status at end of year	$	(16.7	)	$	(35.2	)	$	—		$	(27.6	)

Accumulated benefit obligation	$	16.7		$	30.1		$	—		$	20.0

Amounts recognized in the consolidated balance sheets as of December 31, 2008 and 2007, in accordance with FASB Statement No. 158 consist of the following:


	Unfunded U.S. Plan						Funded Foreign Plan
	2008			2007			2008		2007
Accrued current benefit liability	$	(0.8	)	$	(0.7	)	$	—	$	(1.0	)
Accrued long-term benefit liability		(15.9	)		(34.5	)		—		(26.6	)

Funded status	$	(16.7	)	$	(35.2	)	$	—	$	(27.6	)

F-26

Amounts recognized in the accumulated other comprehensive loss at December 31, 2008 and 2007, consist of the following:


	Unfunded U.S. Plan				Funded Foreign Plan
	2008		2007		2008		2007
Unrecognized net losses	$	5.0	$	2.5	$	—	$	25.7
Prior service cost		—		0.1		—		—

Amount recognized	$	5.0	$	2.6	$	—	$	25.7

The estimated unrecognized net losses and prior service costs that will be amortized into net periodic benefit cost over the next fiscal year are as follows:


	Unfunded U.S. Plan				Funded Foreign Plan
	2008		2007		2008		2007
Unrecognized net losses	$	0.2	$	0.1	$	—	$	2.2
Prior service cost		—		—		—		—

Amount unrecognized	$	0.2	$	0.1	$	—	$	2.2

The net periodic pension cost for the unfunded U.S. plan and the funded foreign plan for the three years ended December 31, 2008, 2007, and 2006, is as follows:


	Unfunded US Plan								Funded Foreign Plan
	2008			2007			2006		2008			2007			2006
Service cost	$	0.7		$	1.2		$	1.1	$	0.2		$	0.5		$	0.5
Interest cost		2.3			2.0			1.8		1.5			2.1			0.7
Expected return on plan assets		—			—			—		(0.3	)		(0.4	)		(0.5	)
Amortization of transition obligation		—			—			—		—			0.1			0.2
Amortization of prior service cost		0.1			0.1			0.1		—			—			—
Amortization of net loss		0.1			0.4			0.6		1.5			2.8			0.3
Reduction in benefit obligation		—			—			—		—			—			—
Special termination benefits		—			—			6.0		—			—			—

Net periodic pension cost	$	3.2		$	3.7		$	9.6	$	2.9		$	5.1		$	1.2

Settlement losses	$	—		$	—		$	—	$	4.7		$	—		$	—
Curtailment (gain)		(3.7	)		—			—		(18.9	)		—			—
Settlement loss related to plan merger		4.6			—			—		39.3			—			—

Net pension cost	$	4.1		$	3.7		$	9.6	$	28.0		$	5.1		$	1.2

Other comprehensive loss (gain) loss—net of income tax	$	1.5		$	(2.8	)	$	0.4	$	(16.3	)	$	0.6		$	13.5

The weighted average assumptions used in the measurement of our benefit obligation as of December 31, 2008 and 2007 (the measurement dates), for the unfunded U.S. plan and the funded foreign plan are as follows:


	Unfunded US Plan				Funded Foreign Plan
	2008		2007		2008	2007
Discount rate	6.25	%	6.35	%	—	6.10	%
Rate of compensation increase	6.25	%	6.25	%	—	5.00	%

F-27

The weighted average assumptions used in the measurement of our net cost as of December 31, 2008 and 2007 (the measurement dates), for the unfunded U.S. plan and the funded foreign plan are as follows:


	Unfunded US Plan						Funded Foreign Plan
	2008		2007		2006		2008	2007		2006
Discount rate	6.35	%	5.80	%	5.60	%	—	5.60	%	5.50	%
Rate of compensation increase	6.25	%	6.25	%	6.25	%	—	5.00	%	3.50	%
Expected long-term rate of return on plan assets	—		—		—		—	6.10	%	6.50	%

The Company’s contributions for 2009 are expected to be $0.8 for the unfunded U.S. plan and $0 for the funded foreign plan due to the complete settlement of the outstanding obligation. As of December 31, 2008, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:


Year Ending December 31	Unfunded US Plan
2009	$	0.8
2010		0.8
2011		1.4
2012		1.4
2013		1.4
2014-2018		6.8

Total	$	12.6

Defined Contribution Plans —The Company provides retirement benefits to certain qualified employees under the Retirement Saving Plan, the Field Retirement Plan, and other related plans. The Company’s expense related to these retirement plans, which is based on a percentage of qualified employee contributions, amounted to $30.1 million, $28.1 million, and $25.1 million for the years ended December 31, 2008, 2007, and 2006, respectively. A substantial portion of these contributions are included in the other revenues and other costs from managed property lines in the consolidated statements of income as the costs of this program are largely related to employees located at lodging properties managed by the Company and are therefore charged to the property owners. A certain portion of these contributions are funded in rabbi trusts, as described below.

Deferred Compensation Plans —We provide match savings and key management and match savings plans, which are nonqualified plans for certain employees. These plans are funded through contributions to rabbi trusts. Contributions and investment elections are determined by the employees. The Company also provides contributions according to a preapproved formula. For the years ended December 31, 2008, 2007, and 2006, employer contribution expenses for these plans were $4.3 million, $3.9 million, and $4.0 million, respectively. A portion of these expenses relate to hotel property level employees, which are reimbursable to us and are included in the other revenues and costs from managed properties lines in the consolidated statements of income. As of December 31, 2008 and 2007, the plans are fully funded. The assets of the plans are invested in mutual funds, which are recorded in other noncurrent assets in the consolidated balance sheets (see Note 8). The related deferred compensation liability is recorded in other long-term liabilities. All investment earnings and contributions will be paid to the participating employees upon the earlier of either termination of employment or retirement pursuant to a designated payment date.

F-28

Deferred Incentive Compensation Plans —The deferred incentive compensation plans consist of funded and unfunded defined contribution plans for certain executives. Benefits are discretionary and are based primarily on achievement of certain operational goals and objectives. Participant benefits vest over time and are payable at either the later of retirement or upon termination of employment at age 55. The expense for these plans for the years ended December 31, 2008, 2007, and 2006, was $4.2 million, $6.3 million, and $5.8 million, respectively.

12.

INCOME TAXES

The Company’s tax provision includes federal, state, and foreign income taxes payable. The domestic and foreign components of income before income taxes for the three years ended December 31 are as follows:


	2008		2007		2006
U.S. income before tax	$	198.8	$	333.2	$	406.9
Foreign income before tax		4.7		141.1		117.4

Income before income taxes	$	203.5	$	474.3	$	524.3

The provision for income taxes from continuing operations for the three years ended December 31 is comprised of the following:


	2008			2007			2006
Current:
Federal	$	45.1		$	220.7		$	149.4
State		7.0			44.3			34.6
Foreign		32.2			43.4			27.1

Total current		84.3			308.4			211.1

Deferred:
Federal		11.2			(85.3	)		(11.6	)
State		0.4			(11.2	)		(6.9	)
Foreign		(6.3	)		(3.6	)		0.8

Total deferred		5.3			(100.1	)		(17.7	)

Total	$	89.6		$	208.3		$	193.4

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:


	2008		2007		2006
Statutory U.S. federal income tax rate	35.0	%	35.0	%	35.0	%
State income taxes—net of federal tax benefit	0.6		4.5		2.8
Foreign and U.S. tax effects attributable to foreign operations	(4.3	)	(5.7	)	(1.9	)
Tax contingencies	0.8		6.4		0.2
Change in valuation allowances	(0.5	)	3.6		0.4
Nondeductible asset impairments	13.5		—		—
General business credits	(0.8	)	(0.8	)	(0.5	)
Other	(0.3	)	0.9		1.0

Effective income tax rate	44.0	%	43.9	%	37.0	%

F-29

The net change in valuation allowance primarily consists of a decrease in valuation allowance related to the settlement of an issue with the Internal Revenue Service (“IRS”) for $13.8 million partially offset by an increase in valuation allowance for foreign net operating losses incurred in 2008 of $9.3 million. The other significant items impacting the tax rate relate to the impairment of goodwill that is not deductible for tax purposes and a tax benefit resulting from a change in estimate from previously filed state returns.

The components of net deferred tax asset from continuing operations at December 31, 2008 and 2007 is comprised of the following:


	2008			2007
Deferred tax assets related to:
Employee benefits	$	143.1		$	154.3
Foreign and State net operating losses		68.0			57.2
Future deductions pursuant to IRS settlement		25.1			27.3
Allowance for uncollectible assets		27.7			46.9
Nonconsolidated investments		42.9			59.9
Intangibles		23.1			19.3
Interest and State benefits		20.5			16.9
Unrealized investment losses		7.8			—
Other		55.4			48.1
Valuation allowance		(68.9	)		(69.9	)

Total deferred tax asset		344.7			360.0

Deferred tax liabilities related to:
Installment sales		(21.9	)		(19.7	)
Property and equipment		(115.6	)		(143.9	)
Nonconsolidated investments		(29.9	)		(28.6	)
Prepaid expenses		(8.6	)		(10.5	)
Unrealized investment gains		—			(3.3	)
Other		(23.2	)		(32.5	)

Total deferred tax liability		(199.2	)		(238.5	)

Net deferred tax asset	$	145.5		$	121.5

Recognized as:
Deferred Taxes—Current	$	50.6		$	24.7
Deferred Taxes—Non-Current		94.9			96.8

Total	$	145.5		$	121.5

The most significant items impacting the change in deferred taxes relate to the realized loss on a hotel development loan that was previously reserved for book purposes, and the realization of the deferred tax asset related to earnings of unconsolidated non-hospitality ventures. The decrease in deferred tax assets related to those items are approximately $23.6 million and $22.6 million respectively.

The Company provides for deferred taxes under Accounting Principals Board (APB) No. 23 “ Accounting for Income Taxes—Special Areas ,” for the presumed ultimate repatriation to the United States of America of earnings from all foreign subsidiaries and unconsolidated affiliates.

APB No. 23 allows the Company to overcome the presumption to the extent the earnings are indefinitely reinvested outside the United States of America.

F-30

As of December 31, 2008 and 2007 respectively, the Company has determined that undistributed net earnings of $44.4 million and $42.2 million of certain foreign subsidiaries would be indefinitely reinvested in operations outside the U.S. These earnings will provide the Company with the opportunity to continue to expand its operations and growth in foreign locations. The Company’s current intentions meet the indefinite investment criteria of APB No. 23. The Company continues to provide deferred taxes, as required, on the undistributed earnings of foreign subsidiaries and unconsolidated affiliates that are not indefinitely reinvested in the operations outside the U.S.

The Company has evaluated the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents the Company’s best estimate of the amount of deferred tax assets that will be realized.

As of December 31, 2008, the Company has $68.0 million of state and foreign net operating losses. Some of these operating losses will begin to expire in 2009 and continue through 2028; however, a number of these operating losses have no expiration date and may be carried forward indefinitely. A valuation allowance of $59.9 million has been established for net operating losses, as we believe it is more likely than not that the Company will be unable to utilize these operating loss carry forwards. A valuation allowance has also been established against other foreign assets that are not expected to be realized.

The Company adopted the provisions of FIN 48 as of January 1, 2007. As a result of the adoption, the Company provided for a $16.4 million increase in the liability for unrecognized tax benefits. Of this amount, $8.8 million was recorded as an adjustment to the opening balance of retained earnings. Total unrecognized tax benefits as of December 31, 2008 and 2007 were $86.6 million and $86.1 million respectively, of which $62.4 million and $65.0 million respectively, would impact the effective tax rate if recognized. It is reasonably possible that a reduction of up to $50.8 million of unrecognized tax benefits could occur within 12 months resulting from the resolution of audit examinations and the expiration of certain tax statutes.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	2008			2007
Unrecognized tax benefits–Beginning balance	$	86.1		$	71.4
Total increases–current period tax positions		2.8			5.1
Total increases–prior period tax positions		13.0			18.2
Settlements		(15.0	)		(8.1	)
Lapse of statute of limitations		(0.3	)		(0.5	)

Unrecognized tax benefits–Ending balance	$	86.6		$	86.1

During 2008, the IRS entered into a settlement agreement with H Group Holding, Inc. (the “Former Parent”) that provided full concession for certain protested benefits related to the taxable years ended January 31, 2002 and 2003. The agreement also included the same benefits reported by Hyatt Corporation, a subsidiary of the Company, and by the Company for taxable years after December 31, 2003. In connection with the resolution of these examinations, we reduced the liability for unrecognized tax benefits by $14.5 million and gross interest expense by $4.9 million.

In accordance with our accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The policy did not change as a result of the adoption of FIN 48. Total gross accrued interest and penalties were $57.7 million and $49.9 million as of December 31, 2008 and 2007 respectively, of which $8.1 million and

F-31

$16.0 million was recognized as a component of income tax expense during the year ended December 31, 2008 and 2007 respectively.

The following consolidated federal income tax returns are currently under IRS examination: the Former Parent for the taxable years ended December 31, 2003 and 2004; Hyatt Corporation for the short-period ended December 31, 2004; AIC Holding Co., a subsidiary of the Company, for the taxable years ended December 31, 2003 and 2004 and the Company for the taxable years ended December 31, 2004 and 2005. Federal income tax returns for all subsequent taxable years remain subject to examination by the IRS.

The Company is under audit by various state and foreign tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return however, the state impact of any federal changes remains subject to examination by various states for a period generally of up to one year after formal notification to the states. The statute of limitations for the foreign jurisdictions ranges from three to ten years after filing the respective tax return.

The Former Parent, Hyatt Corporation and another related party entered into a Tax Separation Agreement during 2004 in connection with the formation of the Company. As part of the Tax Separation Agreement, Hyatt Corporation agreed to indemnify the Former Parent for all pre-June 30, 2004 taxes attributable to Hyatt Corporation calculated as if it were a separate consolidated group. The Company has unrecognized tax benefits related to the various audits noted above, including those periods covered by the indemnification in the Tax Separation Agreement. The ultimate outcome and related liability for these matters cannot be fully determined at this time, however, the Company believes the payments made in prior years and the unrecognized tax benefits provided are adequate to cover any future liability.

In July 2005 the Company advanced the Former Parent approximately $32 million in connection with the Tax Separation Agreement. The amounts received from the Former Parent in 2006 were less than the original advance, and pursuant to the terms of the Tax Separation Agreement, the Company recorded a $10 million deemed distribution to the Former Parent.

In 2007, the Company paid the Former Parent approximately $16 million for amounts due under the Tax Separation Agreement. As of December 31, 2008 and 2007 amounts due to Former Parent under the Tax Separation Agreement were approximately $4 million.

13.

EQUITY AND COMPREHENSIVE INCOME

Comprehensive Income —Comprehensive income primarily includes our reported earnings, changes in additional minimum pension liability (prior to the adoption of FASB Statement No. 158), changes in unrecognized pension cost (post FASB Statement No. 158 adoption), foreign currency translation and changes in value of the effective portion of cash flow hedges.

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The following table summarizes components of accumulated other comprehensive income at December 31, 2008, 2007, and 2006:


	Balance at December 31, 2008			Balance at December 31, 2007			Balance at December 31, 2006
Foreign currency translation adjustments, net of income taxes of $8.1 million, $(4.8) million and $(5.0) million in 2008, 2007 and 2006, respectively	$	(54.0	)	$	13.2		$	(2.2	)
Unrecognized pension cost including adoption of FAS 158 in 2006, net of income taxes of $2.1 million, $10.5 million and $12.1 million in 2008, 2007 and 2006, respectively		(3.8	)		(17.6	)		(20.0	)
Unrealized loss on hedge activity net of income taxes of $0.7 million in 2008		(1.8	)		—			—

Total accumulated other comprehensive income	$	(59.6	)	$	(4.4	)	$	(22.2	)

Treasury Stock —On August 22, 2007, a subsidiary of the Company acquired 24,271,808 shares of Hyatt Hotels Corporation common stock, par value $0.01 per share (HHC Common Stock) from certain subsidiaries of Marmon Holdings, Inc., an affiliate of the Company, for $745.4 million in cash. These shares of HHC Common Stock were substantially purchased with the proceeds from the issuance of a promissory note to a related party (see below). On September 14, 2007 and October 17, 2007, an additional 8,290,875 and 3,256,268 shares, respectively, of HHC Common Stock were acquired from other stockholders for $254.6 million and $100.0 million in cash, respectively. The aggregate 35,818,952 shares of HHC Common Stock purchased had been recorded as treasury stock under the cost method and are included as a separate component of stockholders’ equity. The Company’s board of directors approved the retirement of the treasury stock and during 2008 the Company retired the shares. The book value was allocated to common stock and additional paid-in-capital at the time of retirement.

On August 22, 2007, the Company borrowed $730.0 million, in the form of a promissory note, from a related party. The promissory note was unsecured and had an interest rate of 5.5%, and was due on August 22, 2010. The Company repaid the promissory note in full along with all accrued interest on September 25, 2007.

Senior Subordinated Notes and Stock Purchase Forward agreement —On August 28, 2007, the Company issued $500.0 million of 5.84% senior subordinated notes due 2013 (“Notes”) and a stock purchase forward agreement (“Subscription Agreement”) to an independent third party that requires the purchaser to acquire a variable number of shares, as defined, for a total of $500.0 million in cash. The holder of these Notes also received a seat on the Company’s board of directors. On October 25, 2007, the Company issued $100.0 million of additional Notes and a Subscription Agreement to an independent third party for a total of $100.0 million in cash. The purchasers’ obligations under the Subscription Agreement are secured by a pledge of the Notes to the Company.

The Notes bear interest at 5.84% and are due on September 1, 2013, unless extended under the Notes Indenture (“Indenture”), and can be remarketed in 2011 under then current market interest rates. Under the terms of the Indenture, at the time that the Notes are remarketed, the Company can extend the maturity date to any date not later than September 1, 2021. Immediately prior to the settlement of the purchase of the HHC Common Stock under the Subscription Agreement, the Notes will be remarketed and sold and the interest rate on the Notes reset. The Notes are not prepayable by the Company except upon the occurrence of certain events and are due at maturity, which may be extended.

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Under the Subscription Agreement, the purchasers are required to pay to the Company a subscription fee of 0.84% per year of the purchase price through the settlement date, as defined. The fair value of the subscription receivable of $18.2 million was recorded as additional paid-in capital at the date of issuance. The purchase of shares of HHC Common Stock under the Subscription Agreement is mandatory on September 1, 2011 (the “Settlement Date”). The Settlement Date is automatically accelerated upon the occurrence of a qualified public offering or a Board approved change of control, as defined. The purchase of the shares of HHC Common Stock will be settled in cash in exchange for a variable number of HHC Common Stock based upon the fair value per share of HHC Common Stock at the date of settlement.

Preferred Stock —On August 28, 2007, the Company issued 100,000 shares of a newly designated stock (“Convertible Preferred Stock”) for $500.0 million to an independent third party investor. The Convertible Preferred Stock is currently convertible into approximately 16,281,342 shares of HHC Common Stock. The holder of the Convertible Preferred Stock also received a seat on the Company’s board of directors. Conversion is at the option of the holder. The Convertible Preferred Stock participates in dividends and distributions equivalent to the HHC Common Stock on an if-converted basis. In addition, the Convertible Preferred Stock also participates in any liquidation, dissolution, or winding up on an equivalent basis as the HHC Common Stock. The Convertible Preferred Stock is non-voting. The Convertible Preferred Stock may be sold or transferred only in accordance with the terms of the Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, the Company has the right but not the obligation to acquire the stock from any selling stockholder. In addition, the holder of the Convertible Preferred Stock can request that the Company register for issuance any of its common stock, subject to certain limitations.

In connection with the purchase of the treasury stock and issuance of the senior notes, forward agreement and preferred stock, the Company incurred a total of $23.7 million in transaction costs. Of the total transaction costs, $6.9 million was recorded as Notes issuance costs included in other long-term assets and is being amortized over the term of the Notes; $12.8 million has been recorded as a prepaid asset included in other long-term assets; $3.0 million was recorded as a reduction in the proceeds related to the issuance of the Convertible Preferred Stock; and $1.0 million was recorded as part of the cost of acquiring treasury stock.

Common Stock —On February 3, 2006, the Company’s board of directors declared a stock dividend of 3,997.8 shares of common stock for each issued and outstanding share of common stock, which was paid on February 14, 2006. The effect of this stock dividend was reflected as if it occurred at the beginning of the earliest year presented. At December 31, 2008, the Company had a total of 239,660,762 common shares outstanding.

14.

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:

Guarantees and Commitments —As of December 31, 2008, we are committed, under certain conditions, to loan or invest up to $47.9 million in various business ventures.

Certain of our hotel lease or management agreements contain performance test clauses that stipulate certain minimum levels of operating performance. While the amount of shortfall from the stipulated performance to the actual amount is not limited, we are not obligated to fund such shortfalls. We have recorded in accrued liabilities $0.2 million as of December 31, 2008 related to these performance standards based on future expected fundings. In addition, we have one management agreement where we are required to make payments based on specified thresholds. The remaining maximum potential payments related to this agreement are $38 million through 2030.

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We have entered into various loan, lease, completion, and repayment guarantees related to investments held in hotel operations. Under certain of these agreements, the maximum exposure as of December 31, 2008, is $10.5 million. There was no accrual recorded as of December 31, 2008, related to these guarantees as the likelihood of performance under these guarantees is determined to be remote.

In connection with a Canadian property, a subsidiary of the Company guaranteed the payment of certain Canadian tax liabilities to the former owner, a related party, to the extent these become payable under the contract. The tax liability has been deferred until any one of a number of events, as defined in the contract, causes the liability to become payable. The potential future liability under this guarantee as of December 31, 2008, is 6.8 million Canadian Dollars ($5.6 million). There was no liability recorded as of December 31, 2008, related to this guarantee as the likelihood of performance was deemed to be remote.

Surety Bonds —Surety bonds issued on behalf of the Company totaled $22.3 million at December 31, 2008, and primarily relate to workers’ compensation, taxes, licenses, and utilities related to our lodging operations.

Letters of Credit —Letters of credit outstanding on the Company’s behalf as of December 31, 2008, totaled $109.8 million, the majority of which relate to the ongoing operations of the Company. Of the $109.8 million letters of credit outstanding, $89.1 million reduces the available capacity under the revolving credit facility (see Note 9).

Capital Expenditures —As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.

In December 2006, a contract was signed to acquire a business jet for a total acquisition price of $42.0 million with a scheduled delivery date of June 30, 2009. The contract contained certain provisions that allowed us to exit the contract and receive a full refund of payments made. A total amount of $6.7 million had been paid as of October 31, 2008, which was capitalized and included in long-term assets. The contract was terminated in and full refund of payments plus interest was received in October 2008.

Other —The Company acts as general partner in various partnerships owning hotel facilities that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender’s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.

The Company is subject from time to time to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. The Company recognizes a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, the Company does not expect that the ultimate resolution of such claims and litigation will have a material adverse effect on its consolidated financial statements.

15.

LEASES

We lease hotels and equipment under a combination of capital and operating leases, which generally require us to pay taxes, maintenance, and insurance. Most of the leases contain renewal options, which enable us to retain use of the facilities in desirable operating areas.

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The operating leases for the majority of our leased hotels call for the calculation of rental payments to be based on a percentage of the operating profit of the hotel, as defined by contract. As a result, future lease payments related to these leases are contingent upon operating results and are not included in the table below.

The future minimum lease payments due in each of the next five years and thereafter at December 31, 2008, are as follows:


Years Ending December 31	Operating Leases		Capital Leases
2009	$	29.6	$	37.1
2010		28.4		15.8
2011		26.5		15.8
2012		25.0		15.9
2013		23.9		15.7
Thereafter		283.4		215.5

Total minimum lease payments	$	416.8	$	315.8

Less amount representing interest				77.2

Present value of minimum lease payments			$	238.6

Hyatt Regency Grand Cypress —On April 9, 2007, the Company signed a 30-year lease agreement with the owners of the Hyatt Regency Grand Cypress to lease the hotel, including the land, as well as a parcel of land adjacent to the hotel. This lease agreement includes an option, at the Company’s discretion, to purchase the hotel, including the land, and the adjacent parcel of land for $200.0 million in the eighth lease year, or in the tenth lease year for $220.0 million or in the fifteenth lease year for $255.0 million. Separately, the lease agreement includes an option, at the Company’s discretion, to purchase the land adjacent to the hotel for $10.0 million at any time through the fifteenth lease year, which would reduce the option price of the hotel and land accordingly. On August 28, 2007, the Company exercised this option and purchased the adjacent land. This lease qualifies as a capital lease under FASB Statement No. 13, and, accordingly, the operating results of the hotel have been consolidated by the Company as of April 9, 2007. The leased assets are included in property and equipment, net, in the amount of $227.1 million. The lease agreement includes a commitment to spend $30.0 million on improvements to the property within the first five years. Total minimum lease payments were calculated over the seven years of the lease term assuming that the Company will exercise the option to purchase the hotel and land in the eighth lease year and $30.0 million of improvements will be spent within the first five years of the lease agreement. The Company is responsible for all operating costs related to the property, including insurance, maintenance, and taxes.

Hyatt Center—We lease our corporate office space at the Hyatt Center in Chicago, Illinois, from a related party. Under our master lease for Hyatt Center, we have entered into sublease agreements with certain related parties. The total minimum rentals to be received in the future under these noncancelable operating subleases as of December 31, 2008, are $45.5 million through 2020.

A summary of rent expense from continuing operations for all operating leases is as follows:


	2008		2007		2006
Minimum rentals	$	22.4	$	22.3	$	17.9
Contingent rentals		56.2		45.1		65.1

Total	$	78.6	$	67.4	$	83.0

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The Company leases retail space at its owned hotel locations under operating leases. The future minimum lease receipts scheduled to be received in each of the next five years and thereafter at December 31, 2008, are as follows:


Years Ending December 31	Amount
2009	$	22.8
2010		21.7
2011		20.8
2012		19.9
2013		19.3
Thereafter		50.5

Total minimum lease receipts	$	155.0

16.

STOCK-BASED COMPENSATION

As part of the Company’s long-term incentive plan, the Company awards Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”) to certain executives.

Stock Appreciation Rights—Each vested SAR gives the holder the right to the difference between the value of a Hyatt Hotels Corporation common share at the exercise date and the value of a common share at the grant date. Vested SARs can be exercised annually, over their life, during the “exercise window” period as determined by the plan. The plan requires settlement in Hyatt Hotels Corporation common shares. The Company is accounting for these SARs as equity instruments, per the provisions of FASB Statement No. 123R, Share-Based Payments . The Company recognized $8.0 million, $6.8 million, and $0.7 million of total compensation expense for SARs in 2008, 2007, and 2006, respectively. The income tax benefit was $2.6 million, $2.4 million, and $0.2 million in 2008, 2007, and 2006, respectively.

In October 2006, the Company granted 1,168,750 SARs, resulting in $2.3 million, $2.8 million and $0.7 million of compensation expense in 2008, 2007, and 2006, respectively. With the exception of one award, the terms of all SARs granted in October were identical in all respects. The only difference between the group of identical awards (“Group A awards”) and the exception award (“Group B award”) relates to the timing of the vesting of the SARs. The Group A awards of 1,031,250 SARs vest over a four-year service period, with 25% of these SARs vesting in October of each year beginning in October 2007. The Group B award of 137,500 SARs vests 0% in 2007, 33.3% in October 2008, 33.3% in October 2009, and 33.3% in October 2010. Each of these SARs has a 10-year life, expiring in October 2016.

In July and November 2007, the Company granted 1,480,001 and 33,000 SARs, respectively. Associated with those grants, the Company recorded $4.5 million and $4.0 million of compensation expense in 2008 and 2007. With the exception of one award, the terms of all the SARs granted in July were identical in all respects. The only difference between Group A and Group B relates to the timing of the vesting of the SARs. The Group A award of 850,000 vests over a four-year service period, with 25% of these SARs vesting in December of each year beginning in December 2007. The Group B award of 630,001 vests over a four-year service period, with 25% of these SARs vesting in March of each year beginning in March 2008. Group C was granted in November 2007 and vests over a four-year service period, with 25% of these SARs vesting in August of each year beginning in August 2008. Each of these SARs has a 10-year contractual term, expiring in 2017.

In May 2008, the Company granted 569,275 SARs. Associated with that grant, the Company recorded $1.2 million of compensation expense in 2008. The 2008 SAR awards are all identical and

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vest over a four-year service period, with 25% of these SARs vesting in April of each year beginning in April 2009. Each of these SARs has a 10-year contractual term, expiring in 2018.

The weighted average grant date fair value for the awards granted in 2008, 2007, and 2006 was $13.00, $12.19, and $9.52, respectively.

The fair value of each SAR was estimated based on the date of grant using the Black-Scholes-Merton option-valuation model with the following assumptions:


	2006 Group A			2006 Group B			2007 Group A			2007 Group B			2007 Group C			2008 Group A
Exercise Price	$	24.95		$	24.95		$	31.40		$	31.40		$	30.71		$	29.09
Expected Life in Years		6.25			6.5			5.983			6.124			6.116			6.208
Risk-free Interest Rate		4.65	%		4.65	%		4.92	%		4.92	%		3.94	%		3.36	%
Expected Volatility		27.50	%		27.50	%		28.50	%		28.50	%		38.00	%		40.00	%
Annual Dividend Yield		0	%		0	%		0	%		0	%		0	%		0	%

The Company used an estimated forfeiture rate of 0% because only a small group of executives received these grants and the Company has limited historical data on which to base these estimates. At December 31, 2008, the Company had $17.3 million of unearned compensation expense associated with SARs that will be earned over the next four years. The Company records the compensation expense earned for SARs on a straight-line basis from the date of grant. The exercise price of these SARs was the fair value of the Company’s common stock at the grant date, based on a valuation of the Company. The expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR, per guidance from the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 and No. 110. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. The expected volatility was estimated using the average implied volatility of exchange-traded options of the Company’s major publicly traded competitors.

A summary of SAR activity as of December 31, 2008, and changes during 2008 are presented below:


	SAR Units		Weighted Average Exercise Price (in whole dollars)		Weighted Average Contractual Term
Outstanding at December 31, 2007:	2,681,751		$	28.58	9.19
Granted	569,275			29.09	9.34
Exercised	—			—	—
Forfeited or canceled	(489,542	)		26.85	8.08

Outstanding at December 31, 2008:	2,761,484			28.99	8.44
Exercisable as of December 31, 2008:	1,036,334			28.54	8.18
Expected to vest as of December 31, 2008:	1,725,150		$	29.27	8.60

In May 2008, an award was modified and, in May and December 2008, other awards were forfeited. As is consistent with the guidance in FASB Statement No. 123R, the Company reversed compensation expense associated with unvested, forfeited awards. For the year-ended December 31, 2008, the Company recognized net additional compensation expense of $0.3 million and recorded a liability for $0.7 million for the future cash settlement of the modified awards. The additional compensation expense is reflected in the 2008 expense recorded for the 2007 and 2006 SARs awards

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discussed above. The liability was reversed as a credit to equity as of December 31, 2008 as a cash payment for the settlement of the awards was determined to be remote.

Restricted Stock Units —The Company recognized $4.1 million, $2.2 million, and $0.1 million of total compensation expense for RSUs in 2008, 2007, and 2006, respectively. The income tax benefit was $1.3 million, $0.8 million, and $0 in 2008, 2007, and 2006, respectively.

Each vested RSU will be settled with a single share of Hyatt Hotels Corporation common stock. The value of the RSUs was based on a valuation of the Company’s common stock.


Grant Date	RSUs	Value		Total Value		Vesting Period
December 2006	210,000	$	31.40	$	6.6	3 years
May 2008	412,015	$	29.09	$	12.0	4 years
September 2008	40,670	$	29.09	$	1.2	4 years & 10 years

In December 2008, 28,295 RSUs from the May grant were forfeited. As is consistent with the guidance in FASB Statement No. 123R, the Company reversed compensation expense associated with the unvested, forfeited awards.

The Company records compensation expense earned for RSUs on a straight-line basis from the date of grant.

A summary of the status of the non-vested restricted stock unit awards outstanding under the plan as of December 31, 2008 is presented below:


	Restricted Stock Units		Weighted Average Grant Date Fair Value (in whole dollars)
Nonvested at December 31, 2007:	140,000		$	31.40
Granted	452,685			29.09
Vested	(72,500	)		31.32
Forfeited or canceled	(28,295	)		29.09

Nonvested at December 31, 2008:	491,890		$	29.42

The Company’s total unearned compensation for its stock-based compensation programs as of December 31, 2008 was $17.3 million for SARs and $12.6 million for RSUs, which will be recorded to compensation expense over the next ten years as follows:


	2009		2010		2011		2012		2013 +		Total
SARs	$	7.7	$	7.1	$	2.1	$	0.4	$	—	$	17.3
RSUs		5.2		3.1		3.1		0.9		0.3		12.6

Total	$	12.9	$	10.2	$	5.2	$	1.3	$	0.3	$	29.9

Director Deferred Compensation Plan —In July 2007, the Company adopted the Deferred Compensation Plan for its board of directors. Under the plan provisions, a director may elect to defer portions of the annual compensation package to be paid at a date in the future. The annual compensation package is comprised of fees paid in cash and stock. The plan is being accounted for under the provisions of FASB Statement 123R and other applicable guidance. As of December 31, 2008 and 2007, the Company has recorded a liability for $0.9 million and $0.9 million, respectively, associated with the stock-based portion of this plan.

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17.

ACQUISITIONS, DISPOSITIONS, AND DISCONTINUED OPERATIONS

Acquisitions —The Company continually assesses strategic acquisitions to complement its current business. Assets acquired and liabilities assumed in business combinations were recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the consolidated statements of income since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses. There were no contingent payments, options, or commitments specified in any of the following acquisition agreements except as otherwise disclosed below.

The Great Eastern Hotel Holding Company —The Company previously held a 50% interest in the Great Eastern Hotel Holding Company (GEHHC) and, accordingly, accounted for its investment as an unconsolidated hospitality venture under the equity method. GEHHC, through its wholly owned subsidiary, owns the Great Eastern Hotel in London, which was converted to the Andaz Liverpool Street hotel. On November 30, 2007, the Company purchased the remaining 50% interest in this hotel for approximately GBP 40.0 million ($82.9 million), including the assumption of debt of which GBP 55.0 million ($114.0 million) related to our 50% acquired interest (see Note 9), and an interest rate swap (see Note 19). The total purchase price of our interest at November 30, 2007 was $135.0 million, which is inclusive of our prior 50% ownership interest. As a result of the acquisition of GEHHC, the Company also assumed a 50% ownership interest in the Great Eastern Hotel Properties Limited (GEHP). In accordance with FIN 46R, we evaluated GEHHC’s investment in GEHP and determined that the investment qualified as a VIE. In addition, we concluded that GEHHC was the primary beneficiary of GEHP and, accordingly, consolidated the investment effective November 30, 2007. On February 6, 2008, the Great Eastern Hotel Company purchased the remaining 50% interest in the GEHP for GBP 16.0 million ($31.4 million), which included the settlement of shareholder loans and noncontrolling interest. Both company’s results are recorded in the owned and leased hotels segment.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of purchase:


	November 30, 2007
Cash and cash equivalents	$	7.2
Inventories		0.7
Property and equipment		178.6
Acquired lease rights		158.0
Goodwill		109.3
Other assets		9.1

Fair value of assets acquired		462.9

Current liabilities		9.3
Current maturities of long-term debt		15.6
Long-term debt		228.0
Noncontrolling interest		8.1
Other long-term liabilities		66.9

Fair value of liabilities assumed		327.9

Total purchase price	$	135.0

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As a result of the annual impairment review, goodwill of British Pounds 52.8 million ($78.5 million) assumed through the purchase of GEHHC was fully impaired. Refer to Note 7 for additional information.

Hyatt Regency San Antonio —On June 1, 2007, the Company acquired the Hyatt Regency San Antonio Riverwalk for $161.3 million in cash, the assumption of debt with a fair value of $66.6 million and net working capital of $2.9 million.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the owned and leased hotels segment at the date of purchase:


Current assets	$	7.8
Property and equipment
Land		12.8
Building		195.6
Furniture, fixtures and equipment		16.6

Fair value of assets acquired		232.8

Current liabilities		4.9
Current maturities of long-term debt		3.3
Long-term debt		63.3

Fair value of liabilities assumed		71.5

Net purchase price	$	161.3

Dispositions:

AmeriSuites Hotels —On June 13, 2007, the Company sold six AmeriSuites hotels for $43.1 million, net of closing costs, to unrelated third parties, resulting in a pre-tax gain of $7.2 million. The Company secured long-term franchise contracts from the purchasers to franchise these hotels as Hyatt Place hotels once conversion to Hyatt Place is completed. Accordingly, the pre-tax gain of $7.2 million has been recognized and the operating results and financial position of these hotels have not been classified as part of discontinued operations, but are recorded within the owned and leased hotels segment.

Hyatt Regency Woodfield —On June 9, 2007, the Hyatt Regency Woodfield was sold for $48.2 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain on the sale in the amount of $13.8 million. The hotel continues to be operated as a Hyatt-branded hotel and the Company will continue to manage the hotel under a short-term management contract. On termination of such management contract, a long-term franchise contract was secured. Accordingly, the pre-tax gain of $13.8 million has been recognized and the operating results and financial position of this hotel have not been classified as discontinued operations, but are recorded within the owned and leased hotels segment.

AmeriSuites Hotels —On May 2, 2007, the Company sold an AmeriSuites hotel for $6.4 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $0.2 million. The Company secured a long-term franchise contract from the purchaser to franchise the hotel as a Hyatt Place hotel. Accordingly, the pre-tax gain of $0.2 million has been recognized and the operating results and financial position of this hotel has not been classified as part of discontinued operations, but are recorded within the owned and leased hotels segment.

Hyatt Regency Newport —On September 15, 2006, the Company sold the Hyatt Regency Newport for $52.5 million, net of closing costs, to an unrelated third party resulting in a pre-tax gain of

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$17.4 million. The Company secured a long-term franchise contract from the purchaser to franchise the hotel as a Hyatt full service hotel. Accordingly, the pre-tax gain of $17.4 million has been recognized and the operations of the hotel have not been classified as part of discontinued operations.

Hyatt Regency Belgrade —On June 6, 2006, the Company sold its interest in the Hyatt Regency Belgrade for $14.2 million in cash to an unrelated party. The hotel continues to be operated as a Hyatt-branded hotel and the Company continues to manage the hotel under a long-term management contract. Accordingly, the pre-tax gain on sale of $13.3 million was deferred and is being recognized in management fee revenues over the initial term of the management contract. In addition, a related note receivable was sold for $36.2 million, with a pre-tax gain of $7.2 million. This gain is also being deferred and will be recognized in management fee revenues over the term of the management contract.

Chesapeake Residential Land —On February 2, 2006, an entity in which we hold a significant investment and consolidate, sold residential land located in Maryland for $40.8 million in cash to an unrelated party. The Company recorded a pre-tax gain of $39.3 million and a charge for noncontrolling interest of $13.2 million related to our partner’s noncontrolling interest in this transaction.

Discontinued Operations —In accordance with FASB Statement No. 144, the operating results, assets, and liabilities of the following businesses have been reported separately by the Company as discontinued operations in the consolidated balance sheets and consolidated statements of income. We do not have any continuing involvement in these operations.

2008 Transactions:

Hawthorne Suites —On August 18, 2008, the Company sold the property known as Hawthorne Suites Orlando for $8.1 million, to an unrelated third party, resulting in a pre-tax gain of $4.2 million.

US Franchise Systems— On July 18, 2008, the Company sold US Franchise Systems, Inc. (“USFS”), a wholly owned subsidiary of the Company, as part of a stock purchase agreement with an unaffiliated third party for $131.2 million. The Company recorded a pre-tax gain of $78.3 million from the sale.

2007 Transactions:

AmeriSuites Hotel —On May 2, 2007, the Company sold an AmeriSuites hotel for $7.5 million to an unrelated third party. The Company recorded a pre-tax gain of $2.6 million from the sale.

2006 Transactions:

AmeriSuites Hotels —On November 15, 2006, the Company sold four AmeriSuites hotels for $20.7 million in cash to an unrelated party. The Company recorded a pre-tax gain of $0.4 million from the sale.

Hawthorn Suites —On November 15, 2006, the Company sold the properties known as Hawthorn Suites Durham and Hawthorn Suites Tulsa for $5.9 million. These hotels were sold for a pre-tax loss of $2.3 million.

Summerfield Suites Seattle —On June 12, 2006, the Company sold the Summerfield Suites Seattle hotel for $32.9 million in cash to an unrelated party. The Company recorded a pre-tax loss on sale of $0.5 million.

Revenues for all discontinued operations for the years ended December 31, 2008, 2007, and 2006, were $13.4 million, $31.7 million, and $44.5 million, respectively.

F-42

As a result of certain of the above-mentioned dispositions, the Company has agreed to provide indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire, or until the agreed upon contract terms expire.

The table below shows the major classes of assets and liabilities related to the discontinued operations as of December 31, 2007. The assets and liabilities related to discontinued operations at December 31, 2008 are immaterial.


	December 31, 2007
Cash and cash equivalents	$	6.7
Receivables and other current assets		4.9
Property and equipment, net		4.8
Intangibles		45.8
Other assets		4.5

Total assets		66.7

Accounts payable and accrued expenses		7.5
Noncontrolling interests		0.7

Total liabilities		8.2

Net assets	$	58.5

18.

RELATED-PARTY TRANSACTIONS

In addition to those included elsewhere in the notes to the consolidated financial statements, related-party transactions entered into by the Company are summarized as follows:

Investments —The Company is an investor in certain real estate partnerships that are managed by an affiliate. Generally, we are entitled to a preferred return on these investments, and we retain a small residual ownership interest after our preferred capital balance is repaid. While the carrying value of these cost method investments at December 31, 2008 and 2007 is zero, we received distributions of $0.2 million, $13.6 million and $59.5 million during 2008, 2007, and 2006, respectively. Amounts included in other income, net in our consolidated statements of income related to these investments were $0.2 million, $13.6 million and $40.0 million during 2008, 2007 and 2006, respectively.

In addition, we own a 5% limited partnership interest and limited liability company interests in three privately held investment entities, which invest in life science technology companies and are managed by an affiliate. The carrying value of these cost method investments at December 31, 2008 and 2007 is $0.3 million and $124.4 million, respectively. We received distributions during the years ended December 31, 2008, 2007, and 2006 of $183.8 million, $5.5 million, and $12.3 million, respectively, of which $122 million represented a return of capital in 2008. The distribution in 2008 was a result of the sale of one of the underlying investments. These distributions are included in other income, net in our consolidated statements of income.

Transition Services Agreements —The Company is a party to Transition Services Agreements whereby we agree to provide certain administrative services to other related parties at cost, as defined, for a maximum of three years. These agreements expired on June 30, 2007. Nominal services continue to be rendered by the Company.

F-43

Leases —The Company’s corporate headquarters have been located at the Hyatt Center in Chicago, Illinois since 2005. A related party owns the Hyatt Center and a subsidiary of Hyatt Hotels Corporation has signed a master lease for a portion of this building and has entered into sublease agreements with certain related parties. The gross future operating lease payments for the entire term of this lease, ending January 31, 2020, is $116.6 million. Future sublease income for this space from related parties is $45.5 million. As of December 31, 2008 and 2007, the Company did not have a payable due to the landlord. The Company recorded, in selling, general and administrative expenses, $10.6 million, $10.0 million and $8.5 million in 2008, 2007 and 2006, respectively, for rent, taxes and our share of operating expenses and shared facility costs under the lease.

Property and Equipment —A related party provides services for the operation and maintenance of Company’s aircraft. The Company is charged for the cost of operating the aircraft. Additionally, the Company has a timesharing agreement with certain affiliates whereby the participating entities have use of a shared aircraft pool. Under the timeshare agreements, the Company is charged for its use of other aircrafts subject to the timeshare agreement and charges out the use of its aircraft by the participating entities. The Company recorded expenses of $3.9 million, $4.4 million, and $0.7 million for the years ended December 31, 2008, 2007, and 2006, respectively, associated with these aircraft operations and maintenance services and included them in selling, general and administrative expenses. As of December 31, 2008 and 2007, the Company had immaterial amounts due to the service provider.

Legal Services —A member of the Family is a partner in a law firm that provided services to the Company throughout fiscal years 2008, 2007, and 2006. The Company incurred legal fees of $5.5 million, $4.4 million, and $2.2 million, for years ended December 31, 2008, 2007, and 2006, respectively and is included in selling, general and administrative expenses. As of December 31, 2008 and 2007, the Company had immaterial amounts due to the law firm.

Gaming —The Company has a Gaming Space Lease Agreement with HCC Corporation (HCC), a related party, in relation to the Hyatt Regency Lake Tahoe Resort, Spa and Casino. In 2008, 2007, and 2006, the Company received $4.4 million, $4.2 million, and $4.1 million, under this lease.

Also related to the Hyatt Regency Lake Tahoe Resort, Spa and Casino, the Company has a Casino Facilities Agreement to provide certain sales, marketing, and other general and administrative services at agreed-upon rates. The Company received $0.8 million in 2008, 2007, and 2006, under this agreement. In addition, the Company billed HCC for complimentary goods and services provided to casino customers in the amount of $2.4 million, $3.3 million, and $3.2 million, respectively.

Other Transactions —Through a series of transactions with affiliates of the Family, in December 2008, the Company acquired the rights, interest, and title to a trademark and related domain names. The overall transaction was between entities under common control. As a result of these transactions, the Company recognized a deferred tax asset and a deemed capital contribution of $4.7 million.

In 2006 the Company received a capital contribution from the Family of approximately $11.7 million pursuant to an agreement which was entered into in connection with the formation of the Company. This amount is included in additional paid in capital.

Other Services — A member of the Company’s board of directors that was appointed in 2007 is a partner in a firm from which the Company receives financial advisory services. During 2008 and 2007, the Company paid advisory fees to this firm amounting to $1.5 million and $19.3 million, respectively, included in selling, general and administrative expenses. At December 31, 2008 and 2007, no amounts were owed to the firm. Additionally, affiliates of the financial advisory firm own hotels from which the Company received management and franchise fees of $1.6 million in 2008. The Company did not receive management and franchise fees from these hotels in 2007.

The Company has various cost sharing and advisory service agreements in place with businesses associated with the Family and certain of its affiliates. The income and expenses incurred

F-44

as a result of these agreements did not result in material amounts recorded in the financial statements for the years ended December 31, 2008, 2007, or 2006. As of December 31, 2008 and 2007, the Company had receivables due from these properties of $0 and $2.3 million, respectively.

Equity Method Investments —We have equity method investments in entities that own properties for which we provide management and/or franchise services and receive fees. The Company recorded fees of $35.5 million, $34.0 million, and $26.9 million for the years ended December 31, 2008, 2007, and 2006, respectively. As of December 31, 2008 and 2007, the Company had receivables due from these properties of $2.0 million and $5.5 million, respectively. In addition, in some cases we provide loans (see Note 6) or guarantees (see Note 14) to these entities. Our ownership interest in these equity method investments generally varies from 8 to 50 percent. See Note 3 for further details regarding our investments.

19.

DERIVATIVE INSTRUMENTS

Interest Rate Instruments —In the normal course of business, the Company is exposed to the impact of interest rate changes. Our objective is to manage the risk of interest rate changes on the results of operations, cash flows, and the market value of our debt by creating an appropriate balance between our fixed- and floating-rate debt.

As a result of the use of derivative instruments, the Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. To mitigate the counterparty credit risk, the Company has a policy of only entering into contracts with carefully selected major financial institutions based upon their credit rating and other factors.

In its hedging programs, the Company uses interest rate swaps. The Company does not use derivatives for trading or speculative purposes. On November 30, 2007, the Company assumed debt as part of its purchase of the remaining interest in the Great Eastern Hotel Holding Company. The debt includes a primary loan and a subordinated loan, totaling GBP 110.0 million ($159.2 million), both maturing on March 13, 2011. The primary loan bears interest at GBP LIBOR, plus 90 basis points. The subordinated loan bears interest at GBP LIBOR, plus 400 basis points. As part of the acquisition, the Company also assumed an interest rate swap that converts this variable rate exposure to a fixed rate. This contract protects against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in interest rates. The interest rate swap has a notional amount of GBP 110.0 ($159.2) million through March 31, 2009, GBP 108.9 ($157.6) million through March 31, 2010, and GBP 107.8 ($156.0) million through maturity on March 13, 2011. The swap contains a floating rate option, which exchanges the variable GBP LIBOR rates on the primary and subordinated notes described in Note 9 for a fixed rate of 4.91%. The swap was designated as a cash flow hedge in November 2008 under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FASB Statement No. 133”) and was highly effective in offsetting fluctuations in GBP LIBOR rates.

All derivatives are recognized in the balance sheet at fair value. Changes in the fair value of derivatives that are highly effective are recorded in other comprehensive income until the underlying transactions occur. Any realized gains or losses resulting from the cash flow hedges are recognized together with the hedged transaction in the consolidated statements of operations. At inception date, the Company formally documents all relationships between hedging activities. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. At December 31, 2008, the hedge was determined to be highly effective.

Prior to the hedge designation date, the swap was marked to market through earnings. The market value adjustment for the year ended December 31, 2008 was $9.0 million, of which $2.4 million

F-45

was included in other comprehensive income, which represents the market value adjustment for the period subsequent to the hedge designation date. The market value adjustment for the year ended December 31, 2007 was $2.5 million. At December 31, 2008 and 2007, the net fair value of this contract was recorded as other long-term liabilities of $8.5 million and other assets of $1.0 million, respectively.

The Company has two other interest rate swaps which were not designated as hedges, and therefore, have been marked to market each period through earnings. The notional dollar amount of these outstanding interest rate swap agreements (in US dollars) at December 31, 2008 was $61.4 million. At December 2008 and 2007, the net fair value of these contracts was recorded as a net current liability of $2.2 million and long-term liability of $1.5 million, respectively. These swaps were marked to market in the amounts of $(0.7) million, $0.1 million, and $(1.6) million for the years ended December 31, 2008, 2007 and 2006, respectively.

Foreign Currency Exchange Rate Instruments —We are exposed to the impact of foreign currency exchange rate fluctuations. Our objective is to manage a portion of the risk of foreign currency exposures through the use of derivative instruments. In 2008 and 2007, the Company entered into various forward currency exchange contracts, which were marked to market each period through earnings and are included in other income, net. At December 31, 2008 and 2007, the net fair value of these contracts was recorded as a net current liability of $8.8 million and $1.4 million, respectively. The notional dollar amount of the outstanding Euro, Swiss Franc, Pound Sterling, Japanese Yen and Korean Won forward contracts at December 31, 2008 is (in US dollars) $84.1 million, $66.2 million, $65.6 million, $2.8 million and $41.2 million, respectively, with terms of less than one year.

Certain energy contracts at our hotel facilities include derivatives. However, these derivatives qualify for the normal purchases or sales exemption under FASB Statement No. 133.

20.

SEGMENT AND GEOGRAPHIC INFORMATION

Our operating segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. We define our reportable segments as follows:

Owned and Leased Hotels —This segment derives its earnings from owned and leased hotel properties located predominantly in North America but also from limited international locations.

North American Management and Franchising —This segment derives its earnings from services provided including hotel management and licensing of our family of brands to franchisees located in the U.S. and Canada. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin and includes in costs and expenses these reimbursed costs. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.

F-46

IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.

The table below shows summarized consolidated financial information by segment. Included within Corporate and Other are unallocated corporate expenses and revenues and expenses on our timeshare properties, which are not material enough to warrant a separate segment.


(in millions)	2008			2007			2006
North American Management and Franchising
Revenues	$	1,474.8		$	1,439.5		$	1,375.5
Intersegment Revenues (a)		86.2			69.2			63.7
Adjusted EBITDA		162.6			163.6			171.5
Depreciation and Amortization		16.9			14.9			14.8
Total Assets		290.8			387.3
Capital Expenditures		3.9			12.9			6.6

International Management and Franchising
Revenues		225.4			225.8			188.4
Intersegment Revenues (a)		20.4			16.5			13.6
Adjusted EBITDA		102.0			110.2			100.7
Depreciation and Amortization		2.0			1.8			1.6
Total Assets		164.5			181.4
Capital Expenditures		1.9			3.2			2.4

Owned and Leased Hotels
Revenues		2,138.6			2,039.3			1,860.1
Adjusted EBITDA		522.0			517.9			421.4
Depreciation and Amortization		225.6			192.3			175.0
Total Assets		4,124.3			4,341.8
Capital Expenditures		249.4			360.1			279.5

Corporate and Other
Revenues		104.5			119.3			124.4
Adjusted EBITDA		(99.4	)		(83.5	)		(65.4	)
Depreciation and Amortization		4.5			4.7			3.6
Total Assets		1,539.1			1,337.2
Capital Expenditures		2.4			1.2			37.0

Eliminations (a)
Revenues		(106.6	)		(85.7	)		(77.3	)
Adjusted EBITDA		—			—			—
Depreciation and Amortization		—			—			—
Total Assets		—			—			—
Capital Expenditures		—			—			—

TOTAL
Revenues	$	3,836.7		$	3,738.2		$	3,471.1
Adjusted EBITDA		687.2			708.2			628.2
Depreciation and Amortization		249.0			213.7			195.0
Total Assets		6,118.7			6,247.7
Capital Expenditures		257.6			377.4			325.5

(a)	Intersegment revenues are included in the segment revenue totals and eliminated in Eliminations

F-47

The following table presents revenues and long-lived assets by geographical region:


Revenues:
United States	$	3,064.4	$	3,046.3	$	2,858.7
All Foreign		772.3		691.9		612.4

Total		3,836.7		3,738.2		3,471.1


Long-Lived Assets
United States	$	2,967.7	$	2,898.0
All Foreign		902.9		1,182.4

Total	$	3,870.6	$	4,080.4

The Company’s chief operating decision maker evaluates performance based on each segment’s adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation before interest expense; other income, net; provision for income taxes; depreciation and amortization; net gains on sales of real estate; asset impairments; charge resulting from the termination of our supplemental executive defined benefit plan; and discontinued operations and changes in accounting principles, net of tax and equity earnings from unconsolidated hospitality ventures to which we add our pro-rata share of Adjusted EBITDA from unconsolidated hospitality ventures based on our ownership percentage of each venture and net income attributable to noncontrolling interests.

The table below provides a reconciliation of our Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for 2008, 2007 and 2006.



(In millions of dollars)	Year Ended December 31,
(In millions of dollars)	2008			2007			2006

Adjusted EBITDA	$	687		$	708		$	628
Interest expense		(75	)		(43	)		(36	)
Other income, net		23			145			126
Provision for income taxes		(90	)		(208	)		(193	)
Depreciation and amortization		(249	)		(214	)		(195	)
Gains on sales of real estate		—			22			57
Asset impairments		(86	)		(61	)		—
Charge resulting from the termination of our supplemental executive defined benefit plans		(20	)		—			—
Discontinued operations and changes in accounting principles, net of tax		56			5			(2	)
Equity earnings from unconsolidated hospitality ventures		14			11			13
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA		(90	)		(94	)		(69	)
Net income attributable to noncontrolling interests		(2	)		(1	)		(14	)

Net income attributable to Hyatt Hotels Corporation	$	168		$	270		$	315

21.

SUBSEQUENT EVENT

On February 17, 2009 we acquired 100% of the 498 room Hyatt Regency Boston hotel from a third party for a total purchase price of $110 million.

F-48

22.

Earnings Per Share

The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows:


	Years Ended December 31,
	2008			2007			2006
*Numerator:*
Income from Continuing Operations	$	114		$	266		$	331
Income from discontinued operations		1			3			4
Gain (loss) on sale of discontinued operations		55			2			(2	)
Cumulative effect of change in accounting principle		—			—			(4	)
Net (income) attributable to noncontrolling interests		(2	)		(1	)		(14	)

Net Income Attributable to Hyatt Hotels Corporation	$	168		$	270		$	315


*Denominator:*
Basic weighted average shares outstanding:		256,074,029			269,170,628			275,117,476
Share-based compensation		48,265
Shares pursuant to a subscription agreement					97,411			—

Diluted weighted average shares outstanding		256,122,294			269,268,039			275,117,476


*Basic Earnings Per Share:*
Income from Continuing Operations	$	0.45		$	0.98		$	1.20
Income from discontinued operations		—			0.01			0.02
Gain (loss) on sale of discontinued operations		0.22			0.01			—
Cumulative effect of change in accounting principle		—			—			(0.02	)
Net (income) attributable to noncontrolling interests		(0.01	)		—			(0.05	)

Net Income Attributable to Hyatt Hotels Corporation	$	0.66		$	1.00		$	1.15


*Diluted Earnings Per Share:*
Income from Continuing Operations	$	0.45		$	0.98		$	1.20
Income from discontinued operations		—			0.01			0.02
Gain (loss) on sale of discontinued operations		0.22			0.01			—
Cumulative effect of change in accounting principle		—			—			(0.02	)
Net (income) attributable to noncontrolling interests		(0.01	)		—			(0.05	)

Net Income Attributable to Hyatt Hotels Corporation	$	0.66		$	1.00		$	1.15

The computations of diluted net income per share for the years ended December 31, 2008, 2007, and 2006 do not include approximately 55,000, 180,000, and 3,000 of shares of stock assumed to be issued as stock-settled stock appreciation rights and approximately 492,000, 140,000, and 210,000 of restricted stock units, respectively. In 2008 the shares pursuant to a subscription agreement were antidilutive. The effect of their inclusion would have been anti-dilutive to earnings per share.

F-49

HYATT HOTELS CORPORATION AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(In millions)


Description	Balance at Beginning of Year		Charged to Costs and Expenses			Charged to Other Accounts			Deductions				Balance at End of Year
Year Ended December 31, 2008:
Trade receivables—allowance for doubtful accounts	$	21	$	18		$	—		$	(15	)		$	24
Notes receivable—allowance for losses		109		20			—			(75	)	A		54
Deferred tax asset—valuation allowance		70		13			—			(14	)	B		69

Year Ended December 31, 2007:
Trade receivables—allowance for doubtful accounts		12		11			—			(2	)			21
Notes receivable—allowance for losses		38		72	A		—			(1	)			109
Deferred tax asset—valuation allowance		52		17			1	C		—				70

Year Ended December 31, 2006:
Trade receivables—allowance for doubtful accounts		11		5			—			(4	)			12
Notes receivable—allowance for losses		42		2			—			(6	)			38
Deferred tax asset—valuation allowance		36		3			13	C		—				52

Note A—The year ended December 31, 2008 included a $61 million write-off of a development loan, the related expense was recorded in the year ended December 31, 2007.
Note B—Amount includes a release of $14 million related to an IRS settlement.
Note C—These amounts represent valuation allowances recorded as a result of our acquisitions of the Andaz Liverpool Street and Park Hyatt Paris Vendome in 2007 and 2006, respectively.

F-50

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

For the Six Months Ended June 30, 2009 and 2008

(In millions of dollars, except per share amounts)

(Unaudited)


	Six Months Ended June 30,
	2009			2008
REVENUES:
Owned and leased hotels	$	876			1,125
Management and franchise fees		109			162
Other revenues		29			48
Other revenues from managed properties		623			674

Total revenues		1,637			2,009

DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels		710			807
Depreciation and amortization		130			125
Other direct costs		8			15
Selling, general, and administrative		122			138
Other costs from managed properties		623			674

Direct and selling, general, and administrative expenses		1,593			1,759
Net gains (losses) and interest income from marketable securities held to fund operating programs		8			(7	)
Equity earnings (losses) from unconsolidated hospitality ventures		(13	)		12
Interest expense		(27	)		(28	)
Asset impairments		(8	)		—
Other income (loss), net		(56	)		55

INCOME (LOSS) BEFORE INCOME TAXES		(52	)		282
(PROVISION) BENEFIT FOR INCOME TAXES		14			(107	)

INCOME (LOSS) FROM CONTINUING OPERATIONS		(38	)		175
DISCONTINUED OPERATIONS:
Income from discontinued operations, net of income tax expense (benefit) of $—and $ (1) for the six months ended June 30, 2009 and 2008, respectively		—			—
Gain (loss) on sale of discontinued operations, net of income tax expense (benefit) and $—and $—for the six months ended June 30, 2009 and 2008, respectively		—			—
NET INCOME (LOSS)		(38	)		175
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS		2			(2	)

NET INCOME (LOSS) ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	(36	)	$	173

EARNINGS PER SHARE—Basic
Income (loss) from continuing operations	$	(0.14	)	$	0.68
Net income (loss) attributable to Hyatt Hotels Corporation	$	(0.14	)	$	0.68
EARNINGS PER SHARE—Diluted
Income (loss) from continuing operations	$	(0.14	)	$	0.68
Net income (loss) attributable to Hyatt Hotels Corporation	$	(0.14	)	$	0.68

See accompanying notes to consolidated financial statements.

F-51

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of June 30, 2009 and December 31, 2008

(In millions of dollars, except share and per share amounts)

(Unaudited)


	June 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	968		$	428
Restricted cash		12			37
Receivables, net of allowances of $15 and $24 at June 30, 2009 and December 31, 2008, respectively		255			281
Inventories		134			170
Prepaids and other assets		84			72
Prepaid income taxes		25			18
Deferred tax assets		51			51

Total current assets		1,529			1,057
Investments		224			204
Property and equipment, net		3,616			3,495
Notes receivable, net of allowances		396			410
Goodwill		120			120
Intangibles, net		276			256
Deferred tax assets		140			126
Other assets		438			451

TOTAL ASSETS	$	6,739		$	6,119


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	17		$	38
Accounts payable		291			318
Accrued expenses		161			177
Accrued income taxes		11			23
Accrued compensation and benefits		94			97

Total current liabilities		574			653
Long-term debt		595			1,209
Other long-term liabilities		670			665

Total liabilities		1,839			2,527
Commitments and contingencies (see Note 14)

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value per share, 9,900,000 shares authorized and none outstanding as of June 30, 2009 and 10,000,000 shares authorized, 100,000 issued and outstanding as of December 31, 2008		—			—
Common stock, $0.01 par value per share, 400,000,000 shares authorized, 336,063,783 and 239,660,762 issued and outstanding at June 30, 2009 and December 31, 2008, respectively		3			2
Additional paid-in capital		3,590			2,241
Retained earnings		1,345			1,381
Accumulated other comprehensive loss		(64	)		(60	)

Total stockholders’ equity		4,874			3,564

Noncontrolling interests in consolidated subsidiaries		26			28

Total equity		4,900			3,592

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,739		$	6,119

See accompanying notes to consolidated financial statements.

F-52

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2009 and 2008

(In millions of dollars)

(Unaudited)


	Six Months Ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(38	)	$	175
Income (loss) from discontinued operations		—			—

Income (loss) from continuing operations		(38	)		175

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		130			125
Deferred income taxes		(9	)		(1	)
Asset impairments .		8			—
Equity (earnings) losses from unconsolidated hospitality ventures, less distributions received		19			(6	)
Income from cost method investments		(22	)		(62	)
Foreign currency exchange (losses) gains		(7	)		3
Net unrealized (gains) losses from marketable securities		(2	)		13
Other		22			12
Increase (decrease) in cash attributable to changes in assets and liabilities:
Receivables, net		26			(23	)
Inventories		(11	)		(10	)
Accounts payable		(15	)		(8	)
Accrued compensation and benefits		2			(35	)
Accrued expenses and other current liabilities		(18	)		(55	)
Other, net		(24	)		4

Net cash provided by operating activities of continuing operations		61			132

(Continued)

F-53

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2009 and 2008

(In millions of dollars)

(Unaudited)


	Six Months Ended June 30,
	2009			2008
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to investments and purchases of marketable securities		(39	)		(68	)
Distributions from investments		24			195
Proceeds from notes receivable		14			10
Issuance of notes receivable		(2	)		(2	)
Acquisitions, net of cash acquired		(109	)		(27	)
Purchase of property and equipment		(104	)		(116	)
Contract acquisition costs		(3	)		(5	)
Decrease in restricted cash		5			4

Net cash used in investing activities of continuing operations		(214	)		(9	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on revolver, net		(30	)		—
Repurchase of senior subordinated notes		(600	)		(16	)
Other debt payments		(26	)		—
Distributions to noncontrolling interests		—			(2	)
Purchase of noncontrolling interests		—			(7	)
Issuance of common stock, net of related costs of $4 million		1,355			—

Net cash provided by (used in) financing activities of continuing operations		699			(25	)

CASH PROVIDED BY DISCONTINUED OPERATIONS:
Net cash provided by operating activities of discontinued operations		—			11

Net cash provided by discontinued operations		—			11

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(6	)		(8	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		540			101
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		428			412

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	968		$	513

LESS CASH AND CASH EQUIVALENTS DISCONTINUED OPERATIONS		—			1

CASH AND CASH EQUIVALENTS CONTINUING OPERATIONS - END OF PERIOD	$	968		$	512

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	33		$	30

Cash paid during the period for income taxes	$	12		$	151

Non-cash investing activities are as follows:
Transfer of timeshare inventory to fixed assets (see Note 2)	$	47		$	—

(Concluded)

See accompanying notes to consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(In millions of dollars)

(Unaudited)


	Total			Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Treasury Stock Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries
BALANCE—January 1, 2008	$	3,469		$	3	$	3,323		$	1,213		$	(1,101	)	$	(4	)	$	35

Net income		175			—		—			173			—			—			2
Foreign currency translation adjustments, net of income tax of $(2)		(13	)		—		—			—			—			(13	)		—
Unrecognized pension cost, net of income tax of $(1)		2			—		—			—			—			2			—

Comprehensive Income		164			—		—			—			—			—			—
Distributions to noncontrolling interests		(2	)		—		—			—			—			—			(2	)
Purchase of non-controlling interests		(7	)		—		—			—			—			—			(7	)
Attribution of share based payments		6			—		6			—			—			—			—
Modification of share based payments		(1	)		—		(1	)		—			—			—			—

BALANCE—June 30, 2008	$	3,629		$	3	$	3,328		$	1,386		$	(1,101	)	$	(15	)	$	28

BALANCE—January 1, 2009	$	3,592		$	2	$	2,241		$	1,381		$	—		$	(60	)	$	28

Net (loss)		(38	)		—		—			(36	)		—			—			(2	)
Foreign currency translation adjustments, net of income tax		(4	)		—		—			—			—			(4	)		—

Comprehensive (loss)		(42	)		—		—			—			—			—			—
Issuance of common stock through rights offering, net of related costs of $4 million (See Note 13)		755			1		754			—			—			—			—
Issuance of common stock through Subscription Agreement, net of related costs of $13 million (See Note 13)		587			—		587			—			—			—			—
Attribution of share based payments		8			—		8			—			—			—			—

BALANCE—June 30, 2009	$	4,900		$	3	$	3,590		$	1,345		$	—		$	(64	)	$	26

See accompanying notes to consolidated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In millions of dollars, unless otherwise indicated)

(Unaudited)

1.	ORGANIZATION

Hyatt Hotels Corporation, a Delaware Corporation, and subsidiaries, (“Hyatt Hotels Corporation”), which, collectively, may be referred to as “we,” “us,” “our,” “HHC,” or the “Company,” is principally owned directly and indirectly by trusts for the benefit of various members of the Pritzker family (the “Family”).

The Company provides hospitality services on a worldwide basis through the management and ownership of hospitality related businesses. We operate or franchise 220 full-service, Hyatt-branded hotels, consisting of 95,845 rooms, in 45 countries throughout the world. We hold ownership interests in certain of these hotels. We operate or franchise 168 select-service, Hyatt-branded hotels with 21,409 rooms in the United States and Canada. We hold ownership interests in certain of these hotels. We develop and operate Hyatt-branded timeshare, fractional and other forms of residential or vacation properties.

Our North American management and hotel ownership company, Hyatt Corporation, was founded in 1957. Our international management and hotel ownership company, Hyatt International Corporation, was founded in 1968. On August 4, 2004, our predecessor, Global Hyatt, Inc., was incorporated in Delaware as a holding company to combine our North American and international hospitality operations and increase the scale and scope of our company. Effective October 13, 2004, the name Global Hyatt, Inc. was changed to Global Hyatt Corporation. On December 31, 2004, the stock of Hyatt Corporation and AIC, which owned Hyatt International Corporation, and the other hospitality-related assets of the Pritzker family business interests were contributed to Global Hyatt Corporation in exchange for shares of Global Hyatt Corporation common stock. The contribution was accounted for as a transaction between entities under common control in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations . As such, the contribution was recorded on the Company’s books at the same historical cost as that carried on the books for the transferors. Effective June 30, 2009 Global Hyatt Corporation changed its name to Hyatt Hotels Corporation.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in hospitality ventures are accounted for using the guidance of the revised Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51 (“FASB Interpretation No. 46(R)”), for all ventures deemed to be variable interest entities.

Use of Estimates —We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.

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Revenue Recognition —Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:

Management and franchise fees earned from hotels managed and franchised worldwide:

–

We account for the sale of real estate assets in accordance with FASB Statement No. 66, Accounting for Sales of Real Estate . Realized gains from the sale of hotel real estate assets where we maintain continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.

–

Other revenues

–

Other revenues primarily include revenues from our timeshare business. Consistent with the guidance in FASB Statement No. 152, Accounting for Real Estate Time-Sharing Transactions , an amendment of FASB Statements No. 66 and 67 , we recognize timeshare revenue when a minimum of 10% of the purchase price for the interval has been received, the period of cancellation with refund has expired, and receivables are deemed collectible. For sales that do not qualify for full revenue recognition as the project has progressed beyond the preliminary stages but has not yet reached completion, all revenue and associated direct expenses are initially deferred and recognized in earnings through the percentage-of-completion method.

–

Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.

Restricted Cash —We had restricted cash of $12 million and $37 million at June 30, 2009 and December 31, 2008, respectively. Of these amounts: (i) $0 and $17 million, respectively, were funds deposited in an interest bearing account for security of long-term loans and satisfying debt covenant requirements. As of June 30, 2009 the $17 million of restricted cash related to this deposit had been reclassified to other long term assets; (ii) $1 million and $5 million at June 30, 2009 and December 31,

F-57

2008, respectively, were escrow deposits on purchases of our timeshare intervals; and (iii) $2 and $6 million at June 30, 2009 and December 31, 2008, respectively, were advance payments of certain taxes and fees related to timeshare units that were required to be held in escrow under statutory law. The remaining $9 million and $9 million at June 30, 2009 and December 31, 2008, respectively, secured real estate taxes, property insurance, security deposits, property and equipment reserves, and long-term loans. These amounts are invested in interest-bearing accounts.

Marketable Securities —Our portfolio of marketable securities is accounted for as trading securities and consists of various types of common stock, fixed income securities, and mutual funds. Marketable securities are principally included within other noncurrent assets in the consolidated balance sheets (see Note 8). Fair value is based on listed market prices or dealer price quotations where available. Marketable securities are recorded at fair value with unrealized gains and losses reflected in the consolidated statements of income.

Other Income (Loss), Net —Other income (loss), net includes interest income on interest-bearing cash and cash equivalents, gains (losses) on other marketable securities (see Note 8), income from cost method investments (see Note 3), foreign currency gains (losses) including gains (losses) on foreign currency exchange rate instruments (see Note 19) and costs related to the repurchase of $600 million of 5.84% senior subordinated notes due 2013 (the “Notes”) and early settlement of a stock purchase forward agreement (the “Subscription Agreement”) (see Notes 9 and 13). The table below provides a reconciliation of the components in other income (loss), net for the six months ended June 30, 2009 and 2008, respectively:


	For the six months ended June 30,
	2009			2008
Interest income on interest-bearing cash and cash equivalents	$	10		$	9
Gains (losses) on other marketable securities		2			(13	)
Income from cost method investments		22			62
Foreign currency gains (losses)		7			(3	)
Debt settlement costs		(93	)		—
Other		(4	)		—

Other income (loss), net	$	(56	)	$	55

Foreign Currency —The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at period-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders’ equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a long-term nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a long-term nature are reported in income.

Notes Receivable —These receivables reflect the amounts due from our financing of timeshare interval sales, as well as receivables from certain franchisees and other hotel owners or developers.

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We carry mortgages receivable at amortized cost in current receivables and noncurrent receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. The adequacy of the allowance is determined by management through the analysis of several factors, such as economic conditions and industry trends, defaults, past-due aging, and historical write-offs of mortgages and contracts receivable. The allowance is maintained at a level believed adequate by management based on a periodic analysis of the portfolio of receivables.

Inventories —Inventories are comprised principally of unsold timeshare intervals of $120 million and $154 million at June 30, 2009 and December 31, 2008, respectively, and food and beverage inventories at our owned and leased hotels. Timeshare inventory is carried at the lower of cost or market, based on relative sales value or net realizable value. Food and beverage inventories are generally valued at the lower of cost (first-in, first-out) or market. Timeshare interval products inventory, which has an operating cycle that exceeds 12 months, is classified as a current asset consistent with recognized industry practice. During the first six months of 2009, we reclassified $47 million in timeshare inventory to property and equipment as we have changed our intended use with respect to certain of our vacation ownership units.

Useful lives assigned to property and equipment are as follows:


Buildings and improvements		15–50 years
Leasehold improvements		The shorter of the lease term or useful life of asset
Furniture and equipment		2–21 years
Computers		3–6 years

Long-Lived Assets and Definite-Lived Intangibles —We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain triggering events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets and definite-lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.

Goodwill —We evaluate goodwill and indefinite lived intangibles for impairment on an annual basis during the fourth quarter of each year using balances as of the end of September, or at an interim date if a triggering event occurs, whichever is sooner. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount with an impairment being recognized only where the fair value is less than carrying value. See Note 7 for additional information about goodwill.

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the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is not more likely than not to be substantiated on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 12.

Fair Value —In accordance with FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments , the Company discloses the fair value of its financial assets and liabilities as determined under the guidance of FASB Statement No. 157, Fair Value Measurements , based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision.

The carrying values of cash equivalents, accounts receivable, notes receivable – current, accounts payable, and current maturities of long-term debt approximate fair value due to the short-term nature of these items and their close proximity to maturity.

For additional information about fair value, see Note 4. The fair value of notes receivable is discussed in Note 6; the fair value of marketable securities is discussed in Note 8; and the fair value of long-term debt is discussed in Note 9.

The Program allows members to earn points based on their spending at Hyatt branded properties. Points earned by members can be redeemed for goods and services at Hyatt branded properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members’ qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for its operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.

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The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note 8). As of June 30, 2009 and December 31, 2008, total assets of the Fund were $294 million and $297 million, respectively, including $55 million and $47 million of current assets, respectively. Marketable securities held by the Fund and included in other noncurrent assets were $239 million and $250 million, respectively (see Note 8). As of June 30, 2009 and December 31, 2008, total liabilities of the Fund were $294 million and $297 million, respectively, including $55 million and $47 million of current liabilities, respectively. The non-current liabilities of the Fund are included in other long-term liabilities (see Note 10).

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In May 2009, the FASB issued FASB Statement No. 165, Subsequent Events . FASB Statement No. 165 establishes the accounting for and disclosure requirements of events or transactions that occur after the balance sheet date, but before the financial statements are issued. FASB Statement No. 165 is effective for interim and annual periods ending after June 15, 2009. The Company adopted FASB Statement No. 165 as of June 30, 2009. See Note 2 and Note 22 for disclosures relating to the Company’s subsequent events.

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 (“FSP No. FAS 157-4”), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP No. FAS 157-4 provides (a) additional application guidance for estimating fair value when the volume and activity for the asset or liability have greatly decreased and (b) indicators for identifying transactions that are not considered orderly. FSP No. FAS 157-4 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted the provisions of the FSP No. FAS 157-4 on January 1, 2009.

Additionally, in April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 (“FSP No. FAS 107-1 and APB 28-1”), Interim Disclosures about Fair Value of Financial Instruments . FSP No. FAS 107-1 and APB 28-1 requires companies to include the annual disclosure requirements of FASB Statement No. 107 in their interim financial statements. Furthermore, FSP No. FAS 107-1 and APB 28-1 requires that the method and significant assumptions used to estimate fair value be disclosed. FSP No. FAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted the provisions of FSP No. FAS 107-1 and APB 28-1 on January 1, 2009 with no material impact to the consolidated financial statements of the Company.

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In December 2007, the FASB issued FASB Statement No. 141(R) (revised 2007), Business Combinations (FASB Statement No. 141(R)), which revises how entities will account for acquisitions. The more significant changes are the (1) expanded definitions of a business and business combination, (2) increased use of fair value, (3) the expensing of acquisition costs, and (4) expanded financial statement disclosures. FASB Statement No. 141(R) is to be applied prospectively to business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted FASB Statement No. 141(R) effective January 1, 2009, and applied the provisions of the standard to all business combinations completed during the six months ended June 30, 2009. See Note 17 for discussion of acquisitions.

In April 2009, the FASB issued FASB Staff Position No. FAS 141(R)-1 (“FSP No. FAS 141(R)-1”), Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arises from Contingencies . FSP No. FAS 141(R)-1 addresses the application of the recognition and measurement guidance of assets acquired and liabilities assumed in a business combination that arise from contingencies. FSP No. FAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted FASB Statement No. 141(R) effective January 1, 2009, and applied the provisions of FSP No. FAS 141(R)-1 to all business combinations completed during the six months ended June 30, 2009. See Note 17 for discussion of acquisitions.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, (FASB Statement No. 160). FASB Statement No. 160 amends the accounting and reporting requirements for minority interests in Accounting Research Bulletin No. 51, Consolidated Financial Statements . FASB Statement No. 160 requires that minority interests be labeled noncontrolling interests and recorded as a component of equity. FASB Statement No. 160 is effective for fiscal years beginning on or after December 15, 2008. Effective January 1, 2009, we have adopted FASB Statement No. 160, which defines a non-controlling interest in a subsidiary as “the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent” and requires non-controlling interests to be presented as a separate component of equity in the consolidated balance sheet. FASB Statement No. 160 also modifies the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and noncontrolling interests.

In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133 (“FASB Statement No. 161”). FASB Statement No. 161 requires companies to enhance the transparency of their disclosures by addressing (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (FASB Statement No. 133) and related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB Statement No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of FASB Statement No. 161 on January 1, 2009 did not have a material impact on the consolidated financial statements of the Company. See Note 19 for the disclosures around the Company’s derivative activity.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP No. FAS 142-3”). FSP No. FAS 142-3 amends the factors that the Company should consider when developing renewal or extension assumptions used in the determination of useful lives of intangible assets recognized under FASB Statement No. 142 Goodwill and Other Intangible Assets (FASB Statement No. 142). These assumptions should be consistent with

F-62

the expected cash flow method used to measure the fair value of the intangible asset. FSP No. FAS 142-3 is applicable prospectively to intangible assets acquired after January 1, 2009. The Company adopted FSP FAS 142-3 on January 1, 2009 with no material impact on its consolidated financial results. See Note 17 for discussion of acquisitions.

In November 2008, the FASB ratified EITF Issue No. 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”). EITF 08-6 addresses how certain guidance in FASB Statement No. 141R and FASB Statement No. 160 might impact the accounting for equity method investments. EITF 08-6 is effective prospectively for new investments acquired in fiscal years beginning on or after December 15, 2008. The Company adopted EITF 08-6 on January 1, 2009 with no material impact on its consolidated financial results.

Future Adoption of Accounting Standards

In June 2009, the FASB issued FASB Statement No. 168, “The FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (FASB Statement No. 168). FASB Statement No. 168 establishes the “FASB Accounting Standards Codification” as the source of authoritative GAAP for nongovernmental entities. Additionally, FASB Statement No. 168 modifies the GAAP Hierarchy to only include two levels of GAAP—authoritative and nonauthoritative. FASB Statement No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption of FASB Statement No. 168 to have a material impact on its consolidated financial results.

In June 2009, the FASB issued FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R), (FASB Statement No. 167). FASB Statement No. 167 amends the consolidation rules related to variable interest entities (VIEs) under FASB Interpretation No. 46(R). The new rules expand the primary beneficiary analysis to incorporate a qualitative review of which entity controls and directs the activities of the VIE. FASB Statement No. 167 also modifies the rules regarding the frequency of ongoing reassessments of whether a company is the primary beneficiary. Under FASB Statement No. 167, companies are required to perform ongoing reassessments as opposed to only when certain triggering events occur, as was previously required. FASB Statement No. 167 is effective for the first annual reporting period that begins after November 15, 2009 and for interim periods therein. The Company is currently evaluating the impact, if any, the adoption of FASB Statement No. 167 will have on its consolidated financial statements.

3.	INVESTMENTS

We have investments that are recorded under both the equity and cost methods. Those investments categorized as hospitality ventures are recorded under the equity method. These investments are considered to be an integral part of our business, and strategically and operationally important to our overall results. Our equity and cost method investment balances recorded at June 30, 2009 and December 31, 2008 are as follows:


	2009		2008
Equity method investments	$	213	$	191
Cost method investments		11		13

Total investments	$	224	$	204

Income (loss) from equity method investments included in our consolidated statements of income (loss) for the six months ended June 30, 2009 and 2008 was $(13) million and $12 million, respectively. Income from cost method investments included in our consolidated statements of income

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(loss) for the six months ended June 30, 2009 and 2008 was $22 million and $62 million, respectively, and are included in other income (loss), net.

The carrying value and ownership percentages of our unconsolidated investments in hotel and vacation properties accounted for under the equity method as of June 30, 2009 and December 31, 2008 are as follows:


	Ownership Interests		As of June 30, 2009		As of December 31, 2008
	Ownership Interests		Our Investment		Our Investment
Juniper Hotels Private Ltd	50.0	%	$	38	$	37
Hotel Investments, LP (see below)	30.0	%		31		—
Hedreen Hotel Two, LLC	50.0	%		22		21
Nuevo Plaza Hotel Mendoza Limited	50.0	%		18		18
Hedreen Hotel, LLC	50.0	%		17		17
Sao Paulo Investment Co.	50.0	%		10		11
Bear Creek DFW Associates, LTD	50.0	%		9		9
East West Resort Development XII, LP, LLLP	41.4	%		8		9
Grand Aspen Holdings, LLC & Top of Mill Investors, LLC	25.8	%		8		9
Cal Harbor South Pier Urban Renewal Associates, LP	50.0	%		7		8
Other				45		52

Total			$	213	$	191

In March 2009, the Company acquired a 30.0% equity interest in Hotel Investments, LP, a hospitality venture that owns an interest in a hotel property located in Texas for a cash contribution of $31 million.

In July 2008, the Company paid $7 million for a 9.99% equity interest in an acquired hotel property in Waikiki, Hawaii. The hotel acquisition was financed from the equity interests in the venture, as well as a loan from the Company for $278 million, which has been recorded as a note receivable (see Note 6) on our consolidated balance sheets. The note matures July 2010 and earns interest at a 30-day London InterBank Offered Rate (“LIBOR”) plus 3.8%.

For the six months ended June 30, 2009 and 2008, we incurred $10 million and $1 million, respectively, of impairment charges recorded in equity earnings (losses) from unconsolidated hospitality ventures. These impairment charges were the result of the carrying amount of the assets exceeding the fair value as calculated using discounted operating cash flows and a determination that the decline was other than temporary. These impairments related to interests in a hospitality venture property and vacation ownership property.

During the six months ended June 30, 2009, we recorded $22 million as a result of distributions from privately held investment entities that invest in non-hospitality related real estate and life science technology companies and are managed by an affiliate. During the six months ended June 30, 2008, we recorded $62 million as a result of distributions from three privately held investment entities that invest in life science technology companies and are managed by an affiliate. On January 24, 2008, the Company received distributions of $184 million from these investments, representing all of the preferred returns and return of capital of $122 million.

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4.	FAIR VALUE MEASUREMENT

FASB Statement No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). When determining fair value, FASB Statement No. 157 requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. FASB Statement No. 157 establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. The three levels of the hierarchy are as follows:

Level One—Values based on unadjusted quoted prices in active markets for identical assets and liabilities;

We have various financial instruments that must be measured under the new fair value standard including certain marketable securities, interest bearing money market funds and derivatives instruments. We currently do not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis.

We utilize the market approach and income approach for valuing our financial instruments. According to FASB Statement No. 157, the market approach “utilizes prices and information generated by market transactions involving identical or similar assets and liabilities” and the income approach “uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted).” For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.

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As of June 30, 2009, the Company had the following financial assets and liabilities measured at fair value on a recurring basis:


	June 30, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Marketable securities included in other current and long-term assets:
Mutual funds	$	166		$	166	$	—		$	—
Equity securities		15			15		—			—
U.S. government obligations		89			—		89			—
U.S. government agencies		48			—		48			—
Corporate debt securities		75			—		75			—
Mortgage-backed securities		36			—		31			5
Asset-backed securities		14			—		14			—
Other		6			—		6			—
Interest bearing money market funds recorded in cash and cash equivalents		684			684		—			—
Derivative instruments:
Interest rate swap		(11	)		—		(11	)		—
Foreign currency forward contracts		(13	)		—		(13	)		—

Our portfolio of marketable securities consists of various types of U.S. Treasury securities, mutual funds, common stock, preferred stock and fixed income securities, including government and corporate bonds all of which are valued using the market approach. The fair values of our mutual funds and equity securities were classified as level one as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The remaining securities, except for certain mortgage-backed securities, were classified as level two due to the use and weighting of multiple market inputs being considered in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. See Note 8 for further details on our marketable securities.

Due to limited observability of market data and limited activity during the six months ended June 30, 2009, we determined that the fair value of certain of our mortgage-back securities would be best classified as Level 3. However, these securities are held within an investment-grade portfolio with many of these securities having a credit rating of AAA/Aaa. The following table summarizes the changes in fair value of our Level 3 securities for the six months ended June 30, 2009:


Beginning Balance—1/1/2009	$	—
Transfers into Level 3		5
Purchases, issuances, and settlements		—
Total gains (losses) (realized or unrealized)		—

Ending Balance—6/30/2009	$	5


The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:	$	—

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of the fund is classified as level one as we are able to obtain market available pricing information on an ongoing basis.

Our derivative instruments are foreign currency exchange rate instruments and interest rate swaps. The instruments are valued using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are generally classified as level two. Credit valuation adjustments may be made to ensure that derivatives are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and the Company’s nonperformance risk. As of June 30, 2009, the credit valuation adjustments are not material. See Note 19 for further details on our derivative instruments.

5.	PROPERTY AND EQUIPMENT

Property and equipment at cost as of June 30, 2009 and December 31, 2008 consist of the following:


	2009			2008
Land	$	560		$	560
Buildings		3,276			3,158
Leasehold improvements		264			234
Furniture, equipment and computers		1,077			1,057
Construction in progress		235			202

		5,412			5,211
Less accumulated depreciation		(1,796	)		(1,716	)

Total	$	3,616		$	3,495

Depreciation expense from continuing operations was $123 million and $117 million for the six months ended June 30, 2009 and 2008, respectively. The net book value of capital leased assets at June 30, 2009 and December 31, 2008, was $235 million and $242 million, respectively, which is net of accumulated depreciation of $24 million and $17 million, respectively. Capitalized interest for the six months ended June 30, 2009 and 2008 was $6 million and $8 million, respectively.

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6.	NOTES RECEIVABLE

Notes receivable at June 30, 2009 and December 31, 2008 are as follows:


	June 30, 2009			December 31, 2008
Senior loan receivable to provide acquisition financing to a hospitality venture investment in Hawaii, interest set at 30-day LIBOR + 3.8% due monthly, principal matures July 2010 (see below)	$	278		$	278
Mortgages receivable from individuals participating in timeshare investment activities at various interest rates with varying payments through 2018 (see below)		72			83
Mortgage receivables from franchisees, interest rates between 5.5% and 7.5%, due 2011 and 2012 (see below)		47			46
Note receivable from a third party guarantor related to the operations of an Australian hotel, 6.5% interest, principal and interest payable as per agreement; amounts fully reserved		15			13
Note receivable from third party owned hotel in Poland, 6.8% effective interest, due quarterly, matures 2018; amounts fully reserved		10			10
Loan receivable from a hotel in Buenos Aires, 6.0% interest due annually, matures October 2016		6			5
Loan receivable from affiliated hotel company in Maryland, 9.0% interest due monthly based on available net revenues, matures November 2029		5			5
Subscription receivable due annually through settlement		—			14
Other		30			25

		463			479
Less allowance for losses		(58	)		(54	)
Less current portion included in receivables		(9	)		(15	)

Total	$	396		$	410

Senior Loan Receivable —On July 16, 2008, the Company provided financing to a subsidiary of W2007 Waikiki Holdings, LLC (“W2007”). W2007 is an unconsolidated hospitality venture, which is accounted for under the equity method (see Note 3) and was formed to acquire ownership of a hotel property in Hawaii. The loan is collateralized by the hotel property and there is a recorded mortgage consent by the ground lessors. The loan has a stated maturity date of 2010 with three, one-year options to extend through 2013.

Timeshare Mortgages Receivable —These receivables reflect the amounts due from our financing of timeshare interval sales. We carry mortgages receivable at amortized cost in current and long-term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. As of June 30, 2009 and December 31, 2008, the allowance for such timeshare mortgages was $15 million and $16 million, respectively. As of June 30, 2009, the weighted-average interest rate on timeshare mortgages receivable was 14.1%. The adequacy of the allowance is determined by management through the analysis of several factors, such as current economic conditions, industry trends, defaults, past due aging and historical write-offs of mortgages and contracts receivable. The allowance is maintained at a level believed adequate by management based on a periodic analysis of the mortgage portfolio.

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Mortgages receivable held by the Company as of June 30, 2009 are scheduled to mature as follows:


Years Ending December 31,	Amount
Remainder of 2009	$	4
2010		8
2011		8
2012		8
2013		9
2014		10
Thereafter		25

Total mortgages receivable		72
Less allowance		(15	)

Net mortgages receivable	$	57

Mortgages Receivable from Franchisees —These receivables reflect financing provided to certain franchisees for the renovations and conversion of certain franchised hotels. As of June 30, 2009, five mortgages have been provided to franchisees with a total loan commitment of $47 million, which have been fully funded. These mortgages receivable are collateralized by the underlying properties and all loans accrue interest at fixed rates ranging between 5.5% and 7.5%.

Mortgages receivable held by the Company as of June 30, 2009 are scheduled to mature as follows:


Years Ending December 31	Amount
Remainder of 2009	$	—
2010		1
2011		29
2012		17
2013		—
2014		—
Thereafter		—

Total mortgages receivable		47
Less allowance		—

Net mortgages receivable	$	47

Fair Value —In accordance with FASB Statement No. 107, the Company estimated the fair value of notes receivable to approximate $370 million and $413 million as of June 30, 2009 and December 31, 2008, respectively. We estimated the fair value of notes receivables using discounted cash flow analyses based on current market inputs for similar types of arrangements. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.

7.	GOODWILL AND INTANGIBLE ASSETS

We review the carrying value of all our goodwill in accordance with FASB Statement No. 142, by comparing the carrying value of our reporting units to their fair values in the two-step process. We define a reporting unit at the individual property or business level. We are required to perform this comparison at least annually or more frequently if circumstances indicate that a possible impairment

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exists. When determining fair value in step one, we utilize internally developed discounted future cash flow models, third party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flow, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of our consolidated capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry.

The following is a summary of changes in the carrying amount of goodwill for the six months ended June 30, 2009:


	Balance at January 1, 2009		Activity during 2009		Balance at June 30, 2009
Owned and Leased Hotels	$	83	$	—	$	83
Management and Franchising—North America		33		—		33
Management and Franchising—International		—		—		—
Corporate and Other		4		—		4

Total	$	120	$	—	$	120

Definite lived intangible assets primarily include acquired management and franchise contracts, contract acquisition costs, and acquired lease rights. Franchise contracts are amortized on a straight-line basis over their contract terms, which are typically 20 years. Contract acquisition costs are generally amortized on a straight-line basis over the life of the management contracts, which range from approximately 10 to 40 years. Acquired lease rights are amortized on a straight-line basis over the lease term. Definite lived intangibles are tested for impairment whenever indicators of impairment arise. During the six months ended June 30, 2009 and 2008, we recorded impairment charges of $5 million and $0, respectively, which are included in asset impairments on the consolidated statements of income (loss) and relate to intangible assets with definite lives.

The following is a summary of intangible assets at June 30, 2009 and December 31, 2008:


	2009			Weighted Average Useful Lives	2008
Acquired lease rights	$	152		110	$	122
Contract acquisition costs		127		20		124
Franchise intangibles		51		22		56
Brand intangibles		11		7		11
Other		2		6		3

		343				316
Accumulated amortization		(67	)			(60	)

Intangibles, net	$	276			$	256

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Amortization expense relating to intangible assets for the six months ended June 30, 2009 and 2008, was $7 million and $8 million, respectively.

We estimate amortization expense for the definite lived intangibles for the years 2009 through 2014 to be:


Years Ending December 31,
Remainder of 2009	$	8
2010		13
2011		14
2012		12
2013		12
2014		12

8.	OTHER ASSETS

Marketable Securities —At June 30, 2009 and December 31, 2008, total marketable securities carried at fair value and included in the consolidated balance sheets were as follows:


	June 30, 2009			December 31, 2008
Marketable securities held by the Gold Passport Fund	$	269		$	266
Marketable securities held to fund deferred compensation plans		162			163
Other marketable securities		18			15

Total marketable securities		449			444
Less current portion of marketable securities included in prepaids and other assets		(45	)		(28	)

Marketable securities included in other assets	$	404		$	416

Included in net gains (losses) and interest income from marketable securities held to fund operating programs in the consolidated statements of income (loss) are $2 million and $1 million, respectively of realized and unrealized gains (losses) and interest income, net related to marketable securities held by the Gold Passport Fund for the six months ended June 30, 2009 and 2008. Also included are $6 million and $(8) million, of net realized and unrealized gains (losses) related to marketable securities held to fund deferred compensation plans for the six months ended June 30, 2009 and 2008, respectively.

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DEBT

Debt as of June 30, 2009 and December 31, 2008 consists of the following:


	June 30, 2009			December 31, 2008
Senior subordinated notes—5.84%	$	—		$	600
9.26% twenty-five year mortgage		59			61
British pound denominated hotel loans		180			159
Euro denominated hotel loans		72			72
Fixed rate mortgages and notes payable—6.0%—10.07%, collateralized by related land, buildings and improvements, and other related assets, payable in monthly, quarterly and annual principal and interest installments, maturing through 2016		80			82
Revolving credit facility		—			30
Other (various, maturing through 2010)		4			5

Long-term debt before capital lease obligations		395			1,009
Capital lease obligations		217			238

Total debt		612			1,247
Less current maturities		(17	)		(38	)

Total long-term debt, net of current maturities	$	595		$	1,209

Under existing agreements, contractual maturities of debt for the next five years and thereafter are as follows:


Remainder of 2009	$	10
2010		16
2011		324
2012		7
2013		8
2014		196
Thereafter		51

Total	$	612

5.84% Senior Subordinated Notes —On August 28, 2007, the Company issued $500 million of Notes to an independent third party, combined with the Subscription Agreement that requires the purchaser to acquire a variable number of Hyatt Hotels Corporation common stock (“HHC Common Stock”) at a future date, as defined, for $500 million in cash. On October 25, 2007, the Company issued $100 million of additional Notes to an independent third party, combined with a Subscription Agreement for $100 million in cash. The purchasers’ obligations under the Subscription Agreements are secured by a pledge of the Notes to the Company.

On May 13, 2009, HHC repurchased and cancelled the outstanding senior subordinated notes for $600 million plus $88 million in make whole interest and early settlement premiums. Other income (loss) includes these costs plus the write off of $5 million in deferred financing costs associated with these notes. In addition, the Company received $11 million due to us under the Subscription Agreement. See Note 13 for details of this transaction.

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9.26% Twenty Five Year Mortgage —On June 1, 2007, the Company acquired the Hyatt Regency San Antonio Riverwalk, which included the assumption of debt with a fair value of $67 million at the date of acquisition. The debt has a stated interest rate of 9.26% and a maturity date of 2021. Additionally, the Company may repay the debt at the optional prepayment date of September 11, 2011, without penalty.

Hotel Loans in British Pounds (GBP) —On November 30, 2007, the Company purchased the remaining interest in the Great Eastern Hotel Holding Company, which included the assumption of debt. The total balance of debt at June 30, 2009 and December 31, 2008 was GBP 109 million and GBP 110 million ($180 million and $159 million), respectively, and included a primary loan and a subordinated loan, both maturing on March 13, 2011. The loans are secured by the pledged shares of its wholly owned subsidiary and shareholder loans. The interest rate applicable to the primary loan is calculated at GBP LIBOR, plus 0.9%. The interest rate applicable to the subordinated loan is calculated at GBP LIBOR, plus 4%. As part of the acquisition, the Company also assumed an interest rate swap that converts this variable rate exposure to a fixed rate. The swap contains a floating rate option, which exchanges the variable GBP LIBOR rates on the primary and subordinated notes described in Note 19 to a fixed rate of 4.91%. Therefore, the net effective interest rate for both the primary and subordinated loans is 6.16%. The annual principal payments of 1% of the loan balance began in March 2009.

Hotel Loans in Euro —On February 28, 2006, the Company purchased the remaining interest in the Park Hyatt Paris Vendome, which included the assumption of debt. The balance of debt at June 30, 2009 and December 31, 2008, was euro 51 million ($72 million) and euro 51 million ($72 million), respectively, and includes a primary loan and a subordinated loan. The primary loan matures on April 14, 2017, and the interest rate applicable to this loan is calculated at EURIBOR, plus 1.25%. The subordinated loan matures on November 30, 2011, and the interest rate applicable to this loan is calculated at EURIBOR, plus 0.7%. As part of the acquisition, the Company also assumed an interest rate swap that converts a portion of this variable rate exposure to a fixed rate under most EURIBOR scenarios. The net effective interest rate on these loans as of June 30, 2009 was 7.33%.

Revolving Credit Facility —On June 29, 2005, the Company entered into a five-year, $1.0 billion revolving credit facility with a group of banks, which is set to expire on June 29, 2010. The interest rate applicable to borrowings under this facility is calculated at LIBOR plus a margin. The margin varies depending on the Company’s credit rating with the major rating agencies and includes a facility fee, which is charged regardless of the level of borrowings. As of June 30, 2009, the applicable rate for a 30-day borrowing would have been LIBOR plus 0.5%, or 0.81%, inclusive of the facility fee. There was an outstanding balance of $0 and $30 million on this credit facility at June 30, 2009 and December 31, 2008, respectively. In July 2009, we extended the maturity and increased the borrowing availability under our revolving credit facility to $1.5 billion, for further details refer to Note 22. At June 30, 2009 and December 31, 2008, the Company had entered into various letter of credit agreements for $88 million and $89 million, respectively, which reduced its available capacity under this revolving credit facility. The available line of credit on our revolving credit facility at June 30, 2009 was $912 million.

The Company also had a total of $21 million and $21 million of letters of credit issued through additional banks as of June 30, 2009 and December 31, 2008, respectively.

Certain of the long-term debt and revolving credit agreements contain financial covenants requiring that certain financial measures be met such as maintaining a minimum net worth, not to exceed a maximum ratio of debt to earnings before interest, tax, depreciation and amortization (EBITDA), not to fall below a minimum ratio of EBITDA to interest expense, or adherence to a maximum loan-to-value ratio. The Company is in compliance with all covenants as of June 30, 2009.

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Fair Value —The Company estimated the fair value of long-term debt, excluding capital lease obligations, at approximately $395 million and $825 million at June 30, 2009 and December 31, 2008, respectively. We estimated the fair value of long-term debt using a discounted cash flow analysis based on current market inputs for similar types of arrangements. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.

10.

OTHER LONG-TERM LIABILITIES

Other long-term liabilities at June 30, 2009 and December 31, 2008 consist of the following:


	2009		2008
Hyatt Gold Passport Fund (see Note 2 and 8)	$	239	$	250
Deferred Compensation Plans (see Note 11)		162		163
Other accrued income taxes (see Note 12)		98		91
Deferred income taxes (see Note 12)		36		31
Deferred incentive compensation plans (see Note 11)		36		36
Deferred gains on sale of hotel properties		31		32
Defined benefit plans (see Note 11)		16		16
Other		52		46

Total	$	670	$	665

11.

EMPLOYEE BENEFIT PLANS

Defined Benefit Plans —The Company sponsors supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain executives. In 2008 we merged our foreign funded and U.S. unfunded plans for active participants into our deferred compensation plans. For the six months ended June 30, 2009 and 2008, net periodic pension cost of $1 million and $2 million, respectively, was recognized on the unfunded U.S. plan. There was no net periodic pension cost recognized on the Foreign Funded Plan for the six months ended June 30, 2009, as all benefits from this plan were settled in full at the end of 2008. For the six months ended June 30, 2008, the Foreign Funded Plan recognized $5 million of net periodic pension cost.

Defined Contribution Plans —The Company provides retirement benefits to certain qualified employees under the Retirement Savings Plan, the Field Retirement Plan, and other related plans. The Company records expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the “Other revenues from managed properties” and “Other costs from managed properties” lines in the consolidated statements of income (loss) as the costs of these programs are largely related to employees located at lodging properties managed by the Company and are therefore charged to the property owners. For the six months ended June 30, 2009 and 2008, costs related to these contribution plans were $16 million and $16 million, respectively. Certain portions of these contributions are funded in rabbi trusts, as described below.

Deferred Compensation Plans —We provide nonqualified deferred compensation plans for certain employees. These plans are funded through contributions to rabbi trusts. Contributions and investment elections are determined by the employees. The Company also provides contributions according to a preapproved formula. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues and costs from managed properties lines in the consolidated statements of income. For the six months ended June 30, 2009 and 2008, costs related to these compensation plans were $1 million and $1 million, respectively. As of June 30, 2009 and December 31, 2008, the plans are fully funded in rabbi trusts. The assets of

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the plans are invested in mutual funds, which are recorded in other noncurrent assets in the consolidated balance sheets (see Note 8). The related deferred compensation liability is recorded in other long-term liabilities. All investment earnings and contributions will be paid to the participating employees upon the earlier of either termination of employment or retirement pursuant to a designated payment date.

Deferred Incentive Compensation Plans —The deferred incentive compensation plans consist of funded and unfunded defined contribution plans for certain executives. Benefits are discretionary and are based primarily on achievement of certain operational goals and objectives. Participant benefits vest over time and are payable at either the later of retirement or upon termination of employment at age 55. For the six months ended June 30, 2009 and 2008, costs related to these compensation plans were $1 million and $1 million, respectively.

12.

INCOME TAXES

The effective income tax rate from continuing operations for the six-month period ended June 30, 2009 and 2008 was 27.1% and 38.0% respectively. Total unrecognized tax benefits at June 30, 2009 and December 31, 2008 were $83 million and $87 million respectively, of which $56 million and $62 million respectively, would impact the effective tax rate if recognized.

In accordance with our accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total gross accrued interest and penalties were $66 million and $58 million at June 30, 2009 and December 31, 2008, respectively. Interest and penalties of $10 million and $8 million were recognized as a component of income tax expense during the six-month period ended June 30, 2009 and 2008, respectively.

It is reasonably possible that a reduction of up to $45 million of unrecognized tax benefits, accrued interest, and penalties could occur within twelve months from the resolution of audit examinations and the expiration of certain tax statutes for taxable years ended through 2005.

Prior to July 1, 2004, Hyatt Corporation was a member of the H Group Holding, Inc. consolidated group (“Former Parent”). Hyatt Corporation filed its own consolidated income tax return for the second half of 2004. The Former Parent, Hyatt Corporation and another related party entered into a Tax Separation Agreement (“Agreement”) during 2004 in connection with the formation of the Company. As part of the Agreement, Hyatt Corporation agreed to indemnify the Former Parent for all pre-June 30, 2004 taxes attributable to Hyatt Corporation calculated as if it were a separate consolidated group. Unrecognized tax benefits of $4 million were reclassified to other accrued expenses in the current year to record amounts due to the Former Parent in accordance with the Agreement.

AIC Holding Co, Inc (“AIC”), a subsidiary of the Company, filed consolidated income tax returns for taxable years through December 31, 2004. The IRS has examined the AIC returns and concluded all federal income tax matters for all years through the taxable year ended December 31, 2002.

The Internal Revenue Service completed its examination of the consolidated federal income tax returns for the taxable years ending December 31, 2003, 2004 and 2005 for the Former Parent and Hyatt Corporation. Following are the consolidated federal income tax returns that were examined: the Former Parent for the taxable years ended December 31, 2003, 2004 and 2005, Hyatt Corporation for the short-period ended December 31, 2004; AIC for the taxable years ended December 31, 2003 and 2004 and the Company for the taxable years ended December 31, 2004 and 2005. The Company, Hyatt Corporation, AIC and the Former Parent filed protests with the IRS Appeals Office contesting certain proposed examination liabilities. The Former Parent also continues to protest certain proposed adjustments that primarily involve benefits for the taxable year ended January 31, 2001. Federal income tax returns for all subsequent taxable years remain subject to examination by the IRS.

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The Company is under audit by various state and foreign tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period generally of up to one year after formal notification to the states. The statute of limitations for the foreign jurisdictions ranges from three to ten years after filing the respective tax return.

The Company has unrecognized tax benefits related to the various audits noted above. The ultimate outcome and the related liability for these matters cannot be fully determined at this time, however, the Company believes the payments made in prior years and the unrecognized tax benefits provided are adequate to cover any future liability.

13.

STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Comprehensive Loss — Comprehensive loss primarily relates to reported earnings (losses), foreign currency translation, changes in unrecognized pension cost and changes in the value of the effective portion of cash flow hedges.

The following table summarizes components of accumulated other comprehensive loss at June 30, 2009 and December 31, 2008:


	June 30, 2009			December 31, 2008
Foreign currency translation adjustments, net of income taxes of $8 million and $8 million in 2009 and 2008, respectively	$	(58	)	$	(54	)
Unrecognized pension cost, net of income taxes of $2 million and $2 million in 2009 and 2008, respectively		(4	)		(4	)
Unrealized loss on hedge activity net of income taxes of $1 million and $1 million in 2009 and 2008, respectively		(2	)		(2	)

Total accumulated other comprehensive loss	$	(64	)	$	(60	)

Senior Subordinated Notes and Stock Purchase Forward Agreement —On August 28, 2007, the Company issued $500 million of 5.84% senior subordinated notes due 2013 (“Notes”) and a stock purchase forward agreement (“Subscription Agreement”) to an independent third party that requires the purchaser to acquire a variable number of shares, as defined, for a total of $500 million in cash. The holder of these Notes also received a seat on the Company’s Board of Directors. On October 25, 2007, the Company issued $100 million of additional Notes and a Subscription Agreement to an independent third party for a total of $100 million in cash. On May 13, 2009, HHC repurchased and cancelled the outstanding senior subordinated notes for $600 million plus $88 million in make whole interest and early settlement premiums. Other income (loss) includes these costs plus the write off of $5 million in deferred financing costs associated with these notes.

Under the Subscription Agreements, the purchasers were required to pay to the Company a subscription fee of 0.84% per year of the purchase price through the settlement date, as defined. The fair value of the subscription receivable of $18 million was recorded as additional paid-in capital at the date of issuance. The purchase of shares of HHC Common Stock under the Subscription Agreement is mandatory on September 1, 2011 (the “Settlement Date”). The purchase of the shares of HHC Common Stock was to have been settled in cash in exchange for a variable number of HHC Common Stock based upon the fair value per share of HHC Common Stock at the date of settlement. The purchasers’ obligations under the Subscription Agreements are secured by a pledge of the Notes to the Company. In connection with the repurchase of the senior subordinated notes, on May 13, 2009, the purchasers exercised their rights under the Subscription Agreement and purchased 21,706,285 shares of Common Stock for $600 million. As part of this transaction the Company recognized

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$13 million of transaction costs as a reduction of additional paid in capital. These costs have been deferred from the date of the original Subscription Agreement. In addition, the Company received the remaining $11 million due to us under the Subscription Agreement.

Preferred Stock —On August 28, 2007, the Company issued 100,000 shares of newly designated stock (“Convertible Preferred Stock”) for $500 million to an independent third party investor. The Convertible Preferred Stock is currently convertible into approximately 16,281,342 shares of HHC Common Stock. The holder of the Convertible Preferred Stock also received a seat on the Company’s Board of Directors. Conversion is at the option of the holder. The Convertible Preferred Stock participates in dividends and distributions equivalent to the HHC Common Stock on an if-converted basis. In addition, the Convertible Preferred Stock also participates in any liquidation, dissolution, or winding up on an equivalent basis as the HHC Common Stock. The Convertible Preferred Stock is non-voting. The Convertible Preferred Stock may be sold or transferred only in accordance with the terms of the Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, the Company has the right but not the obligation to acquire the stock from any selling stockholder. In addition, the holder of the Convertible Preferred Stock can request that the Company register for issuance any of its common stock, subject to certain limitations. On May 14, 2009, the investor elected to convert its 100,000 shares of Convertible Preferred Stock to 16,281,342 shares of HHC Common Stock.

Common Stock —On May 14, 2009, the Company sold 58,390,397 shares of HHC Common Stock at $13 per share in exchange for $755 million in cash, net of $4 million in transaction costs through a rights offering to certain of our existing investors and their affiliates.

14.

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety bonds and letter of credit agreements, which are discussed below:

Guarantees and Commitments —As of June 30, 2009, we are committed, under certain conditions, to loan or invest up to $58 million in various business ventures.

Certain of our hotel lease or management agreements contain performance test clauses that stipulate certain minimum levels of operating performance. We guarantee certain of our hotel owners certain levels of hotel profitability based on various metrics. These performance test clauses provide us the option to fund a shortfall in profit performance. If we choose not to fund the shortfall the hotel owner has the option to terminate the management contract. As of June 30, 2009, no amounts had been accrued related to these performance guarantees. In addition, we have one management agreement where we are required to make payments based on specified thresholds and have recorded $3 million under this agreement in the six months ended June 30, 2009. The remaining maximum potential payments related to this agreement are $35 million through 2030.

We have entered into various loan, lease, completion and repayment guarantees related to investments held in hotel operations. The maximum exposure as of June 30, 2009 is $22 million. There was no accrual recorded as of June 30, 2009 related to these guarantees as the likelihood of performance under these guarantees is determined to be remote.

In connection with a Canadian property, a subsidiary of the Company guaranteed the payment of certain Canadian tax liabilities, to the extent they become payable under the contract. The tax liability has been deferred until any one of a number of events, as defined in the contract, causes the liability to become payable. The potential future liability under this guarantee as of June 30, 2009 is 7 million Canadian dollars ($6 million). There was no liability recorded as of June 30, 2009, related to this guarantee as the likelihood of performance was deemed to be remote.

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Surety Bonds —Surety bonds issued on behalf of the Company totaled $24 million at June 30, 2009, and primarily relate to workers’ compensation, taxes, licenses and utilities related to our lodging operations.

Letters of Credit —Letters of credit outstanding on the Company’s behalf as of June 30, 2009, totaled $109 million, the majority of which relate to the ongoing operations of the Company. Of the $109 million letters of credit outstanding, $88 million reduces the available capacity under the revolving credit facility (see Note 9).

Capital Expenditures —As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.

Other —The Company acts as general partner in various partnerships owning hotel facilities, which are subject to mortgage indebtedness. These mortgage agreements generally limit the lender’s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.

The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. For those matters not covered by insurance we reasonably recognize a liability associated with the commitments or contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, the Company does not expect that the ultimate resolution of such claims and litigation will have a material adverse effect on its consolidated financial statements.

15.

STOCK-BASED COMPENSATION

As part of the Company’s long-term incentive plan, the Company awards Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”) to certain executives.

Stock Appreciation Rights —Each vested SAR gives the holder the right to the difference between the value of a Hyatt Hotels Corporation common share at the exercise date and the value of a common share at the grant date. Vested SARs can be exercised annually over their life during the “exercise window” period as determined by the plan. The plan requires settlement in Hyatt Hotels Corporation common shares. The Company is accounting for these SARs as equity instruments per the provisions of FASB Statement No. 123(R), Share-Based Payments . The Company recognized $5 million and $4 million, respectively of total compensation expense for SARs for each of the six months ended June 30, 2009 and 2008, respectively. The income tax benefit was $2 million and $2 million for the six months ended June 30, 2009 and 2008, respectively.

In October 2006, the Company granted 1,168,750 SARs. Associated with those grants, the Company recognized $1 million and $2 million, respectively of compensation expense for each of the six months ended June 30, 2009 and 2008, respectively. With the exception of one award, the terms of all SARs granted in October were identical in all respects. The only difference between the group of identical awards (“Group A awards”) and the exception award (“Group B award”) relates to the timing of the vesting of the SARs. The Group A awards of 1,031,250 SARs vest over a four-year service period, with 25% of these SARs vesting in October of each year beginning in October 2007. The Group B award of 137,500 SARs vests 0% in 2007, 33.3% in October 2008, 33.3% in October 2009, and 33.3% in October 2010. Each of these SARs has a 10-year life, expiring in October 2016.

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In July and November 2007, the Company granted 1,480,001 and 33,000 SARs, respectively. Associated with those grants, the Company recognized $2 million and $2 million, respectively of compensation expense for each of the six months ended June 30, 2009 and 2008, respectively. With the exception of one award, the terms of all the SARs granted in July were identical in all respects. The only difference between Group A and Group B relates to the timing of the vesting of the SARs. The Group A award of 850,000 vests over a four-year service period, with 25% of these SARs vesting in December of each year beginning in December 2007. The Group B award of 630,001 vests over a four-year service period, with 25% of these SARs vesting in March of each year beginning in March 2008. Group C was granted in November 2007 and vests over a four-year service period, with 25% of these SARs vesting in August of each year beginning in August 2008. Each of these SARs has a 10-year contractual term, expiring in 2017.

In May 2008, the Company granted 569,275 SARs. Associated with those grants, the Company recognized $1 million and $0.3 million, respectively of compensation expense for each of the six months ended June 30, 2009 and 2008, respectively. The 2008 SAR awards are all identical and vest over a four-year service period, with 25% of these SARs vesting in April of each year beginning in April 2009. Each of these SARs has a 10-year contractual term, expiring in 2018.

In May 2009, the Company granted 984,420 SARs. Associated with those grants, the Company recognized $0.3 million of compensation expense for the six months ended June 30, 2009. The 2009 SAR awards are all identical and vest over a four-year service period, with 25% of these SARs vesting in April of each year beginning in April 2010. Each of these SARs has a 10-year contractual term, expiring in 2019.

The weighted average grant date fair value for the awards granted in 2009, 2008, 2007 and 2006 was $7.20, $13.00, $12.19 and $9.52, respectively.

The fair value of each SAR was estimated on the date of grant using the Black-Scholes-Merton option-valuation model with the following assumptions:


	2006 Group A			2006 Group B			2007 Group A			2007 Group B			2007 Group C			2008 Group A			2009 Group A
Exercise Price	$	24.95		$	24.95		$	31.40		$	31.40		$	30.71		$	29.09		$	13.00
Expected Life in Years		6.25			6.5			5.983			6.124			6.116			6.208			6.196
Risk-free Interest Rate		4.65	%		4.65	%		4.92	%		4.92	%		3.94	%		3.36	%		2.42	%
Expected Volatility		27.50	%		27.50	%		28.50	%		28.50	%		38.00	%		40.00	%		56.50	%
Annual Dividend Yield		0	%		0	%		0	%		0	%		0	%		0	%		0	%

The Company used an estimated forfeiture rate of 0% because only a small group of executives received these grants and the Company has limited historical data on which to base these estimates. At June 30, 2009, the Company had $20 million of unearned compensation expense associated with SARs that will be earned over the next five years. The Company records the compensation expense earned for SARs on a straight-line basis from the date of grant. The exercise price of these SARs was the fair value of the Company’s common stock at the grant date, based on a valuation of the Company. The expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR, per guidance from the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 and No. 110. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. The expected volatility was estimated using the average implied volatility of exchange-traded options of the Company’s major publicly traded competitors.

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A summary of SAR activity as of June 30, 2009, and changes during the six months then ended, is presented below:


	SAR Units	Weighted Average Exercise Price (in whole dollars)		Weighted Average Contractual Term
Outstanding at December 31, 2008:	2,761,484	$	28.99	8.44
Granted	984,420		13.00	9.95
Exercised	—		—	—
Forfeited or cancelled	—		—	—

Outstanding at June 30, 2009:	3,745,904		24.79	8.47
Exercisable as of June 30, 2009:	1,290,393	$	28.87	7.83

In May 2008, an award was modified and in May and December 2008, other awards were forfeited. As is consistent with the guidance in FASB Statement No. 123(R), the Company reversed compensation expense associated with unvested, forfeited awards and recognized additional compensation expense of $0.3 million in the second quarter of 2008 for the modified awards.

Restricted Stock Units —The Company recognized $3 million and $2 million, respectively, of total compensation expense for RSUs for each of the six months ended June 30, 2009 and 2008, respectively. The income tax benefit was $1 million and $1 million for the six months ended June 30, 2009 and 2008, respectively.

Each vested RSU will be settled with a single share of Hyatt Hotels Corporation common stock. The value of the RSUs was based on a valuation of the Company’s common stock.


Grant Date	RSUs	Value		Total Value (in millions)		Vesting Period
December 2006	210,000	$	31.40	$	7	3 years
May 2008	412,015	$	29.09	$	12	4 years
September 2008	40,670	$	29.09	$	1	4 years & 10 years
May 2009	232,693	$	13.00	$	3	4 years
May 2009	320,757	$	13.00	$	4	Immediately to 11 years

In December 2008, 28,295 RSUs from the May grant were forfeited. As is consistent with the guidance in FASB Statement No. 123(R), the Company reversed compensation expense associated with the unvested, forfeited awards.

The Company records compensation expense earned for RSUs on a straight-line basis from the date of grant.

A summary of the status of the non-vested restricted stock unit awards outstanding under the plan as of June 30, 2009 is presented below:


	Restricted Stock Units		Weighted Average Grant Date Fair Value (in whole dollars)
Nonvested at December 31, 2008:	491,890		$	29.42
Granted	553,450			13.00
Vested	(78,811	)		22.14
Forfeited or cancelled	—			—

Nonvested at June 30, 2009:	966,529		$	20.61

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The Company’s total unearned compensation for its stock-based compensation programs as of June 30, 2009 was $20 million for SARs and $16 million for RSUs, which will be recorded to compensation expense over the next eleven years as follows:


	2009		2010		2011		2012		2013 +		Total
SARs	$	5	$	9	$	4	$	2	$	—	$	20
RSUs		3		4		4		2		3		16

Total	$	8	$	13	$	8	$	4	$	3	$	36

Director Deferred Compensation Plan —In July 2007, the Company adopted the Deferred Compensation Plan for its Board of Directors. Under the plan provisions, a director may elect to defer portions of the annual compensation package to be paid at a date in the future. The annual compensation package is comprised of fees paid in cash and stock. The plan is being accounted for under the provisions of FASB Statement No. 123R and other applicable guidance. As of June 30, 2009 and December 31, 2008, the Company has recorded a liability for $0.4 million and $1 million, respectively, associated with the stock-based portion of this plan.

16.

LEASES

The future minimum lease payments due in each of the next five years and thereafter are as follows:


Years Ending December 31,	Operating Leases		Capital Leases
2009	$	16	$	9
2010		30		17
2011		27		16
2012		25		16
2013		24		16
2014		24		195
Thereafter		261		21

Total minimum lease payments	$	407	$	290

Less amount representing interest				(73	)

Present value of minimum lease payments			$	217

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to purchase the land adjacent to the hotel for $10 million at any time through the fifteenth lease year, which would reduce the option price of the hotel and land accordingly. On August 28, 2007, the Company exercised this option and purchased the adjacent land. This lease qualifies as a capital lease under FASB Statement No. 13, and, accordingly, the operating results of the hotel have been consolidated by the Company as of April 9, 2007. The leased assets are included in property and equipment, net, in the amount of $227 million. The lease agreement includes a commitment to spend $30 million on improvements to the property within the first five years. As of June 30, 2009, the full amount has been contracted and $27 million has been paid. Total minimum lease payments were calculated over the seven years of the lease term assuming that the Company will exercise the option to purchase the hotel and land in the eighth lease year. The Company is responsible for all operating costs related to the property, including insurance, maintenance, and taxes.

Hyatt Center —We lease our corporate office space at the Hyatt Center in Chicago, Illinois, from a related party. Under our master lease for Hyatt Center, we have entered into sublease agreements with certain related parties. The total minimum rentals to be received in the future under these noncancelable operating subleases as of June 30, 2009, are $44 million through 2020.

A summary of rent expense from continuing operations for all operating leases as of June 30 is as follows:


	2009		2008
Minimum rentals	$	11	$	8
Contingent rentals		19		31

Total	$	30	$	39


Years Ending December 31,	Amount
2009	$	11
2010		22
2011		21
2012		20
2013		18
2014		16
Thereafter		32

Total minimum lease receipts	$	140

17.

ACQUISITIONS, DISPOSITIONS AND DISCONTINUED OPERATIONS

Acquisitions —The Company continually assesses strategic acquisitions to complement its current business. Assets acquired and liabilities assumed in business combinations were recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the consolidated statements of income (loss) since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses. There were no contingent payments, options, or commitments specified in any of the following acquisition agreements unless as otherwise disclosed below.

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Hyatt Regency Boston —On February 17, 2009, a subsidiary of the Company acquired the assets of the Hyatt Regency Boston, a 498-room hotel, for a total purchase price of $110 million.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the owned and leased hotels segment for the acquisition. Total consideration paid was $110 million.


Receivables	$	2
Other current assets		1
Property and equipment		96
Acquired lease rights		14

Fair value of assets acquired		113
Fair value of liabilities assumed		(3	)

Total purchase price		110
Less: cash acquired		1

Net purchase price	$	109

Revenues included in owned and leased hotels revenues for the period from the date of acquisition to June 30, 2009 were $13 million.

The Great Eastern Hotel Holding Company —As a result of the acquisition of the Great Eastern Hotel Holding Company (GEHHC), the Company also assumed a 50% ownership interest in the Great Eastern Hotel Properties Limited (GEHP). On February 6, 2008, the Company purchased the remaining 50% interest in the Great Eastern Hotel Properties Limited for British Pounds Sterling (GBP) 16 million ($31 million), which included the settlement of stock loans and noncontrolling interest. The final purchase price allocation was completed as of December 31, 2008. Goodwill assumed through the acquisition of GEHHC was fully impaired as of December 31, 2008.

Discontinued Operations —In accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets the operating results, assets, and liabilities of the following businesses have been reported separately by the Company as discontinued operations in the consolidated balance sheets and consolidated statements of income. We do not have any continuing involvement in these operations.

On August 18, 2008, the Company sold the property known as Hawthorne Suites Orlando for $8 million, to a third party.

On July 18, 2008, the Company sold US Franchise Systems, Inc. (“USFS”), a wholly owned subsidiary of the Company, as part of a stock purchase agreement with a third party for $131 million.

Revenues for all discontinued operations for the six months ended June 30, 2009 and 2008 were $0 and $15 million, respectively.

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The assets and liabilities related to discontinued operations at June 30, 2009 and December 31, 2008 were immaterial. The net earnings for the six months ended June 30, 2009 and June 30, 2008 were also immaterial.

18.

RELATED-PARTY TRANSACTIONS

In addition to those included elsewhere in the notes to the consolidated financial statements, related-party transactions entered into by the Company are summarized as follows:

Investments —The Company is an investor in certain real estate partnerships that are managed by an affiliate. Generally, we are entitled to a preferred return on these investments, and we retain a small residual ownership interest after our preferred capital balance is repaid. While the carrying value of these cost method investments at June 30, 2009 and December 31, 2008 was zero, we received distributions from the sale of underlying investments during the six months ended June 30, 2009 and 2008 of $21 million and $0, respectively. The distributions are included in other income (loss), net in our consolidated statements of income (loss).

In addition, we own a 5% limited partnership interest and limited liability company interests in three privately held investment entities, which invest in life science technology companies and are managed by an affiliate. The carrying value of these cost method investments at June 30, 2009 and December 31, 2008 was $0 and $0.3 million, respectively. We received distributions during the six months ended June 30, 2009 of $1 million. As a result of the sale of one of the underlying investments, the Company received additional distributions of $184 million in the six months ended June 30, 2008, representing preferred returns of $62 million and return of capital of $122 million. These distributions are included in other income (loss), net in our consolidated statements of income (loss).

Leases —The Company’s corporate headquarters has been located at the Hyatt Center in Chicago, Illinois since 2005. A related party owns the Hyatt Center and a subsidiary of Hyatt Hotels Corporation has signed a master lease for a portion of this building and has entered into sublease agreements with certain related parties. The gross future operating lease payments for the entire term of this lease, ending January 31, 2020, are $112 million. Future sublease income for this space from related parties is $44 million. The Company recorded, in selling, general and administrative expenses, $5 million and $5 million for the six months ended June 30, 2009 and 2008, respectively, for net rent, taxes and our share of operating expenses and shared facilities under the lease. As of June 30, 2009 and December 31, 2008, the Company had recorded prepaid rent of $1 million and $1 million, respectively.

Property and Equipment —A related party provides services for the operation and maintenance of the Company’s aircraft. The Company is charged for the cost of operating the aircraft. Additionally, the Company has a timesharing agreement with certain affiliates whereby the participating entities have use of a shared aircraft pool. Under the timeshare agreements, the Company is charged for its use of other aircrafts subject to the timeshare agreement and charges out the use of its aircraft by the participating entities. The Company recorded expenses of $2 million and $2 million for the six months ended June 30, 2009 and 2008, respectively, associated with these aircraft operating and maintenance services, which are included in selling, general and administrative expenses. As of June 30, 2009 and December 31, 2008, the Company had immaterial payables due to the owner.

Legal Services —A member of the Family is a partner in a law firm that provided services to the Company throughout the six months ended June 30, 2009 and 2008. The Company incurred legal fees of $2 million and $1 million for the six months ended June 30, 2009 and 2008, respectively. Legal fees are included in selling, general and administrative expenses. As of June 30, 2009 and December 31, 2008, the Company had immaterial amounts payable due to the law firm.

F-84

Gaming— The Company has a Gaming Space Lease Agreement with HCC Corporation (HCC), a related party, in relation to the Hyatt Regency Lake Tahoe Resort, Spa and Casino. For the six months ended June 30, 2009 and 2008, the Company received $2 million and $2 million, respectively, under this lease.

Also related to the Hyatt Regency Lake Tahoe Resort, Spa and Casino, the Company has a Casino Facilities Agreement to provide certain sales, marketing and other general and administrative services. In exchange for such services, HCC pays us fees based on the type of service being provided and for complimentary goods and services provided to casino customers. The Company received $1 million and $2 million in the six months ended June 30, 2009 and 2008, respectively, under this agreement.

Other Services — A member of the Company’s Board of Directors that was appointed in 2007 is a partner in a firm from which the Company receives financial advisory services. During the six months ended June 30, 2009, the Company paid $3.5 million in advisory fees to this firm. During the six months ended June 30, 2008, the Company paid no advisory fees to this firm. At June 30, 2009 and December 31, 2008, no amounts were owed to the firm. Additionally, affiliates of the financial advisory firm own hotels from which the Company received management and franchise fees of $1.0 million and $0.1 million in the six months ended June 30, 2009 and 2008, respectively. As of June 30, 2009 and December 31, 2008, the Company had immaterial receivables due from these properties.

The Company has various cost sharing and advisory service agreements in place with businesses associated with the Family and certain of its affiliates. The income and expenses incurred as a result of these agreements did not result in material amounts recorded in the financial statements for the six months ended June 30, 2009 or 2008.

Equity Method Investments —We have equity method investments in entities that own properties for which we provide management and/or franchise services and receive fees. The Company recorded fees of $15 million and $19 million for the six months ended June 30, 2009 and 2008, respectively. As of June 30, 2009 and December 31, 2008, the Company had receivables due from these properties of $2 million and $2 million, respectively. In addition, in some cases we provide loans (see Note 6) or guarantees (see Note 14) to these entities. Our ownership interest in these equity method investments generally varies from 8 to 50 percent. See Note 3 for further details regarding our investments.

19.

DERIVATIVE INSTRUMENTS

As discussed in Note 2, on January 1, 2009, we adopted FASB Statement No. 161. We have applied the requirements of FASB Statement No. 161 on a prospective basis. Accordingly, disclosures related to interim periods prior to the date of adoption have not been presented.

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. As a result of the use of derivative instruments, the Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. To mitigate the counterparty credit risk, the Company has a policy of only entering into contracts with carefully selected major financial institutions based upon their credit rating and other factors. The Company’s derivative instruments do not contain credit-risk related contingent features.

Interest Rate Swap Agreements —In the normal course of business, the Company is exposed to the impact of interest rate changes. Our objective is to manage the risk of interest rate changes on the results of operations, cash flows, and the market value of our debt by creating an appropriate balance between our fixed and floating-rate debt.

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In its hedging programs, the Company uses interest rate swaps. On November 30, 2007, the Company assumed debt as part of its purchase of the remaining interest in the Great Eastern Hotel Holding Company. The debt includes a primary loan and a subordinated loan, totaling GBP 109 million ($180 million), both maturing on March 13, 2011. The primary loan bears interest at GBP LIBOR, plus 0.9%. The subordinated loan bears interest at GBP LIBOR, plus 4.0%. As part of the acquisition, the Company also assumed an interest rate swap that converts this variable rate exposure to a fixed rate. This contract protects against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in interest rates. The interest rate swap has a notional amount of GBP 109 ($180) million through March 31, 2010, and GBP 108 ($178) million through maturity on March 13, 2011. The swap exchanges the variable GBP LIBOR rates on the primary and subordinated notes described in Note 9 for a fixed rate of 4.91%. The swap was designated as a cash flow hedge in November 2008 under FASB Statement No. 133, and was highly effective in offsetting fluctuations in GBP LIBOR rates.

This interest rate swap is recognized in the balance sheet at fair value. Changes in the fair value of the swap are recorded in other comprehensive income until the underlying transactions occur, and the corresponding fair value payables are included in other long-term liabilities in our consolidated balance sheet. Any realized gains or losses resulting from the cash flow hedges are recognized together with the hedged transaction in the consolidated statements of income and are recorded as interest expense. The amount of loss recorded in other comprehensive loss at June 30, 2009 that is expected to be reclassified to interest expense in the next twelve months if interest rates remain unchanged is immaterial. At the designation date, the Company formally documents all relationships between hedging activities. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions. The Company also formally assesses, both at the hedge’s designation date and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. At June 30, 2009, the hedge was determined to be highly effective. Prior to the hedge designation date, the swap was marked to market through earnings.

The Company has two other interest rate swaps that were not designated as hedges, and therefore have been marked-to-market each period through earnings. These derivatives were held as economic hedges to convert variable interest rate exposures to fixed rates. These interest rate swaps are recognized in the balance sheet at fair value. The balance sheet classification for the fair values of these interest rate swaps is to prepaids and other assets for unrealized gains and to other long-term liabilities for unrealized losses. The statement of income classification for the fair values of these interest rate swaps is to other income (loss), net, for both realized and unrealized gains and losses. The notional dollar amount of these outstanding interest rate swap agreements (in US dollars) at June 30, 2009 was $56 million.

Foreign Currency Exchange Rate Instruments —We transact business in various foreign currencies and utilize foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. Our strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from intercompany loans and other intercompany transactions. Our foreign currency forward contracts generally settle within 12 months. We do not use these forward contracts for trading purposes. We do not designate these forward contracts as hedging instruments pursuant to FASB Statement No. 133. Accordingly, we record the fair value of these contracts as of the end of our reporting period to our consolidated balance sheet with changes in fair value recorded in our consolidated statement of operations. The balance sheet classification for the fair values of these forward contracts is to prepaids and other assets for unrealized gains and to accounts payable for unrealized losses. The statement of income classification for the fair values of these forward contracts is to other income (loss), net, for both realized and unrealized gains and losses.

F-86

The notional dollar amount of the outstanding Swiss Franc, Euro, Pound Sterling, Korean Won, and Japanese Yen forward contracts at June 30, 2009 is (in US dollars) $129 million, $79 million, $66 million, $52 million and $3 million, respectively, with terms of less than one year.

Certain energy contracts at our hotel facilities include derivatives. However, these derivatives qualify for the normal purchases or sales exemption under FASB Statement No. 133.

The effects of derivative instruments on our consolidated financial statements were as follows as of June 30, 2009 and for the six months then ended:

Fair Values of Derivative Instruments


	Asset Derivatives			Liability Derivatives
	June 30, 2009			June 30, 2009
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under Statement 133
Interest rate swaps				Other long-term liabilities	$	9
Derivatives not designated as hedging instruments under Statement 133
Interest rate swaps				Other long-term liabilities	$	2
Foreign currency forward contracts	Prepaids and other assets	$	2	Account payables		15

Total derivatives		$	2		$	26

Effect of Derivative Instruments on Income and Other Comprehensive Loss


	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivative (Effective Portion)		Amount and Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)	Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing*)
	Six Months Ended June 30, 2009		Six Months Ended June 30, 2009	Six Months Ended June 30, 2009
Cash flow hedges:
Interest rate swaps		$ —	$1 Interest expense	$ — Other income, net

	Amount and Location of Gain (Loss) Recognized in Income on Derivative
	Six Months Ended June 30, 2009
Derivatives not designated as hedges:
Interest rate swaps	$	—	Other income, net
Foreign currency forward contracts		—	Other income, net

	$	—

*	For the six months ended June 30, 2009 there was an immaterial gain recognized in income related to the ineffective portion of the hedge. No amounts were excluded from the assessment of hedge effectiveness for the six months ended June 30, 2009.

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20.

SEGMENT AND GEOGRAPHIC INFORMATION

Our operating segments are components of the business that are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. We define our reportable segments as follows:

Owned and Leased Hotels —This segment derives its earnings from owned and leased hotel properties located predominantly in North America but also from limited international locations.

North American Management and Franchising —This segment derives its earnings from services provided including hotel management and licensing of our family of brands to franchisees located in the U.S., Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin and includes in costs and expenses these reimbursed costs. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines “Other revenues from managed properties” and “Other costs from managed properties,” respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels and are eliminated in consolidation.

International Management and Franchising —This segment derives its earnings from services provided including hotel management and licensing of our family of brands to franchisees located in countries outside of the U.S., Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin and includes in costs and expenses these reimbursed costs. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines “Other revenues from managed properties” and “Other costs from managed properties,” respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, and are eliminated in consolidation.

The Company’s chief operating decision maker evaluates performance based on each segment’s adjusted EBITDA. We define Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation before interest expense; other income (loss), net; benefit (provision) for income taxes; depreciation and amortization; asset impairments; discontinued operations, net of tax; equity earnings (losses) from unconsolidated hospitality ventures; net loss (income) from noncontrolling interests; and to which we add our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA.

F-88

The table below shows summarized consolidated financial information by segment. Included within Corporate and Other are unallocated corporate expenses and revenue and expenses on our vacation ownership properties, which are not material enough to warrant a separate segment.


	Six Months Ended June 30,
	2009			2008
North American Management and Franchising
Revenues	$	680		$	764
Intersegment Revenues (a)		31			47
Adjusted EBITDA		63			101
Depreciation and Amortization		5			9
Capital Expenditures		1			2

International Management and Franchising
Revenues		82			118
Intersegment Revenues (a)		7			10
Adjusted EBITDA		26			59
Depreciation and Amortization		1			1
Capital Expenditures		1			1

Owned and Leased Hotels
Revenues		876			1,125
Adjusted EBITDA		156			303
Depreciation and Amortization		119			113
Capital Expenditures		101			111

Corporate and other
Revenues		37			59
Adjusted EBITDA		(35	)		(46	)
Depreciation and Amortization		5			2
Capital Expenditures		1			2

Eliminations (a)
Revenues		(38	)		(57	)
Adjusted EBITDA		—			—
Depreciation and Amortization		—			—
Capital Expenditures		—			—

TOTAL
Revenues	$	1,637		$	2,009
Adjusted EBITDA		210			417
Depreciation and Amortization		130			125
Capital Expenditures		104			116

(a)	Intersegment revenues are included in the segment revenue totals and eliminated in Eliminations

F-89

The table below shows summarized consolidated balance sheet information by segment:

Total Assets


	June 30, 2009		December 31, 2008
North American Management and Franchising	$	249	$	291
International Management and Franchising		164		165
Owned and Leased Hotels		4,337		4,124
Corporate and other		1,989		1,539

TOTAL	$	6,739	$	6,119

The following table presents revenues and long-lived assets by geographical region:


	Six Months Ended June 30,
	2009		2008
Revenues:
United States	$	1,331	$	1,596
All Foreign		306		413

Total	$	1,637	$	2,009


	June 30, 2009		December 31, 2008
Long-Lived Assets
United States	$	3,087	$	2,968
All Foreign		925		903

Total	$	4,012	$	3,871

The table below provides a reconciliation of the Company’s net income (loss) attributable to Hyatt Hotels Corporation to adjusted EBITDA, a non-GAAP measure, for the six months ended June 30, 2009 and 2008, respectively:


	Six Months Ended June 30,
	2009			2008
Adjusted EBITDA	$	210		$	417
Interest expense		(27	)		(28	)
Other income (loss), net		(56	)		55
(Provision) benefit for income taxes		14			(107	)
Depreciation and amortization		(130	)		(125	)
Asset impairments		(8	)		—
Discontinued operations, net of tax		—			—
Equity (losses) earnings from unconsolidated hospitality ventures		(13	)		12
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA		(28	)		(49	)
Net income (losses) from noncontrolling interests		2			(2	)

Net Income (Loss) Attributable to Hyatt Hotels Corporation	$	(36	)	$	173

F-90

21.

EARNINGS PER SHARE

The calculation of basic and diluted earnings (losses) per share including a reconciliation of the numerator and denominator was calculated as follows:


	Six Months Ended June 30,
	2009			2008
*Numerator:*
(Loss) Income from Continuing Operations	$	(38	)	$	175
Income from discontinued operations		—			—
Gain (loss) on sale of discontinued operations		—			—

Net (Loss) Income	$	(38	)	$	175
Net Loss (Income) Attributable to Noncontrolling Interests	$	2		$	(2	)

Net (Loss) Income Attributable to Hyatt Hotels Corporation	$	(36	)	$	173

*Denominator:*
Basic weighted average shares outstanding:		265,673,636			256,057,671
Share-based compensation and subscription receivable		—			—

Diluted weighted average shares outstanding		265,673,636			256,057,671

*Basic Earnings Per Share:*
(Loss) Income from Continuing Operations	$	(0.14	)	$	0.68
Income from discontinued operations		—			—
Gain (loss) on sale of discontinued operations		—			—

Net (Loss) Income	$	(0.14	)	$	0.68
Net Loss (Income) Attributable to Noncontrolling Interests		—			—

Net (Loss) Income Attributable to Hyatt Hotels Corporation	$	(0.14	)	$	0.68

*Diluted Earnings Per Share:*
(Loss) Income from Continuing Operations	$	(0.14	)	$	0.68
Income from discontinued operations		—			—
Gain (loss) on sale of discontinued operations		—			—

Net (Loss) Income	$	(0.14	)	$	0.68
Net Loss (Income) Attributable to Noncontrolling Interests		—			—

Net (Loss) Income Attributable to Hyatt Hotels Corporation	$	(0.14	)	$	0.68

The computations of diluted net income (loss) per share for the six months ended June 30, 2009 and 2008 do not include approximately 362,000 and 108,000 of shares of stock assumed to be issued as stock-settled stock appreciation rights and approximately 967,000 and 552,000 of restricted stock units, respectively.

22.

SUBSEQUENT EVENT

In July 2009, we extended the maturity and increased the borrowing availability under our revolving credit facility to $1.5 billion. Under the terms of the extension, approximately $370 million of credit availability matures on June 29, 2010, with the remaining availability maturing on June 29, 2012. Interest rates on outstanding borrowings are either LIBOR-based or based on an alternate base rate, with margins in each case based on our credit rating.

* * * * * *

F-91

LOGO

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS


		Page
Prospectus Summary		1
Risk Factors		13
Special Note Regarding Forward-Looking Statements		41
Use of Proceeds		42
Dividend Policy		42
Capitalization		43
Dilution		45
Selected Consolidated Financial Data		47
Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
The Lodging Industry		87
Business		90
Management		110
Compensation Discussion and Analysis		119
Certain Relationships and Related Party Transactions		144
Stockholder Agreements		165
Principal and Selling Stockholders		168
Description of Principal Indebtedness		173
Description of Capital Stock		176
Shares Eligible for Future Sale		184
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock		191
Underwriting		195
Legal Matters		199
Experts		199
Where You Can Find More Information		199
Index to Consolidated Financial Statements		F-1

Through and including , 2009 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Hyatt Hotels Corporation

Common Stock

Goldman, Sachs & Co.

Deutsche Bank Securities

J.P. Morgan

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses, other than underwriting discounts, payable by us in connection with the sale of the common stock being registered. All of the amounts shown are estimated, except the Securities and Exchange Commission registration fee and FINRA filing fee.


SEC registration fee	$	64,170
FINRA filing fee		75,500
New York Stock Exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous fees and expenses		*

Total	$	*

*	To be filed by amendment

Item 14.

Indemnification of Directors and Officers.

Hyatt Hotels Corporation is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. A similar standard of care is applicable in the case of actions by or in the right of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought determines that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the Delaware Court of Chancery or other court shall deem proper. Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify and advance expenses to our directors, officers and employees to the fullest extent permitted by Delaware law in connection with any threatened, pending or completed action, suit or proceeding to which such person was or is a party or is threatened to be made a party by reason of the fact that he or she is or was our director, officer or employee, or is or was serving at our request as a director, officer, employee or agent of another corporation or enterprise. In addition, members of our board of directors and compensation committee are also indemnified for actions under our LTIP.

II-1

Section 102(b)(7) of the Delaware General Corporation Law provides that a Delaware corporation may in its certificate of incorporation or an amendment thereto eliminate or limit the personal liability of a director to a corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. Our amended and restated certificate of incorporation generally provides that we will eliminate or limit the personal liability of our directors to the fullest extent permitted by law.

We currently have directors’ and officers’ liability insurance policies to insure our directors and officers against liability for actions or omissions occurring in their capacity as a director or officer, subject to certain exclusions and limitations.

Reference is made to the form of underwriting agreement filed as Exhibit 1.1 hereto for provisions providing that the underwriters are obligated, under certain circumstances, to indemnify our directors, officers and controlling persons against certain liabilities under the Securities Act of 1933, as amended (the Securities Act).

Item 15.

Recent Sales of Unregistered Securities.

The following is a summary of our issuances or sales of securities during the past three years that were not registered under the Securities Act:

In October 2006, the registrant issued an aggregate of 466,074 shares of common stock to one accredited investor in exchange for a capital contribution of $11,655,334 pursuant to the Master Contribution Agreement.

From October 6, 2006 through June 30, 2009, the registrant issued an aggregate of 4,674,664 stock appreciation rights to certain employees under our LTIP.

On December 18, 2006, the registrant issued an aggregate of 210,000 restricted stock units to our chief executive officer pursuant to the terms of a Restricted Stock Unit Agreement.

From May 2, 2008 through June 30, 2009, the registrant issued an aggregate of 1,050,791 restricted stock units to certain employees under our LTIP.

From May 2, 2008 through June 30, 2009, the registrant issued an aggregate of 36,139 fully vested shares of common stock to three non-employee directors under our LTIP.

On August 28, 2007, the registrant issued and sold an aggregate of 100,000 shares of Series A convertible preferred stock to two accredited investors at $5,000 per share, for aggregate proceeds of $500,000,000. On May 13, 2009, the registrant issued 16,281,341.582546 shares of common stock upon conversion of all outstanding shares of Series A convertible preferred stock.

On August 28, 2007, the registrant issued and sold an aggregate of $500,000,000 principal amount of 5.84% Senior Subordinated Notes due September 1, 2013 to one accredited investor.

On October 25, 2007, the registrant issued and sold an aggregate of $100,000,000 principal amount of 5.84% Senior Subordinated Notes due September 1, 2013 to one accredited investor.

In May 2009, the registrant issued and sold an aggregate of 21,706,283 shares of its common stock to seven accredited investors in connection with the settlement of such investors’ and certain of

II-2

their affiliates’ obligations under a subscription agreement entered into in August 2007. Such shares were sold at the purchase price negotiated under the subscription agreement of $27.64 per share for aggregate proceeds of $600,000,000.

In May 2009, the registrant issued and sold an aggregate of 58,390,397 shares of its common stock to its existing stockholders and certain of their affiliates, as well as certain non-employee directors, at $13.00 per share, for aggregate proceeds of $759,075,161.

The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The purchasers of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients either received adequate information about the registrant or had access, through their relationships with the registrant, to such information.

There were no underwriters employed in connection with any of the transactions set forth in Item 15.

Item 16.

Exhibits and Financial Statement Schedules.

(a)

Exhibits

See the Exhibit Index beginning on page E-1, which follows the signature pages hereof and is incorporated herein by reference.

(b)

Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 17.

Undertakings.

The undersigned registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-3

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; and

(4) the undersigned will provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on the 5th day of August, 2009.


Hyatt Hotels Corporation

By:		/ S / M ARK S. H OPLAMAZIAN
		Name: Mark S. Hoplamazian
		Title: President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities approved on the 5th day of August, 2009. Each person whose signature appears below hereby constitutes and appoints Mark S. Hoplamazian and Harmit J. Singh, or either of them, as such person’s true and lawful attorney-in-fact and agent with full power and substitution for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, including any registration statements or amendments thereto filed pursuant to Rule 462(b) under the Securities Act, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, may lawfully do or cause to be done by virtue thereof.


Signature		Title

/ S / M ARK S. H OPLAMAZIAN Mark S. Hoplamazian		President and Chief Executive Officer (Principal Executive Officer)

/ S / H ARMIT J. S INGH Harmit J. Singh		Chief Financial Officer (Principal Accounting and Financial Officer)

/ S / T HOMAS J. P RITZKER Thomas J. Pritzker		Executive Chairman of the board of directors

/ S / B ERNARD W. A RONSON Bernard W. Aronson		Director

/ S / R ICHARD A. F RIEDMAN Richard A. Friedman		Director

/ S / S USAN D. K RONICK Susan D. Kronick		Director

II-5


Signature		Title

/ S / M ACKEY J. M C D ONALD Mackey J. McDonald		Director

/ S / J OHN D. N ICHOLS John D. Nichols		Director

/ S / G REGORY B. P ENNER Gregory B. Penner		Director

/ S / P ENNY P RITZKER Penny Pritzker		Director

/ S / M ICHAEL A. R OCCA Michael A. Rocca		Director

/ S / B YRON D. T ROTT Byron D. Trott		Director

/ S / R ICHARD C. T UTTLE Richard C. Tuttle		Director

II-6

Exhibit Index


Exhibit Number		Exhibit Description

1.1*		Form of Underwriting Agreement

3.1*		Form of Amended and Restated Certificate of Incorporation of Hyatt Hotels Corporation (to be in effect prior to the consummation of this offering)

3.2*		Form of Amended and Restated Bylaws of Hyatt Hotels Corporation (to be in effect prior to the consummation of this offering)

4.1*		Specimen Common Stock Certificate

4.2		Registration Rights Agreement, dated as of August 28, 2007, as amended, by and among Global Hyatt Corporation, Madrone GHC, LLC, Lake GHC, LLC, Shimoda GHC, LLC, GS Sunray Holdings, L.L.C., GS Sunray Holdings Subco I, L.L.C., GS Sunray Holdings Subco II, L.L.C., GS Sunray Holdings Parallel, L.L.C., GS Sunray Holdings Parallel Subco, L.L.C., Mori Building Capital Investment LLC and others party thereto

5.1*		Opinion of Latham & Watkins LLP

10.1		2007 Stockholders’ Agreement, dated as of August 28, 2007, as amended, by and among Hyatt Hotels Corporation, Madrone GHC, LLC, Lake GHC, LLC, Shimoda GHC, LLC, GS Sunray Holdings, L.L.C., GS Sunray Holdings Subco I, L.L.C., GS Sunray Holdings Subco II, L.L.C., GS Sunray Holdings Parallel, L.L.C., GS Sunray Holdings Parallel Subco, L.L.C., Mori Building Capital Investment LLC and others party thereto

10.2		Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, dated as of March 11, 2008, as amended

10.3		Form of Non-Employee Director Restricted Stock Unit Award Agreement

10.4		Form of Non-Employee Director Restricted Stock Award Agreement

10.5		Form of Special Cash Award Agreement under Long-Term Incentive Plan

10.6		Form of Special Restricted Stock Unit Award Agreement under Long-Term Incentive Plan

10.7		Form of 2008 Special Restricted Stock Unit Award Agreement under Long-Term Incentive Plan

10.8		Form of Restricted Stock Unit Award Agreement under Long-Term Incentive Plan

10.9		Form of 2008 Restricted Stock Unit Award Agreement under Long-Term Incentive Plan

10.10		Form of 2008 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan

10.11		Form of 2007 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan

10.12		Form of 2006 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan

10.13		Form of Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan

10.14		Global Hyatt Corporation Deferred Compensation Plan for Directors, dated as of July 1, 2007

10.15		Hyatt Hotels Corporation Summary of Non-Employee Director Compensation Program

10.16		Restricted Stock Unit Agreement, dated as of December 18, 2006, between Global Hyatt Corporation and Mark S. Hoplamazian

10.17		Employment Letter, dated as of July 30, 2009, between Hyatt Hotels Corporation and Mark S. Hoplamazian

E-1


Exhibit Number		Exhibit Description

10.18		Employment Letter, dated as of June 9, 2008, between Hyatt Corporation and Harmit J. Singh

10.19		Employment Letter, dated as of July 30, 2009, between Hyatt Hotels Corporation and Thomas J. Pritzker

10.20*		Separation and Transition Agreement, dated as of May 5, 2008, between Global Hyatt Corporation, Hyatt Corporation and Kirk Rose

10.21		Amended and Restated Office Lease, dated as of June 15, 2004, as amended, between Hyatt Corporation and FrankMon LLC

10.22		Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and Pritzker Realty Group, L.P.

10.23		Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and The Pritzker Organization, L.L.C.

10.24		Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and H Group Holding, Inc.

10.25		Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and CC-Development Group, Inc.

10.26		Allocation of Certain Office Costs Relating to Thomas J. Pritzker, dated as of December 8, 2006, between Global Hyatt Corporation and The Pritzker Organization, L.L.C.

10.27		Omnibus Office Services Agreement, dated as of August 3, 2006, between Global Hyatt Corporation, Pritzker Realty Group, L.P., CC-Development Group, H Group Holding, Inc., The Pritzker Organization, L.L.C., Pritzker Family Office, L.L.C. and Pritzker Realty Group, L.P. and others party thereto

10.28		Time Sharing Agreement, dated as of October 2, 2006, among Rosemont Project Management, L.L.C., Marmon Holdings, Inc., Global Hyatt Corporation, Pritzker Realty Group, L.P., CC-Development Group, Inc., The Pritzker Organization, L.L.C., U.S. Financial Advisors, Inc., Diversified Financial Management Corp., TransUnion Corp., H Group Holding, Inc., International Financial Advisors, Inc., Marshall E. Eisenberg, Thomas J. Pritzker and Karl J. Breyer, as co-trustees

10.29		Time Sharing Agreement, dated as of January 1, 2008, between Rosemont Project Management, L.L.C. and Thomas J. Pritzker

10.30		Aircraft Administrative and Flight Services Agreement, dated as of March 18, 2008, between Rosemont Project Management, L.L.C. and The Marmon Group LLC

10.31		Time Sharing Agreement, dated as of July 1, 2009 among Navigator Investments, L.L.C. and Global Hyatt Corporation

10.32*		Gaming Space Lease Agreement, dated as of February 1, 1997, as amended, between Hyatt Equities, L.L.C. and HCC Corporation

10.33*		Casino Facilities Agreement, dated as of June 30, 2004, between Hyatt Corporation and HCC Corporation

10.34*		Master (Permanent) Non-Gaming Services Agreement, dated as of July 19, 2002, between Hyatt Corporation and Falls Management Company

10.35*		Consulting Agreement, dated as of September 1, 1997, as amended, between Hyatt Aruba, N.V. and Hyatt Gaming Management, Inc.

10.36*		Hotel Management Agreement, dated as of July 1, 2000, between HDG Associates and Pritzker Realty Group, L.P.

E-2


Exhibit Number		Exhibit Description

10.37		License Agreement, dated as of December 31, 2008, between Hyatt Corporation and CC-Development Group, Inc.

10.38		Letter regarding employee benefit administration dated as of February 12, 2008, by Hyatt Gaming Management, Inc.

10.39		Employee Benefits and Other Employment Matters Allocation and Separation Agreement, dated as of July 1, 2004, among Hyatt Corporation, Hyatt Gaming Management, Inc., H Group Holding, Inc., HCC Corporation and Grand Victoria Casino & Resort, L.P.

10.40		Letter regarding indemnification of Hyatt Corporation by SMG, dated as of June 14, 2007

10.41		Letter regarding indemnification of Hyatt Corporation by Aramark Corporation, dated as of June 14, 2007

10.42		Tax Separation Agreement, dated as of June 30, 2004, as amended, among H Group Holding, Inc., Hyatt Corporation, CC-Development Group, Inc. and each of their respective direct and indirect Subsidiaries

10.43*		Amended and Restated Limited Liability Company Agreement of W2007 Waikiki Holdings, L.L.C., dated as of July 15, 2008

10.44*		Senior Loan Agreement, dated as of July 16, 2008, between W2007 WKH Senior Borrower, LLC and SDI, Inc.

10.45		Credit Agreement, dated as of June 29, 2005, as amended, among Hyatt Hotels Corporation, certain Material Domestic Subsidiaries of Global Hyatt Corporation from time to time party thereto, the lenders party thereto, Wachovia Bank, National Association, as administrative agent, The Royal Bank of Scotland plc, as syndication agent, and JPMorgan Chase Bank, N.A, Bank of America, N.A, Deutsche Bank AG New York Branch and BNP Paribas, as co-documentation agents, as amended by the First Amendment to Credit Agreement, dated as of July 10, 2009, between Hyatt Hotels Corporation, the Subsidiaries of Hyatt Hotels Corporation party thereto, the lenders party thereto, Wachovia Bank, National Association, as the prior issuing lender and as the administrative agent prior to the effectiveness of the amendment, and Wells Fargo Bank, National Association, as administrative agent

10.46		Form of Franchise Agreement with Hyatt Place Franchising, L.L.C., as amended

14.1*		Code of Business Conduct and Ethics

21.1		List of Subsidiaries, dated as of June 30, 2009

23.1*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP

24.1		Powers of Attorney (see pages II-5 and II-6)

99.1		Global Hyatt Agreement, dated as of March 12, 2008 by and among Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, solely in their capacity as co-trustees, and each signatory thereto

99.2		Foreign Global Hyatt Agreement, dated as of March 12, 2008 by and among each signatory thereto

99.3*		Amended and Restated Agreement Relating to Stock, dated as of July 30, 2009

*	To be filed by amendment

E-3

Exhibit 4.2

GLOBAL HYATT CORPORATION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of August 28, 2007 (the “ Effective Date ”), is by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Company ”), and the Persons listed on Schedule 1 attached hereto (the “ Stockholders ”).

R E C I T A L S

WHEREAS, the Company has agreed to grant the Stockholders and their permitted transferees the registration rights and other rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement:

“ AAA ” means the American Arbitration Association.

“ Affiliate ” means as to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or other day in the City of New York on which banking institutions are authorized by law or regulations to close.

“ Cash Equivalents ” means:

(i) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition,

(ii) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any commercial bank having, at the time of acquisition thereof, capital and surplus in excess of $250.0 million in the case of a domestic bank and $100.0 million in the case of a foreign bank,

(iii) repurchase obligations for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution, at the time of acquisition thereof, meeting the qualifications specified in clause (ii) above,

(iv) commercial paper rated, at the time of acquisition thereof, at least “P-1” by Moody’s or at least “A-1” by S&P and in each case maturing within 12 months after the date of creation thereof,

(v) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition,

(vi) Indebtedness or preferred stock issued by Persons with a rating, at the time of acquisition thereof, of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition, and

(vii) investment funds investing at least 95% of their assets in securities of the types described in clauses (i) through (vi) above.

“ Claim ” as defined in Section 11.2.

“ Commission ” means the Securities and Exchange Commission and any successor agency performing comparable functions.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Consolidated EBITDA ” means, for any period, (a) Consolidated Net Income for such period (excluding from the determination of Consolidated Net Income any income or losses attributable to unconsolidated joint ventures of the Company and its Subsidiaries) and excluding any proceeds from financings, refinancings or sales related thereto plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) provision for federal, state, local, foreign income, value added and similar taxes payable by the Company and its Consolidated Subsidiaries for such period, (iii) depreciation and amortization expense of the Company and its Consolidated Subsidiaries for such period, (iv) minority interest loss (income), (v) losses (gains) on discontinued operations and (vi) non-cash charges due to foreign currency losses; provided that Consolidated EBITDA for any period shall be adjusted on a Pro Forma Basis (i) to include (or exclude) amounts attributable to operations acquired (or sold or otherwise discontinued) during such period as if such acquisition (or disposition) had occurred on the first day of such period, (ii) to include amounts (annualized on a simple arithmetic basis) attributable to projects which commenced operations during such period and were in operation for at least one full fiscal quarter during such period and (iii) to include the proportionate amount of earnings before interest, taxes, depreciation and amortization from unconsolidated joint venture hotel properties based on the Company’s percentage ownership of such properties. Any such adjustments shall be determined by the Company acting in good faith.

“ Consolidated Interest Expense ” means, for any period, all interest expense with respect to Indebtedness for such period of the Company and its Consolidated Subsidiaries on a consolidated basis to the extent reflected in the Company’s consolidated income statement.

“ Consolidated Net Income ” means, for any period, net income (excluding extraordinary items) after taxes of the Company and its Consolidated Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

“ Consolidated Subsidiaries ” means, as of any date of determination and with respect to the Company, any Subsidiary of the Company whose financial data is, in accordance with GAAP, reflected in the Company’s consolidated financial statements.

“ Convertible Stock ” means the Series A Convertible Preferred Stock, par value $0.01 per share, of the Company, which is convertible into shares of Common Stock in accordance with the terms of the Company’s Certificate of Designation of the Convertible Stock.

“ Demand Registration ” as defined in Section 2.2.

“ Effective Date ” as defined in the Preamble.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rule and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“ Framework Agreement ” means that certain Purchase and Framework Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Fully Diluted Common Stock ” means the total number of shares of Common Stock, assuming the full exercise of all options, warrants and other securities or instruments of the Company issued and outstanding that are convertible, exercisable or exchangeable for shares of Common Stock (whether or not such securities are then vested, exercisable or in-the-money).

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“ Governmental Authority ” means any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“ Indebtedness ” of any Person means, without duplication, (i) borrowed money, including any indebtedness evidenced by bonds, notes, or debentures and (ii) capitalized leases reflected as liabilities on the Company’s consolidated balance sheet in accordance with GAAP.

“ Indemnified Party ” as defined in Section 7.3.

“ Indemnifying Party ” as defined in Section 7.3.

“ Initiating Stockholder ” as defined in Section 2.4.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, claim, lien (including any lien for taxes other than taxes not yet due and payable or being disputed in good faith), lease, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“ Long-Form Demand Registration ” as defined in Section 2.1(b).

“ Notifying Stockholder ” as defined in Section 4.5(a).

“ Person ” means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any government or governmental entity.

“ Piggyback Registration ” as defined in Section 3.1.

“ Pro Forma Basis ” means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the relevant twelve-month period.

“ Projected EBITDA ” means projected Consolidated EBITDA for the fiscal year in which the Repurchase Right Notice is given based on the good faith projection of the Company’s senior management and prepared using a methodology consistent with the budget then most recently approved by the Board for the fiscal year in which the Repurchase Right Notice is given.

“ Property ” means any property or asset, whether real, personal or mixed, or tangible or intangible.

“ Public Offering ” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

“ Purchase Agreement ” means that certain Purchase Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Registrable Securities ” means at any time, any of the following owned by any Stockholder: (i) any Common Stock issued pursuant to the Subscription Agreement; (ii) any Common Stock issued upon conversion of the Convertible Stock; and (iii) any Common Stock then issuable directly or indirectly upon the conversion, exchange or exercise of other equity securities which were issued as a dividend or other distribution with respect to or in replacement of any equity securities referred to in clause (i) of this definition; provided, however , that Registrable Securities shall not include any equity securities which (A) have been sold in a registered offering pursuant to the Securities Act or (B) which have been sold pursuant to Rule 144 of the Commission under the Securities Act.

“ Registration Expense ” as defined in Section 6.1.

“ Repurchase Price ” means the sum of, without duplication, (a) the product of 12.25 times Projected EBITDA, minus , as of the most current month-end balance sheet data available (b) Indebtedness of the Company and its subsidiaries, plus (c) cash and Cash Equivalents, plus (d) restricted cash not relating to the defeasement of liabilities, plus (e) the fair market value of non-operating assets owned by the Company and its subsidiaries (less associated liabilities), minus (f) minority interest, minus (g) the proportionate amount of Indebtedness of the unconsolidated joint venture hotel properties based on the Company’s percentage ownership of such properties, all calculated in a manner consistent with the valuation methodology used in connection with the transactions contemplated by the Framework Agreement and the Purchase Agreement.

“ Repurchase Right ” as defined in Section 4.5(a).

“ Repurchase Right Notice ” as defined in Section 4.5(b).

“ Request for Arbitration ” as defined in Section 11.1.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rule and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“ Short-Form Demand Registration ” as defined in Section 2.2.

“ Stockholders ” as defined in the Preamble.

“ Stockholders’ Agreement ” means that certain Stockholders’ Agreement, dated as of the Effective Date, among the Company and the Stockholders, as amended from time to time.

“ Subscription Agreement ” means that certain Subscription Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Subsidiary ” means, as to a Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have more voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through Subsidiaries. Unless context otherwise requires, all references to a Subsidiary or Subsidiaries under this Agreement shall refer to a direct or indirect Subsidiary or direct or indirect Subsidiaries of the Company.

2. Demand Registration .

2.1 Long-Form Registrations .

(a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4 ^th ) anniversary of the Effective Date, at any time during the period between the day after the fourth (4 ^th ) anniversary of the Effective Date and the fifth (5 ^th ) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement.

(b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “ Long-Form Demand Registrations .” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1.

2.2 Short-Form Registrations . In addition to the Long-Form Demand Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, each Stockholder will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“ Short-Form Demand Registrations ” and, together with the Long-Form Demand Registrations, “ Demand Registrations ”); provided, however , that with respect to any requests under this Section 2.2, (a) the anticipated aggregate offering amount of the Registrable Securities included in any such Short Form Demand Registration exceeds $100,000,000 and (b) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within ten (10) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. Each Stockholder shall be limited to two (2) Short-Form Demand Registrations during each calendar year.

2.3 Payment of Expenses for Demand Registrations . The Company will pay all Registration Expenses (as defined in Section 6 below) for the Demand Registrations permitted under Sections 2.1 and 2.2. A registration will not count as a Demand Registration until it has become effective.

2.4 Priority . If the managing underwriters with respect to a Demand Registration advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per security will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Long Form Demand Registration for purposes of Section 2.1 unless at least twenty-five percent (25%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholder initiating such Demand Registration (the “ Initiating Stockholder ”) are, in fact, registered in such registration.

2.5 Restrictions . The Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of a previous Demand Registration. With respect to any Demand Registration, if (a) the Board determines in good faith that such filing (i) would be materially detrimental to the Company, (ii) would require a disclosure of a material fact that might reasonably be expected to have a material adverse effect on the Company or any plan or proposal by the Company or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities or any merger, consolidation, tender offer, material financing or other significant transaction, or (iii) is inadvisable because of the Company is planning to prepare and file a registration statement for a primary offering by the Company of its securities, and (b) the Company shall furnish the holders of Registrable Securities who have requested a Demand Registration a certificate signed by an executive officer of the Company to such effect, the Company may postpone for up to one hundred twenty (120) days the filing or the effectiveness of a registration statement for a Demand Registration; provided , that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of a registration statement for a Demand Registration for more than one hundred twenty (120) days during any twelve (12) month period.

2.6 Underwritten Offerings; Selection of Underwriters . All Demand Registrations shall be underwritten. The Initiating Stockholder shall have the right in connection with any Demand Registration to select the managing underwriter(s), subject to the Company’s prior written approval.

3. Piggyback Registration .

3.1 Right to Piggyback . At any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, whenever the Company proposes to register any of its Common Stock under the Securities Act for its own account or otherwise, and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto), the Company will give written notice, at least fifteen (15) days prior to the proposed filing of such registration statement, to all holders of the Registrable Securities (provided, such holders are, or will be at the anticipated time of effectiveness of the applicable registration statement, permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement) of its intention to effect such a registration and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect to which the Company has received written requests for inclusion specifying the number of equity securities desired to be registered, which request shall be delivered within fifteen (15) days after the delivery of the Company’s notice.

3.2 Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included in the registration creates a substantial risk that the price per share or unit of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf of the Company will be reduced, then the managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include first, any securities that the Company

proposes to sell, second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and third, other securities requested to be included in such registration to be allocated pro rata among the holders thereof.

3.3 Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration first, the Common Stock requested to be included therein by the Person requesting such registration, second, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such Registrable Securities on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and third, other Common Stock requested to be included in such registration to be allocated pro rata among the holders thereof.

3.4 Selection of Underwriters . In connection with any Piggyback Registration, the Company will have such right to select the managing underwriter(s) in respect of such offering.

3.5 Payment of Expenses for Demand Registrations . The Company will pay all Registration Expenses (as defined in Section 6 below) for the Piggyback Registrations permitted under Section 3.1.

4. Additional Agreements .

4.1 Holders’ Agreements . To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included by such holder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of the registration statement for such underwritten offering, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director also agrees to such restrictions. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee ( as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) of the Stockholders Agreement; provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound.

Notwithstanding anything to the contrary contained in this Section 4.1, but subject to the last paragraph of Section 9 of the Stockholders Agreement, Goldman, Sachs & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the ordinary course of their business (including any activities conducted by its or its Affiliates’ portfolio companies in the ordinary course of their business).

4.2 Company’s Agreements . The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.

4.3 Other Registrations . If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Sections 2 or 3, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or Form S-4 or any successor forms thereto), whether on its own behalf or at the request of any holder or holders of such securities, until the earlier of (i) one hundred eighty (180) days has elapsed from the effective date of such previous registration, or (ii) the date that all of the securities covered by the previous registration have been sold.

4.4 Suspension of Resales . The Company shall be entitled to suspend the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, such officers have reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus; provided, however, that the aggregate period of suspension under this Section 4.4, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-month period, more than 120 days unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.

4.5 Company Repurchase Right . (a) In the event that one or more Stockholders provides notice of a Demand Registration under Section 2.1(a)(i) (each a “ Notifying Stockholder ”), the Company shall have the right to purchase all, but not less than all of each such Notifying Stockholder’s Common Stock (the “ Repurchase Right ”). The purchase price for the Repurchase Right per share of Common Stock shall be an amount equal to the Repurchase Price divided by the number of shares of Fully Diluted Common Stock outstanding on the date of the Repurchase Right Notice.

(b) The Company may exercise the Repurchase Right by delivering to Notifying Stockholder(s) a written notice that the Company wishes to exercise such right (the “ Repurchase Right Notice ”), which notice shall set forth a date for closing not later than ninety (90) days from the date of mailing of such notice. The closing of any Repurchase Right transaction shall take place at the Company’s principal executive office.

(c) In connection with any Repurchase Right transaction, each Notifying Stockholder shall deliver to the Company at closing (against payment of the Repurchase Price on a per share basis as calculated pursuant to Section 4.5(a)) the Common Stock held by such Notifying Stockholder, free and clear of all Liens (other than those contained in the Stockholders’ Agreement and this Agreement), together with duly executed assignment and transfer documents in favor of the Company and such other documents as the Company may reasonably request in connection with the purchase of such Notifying Stockholder’s Common Stock.

(d) A Notifying Stockholder shall not be required to make any representations or warranties to the Company in connection with the exercise and closing of the Repurchase Right, except as to (i) good and valid title to the Common Stock; (ii) the absence of Liens (other than those pursuant to the Stockholders’ Agreement and this Agreement) with respect to the Common Stock; (iii) its valid existence and good standing (if applicable), (iv) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Notifying Stockholder), any agreement entered into hereunder by such Notifying Stockholder in connection with the transfer of such Common Stock (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity); (v) all required consents and approvals to such Notifying Stockholder’s transfer of such Common Stock; and (vi) the fact that no broker’s or commission or finder’s fee is payable by the Company as a result of such Notifying Stockholder’s conduct in connection with the transfer of the Common Stock to the Company pursuant to the Repurchase Right. In addition, a Notifying Stockholder shall only be obligated to provide an indemnity to the Company for breach of the representations and warranties described in this Section 4.5(d).

5. Registration Procedures . Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as reasonably possible:

(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its reasonable

best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel a reasonable period of time to review and comment upon such documents; and the Company shall consider in good faith any such reasonable changes that such counsel may suggest);

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of eighteen (18) months or until the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) furnish to each seller of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(e) use its reasonable best efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholders reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);

(f) promptly notify each seller of such Registrable Securities and, if requested by such seller, confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;

(g) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(h) furnish counsel for each underwriter, if any, and for the sellers of such Registrable Securities with copies of any written request by the Commission or any state securities authority for amendments or supplements to a registration statement or prospectus or for additional information generally;

(i) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or if no such securities are then listed, such securities exchange as the holders of a majority of the Registrable Securities included in such registration may request;

(j) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;

(k) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(l) use commercially reasonable efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three business days prior to any sale of Registrable Securities;

(m) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however , that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration and shall be kept strictly confidential by any of the foregoing recipients, except to the extent disclosure of such records, information or documents is required by written order of any Governmental Authority;

(n) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(o) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(p) cooperate and assist in any filing required to be made with the National Association of Securities Dealers and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the National Association of Securities Dealers).

(q) at least forty-eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of a majority of the Registrable Securities being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable laws;

(r) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such counsel, underwriters and the sellers may reasonably agree upon, including such matters as are customarily furnished in connection with an underwritten offering, and (ii) a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and

(s) with respect to Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompany the underwriters on, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of Registrable Securities pursuant to a registration statement.

6. Registration Expenses .

6.1 Company’s Expenses . The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in the registration; fees and disbursements of the Company’s registered public accounting firm; reasonable fees and disbursements of a single counsel for the underwriters (if the Company or the holders of Registrable Securities are required to bear such expenses); and reasonable fees and disbursements of all other Persons retained by the Company (all such expenses being herein called “ Registration Expenses ”); provided, however, that all underwriting discounts, commissions and transfer taxes relating to the Registrable Securities will be borne by the holders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however , that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration.

6.2 Holder’s Expenses . To the extent that any expenses incident to any registration are not required to be paid by the Company, each holder of Registrable Securities included in a registration will pay all such expenses which are clearly and solely attributable to the registration of such holder’s Registrable Securities so included in such registration, and any other expenses not so attributable to one holder will be borne and paid by all sellers of securities included in such registration in proportion to the number of securities so included by each such seller.

7. Indemnification .

7.1 By the Company . The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its members, managers, officers, employees and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company

by such holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 7.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred.

7.2 By Each Holder of Registrable Securities . In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information relating to such holder as is reasonably necessary for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its members, managers, directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however, that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’s intentionally fraudulent conduct.

7.3 Procedure . Each party entitled to indemnification under this Section 7 (the “ Indemnified Party ”) shall give written notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however , that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action

or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not make any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7 only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (A) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (B) which includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

7.4 Survival . The indemnification (and contribution provisions in Section 8 below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.

8. Contribution .

8.1 Contribution . If the indemnification provided for in Section 7 from the Indemnifying Party is unavailable to or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding this Section 8, an indemnifying holder shall not be required to contribute any amount in excess of the amount by which (A) the total price at which the Registrable Securities sold by such holder exceeds (B) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct.

8.2 Equitable Considerations; Etc . The Company and the holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

9. Compliance with Rule 144 and Rule 144A . In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the Commission, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

10. Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

11. Arbitration .

11.1 Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party to this Agreement may initiate arbitration by notice to any other party (a “ Request for Arbitration ”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Stockholder(s) from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by the Company within fifteen (15) days after delivery of the Request for Arbitration. The Stockholder(s) will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Stockholder within such fifteen-day time period, then the Stockholder shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Stockholder fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from the Company, the Company shall appoint one of the individuals

from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to this Agreement and who has at least ten (10) years of experience in the practice of law with experience in private equity and securities law matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

11.2 The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “ Claim ”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 11.1 OF THIS AGREEMENT.

11.3 The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, however, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

12. Miscellaneous .

12.1 Amendments and Waivers . Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company and the Stockholders. Any waiver, permit, consent or

approval of any kind or character on the part of any such holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of Registrable Securities and the Company.

12.2 Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of holders of Registrable Securities are also for the benefit of, and enforceable by, any permitted Transferee (as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) of the Stockholders Agreement. Each Stockholder shall be permitted to assign its rights under this Agreement with the prior written consent of the Company, such consent not to be unreasonably withheld.

12.3 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.

12.4 Notices . Any notice or communication by the Company or any Stockholder is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the recipient’s address:

If to the Company:

Global Hyatt Corporation

Hyatt Center, 12th Floor

71 South Wacker Drive

Chicago, Illinois 60606

Facsimile No.: (312) 780-5282

Attention: General Counsel

With a copy to:

Latham & Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, Illinois 60606

Facsimile No.: (312) 993-9767

Attention: Michael A. Pucker

If to a Stockholder, to the address indicated on Schedule 1 attached hereto as amended from time to time. The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if

personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

12.5 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

12.6 Reproduction of Documents . This Agreement and all documents relating hereto, including, but not limited to, (i) consents, waivers, amendments and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any arbitral, judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

12.7 Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

12.8 Severability . If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

12.9 Entire Agreement . This Agreement, the Framework Agreement and the Purchase Agreement (together with the agreements delivered or to be delivered pursuant thereto constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.

12.10 Execution in Counterparts . This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

12.11 No Trustee Liability . When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder or thereunder, or to perform any covenant, either express or implied, contained herein or therein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

12.12 Aggregation . All shares of Registrable Securities held by any Affiliates of any Stockholder shall be aggregated together with the shares of Registrable Securities held by such Stockholder or the purposes of determining availability of rights and application of obligations of such Stockholder under this Agreement.

12.13 No Third Party Beneficiaries . Except as provided in Sections 7, 8 and 12.2, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

12.14 Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.


GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager


GS SUNRAY HOLDINGS, L.L.C.

By:		GS CAPITAL PARTNERS VI FUND, L.P.
		as a member

By:		GSCP VI ADVISORS, L.L.C.,
		its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY OFFSHORE FUND, L.P.
		as a member

By:		GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
		its general partner

By:		GSCP VI OFFSHORE ADVISORS, L.L.C.,
		its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY GERMAN FUND, L.P.
		as a member

By:		GS SUNRAY GERMAN FUND I, LTD.
		its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President


GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		GS CAPITAL PARTNERS VI PARALLEL, L.P.,
		as a member

By:		GSCP VI ADVISORS, L.L.C.,
		its general partner

By:		/s/ John E. Bowman
Name:		John E. Bowman
Title:		Vice President

SCHEDULE 1

Stockholders

Stockholder Name and Address

MADRONE CAPITAL, LLC

3000 Sand Hill Road

Building 1, Suite 155

Menlo Park, CA 94027

Attention: Greg Penner

Telephone: 650-854-8300

Facsimile: 650-233-9352

GS SUNRAY HOLDINGS, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

E XECUTION V ERSION

AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of October 25, 2007 (this “ Amendment ”), is made and entered into by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the parties set forth on Schedule 1 to the Registration Rights Agreement, dated as of August 28, 2007 (the “ Original Agreement ”), as amended by this Amendment.

WITNESSETH :

WHEREAS, the Company and Mori Building Capital Investment LLC, a Japanese limited liability company (“ Mori ”), have entered into that certain Purchase and Framework Agreement, dated as of October 25, 2007 (the “ Mori Framework Agreement ”), pursuant to which the Company has agreed to issue and sell, and Mori has agreed to purchase, at the price and at the time stated in and subject to the terms and conditions of the Mori Framework Agreement, a number of shares of the Company’s common stock, par value $0.01 per share, to be determined pursuant to Article IV of the Subscription Agreement (as defined in the Mori Framework Agreement);

WHEREAS, Mori has agreed to become a party to the Original Agreement, as amended by this Amendment, on the terms set forth herein;

WHEREAS, each of the Company and the parties set forth on Schedule 1 to the Original Agreement, as amended by this Amendment, has determined that it is in its best interest that Mori be joined to the Original Agreement, as amended by this Amendment, and accordingly, the Company and the parties hereto desire to amend the Original Agreement in the manner set forth herein; and

WHEREAS, pursuant to Section 12.1 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by the Company and each of the Stockholders (as defined in the Original Agreement).

NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, it is hereby agreed that: Definitions . Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Original Agreement, as amended hereby.

1. Amendments to Section 1 and Modification of Other Terms .

(a) The definition of “Framework Agreement” contained in Section 1 of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

“ Framework Agreements ” means (i) the Purchase and Framework Agreement dated as of August 28, 2007 between the Company and Madrone Capital, LLC and (ii) the Purchase and Framework Agreement dated as of October 25, 2007 between the Company and Mori Building Capital Investment LLC, in each case as may from time to time be supplemented or amended by one or more agreements supplemental thereto entered into pursuant to the applicable provisions thereof.

STRICTLY CONFIDENTIAL

(b) The definition of “Repurchase Price” contained in Section 1 of the Original Agreement is hereby amended by deleting the term “Framework Agreement” therefrom and replacing such term with “Framework Agreements”.

(c) For purposes of this Amendment and the Original Agreement, as amended by this Amendment, the term “Agreement” shall refer to the Original Agreement as amended hereby and from time to time.

2. Amendment to Section 12.9 . Section 12.9 of the Original Agreement is hereby amended by deleting the term “Framework Agreement” therefrom and replacing such term with “Framework Agreements”.

3. Amendment to Schedule 1 . Schedule 1 to the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

Stockholders

Stockholder Name and Address

MADRONE CAPITAL, LLC

3000 Sand Hill Road

Building 1, Suite 155

Menlo Park, CA 94027

Fax: 650-233-9352

Attn: Greg Penner

GS SUNRAY HOLDINGS, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

MORI BUILDING CAPITAL INVESTMENT LLC

Roppongi Hills Mori Tower P.O. Box 1

10-1 Roppongi 6-chome

Minato-ku, Tokyo 106-6155

JAPAN

Facsimile No.: 81-3-6406-9316

Attention: Structured Finance Department

4. Agreement of Mori to be Bound . Mori agrees that, upon the full execution and delivery of this Amendment, Mori shall (a) become a party to the Agreement, without further action on the part of any Person and (b) be bound by, and subject to, all of the covenants, terms and conditions of the Agreement.

5. No Other Amendments . Except as specifically amended hereby, the Original Agreement shall continue in full force and effect as written.

6. Severability . If any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Amendment (or any portion thereof) or tae application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent f the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

7. Further Agreement . The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Amendment and to consummate the transactions contemplated hereby and thereby.

8. Effect of Headings . The descriptive headings of this Amendment are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Amendment.

9. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

10. Counterparts . This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


THE COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

S-1


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name:Greg Penner
Title:Manager

S-2



GS SUNRAY HOLDINGS, L.L.C.

By:		GS CAPITAL PARTNERS VI FUND, L.P.
		as a member

By:		GSCP VI ADVISORS, L.L.C.,
		its general partner

By:		/s/ Gerald J. Cardinale
Name: Gerald J. Cardinale
Title: Managing Director

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY OFFSHORE FUND, L.P.
		as a member

By:		GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
		its general partner

By:		GSCP VI OFFSHORE ADVISORS, L.L.C.,
		its general partner

By:		/s/ Gerald J. Cardinale
Name: Gerald J. Cardinale
Title: Managing Director

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY GERMAN FUND, L.P.
		as a member

By:		GS SUNRAY GERMAN FUND I, LTD.
		its general partner

By:		/s/ Gerald J. Cardinale
Name: Gerald J. Cardinale
Title: Managing Director

S-3


GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		GS CAPITAL PARTNERS VI PARALLEL, L.P.,
		as a member

By:		GSCP VI ADVISORS, L.L.C.,
		its general partner

By:		/s/ Gerald J. Cardinale
Name: Gerald J. Cardinale
Title: Managing Director

S-4


MORI BUILDING CAPITAL INVESTMENT LLC

By:		/s/ Minoru Mori
Name: Minoru Mori
Title: Executor

S-5

JOINDER AGREEMENT

This JOINDER AGREEMENT to Registration Rights Agreement (the “ Joinder Agreement ”) is made and entered into as of May 13, 2009, by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the undersigned (the “ Joining Stockholders ”), and relates to that certain Registration Rights Agreement dated as of August 28, 2007 (as amended from time to time, the “ Registration Rights Agreement ”), by and among the Company and the parties set forth on Schedule 1 to the Registration Rights Agreement (each, individually, a “ Stockholder ” and, collectively, the “ Stockholders ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

WHEREAS, the Joining Stockholders are acquiring shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share, and in connection therewith, the Company has agreed to grant certain registration rights to such Joining Stockholders as provided for in the Registration Rights Agreement; and

WHEREAS, the Joining Stockholders have agreed to become a party to the Registration Rights Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to be Bound . Each Joining Stockholder agrees that, upon the execution of this Joinder Agreement, such Joining Stockholder shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement and such Joining Stockholder shall be deemed a “Stockholder” thereunder for all purposes.

2. Binding Effect . This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Stockholders and the Joining Stockholders and their respective heirs, personal representatives, successors and assigns.

3. Severability . If any provision of this Joinder Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Joinder Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

4. Further Agreement . The parties hereto shall use commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Joinder Agreement and to consummate the transactions contemplated hereby.

5. Effect of Headings . The Section headings of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.

6. Counterparts . This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

7. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.


COMPANY:

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name: Mark S. Hoplamazian
Title: President and Chief Executive Officer

JOINING STOCKHOLDER:

GS SUNRAY HOLDINGS SUBCO I, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS SUBCO II, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

[signature page to Joinder to Registration Rights Agreement (GS)]

JOINDER AGREEMENT

This JOINDER AGREEMENT to Global Hyatt Corporation 2007 Stockholders’ Agreement (this “ Joinder Agreement ”) is made and entered into as of May 13, 2009, by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the undersigned (each, individually, a “ Joining Stockholder ” and, collectively, the “ Joining Stockholders ”), and relates to that certain Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of August 28, 2007 (as amended from time to time, the “ Stockholders’ Agreement ”), by and among the Company and the parties set forth on Schedule 1 to the Stockholders’ Agreement (each, individually, a “ Stockholder ” and, collectively, the “ Stockholders ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Stockholders’ Agreement.

WHEREAS, each Joining Stockholder is acquiring shares of common stock, par value $0.01 per share, of the Company and, in connection therewith, have agreed to become a party to the Stockholders’ Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to be Bound . Each Joining Stockholder agrees that, upon the execution of this Joinder Agreement, such Joining Stockholder shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement, and such Joining Stockholder shall be deemed a “Stockholder” thereunder for all purposes.

other party may reasonably request in order to carry out the intent and purposes of this Joinder Agreement and to consummate the transactions contemplated hereby.

5. Effect of Headings . The section headings of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.

7. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.


COMPANY:

GLOBAL HYATT CORPORATION

By:		/s/ Mark. S. Hoplamazian
Name:		Mark. S. Hoplamazian
Title:		President and Chief Executive Officer


JOINING STOCKHOLDERS:

MADRONE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager


LAKE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager


SHIMODA GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

AMENDMENT NO. 2 TO

REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2009 (this “ Amendment ”), is made and entered into by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the parties set forth on Schedule 1 to the Registration Rights Agreement, dated as of August 28, 2007, as amended by Amendment No. 1 to Registration Rights Agreement, dated as of October 25, 2007 (as amended, the “ Original Agreement ”).

WITNESSETH :

WHEREAS, pursuant to offer letters dated April 2, 2009, the Company is offering rights to subscribe for up to an aggregate of 52,467,050 shares of Common Stock to stockholders of record at 5:01 p.m., Central Daylight Time, on April 1, 2009 (other than stockholders who are former employees), all non-employee directors of the Company who have received awards or who have accrued compensation that will be awarded under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended), and certain other Persons with contractual preemptive rights to purchase Common Stock (the “ Rights Offering ”);

WHEREAS, pursuant to an offer letter dated May 8, 2009, the Company is offering to the Existing Stockholders (as defined in the Stockholders’ Agreement) rights to subscribe for up to an additional 6,313,204 shares of Common Stock;

WHEREAS, the Company desires to grant certain registration rights to the Stockholders with respect to shares of Common Stock purchased by such Stockholders in the Rights Offering;

WHEREAS, each of the Company and the parties set forth on Schedule 1 to the Original Agreement desires to amend the Original Agreement in the manner set forth herein; and

NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, it is hereby agreed that:

1. Definitions . Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Original Agreement.

2. Amendments to Section 1 and Modification of Other Terms .

(a) The following definition is inserted after the definition of “Request for Arbitration” and before the definition of “Securities Act”:

“ Rights Offering ” means the offer made by the Company pursuant to offer letters dated April 2, 2009 to stockholders of record at 5:01 p.m., Central Daylight Time, on April 1, 2009 (other than stockholders who are former employees), all non-employee directors of the Company who have received awards or who have accrued compensation that will be awarded under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan, as amended, and certain other Persons with contractual preemptive rights, to subscribe for shares of Common Stock.

(b) The definition of “Registrable Securities” contained in Section 1 of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

“ Registrable Securities ” means at any time, any of the following owned by any Stockholder: (i) any Common Stock issued pursuant to the Subscription Agreement; (ii) any Common Stock issued upon conversion of the Convertible Stock; (iii) any Common Stock issued pursuant to the Rights Offering and (iv) any Common Stock issued (or then issuable directly or indirectly upon the conversion, exchange or exercise of other equity securities which were issued) as a dividend or other distribution with respect to or in replacement of any equity securities referred to in clauses (i), (ii) or (iii) of this definition; provided, however , that Registrable Securities shall not include any equity securities which (A) have been sold in a registered offering pursuant to the Securities Act or (B) which have been sold pursuant to Rule 144 of the Commission under the Securities Act.

(c) For purposes of this Amendment and the Original Agreement, as amended by this Amendment, the term “Agreement” shall refer to the Original Agreement as amended hereby and from time to time.

3. Amendment to Schedule 1 . Schedule 1 to the Original Agreement is hereby deleted and amended and restated to read in its entirety as set forth on Exhibit A attached hereto.

4. No Other Amendments . Except as specifically amended hereby, the Original Agreement shall continue in full force and effect as written.

5. Severability . If any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6. Further Agreement . The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Amendment and to consummate the transactions contemplated hereby and thereby.

7. Effect of Headings . The descriptive headings of this Amendment are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Amendment.

8. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

9. Counterparts . This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Amendment.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


THE COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
		Mark S. Hoplamazian
		President and CEO

[signature page to Amendment No. 2 to Registration Rights Agreement]


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name: Greg Penner
Title: Manager

MADRONE GHC, LLC

By:		/s/ Greg Penner
Name: Greg Penner
Title: Manager

LAKE GHC, LLC

By:		/s/ Greg Penner
Name: Greg Penner
Title: Manager

SHIMODA GHC, LLC

By:		/s/ Greg Penner
Name: Greg Penner
Title: Manager

[signature page to Amendment No. 2 to Registration Rights Agreement]


GS SUNRAY HOLDINGS, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS SUBCO I, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS SUBCO II, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.

By:		/s/ Josephine Mortelliti
Name: Josephine Mortelliti
Title: Manager

[signature page to Amendment No. 2 to Registration Rights Agreement]


MORI BUILDING CAPITAL INVESTMENT LLC

By:		/s/ Sadao Muraoka
Name: Sadao Muraoka
Title: Executor

[signature page to Amendment No. 2 to Registration Rights Agreement]

EXHIBIT A

SCHEDULE 1

Stockholders


Stockholder Name and Address

MADRONE CAPITAL, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

MADRONE GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS SUBCO I, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

LAKE GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS SUBCO II, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.


SHIMODA GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS PARALLEL, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

MORI BUILDING CAPITAL INVESTMENT LLC Roppongi Hills Mori Tower P.O. Box 1 10-1 Roppongi 6-chome Minato-ku, Tokyo 106-6155 JAPAN Facsimile No.: 81-3-6406-9316 Attention: Structured Finance Department		GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

Exhibit 10.1

GLOBAL HYATT CORPORATION

2007 STOCKHOLDERS’ AGREEMENT

THIS GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT , dated as of August 28, 2007 (the “ Effective Date ”), is made by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Company ”), each Person identified on Schedule 1 hereto, and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each, individually, a “ Stockholder ” and, collectively, the “ Stockholders ”).

R E C I T A L S

WHEREAS, the Company and each of the Stockholders desire, for their mutual benefit and protection, to enter into this Agreement to set forth their respective rights and obligations with respect to the affairs of the Company and the capital stock held by the Stockholders.

1. Definitions; Rules of Construction .

(a)

For purposes of this Agreement, each of the following terms shall have the meaning ascribed to it in this Section 1 :

“ AAA ” – American Arbitration Association.

“ Affiliate ” – as to any Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition and the definition of Change of Control Transaction, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Agreement ” – this agreement as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“ Applicable Market Value ” – the average of the Closing Price per share of Common Stock on each of the fifteen (15) consecutive Trading Days ending on the Trading Day immediately preceding the relevant date of determination, provided that if the Common Stock is not listed or regularly traded on any national or regional securities exchange or association or over-the-counter market, the Applicable Market Value shall be as determined by the Board (and validated by the Financial Advisor to the Company).

“ Board ” – the Board of Directors of the Company.

“ Business Day ” – any day other than a Saturday, Sunday or other day in the City of New York on which banking institutions are authorized by law or regulations to close.

“ Change of Control Transaction ” – any transaction or series of related transactions approved by the Board, that results in any Person who is not an Affiliate of the Company prior to such transaction or series of transactions acquiring Control of the Company, which shall include any transaction approved by the Board that directly or indirectly results in any Person who is not an Affiliate of the Company prior to such transaction holding more than fifty percent (50%) of the outstanding shares of Common Stock.

“ Claim ” – as defined in Section 15(b) .

“ Closing Price ” – on any date of determination means the closing sale price (or, if no closing sale price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange or The Nasdaq Stock Market on such date or, if the Common Stock is not listed for trading on the New York Stock Exchange or The Nasdaq Stock Market on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, or if the Common Stock is not so listed on a United States securities exchange, the average of the last quoted bid price and asking price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the average of the last quoted bid price and asking price for the Common Stock on the GS Tradable Unregistered Equity OTC Market.

“ Common Stock ” means (i) the common stock, par value $0.01 per share, of the Company and (ii) Convertible Stock, other than where the term “Convertible Stock” is specifically used herein.

“ Company ” – as defined in the Preamble.

“ Drag Notice ” – as defined in Section 5(b) .

“ Effective Date ” – as defined in the Preamble.

“ Effective Date Common Shares ” – in the case of an Initial Holder, the number of shares of Fully Diluted Common Stock owned by such Initial Holder on the Effective Date.

“ Exchange Act ” – the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rule and regulations of the Securities and Exchange Commission thereunder, as the same shall be in effect from time to time.

“ Excluded Securities ” – any equity securities of the Company (which for this purpose shall include securities convertible into or exchangeable for equity securities of the Company, any equity or profit participation rights, or any rights, options, or warrants

to purchase any of the foregoing issued by the Company subsequent to the date hereof) that consist of any of the following: (i) issuances to employees, consultants and members of the Board (or similar governing bodies) of the Company or its Subsidiaries in connection with the performance of services in such capacities and made pursuant to any plan adopted by the Board; (ii) issuance of shares of Common Stock upon conversion of shares of preferred stock, exercise of options and exercise of warrants; (iii) the issuance of Common Stock in a Public Offering; (iv) issuance of securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions approved by the Board; (v) issuance of equity securities or rights to purchase equity securities issued for non-cash consideration pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board; and (vi) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology, licensing or development activities, (B) distribution, supply or manufacture of the Company’s products or services, or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board.

“ Existing Stockholders ” – (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and spouses thereof, (ii) trusts for the benefit of the persons listed in clause (i) of this definition and/or (iii) Affiliates of any of the Persons listed in clauses (i) and (ii) of this definition.

“ Financial Advisor ” means Goldman Sachs & Co. as financial advisor to the Company, or another nationally recognized investment banking firm selected by the Company.

“ Framework Agreement ” means that certain Purchase and Framework Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Fully Diluted Common Stock ” of any stockholder means the number of shares of Common Stock then held by such stockholder, assuming the full exercise of all options, warrants and other securities or instruments of the Company held by such stockholder that are convertible, exercisable or exchangeable for shares of Common Stock (whether or not such securities are then vested, exercisable or in-the-money), including without limitation, the Convertible Stock.

“ Governmental Authority ” – any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“ GS Change of Control ” – the occurrence of one or more of the foregoing with respect to GS Group: (i) the sale of all or substantially all of GS Group’s assets, determined on a consolidated basis, in one transaction or series of related transactions and/or (ii) the acquisition (in one or more transactions) by any Person or Persons acting together or constituting a “group” under Section 13(d) of the Exchange Act together with any Affiliates thereof of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) or control, directly or indirectly, of more than 50% of the total voting power of all classes of securities entitled to vote in the election of directors of GS Group.

“ GS Group ” – The Goldman Sachs Group, Inc.

“ GS Investor ” – GS Sunray Holdings Parallel, L.L.C., GS Sunray Holdings, L.L.C. or any of their permitted Transferees.

“ Immediate Family ” – as to any individual, such individual’s parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law and children (including by way of adoption), and any person who either lives in the same household as, provides material support to, or receives material support from, such individual.

“ Initial Holder ” – (i) any of Thomas J. Pritzker, Penny Pritzker and/or Gigi Pritzker or (ii) trusts for the benefit of the individuals described in clause (i) of this definition and/or for the benefit of their respective spouses and/or lineal descendants.

“ New Securities ” – as defined in Section 7(a) .

“ Overall Percentage Interest ” – with respect to any Stockholder, the percentage equivalent of a fraction the numerator of which is the total number of shares of Fully Diluted Common Stock held by such Stockholder, and the denominator of which is the total number of shares of Fully Diluted Common Stock held by all stockholders of the Company.

“ Permitted Pledge ” – the grant of a collateral security interest in Common Stock by or on behalf of a Stockholder; provided that (i) the Stockholder proposing to use the Common Stock as collateral advises the Company in advance of the identity of the proposed lender(s) and secured party (if different from the lender(s)) (the “ Pledgee ”) and affords the Company an opportunity to consult with such Stockholder with respect thereto and (ii) in the event the beneficial ownership of such Common Stock is Transferred from such Stockholder to the Pledgee by foreclosure or otherwise, such Transferee (a) is subject to all of the restrictions and limitations imposed on such Common Stock and Stockholder in respect thereof prior to such Transfer (including, without limitation, transfer restrictions, rights of first refusal and drag-along rights), (b) is not vested with any of the rights or benefits enjoyed by such Stockholder with respect to such shares of Common Stock (other than the right to receive dividends thereon, if, when and as declared by the Board, tag-along rights, conversion rights and the proceeds thereof upon a permitted disposition, if any) and (c) each such Pledgee or potential Pledgee shall agree with the Company in writing to be bound by the obligations and restrictions applicable to such Stockholder hereunder.

“ Permitted Transfer ” – one or more Transfers by an Initial Holder made (i) to or for the benefit of a member or members of the Immediate Family of such Initial Holder, (ii) to a private charitable foundation created by the Pritzker Foundation, so long as such the Transferred Common Stock is held by such foundation, (iii) to grant collateral security interests so long as there is no change in beneficial ownership of the Common Stock, (iv) to another Initial Holder, (v) to one or more trusts for the benefit of an Initial Holder or an Initial Holder’s Immediate Family, or (vi) by operation of the provisions of the trust instrument of a trust which is an Initial

Holder or which is a successor trust by way of being a “mirror”, “sub” or “split” trust, directly or indirectly, of a trust which is an Initial Holder, so long as the recipient of such Transfer is a permitted Transferee under clauses (i) through (v) of this definition; it being understood that any change in trustees of any such trust is a Permitted Transfer.

“ Person ” – an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority.

“ Pre-Emptive Allocation ” – as defined in Section 7(a) .

“ Pre-Emptive Right Holder ” – as defined in Section 7(a) .

“ Pro Rata Portion ” – at any relevant time or with respect to any relevant period of time, the percentage equivalent of a fraction the numerator of which is the total number of Effective Date Common Shares Transferred by an Initial Holder, and the denominator of which is the total number of Effective Date Common Shares held by all Initial Holders immediately prior to the relevant time or period of time.

“ Public Offering ” means (i) any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto) or (ii) any private distribution by the Company of its equity securities to more than 50 qualified institutional buyers.

“ Purchase Agreement ” means that certain Purchase Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Registration Rights Agreement ” means that certain Registration Rights Agreement, dated as of the Effective Date, among the Company and the Stockholders, as amended from time to time.

“ Qualified Public Offering ” – a firm commitment underwritten public offering (or a private distribution to more than 50 qualified institutional buyers) of the Common Stock that: (i) yields gross proceeds of not less than $1,000,000,000, or (ii) results in the sale (including the sale by any selling shareholders) of fifteen percent (15%) or more of the Common Stock of the Company outstanding immediately prior to such offering.

“ Related Person ” – as to any Person, (i) an Affiliate of such Person, (ii) a member of such Person’s Immediate Family and/or (iii) any Person who or which is an Affiliate of such Person’s Immediate Family.

“ Request for Arbitration ” – as defined in Section 15(a) .

“ Restricted Stock ” – (i) Common Stock acquired by a Stockholder from the Company or (ii) Common Stock described in clause (i) of this definition acquired by a Stockholder from another Stockholder; provided , however , that Restricted Stock will not include any shares of Common Stock that have been sold pursuant to a registration statement or a broad distribution sale in Transfers permitted by this Agreement.

“ Restriction Expiration Date ” – 11:59 pm (Central time) on the day after the first to occur of (i) the 365 ^th day following the eighth (8 ^th ) anniversary of the Effective Date and (ii) the date that is five and one-half (5.5) years following the consummation of a Qualified Public Offering.

“ Section 4(b) Offer Notice ” – as defined in Section 4(b) .

“ Section 4(b) Selling Stockholder ” – as defined in Section 4(b) .

“ Section 4(c) Offer Notice ” – as defined in Section 4(c) .

“ Section 4(c) Selling Stockholder ” – as defined in Section 4(c) .

“ Securities Act ” – the Securities Act of 1933, as amended, or any successor federal statute, and the rule and regulations of the Securities and Exchange Commission thereunder, as the same shall be in effect from time to time.

“ Stockholder(s) ” – as defined in the Preamble.

“ Subscription Agreement ” – that certain Subscription Agreement, dated as of the Effective Date, among the Company and the Stockholders party thereto, as amended from time to time.

“ Tag Notice ” – as defined in Section 6(b) .

“ Tag Rights ” – as defined in Section 6(b) .

“ Trading Day ” – a day on which the Common Stock (i) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (ii) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock at the close of business on such day.

“ Transfer ” – as defined in Section 2 .

“ Transferee ” – a Person to whom shares of Restricted Stock are Transferred.

(b)

The following provisions shall be applied wherever appropriate herein:

(i)

for purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. All terms defined herein in the singular shall have the same meaning when used in the plural; all terms defined herein in the plural shall have the same meaning when used in the singular;

(ii)

with regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement;

(iii)

all references herein to Sections, subsections, paragraphs, subparagraphs and clauses shall be deemed references to such parts of this Agreement, unless the context shall otherwise require;

(iv)

all pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require;

(v)

the words “include” and “including” and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”;

(vi)

any accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as applied in the United States;

(vii)

the Exhibits and Schedules, if any, attached hereto are incorporated herein by reference and shall be considered part of this Agreement; and

(viii)

any consent or approval rights of the Board or the Company contained herein shall be exercised in the sole and absolute discretion of the Board or the Company, as applicable, unless otherwise expressly set forth herein.

2. Restrictions on Transfer . Except as expressly permitted in this Agreement, no Stockholder shall in any way, directly or indirectly (whether by act, omission or operation of law), sell, exchange, transfer, hypothecate, negotiate, gift, convey in trust, pledge, assign, encumber, or otherwise dispose of, or by adjudication of the Stockholder as bankrupt, by assignment for the benefit of creditors, by attachment, levy or other seizure by any creditor (whether or not pursuant to judicial process), or by passage or distribution of the

Restricted Stock under judicial order or legal process, carry out or permit the transfer of, all or any portion of such Stockholder’s Restricted Stock (any of the foregoing, a “ Transfer ”). Any Transfer not expressly permitted herein shall be void and of no effect. Notwithstanding anything in this Section 2 to the contrary, neither a GS Change of Control nor transfers of interests in any GS Investor, in any of the ultimate investment funds investing through such GS Investor or in any intermediary entities through which any such investment funds invest through such GS Investor, shall be considered an assignment for the purposes of this Agreement so long as the general partner or other managing entities of such GS Investor or such investment funds or intermediary entities remain Affiliates of the GS Group.

3. Certain Permitted Transfers . Notwithstanding anything to the contrary in Section 2:

(a)

A Stockholder may Transfer all or a portion of such Stockholder’s Restricted Stock (i) to the Company, (ii) to an Affiliate of such Stockholder subject to the prior written consent of the Board, which consent will not be unreasonably withheld, (iii) as permitted by Sections 3(b) , 3(c) , 4 , 5 and 6 , (iv) received by such Stockholder pursuant to Section 3.2 of the Subscription Agreement and (v) subject to Sections 4 and 5 hereof, following the Restriction Expiration Date.

(b)

Subject to Sections 4 and 5 hereof, a Stockholder may Transfer up to a number of shares of Restricted Stock equal to one-third ( ¹ / 3 ^rd ) of the number of shares of Restricted Stock (assuming the conversion in full of the Convertible Stock held by such Stockholder for purposes of determining the number of such shares subject to the foregoing limitation) it acquired pursuant to the Subscription Agreement or upon conversion of the Convertible Stock to un-Affiliated third parties (i) during each 365-day period beginning on the sixth (6 ^th ), seventh (7 ^th ) and eighth (8 ^th ) anniversaries of the Effective Date, or (ii) if earlier, the dates that are three and one-half (3.5) years, four and one-half (4.5) years and five and one-half (5.5) years following the consummation of a Qualified Public Offering; provided that in the case of Transfers described in clause (ii) of this Section 3(b) , such Transfers are accomplished by way of a broad distribution sale.

(c)

Subject to Sections 4 and 5 hereof, and in addition to Section 3(b) above, following the first Public Offering, a Stockholder may Transfer up to a number of shares of Restricted Stock equal to one-third ( ¹ / 3 ^rd ) of the number of shares of Restricted Stock (assuming the conversion in full of the Convertible Stock held by such Stockholder for purposes of determining the number of such shares subject to the foregoing limitation) it acquired pursuant to the Subscription Agreement or upon conversion of the Convertible Stock to un-Affiliated third parties (i) at any time following the end of the first calendar year during which the Existing Stockholders at any time during such year owned less than twenty five percent (25%) of the Common Stock outstanding at such time or (ii) at any time following both (A) the second anniversary of the issuance of the Restricted Stock under the Subscription Agreement or upon the conversion of the Convertible Stock and (B) the first date on which the Applicable Market Value exceeded one hundred sixty five percent (165%) of the gross price per share at which the Common Stock was first traded in the first Public Offering of the Common Stock; provided that in the case of

Transfers described in the immediately preceding clauses (i) and (ii), such Transfers are accomplished by way of an underwritten public offering with a principal underwriter reasonably acceptable to the Company or in an otherwise broad distribution sale.

(d)

Subject to Sections 4 and 5 hereof, and notwithstanding Sections 3(b) and 3(c) above, following the first Qualified Public Offering, in the event that any Initial Holder Transfers all or any portion of such Initial Holder’s Effective Date Common Shares (other than pursuant to a Permitted Transfer), a Stockholder may Transfer up to a Pro Rata Portion of such Stockholder’s Restricted Stock; provided , however , that in any 365-day period in which such Stockholder is permitted to Transfer shares of Restricted Stock under Section 3(b) and in any calendar year in which such Stockholder is permitted to Transfer shares of Restricted Stock under Section 3(c) (including clause (ii) thereof), such Stockholder’s right to transfer a Pro Rata Portion of its Restricted Stock under this Section 3(d) shall apply only to the extent that the aggregate number of Effective Date Common Shares held at the commencement of such 365-day period or calendar year and Transferred by Initial Holders in such 365-day period or calendar year, as a percentage of the aggregate number of Effective Date Common Shares held by Initial Holders at the commencement of such 365-day period or calendar year, exceeds the maximum percentage of such Stockholder’s shares of Restricted Stock that such Stockholder is permitted to sell in such 365-day period or calendar year, with the result that only such excess number of Effective Date Common Shares so Transferred by Initial Holders will be taken into account in determining such Stockholder’s Pro Rata Portion for purposes of this Section 3(d) . The rights described in this Section 3(d) shall expire on the Restriction Expiration Date.

(e)

No Transfer may be made pursuant to this Section 3 which would violate or be inconsistent with any other agreement a Stockholder may have with the Company, or which would result in registration by the Company or of any securities of the Company being required under any applicable laws (unless such Transfer is made in connection with and subject to any such registration). No Transfer may be made under this Section 3 , unless the Transferee (i) agrees in writing with the Company to be bound by the provisions of this Agreement as though it were a Stockholder, and (ii) unless waived by the Board (or a designee of the Board to whom such authority has been delegated), causes to be delivered to the Company, at such Transferee’s sole cost and expense, a favorable opinion of legal counsel reasonably acceptable to the Board (or a designee of the Board to whom such authority has been delegated), to the effect that such Transfer does not violate or result in registration being required under any applicable law. In addition, such Transferee shall execute and deliver such other instruments and documents, in form and substance reasonably satisfactory to the Board (or a designee of the Board to whom such authority has been delegated) (including, any instrument necessary to cause the Transferee to become a Stockholder), as are reasonably requested by the Company in connection with such Transfer. Upon compliance with all

provisions hereof, all other Stockholders agree to execute and deliver such amendments hereto as are necessary to cause such Transferee to become a Stockholder. Following the first Public Offering, the second, third and fourth sentences of this Section 3(e) shall not apply in the case of Transfers pursuant to (i) a registration statement under the Securities Act or (ii) a broad distribution sale.

(f)

Notwithstanding any other provision of this Section 3 , no Stockholder may Transfer, and no Person may acquire, the legal or beneficial ownership of any Restricted Stock unless such acquiring Person’s ownership of Restricted Stock is not reasonably likely to jeopardize any licensing from a Governmental Authority with respect to the Company or any of its Subsidiaries, as determined by the Board in its reasonable discretion. Following the first Public Offering, the restrictions described in this Section 3(f) shall be qualified by the “actual knowledge” of the Transferring Stockholder in the case of Transfers pursuant to an underwritten public offering or a broad distribution sale.

(g)

A Transferee who becomes a Stockholder pursuant to this Section 3 shall have, to the extent Transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of a Stockholder under this Agreement.

(h)

Under no circumstances shall a Transfer be made (i) to a competitor of the Company engaged in one or more of the hospitality, lodging and/or gaming industries, (ii) to an aggregator (meaning, a Person who is required to file a Schedule 13D (or successor form) under the Exchange Act disclosing an intent other than for investment) or (iii) which would cause a Stockholder to violate any provision of this Agreement, including Section 9(e) hereof. Following the first Public Offering, the restrictions described in this Section 3(h) shall be qualified by the “actual knowledge” of the Transferring Stockholder in the case of Transfers pursuant to an underwritten public offering or a broad sale distribution.

(i)

For the purposes of Section 3(f) and 3(h) , in the case of Transfers pursuant to an underwritten public offering or a broad distribution sale, a Transferring Stockholder will be deemed to have “actual knowledge” only of (i) transferees disclosed in the final prospectus, prospectus supplement, offering memorandum or offering circular for such public offering or broad distribution sale.

4. Right of First Refusal .

(a)

Subject to Section 4(e) , the provisions of this Section 4 shall apply (i) to all Transfers prior to the consummation of the first Public Offering and (ii) following the consummation of the first Public Offering, only in the event that the number of shares of Common Stock proposed to be Transferred by a Stockholder (and its Affiliates) together with any shares of Common Stock then proposed to be Transferred by the other Stockholders (and their Affiliates) exceeds two percent (2%) of the then outstanding shares of Common Stock.

(b)

Subject to Section 4(e) , prior to the consummation of the first Public Offering, if any Stockholder is permitted and proposes to Transfer all or any portion of its Common Stock in accordance with this Agreement to a third party purchaser, then such Stockholder (the “ Section 4(b) Selling Stockholder ”) shall, prior to consummating such sale, offer in a written notice to Transfer such Common Stock to the Company, specifying the terms and conditions of such proposed Transfer as offered by the third party purchaser (the “ Section 4(b) Offer Notice ”). The Company shall have twenty-one (21) days from the date the Section 4(b) Offer Notice was received to accept the offer to Transfer all, but not less than all, of the Common Stock subject to the Section 4(b) Offer Notice. If the Company does not accept the offer provided in the Section 4(b) Offer Notice within such period, it shall be deemed to have rejected the offer. The closing of any Transfer pursuant to this Section 4(b) shall occur in accordance with the terms and provisions of the offer and this Agreement. If the Company does not accept such offer pursuant to this Section 4(b) , then at the expiration of the twenty-one (21) day notice period (or, if earlier, upon the express rejection in writing by the Company of such offer), subject only to Section 3 , the Section 4(b) Selling Stockholder may Transfer the offered Common Stock to the proposed Transferee, provided that such Transfer occurs within sixty (60) days after the expiration of such twenty-one (21) day period and is made on terms and conditions no more favorable to the Transferee in the aggregate than the terms and conditions specified in the Section 4(b) Offer Notice. To the extent shares of Common Stock are to be Transferred to the Company pursuant to this Section 4(b) , each Section 4(b) Selling Stockholder shall cause such shares of Common Stock to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement).

(c)

Subject to Section 4(e) , following the consummation of the first Public Offering, if any Stockholder is permitted and proposes to Transfer all or any portion of its Common Stock in accordance with this Agreement to a third party purchaser, then such Stockholder (the “ Section 4(c) Selling Stockholder ”) shall, prior to consummating such sale, offer in a written notice to Transfer such Common Stock to the Company at the Applicable Market Value (the “ Section 4(c) Offer Notice ”) as of the date of such Section 4(c) Offer Notice. The Company shall have five (5) Business Days from the date the Section 4(c) Offer Notice was received to accept the offer to Transfer all, but not less than all, of the Common Stock subject to the Section 4(c) Offer Notice. If the Company does not accept the offer provided in the Section 4(c) Offer Notice within such period it shall be deemed to have rejected the offer. The closing of any Transfer pursuant to this Section 4(c) shall occur within three (3) Business Days following acceptance by the Company of such offer. If the Company does not accept such offer pursuant to this Section 4(c) , then at the expiration of the five (5) Business Day notice period (or, if earlier, upon the express rejection in writing by the Company of such offer), subject only to Section 3 , the Section 4(c) Selling Stockholder may Transfer the offered Common Stock to the proposed Transferee, provided that such Transfer (a) occurs within (i) three (3) Business Days, in the case of a private placement, after the expiration of such five (5) Business Day period or (ii) fifteen (15) Business Days, in the case of a public offering pursuant to a registration

statement, after the expiration of such five (5) Business Day period and (b) is made on terms and conditions no more favorable in the aggregate to the Transferee than the terms and conditions specified in the Section 4(c) Offer Notice; provided that a downward fluctuation of five percent (5%) or less in the price per share being paid by the proposed Transferee caused by a drop in the market price of the Common Stock during the three (3) Business Day or fifteen (15) Business Day period, as the case may be, after the expiration of such five (5) Business Day period shall not be taken into account in determining whether the Transfer to the proposed Transferee is made on terms and conditions no more favorable in the aggregate to the Transferee than the terms and conditions specified in the Section 4(c) Offer Notice. To the extent shares of Common Stock are to be Transferred to the Company pursuant to this Section 4(c) , each Section 4(c) Selling Stockholder shall cause such shares of Common Stock to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement).

(d)

Any proposed Transfer by a Section 4(b) Selling Stockholder or Section 4(c) Selling Stockholder not consummated within the time periods set forth in this Section 4 shall again be subject to this Section 4 and shall require compliance by such Section 4(b) Selling Stockholder or Section 4(c) Selling Stockholder with the procedures described in this Section 4 . The exercise or non-exercise of the rights of the Company under this Section 4 with respect to any proposed Transfer shall not adversely affect its rights with respect to subsequent Transfers by a Section 4(b) Selling Stockholder or a Section 4(c) Selling Stockholder under this Section 4 .

(e)

The provisions of this Section 4 are subordinate to those of Section 5 , and shall not apply to Transfers under Section 5 or to any Transfer permitted by Section 3(a)(i) , 3(a)(ii) or 3(a)(iv) .

5. Drag-Along Right .

(a)

In connection with a Change of Control Transaction, the Company shall have the right to require each Stockholder (i) to convert such Stockholder’s shares of Convertible Stock, if any, into Common Stock, and (ii) to participate in such Change of Control Transaction on the same terms, conditions and price per share of Common Stock as those applicable to the other holders of Common Stock of the Company (with respect to their Common Stock). In addition, upon the request of the Company, the Stockholders agree to vote in favor of such Change of Control Transaction, or any sale, lease or exclusive license of all or substantially all of the Company’s assets (directly or indirectly) to one or more Persons who are not Affiliates of the Company in a transaction or series of related transactions approved by the Board, and the Company shall have the right to require each Stockholder to vote for, consent to and raise no objection to any such transaction (or transactions); and if such right is exercised by the Company, each Stockholder shall vote all of its Common Stock in favor of, and shall raise no objection to, any such transaction (or transactions). In the event that the Company exercises its rights

pursuant to this Section 5 , (i) no Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Change of Control Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders) and (ii) any representations and warranties made by and indemnifications provided by the Stockholders will be on a several and not a joint basis with Stockholders and other stockholders of the Company participating in such transaction.

(b)

In the event that the Company desires to exercise its rights pursuant to this Section 5 , the Company shall notify each Stockholder in writing of the proposed Transfer no less than fifteen (15) Business Days prior to the contemplated consummation date of the proposed Transfer or transaction (the “ Drag Notice ”). Such notice shall set forth: (i) a description of the proposed Transfer or other transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Any proposed Transfer or transaction pursuant to this Section 5 that is not consummated within one hundred twenty (120) days following the date of the Drag Notice, shall again be subject to the notice provisions of this Section 5(b) and shall require compliance by the Company with the procedures described in this Section 5(b) .

(c)

To the extent in conflict with the provisions of this Section 5 , the provisions of Sections 4 and 6 are subordinate to and shall not apply to any Transfer or exercise of rights contemplated by this Section 5 .

6. Tag Along Right .

(a)

Subject to the fiduciary duties of the Board, the Company will not agree to consummate a Change of Control Transaction with respect to which the Stockholders are not given the right to participate on the same terms, conditions and price per share of Common Stock as those applicable to the other holders of Common Stock of the Company (with respect to their Common Stock). In the event that a Stockholder exercises its rights pursuant to this Section 6 , (i) no Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Change of Control Transaction to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company or the acquiring party (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders) and (ii) any representations and warranties made by and indemnifications provided by any Stockholder participating in such Change of Control Transaction will be on a several and not a joint basis with other stockholders of the Company participating in such transaction.

(b)

In the event that the Company desires to consummate a Change of Control Transaction, the Company shall notify each Stockholder in writing of such proposed transaction no less than fifteen (15) Business Days prior to the contemplated consummation date of such proposed transaction (the “ Tag Notice ”). Such Tag Notice shall set forth: (i) a description of the proposed transaction, (ii) the name of the proposed purchaser, and (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the proposed purchaser. Each Stockholder will have the right, upon written notice to the Company, delivered within ten (10) days after receipt of the Tag Notice, and provided such Stockholder has converted all of its shares of Convertible Stock into Common Stock to participate in the proposed Change of Control Transaction on the terms and conditions set thereof (such participation rights being hereinafter referred to as “ Tag Rights ”). In the event a Stockholder has not notified the Company of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Stockholder will be deemed to have elected not to exercise such Tag Rights with respect to the transaction contemplated by such Tag Notice. Any proposed Change of Control Transaction that is the subject of a Tag Notice that is not consummated within one hundred twenty (120) days following the date of the Tag Notice shall again be subject to the notice provisions of Section 6 and shall require compliance by the Company and the Stockholders with the procedures described in this Section 6(b) .

(c)

The provisions of this Section 6 shall be subject and subordinate to the provisions of Section 4 and 5 and, to the extent in conflict therewith, shall not apply.

7. Pre-Emptive Rights .

(a)

Each Stockholder (for the purpose of this Section 7 , each a “ Pre-Emptive Right Holder ”) shall have the right to purchase such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of this Section 7 the “ Pre-Emptive Allocation ”), or any lesser number, of any new shares of Common Stock, or any other equity securities of the Company, including securities convertible into, exercisable for, or exchangeable for Common Stock, that the Company may, from time to time, propose to sell and issue, in each case, other than Excluded Securities and securities issued in connection with stock splits, stock dividends, in-kind equity distributions and recapitalizations (collectively, “ New Securities ”).

(b)

In the event the Company proposes to undertake an issuance of New Securities, it will give each Pre-Emptive Right Holder written notice of such issuance (which notice shall be delivered at least fifteen (15) days prior to such issuance), describing the New Securities and the price and terms upon which the Company proposes to issue the same, and setting forth the number of shares or other number of New Securities which such Stockholder is entitled to purchase pursuant to such Stockholder’s Pre-Emptive Allocation and the aggregate purchase price therefor. Each Pre-Emptive Right Holder will have

ten (10) days from the date of delivery of any such notice from the Company to agree to purchase a specified portion of such New Securities up to such Stockholder’s Pre-Emptive Allocation, or any lesser number, for the price and upon the terms specified in the notice (provided that the Pre-Emptive Right Holders shall be entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If not all of the Pre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities, then the Company shall notify in writing the fully-participating Pre-Emptive Right Holders of such and offer such holders the right to acquire such unsubscribed New Securities. Each fully-participating Pre-Emptive Right Holder so notified shall have the right to purchase its pro rata share of the unsubscribed New Securities (in proportion to the Overall Percentage Interests of all fully participating Pre-Emptive Right Holders) within five (5) days from the date of such notice from the Company by giving written notice to the Company and stating therein the quantity of unsubscribed New Securities to be purchased.

(c)

In the event any Pre-Emptive Right Holder fails to exercise such right of first refusal within said ten (10) day period (or, as applicable, such 15-day period), the Company will have seventy five (75) days thereafter to sell the New Securities as to which such Pre-Emptive Right Holder’s right was not exercised, at a price and upon such other terms no more favorable to the purchasers thereof than those specified in the Company’s notice. In the event the Company has not sold such New Securities within said seventy five (75)-day period, the Company will not thereafter issue or sell any New Securities without first offering such New Securities to each Pre-Emptive Rights Holder in the manner provided above.

(d)

The pre-emptive rights granted by this Section 7 shall be exercisable only by “accredited investors” as defined under Section 501 of Regulation D of the Securities Act.

(e)

The closing of any sale of New Securities shall be on the date set forth in the notice provided by the Company pursuant to Section 7(b) ; provided , that such date shall be extended as to any participating Pre-Emptive Right Holder for up to forty (40) days (or such longer period as may be approved by the Company, which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary approvals from Governmental Authorities. The exercise or non-exercise of the rights of the Pre-Emptive Right Holders under this Section 7 shall not adversely affect their rights to participate in subsequent offerings of New Securities subject to Section 7 .

8. Voting; Board Seats; Access .

(a)

Until the later of (i) December 31, 2013 and (ii) the date that Thomas J. Pritzker is no longer the Chairman of the Board of the Company, each Stockholder will vote all of its Common Stock consistent with the recommendations of a majority of the Board with respect to all matters.

(b)

Prior to the first Public Offering and so long as Madrone Capital, LLC (or any Affiliate of Madrone Capital, LLC who becomes a Stockholder) owns or has the right to acquire at least 20% of the Common Stock that it acquires or has the right to acquire on the Effective Date, Madrone Capital, LLC (or any Affiliate of Madrone Capital, LLC who becomes a Stockholder) shall have the right to designate, and the Board will appoint, one (1) representative to the Board, which individual shall be subject to the good faith prior approval of the Nominating and Governance Committee of the Board; provided that each of Rob Walton and Greg Penner shall be deemed approved for the purposes of this Section 8(b) , and Greg Penner shall be the initial appointee pursuant to this Section 8(b) .

(c)

Prior to the first Public Offering and so long as GS Sunray Holdings Parallel, L.L.C. owns at least 20% of the Common Stock issuable upon conversion of the Convertible Stock acquired by such Stockholder on the Effective Date, GS Capital Partners VI Parallel, L.P., the ultimate parent of such Stockholder, shall have the right to designate, and the Board will appoint, one (1) representative to the Board, which individual shall be subject to the good faith prior approval of the Nominating and Governance Committee of the Board; provided , that Byron Trott shall be deemed approved for the purposes of this Section 8(c) , and shall be the initial appointee pursuant to this Section 8(c) .

(d)

A director appointed pursuant to either Section 8(b) or Section 8(c) above may resign, or will be removed either (i) with or without cause at the direction of the Person who designated such director (or its successor or permitted Transferee), or (ii) by the affirmative vote or written consent of a majority of the remaining members of the Board if such director dies or otherwise becomes incapable of fulfilling his or her obligations because of injury or physical or mental illness and such incapacity shall exist for thirty (30) Business Days in the aggregate during any consecutive six (6) month period. The Person who designated any such deceased, removed or resigning director (or its successor or permitted Transferee) shall be entitled to designate a replacement for such director, which individual shall be appointed to the Board (subject to the prior good faith approval of the Nominating and Governance Committee of the Board).

(e)

The rights to designate representatives for appointment to the Board shall terminate and each Person’s designee to the Board shall resign if so requested by the Company (i) immediately prior to the consummation of the first Public Offering, and if so requested by the Company, the designating Person will direct its then serving appointed representative to resign from the Board or (ii) at such time as any Stockholder or any if such Stockholder’s Affiliates has the right (whether or not exercised) to designate or appoint a member of or observer to the Board (or similar governing body) of any entity that is a direct competitor of the Company or its Subsidiaries.

(f)

For so long as GS Sunray Holdings Parallel, L.L.C. owns any shares of Restricted Stock, the Company covenants and agrees with GS Capital Partners VI Parallel, L.P. as follows:

(i)

GS Capital Partners VI Parallel, L.P. or its representatives may examine the books and records of the Company and visit and inspect its facilities and may reasonably request information at reasonable times and intervals concerning the general status of the Company’s financial conditions and operations.

(ii)

On reasonable prior written notice, GS Capital Partners VI Parallel, L.P. or its representatives may discuss the business operations, properties and financial and other conditions of the Company with the Company’s management and with the Company’s independent accountants and investment bankers.

In no event shall the Company be required to provide access to any information that the Company reasonably believes (based on the advice of outside counsel) would constitute attorney/client privileged communications or would violate any securities laws.

9. Standstill . So long as a Stockholder owns shares of Restricted Stock or Convertible Stock (or has the right to acquire Restricted Stock or Convertible Stock), such Stockholder agrees that, unless (A) specifically invited or otherwise approved in writing by the Board or (B) to the extent that such Stockholder has a right to designate a member of the Board or has a representative or Affiliate on the Board, as necessary for such Board member to discharge his/her duties as a Board member, neither such Stockholder nor any of its Related Persons will in any manner, directly or indirectly:

(a)

effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) of the Company or any of its Subsidiaries (except through the proper exercise of preemptive rights granted hereunder), or rights or options to acquire any securities (or beneficial ownership thereof) (if such transaction would not be permitted by Section 9(e) below), or any assets, indebtedness or businesses of the Company or any of its Subsidiaries or Affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the Subsidiaries or Affiliates or assets of the Company or the Subsidiaries or Affiliates constituting a significant portion of the consolidated assets of the Company and its Subsidiaries or Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries or Affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or written consents with respect to any voting securities of the Company or any of its Affiliates. For the purposes of this Section 9(a) , the term “Affiliates” means Affiliates of the Company primarily engaged in the hospitality, lodging and/or gaming industries.

(b)

form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to the Company where such group seeks to acquire any equity securities of the Company;

(c)

otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or any of its Subsidiaries;

(d)

take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in Section 9(a) above;

(e)

own more than twelve percent (12%) of the issued and outstanding Common Stock, unless such ownership arises as a result of any action not taken by or on behalf of such Stockholder or a Related Person of such Stockholder; or

(f)

request that the Company or any of its representatives, directly or indirectly, amend or waive any provision of this Section 9 (including this clause (f)).

Each Stockholder further agrees that, if at any time during such period, such Stockholder is approached by any third party concerning its participation in any transaction or proposed transaction involving the acquisition of all or any portion of the assets, indebtedness or securities of, or any business of, the Company or any of its Subsidiaries, such Stockholder will promptly inform the Company of the nature of such transaction and the parties involved.

Notwithstanding anything in this Section 9 to the contrary, Goldman, Sachs & Co. and its Affiliates (other than any such Person that owns Restricted Stock) may engage in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities (including purchasing securities, assets or indebtedness of the Company or any of its Subsidiaries or Affiliates, and including any activities conducted by Goldman, Sachs & Co. or its Affiliates’ portfolio companies), provided that, so long as Goldman, Sachs & Co. or any its Affiliates owns shares of Restricted Stock (i) the Investment Banking Division of Goldman, Sachs & Co. will not, without the Company’s prior written consent, act as financial advisor to any Person for the purpose of such Person (A) making a proposal to acquire (1) control of the Company or any of its Subsidiaries or (2) any material assets of the Company and Subsidiaries (taken as a whole), (B) taking any other action to acquire (1) control of the Company or any of its Subsidiaries or (2) any material assets of the Company and its Subsidiaries (taken as whole), or (C) becoming an aggregator (meaning, a Person who is required to file a Schedule 13D (or successor form) under the Exchange Act disclosing an intent other than for investment) of the Company’s securities and (ii) none of Goldman Sachs & Co. or any of its Affiliates (excluding portfolio companies in which Goldman Sachs & Co. and/or any of its Affiliates own less than a majority of the voting securities) will, without the prior written consent of the Company, solicit, encourage, otherwise stimulate or participate in any way (or direct any of their portfolio companies to solicit, encourage, otherwise stimulate or participate in any way) in (X) making a proposal to acquire (1) control of the Company or any of its Subsidiaries or (2) any material assets of the Company and its Subsidiaries (taken as a whole), (Y) taking any other action to acquire (1) control of the Company or any of its

Subsidiaries or (2) any material assets of the Company and its Subsidiaries (taken as a whole), or (Z) becoming an aggregator (meaning, a Person who is required to file a Schedule 13D (or successor form) under the Exchange Act disclosing an intent other than for investment) of the Company’s securities (provided that nothing herein shall restrict Goldman, Sachs & Co. and its Affiliates from filing a Schedule 13D in connection with the ownership of Restricted Stock or from amending such Schedule 13D).

10. Pledges . A Stockholder shall not be permitted to pledge, hypothecate or otherwise encumber any of its Common Stock or Convertible Stock without the prior written consent of the Company other than pursuant to a Permitted Pledge.

11. Representations and Warranties . Each party hereto represents and warrants that:

(a)

If an entity, such party is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization.

(b)

Such party possesses the requisite power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. If an entity, such party has properly taken all action required to be taken by it with respect to the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby.

(c)

This Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.

(d)

The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby, do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Governmental Authority or other Person under, (i) any law, judgment, order, writ, injunction, decree or award of any Governmental Authority to which such party is subject, (ii) if an entity, the organizational documents of such party or (iii) any license, agreement, commitment or other instrument or document to which such party is a party or by which such party is otherwise bound.

The representations and warranties contained in this Agreement shall survive the execution of this Agreement.

12. Legends . Each certificate or other documents representing shares of Common Stock or Convertible Stock shall bear the following legend until such time as the Common Stock or Convertible Stock represented thereby is no longer subject to the provisions hereof or such legend is no longer applicable (as determined by the Company in its sole direction):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF AUGUST 28, 2007, AMONG GLOBAL HYATT CORPORATION AND CERTAIN HOLDERS OF ITS STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL HYATT CORPORATION.”

13. Notices . Any notice or communication by the Company or any Stockholder is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the recipient’s address:

If to the Company:

Global Hyatt Corporation

Hyatt Center, 12th Floor

71 South Wacker Drive

Chicago, Illinois 60606

Facsimile No.: (312) 780-5282

Attention: General Counsel

With a copy to:

Latham & Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, Illinois 60606

Facsimile No.: (312) 993-9767

Attention: Michael A. Pucker

All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

14. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

15. Arbitration .

(a)

Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party to this Agreement may initiate arbitration by notice to any other party (a “ Request for Arbitration ”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Stockholder(s) from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by the Company within fifteen (15) days after delivery of the Request for Arbitration. The Stockholder(s) will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Stockholder within such fifteen-day time period, then the Stockholder shall appoint such arbitrator within twenty-five (25) days from the Request

for Arbitration. In the event the Stockholder fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from the Company, the Company shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to this Agreement and who has at least ten (10) years of experience in the practice of law with experience in corporate governance. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b)

The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without reference to its internal conflicts of laws principles, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “ Claim ”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 15(a) OF THIS AGREEMENT.

(c)

The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided , that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

16. Successors and Assigns . None of the parties shall have the right to assign any of its rights or delegate any of its obligations under this Agreement or any part hereof, except as expressly permitted herein or, in the case of any Stockholder with the prior written consent of the Company, which consent will not be unreasonably withheld. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective permitted successors and assigns.

17. No Other Relationships . Nothing contained herein, in the Registration Rights Agreement or in any other agreement delivered pursuant hereto or thereto shall be construed to create any agency relationship among the Stockholders. No Stockholder shall owe any fiduciary duties to the Company or to any other Stockholder by virtue of this Agreement. To the extent that at law or in equity, a Stockholder has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Stockholder, a Stockholder acting under this Agreement shall not be liable to the Company or to any Stockholder for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Stockholder otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Stockholder.

18. Severability . If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

19. Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

20. Confidentiality; Public Announcements, Etc. Each Stockholder agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company’s confidential information, including, without limitation, the terms and conditions of this Agreement and all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Company which the Stockholder or any such Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Stockholder may disclose any such information (a) to its Affiliates, directors, officers,

employees, representatives and agents, including accountants, legal counsel and other advisors who have a need to know such information in connection with the Stockholder’s investment in the Company (it being understood and agreed that (i) the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (ii) subject to the last sentence of this Section 20 , no such information will be used to the detriment of the Company and (iii) such Stockholder shall be responsible for breach by any such Person of the provisions of this Section 20 ), (b) that otherwise is or has become generally available to the public (without breach of this Section 20 ), (c) as to which Stockholder has obtained knowledge from sources other than the Company or the directors or the officers of the Company (provided, that such source is not bound by a confidentiality agreement with the Company), (d) with the consent of the Company, (e) that it is required to disclose by law or subpoena or judicial process or as is required to enforce its rights hereunder or that is required to be disclosed under the rules of any stock exchange to which any Stockholder or an Affiliate is subject, in which case, the disclosing Stockholder shall provide the Company with prompt advance notice of such disclosure so that the Company shall have the opportunity if it so desires to seek a protective order or other appropriate remedy and, in connection with any such disclosure required by the Securities and Exchange Commission (or similar governmental authority) or the rules of any stock exchange to which a Stockholder or any Affiliate of a Stockholder is subject, the disclosing Stockholder shall use reasonable efforts to obtain confidential treatment for such disclosure (to the extent reasonably available), (f) to a potential Transferee, provided that prior to such disclosure, (i) the Company shall have approved of such Transferee and (ii) such potential Transferee shall have entered into a confidentiality agreement on similar terms and conditions as contained in this Section 20 in form and substance reasonably satisfactory to the Company and with respect to which the Company is made an express third party beneficiary; provided , however , subclauses (i) and (ii) of this clause (f) shall not apply to a potential Transferee in connection with a sale pursuant to a registration statement under the Securities Act or a broad distribution sale, or (g) to the limited partners of the investment funds investing through such Stockholder in the event and only to the extent that such disclosure is required by the partnership documents of such investment funds (including, without limitation, information regarding the Company’s identity, jurisdiction of incorporation, industry and business, a description and the amount of Company securities owned by such Stockholder, the total investment amount of such Stockholder in the Company, and proceeds received by such Stockholder from the Company); provided that the Stockholder proposing to disclose any such information shall provide the chief executive officer of the Company with a final draft of any proposed disclosure in at least five (5) Business Days in advance of dissemination to such Stockholder’s limited partners for approval (which approval shall not be unreasonably withheld or delayed). Each Stockholder and its Affiliates agree that such confidential information shall be used only in connection with the business of the Company, and the Stockholder’s investment therein, and not for any other purpose, including, without limitation, in connection with any competitive or potentially competitive activities.

21. Counterparts; Effectiveness . This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

22. No Trustee Liability . When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder or thereunder, or to perform any covenant, either express or implied, contained herein or therein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

23. Aggregation . All shares of Common Stock held by any Affiliates of any Stockholder shall be aggregated together with the shares of Common Stock held by such Stockholder for the purposes of determining availability of rights and application of obligations of such Stockholder under this Agreement.

24. Entire Agreement . This Agreement, the Framework Agreement and the Purchase Agreement (together with the agreements delivered or to be delivered pursuant thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.

25. Amendment and Waiver . This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and each of the Stockholders or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party on exercising any right, power or privileges hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

26. No Third Party Beneficiaries . Nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

27. Waiver of Certain Damages . To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

28. Termination . This Agreement shall terminate and be of no further force and effect (a) with respect to any individual Stockholder, on the first date when such Stockholder no longer holds any shares of Restricted Stock or Convertible Stock, and (b) in its entirety, upon the first to occur of (i) all of the equity securities of the Company being owned by a single Person or (ii) the agreement in writing of the Company and each of the Stockholders.

29. Company Logo

Subject to the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), each of the GS Investors and its respective Affiliates may use the Company’s name and logo in marketing materials of any of the GS Investors or their respective Affiliates; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. The GS Investors or their respective Affiliates, as applicable, shall include a trademark attribution notice giving notice of the Company’s ownership of its trademarks in the marketing materials in which the Company’s name and logo appear.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Stockholders’ Agreement as of the date first above written.


THE COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager


GS SUNRAY HOLDINGS, L.L.C.

By:		GS CAPITAL PARTNERS VI FUND, L.P. as a member

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY OFFSHORE FUND, L.P. as a member

By:		GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner

By:		GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY GERMAN FUND, L.P. as a member

By:		GS SUNRAY GERMAN FUND I, LTD. its general partner

By:		/s/ Katherine B. Enquist
Name:		Katherine B. Enquist
Title:		Vice President



GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		GS CAPITAL PARTNERS VI PARALLEL, L.P., as a member

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ John E. Bowman
Name:		John E. Bowman
Title:		Vice President

Solely with respect to Sections 8(c), 8(d), 8(e) and 8(f)

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By:		GSCP ADVISORS VI, L.L.C., its general partner

By:		/s/ John E. Bowman
Name:		John E. Bowman
Title:		Vice President

SCHEDULE 1

Stockholders

Stockholder Name and Address

MADRONE CAPITAL, LLC

3000 Sand Hill Road

Building 1, Suite 155

Menlo Park, CA 94027

Attention: Greg Penner

Telephone: 650-854-8300

Facsimile: 650-233-9352

GS SUNRAY HOLDINGS, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

AMENDMENT NO. 1 TO

GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT

This AMENDMENT NO. 1 TO GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT, dated as of October 25, 2007 (this “ Amendment ”), is made and entered into by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the parties set forth on Schedule 1 to that certain Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of August 28, 2007 (the “ Original Agreement ”), as amended by this Amendment.

WITNESSETH :

WHEREAS, Mori has agreed to become a party to the Original Agreement, as amended by this Amendment, on the terms set forth herein;

WHEREAS, pursuant to Section 25 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by the Company and each of the Stockholders (as defined in the Original Agreement).

NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, it is hereby agreed that:

1. Definitions . Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Original Agreement, as amended hereby.

2. Amendments to Section 1 and Modification of Other Terms .

(a) The definition of “Framework Agreement” contained in Section 1 of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

STRICTLY CONFIDENTIAL

(b) For purposes of this Amendment and the Original Agreement, as amended by this Amendment, the term “Agreement” shall refer to the Original Agreement as amended hereby and from time to time.

3. Amendment to Section 24 . Section 24 of the Original Agreement is hereby amended by deleting the term “Framework Agreement” therefrom and replacing such term with “Framework Agreements”.

4. Amendment to Schedule 1 . Schedule 1 to the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

Stockholders

Stockholder Name and Address

MADRONE CAPITAL, LLC

3000 Sand Hill Road

Building 1, Suite 155

Menlo Park, CA 94027

Fax: 650-233-9352

Attn: Greg Penner

GS SUNRAY HOLDINGS, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004

Fax: 212 357 5505

Attn: John Bowman

c/o Goldman, Sachs & Co.

One New York Plaza, 38th Floor

New York, NY 10004

Fax: 212 493 9884

Attn: Ben Adler, Esq.

MORI BUILDING CAPITAL INVESTMENT LLC

Roppongi Hills Mori Tower P.O. Box 1

10-1 Roppongi 6-chome

Minato-ku, Tokyo 106-6155

JAPAN

Facsimile No.: 81-3-6406-9316

Attention: Structured Finance Department

5. Agreement of Mori to be Bound . Mori agrees that, upon the full execution and delivery of this Amendment, Mori shall (a) become a party to the Agreement, without further action on the part of any Person and (b) be bound by, and subject to, all of the covenants, terms and conditions of the Agreement.

6. No Other Amendments . Except as specifically amended hereby, the Original Agreement shall continue in full force and effect as written.

7. Severability . If any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Amendment (or any portion thereof) or tae application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent f the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

8. Further Agreement . The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Amendment and to consummate the transactions contemplated hereby and thereby.

9. Effect of Headings . The Section headings of this Amendment have been inserted for convenience of reference only and shall not be deemed a part of this Amendment.

10. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

11. Counterparts . This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


THE COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

S-1


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

S-2


GS SUNRAY HOLDINGS, L.L.C.

By:		GS CAPITAL PARTNERS VI FUND, L.P. as a member

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ Gerald J. Cardinale
Name:		Gerald J. Cardinale
Title:		Managing Director

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY OFFSHORE FUND, L.P. as a member

By:		GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner

By:		GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner

By:		/s/ Gerald J. Cardinale
Name:		Gerald J. Cardinale
Title:		Managing Director

GS SUNRAY HOLDINGS, L.L.C.

By:		GS SUNRAY GERMAN FUND, L.P. as a member

By:		GS SUNRAY GERMAN FUND I, LTD. its general partner

By:		/s/ Gerald J. Cardinale
Name:		Gerald J. Cardinale
Title:		Managing Director

S-3


GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		GS CAPITAL PARTNERS VI PARALLEL, L.P., as a member

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ Gerald J. Cardinale
Name:		Gerald J. Cardinale
Title:		Managing Director

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ Gerald J. Cardinale
Name:		Gerald J. Cardinale
Title:		Managing Director

S-4


MORI BUILDING CAPITAL INVESTMENT LLC

By:		/s/ Minoru Mori
Name:		Minoru Mori
Title:		Executor

S-5

JOINDER AGREEMENT

This JOINDER AGREEMENT to Global Hyatt Corporation 2007 Stockholders’ Agreement (the “ Joinder Agreement ”) is made and entered into as of May 13, 2009, by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the undersigned (the “ Joining Stockholders ”), and relates to that certain Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of August 28, 2007 (as amended from time to time, the “ Stockholders’ Agreement ”), by and among the Company and the parties set forth on Schedule 1 to the Stockholders’ Agreement (each, individually, a “ Stockholder ” and, collectively, the “ Stockholders ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Stockholders’ Agreement.

WHEREAS, the Joining Stockholders are acquiring as transferees shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company and, in connection therewith, have agreed to become a party to the Stockholders’ Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to be Bound . Each Joining Stockholder agrees that, upon the execution of this Joinder Agreement, such Joining Stockholder shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement and such Joining Stockholder shall be deemed a “Stockholder” thereunder for all purposes.

other party may reasonably request in order to carry out the intent and purposes of this Joinder Agreement and to consummate the transactions contemplated hereby.

5. Effect of Headings . The Section headings of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.


COMPANY: GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

JOINING STOCKHOLDERS: GS SUNRAY HOLDINGS SUBCO I, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS SUBCO II, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

AMENDMENT NO. 2 AND WAIVER TO

GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT

This AMENDMENT NO. 2 AND WAIVER TO GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT, dated as of May 14, 2009 (this “ Amendment ”), is made and entered into by and among Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and the parties set forth on Schedule 1 to the Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of August 28, 2007, as amended by Amendment No. 1 to Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of October 25, 2007 (as amended, the “ Original Agreement ”).

WITNESSETH :

WHEREAS, pursuant to offer letters dated April 2, 2009 (the “ Offer Letters ”), the Company is offering rights to subscribe for up to an aggregate of 52,467,050 shares of Common Stock to stockholders of record at 5:01 p.m., Central Daylight Time, on April 1, 2009 (other than stockholders who are former employees), all non-employee directors of the Company who have received awards or who have accrued compensation that will be awarded under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended), and certain other Persons with contractual preemptive rights to purchase Common Stock (the “ Rights Offering ”);

WHEREAS, pursuant to an offer letter dated May 8, 2009, the Company is offering to the Existing Stockholders rights to subscribe for up to an additional 6,313,204 shares of Common Stock (the “ Pritzker Incremental Rights Offering ”);

WHEREAS, in connection with the Rights Offering, the Company and the parties hereto desire to amend the Original Agreement in the manner set forth herein; and

NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, it is hereby agreed that:

1. Definitions . Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Original Agreement.

2. Amendments to Section 1 and Modification of Other Terms .

(a) The definition of “Excluded Securities” contained in Section 1 of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

any rights, options, or warrants to purchase any of the foregoing issued by the Company subsequent to the date hereof) that consist of any of the following: (i) issuances to employees, consultants and members of the Board (or similar governing bodies) of the Company or its Subsidiaries in connection with the performance of services in such capacities and made pursuant to any plan adopted by the Board; (ii) issuance of shares of Common Stock upon conversion of shares of preferred stock, settlement of the Subscription Agreement, exercise of options and exercise of warrants; (iii) the issuance of Common Stock in a Public Offering; (iv) issuance of securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions approved by the Board; (v) issuance of equity securities or rights to purchase equity securities issued for non-cash consideration pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board; and (vi) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology, licensing or development activities, (B) distribution, supply or manufacture of the Company’s products or services, or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board.

(b) The following definitions are inserted after the definition of “Restriction Expiration Date” and before the definition of “Section 4(b) Offer Notice”:

“ Rights Offering ” – the offer made by the Company pursuant to the offer letters dated April 2, 2009 to stockholders of record at 5:01 p.m., Central Daylight Time, on April 1, 2009 (other than stockholders who are former employees), all non-employee directors of the Company who have received awards or who have accrued compensation that will be awarded under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan, as amended, and certain other Persons with contractual preemptive rights to subscribe for shares of Common Stock.

“ Rights Offering Shares ” – shares of Common Stock purchased by a Stockholder in the Rights Offering.

(c) For purposes of this Amendment and the Original Agreement, as amended by this Amendment, the term “Agreement” shall refer to the Original Agreement as amended hereby and from time to time.

3. Amendment to Schedule 1 . Schedule 1 to the Original Agreement is hereby deleted and amended and restated to read in its entirety as set forth on Exhibit A attached hereto.

4. Amendment to Section 3(a) . Section 3(a) of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

(a)

A Stockholder may Transfer all or a portion of such Stockholder’s Restricted Stock (i) to the Company, (ii) to an Affiliate of such Stockholder subject to the

prior written consent of the Board, which consent will not be unreasonably withheld, (iii) as permitted by Sections 3(b) , 3(c) , 3(d) , 4 , 5 and 6 , (iv) received by such Stockholder pursuant to Section 3.2 of the Subscription Agreement, (v) subject to Sections 4 and 5 hereof, following the Restriction Expiration Date and (vi) to the extent such shares are Rights Offering Shares, but subject to Sections 4 and 5 hereof.

5. Amendment to Section 3(d) . Section 3(d) of the Original Agreement is hereby deleted and amended and restated to read in its entirety as follows:

(d)

Subject to Sections 4 and 5 hereof, and notwithstanding Sections 3(b) and 3(c) above, following the first Qualified Public Offering, in the event that any Initial Holder Transfers all or any portion of such Initial Holder’s Effective Date Common Shares (other than pursuant to a Permitted Transfer), a Stockholder may Transfer up to a Pro Rata Portion of such Stockholder’s Restricted Stock (excluding for purposes of such calculation, the Rights Offering Shares); provided , however , that in any 365-day period in which such Stockholder is permitted to Transfer shares of Restricted Stock under Section 3(b) and in any calendar year in which such Stockholder is permitted to Transfer shares of Restricted Stock under Section 3(c) (including class (ii) thereof), such Stockholder’s right to transfer a Pro Rata Portion of its Restricted Stock under this Section 3(d) shall apply only to the extent that the aggregate number of Effective Date Common Shares held at the commencement of such 365-day period or calendar year and Transferred by Initial Holders in such 365-day period or calendar year, as a percentage of the aggregate number of Effective Date Common Shares held by Initial Holders at the commencement of such 365-day period or calendar year, exceeds the maximum percentage of such Stockholder’s shares of Restricted Stock (excluding for purposes of such calculation, the Rights Offering Shares) that such Stockholder is permitted to sell in such 365-day period or calendar year pursuant to Sections 3(b) and 3(c) , with the result that only such excess number of Effective Date Common Shares so Transferred by Initial Holders will be taken into account in determining such Stockholder’s Pro Rata Portion for purposes of this Section 3(d) . The rights described in this Section 3(d) shall expire on the Restriction Expiration Date.

6. Waiver of Pre-Emptive Rights . Each Pre-Emptive Right Holder hereby irrevocably waives its rights pursuant to Section 7 of the Agreement in connection with the issuance of New Securities by the Company in the Rights Offering and the Pritzker Incremental Rights Offering and acknowledges and agrees that such Pre-Emptive Right Holder shall have, in lieu thereof, the rights described in their applicable Offer Letter.

7. No Other Amendments . Except as specifically amended hereby, the Original Agreement shall continue in full force and effect as written.

8. Severability . If any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the

remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

9. Further Agreement . The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Amendment and to consummate the transactions contemplated hereby and thereby.

10. Effect of Headings . The Section headings of this Amendment have been inserted for convenience of reference only and shall not be deemed a part of this Amendment.

11. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

12. Counterparts . This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


THE COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
		Mark S. Hoplamazian
		President and CEO

[signature page to Amendment No. 2 to 2007 Stockholders’ Agreement]


MADRONE CAPITAL, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

MADRONE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

LAKE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

SHIMODA GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

[signature page to Amendment No. 2 to 2007 Stockholders’ Agreement]


GS SUNRAY HOLDINGS, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS SUBCO I, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS SUBCO II, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS PARALLEL, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.

By:		/s/ Josephine Mortelliti
Name:		Josephine Mortelliti
Title:		Manager

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By:		GSCP VI ADVISORS, L.L.C., its general partner

By:		/s/ John Bowman
Name:		John Bowman
Title:		Managing Director

[signature page to Amendment No. 2 to 2007 Stockholders’ Agreement]


MORI BUILDING CAPITAL INVESTMENT LLC

By:		/s/ Sadao Muraoka
Name:		Sadao Muraoka
Title:		Executor

[signature page to Amendment No. 2 to 2007 Stockholders’ Agreement]

EXHIBIT A

SCHEDULE 1

Stockholders

Stockholder Name and Address


MADRONE CAPITAL, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

MADRONE GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS SUBCO I, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

LAKE GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS SUBCO II, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.


SHIMODA GHC, LLC 3000 Sand Hill Road Building 1, Suite 155 Menlo Park, CA 94027 Fax: 650-233-9352 Attn: Greg Penner		GS SUNRAY HOLDINGS PARALLEL, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

MORI BUILDING CAPITAL INVESTMENT LLC Roppongi Hills Mori Tower P.O. Box 1 10-1 Roppongi 6-chome Minato-ku, Tokyo 106-6155 JAPAN Facsimile No.: 81-3-6406-9316 Attention: Structured Finance Department		GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C. c/o Goldman, Sachs & Co. 85 Broad Street, 10th Floor New York, NY 10004 Fax: 212 357 5505 Attn: John Bowman c/o Goldman, Sachs & Co. One New York Plaza, 38th Floor New York, NY 10004 Fax: 212 493 9884 Attn: Ben Adler, Esq.

JOINDER AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

5. Effect of Headings . The section headings of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.


COMPANY :

GLOBAL HYATT CORPORATION

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

JOINING STOCKHOLDERS :

MADRONE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

LAKE GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

SHIMODA GHC, LLC

By:		/s/ Greg Penner
Name:		Greg Penner
Title:		Manager

[Signature Page to Joinder to 2007 Stockholders Agreement]

Exhibit 10.2

AMENDED AND RESTATED

GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

ARTICLE 1.

HISTORY AND PURPOSE

The Global Hyatt Corporation Long-Term Incentive Plan was originally adopted by Global Hyatt Corporation, a Delaware corporation (the “ Company ”) effective February 14, 2006 as a means of assisting the Company in attracting and retaining qualified non-employee directors, executive and other key employees and to promote the success of the Company by providing certain non-employee directors, executives and other key employees of the Company with a shared interest in increasing the value of the Company and sustaining its growth. The Global Hyatt Corporation Long-Term Incentive Plan as amended by the First Amendment thereto effective November 13, 2007 is referred to herein as the “ Original Plan ”. The following is an amendment and restatement of the Original Plan in the form of this Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (the “ Plan ”), which is intended to (i) expand the types of awards that may be granted under the terms of the Plan, (ii) expand the individuals to whom awards under the Plan may be granted, and (iii) to provide greater flexibility in the terms and conditions of awards that may be granted under the Plan.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “ Administrator ” shall mean the entity that conducts the general administration of the Plan as provided in Article 11. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “ Award ” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalent award, a Deferred Stock award, a Stock Payment award or a Stock Appreciation Right, which may be awarded or granted under the Plan (collectively, “ Awards ”).

2.3 “ Award Agreement ” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including, without limitation, through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.4 “ Board ” shall mean the Board of Directors of the Company.

2.5 “ Change in Control ” shall mean the date the Family Business Units or members of the Pritzker Family cease to own, directly or indirectly, securities representing (a) at least twenty percent (20%) of the total voting power represented by securities of the Company (or its corporate parent) and (b) a larger percentage of the total voting power represented by securities of the Company than is owned, directly or indirectly, by any other person or group of related persons, as defined in Sections 13(d) and 14(d) of the Exchange Act. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, then such transaction or event triggering clause (a) or (b) of this Section 2.5 with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A. The Administrator may make such modifications to the definition of “Change in Control” as it determines appropriate following an IPO or Rule 144 Offering or such other business condition as the Administrator deems necessary and appropriate. The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

2.6 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.7 “ Committee ” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 11.1.

2.8 “ Common Stock ” shall mean the common stock of the Company, par value $0.01 per share.

2.9 “ Company ” shall mean Global Hyatt Corporation a Delaware corporation.

2.10 “ Consultant ” shall mean any consultant or adviser to the Company or of any Subsidiary that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

2.11 “ Deferred Stock ” shall mean a right to receive Common Stock awarded under Section 8.4.

2.12 “ Director ” shall mean a member of the Board, or as applicable, a member of the board of directors of a Subsidiary.

2.13 “ Dividend Equivalent ” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 8.2.

2.14 “ DRO ” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.15 “ Effective Date ” shall mean the date this Plan is approved by the Board, subject to approval of the Plan by the Company’s stockholders.

2.16 “ Eligible Individual ” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committee.

2.17 “ Employee ” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or of any Subsidiary.

2.18 “ Equity Restructuring ” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

2.19 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.20 “ Family Business Unit ” shall mean any business entity owned or controlled directly or indirectly by or for the benefit of members of the Pritzker Family.

2.21 “ Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (as defined in Section 424(e) of the Code).

2.22 “ Holder ” shall mean a person who has been granted an Award.

2.23 Incentive Stock Option ” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.24 “ IPO ” shall mean the initial sale of shares by the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the federal securities laws.

2.25 “ Non-Employee Director ” shall mean a Director who is not an Employee.

2.26 “ Non-Qualified Stock Option ” shall mean an Option that is not intended to be an Incentive Stock Option.

2.27 “ Option ” shall mean a right to purchase shares of Common Stock at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided , however , that Options granted to Non-Employee Directors and Consultants shall be Non-Qualified Stock Options.

2.28 “ Original Plan ” shall mean the Global Hyatt Long-Term Incentive Plan as in effect prior to the Effective Date.

2.29 “ Performance Award ” shall mean a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Section 8.1.

2.30 “ Plan ” shall mean this Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan, as it may be further amended or restated from time to time.

2.31 “ Pritzker Family ” shall mean all of the lineal descendants of Nicholas J. Pritzker (deceased) and all of their respective spouses and former spouses and children.

2.32 “ Restricted Stock ” shall mean Common Stock awarded under Article 7 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.33 “ Restricted Stock Units ” shall mean the right to receive Common Stock awarded under Section 8.5.

2.34 “ Rule 144 Offering ” shall mean an offering of the securities of the Company (or its corporate parent) to the public that satisfies the requirements of Rule 144 under the Securities Act or in a private placement of securities similar in form and content to an offering that would satisfy Rule 144.

2.35 “ Securities Act ” shall mean the Securities Act of 1933, as amended.

2.36 “ Share Value ” shall mean, as of any given date, the fair market value of a share of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or national market system, the Share Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Common Stock is regularly quoted by a recognized securities dealer but closing sales prices are not reported, the Share Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c) If the Common Stock is neither listed on an established stock exchange or a national market system nor regularly quoted by a recognized securities dealer, the Share Value shall be the determined by the Administrator in its discretion based upon either:

(i) an appraisal as of the most recent Valuation Date. Such appraisal is intended to reflect a reasonable valuation of the Company as contemplated by Treasury Regulation §1.409A-1(b)(5)(iv)(B)(2)(i), or any successor thereto. As such, the appraisal shall be made by a qualified independent firm designated by the Administrator, which firm is of a national reputation and has relevant

experience in performing such valuations. The appraisal firm shall use valuation principles and methods substantially similar to those used in the appraisals historically performed for the Company in 2007, including, but not limited to, those related to enterprise value and the absence of any discount for lack of marketability or minority interest, or of any premium for control; or

(ii) the price paid for each share of Common Stock in a transaction between a willing buyer and a willing seller, neither under compulsion to buy or sell; provided, however, that transactions between the Company and any Family Business Unit or member of the Pritzker Family shall not be considered for this purpose.

2.37 “ Stock Appreciation Right ” means a right granted pursuant to Article 9 to receive a payment equal to the excess of the Share Value of a specified number of shares of Common Stock on the date the Stock Appreciation Right is exercised over an exercise price set forth in the applicable Award Agreement.

2.38 “ Stock Payment ” shall mean (a) a payment in the form of shares of Common Stock, or (b) an option or other right to purchase shares of Common Stock, as part of a bonus, deferred compensation or other arrangement, awarded under Section 8.3.

2.39 “ Subsidiary ” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.40 “ Substitute Award ” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.41 “ Termination of Service ” shall mean,

(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous commencement of employment with the Company or any Subsidiary.

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding: (i) a termination where there is simultaneous employment by the Company (or a Subsidiary) of such person and (ii) a termination which is followed immediately by such Holder becoming a Consultant.

(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) a termination where there is an immediate reemployment or continuing employment of a Holder by the Company or any Subsidiary, (ii) a termination which is followed immediately by such Holder becoming a Consultant, (iii) a termination where the former employee continues as a Non-Employee Director, and (iv) at the discretion of the Administrator, a termination which results in a temporary severance of the employee-employer relationship.

(d) The Administrator, in its discretion, shall determine the effect of all matters and questions relating to Termination of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause. and all questions of whether particular leaves of absence constitute Termination of Service; provided , however , that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or Non-Employee Director or other change in the employee-employer relationship shall constitute a Termination of Service if, and to the extent that such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

2.42 “ Valuation Date ” shall mean the immediately preceding December 31 or a date after such December 31 as the Administrator shall declare to be a Valuation Date in order to update the Share Value to reflect events subsequent to such December 31 that may materially affect the Share Value.

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares .

(a) Subject to Section 12.2 and Section 3.1(b) the aggregate number of shares of Common Stock which may be issued or transferred pursuant to Awards under the Plan is 13,750,000.

(b) To the extent that an Award terminates, expires, is settled in cash or lapses for any reason without the delivery of shares to the Holder, then any shares of Common Stock subject to such Award shall again be available for the grant of an Award pursuant to the Plan. Any shares of Common Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an Award pursuant to the Plan. Any shares of Common Stock repurchased by the Company at the same price paid by the Holder so that such shares are returned to the Company will again be available for Awards. To the extent permitted by applicable law or any exchange rule, shares of Common Stock issued in assumption

of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Common Stock available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

3.2 Stock Distributed . Any Common Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock or treasury Common Stock.

ARTICLE 4.

GRANTING OF AWARDS

4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, consistent with the requirements of the Plan; provided, however, that Awards may not be granted to any Eligible Individual who is eligible for future awards under the Global Hyatt Deferred Incentive Plan. Although, Awards may not be granted each year to Eligible Individuals, once an Eligible Individual has been granted an Award they will be considered a Holder and a participant in this Plan until all Awards held by such Eligible Individual are exercised, paid out or otherwise terminated.

4.2 Award Agreement . Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including, without limitation, any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.4 At-Will Employment . Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.

4.5 Foreign Holders . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign stock exchange, the Administrator, in its discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign stock exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided , however , that no such subplans and/or modifications shall increase the share limitations contained in Section 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act or any other securities law or governing statute or any other applicable law.

ARTICLE 5.

GRANTING OF OPTIONS

5.1 Granting of Options to Eligible Individuals . The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its discretion, on such terms and conditions as it may determine consistent with the Plan.

5.2 Qualification of Incentive Stock Options . No Incentive Stock Option shall be granted to any person who is not an Employee. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any Subsidiary or parent corporation thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of the Common Stock shall be determined as of the time the respective Options were granted.

5.3 Option Exercise Price . The exercise price per share of Common Stock subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Share Value on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of

Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Share Value on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

5.4 Option Term . The term of each Option shall be set by the Administrator in its discretion; provided , however , that the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including, without limitation, the time period following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend beyond the term of the Option term. Except as limited by requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service.

5.5 Option Vesting .

(a) The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.

(b) No portion of an Option which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.

5.6 Substitute Awards . Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Share Value per share on the date of grant, provided , that the excess of: (a) the aggregate Share Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

5.7 Substitution of Stock Appreciation Rights . The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided , that such Stock Appreciation Right shall be exercisable with respect to the same number of shares of Stock for which such substituted Option would have been exercisable.

ARTICLE 6.

EXERCISE OF OPTIONS

6.1 Partial Exercise . An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.

6.2 Manner of Exercise . All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity or in such manner as designated by the Administrator, or his, her or its office, as applicable:

(a) A written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;

(b) Such representations and documents as the Administrator, in its discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c) In the event that the Option shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option; and

(d) Full payment of the exercise price and applicable withholding taxes to the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 10.1 and 10.2.

6.3 Notification Regarding Disposition . The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including, without limitation, the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.

ARTICLE 7.

AWARD OF RESTRICTED STOCK

7.1 Award of Restricted Stock .

(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals. The Administrator shall determine the terms and conditions, including, without limitation, the restrictions applicable to each award of Restricted Stock, consistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided , however , that such purchase price shall be no less than the par value of the Common Stock to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.

7.2 Rights as Stockholders . Subject to Section 7.4, and further subject to the restrictions in the relevant Award Agreement, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by and in the discretion of the Administrator, all the rights of a stockholder with respect to said shares; provided , however , that, in the discretion of the Administrator, any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set forth in Section 7.3.

7.3 Restrictions . All shares of Restricted Stock (including, without limitation, any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Company, Company performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

7.4 Repurchase or Forfeiture of Restricted Stock . If no price was paid by the Holder for the Restricted Stock, upon a Termination of Service the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company without consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be

specified in the Award Agreement The Administrator in its discretion may provide that in the event of certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a right of repurchase.

7.5 Evidence of Issuance of Restricted Stock . Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine, including electronically. Any certificates issued, or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in its discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.

7.6 Section 83(b) Election . If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

ARTICLE 8.

AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED

STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS

8.1 Performance Awards .

(a) The Administrator is authorized to grant Performance Awards to any Eligible Individual. The value of Performance Awards may be linked to any one or more of the performance criteria as determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. In making such determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Eligible Individual. Performance Awards may be paid in cash, shares of Common Stock, or both, as determined by the Administrator.

(b) Without limiting Section 8.1(a), the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective performance goals which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.

8.2 Dividend Equivalents . Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator.

8.3 Stock Payments . Stock Payments may be granted by the Administrator to Eligible Individuals. The number or value of shares of any Stock Payment shall be determined by the Administrator and may be based upon any criteria selected by the Administrator, including, without limitation, service to the Company or any Subsidiary. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

8.4 Deferred Stock . Deferred Stock awards may be granted by the Administrator to Eligible Individuals. The number of shares of Deferred Stock shall be determined by the Administrator and may be based on such criteria, including, without limitation, service to the Company or any Subsidiary, as the Administrator selects, in each case on a specified date or dates or over any period or periods determined by the Administrator. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule or other conditions or criteria set by the Administrator. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award has vested and the Common Stock underlying the Award has been issued to the Holder.

8.5 Restricted Stock Units . The Administrator is authorized to make grants of Restricted Stock Units to Eligible Individuals, on such terms and conditions as determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, service to the Company or any Subsidiary, in each case on a specified date or dates or over any period or periods, as the Administrator determines. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the shares of Common Stock underlying the Restricted Stock Units which shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code. On the distribution dates, the Company shall issue to the Holder one unrestricted, fully transferable share of Common Stock for each vested and nonforfeitable Restricted Stock Unit.

8.6 Term . The term of a Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award shall be set by the Administrator in its discretion.

8.7 Exercise or Purchase Price . The Administrator may establish the exercise or purchase price of a Performance Award, shares of Deferred Stock, shares distributed as a Stock Payment award or shares distributed pursuant to a Restricted Stock Unit award; provided , however , that value of the consideration shall not be less than the par value of a share of Common Stock, unless otherwise permitted by applicable state law.

8.8 Exercise upon Termination of Service . A Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its discretion may provide that the Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award may be exercised or distributed subsequent to a Termination of Service in certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 9.

AWARD OF STOCK APPRECIATION RIGHTS

9.1 Granting of Stock Appreciation Rights to Eligible Individuals .

(a) The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its discretion, on such terms and conditions as it may determine consistent with the Plan.

(b) A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by subtracting the exercise price per share of the Stock Appreciation Right from the Share Value on the date of exercise of the Stock Appreciation Right and then multiplying the difference by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose.

9.2 Exercise Price . The exercise per share of Common Stock subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Share Value on the date the Stock Appreciation Right is granted.

9.3 Stock Appreciation Right Vesting .

(a) The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Stock Appreciation Right vests.

(b) No portion of an Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.

9.4 Manner of Exercise . All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity or in such manner as designated by the Administrator, or his, her or its office, as applicable:

(a) A written notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;

(c) In the event that the Stock Appreciation Right shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right.

9.5 Payment. Payment of the amounts determined under Section 9.1(b) above shall be made in Common Stock (based on its Share Value as of the date the Stock Appreciation Right is exercised) unless due to the occurrence of unusual events, the Administrator shall determine that such payment shall be made in cash. If shares of Common Stock are deliverable upon exercise of the Stock Appreciation Right, then any fractional shares shall be paid in cash. ¹

ARTICLE 10.

ADDITIONAL TERMS OF AWARDS

10.1 Payment . The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) shares of Common Stock (including, without limitation, in the case of payment of the exercise price of an Award, shares of Common Stock issuable pursuant to the exercise of the Award) or shares of Stock held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Share Value on the date of delivery equal to the aggregate payments required, (c) delivery of a notice that the Holder has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other property acceptable to the Administrator. The Administrator shall also determine the methods by which shares of Common Stock shall be delivered or deemed to be delivered to Holders. Notwithstanding

¹	Conformed to Section 6(d) of the Original Plan.

any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

10.2 Tax Withholding . The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including, without limitation, the Holder’s FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow a Holder to elect to have the Company withhold shares of Common Stock otherwise issuable under an Award (or allow the surrender of shares of Common Stock). The number of shares of Common Stock which may be so withheld or surrendered shall be limited to the number of shares which have a Share Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Common Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option exercise price or any tax withholding obligation.

10.3 Transferability of Awards .

(a) Except as otherwise provided in Section 10.3(b) or other agreements entered into between the Company and any Holder:

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

(ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including, without limitation, bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

(iii) During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution.

(b) Notwithstanding Section 10.3(a), the Administrator, in its discretion, may determine to permit a Holder to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any Award which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer. For purposes of this Section 10.3(b), “ Permitted Transferee ” shall mean, with respect to a Holder, any “family member” of the Holder, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, or any other transferee specifically approved by the Administrator after taking into account any state, federal, local or foreign tax and securities laws applicable to transferable Awards.

(c) Notwithstanding Section 10.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a community property state, a designation of a person other than the Holder’s spouse as his or her beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written consent of the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator.

10.4 Conditions to Issuance of Shares .

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board may require that a Holder make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

(b) All Common Stock certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Common Stock is listed, quoted, or traded. The Administrator may place legends on any Common Stock certificate or book entry to reference restrictions applicable to the Common Stock.

(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including, without limitation, a window-period limitation, as may be imposed in the discretion of the Administrator.

(d) The Administrator may impose a holding period and transfer conditions and/or restrictions on any shares of Common Stock received under an Award pursuant to the Plan as it may deem advisable, including, without limitation, but not limited to requiring the Holder to enter into a stockholders or other agreement relating to such matters.

(e) No fractional shares of Common Stock shall be issued and the Administrator shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(f) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Holder certificates evidencing shares of Common Stock issued in connection with any Award and instead such shares of Common Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

10.5 Forfeiture Provisions . Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Stock underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator, or (iii) the Holder incurs a Termination of Service for “cause” (as such term is defined in the discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder).

ARTICLE 11.

ADMINISTRATION

11.1 Administrator . The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of the New York Stock Exchange (or other principal securities market on which shares of Stock are traded); provided, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6.

11.2 Duties and Powers of the Administrator . It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Award Agreement are not affected adversely. Any such grant or award under the Plan need not be the same with respect to each holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the discretion of the Committee.

11.3 Action by the Committee . Unless otherwise established by the Board or in any charter of the Committee, as long as the Committee is the Administrator, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

11.4 Authority of Administrator . Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and discretion to:

(a) Select and designate Eligible Individuals to receive Awards;

(b) Determine the type or types of Awards to be granted to each Holder;

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition, non-solicitation, confidentiality, and recapture of gain on an Award, based in each case on such considerations as the Administrator in its discretion determines;

(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

11.5 Decisions Binding . The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

11.6 Delegation of Authority . To the extent permitted by applicable law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards; provided, however , that in no event shall an officer be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or

Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board and the Committee.

ARTICLE 12.

MISCELLANEOUS PROVISIONS

12.1 Amendment, Suspension or Termination of the Plan . Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator. However, without prior approval of the Company’s stockholders no amendment may, except as provided in Section 12.2, (i) increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan, or (ii) decrease the exercise price of any outstanding Option or any Stock Appreciation Right granted under the Plan. Stockholder approval shall be by a vote of a majority of the votes cast at a meeting or a majority of the Company’s stockholders if action is taken by written consent. Except as provided in Section 12.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Incentive Stock Options be granted under the Plan after the tenth (10 ^th ) anniversary of the Effective Date.

12.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events .

(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of shares which may be issued under the Plan, adjustments of the Award Limit); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan.

(b) In the event of any transaction or event described in Section 12.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either

automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in its discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(iii) To make adjustments in the number and type of shares of the Company’s stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including, without limitation, the grant or exercise price), and the criteria included in, outstanding Awards which may be granted in the future;

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and

(v) To provide that the Award cannot vest, be exercised or become payable after such event.

(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b):

(i) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted. The adjustments provided under this Section 12.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.

(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of shares which may be issued under the Plan).

(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event an Award is assumed or an equivalent Award substituted, and a Holder has a Termination of Service upon or within twelve (12) months following the Change in Control, then such Holder shall be fully vested in such assumed or substituted Award.

(e) In a Change in Control if the successor corporation refuses to assume or substitute for the Award, then the Administrator may cause any or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.

(f) For the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided , however , that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each share of Common Stock subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

(g) The Administrator may, in its discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(h) No adjustment or action described in this Section 12.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions.

(i) The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization,

reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(j) No action shall be taken under this Section 12.2 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.

(k) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or the share price of the Stock including, without limitation, any Equity Restructuring, for reasons of administrative convenience, the Company in its discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction.

12.3 Approval of Plan by Stockholders . The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of this Plan.

12.4 No Stockholders Rights . Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Holder becomes the record owner of such shares of Common Stock.

12.5 Paperless Administration . In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

12.6 Effect of Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including, without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

12.7 Compliance with Laws . The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including, but not limited to state, federal

and foreign securities law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

12.8 Discretion . Whenever the Administrator, Company, Committee or Board exercises its discretion under the Plan, such discretion shall be in its sole and absolute discretion.

12.9 Titles and Headings, References to Sections of the Code or Exchange Act . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

12.10 Governing Law . The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

12.11 Section 409A . To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including, without limitation, such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including, without limitation, amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

12.12 No Rights to Awards . No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.

12.13 Unfunded Status of Awards . The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.

12.14 Indemnification . To the extent allowable pursuant to applicable law, the Administrator, each member of the Committee, each member of the Board, each member of any committee appointed by the Board and any officer of the Company or any of its Subsidiaries to whom authority was delegated under or in connection with this Plan, shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.15 Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.16 Expenses . The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

12.17 Arbitration .

(a) Except as otherwise specially provided in this Plan or an Award Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Plan, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association (“ AAA ”). Either party may initiate arbitration by notice to the other party (a “ Request for Arbitration ”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Holder from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by the Company within fifteen (15) days after delivery of the Request for Arbitration. The Holder will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Holder within such fifteen-day time period, then the Holder shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Holder fails to appoint a person to serve as arbitrator from the list of at least five

(5) qualified individuals within ten (10) days after its receipt of such list from the Company, the Company shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to the action and who has at least ten (10) years of experience in the practice of law with experience in executive compensation matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b) The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including, without limitation, injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “ Claim ”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including, without limitation, the courts of Cook County, Illinois. The Company and each Holder under this Plan irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. THE COMPANY AND EACH HOLDER IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 12.16(a) OF THIS PLAN .

(c) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including, without limitation, professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Global Hyatt Corporation on March 11, 2008.

* * * * *

I hereby certify that the foregoing Plan was approved by the stockholders of Global Hyatt Corporation as of May 12, 2008.

Executed on this 12 ^th day of May, 2008.

/s/ Susan T. Smith

Corporate Secretary

AMENDMENT NO. 1 TO

AMENDED AND RESTATED GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

ARTICLE 13.

HISTORY AND PURPOSE

On February 26, 2008 and March 11, 2008, the Compensation Committee of the Board of Directors of the Company and the Board of Directors of the Company, respectively, adopted the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (the “ New Plan ”), and effective as of May 12, 2008 the stockholders of the Corporation ratified and approved the New Plan in all respects.

The following is an amendment (the “ Amendment ”) of the New Plan (such New Plan, as amended, the “ Plan ”) which is intended to replace the term “Holder” throughout the Plan with the term “Participant”, and make certain modifications required by such replacement. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Plan.

ARTICLE 14.

AMENDMENT

14.1 Amendment and Replacement of the term “Holder” . The New Plan is hereby amended by deleting all references to the term “Holder” therefrom and replacing such term with the term “Participant”.

14.2 Amendment to Section 7.3 . The first sentence of Section 7.3 of the New Plan is hereby amended by deleting the word “thereof”.

14.3 Amendment to Section 8.4 . The last sentence of Section 8.4 of the New Plan is hereby amended by replacing the word “of” with the word “holding”.

14.4 No Other Amendments . Except as specifically amended hereby, the New Plan shall continue in full force and effect as written.

14.5 Governing Law . This Amendment and the Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

* * * * *

I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of Global Hyatt Corporation on September 10, 2008.

Executed on this 10th day of September, 2008.

/s/ Susan T. Smith

Corporate Secretary

AMENDMENT NO. 2 TO

AMENDED AND RESTATED GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

ARTICLE 15.

HISTORY

The Global Hyatt Corporation Long-Term Incentive Plan was originally adopted by Global Hyatt Corporation, a Delaware corporation (the “ Company ”) effective February 14, 2006.

On February 26, 2008 and March 11, 2008, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) and the Board of Directors of the Company (the “ Board ”), respectively, adopted the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (the “ New Plan ”), and effective as of May 12, 2008 the stockholders of the Company ratified and approved the New Plan in all respects.

On September 10, 2008, the Committee, in its capacity as Administrator under the New Plan, adopted Amendment No. 1 to the New Plan.

The following is the second amendment (“ Amendment No. 2 ”) of the New Plan (such New Plan, as amended by Amendment No. 1 and Amendment No. 2, the “ Plan ”) which is intended to revise Sections 4.1 and 11.1 of the Plan.

The Board has designated the Committee to serve as Administrator (the “ Administrator ”) of the Plan and, pursuant to Section 12.1 of the Plan, the Administrator has the authority to amend the Plan without the consent of the Company’s stockholders. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Plan.

ARTICLE 16.

AMENDMENT

16.1 Amendment to Section 4.1 . The first sentence of Section 4.1 of the New Plan is hereby amended by deleting the phrase “provided, however, that Awards may not be granted to any Eligible Individual who is eligible for future awards under the Global Hyatt Deferred Incentive Plan.”

16.2 Amendment and Replacement to Section 11.1 . The first sentence of Section 11.1 of the New Plan is hereby deleted and replaced in its entirety with the following sentences:

“The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board. On and after an IPO, it shall be intended that each member of the Committee shall qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules

of the New York Stock Exchange (or other principal securities market on which shares of Stock are traded); provided , that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or otherwise provided in any charter of the Committee.”

16.3 No Other Amendments . Except as specifically amended by Amendment No. 1 or hereby, the New Plan shall continue in full force and effect as written.

16.4 Governing Law . This Amendment No. 2 and the Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

* * * * *

I hereby certify that the foregoing Amendment No. 2 was duly adopted by the Compensation Committee of the Board of Directors of Global Hyatt Corporation on May 12, 2009.

Executed on this 9 ^th day of June, 2009.

/s/ Susan T. Smith

Corporate Secretary

AMENDMENT NO. 3 TO

AMENDED AND RESTATED GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

ARTICLE 1.

HISTORY

The Global Hyatt Corporation Long-Term Incentive Plan was originally adopted by Hyatt Hotels Corporation, a Delaware corporation (the “ Company ”), effective February 14, 2006.

On September 10, 2008 and May 12, 2009, the Committee, in its capacity as Administrator under the New Plan, adopted Amendment No. 1 and Amendment No. 2, respectively, to the New Plan.

The Company changed its name from “Global Hyatt Corporation” to “Hyatt Hotels Corporation” on June 30, 2009.

The following is the third amendment (“ Amendment No. 3 ”) of the New Plan (such New Plan, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “ Plan ”) which is intended to (i) reflect the name change of the Company, (ii) amend the definition of Change in Control (and certain related defined terms), (iii) increase the limit on the aggregate number of shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), which may be issued or transferred pursuant to Awards (as such term is defined in the Plan) under the Plan by 5,000,000, so that a total of 18,750,000 shares of Common Stock may be issued or transferred pursuant to Awards under the Plan, and (iv) subject to and effective upon the filing of an amended and restated certificate of incorporation of the Company that provides for “dual class stock” (the “ Restated Certificate ”), amend the definition of “Common Stock” under the LTIP to mean Class A Common Stock, par value $0.01 per share.

The Board has designated the Committee to serve as Administrator (the “ Administrator ”) of the Plan and, pursuant to Section 12.1 of the Plan, the Administrator has the authority to amend the Plan; provided , however , no amendment may be effected without the consent of the Company’s stockholders to increase the limits imposed in Section 3.1 of the Plan on the maximum number of shares which may be issued under the Plan. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Plan.

ARTICLE 2.

NAME CHANGE

2.1 Amendments to Reflect Name Change . The New Plan is hereby amended by replacing the following references to “Global Hyatt Corporation” in the Plan with “Hyatt Hotels Corporation”: (i) the second reference in the first sentence of Article I , (ii) the last sentence of Article I , (iii) Section 2.9 and (iv) Section 2.30 .

The name of the Plan is also hereby amended and restated as the “Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan”.

ARTICLE 3.

AMENDMENT

3.1 Amendment to Section 2.5 . Section 2.5 of the New Plan is hereby deleted and replaced in its entirety with the following:

“‘ Change in Control ’ means (a) prior to the consummation of a public offering in which the Company offers for sale shares of its common stock or other equity interests pursuant to an effective registration statement on Form S-1 or otherwise under the Securities Act of 1933, as amended (an “ IPO ”), Pritzker Affiliates shall fail to own more than 50% of the combined voting power of all Voting Stock of the Company and (b) following an IPO, any Person or two or more Persons acting in concert (other than (i) any Pritzker Affiliate or (ii) any Pritzker Affiliate along with any other stockholder which, together with its Affiliates, owns more than 5% of the combined voting power or the Voting Stock as of June 30, 2009 (a “ Non-Pritzker Affiliate Existing Shareholder ”) so long as Pritzker Affiliates continue to own more Voting Stock than such Non-Pritzker Affiliate Existing Shareholder) shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Company. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Exchange Act.”

3.2 Contingent Amendment to Section 2.8 . Subject to and effective upon the filing of the Restated Certificate, of Section 2.8 shall automatically be deleted and replaced in its entirety with the following:

“‘ Common Stock ’ shall mean the Class A Common Stock of the Company, par value $0.01 per share.”

3.3 Amendment to Section 2.24 . Section 2.24 of the New Plan is hereby deleted and replaced in its entirety with the following:

“‘ IPO ’ has the meaning ascribed to such term in Section 2.5 .”

3.4 Amendment to Article 2 . Article 2 of the New Plan is hereby amended by adding the following definitions:

“2.1a ‘ Affiliate ’ means as to any Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. “Control” for these purposes shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or action of any person or entity, and the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.”

“2.29a ‘ Person ’ means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any governmental authority.”

“2.30a ‘ Pritzker Affiliate ’ means (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts; (iii) all legal representatives of any person or trust described in clauses (i) or (ii); and (iv) all partnerships, corporations, limited liability companies or other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (i), (ii) or (iii). “Control” for these purposes shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or action of any person or entity, and the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.”

“2.42a ‘ Voting Stock ’ means, with respect to the Company, each class of securities the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of the Company, even though the right so to vote has been suspended by the happening of such a contingency.”

3.5 Amendment to Section 3.1 . Subject to stockholder approval, Section 3.1 of the New Plan is hereby amended by deleting the number “13,750,000” and replacing it with “18,750,000”.

3.6 No Other Amendments . Except as specifically amended by Amendment No. 1, Amendment No. 2 or hereby, the New Plan shall continue in full force and effect as written.

3.7 Governing Law . This Amendment No. 3 and the Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

* * * * *

I hereby certify that the foregoing Amendment No. 3 was duly adopted by the Compensation Committee of the Board of Directors of Hyatt Hotels Corporation on July 28, 2009.

* * * * *

I hereby certify that the foregoing Amendment No. 3 was approved by the stockholders of Hyatt Hotels Corporation on July 30, 2009.

Executed on this 30 day of July, 2009.

/s/ Robert W. K. Webb

Chief Human Resources Officer

Exhibit 10.3

GLOBAL HYATT CORPORATION

Non-Employee Director

Restricted Stock Unit Award Agreement

Participant:

The following sets forth the terms of your Global Hyatt Corporation Restricted Stock Unit (“ RSU ”) Award.

RSU AWARD:

Grant Date:

RSUs Granted:

The Restricted Stock Unit Award that is described and made pursuant to this Restricted Stock Unit Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ LTIP ”) and the Global Hyatt Corporation Deferred Compensation Plan for Directors (the “ Deferred Compensation Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement, the LTIP and the Deferred Compensation Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of common stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the LTIP, this Award Agreement, the Deferred Compensation Plan and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the RSUs granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the LTIP or the Deferred Compensation Plan.

Type of Award :

Restricted Stock Units, or “ RSUs ”.

An RSU entitles the Participant to receive an equal number of shares of Common Stock at settlement, as described below.

Vesting :

The RSUs are fully vested and nonforfeitable at all times.

Settlement and Payment of RSUs :

RSUs shall be settled and shares of Common Stock delivered on [March 31, 2013 or Separation from Service] .

Settlement will be accomplished through the issuance of shares of Common Stock to the Participant equal to the number of RSUs to be settled and paid. The Administrator may direct that the settlement shall be made in cash. The issuance of shares or payment of cash will be subject to tax withholding, as provided below.

Dividend Equivalent Rights :

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Common Stock issued upon settlement of RSUs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the LTIP and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock upon settlement of RSUs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the LTIP or the Deferred Compensation Plan, upon receipt of shares of Common Stock, the Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares of Common Stock received upon settlement of the RSUs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Call Right :

Following the termination of the Participant’s Service, the Company shall have the right to call any such shares in full or in part on the terms set forth in the Stockholder’s Agreement. Payment for any shares of Common Stock called by the Company shall be made on the terms set forth in the Stockholders’ Agreement.

Taxes :

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of RSUs :

RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the RSUs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.

Signature page follows

Please return executed copies of this Award Agreement and attached Spousal Consent/ Acknowledgement to Robb Webb, Chief Human Resources Officer as soon as possible.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*
*Title:*						*Date:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the LTIP, the Deferred Compensation Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the RSUs granted to my spouse and on any shares which may be issued upon settlement of the RSUs. I agree that my spouse’s interest in the RSUs and in any such shares shall be irrevocably bound by the Plan, the Deferred Compensation Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the RSUs and shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/ Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.

Signature of Participant’s Spouse:




Print Name:

Married Participants : I, the undersigned Participant, do hereby certify and acknowledge that the signature set forth above is the true and genuine signature of my Spouse.

Signature of Participant:




Print Name:

Unmarried Participants : I, the undersigned Participant, do hereby certify and acknowledge that I am unmarried.

Signature of Participant:




Print Name:

Exhibit 10.4

GLOBAL HYATT CORPORATION

Non-Employee Director

Restricted Stock Award Agreement

Participant:

The following sets forth the terms of your Global Hyatt Corporation Restricted Stock Award.

AWARD:

Grant Date:

Shares Granted:

The Restricted Stock Award that is described and made pursuant to this Restricted Stock Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and all shares of Common Stock issued as Restricted Stock shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the Restricted Stock granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Restricted Stock, which is the grant of actual shares of Common Stock to the Participant subject to the vesting and other terms set forth in this Award Agreement.

Vesting :

The Restricted Stock shall be fully vested and non-forfeitable at grant.

Voting and Dividend Rights :

Subject only to the terms of the Stockholders’ Agreement, the Participant shall have all rights and privileges of a stockholder, with respect to the Restricted Stock.

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Restricted Stock (whether or not vested) will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares of Common Stock, the Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares of Common Stock or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Certificates :

The Company shall cause the Restricted Stock to be issued and a stock certificate or certificates representing the Restricted Stock to be registered in the Participant’s name or held in book entry form promptly upon execution of this Award Agreement, but if a stock certificate or certificates are issued, they shall be delivered to, and held in custody by the Company subject to the Stockholders’ Agreement.

Please return executed copies of this Award Agreement and attached Spousal Consent/ Acknowledgement to Robb Webb, Chief Human Resources Officer as soon as possible.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*
*Title:*						*Date:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the shares of Restricted Stock granted to my spouse. I agree that my spouse’s interest in the shares of Restricted Stock shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Signature of Participant’s Spouse:




Print Name:

Married Participants : I, the undersigned Participant, do hereby certify and acknowledge that the signature set forth above is the true and genuine signature of my Spouse.

Signature of Participant:




Print Name:

Unmarried Participants : I, the undersigned Participant, do hereby certify and acknowledge that I am unmarried.

Signature of Participant:




Print Name:

Exhibit 10.5

GLOBAL HYATT CORPORATION

Special Cash Award Agreement

Participant: [ ]

The following sets forth the terms of your Performance Award paid in cash (your “ Special Cash Award ”).

SPECIAL CASH AWARD:


Special Cash Award Granted:		[ ]

VESTING SCHEDULE:


Vesting Schedule:		Subject to acceleration in certain circumstances, the Special Cash Award shall vest and become payable on the following vesting dates:

		• Initial 25% of the Cash Award on April 1, [ ]

		• Additional 25% of the Cash Award on April 1, [ ]

		• Additional 25% of the Cash Award on April 1, [ ]

		• Additional 25% of the Cash Award on April 1, [ ]

The Performance Award that is described and made pursuant to this Special Cash Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan; and

•

you acknowledge that you have received, read and understood the Plan, and this Award Agreement and are familiar with the terms and provisions of each.

The following terms and conditions apply to the Performance Award granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Special Cash Award.

The Special Cash Award entitles the Participant to receive cash from the Company, subject to the provisions of this Award Agreement and the provisions of the Plan.

Vesting :

The Special Cash Award shall vest and become payable according to the schedule set forth above. The Special Cash Award will vest on such dates only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through such vesting date. “ Service ” for purposes of this Award Agreement shall mean employment as an Employee, or service to the Company as a Director or Consultant.

Except as provided below, any unvested portion of the Special Cash Award will be forfeited upon Termination of Service.

Vesting of the Special Cash Award will accelerate in the following circumstances:

•

In the event of Termination of Service due to death or disability (as determined by the Administrator based on eligibility for benefits under the Company’s long-term disability program), the Special Cash Award will vest in full and shall be paid as part of the next regularly scheduled payroll that immediately follows Termination of Service.

•

In the event of a Change in Control, payment or vesting of the Special Cash Award will accelerate to the extent provided in Section 12.2(d) of the Plan.

Payment of the Special Cash Award :

The vested portion of the Special Cash Award, less any legally required and voluntarily elected withholdings, shall be paid as part of the next regularly scheduled payroll following vesting.

Tax Withholding :

Unless paid in cash by the Participant at the time of vesting, the Company will deduct or withhold from the Special Cash Award an amount equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to the payment.

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of Special Cash Award :

The Special Cash Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, amounts payable with respect to the Special Cash Award shall be paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.

Repayment Obligation Upon Detrimental Conduct :

In the event the Participant engages in “detrimental conduct” (as defined below), at any time prior to April 1, 2013, the Participant shall forfeit the unvested portion of the Special Cash Award and shall be required to repay to the Company all after-tax amounts received by the Participant in payment of the vested portion of the Special Cash Award within thirty (30) days after the Administrator gives written notice to the Participant of his or her detrimental conduct. The Company may offset and withhold any such amounts due and owing from the Participant against any amounts otherwise due and owing from the Company to the Participant.

The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreement with the Company entered into by the Participant in connection with or pursuant to the Plan.

Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.

Signature page follows.

If a fully-executed copy of this Award Agreement is not returned to the Company by 5:00 pm (Central Time) on [ ] the grant of Special Cash Award hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*
*Title:*						*Date:*

Exhibit 10.6

GLOBAL HYATT CORPORATION

Special Restricted Stock Unit Award Agreement

Participant: [ ]

The following sets forth the terms of your Global Hyatt Corporation Special Restricted Stock Unit (“ RSU ”) Award.

RSU AWARD:


RSUs Granted:		[ ]

VESTING SCHEDULE:


Grant Date:	[ ]

Vesting Schedule:	Subject to acceleration in certain circumstances, the RSUs vest on the following vesting dates:

	•	10% of the RSUs on April 1, [ ]

	•	25% of the RSUs on April 1, [ ]

	•	25% of the RSUs on April 1, [ ]

	•	40% of the RSUs on April 1, [ ]

The Restricted Stock Unit Award that is described and made pursuant to this Special Restricted Stock Unit Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement, dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of Common Stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the RSUs granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Restricted Stock Units, or RSUs.

An RSU entitles the Participant to receive an equal number of shares of Common Stock at settlement, as described below.

Vesting :

The RSUs vest according to the schedule set forth above. RSUs will vest on such dates only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through such vesting date. “ Service ” for purposes of this Award Agreement shall mean employment as an Employee, or service to the Company as a Director or Consultant.

Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. Once vested RSUs will become payable and settled by delivery of shares of Common Stock, as provided below.

Vesting of the RSUs will accelerate in the following circumstances:

•

In the event of Termination of Service by the Company other than for “detrimental conduct” (as defined in Exhibit A attached hereto and made a part hereof), the Participant will, for vesting purposes only, be treated as if he were employed until the April 1 next following such Termination of Service.

•

In the event of a Change in Control vesting of the RSUs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in detrimental conduct.

Settlement and Payment of RSUs :

Once vested, RSUs shall be settled and shares of Common Stock delivered immediately following the Delivery Date. For purposes hereof, the “ Delivery Date ” shall be the earliest of:

(a)

May 1, [ ];

(b)

Termination of Service; provided such Termination of Service is a separation from service (within meaning of Section 409A of the Code); or

(c)

a Change in Control.

Dividend Equivalent Rights :

To the extent that dividends are paid on Common Stock, Participant shall be entitled to receive with respect to the RSUs, dividend equivalent amounts equal to the regular cash dividend payable to holders of Common Stock (to the extent regular quarterly cash dividends are paid) as if Participant were an actual shareholder with respect to the number of shares of Common Stock equal to his outstanding RSUs (the “ Dividend Equivalents ”). Participant’s rights to Dividend Equivalents shall cease upon forfeiture or payment of the RSUs. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and paid to Participant as soon as practicable after the RSUs to which such Dividend Equivalents relate vest. Any Dividend Equivalents held by the Company on RSUs which do not vest, shall be forfeited and retained by the Company. Dividends Equivalents paid on vested RSUs shall be paid at the same time as the dividends paid to the holders of Common Stock.

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Common Stock issued upon settlement of RSUs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock upon settlement of RSUs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

(other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Call Right :

Tax Withholding :

Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon settlement of the RSU a number of shares of Common Stock having a value (based on the then applicable Share Value) equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholdings required by law. Any cash payment in settlement of an RSU will be reduced by applicable tax withholdings.

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of RSUs :

Effect of Detrimental Conduct :

The right to RSUs and to receive shares thereunder shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Nonsolicitation & Noncompetition Covenants :

Participant acknowledges and agrees that the nature of his employment with the Company will give and has given him access to trade secrets, confidential information, and specialized training and expertise in the specific businesses in which the Company competes and that the use of any of this information or expertise on behalf of a competitor of the Company would constitute unfair competition. Therefore, by acceptance of this Award Agreement the Participant hereby agrees to the following covenants (the “ Covenants ”):

(a)

While employed by the Company, and for a period of two years beginning on the Participant’s Termination of Service, regardless of the reason for such termination, the Participant will not, directly or indirectly, induce, solicit, or attempt to persuade any employee of the Company to terminate his or her employment with the Company or to work elsewhere with the Participant or any other business, person or activity; and

(b)

While employed by the Company, and for a period of one year beginning on the Participant’s Termination of Service, regardless of the reason for such termination, the Participant will not (i) work directly or indirectly (as an employee, consultant, advisor, owner or otherwise) (A) in any business or activity which competes anywhere in the Company’s worldwide marketplace with any product or service of the Company, including any product or service that the Company was actively researching, developing, marketing, distributing, or otherwise commercially exploiting or preparing to exploit as of the Participant’s Termination of Service or (B) for or on behalf of any other person or entity on any activity that relates to any transaction or interaction between that person or entity and the Company or (ii) encourage, solicit, or attempt to induce (or assist others to encourage, solicit, or attempt to induce) any customer of the Company to reduce, restrict, terminate, or modify in a manner adverse to the Company, its business relationship with the Company or to shift its business from the Company to any other supplier of competing goods or services.

The Participant acknowledges that the Company will have no adequate remedy at law and will be irreparably harmed if the Executive breaches or threatens to breach the Covenants and, therefore, agrees that the Company shall be entitled to injunctive relief to prevent any breach or threatened breach of the Covenants and that the Company shall be entitled to specific performance of the Covenants in addition to any other legal or equitable remedy it may have in each case without the posting of any bond.

In the event of a material breach of the Covenants, the Participant shall forfeit all vested and unvested RSUs and any other vested or unvested Awards made under the Plan.

Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other agreement.

Severability :

Participant acknowledges that he has carefully read all of the terms of this Agreement, that he has been advised by the Company to seek legal advice to assist him in this and agrees that all of such terms are necessary for the reasonable and proper protection of the Company’s business, that the Company has been induced to grant the RSUs under this Agreement based upon the Participant’s representations, warranties and covenants that he will abide by and be bound by the Covenants, and that each such Covenant reasonable in its scope and duration. If for any reason any portion of Covenants shall be held by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the remaining portions of the Covenants shall remain in full force and effect and that such court, upon the request of the Company, may construe and/or modify such invalid or unenforceable portion in a valid and enforceable manner that most closely reflects the effect and intent of the original language.

Signature page follows

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on [ ] the grant of RSUs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*						*Date:*
*Title:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the RSUs granted to my spouse and on any shares which may be issued upon settlement of the RSUs. I agree that my spouse’s interest in the RSUs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

Married Participants : I, the undersigned Participant, do hereby certify and acknowledge that the signature set forth above is the true and genuine signature of my Spouse.

Unmarried Participants : I, the undersigned Participant, do hereby certify and acknowledge that I am unmarried.

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Awards granted to the Participant under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “ Plan ”) shall be subject to the following provisions relating to the effect of the Participant’s detrimental conduct on his or her awards under the Plan. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

Effect of Detrimental Conduct. In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs.

Definition of Detrimental Conduct. The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of the Stockholders’ Agreement or other material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.

Determination of Detrimental Conduct. Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.

Exhibit 10.7

GLOBAL HYATT CORPORATION

Special Restricted Stock Unit Award Agreement

Participant:

The following sets forth the terms of your Global Hyatt Corporation Special Restricted Stock Unit (“ RSU ”) Award.

RSU AWARD:

RSUs Granted:

VESTING SCHEDULE:


Grant Date:	, 2008

Vesting Schedule:	Subject to acceleration in certain circumstances, the RSUs vest and become payable on the following vesting dates:

	•	10% of the RSUs on April 1, 2009

	•	25% of the RSUs on April 1, 2010

	•	25% of the RSUs on April 1, 2011

	•	40% of the RSUs on April 1, 2012

The Restricted Stock Unit Award that is described and made pursuant to this Special Restricted Stock Unit Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the RSUs granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Restricted Stock Units, or “ RSUs ”.

An RSU entitles the Participant to receive an equal number of shares of Common Stock at settlement, as described below.

Vesting :

Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. Once vested RSUs will become payable and settled by delivery of shares of Common Stock, as provided below.

Vesting of the RSUs will accelerate in the following circumstances:

•

In the event the Participant’s Service is terminated by the Company other than for “detrimental conduct” (as defined in Exhibit A attached hereto and made a part hereof), Participant will, for vesting purposes only, be treated as if he were employed until the April 1 next following such Termination of Service.

•

In the event of a Change in Control vesting of the RSUs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in certain detrimental conduct.

Settlement and Payment of RSUs :

Once vested, RSUs shall be settled and shares of Common Stock delivered immediately following the Delivery Date. For purposes hereof, the “ Delivery Date ” shall be the earliest of:

(a)

May 1, 2012;

(b)

Termination of Service; provided such Termination of Service is a separation from service (within meaning of Section 409A of the Code); or

(c)

a Change in Control.

Dividend Equivalent Rights :

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Common Stock issued upon settlement of RSUs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock upon settlement of RSUs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Call Right :

Tax Withholding :

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of RSUs :

Effect of Detrimental Conduct :

The right to RSUs and to receive shares thereunder shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Nonsolicitation & Noncompetition Covenants :

Participant acknowledges and agrees that the nature of his employment with the Company will give and has given him access to trade secrets, confidential information, and specialized training and expertise in the specific businesses in which the Company competes and that the use of any of this information or expertise on behalf of a competitor of the Company would constitute unfair competition. Therefore, by acceptance of this Special Restricted Stock Unit Agreement the Participant hereby agrees to the following covenants (the “ Covenants ”):

(a)

(b)

In the event of a material breach of the Covenants, the Participant shall forfeit all vested and unvested RSUs and any other vested or unvested Awards made under the Plan.

Severability :

Signature page follows

If a fully-executed copy of this Special Restricted Stock Unit Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on , 2008 the grant of RSUs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Its:*						*Date:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the RSUs granted to my spouse and on any shares which may be issued upon settlement of the RSUs. I agree that my spouse’s interest in the RSUs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.


Signature of Participant:

(Initial here: and sign if unmarried.)


				Print Name:

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Exhibit 10.8

GLOBAL HYATT CORPORATION

Restricted Stock Unit Award Agreement

Participant: [ ]

The following sets forth the terms of your Global Hyatt Corporation Restricted Stock Unit (“ RSU ”) Award.

RSU AWARD:


RSUs Granted:		[ ]

VESTING SCHEDULE:


Grant Date:		[ ]

Vesting Schedule:	Subject to acceleration in certain circumstances, the RSUs vest on the following vesting dates:

	•	Initial 25% of the RSUs on April 1, [ ]

	•	Additional 25% of the RSUs on April 1, [ ]

	•	Additional 25% of the RSUs on April 1, [ ]

	•	Additional 25% of the RSUs on April 1, [ ]

The Restricted Stock Unit Award that is described and made pursuant to this Restricted Stock Unit Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement, dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of Common Stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the RSUs granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Restricted Stock Units, or RSUs.

An RSU entitles the Participant to receive an equal number of shares of Common Stock at settlement, as described below.

Vesting :

Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. Once vested RSUs will become payable and settled by delivery of shares of Common Stock, as provided below.

Vesting of the RSUs will accelerate in the following circumstances:

•

In the event of a Change in Control vesting of the RSUs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).

Settlement and Payment of RSUs :

Once vested, RSUs shall be settled and shares of Common Stock delivered immediately following the Delivery Date. For purposes hereof, the “ Delivery Date ” shall be the earliest of:

(a)

May 1, [ ];

(b)

Termination of Service; provided such Termination of Service is a separation from service (within meaning of Section 409A of the Code); or

(c)

a Change in Control.

Dividend Equivalent Rights :

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Common Stock issued upon settlement of RSUs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock upon settlement of RSUs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares of Common Stock, the Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares of Common Stock received upon settlement of the RSUs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Call Right :

Tax Withholding :

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of RSUs :

Effect of Detrimental Conduct :

The right to RSUs and to receive shares thereunder shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Signature page follows


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*						*Date:*
*Title:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the RSUs granted to my spouse and on any shares which may be issued upon settlement of the RSUs. I agree that my spouse’s interest in the RSUs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

Signature of Participant’s Spouse:




Print Name:

Married Participants : I, the undersigned Participant, do hereby certify and acknowledge that the signature set forth above is the true and genuine signature of my Spouse.

Signature of Participant:




Print Name:

Unmarried Participants : I, the undersigned Participant, do hereby certify and acknowledge that I am unmarried.

Signature of Participant:




Print Name:

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Exhibit 10.9

GLOBAL HYATT CORPORATION

Restricted Stock Unit Award Agreement

Participant:

The following sets forth the terms of your Global Hyatt Corporation Restricted Stock Unit (“ RSU ”) Award.

RSU AWARD:

RSUs Granted:

VESTING SCHEDULE:


Grant Date:	, 2008

Vesting Schedule:	Subject to acceleration in certain circumstances, the RSUs vest and become payable on the following vesting dates:

	•	Initial 25% of the RSUs on April 1, 2009

	•	Additional 25% of the RSUs on April 1, 2010

	•	Additional 25% of the RSUs on April 1, 2011

	•	Additional 25% of the RSUs on April 1, 2012

The Restricted Stock Unit Award that is described and made pursuant to this Restricted Stock Unit Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the RSUs granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Restricted Stock Units, or “ RSUs ”.

An RSU entitles the Participant to receive an equal number of shares of Common Stock at settlement, as described below.

Vesting :

Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. Once vested RSUs will become payable and settled by delivery of shares of Common Stock, as provided below.

Vesting of the RSUs will accelerate in the following circumstances:

•

In the event of a Change in Control vesting of the RSUs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).

Settlement and Payment of RSUs :

Once vested, RSUs shall be settled and shares of Common Stock delivered immediately following the Delivery Date. For purposes hereof, the “ Delivery Date ” shall be the earliest of:

(a )

May 1, 2012;

(b)

Termination of Service; provided such Termination of Service is a separation from service (within meaning of Section 409A of the Code); or

(c)

a Change in Control.

Dividend Equivalent Rights :

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares of Common Stock issued upon settlement of RSUs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares of Common Stock upon settlement of RSUs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares of Common Stock, the Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares of Common Stock received upon settlement of the RSUs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Call Right :

Tax Withholding :

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of RSUs :

Effect of Detrimental Conduct :

The right to RSUs and to receive shares thereunder shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Signature page follows

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on , 2008 the grant of RSUs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Its:*						*Date:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse:

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the RSUs granted to my spouse and on any shares which may be issued upon settlement of the RSUs. I agree that my spouse’s interest in the RSUs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Exhibit 10.10

GLOBAL HYATT CORPORATION

Stock Appreciation Rights Award Agreement

Participant:

The following sets forth the terms of your Global Hyatt Corporation Stock Appreciation Rights (“ SAR ”) Award.

STOCK APPRECIATION RIGHTS AWARD:


SARs Granted:
Base Value Per Share:		$

VESTING SCHEDULE:


Grant Date:	, 2008
Expiration Date:	, 2018, subject to earlier termination

Vesting Schedule:	Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following vesting dates:

	•	Initial 25% of the SARs on April 1, 2009

	•	Additional 25% of the SARs on April 1, 2010

	•	Additional 25% of the SARs on April 1, 2010

	•	Additional 25% of the SARs on April 1, 2012

The Stock Appreciation Rights Award that is described and made pursuant to this Stock Appreciation Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of common stock of Global Hyatt Corporation issued upon exercise of SARs shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the Stock Appreciation Rights granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Stock appreciation rights, or SARs.

Exercise of the SARs entitles the Participant to receive an amount equal to the Spread , if any, determined at the time of exercise. The “ Spread ” is the difference (but not less than zero) between the Share Value of a share of Common Stock at the time of exercise and the SAR’s Base Value multiplied by the number of SARs exercised. Reference to a “share” or “shares” is to Common Stock.

Vesting :

The SARs vest and become exercisable according to the schedule set forth above. SARs will vest on such dates only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through such vesting date. “ Service ” for purposes of this Award Agreement shall mean employment as an Employee, or service to the Company as a Director or Consultant.

Except as provided below, all unvested SARs will be forfeited upon termination of Service and all vested SARs will remain outstanding, provided that such vested SARs shall be automatically exercised during the Exercise Window (as defined below) which immediately follows termination of Service.

Vesting of the SARs will accelerate in the following circumstances:

•

In the event of termination of Service due to death or disability (as determined by the Administrator based on eligibility for benefits under the Company’s long-term disability program), all SARs will vest in full and shall be automatically exercised during the Exercise Window (as defined below) which immediately follows termination of Service.

•

In the event of a Change in Control, payment or vesting of the SARs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested SARs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).

Exercise; Payment of the Spread :

Once vested, SARs may only be exercised as follows:

SARs outstanding at the Expiration Date set forth above shall be treated as exercised on that date and the Participant shall be entitled to receive an amount equal to the Spread, if any.

During an “ Exercise Window ” which shall be:

If prior to an IPO, then the Exercise Window is a period which will commence on the date the Share Value is communicated to the Participant and end on the date set forth by the Administrator, which date shall be not less than 30 days thereafter. It is anticipated that the Exercise Window will begin in March of each year.

If after an IPO, then the Exercise Window shall be (i) on any day while the Participant is in the Service of the Company, (ii) if the Participant’s Service is terminated for reasons other than death or disability (as determined by the Administrator based on eligibility for benefits under the Company’s long-term disability program), the 30 day period following Termination of Service, or (iii) if the Participant’s Service is terminated by reason of death or disability, the one year period following such Termination of Service; and if following the Participant’s Termination of Service the SAR is not exercised during the Exercise Windows set forth in (ii) or (iii) it shall terminate and be forfeited.

If the Participant elects to exercise some or all of his or her vested SARs, the Participant may do so by filing an exercise form during the Exercise Window in accordance with procedures established by the Administrator.

Settlement of exercised SARs will occur as promptly as practicable following the end of the Exercise Window. Settlement will be accomplished through the issuance of shares to the Participant having a value (based on the Share Value determined at the time of exercise) equal to the aggregate amount of the Spread, if any, applicable to the exercised SARs. The Administrator may direct that the settlement shall be made in cash. The issuance of shares or payment of cash will be subject to tax withholding, as provided below.

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Prior to an IPO, shares issued upon settlement of SARs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares upon exercise of vested SARs, the Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares, the Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell,

make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares received upon exercise of SARs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Put Option; Call Right :

Prior to an IPO, during each Exercise Window, commencing with the second Exercise Window following the Grant Date, the Participant (or successor) holding shares received from a prior exercise of SARs (i.e., shares held for at least one year), may elect to sell all or some of those shares back to the Company at the Share Value in effect during such Exercise Window on the terms set forth in the Stockholders’ Agreement.

In addition, following the termination of the Participant’s Service, the Company shall have the right to call any such shares in full or in part during an Exercise Window on the terms set forth in the Stockholder’s Agreement.

Payment for any shares sold by the Participant or called by the Company shall be made as promptly as practicable after the end of the Exercise Window on the terms set forth in the Stockholders’ Agreement.

Tax Withholding :

Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon exercise a number of shares having a value (based on the then applicable Share Value) equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to the exercise. Any cash payment in settlement of an SAR exercise will be reduced by applicable tax withholding.

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of SARs :

SARs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the SARs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.

Effect of Detrimental Conduct :

The right to exercise SARs and to receive shares shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Signature page follows.

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on , 2008 the grant of SARs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Its:*						*Date:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the SARs granted to my spouse and on any shares which may be issued upon the exercise of the SARs. I agree that my spouse’s interest in the SARs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the SARs and shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.


Signature of Participant’s Spouse:



				Print Name:

Signature of Participant:

( Initial here: and sign if unmarried.)

				Print Name:

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Exhibit 10.11

GLOBAL HYATT CORPORATION

2007 Stock Appreciation Rights Award Agreement:

Participant:

The following sets forth your 2007 Global Hyatt Corporation Stock Appreciation Rights (“ SAR ”) Award.

STOCK APPRECIATION RIGHTS AWARD:


SARs Granted:
Base Value Per Share:		$

VESTING SCHEDULE:


Grant Date:	, 2007
Expiration Date:	, 2017, subject to earlier termination

Vesting Schedule:	Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following vesting dates:

	•	Initial 25% of the SARs on , 2008

	•	Additional 25% of the SARs on , 2009

	•	Additional 25% of the SARs on , 2010

	•	Additional 25% of the SARs on , 2011

The Stock Appreciation Rights Award that is described and made pursuant to this Stock Appreciation Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement (including the accompanying Terms of the 2007 Stock Appreciation Rights Awards) and the Plan,

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Global Hyatt Corporation Long-Term Incentive Plan Stockholders’ Agreement dated as of February 14, 2006 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of common stock of Global Hyatt Corporation issued upon exercise of SARs shall be subject to the rights and restrictions contained therein, and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement (including the accompanying Terms of the 2007 Stock Appreciation Rights Awards) and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

Signature page follows.

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on , 2007, the grant of SARs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Its:*						*Date:*

Spousal Consent/Acknowledgement

To be signed by Participant and, if married, by Participant’s Spouse:

I, the undersigned spouse (“Spouse”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement (including the accompanying Terms of the 2007 Stock Appreciation Rights Awards) and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the SARs granted to my spouse and on any shares which may be issued upon the exercise of the SARs. I agree that my spouse’s interest in the SARs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement (including the accompanying Terms of the 2007 Stock Appreciation Rights Awards) and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the SARs and shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.


Signature of Participant’s Spouse:


				Print Name:

Signature of Participant:

( Initial here: and sign if unmarried.)

				Print Name:

GLOBAL HYATT CORPORATION

Terms of the 2007 Stock Appreciation Rights Awards

The following terms apply to the Global Hyatt Corporation Stock Appreciation Rights granted on , 2007.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan

Type of Award :

Stock appreciation rights, or SARs.

Exercise of the SARs entitles the participant to receive an amount equal to the “ Spread ,” if any, determined at the time of exercise. The Spread is the difference (but not less than zero) between the Share Value (as defined below) of a share of Global Hyatt Corporation common stock at the time of exercise and the SAR’s Base Value (which is the Share Value at the grant date) multiplied by the number of SARs exercised. Reference to a “share” or “shares” is to Global Hyatt Corporation common stock.

Vesting :

The dates upon which the SARs become exercisable are set forth in the Award Agreement, together with the expiration date of the SARs. SARs outstanding at the expiration date shall be treated as exercised on that date and the Participant shall be entitled to receive an amount equal to the Spread, if any.

SARs will vest on such dates only if the Participant remains in continuous Service with the Company from the date of grant through such vesting date.

Vesting of the SARs will accelerate in the following circumstances:

•

Terms of 2007 SARs – Page 2

•

In the event of a change of control of the Company, payment or vesting of the SARs will accelerate to the extent provided in Section 8 of the Plan.

As described below, vested and unvested SARs are subject to cancellation and forfeiture in the event a Participant engages in certain “detrimental conduct” (as defined below).

Exercise; Payment of the Spread :

Once vested, SARs may only be exercised during an “ Exercise Window .”

The “Exercise Window” is a period which will commence on the date the Share Value (as defined below) is communicated to Participants and end on the date set forth by the Administrator, which date shall be not less than 30 days thereafter. It is anticipated that the Exercise Window will begin in March of each year.

If after being informed of the Share Value a Participant elects to exercise some or all of his or her vested SARs, such Participant may do so by filing an exercise form during the Exercise Window in accordance with procedures established by the Administrator and communicated to Participants.

Annual Share Value :

The “ Share Value ” will be equal to the fair market value of a share as of the applicable Valuation Date, as determined in accordance with the Plan. The Base Value Per Share for the 2007 SARs set forth in the Award Agreement is equal to such value as of December 31, 2006, as determined by Duff & Phelps.

Each year, the Company will advise the Participants of the new Share Value, upon which the Exercise Window will open as described above.

Terms of 2007 SARs – Page 3

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Shares issued upon settlement of SARs will not be registered under any federal or state securities laws and will not be readily transferable. As provided in the Plan and this Award Agreement, upon the Participant’s execution and delivery of the Award Agreement and as a condition of receipt of shares upon exercise of vested SARs, a Participant will be deemed to be a party to, a signatory of, and bound by the Stockholders’ Agreement, which contains an acknowledgement of such restrictions and other terms and conditions attached to share ownership.

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares, each Participant shall be deemed to have agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares received upon exercise of SARs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s initial public offering of equity securities, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s initial public offering, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Terms of 2007 SARs – Page 4

Put Option; Call Right

During each Exercise Window, commencing with the 2009 Exercise Window, any Participant (or successor) holding shares received from a prior exercise of SARs (i.e., shares held for at least one year), may elect to sell all or some of those shares back to the Company at the Annual Share Value in effect during such Exercise Window on the terms set forth in the Stockholders’ Agreement.

In addition, following the termination of a Participant’s Service, the Company shall have the right to call any such shares in full or in part during an Exercise Window on the terms set forth in the Stockholder’s Agreement.

Federal Income Tax Considerations; Tax Withholding :

The following discussion is a summary of certain U.S. federal income tax consequences relating to SARs under current U.S. federal income tax rules. This discussion is does not purport to be complete and does not cover, among other things, foreign, state and local tax treatment or any changes in current U.S. federal income tax rules.

No income is recognized upon the grant or vesting of the SAR. Upon exercise, the shares are delivered and ordinary income is recognized in an amount equal to the Spread received. Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon exercise a number of shares having a value (based on the then applicable Share Value) equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to the exercise. Any cash payment in settlement of an SAR exercise will be reduced by applicable tax withholding. Because such withholding is at the minimum statutory rate, a Participant’s actual tax liability with respect to the exercise of SARs is likely to exceed the amount withheld.

A subsequent sale (including pursuant to a put or call described above) or exchange of shares will result in gain or loss measured by the difference between (a) the Share Value at the time the shares were received, and (b) the amount realized on such sale or exchange. Any gain or loss will be a capital gain or loss and will be long-term if such shares were held for more than one year.

Terms of 2007 SARs – Page 5

Each Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of SARs :

Effect of Detrimental Conduct :

The right to exercise SARs and to receive shares shall be subject to the Effect of Detrimental Conduct on Long-Term Incentive Plan Awards which accompanies these Terms and shall be deemed a part of the Award Agreement.

Terms of the Plan; Amendments :

This award and the SARs are subject to the terms and provisions of the Plan, including, but not limited to, arbitration and amendment, adjustment and/or modification in accordance with the Plan in connection with a significant corporate transaction (such as an IPO) or other events as described in the Plan.

Terms of 2007 SARs – Page 6

GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Awards granted to a Participant under the Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “Plan”) shall be subject to the following provisions relating to the effect of a Participant’s detrimental conduct on his or her awards under the Plan. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

Effect of Detrimental Conduct. In the event a Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested but unexercised awards under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs.

Definition of Detrimental Conduct. A Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of the Stockholders’ Agreement or other material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.

Terms of 2007 SARs – Page 7

Exhibit 10.12

GLOBAL HYATT CORPORATION

2006 Stock Appreciation Rights Award Agreement:

Participant:

The following sets forth your 2006 Global Hyatt Corporation Stock Appreciation Rights (“ SAR ”) Award.

STOCK APPRECIATION RIGHTS AWARD:

SARs Granted:

Base Value Per Share:

VESTING SCHEDULE:


Grant Date:
Expiration Date:

Vesting Schedule:	Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following vesting dates:

	• • • •	Initial 25% of the SARs on October 6, 2007 Additional 25% of the SARs on October 6, 2008 Additional 25% of the SARs on October 6, 2009 Additional 25% of the SARs on October 6, 2010

The Stock Appreciation Rights Award that is described and made pursuant to this Stock Appreciation Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement (including the accompanying Terms of the 2006 Stock Appreciation Rights Awards) and the Plan,

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement (including the accompanying Terms of the 2006 Stock Appreciation Rights Awards) and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

Signature page follows.

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on November 3, 2006, the grant of SARs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Its:*						*Date:*

Spousal Consent/Acknowledgement

To be signed by Participant and, if married, by Participant’s Spouse:

I, the undersigned spouse (“Spouse”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement (including the accompanying Terms of the 2006 Stock Appreciation Rights Awards) and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the SARs granted to my spouse and on any shares which may be issued upon the exercise of the SARs. I agree that my spouse’s interest in the SARs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement (including the accompanying Terms of the 2006 Stock Appreciation Rights Awards) and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the SARs and shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.


Signature of Participant’s Spouse:



				Print Name:

Signature of Participant:

( Initial here: and sign if unmarried.)

				Print Name:

GLOBAL HYATT CORPORATION

Terms of the 2006 Stock Appreciation Rights Awards

The following terms apply to the Global Hyatt Corporation Stock Appreciation Rights granted on October 6, 2006.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan

Type of Award :

Stock appreciation rights, or SARs.

Vesting :

SARs will vest on such dates only if the Participant remains in continuous Service with the Company from the date of grant through such vesting date.

Vesting of the SARs will accelerate in the following circumstances:

•

In the event of a change of control of the Company, payment or vesting of the SARs will accelerate to the extent provided in Section 8 of the Plan.

Terms of 2006 SARs – Page 1

As described below, vested and unvested SARs are subject to cancellation and forfeiture in the event a Participant engages in certain “detrimental conduct” (as defined below).

Exercise; Payment of the Spread :

Once vested, SARs may only be exercised during an “ Exercise Window .”

Annual Share Value :

The “ Share Value ” will be equal to the fair market value of a share as of the applicable Valuation Date, as determined in accordance with the Plan. The Base Value Per Share for the 2006 SARs set forth in the Award Agreement is equal to such value as of December 31, 2005 as determined by Duff & Phelps.

Each year, commencing in 2007, the Company will advise the Participants of the new Share Value, upon which the Exercise Window will open as described above.

Terms of 2006 SARs – Page 2

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Terms of 2006 SARs – Page 3

Put Option; Call Right

Federal Income Tax Considerations; Tax Withholding :

Each Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Terms of 2006 SARs – Page 4

Transferability of SARs :

Effect of Detrimental Conduct :

Terms of the Plan; Amendments :

Terms of 2006 SARs – Page 5

GLOBAL HYATT CORPORATION

LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Terms of 2006 SARs – Page 6

Exhibit 10.13

GLOBAL HYATT CORPORATION

Stock Appreciation Rights Award Agreement

Participant: [ ]

The following sets forth the terms of your Global Hyatt Corporation Stock Appreciation Rights (“ SAR ”) Award.

STOCK APPRECIATION RIGHTS AWARD:


SARs Granted:		[ ]
Base Value Per Share:		[ ]

VESTING SCHEDULE:


Grant Date:	[ ]
Expiration Date:	[ ], subject to earlier termination

Vesting Schedule:	Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following vesting dates:

	•	Initial 25% of the SARs on April 1, [ ]

	•	Additional 25% of the SARs on April 1, [ ]

	•	Additional 25% of the SARs on April 1, [ ]

	•	Additional 25% of the SARs on April 1, [ ]

The Stock Appreciation Rights Award that is described and made pursuant to this Stock Appreciation Award Agreement (as amended from time to time, this “ Award Agreement ”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “ Plan ”). By your signature on this Award Agreement:

•

you consent to be bound by all of the terms and conditions of this Award Agreement and the Plan;

•

without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement, dated as of March 11, 2008 (as amended from time to time, the “ Stockholders’ Agreement ”), and any shares of Common Stock of Global Hyatt Corporation issued upon exercise of SARs shall be subject to the rights and restrictions contained therein; and

•

you acknowledge that you have received, read and understood the Plan, this Award Agreement and the Stockholders’ Agreement, and are familiar with the terms and provisions of each.

The following terms and conditions apply to the Stock Appreciation Rights granted pursuant to this Award Agreement.

Company; Defined Terms :

Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.

To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.

Type of Award :

Stock appreciation rights, or SARs.

Vesting :

Except as provided below, all unvested SARs will be forfeited upon Termination of Service and all vested SARs will remain outstanding, provided that such vested SARs shall be automatically exercised during the Exercise Window (as defined below) which immediately follows Termination of Service.

Vesting of the SARs will accelerate in the following circumstances:

•

In the event of Termination of Service due to death or disability (as determined by the Administrator based on eligibility for benefits under the Company’s long-term disability program), all SARs will vest in full and shall be automatically exercised during the Exercise Window (as defined below) which immediately follows Termination of Service.

•

In the event of a Change in Control, payment or vesting of the SARs will accelerate to the extent provided in Section 12.2(d) of the Plan.

As described below, vested and unvested SARs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).

Exercise; Payment of the Spread :

Once vested, SARs may only be exercised as follows:

SARs outstanding at the Expiration Date set forth above shall be treated as exercised on that date and the Participant shall be entitled to receive an amount equal to the Spread, if any.

During an “ Exercise Window ” which shall be:

If prior to an IPO, then the Exercise Window is a period which will commence on the date the Share Value is communicated to the Participant and end at 5:00 p.m. Central time on the forty-fifth (45 ^th ) day thereafter or if such forty-fifth (45 ^th ) day is not a day on which the corporate office of the Company located in Chicago, Illinois is open for business, then the next business day thereafter, unless otherwise indicated and communicated by the administrator.

Restrictions on Shares; Stockholder’s Agreement; Lock-Up :

Without limiting any of the rights of the Company or the Administrator hereunder or under the Plan, upon receipt of shares, the Participant shall be deemed to have

agreed that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Participant will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any shares received upon exercise of SARs or any other securities of Global Hyatt Corporation (other than those included in the registration, if any) held by the Participant without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and, in the case of the Company’s IPO, during the one hundred eighty (180) day period (or such longer period as may be required by the Administrator upon the advice of the managing underwriter(s)) following, the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request. In the case of a registered public offering of the Company’s equity securities following the Company’s IPO, the lock-up period described in clause (a) above shall be ninety (90) days (or such longer period as may be required by the Administrator).

Put Option; Call Right :

Tax Withholding :

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.

Transferability of SARs :

Effect of Detrimental Conduct :

The right to exercise SARs and to receive shares shall be subject to the Effect of Detrimental Conduct on Awards attached hereto as Exhibit A , which shall be deemed a part of this Award Agreement.

Signature page follows.

If a fully-executed copy of this Award Agreement and attached Spousal Consent/Acknowledgement are not returned to the Company by 5:00 pm (Central Time) on [ ] the grant of SARs hereunder shall be null and void.


*Global Hyatt Corporation*						*Participant:*

*By:*
*Name:*						*Date:*
*Title:*

SPOUSAL CONSENT/ACKNOWLEDGEMENT

To be signed by Participant and, if married, by Participant’s Spouse :

I, the undersigned spouse (“ Spouse ”) of the undersigned Participant, hereby acknowledge that I have received, read and understand the Plan, this Award Agreement and the Stockholders’ Agreement, and am familiar with the terms and provisions of each. I am aware that such documents impose certain restrictions on the SARs granted to my spouse and on any shares which may be issued upon the exercise of the SARs. I agree that my spouse’s interest in the SARs and in any such shares shall be irrevocably bound by the Plan, the Award Agreement and the Stockholders’ Agreement and further that my community property interest (if any) shall be similarly bound by such agreements.

The undersigned Spouse irrevocably constitutes and appoints my spouse, the undersigned Participant, as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to any and all of the SARs and shares of Global Hyatt Corporation in which I now have or hereafter acquire any interest in (including but not limited to the right, without my further signature, consent or knowledge, to exercise any rights under or to agree to any amendments or modifications of any of the above-referenced documents), with all powers I would possess if personally present, it being expressly understood and intended by me that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by my disability, incapacity or death or dissolution of marriage and this proxy will not terminate without the consent of the Participant and Global Hyatt Corporation.

Global Hyatt Corporation is a third party beneficiary of this Spousal Consent/Acknowledgement and shall have the right to enforce this Spousal Consent/Acknowledgement as if it were a signatory and party hereto.

Married Participants : I, the undersigned Participant, do hereby certify and acknowledge that the signature set forth above is the true and genuine signature of my Spouse.

Unmarried Participants : I, the undersigned Participant, do hereby certify and acknowledge that I am unmarried.

EXHIBIT A

GLOBAL HYATT CORPORATION

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effect of Detrimental Conduct on Awards

Exhibit 10.14

GLOBAL HYATT CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS

Effective as of July 1, 2007.

TABLE OF CONTENTS


		Page(s)
ARTICLE I. DEFINITIONS		1

ARTICLE II. ELECTION TO DEFER		2

ARTICLE III. DEFERRED COMPENSATION ACCOUNTS		3

ARTICLE IV. PAYMENT OF DEFERRED COMPENSATION		5

ARTICLE V. ADMINISTRATION		7

ARTICLE VI. AMENDMENT OF PLAN		7

ARTICLE VII. CHANGE OF CONTROL		8

ARTICLE VIII. EFFECTIVE DATE		8

GLOBAL HYATT CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS

ARTICLE I.

DEFINITIONS

1.1 “Accounts” shall mean collectively the Director’s Cash Account and Stock Unit Account.

1.2 “Annual Equity Retainer” shall mean the Annual Equity Retainer paid to the Director in Common Stock for serving as a member of the Board.

1.3 “Annual Fee” shall mean the Annual Equity Retainer paid to the Director in cash for serving as a member of the Board, but does not include any amounts earned for attending Committees of the Board or for serving on Committees of the Board.

1.4 “Board” shall mean the Board of Directors of Global Hyatt Corporation.

1.5 “Change of Control” – shall occur if Family Business Units or members of the Pritzker Family cease to own, directly or indirectly, securities representing (i) at least twenty (20%) of the total voting power represented by securities of the Company and (ii) a larger percentage of the total voting power represented by securities of the Company than is owned, directly or indirectly, by any other person or group of related persons, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.

1.6 “Common Stock” shall mean the common stock, $0.01 par value per share of the Company.

1.7 “Company” shall mean Global Hyatt Corporation and any corporate successors.

1.8 “Code” shall mean the Internal Revenue Code of 1986, as amended and any successor statute thereto.

1.9 “Director” shall mean a member of the Board of Directors of the Company who is not an employee of the Company or any of its subsidiaries.

1.10 “Effective Date” shall mean July 1, 2007.

1.11 “Fair Market Value” shall mean (a) if the Common Stock is not publicly traded on a national securities exchange or other quotation system, then the fair market value of the Common Stock as determined by an independent third party appraisal on the December 31 immediately preceding the date Fair Market Value is being so determined, or if the Board determines that subsequent events have materially affected such value, then as of a date determined by the Board, which appraisal shall reflect a reasonable valuation of the Company as contemplated by Treasury Regulation §1.409A-1(b)(5), or (b) if the Common Stock is publicly traded on a national securities exchange, the fair market value of the Common Stock shall be the closing price of the Common Stock regular way, as reported in the Wall Street Journal for the relevant date, or if the Common Stock is not traded on such date, the next preceding trading date.

1.12 “Family Business Units” shall mean any business entity owned or controlled directly or indirectly by or for the benefit of members of the Pritzker Family.

1.13 “Initial Equity Retainer” shall mean the grant of Common Stock deliverable upon election or appointment to the Board.

1.14 “Plan” shall mean this Deferred Compensation Plan for Directors as it may be amended from time to time.

1.15 “Pritzker Family” means all of the lineal descendants of Nicholas J. Pritzker (deceased) and all of their respective spouses and former spouses and children.

1.16 “Year” shall mean calendar year.

1.17 “Cash Account” shall mean the account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive deferred cash compensation under Article II hereof.

1.18 “Separation from Service” shall mean termination of service as a Director; provided that the individual is not or does not as a result thereof become an employee or maintain an independent contractor relationship with the Company or any subsidiary. All determinations of whether an individual has had a Separation from Service shall be made applying the definition contained in Treasury Regulation §1.409A-1(h).

1.19 “Stock Unit” shall mean one share of Common Stock.

1.20 “Stock Unit Account” shall mean the bookkeeping account created by the Company pursuant Article III of this Plan in accordance with an election by a Director to receive deferred stock compensation under Article II hereof.

1.21 “He”, “Him” or “His” shall apply equally to male and female members of the Board.

ARTICLE II.

ELECTION TO DEFER AND PAYMENT ELECTIONS

2.1 A Director may elect to defer payment of all or a specified part of any Annual Fee, Annual Equity Retainer or Initial Equity Retainer by filing an election with the Company as follows:

(a)

On or before December 31 of any Year, the Director may elect to defer all or any part of the Annual Fee or Annual Equity Retainer earned during the Year following such election and succeeding Years (until the Director ceases to be a Director).

(b)

Any person who shall become a Director during any Year, and who was not a Director on the preceding December 31, may elect within thirty days after the Director’s term begins to defer payment of all or a specified part of such Annual Fee, Annual Equity Retainer or Initial Equity Retainer earned during the remainder of such Year and any Annual Fee or Annual Equity Retainer earned for succeeding Years. Fees deferred pursuant to this Section shall be paid to the Director at the time(s) and in the manner specified in Article IV hereof, in the form of cash or Common Stock, or any combination thereof, as designated by the Director.

(c)

Each Director on the Effective Date may elect to defer receipt of his Initial Equity Retainer by filing the election within thirty days of the Effective Date.

2.2 Each deferral election shall continue from Year to Year unless the Director terminates it by written request delivered to the Secretary of the Company prior to the commencement of the Year for which the termination is first effective.

2.3 At the time of deferral, the Director may elect to have the Annual Fee, Annual Equity Retainer or Initial Equity Retainer for such year distributed on the earlier of his Separation from Service or the last business day of March of the fifth Year following the Year in which such Annual Fee, Annual Equity Retainer or Initial Equity Retainer would otherwise have been paid, absent the deferral election (an “ In-Service Distribution Date ”).

ARTICLE III.

DEFERRED COMPENSATION ACCOUNTS

3.1 The Company shall maintain separate bookkeeping accounts for the Annual Fees, Annual Equity Retainer and Initial Equity Retainer deferred by each Director. The Annual Equity Retainer and Initial Equity Retainer deferred by a Director shall be denominated in Stock Units and held in a Stock Unit Account for the benefit of the Director. The Director may elect at the time of the deferral to have the Annual Fee denominated in either Stock Units and credited to the Stock Unit Account, or in cash and credited to the Cash Account.

3.2 The Company shall credit, on the date the Annual Fees become payable, to the Cash Account of each Director the deferred portion of any Annual Fees due to the Director as to which an election to receive cash has been made. Subject to Section 3.10, Annual Fees deferred in the form of cash (and interest thereon) shall be held in the general funds of the Company.

3.3 The Company shall credit the Cash Account of each Director on a quarterly basis with interest at the prime rate in effect at the Company’s principal commercial bank on the date of the next immediately following regular quarterly Directors’ meeting. A Director’s Cash Account shall continue to accrue interest in the foregoing manner until two days prior to the date on which the balance of the Director’s Cash Account will be paid, in accordance with the terms of Article IV hereof, in satisfaction of all payments owed to the Director under the Plan.

3.4 The Company shall credit, on the date Annual Fees, Annual Equity Retainer or Initial Equity Retainer becomes payable, the Stock Unit Account of each Director with the number of Stock Units which is equal to: the deferred portion of any Annual Equity Retainer, Initial Equity Retainer or Annual Fee due to the Director as to which an election to receive Common Stock has been made, divided by the Fair Market Value of the Common Stock on (a) with respect to Annual Equity Retainer and Annual Fees, the date such Annual Equity Retainer or Annual Fee would otherwise have been paid, and (b) with respect to the Initial Equity Retainer, the date the Director was first elected or appointed to the Board (or the Effective Date with respect to Initial Equity Retainers granted on the Effective Date) with respect to the Initial Equity Retainer.

3.5 The Company shall credit the Stock Unit Account of each Director who has elected to receive deferred compensation in the form of Stock Units with the number of Stock Units equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in Common Stock) payable on the number of shares of Common Stock represented by the number of Stock Units in each Director’s Stock Unit Account divided by the Fair Market Value on the dividend payment date. Dividends payable in Common Stock will be credited to each Director’s Stock Unit Account in the form of additional Stock Units. A Director’s Stock Unit Account shall continue to be credited with dividends in the foregoing manner until two days prior to the date on which the balance of the Director’s Stock Unit Account will be paid, in accordance with the terms of Article IV hereof, in satisfaction of all payments owed to the Director under the Plan. If adjustments are made to the outstanding shares of Common Stock as a result of recapitalization, merger, consolidation, split up, stock split, reverse stock split, spin-off or other distribution of stock or property of the Company, extraordinary dividends combination of securities, exchange of securities or other similar change in the capital structure of the Company (other than normal cash dividends), an appropriate adjustment also will be made in the number of Stock Units credited to the Director’s Stock Unit Account.

3.6 Stock Units shall be computed to six (6) decimal places.

3.7 Stock Units shall not entitle any person to rights of a stock holder with respect to such Stock Units unless and until shares of Common Stock have been issued to such person in respect of such Stock Units pursuant to Article IV hereof.

3.8 The Company shall not be required to acquire, reserve, segregate, or otherwise set aside shares of its Common Stock for the payment of its obligations under the Plan, but shall make available as and when required a sufficient number of its Common Stock to meet the needs of the Plan.

3.9 Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

3.10 The Company may enter into a trust agreement creating an irrevocable grantor trust for the holding of cash credited to the Cash Account of each Director under the Plan. Any assets of such trust shall be subject to the claims of creditors of the Company to the extent set forth in the trust, and Directors’ interests in benefits under this Plan shall only be those of unsecured creditors of the Company.

ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION

4.1 Timing and Form of Payment . Unless otherwise elected under Section 2.3 with respect to Annual Equity Retainer or an Initial Equity Retainer, amounts contained in a Director’s Accounts will be distributed in a lump sum on January 31 ^st of the Year following the Director’s Separation from Service. Amounts credited to a Director’s Cash Account shall be paid in cash. Amounts credited to a Director’s Stock Unit Account shall be paid in the form of one whole share of Common Stock for each Stock Unit. A cash payment will be made for any fractions of a Stock Unit remaining in the Director’s Stock Unit Account. Such fractional share will be valued at the Fair Market Value on the date of settlement.

4.2 Designation of Beneficiary . Each Director shall have the right to designate a beneficiary who is to succeed to his right to receive payments hereunder in the event of death. Any designated beneficiary will receive payments in the same manner as the Director if he had lived. In case of a failure of designation or the death of a designated beneficiary without a designated successor, the balance of the amounts contained in the Director’s Accounts shall be payable in accordance with Section 4.1 to the Director’s or former Director’s estate in full on the first day of the Year following the Year in which the Director or his designated beneficiary dies. No designation of beneficiary or change in beneficiary shall be valid unless in writing signed by the Director and filed with the Secretary of the Company. Any beneficiary may be changed without the consent of any prior beneficiary.

4.3 Permissible Acceleration . Notwithstanding Section 4.1, all or a portion of a Director’s Accounts may be paid prior to Separation of Service in the discretion of the Company upon the following events:

(a)

To comply with a domestic relations order (as defined in Code Section 414(p)(1)(B));

(b)

In the event of an Unforeseeable Emergency (as defined below), a Director may, upon written request, receive payment of all or any portion of his Accounts as is reasonably necessary (as determined by the full Board of Directors, without regard to the affected Director) to relieve the need occasioned by the Unforeseeable Emergency. Such payment shall be made as soon as reasonably practicable following the later of (i) the payment date designated by the Director in his request or (ii) the determination of Unforeseeable Emergency, but in any event not later than 30 days after such date. For purposes of this paragraph (b), an “Unforeseeable Emergency” means a severe financial hardship to the Director resulting from an illness or accident of the Director, or of the Director’s spouse, beneficiary, or dependent, loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director. The determination of Unforeseeable Emergency shall be made by the full Board of Directors without

regard to the affected Director based upon all of the facts and circumstances of each case and in light of Treasury Regulation Section 1.409A-3. No payment on account of Unforeseeable Emergency shall be made to the extent that the hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Director’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(c)

If the Internal Revenue Service, makes a determination that a Director is required to include in gross income the value of his Accounts, as soon as practicable following such determination the Company shall pay to the Director in a lump sum, the full amount required to be included in the Director’s gross income.

(d)

If the distributable balance of the Director’s Accounts is less than the amount applicable under Code Section 402(g) for the year in question, then notwithstanding any prior installment election, the balance of such Accounts shall be distributed in a lump sum.

(e)

Upon the termination and liquidation of the Plan, the balance of the Directors Accounts shall be distributed in a lump sum twelve months following such termination and liquidation; provided that such termination or liquidation is not in connection with a downturn in the financial health of the Company and shall conform to the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix).

4.4 Section 409A Delay . Notwithstanding Sections 4.1 to the contrary, if a Director is an employee of the Company at the time of his Separation from Service such Director’s Accounts shall not be payable to the Director prior to the earlier of (a) the expiration of the six-month period measured from the date of the Director’s Separation from Service or (b) death, at which time all payments deferred pursuant to this Section 4.4 shall be paid in a lump sum to the Director, and any remaining payments shall be paid as otherwise provided under Section 4.1.

4.5 Election to Further Defer Payment . A Director who has elected to receive payment under Section 2.3 of an Annual Fee, Annual Equity Retainer or Initial Equity Retainer on an In-Service Distribution Date may change such election by completing and delivering an election to the Secretary of the Company to change the In-Service Distribution Date to a new In-Service Distribution Date subject to the following limitations:

(a)

The Director’s election of a new In-Service Distribution Date shall not take effect until at least twelve (12) months after the Director’s new In-Service Distribution Date election is made in accordance with Section 409A(a)(4)(C)(i) of the Code and the Treasury Regulations thereunder.

(b)

The Director’s new In-Service Distribution Date may not be less than five years from the date of the Director’s prior In-Service Distribution Date, as determined in accordance with Section 409A(a)(4)(C)(ii) of the Code and the Treasury Regulations thereunder.

(c)

The Director’s election of a new In-Service Distribution Date shall not be made less than twelve (12) months prior to the prior In-Service Distribution Date in accordance with Section 409A(a)(4)(C)(iii) of the Code and the Treasury Regulations thereunder.

(d)

Any change to a Director’s In-Service Distribution Date election shall be made in accordance with Section 409A(a)(4)(C) of the Code and the Treasury Regulations thereunder.

ARTICLE V.

ADMINISTRATION

5.1 The books and records to be maintained for the purpose of the Plan shall be maintained by the Company at its expense. All expenses of administering the Plan shall be paid by the Company.

5.2 Except to the extent required by law, the right of any Director or any beneficiary to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Director or beneficiary; and any such benefit or payment shall not be subject to alienation, sale, transfer, assignment or encumbrance.

5.3 No member of the Board and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct, and the Company shall not be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a Director, officer or employee of the Company.

ARTICLE VI.

AMENDMENT OF PLAN

6.1 Subject to any stockholder approval which may be required by law or the requirements of any stock exchange on which the Common Stock is then listed, the Plan may be amended, suspended or terminated in whole or in part from time to time by the Board, except no amendment, suspension, or termination shall apply to the payment to any Director or beneficiary of a deceased Director of an amounts previously credited to a Director’s Accounts, without the Director’s consent (or the beneficiary’s consent in the case of a deceased Director).

6.2 Notice of every such amendment shall be given in writing to each Director and beneficiary of a deceased director.

ARTICLE VII.

CHANGE OF CONTROL

7.1 Notwithstanding any election under Section 2.3 or the provisions of Section 4.1 to the contrary, upon the occurrence of a Change of Control the amounts credited to a Director’s Accounts shall be paid in a lump sum on the date of the Change of Control.

7.2 A Director’s Accounts shall be paid within thirty (30) days following the Change of Control, but in no event later than the later of: (a) December 31 of the year in which the Change of Control occurs, or (b) two and one-half (2 ¹ / 2 ) months following the date of the Change of Control.

ARTICLE VIII.

EFFECTIVE DATE

This Plan was originally adopted by the Board of Directors on June 10, 2007, but effective as of July 1, 2007.

Exhibit 10.15

Hyatt Hotels Corporation

Amended and Restated Summary of Non-Employee Director Compensation (July 2009)

All non-employee Directors of Hyatt Hotels Corporation (“ HHC ”) will be entitled to receive the following compensation pursuant to the non-Employee Director Compensation Program (the “ Program ”):

I.	BOARD RETAINERS AND COMMITTEE FEES:

Members will be entitled to both annual retainers for service on the board of directors of HHC (the “ Board ”) as well as service as members on any committee of the Board ¹ in the following amounts:

Board Annual Retainers :

•

$50,000 annual cash retainer (“ Annual Fee ”). The Annual Fee will be paid on a quarterly basis, if the Director has served the entire fiscal quarter. Directors will receive a check for $12,500 after the end of each fiscal quarter, but may elect to receive all or a portion of the Annual Fee in shares of HHC Common Stock. If shares of HHC Common Stock are selected, the date of grant will be the last business day of the fiscal quarter and will be considered delivered on such date. (“ Restricted Stock ”). The Restricted Stock will be reflected in the brokerage account established by HHC for the Director.

•

$75,000 payable in the form of shares of Restricted Stock (“ Annual Equity Retainer ”). The Annual Equity Retainer will be paid on a quarterly basis, if the Director has served the entire fiscal quarter. Directors will receive the Annual Equity Retainer equal to the value of $18,500 in HHC Common Stock at the end of each fiscal quarter. The number of shares of Restricted Stock issued under the Annual Equity Retainer for each fiscal quarter grant will be determined using the price of HHC Common Stock as of the last business day of the fiscal quarter and will be considered delivered on such date.

•

Newly elected Directors will receive $75,000 payable in the form of Restricted Stock (“ Initial Equity Retainer ”). The Initial Equity Retainer will be payable on the date of election or appointment as a Director equal to the value of $75,000 in HHC Common Stock. ²

Committee Retainers :

•

$3,000 annual cash retainer for members of Committees other than Audit Committee

Committee retainers and fees will be paid in cash only and Directors will not have the right to elect to receive Restricted Stock or RSUs in lieu of cash. The Committee Retainers will be paid within 30 days of the HHC annual meeting and will be based on the number of whole fiscal quarters in which the committee member has served or is expected to serve for the current fiscal year.

²	Note: The deferral feature was removed in July of 2009 and the payment date for the Initial Equity Retainer was changed from the 13 ^th month following date of election or appointment to the date of election or appointment.

•

$9,000 annual cash retainer for members of Audit Committee.

Committee Chair Retainers : ³

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$25,000 annual cash retainer for Audit Committee Chair.

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$12,000 annual cash retainer for Compensation Committee Chair.

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$6,000 annual cash retainer for all other Committee Chairs.

Committee Meeting Fees (in person or telephonic) : ⁴

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$1,200 cash per meeting.

II.

DIRECTORS DEFERRED COMPENSATION PLAN

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Directors may defer receipt of all or any portion of their Annual Fee or Annual Equity Retainer (collectively the “ Retainer ”) pursuant to a Directors’ Deferred Compensation Plan (the “ Deferred Plan ”).

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Amounts deferred under the Deferred Plan will be denominated in restricted stock units (each an “ RSU ”), which entitles the Director the right to receive shares of common stock (not subject to restrictions other than the minimum ownership requirements described below) at a set time in the future.

•

RSUs do not entitle the Director to rights as a stockholder. Stock will be issued and delivered in settlement of the RSU automatically on the earlier of the Director’s termination of service as a Director for any reason, or a change of control (within the meaning of the current LTIP). However, at the time of the election to receive RSUs, a Director may elect to have the Stock delivered in settlement of the RSU in the fifth calendar year after deferral. ⁵

•

RSUs will carry dividend equivalent rights for each RSU. In the event that HHC pays dividends, dividend equivalent rights entitle the Director to receive dividends on the RSUs as if they were actually issued shares of common stock.

Committee Chairs receive only the Committee Chair retainer and not the committee retainer. The Committee Chair Retainers will be paid within 30 days of the HHC annual meeting and will be based on the number of whole fiscal quarters in which the Committee Chair has served or is expected to serve for the current fiscal year.

⁴	Committee meeting fees will be paid for attending entire meetings (with appropriate exceptions as determined by the Committee Chair). Committee meeting fees will not be paid to ex-officio members of a committee.

⁵

Delivery of the Stock cannot be accelerated other than on termination as a Director or Change in Control. Delivery of the Stock may be deferred beyond five years, but such deferral must be for at least an additional five years and the election to delay delivery must be made at least 12 months prior to the year in which the Stock was otherwise to be delivered.

III.

OTHER TERMS

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Deferral Elections : To the extent a Director desires to defer receipt of all or any part of the Retainers under the Deferred Plan, such election must be made on or prior to December 31 of the prior calendar year. Once an election to defer is made, it may be revoked and changed only for future years.

•

Calculation of Number of Shares of Restricted Stock or RSUs : The number of shares of Restricted Stock or shares subject to RSUs to be delivered to a Director will be calculated by dividing the dollar amount of the relevant entitlement by the fair market value of a share of HHC Common Stock as determined by, and in the sole discretion of, the Compensation Committee as of the date of grant with reference to the most recent third party valuation of HHC prepared at the request of HHC for the purpose (among others) of employee and Director compensation. In the event HHC becomes publicly traded the fair market value of a share of HHC Common Stock will the closing price of HHC Common Stock on the date of the grant. Only whole shares of Restricted Stock or RSU’s will be issued and the remaining partial value for each fiscal quarter will be accumulated and allocated to the next fiscal quarter, however, in the last fiscal quarter, the value of the grant will be rounded up to the next whole share of HHC Common Stock.

For purposes of calculating shares of Restricted Stock deliverable in payment of the Initial Equity Retainer, the fair market value shall be determined on the date the Director is elected/appointed to the Board of Directors. Only whole shares of Restricted Stock will be issued and the value of the Initial Equity Retainer will be rounded up to equal the next whole share of HHC Common Stock.

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Vesting : All shares of Restricted Stock or RSUs will be immediately vested.

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Stockholders Agreement : All Directors who receive Restricted Stock or RSUs will become party and subject to the terms of the Stockholders Agreement. The Stockholders Agreement will include restrictions on transfer, a right of first refusal in favor of HHC and existing Pritzker family related stockholders, and a drag along right in favor of existing Pritzker family related stockholders triggered by change of control type transactions and a proxy.

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Minimum Required Ownership : All Directors will be expected to own, within 5 years of their election or appointment to the Board, Restricted Stock or RSUs having a value equal to 3 times the value of the Annual Equity Retainer (currently $225,000 based on proposed award levels).

IV.

TAX TREATMENT OF RESTRICTED STOCK AND RSUs:

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Directors will be taxed as ordinary income on the value of the Restricted Stock on the date the Restricted Stock is issued and delivered. The capital gain and Rule 144 holding periods both begin on such date.

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Directors will not be taxed on RSUs until the actual shares are issued and delivered. At that time, the value of the shares delivered will be taxable as ordinary income. For purposes of Rule 144 and capital gain tax rules, the relevant “holding period” does not begin until the shares (as opposed to RSUs) are actually issued.

Exhibit 10.16

GLOBAL HYATT CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT, dated December 18, 2006 (the “ Effective Date ”), by and between Global Hyatt Corporation, a Delaware corporation (the “ Company ”), and Mark S. Hoplamazian (“ Executive ”).

WHEREAS, the Company and Executive have entered into an Employment Agreement (as amended from time to time, the “ Employment Agreement ”) dated November 27, 2006, pursuant to which Executive will serve as President and Chief Executive Officer of the Company on the terms and conditions set forth and described therein; and

WHEREAS, pursuant to the Employment Agreement, the Company has agreed to grant to Executive an aggregate of Two Hundred Ten Thousand (210,000) restricted stock units (the “ RSUs ”) representing the right to receive an equal number of shares of common stock of the Company, par value $0.01 per share (“ Common Stock ”) on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows:

1. Definitions . Capitalized terms not otherwise defined herein shall have the meaning set forth in the Employment Agreement, unless otherwise indicated.

2. Grant of RSUs . Pursuant to Section 5.2 of the Employment Agreement, Executive is hereby granted, on the Effective Date, deferred compensation in the form of Two Hundred Ten Thousand (210,000) RSUs pursuant to the terms of this Agreement.

3. Dividend Equivalents . To the extent that dividends are paid on Common Stock, Executive shall be entitled to receive with respect to the RSUs (as such RSUs may be adjusted under Section 6), dividend equivalent amounts equal to the regular cash dividend payable to holders of Common Stock (to the extent regular quarterly cash dividends are paid) as if Executive were an actual shareholder with respect to the number of shares of Common Stock equal to his outstanding RSUs (the “ Dividend Equivalents ”). Executive’s rights to Dividend Equivalents shall cease upon forfeiture or payment of the RSUs pursuant to Section 4. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and paid to Executive as soon as practicable after the RSUs to which such Dividend Equivalents relate vest in accordance with Section 4 below. Dividends Equivalents paid on vested RSUs shall be paid at the same time as the dividends paid to the holders of Common Stock.

4. Vesting and Payment of RSUs .

(a) Until vested, the RSUs shall be subject to forfeiture in the event of Executive’s termination of employment with the Company and all of its subsidiaries (“ Termination of Service ”). Notwithstanding the foregoing, the RSUs will vest and no longer be subject to forfeiture under this Agreement as follows:

(i) One-Third of the RSUs shall vest on each anniversary of the Effective Date, with full vesting on the third anniversary of the Effective Date;

(ii) Notwithstanding Section 4(a)(i), if Executive’s Termination of Service is without Cause or by Executive for Good Reason, Executive shall be fully vested in the RSUs upon such Termination of Service;

(iii) Notwithstanding Section 4(a)(i), if Executive’s employment with the Company terminates by reason of the Executive’s death or Disability, one-third of the RSUs will vest if the Executive’s Termination of Service is on or prior to the first Effective Date Anniversary, two-thirds of the RSUs will vest if such date is on or after the first but before the second Effective Date Anniversary, and Executive shall be fully vested in the RSUs if his Termination of Service occurs after the second Effective Date Anniversary;

(iv) Notwithstanding Sections 4(a)(i) or (ii), if Executive’s employment with the Company is terminated by the Company for any reason within 12 months after a Change in Control or in contemplation of a Change in Control, then Executive shall be fully vested in the RSUs upon such Termination of Service; or

(v) Notwithstanding anything contained in this Section 4(a), Executive shall forfeit all RSUs if his Termination of Service is for Cause prior to the third anniversary of the Effective Date.

(b) Shares of Common Stock (“ Unit Shares ”) equal to the vested RSUs shall be paid to the Executive in settlement of the RSUs on the earlier of:

(i) The first business day following the third anniversary of the Effective Date;

(ii) The first business day following his Termination of Service if such Termination of Service is prior to an IPO; or

(iii) The first business day following the six month anniversary of his Termination of Service if such Termination of Service is following an IPO.

(c) All Unit Shares shall be subject to the terms of the Global Hyatt Corporation Long-Term Incentive Plan Stockholders’ Agreement, as amended from time to time, (the “ LTIP Stockholders’ Agreement ”). By execution of this Agreement, Executive agrees to become a party to and be treated as a Stockholder (as defined in the LTIP Stockholders’ Agreement), and for all purposes thereof the Unit Shares shall be treated as Common Stock issued upon exercise of a vested SAR as defined in the LTIP Stockholders’ Agreement. For purposes of clarity, the parties acknowledged and agree that the Existing Stockholders (as defined in the LTIP Stockholders’ Agreement) shall be third party beneficiaries of Executive’s agreements under this Section 4(c) as though each Existing Stockholder was a signatory hereto for the purposes of this Section 4(c).

(d) If the Unit Shares are delivered following an IPO, the Company shall deposit such Unit Shares in an account designated by Executive and maintained at a brokerage house selected by Executive. Any such Unit Shares shall be duly authorized, fully paid and non-assessable shares, and listed with the principal United States securities exchange on which the Common Stock is admitted to trading.

(e) Except as otherwise provided in this Agreement, (i) Executive shall not be deemed to be a holder of any Common Stock pursuant to a Unit until the date such shares are issued to him either in book or other electronic form, or by the issuance of a certificate to him for such shares and (ii) Executive shall not have any rights to dividends or any other rights of a stockholder with respect to the shares of Common Stock underlying the RSUs until such shares of Common Stock have been issued to him, which issuance shall not be unreasonably delayed.

(f) The Company may require that Executive pay to the Company, or the Company may otherwise withhold at the time of payment of an RSU, any such amount as is required by law or regulation to be withheld for Federal, state or local income tax or any other taxes incurred by reason of the payment. Such withholding may be applied by the Company against other wages or compensation payable to the Executive or may be applied against Unit Shares otherwise deliverable under the RSU. If withholding is applied against Unit Shares deliverable under the RSU, the amount of Unit Shares withheld shall be based on the Share Value (as defined in the LTIP) if prior to an IPO or the closing price of the Common Stock on the principal United States securities exchange on which the Common Stock is then traded if after an IPO on the date of withholding. Notwithstanding anything to the contrary herein, if the tax obligation arises during a period in which the Executive is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding Unit Shares.

(g) Executive’s right to receive payment of any amounts under this Agreement shall be an unfunded entitlement and shall be an unsecured claim against the general assets of the Company.

5. Registration Covenant . As soon as practicable following an IPO the Company agrees to file a registration statement on Form S-8 registering the RSUs and the Unit Shares deliverable thereunder.

6. Changes in the Common Stock and Adjustment of RSUs .

(a) In the event the outstanding shares of the Common Stock shall be changed into an increased number of shares, through a share dividend or a split-up of shares, or into a decreased number of shares, through a combination of shares, then immediately after the record date for such change, the number of RSUs then subject to this Agreement shall be proportionately increased, in case of such share dividend or split-up of shares, or proportionately decreased, in case of such combination of shares. In the event the Company shall issue any of its shares of stock or other securities or property (other than Common Stock which is covered by the preceding sentence) in a reclassification of the Common Stock (including without limitation any such reclassification in connection with a

consolidation or merger in which the Company is the continuing entity), the kind and number of RSUs subject to this Agreement immediately prior thereto shall be adjusted so that the Executive shall be entitled to receive the same kind and number of shares or other securities or property which the Executive would have owned or have been entitled to receive after the happening of any of the events described above, had he owned the shares of the Common Stock represented by the RSUs under this Agreement immediately prior to the happening of such event or any record date with respect thereto, which adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b) In the event the Company shall distribute to all holders of the Common Stock evidences of its indebtedness or assets (including leveraged recapitalizations with special cash distributions, but excluding regular quarterly cash dividends), then in each case the number of RSUs thereafter subject to this Agreement shall be determined by multiplying the number of RSUs theretofore subject to this Agreement by a fraction, (i) the numerator of which shall be the then current market value per share of Common Stock (as determined under Section 6(c) below) on the record date for such distribution, and (ii) the denominator of which shall be the then current market value per share of the Common Stock less the then fair value (as mutually determined in good faith by the Board and the Executive) of the portion of the assets or evidences of indebtedness so distributed applicable to a share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

(c) For the purpose of any computation under Section 6(b) above of this Section 6, the current market price per share of the Common Stock at any date shall be (i) the Share Value if prior to an IPO and (ii) the average of the closing price of the Common Stock on the principal United States securities exchange on which the Common Stock is then listed, if after an IPO, for 15 consecutive Trading Days (as defined herein) before the date of such computation. “ Trading Day ” shall be each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which the Common Stock is not traded on the principal United States securities exchange on which the Common Stock is traded.

(d) For the purpose of this Section 6, the term “Common Stock” shall mean (i) the class of Company securities designated as the Common Stock at the date of this Agreement, or (ii) any other class of equity interest resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to the second sentence of Section 6(a) above, the Executive shall become entitled to RSUs representing any shares other than the Common Stock, thereafter the number of such other shares represented by a Unit Share shall be subject to adjustment from time to time in a manner and on the terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 6, and the provisions of this Agreement with respect to the shares of Common Stock represented by the RSUs shall apply on like terms to any such other shares.

(e) In case of any consolidation of the Company or merger of the Company with another corporation as a result of which Common Stock is converted or modified, or in case of any sale or conveyance to another corporation of the property, assets and business of the

Company as an entirety or substantially as an entirety, the Company shall modify the RSUs so as to provide the Executive with RSUs reflecting the kind and amount of shares and other securities and property that he would have owned or have been entitled to receive immediately after the happening of such consolidation, merger, sale or conveyance had his RSUs immediately prior to such action actually been shares and, if applicable, other securities of the Company represented by those RSUs. The provisions of this Section 6(e) shall similarly apply to successive consolidations, mergers, sales or conveyances.

(f) If the Company distributes rights or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for the distribution, the Company shall distribute to Executive equivalent amounts of such rights or warrants as if Executive were an actual shareholder with respect to the number of shares of Common Stock equal to his outstanding RSUs. Such rights or warrants shall, subject to the same vesting schedule as the RSUs, be exercisable at the same time, on the same terms, and for the same price as the rights or warrants distributed to holders of the Common Stock.

(g) In case any event shall occur as to which the provisions of this Section 6 are not applicable but the failure to make any adjustment would not fairly protect the rights represented by the RSUs in accordance with the essential intent and principles of this Section 6 then, in each such case, the Company shall make an adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 6, reasonably necessary to preserve, without dilution, the rights represented by the RSUs. The Company will promptly notify the Executive of any such proposed adjustment.

(h) Notwithstanding anything to the contrary contained herein, the provisions of Section 6 shall not apply to, and no adjustment is required to be made in respect of, any of the following: (i) the issuance of shares of Common Stock upon the exercise of any other rights, options or warrants that entitle the holder to subscribe for or purchase such shares (it being understood that the sole adjustment pursuant to this Section 6 in respect of the issuance of shares of Common Stock upon exercise of rights, options or warrants shall be made at the time of the issuance by the Company of such rights, options or warrants, or a change in the terms thereof); (ii) the issuance of shares of Common Stock to the Company’s employees, directors or consultants pursuant to bona fide benefit plans adopted by the Company’s Board; (iii) an IPO or other the issuance of shares of Common Stock in a bona fide public offering; (iv) the issuance of shares of Common Stock pursuant to any dividend reinvestment or similar plan adopted by the Company’s Board to the extent that the applicable discount from the current market price for shares issued under such plan does not exceed 5%; and (v) the issuance of shares of Common Stock in any arm’s length transaction, directly or indirectly, to any party.

(i) Notwithstanding anything in this Agreement to the contrary, in the event of a spin-off by the Company to its shareholders, Executive’s participation in such spin-off with respect to the RSUs and the adjustment of the RSUs shall be determined in an appropriate and equitable manner, and it is the intention of the parties hereto that, to the extent practicable, such adjustment shall include an equity interest in the spin-off entity.

(j) In the event the parties hereto cannot agree upon an appropriate and equitable adjustment to the RSUs, the services of an independent investment banker mutually acceptable to Executive and the Company shall (at the sole expense of the Company) be retained to determine an appropriate and equitable adjustment, and such determination shall be binding upon the parties.

7. No Right to Employment . Nothing in this Agreement shall confer upon Executive the right to remain in employ of the Company or any subsidiary of the Company.

8. Nontransferability . This Agreement shall not be assignable or transferable by the Company (other than to successors of the Company) and this Agreement and the RSUs shall not be assignable or transferable by the Executive other than by will or by the laws of descent and distribution, and the RSUs may be paid out during the lifetime of the Executive only to him. More particularly, but without limiting the generality of the foregoing, the RSUs may not be assigned, transferred (except as provided in the preceding sentence), pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Agreement, and any levy of any attachment or similar process upon the RSUs, shall be null and void and without effect.

9. Arbitration . If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, such dispute shall be settled in accordance with the provisions of Section 14 of the Employment Agreement; provided that for the purposes of Section 14 of the Employment Agreement, the arbitration panel will apply the substantive law (and the law of remedies, if applicable) of the State of Delaware (as opposed to the State of Illinois), without giving effect to the principles of conflict of law and will be without jurisdiction to apply any different substantive law.

10. Entire Agreement . This Agreement, the Employment Agreement and the LTIP Stockholders Agreement contain all the understandings between the parties hereto pertaining to the matters referred to herein, and supersede all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Executive represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, basis or effect of this Agreement or otherwise.

11. Amendment or Modification; Waiver . No provision of this Agreement may be amended, modified or waived unless such amendment or modification is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

12. Notices . Any notice to be given hereunder shall be in writing and shall be deemed given when delivered personally, sent by courier or telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing. Notice to the

Executive shall be sent to the most recent address the Company has on file in its records, with a copy to Cleary Gottlieb, Steen & Hamilton, 2000 Pennsylvania Avenue, N.W., Washington, D.C. 20006; Attention: Linda J. Soldo. Notice to the Company shall be sent to Global Hyatt Corporation, 71 South Wacker Drive, 12 ^th Floor, Chicago, Illinois 60606; Attention: General Counsel. Any notice delivered personally or by courier under this Section 12 shall be deemed given on the date delivered and any notice sent by telecopy or registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date telecopied or mailed.

13. Severability . If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

14. Survivorship . The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement, the Employment Agreement or Executive’s employment to the extent necessary for the intended preservation of such rights and obligations.

15. Successors .

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. However, this Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, administrators, beneficiaries and legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may not assign this Agreement to any person without the express written consent of the Executive; provided that for the purposes of the immediately preceding sentence, the term “Company” shall include any successor to the Company’s business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.

16. Governing Law . This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles.

17. Jurisdiction and Venue . The parties irrevocably consent to the personal jurisdiction and venue of the United States District Court for the Northern District of Illinois and of the Illinois Circuit Court of Cook County (a) to compel arbitration pursuant to Section 9 above and (b) to enforce any arbitration award arising out of or relating to or in connection with this Agreement. The parties further agree that, subject to immediately preceding sentence, all disputes arising out of or relating to or in connection with this Agreement shall be adjudicated exclusively in Chicago, Illinois

18. Headings . All descriptive headings of sections and paragraphs in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

19. Waiver . Any party’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision hereof.

20. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Agreement as of the date first above written.


THE COMPANY:

GLOBAL HYATT CORPORATION

By:		/s/ Susan T. Smith
Name:		Susan T. Smith
Title:		Senior Vice President and General Counsel

THE EXECUTIVE:

/s/ Mark S. Hoplamazian
Mark S. Hoplamazian

Exhibit 10.17

Hyatt Hotels Corporation

71 South Wacker Drive

Chicago, IL 60606

312-780-5816

Fax: 312-780-5282

July 30, 2009

CONFIDENTIAL

Mark S. Hoplamazian

c/o Hyatt Hotels Corporation

71 South Wacker Drive, 12 ^th Floor

Chicago, Illinois 60606

Dear Mark:

This letter agreement will set forth the terms of your employment as President and Chief Executive Officer of Hyatt Hotels Corporation (“ Hyatt ” or the “ Company ”), commencing August 1, 2009 (the “ Effective Date ”), and shall supersede and replace the Employment Agreement dated November 27, 2006 between you and Hyatt (the “ Prior Agreement ”), except as specifically set forth in this letter agreement.


Position:		President and Chief Executive Officer.

Board:		Prior to the initial public offering of the Company’s common stock (“ IPO ”), so long as you are the President and Chief Executive Officer of the Company you will be appointed to the Board of Directors of the Company (“ Board ”). Following the IPO, so long as you are the President and Chief Executive Officer of the Company, the Company will use commercially reasonable efforts to nominate you for re-election as a director prior to the end of your term. If you are not re-elected to the Board, you will be entitled to terminate your employment with the rights and entitlements available to you under the Company’s Severance Plan (as in effect and as amended from time to time, the “ Severance Plan ”) as if your employment was terminated by the Company without Cause.

Reporting:		You will report to the Board.

Scope:		You will devote substantially all of your business time and attention to the business and affairs of the Company as reasonably necessary to fulfill your duties and responsibilities hereunder. You will be permitted to (a) engage in civic, philanthropic or similar activities and teach or speak at educational or civic institutions or organizations, which activities, you will disclose to the Company upon the written request of the Chairman of the Board (the “ Chairman ”), from time to time, (b) manage your personal affairs and investments, and (c) engage in other activities consented to in advance by the Chairman; provided, that in the reasonable determination of the Chairman or his designee (which may be the Board or a committee of the Board), such activities under clauses (a), (b) and (c) of this do not, interfere materially with your duties and responsibilities under this letter agreement.



Term:		From the Effective Date through December 31, 2012. Notice by the Company or you to extend the term of your employment with the Company beyond December 31, 2012 must be delivered to the other party in writing on or before June 30, 2012. Any agreement to extend the term of your employment with the Company will set forth the terms and conditions of any such extension and executed by you and on behalf of the Company.

Base Salary:		From and after August 1, 2009, your base salary will be $950,000 on an annualized basis (payable in accordance with the Company normal payroll of base salary to senior executives), less required tax and other authorized withholdings. Your salary will be reviewed annually by the Compensation Committee of the Board (the “ Committee ”) and may be increased at their discretion.

Incentive Eligibility:		For calendar year 2009 and thereafter, your target incentive will be 150% of your base salary if target performance is achieved and up to 300% of base salary at maximum performance. For the avoidance of doubt you are not entitled to any minimum incentive award. All incentive payments will be subject to the terms and conditions of the Hyatt Incentive Plan for the year.

Annual Equity Participation:		For the 2010 year and thereafter, you will be eligible for annual grants under the Amended and Restated Global Hyatt Long Term Incentive Plan (as amended and restated from time to time, “ LTIP ”) similar to other senior executives of Hyatt; provided that all LTIP grants for services relating to calendar year 2012 shall be made no later than December 31, 2012 unless the term of your employment with the Company is extended beyond December 31, 2012 as provided above. Such annual LTIP grants currently take the form of stock appreciation rights (“ SARs ”) and/or restricted stock units (“ RSUs ”) and vest pro rata annually over the vesting period determined by the Committee (as Administrator of the LTIP), however, in the future such vesting may be, in part, performance based as determined by the Committee. Beginning with calendar year 2010, your annual grants will be targeted to have a grant date fair value (as determined under FAS 123R) equal to 350% of your base salary.

Additional Equity Grant:		Upon the Effective Date you will receive an additional equity grant with a grant date fair value (as determined under FAS 123R) equal to $1,662,500 split equally between SARs and RSUs. Such grants will be made under the LTIP, and will both vest ¹ / 4 on the first, second, third and fourth anniversary dates of the Effective Date. The base price on the SARs shall be equal to the Share Value, as defined in the LTIP.

LTIP:		All SAR and RSU grants, whether annual or supplemental, will be subject to the terms and conditions set forth in the LTIP (including the class of


		shares available) and the applicable award agreements approved by the Committee; provided that to the extent your employment with the Company terminates for any reason other than cause (as defined in the Severance Plan) prior to full vesting of any of your LTIP awards, such awards will continue to vest and be exercisable and payable as if your employment continued so long as you (a) provide a general release of claims against the Company in such form as the Company may reasonably require and (b) you do not engage in Competition (as defined below). If you do not provide a general release of claims against the Company, you revoke or violate such release or you engage in Competition with the Company, then you will forfeit any LTIP awards which were not vested upon your termination of employment. For this purpose “ Competition ” shall mean the provision of services as an employee, contractor, director, advisor, or in any other capacity, or ownership, directly or indirectly for or with a Competitor, as determined in the sole discretion of the Committee; provided, however, you will not be deemed to be engaged in Competition by reason of your ownership of less than 5% of any public company that is a Competitor, whether directly or indirectly. A “ Competitor ” shall mean any enterprise a principal business of which is the ownership, management and/or development of hotels, resorts and/or timeshares and fractional properties in any geographic area in which the Company is then conducting or planning to conduct such business, and which actively competes with the Company for customers, as determined in the sole discretion of the Committee. To the extent that Hyatt’s common stock is not publicly traded, any shares of Hyatt common stock received upon exercise of the SARs or upon settlement of the RSUs will be subject to the terms and conditions, including transfer restrictions, set forth in the Amended and Restated Stockholders’ Agreement applicable to LTIP participants (as amended from time to time).

Benefits:		As an employee of Hyatt you will receive the following benefits at the level and under terms which, in the aggregate are substantially equivalent to those provided from time to time to the Company’s senior executive officers generally: • Medical and Dental insurance • Life Insurance • 401(k) and Retirement Savings Plan • Disability Coverage • Vacation benefits • Automobile lease in accordance with Hyatt’s policies for officers



		• Monthly parking in Hyatt Center • Executive Dining Room privileges for you and your business guests • Deferred Compensation Plan • Executive Medical Plan All our benefit plans and programs are subject to change or termination at any time at the discretion of the Committee or the Board.

Termination; Severance; Change of Control:		Upon termination of your employment with the Company your rights to any severance will be determined under the Severance Plan (or, if applicable, the Company’s Change in Control Plan, as in effect and as amended from time to time (the “ CiC Policy ”)) applicable to your position, if any, as in effect at such time.

Restrictive Covenants:		You will be bound by the restrictive covenants set forth in your LTIP award agreements and in your Confidentiality, Intellectual Property, Non-Solicitation and Non-Disparagement Agreement (“ CIPN&N Agreement ”).

Prior Agreement:		Sections 5.1 (Stock Appreciation Rights) and Section 5.2 (Restricted Stock Units) will survive the termination of the Prior Agreement.

Legal Costs:		You will be responsible for any legal costs associated with this letter agreement.

Indemnification:		You shall be indemnified to the maximum extent provided under the indemnification provisions for officers and directors of the Company set forth in the Company’s Certificate of Incorporation and Bylaws.

Other:		As a condition of your continued employment with Hyatt, you confirm that you have signed or will agree to execute to a CIPN&N Agreement and the Company’s Code of Business Conduct and Ethics. In addition, you will be bound by all company policies to the extent that they apply to senior executives of the Company, including, the T&E Policy, the Internet Use Policy, the Compensation Recovery Policy, the Share Ownership Guidelines, the Severance Plan and the CiC Policy.

Please note that your employment at Hyatt is “at will.” This means that you may resign from Hyatt at any time with or without cause, and Hyatt has the right to terminate your employment with or without cause at any time subject to the terms of any Company polices applicable to your position at the time of termination, including, without limitation, the Severance Policy and the CiC Policy. Neither this letter agreement nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration. This letter agreement supersedes and replaces all prior written and oral communication on employment related subjects, including the Prior Agreement (except as otherwise expressly provided in this letter agreement).

Please sign and date this letter agreement in the space indicated and return it to my attention to evidence your understanding and agreement to the terms set forth herein.

Sincerely,

/s/ Thomas J. Pritzker

Thomas J. Pritzker

Chairman of the Board of Directors

Hyatt Hotels Corporation

Acknowledged and Agreed:

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

Date: July 30, 2009

Exhibit 10.18


		Mark S. Hoplamazian
		President & Chief Executive Officer
		Global Hyatt Corporation
		Hyatt Center
		71 South Wacker Drive, 12 ^th Floor
		Chicago, IL 60606
		Telephone:		(312) 780-5400
		Fax:		(312) 780-5282
		E-Mail:		mark.hoplamazian@hyatt.com

June 9, 2008

Personal & Confidential

Mr. Harmit Singh

(Via E-Mail)

Dear Harmit:

On behalf of Hyatt Corporation, I am pleased to offer you the position of Chief Financial Officer, Global Hyatt Corporation, subject to your review and agreement with the terms set forth in this offer and subject to the satisfactory completion of reference checks and other pre-employment screening.


Position:		Chief Financial Officer – Global Hyatt Corporation. You will also have the title of Executive Vice President – Global Hyatt Corporation. Please note that the title of Executive Vice President is not expected to be used in external communications (i.e., business cards, stationery) as is consistent with our title use for other senior GHC officers.

Reports To:		President and CEO, Global Hyatt Corporation

Start Date:		To be determined, but no later than July 31, 2008.

Salary:		$550,000 on an annualized basis. Your next merit increase review will occur along with the other senior officers in March 2009.

Bonus:		Your target bonus for 2008 is 80% of Salary. Our 2008 Bonus Plan provides for a range of possible payouts of 50% of target (40% of Salary) if threshold performance is achieved and up to 150% of target (120% of Salary) at maximum performance. Your actual bonus will be calculated based on achievement of budgeted Company EBITDA, achievement of function- or business line- specific performance and personal goals and will be payable as provided under the 2008 Bonus Plan. Your 2008 bonus amount will be prorated for a partial year, subject to a minimum guaranteed bonus payment for 2008 of $200,000. Bonuses and the terms of any bonus plans for 2009 and beyond are not guaranteed.

Mr. Harmit Singh

June 9, 2008

Page 2


Equity Participation:		An initial special grant of Restricted Stock Units (“RSU”) (the “Initial Grant”) will be made within 30 days of your Start Date. The Initial Grant will be subject to a four-year vesting schedule as follows:

		• First anniversary of Start Date – 10%

		• Second anniversary of Start Date – 25%

		• Third anniversary of Start Date – 25%

		• Fourth anniversary of Start Date – 40%

		An additional grant of 15,670 RSUs (the “Supplemental Grant”) will be made within 30 days of your Start Date and will vest 10% per annum on each anniversary of your Start Date.

		The Initial Grant and the Supplemental Grant will be made under the Global Hyatt Long Term Incentive Plan (“GHLTIP”) and will subject to the terms and conditions set forth in the GHLTIP and the applicable Award Agreements. The common stock of Global Hyatt Corporation underlying the RSUs will be subject to the terms and conditions, including transfer restrictions, set forth in the Amended and Restated Stockholders’ Agreement applicable to GHLTIP participants.

		As provided in the GHLTIP, the reference fair market value per share is determined by an annual third party valuation, currently conducted by Duff & Phelps. Based on the most recent valuation of $29.09 per share as of December 31, 2007, the value of your Initial Grant is $727,250 and of your Supplemental Grant is approximately $455,840 for a total of approximately $1,183,090.

		It is expected that there will be annual grants of RSUs and Stock Appreciation Rights (SARs) for this position commencing in 2009 (applicable to 2008 service). The annual grants are expected to be in amounts reflecting value (as determined using Black-Scholes or similar method as determined with reference to the accounting for such awards) that would be approximately 1.5x Salary. For illustrative purposes, based on the Salary level noted above ($500,000) and the Black-Scholes valuation utilized this past year, and assuming that all of the GHLTIP awards were in the form of SARs, the implied grant would be approximately 74,632 SARs with a grant value of approximately $2.2 million (=74,632 x $29.09 stock price). The GHLTIP awards in 2008 were a mix of SARs (2/3 of total GHLTIP value delivered) and RSUs (1/3 of total GHLTIP value delivered) for the senior-most

Mr. Harmit Singh

June 9, 2008

Page 3


		executives at Global Hyatt Corporation and we expect that grants in the future will also be a mix of SARs and RSUs. The GHLTIP potential for key positions will be reviewed from time to time with reference to third party benchmarks and, therefore, is subject to change. It is also possible that awards may be made other than on an annual basis.

Benefits:		As an associate of Global Hyatt Corporation, you will receive the following benefits, participant eligibility for which commences on the first day of the first full month following your completion of 90 days of employment:

		• Medical and Dental insurance. Hyatt will reimburse you for COBRA coverage during the waiting period, if needed

		• Life Insurance

		• 401(k) and Retirement Savings Plan

		• Disability coverage

		• Vacation benefit – you will be entitled to three (3) weeks of vacation

		You will immediately be eligible for:

		• Automobile allowance of $800 per month

		• Monthly parking in Chicago

		• Executive Dining Room privileges

		Details relating to your benefit package will be provided under separate cover.

Deferred Savings Plan:		You will also be eligible to participate in our Key Management Deferred Savings Plan (the “Plan”) beginning with the first full month following your completion of 90 days of employment. Currently, this plan allows you to defer up to $50,000, plus all or a portion of your annual bonus, on an annual pre-tax basis. After one full calendar year of service, this plan matches your contributions dollar for dollar on the first $12,000 provided that you are an active employee on December 31 of each year. Specific details of the Key Management Deferred Savings Plan will be made available to you upon your eligibility date. This plan is in addition to, not in lieu of, a 401(k) program under which there is matching up to the limit allowed by applicable rules. As with all of our benefit plans and programs, this Plan is subject to change or termination at any time at the discretion of Global Hyatt.

Mr. Harmit Singh

June 9, 2008

Page 4


Relocation:		Reasonable relocation costs will be paid by Global Hyatt upon receipt of invoices relating to relocation expenses as further outlined in the attached letter and exhibit.

Signing Bonus:		A signing bonus of $1,080,000 will be paid within 15 days of the Start Date. This is provided to offset other costs of relocation in addition to the reimbursement of direct relocation costs and selected foregone short and long-term incentive amounts. The signing bonus will be subject to repayment on a pro rata basis in the event you terminate your employment prior to the first anniversary of your Start Date other than a termination by you for Good Reason (as defined below). If you terminate your employment for Good Reason, then you will not be required to repay any of the Signing Bonus. “Good Reason” means, without your written consent, (a) a change in your title, position or lines of direct reporting responsibility (b) any other material adverse change in the nature of your duties or responsibilities, (c) failure by Global Hyatt Corporation to pay or provide you with any of the Base Salary, Bonus or other compensation, or a benefits specified in this offer letter or any other material breach by Global Hyatt Corporation of the terms of this offer letter, or (d) the relocation of your primary office as assigned to you by Global Hyatt Corporation to a location more than 50 miles from Global Hyatt Corporation’s corporate headquarters on your Start Date.

Termination:		Global Hyatt Corporation has undertaken a review of its severance policies for its senior executives. This review is expected to be completed prior to March 31, 2009. In the event your employment is terminated by Global Hyatt Corporation without Cause (as defined below) or by you for Good Reason you will be entitled to (A) continuation of certain medical benefits for a period of one year following termination (subject to mitigation in the event that you secure medical benefits following your separation from Global Hyatt Corporation) and (B)(i) if such termination occurs prior to the third anniversary of your Start Date, severance policy of Global Hyatt Corporation for its senior executives, but not less than $2,000,000 or (ii) if such termination occurs following the third anniversary of your Start Date, severance pay in accordance with the then prevailing severance policy of Global Hyatt Corporation for its senior executives, but not less than $1,000,000. Following the one-year period after the date of a termination without Cause, you will be entitled to enroll in COBRA in accordance with applicable law. “Cause” shall mean (a) your engagement in gross negligence or willful misconduct in the performance

Mr. Harmit Singh

June 9, 2008

Page 5


		of your material duties or material responsibilities; (b) your failure after written notice to perform your duties or your material breach of any agreement relating to your employment that in other case remains uncured for 14 days after notice to you of such failure or breach; or (c) your conviction of, or entering a plea of nolo contender to, a felony. In the event your employment is terminated by Global Hyatt Corporation without Cause or by you for Good Reason, in addition to cash severance you will also be deemed to vest in the next tranche of the Initial Grant scheduled to vest in the one year period following the date of termination.

Other:		As a condition to your employment with Global Hyatt Corporation, you will be asked to execute agreements relating to Confidentiality, Intellectual Property, Non-Solicitation and Non-Disparagement; T&E Policy; Internet Use Policy and background check. Prior to your Start Date you will be required to complete our Code of Business Conduct and Ethics acknowledgment, Conflicts Questionnaire, and other hiring forms.

Acceptance:		As required by law, you will need to provide proof of identity and work authorization. In addition, your offer is pending satisfactory reference checks and background verification. Please sign and return the enclosed authorization form. Failure to meet any of these contingencies will render you ineligible for employment.

Although we hope that your employment with us is mutually satisfactory, please note that your employment at Global Hyatt Corporation is “at will.” This means that you may resign from Global Hyatt Corporation at any time with or without cause, and Global Hyatt Corporation has the right to terminate this employment relationship with or without Cause at any time. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration. This letter supersedes and replaces all prior written or oral communication on employment-related subjects.

Mr. Harmit Singh

June 9, 2008

Page 6

I am very excited about the prospect of you joining the team and I assure you that the others with whom you have interacted here feel the same way. Please feel free to call me at (312) 780-5400 with any questions.

Sincerely,

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

President and CEO

Acknowledged and agreed:

/s/ Harmit Singh

Harmit Singh

Date: 6/11/08


		Mark S. Hoplamazian
		President & Chief Executive Officer
		Global Hyatt Corporation
		Hyatt Center
		71 South Wacker Drive, 12 ^th Floor
		Chicago, IL 60606
		Telephone:		(312) 780-5400
		Fax:		(312) 780-5282
		E-Mail:		mark.hoplamazian@hyatt.com

May 30, 2008

Harmit Singh

Dear Harmit:

Global Hyatt Corporation has proposed to advance to you or pay on your behalf relocation expenses in connection with your move to Chicago. These expenses will include:

•

Rental lease cancellation (if necessary)

•

Home sale assistance (please see attached details)

•

Transportation of one vehicle via carrier

•

Temporary housing

•

House hunting trips to Chicago

•

Return visits to family (as approved by Mark Hoplamazian)

•

Movement of household goods with pack and unpack

•

Temporary storage of household goods

•

Reimbursement of relocation food and accommodation expenses

These amounts will be funded to you or on your behalf to facilitate your move to begin your new employment. By signing this agreement, you specifically acknowledge that if for any reason your employment is voluntarily terminated by you within the first year of your employment, the unamortized portion of these expenses must be repaid to Global Hyatt Corporation.

So that there will be no future misunderstanding, you also specifically acknowledge that nothing in this letter constitutes a contract of employment for a particular period of time. You recognize that your employment is “at will” and may be terminated either by yourself or by Global Hyatt Corporation with or without cause at any time.

The sole purpose of this letter is to document the scope of activities that constitute relocation and the commitment to advance money to you or paid on your behalf for moving or relocation expenses and to specify the conditions upon which some of these funds might have to be repaid by you to Global Hyatt Corporation.

If the foregoing is satisfactory to you, please signify so by executing the original copy of this letter and returning it to my attention.

Should you have any questions, please feel free to contact me at (312) 780-5400.

Sincerely,

Mark Hoplamazian

President and CEO



Agreed and Accepted:

Name:

Date:

Hyatt Corporation

Home Sale Assistance Details

I.	For the purpose of finding a home, related covered expenses include:

•

Lodging

•

Meals

•

Laundry

•

Tips

•

Rental car during your home search

•

Local and long distance telephone charges directly relating to the move

II.

Home Sales Assistance

It is your responsibility to sell your current home personally or through a licensed Real Estate Broker. Hyatt will reimburse you for the following costs:

Real Estate Commissions up to the lesser of five percent (5%) of the actual selling price, up to five percent (5%) of the original price, or up to five percent (5%) of four (4) times the employee’s new salary at the time of transfer, whichever is the lesser amount.

Attorney’s fees

Deed preparation fees

Revenue stamps

Transfer taxes—state, country, or local

Title fees

Exterminator report

Mortgage prepayment penalties of up to one-half (1/2) month’s pay

III.

Reimbursement for the following expenses are excluded:

Loan origination fees

FHA or VA penalty points

Points

Any normal “buyer closing costs” that have been agreed to be paid by the seller, such as:

Appraisal fees

Credit reports

Loan application

Hazard insurance

IV.

Duplicate Housing Assistance

If you purchase or leases of new residence before your old residence has been sold or rented, Hyatt will reimburse you for the following expenses of the old residence for a maximum of three (3) months:

Two-thirds (2/3) of Mortgage Interest Payments

Two-thirds (2/3) of Real Estate Taxes

Duplicate insurance charges

Utility charges for heat, water, electricity, and gas

Note : If it is necessary for you to obtain a Bridge Loan to provide for a down payment on a new residence, Hyatt will reimburse you for as much as three (3) months interest.

Exhibit 10.19

Hyatt Hotels Corporation

71 South Wacker Drive

Chicago, IL 60606

317-780-5816

Fax: 312-780-5282

July 30, 2009

CONFIDENTIAL

Thomas J. Pritzker

c/o The Pritzker Organization, LLC

71 South Wacker Drive, 47 ^th Floor

Chicago, Illinois 60606

Dear Tom:

This letter agreement will set forth the terms of your employment as Executive Chairman of the Board of Hyatt Hotels Corporation (“ Hyatt ” or the “ Company ”) commencing August 1, 2009 (the “ Effective Date ”), and shall supersede and replace any prior agreements and understandings between you and Hyatt related to you employment with Hyatt (“ Prior Agreements ”).


Position:		Executive Chairman of the Board.

Board:		Prior to the initial public offering of the Company’s common stock (“ IPO ”), so long as you are a member of the Company’s Board of Directors (“ Board ”) you will be appointed as Executive Chairman. Following the IPO, so long as you are a member of the Board of the Company, the Company will use commercially reasonable efforts to appoint you as Executive Chairman as long as you are willing and able to serve in that office. If you are not re-appointed as Executive Chairman, you will be entitled to terminate your employment with the rights and entitlements available to you under the Company’s Severance Plan (as in effect and as amended from time to time, the “ Severance Plan ”) as if your employment was terminated by the Company without Cause.

Reporting:		You will report to the Board.

Scope:		You will devote sufficient business time and attention to the business and affairs of the Company as reasonably necessary to fulfill your duties and responsibilities hereunder. You will be permitted to (a) engage in civic, philanthropic or similar activities and teach or speak at educational or civic institutions or organizations, (b) manage your personal affairs and investments, and (c) engage in other business activities.

Term:		From the Effective Date through December 31, 2012. Notice by the Company or you to extend the term of your employment with the Company beyond December 31, 2012 must be delivered to the other party in writing


		on or before June 30, 2012. Any agreement to extend the term of your employment with the Company will set forth the terms and conditions of any such extension and executed by you and on behalf of the Company.

Base Salary:		From and after August 1, 2009, your base salary will be $475,000 on an annualized basis (payable in accordance with the Company normal payroll of base salary to senior executives), less required tax and other authorized withholdings. Your salary will be reviewed annually by the Compensation Committee of the Board (the “ Committee ”) and may be increased at their discretion.

Annual Equity Participation:		For the 2010 year and thereafter, you will be eligible for annual grants under the Amended and Restated Global Hyatt Long Term Incentive Plan (as amended and restated from time to time, “ LTIP ”) grants similar to other senior executives of Hyatt; provide that all LTIP grants for services relating to calendar year 2012 shall be made no later than December 31, 2012, unless the term of your employment with the Company is extended beyond December 31, 2012 as provided above. Such annual LTIP grants currently take the form of stock appreciation rights (“ SARs ”) and/or restricted stock units (“ RSUs ”) and vest pro rata annually over the vesting period determined by the Committee (as Administrator of the LTIP), however, in the future such vesting may be, in part, performance based as determined by the Committee. Beginning with calendar year 2010, your annual grants will be targeted to have a grant date fair value (as determined under FAS 123R) equal to 500% of your base salary.

LTIP:		All SAR and RSU grants, whether annual or supplemental, will be subject to the terms and conditions set forth in the LTIP (including the class of shares available) and the applicable award agreements approved by the Committee; provided that to the extent your employment with the Company terminates for any reason other than cause (as defined in the Severance Plan) prior to full vesting of any of your LTIP awards, such awards will continue to vest and be exercisable and payable as if your employment continued so long as you (a) provide a general release of claims against the Company in such form as the Company may reasonably require and (b) you do not engage in Competition (as defined below). If you do not provide a general release of claims against the Company, you revoke or violate such release or you engage in Competition with the Company, then you will forfeit any LTIP awards which were not vested upon your termination of employment. For this purpose “ Competition ” shall mean the provision of services as an employee, contractor, director, advisor, or in any other capacity, or ownership, directly or indirectly for or with a Competitor, as determined in the sole discretion of the Committee; provided, however, you will not be deemed to be engaged in Competition by reason of your ownership of less than 5% of any public company that is a Competitor, whether directly or


		indirectly. A “ Competitor ” shall mean any enterprise a principal business of which is the ownership, management and/or development of hotels, resorts and/or timeshares and fractional properties in any geographic area in which the Company is then conducting or planning to conduct such business, and which actively competes with the Company for customers, as determined in the sole discretion of the Committee. To the extent that Hyatt’s common stock is not publicly traded, any shares of Hyatt common stock received upon exercise of the SARs or upon settlement of the RSUs will be subject to the terms and conditions, including transfer restrictions, set forth in the Amended and Restated Stockholders’ Agreement applicable to LTIP participants (as amended from time to time).

Benefits:		As an employee of Hyatt you will receive the following benefits at the level and under terms which, in the aggregate are substantially equivalent to those provided from time to time to the Company’s senior executive officers generally: • Medical and Dental insurance • Life Insurance • 401(k) and Retirement Savings Plan • Disability Coverage • Vacation benefits • Automobile lease in accordance with Hyatt’s policies for officers • Monthly parking in Hyatt Center • Executive Dining Room privileges for you and your business guests • Deferred Compensation Plan • Executive Medical Plan All our benefit plans and programs are subject to change or termination at any time at the discretion of the Committee or the Board.

Termination; Severance; Change of Control:		Upon termination of your employment with the Company your rights to any severance will be determined under the Severance Plan (or, if applicable, the Company’s Change in Control Plan, as in effect and as amended from time to time (the “ CiC Policy ”)) applicable to your position, if any, as in effect at such time.

Restrictive Covenants:		You will be bound by the restrictive covenants set forth in your LTIP award agreements and in your Confidentiality, Intellectual Property, Non-Solicitation and Non-Disparagement Agreement (“ CIPN&N Agreement ”).


Legal Costs:		You will be responsible for any legal costs associated with this letter agreement.

Indemnification:		You shall be indemnified to the maximum extent provided under the indemnification provisions for officers and directors of the Company set forth in the Company’s Certificate of Incorporation and Bylaws.

Other:		As a condition of your continued employment with Hyatt, you confirm that you have signed or will agree to execute to a CIPN&N Agreement and the Company’s Code of Business Conduct and Ethics. In addition, you will be bound by all company policies to the extent that they apply to senior executives of the Company, including, the T&E Policy, the Internet Use Policy, the Compensation Recovery Policy, the Share Ownership Guidelines, the Severance Plan and the CiC Policy.

Please sign and date this letter agreement in the space indicated and return it to my attention to evidence your understanding and agreement to the terms set forth herein.

Sincerely,

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

President and Chief Executive Officer

Hyatt Hotels Corporation

Acknowledged and Agreed:

/s/ Thomas J. Pritzker

Thomas J. Pritzker

Date: July 30, 2009

Exhibit 10.21

AMENDED AND RESTATED

OFFICE LEASE

BETWEEN

FRANKMON LLC,

AS LANDLORD

AND

HYATT CORPORATION,

AS TENANT

71 SOUTH WACKER DRIVE, CHICAGO, ILLINOIS

TABLE OF CONTENTS


		Page

ARTICLE 1. Premises, Term and Rentable Area		1

ARTICLE 2. Net Rent		6

ARTICLE 3. Additional Rent		7

ARTICLE 4. Construction of Building and Premises		24

ARTICLE 5. Use and Rules		33

ARTICLE 6. Services and Utilities		35

ARTICLE 7. Shared Facilities		44

ARTICLE 8. Alterations and Liens		62

ARTICLE 9. Maintenance and Repairs		66

ARTICLE 10. Casualty Damage		68

ARTICLE 11. Insurance, Subrogation, and Waiver of Claims		77

ARTICLE 12. Condemnation		75

ARTICLE 13. Return of Possession		76

ARTICLE 14. Holding Over		77

ARTICLE 15. No Waiver		77


ARTICLE 16. Attorneys’ Fees and Jury Trial		78

ARTICLE 17. Personal Property Taxes, Rent Taxes and Other Taxes		78

ARTICLE 18. Entry by Landlord		79

ARTICLE 19. Subordination, Nondisturbance and Attornment		80

ARTICLE 20. Estoppel Certificate		80

ARTICLE 21. Assignment and Subletting		81

ARTICLE 22. Certain Rights Reserved By Landlord		86

ARTICLE 23. Tenant Default and Landlord Remedies		88

ARTICLE 24. Landlord Default and Tenant Remedies; Untenantability; Tenant Offset		92

ARTICLE 25. Conveyance by Landlord; Liability of Landlord		94

ARTICLE 26. Waiver; Indemnification		95

ARTICLE 27. Safety and Security Devices, Services and Programs		97

ARTICLE 28. Communications and Computer Lines		97

ARTICLE 29. Hazardous Materials		99

ARTICLE 30. Intentionally Omitted		100

ARTICLE 31. Notices		100

ARTICLE 32. Real Estate Brokers		102


ARTICLE 33. Covenant of Quiet Enjoyment		102

ARTICLE 34. Captions and Severability		102

ARTICLE 35. Expansion, Right of First Offer, Renewal, Contraction and Mandatory Surrender		103

ARTICLE 36. Determination by Arbitration		131

ARTICLE 37. Parking		133

ARTICLE 38. Roof Satellite Dish/Antennae		134

ARTICLE 39. Intentionally Omitted		134

ARTICLE 40. Building Address; Building Name		134

ARTICLE 41. Signage		135

ARTICLE 42. Miscellaneous		136

iii

TABLE OF EXHIBITS


A	–	Land
B-1	–	Net Rent Schedule
B-2	–	Schedule of Additional Rent Allocable to Fitness Center
B-3	–	Schedule of Additional Rent Allocable to Cafeteria
B-4	–	Schedule of Additional Rent Allocable to Circulation Area
C-4	–	Fitness Center Space
C-5	–	Cafeteria Space
C-6	–	Circulation Area
D-1	–	Workletter
D-2	–	Shared Facilities Workletter
E	–	List of Existing Drawings
F	–	Building Rules
G	–	Cleaning Specifications
H-1	–	Project Description
H-2	–	Outline Specification
L-1	–	Mortgagee SNDA
L-2	–	Ground Lessor SNDA
M	–	Tenant Estoppel Certificate
N	–	Landlord Estoppel Certificate
O-1	–	Consent to Assignment
O-2	–	Consent to Sublease
P-1	–	Parking Confirmation
P-2	–	Terms of Parking License
S	–	Security Specifications
CC	–	Commencement Conditions
CW	–	Condenser Water Specifications
OTHVAC	–	Overtime HVAC Specifications
MB	–	MB Construction Passageway
PSER	–	Permitted Superior Expansion Rights
SCDX	–	Exclusions to Completion of Landlord’s Work

TABLE OF DEFINITIONS


17th Floor Space		118
2002 A Lease		52
2002 B Lease		52
2002 C Lease		55
22nd Floor Space		118
46th Floor Replacement Notice		148
46th Floor Replacement Option		148
46th Floor Replacement Option Rent Commencement Date		148
46th Floor Replacement Option Scheduled Delivery Date		148
46th Floor Replacement Premises		150
46th Floor Replacement Premises Allowance		150
46th Floor Surrender Date		146
A Participant Lease		52
Acceptance Notice		131
Accepted Offer Space		133
Accepted Offer Space Estimates		151
Accepted Offer Space Negotiation Period		138
Accounting Principles		11
Actual Rentable Area		5
Additional Rent		28
Aggregate Memberships		65
Allocated High-Rise Premises Net Rent		98
Alteration Work		70
annuitized		18
Associated Costs		97
B Participant Lease		52
Base Building Work		28
Base Date		30
Building		1
Building Identification Signage		156
Building NetPOP Room		48
Building Parking Facilities		154
Building SatPOP Room		49
Building Services		46
Building Standard Ground Floor Lobby Identification Signage		156
Building Telecommunications Wiring Room		49
Business Day		159
C Participant Lease		55
Cafeteria		58
Cafeteria Rent		32
Cafeteria Space		58
calendar year in question		26


capital improvements and other capital items		17
Capital Interest Rate		17
Circulation Area		58
Class A		11
Cleaning Specifications		41
Commencement Date		2
Common Areas		2
comparable office buildings in the downtown Chicago area		11
Completion Delay		29
Condenser Water Specifications		44
Consensual Holdover Period		88
Contraction Effective Date		144
Contraction Fee		144
Contraction Option		144
Contraction Space		144
Costs of Re-Letting		105
date of such termination		36
Default		101
Default Rate		105
Delivery Delay		29
Environmental Laws		115
Exempt Transfer		94
Exhibit H		51
Existing Drawings		28
Expansion Allowance		119
Expansion Floor		119
Expansion Option		119
Expansion Option Rent Commencement Date		119
Expansion Premises		118
Expiration Date		4
Extra Utilities and Services		45
Fair Market Rental Value		137
Final Measurement Report		6
First Class Standards		50
First Expansion Notice		120
First Expansion Option		119
First Expansion Option Rent Commencement Date		120
First Expansion Option Scheduled Delivery Date		120
First Expansion Premises		118
First Possible Renewal Premises		138
First Renewal Commitment Notice		143
First Renewal Notice		139
First Renewal Premises		138
First Renewal Term		138
First Renewal Term Expiration Date		119
First Segment of the Mid-Rise Premises		2


Fitness Center		58
Fitness Center Rent		31
Fitness Center Space		58
Former Lease		1
Former Tenant		1
Fourth Segment of the Mid-Rise Premises		2
Franklin Entrance		99
Freight Elevator Specifications		43
Furniture Work		30
GAAP		11
Goldman Lease		122
Goldman Sachs		122
Ground Lease		91
Ground Lessor		91
Hazardous Materials		115
High Rise Elevators		43
High-Rise Commencement Date		2
High-Rise Premises		2
High-Rise Rent Commencement Date		3
Holdover Notice		88
Holidays		40
HVAC		40
HVAC Specifications		40
Hyatt		154
Hyatt Center		154
Initial A Lease		52
Initial B Lease		52
Initial C Lease		55
Initial Term Expiration Date		2
Land		1
Landlord		1
Landlord Electricity		47
Landlord Estoppel Certificate		92
Landlord Outside Substantial Completion Date		30
Landlord Protected Parties		83
Landlord Repairs		75
Landlord’s Agent		109
Landlord’s Alternate Service Provider		47
Landlord’s Basic Restoration Work		77
Landlord’s Broker		117
Landlord’s Construction Project		37
Landlord’s Electric Service Provider		47
Landlord’s Exercise Deadline Date		131
Landlord’s Hazardous Materials		114
Landlord’s Measurement Report		6
Landlord’s Restoration Work		77

vii


Landlord’s Telecommunication Infrastructure		48
Law Business		54
Laws		18
Lease		1
Leasing Concession		137
Line Problems		113
Lines		112
Long Term Recapture Space		134
Long Term Recapture Space Expiration Date		134
Low-Mid-Rise Elevators		43
Lower N Block		132
M		132
Major Elevator Work		46
Majority Instrument		58
Material Pre-SCD Casualty		34
Mayer Brown		122
Mayer Brown Lease		122
MB 46th Floor Expansion Right		146
MB 46th Floor Option Notice		146
MB Commencement Date		98
MB Construction Passageway		4
Measurement Method		6
Mid-Rise Commencement Date		2
Mid-Rise Premises		2
Mid-Rise Rent Commencement Date		2
Mortgage		91
Mortgagee		91
N		132
Net Re-Letting Proceeds		105
Net Rent		7
Net Shared Facilities Costs		20
Net Shared Facilities Income		27
Normal Office Costs		19
Offer Notice		130
Offer Space		130
Offer Space Block		131
Offer Space Rent Commencement Date		134
Operating Expenses		11
Outline Specifications		28
Outside Restoration Date		82
Outside Restoration Days Number		82
Overallocated Participant		65
P Employees		65
P Users		68
Parking Elevator Specifications		43
Parking Space Limit		153

viii


Participant		52
Passenger Elevator Specifications		43
Pedestrian Entrances		99
Permitted Expansion		130
Permitted Superior Expansion Right Delivery Date		130
Permitted Superior Expansion Rights		129
Permittees		53
Possible 46th Floor Replacement Premises		146
Potential SF Lease		63
Pre-CD Casualty		33
Pre-SCD Casualty Deferral Limit Number		37
Pre-SCD Casualty Estimated Delay Number		37
Pre-SCD Casualty Estimated Substantial Completion Date		37
Pre-SCD Casualty Notice		35
Preliminary Estimates		139
Premises		2
Prime Rate		105
profit		97
Prohibited Uses		40
Project Description		28
Property		2
Q Employees		65
Q Users		68
Qualified Participant Lease		55
Recapture Acceptance Notice		132
Recapture Offer Notice		131
Recapture Provision		131
Recapture Space		131
Recapture Space Expiration Date		131
Recapture Space Rent Schedule		131
Records		26
Records Examination Request		26
Regular Business Hours		46
Regular Freight Elevator Hours		43
Regular HVAC Hours		40
Regular Loading Dock Hours		44
Regulatory Authority		115
Rejected SF Lease		63
Renewal Option		143
Renewal Premises		143
Renewal Term		143
Renewal Term Estimates		152
Rent		28
Rent Commencement Date		3
Rentable Area		5
Replacement Tenants		105


Required Contraction Effective Date		146
Revocation Date		98
Rules		39
Scheduled Offer Space Delivery Date		130
Second Expansion Notice		123
Second Expansion Option		122
Second Expansion Option Rent Commencement Date		123
Second Expansion Option Scheduled Delivery Date		122
Second Expansion Premises		119
Second Possible Renewal Premises		141
Second Renewal Commitment Notice		144
Second Renewal Notice		141
Second Renewal Premises		141
Second Renewal Term		141
Second Renewal Term Expiration Date		119
Second Segment of the Mid-Rise Premises		2
SF Amendment		63
SFC Membership Limit		58
SFC Share		63
SFR Share		63
Shared Facilities		18
Shared Facilities Costs		19
Shared Facilities Income		20
Shared Facilities Provisions		55
Shared Facilities Workletter		58
Shared Facility		18
SNDA		91
Special Alteration		74
Standard Method		5
Statement		23
Subject Space		93
Substantial Completion Date		3
subtenant		58
Subtenant Permittee		54
Successor/Related Party Transaction		59
Target Cafeteria Commencement Date		32
Target Fitness Center Commencement Date		31
Target Rent Commencement Date		29
Target Segment Delivery Date		29
Taxes		7
Tenant		1
Tenant Cleaning		41
Tenant Cleaning Commencement Date		41
Tenant Estoppel Certificate		91
Tenant Outside Substantial Completion Date		30
Tenant Protected Parties		84


Tenant Self-Help		76
Tenant’s Hazardous Materials		114
Tenant’s Permitted Antennas		154
Tenant’s Pro Rata Share		21
Tenant’s Repairs		75
Tenant’s Self-Help Notice		75
Term		2
Terms of Parking License		153
Third Expansion Notice		125
Third Expansion Option		125
Third Expansion Option Rent Commencement Date		126
Third Expansion Option Scheduled Delivery Date		125
Third Expansion Premises		119
Third Renewal Term		143
Third Segment of the Mid-Rise Premises		2
Transferee		93
Transfers		93
Unanimous Instrument		58
Unavoidable Delays		107
Underallocated Participant		65
Untenatability		108
Untenantable		108
Upper N Block		132
Wacker Entrance		99
Workletter		4
Workletter Dispute Procedures		29

AMENDED AND RESTATED OFFICE LEASE

THIS AMENDED AND RESTATED OFFICE LEASE is made as of the 15 ^th day of June, 2004, between FRANKMON LLC, a Delaware limited liability company (“ Landlord ”), and HYATT CORPORATION., a Delaware corporation (“ Tenant ”). As used in this Amended and Restated Office Lease and any of the Exhibits hereto, the term “ Lease ” shall mean this Amended and Restated Office Lease and all of the Exhibits hereto, and the terms “hereto”, “herein”, etc. shall have the correlative meanings. Initial capitalized terms are used in this Lease with the meanings ascribed to them throughout the provisions hereof.

WITNESSETH:

A. Landlord, as lessor, and HG Group, Inc., a Delaware corporation (“ Former Tenant ”) as lessee, previously entered into that certain Office Lease dated as of September 30, 2002 (the “ Former Lease ”), pursuant to which Landlord leased to Former Tenant, and Former Tenant leased from Landlord, certain premises to be located in the Building.

B. Former Tenant has assigned to Tenant, and Tenant has accepted from Former Tenant, all of Former Tenant’s right, title and interest in and to the Former Lease pursuant to that certain Assignment and Assumption of Lease dated of even date herewith.

C. Landlord and Tenant have agreed to modify certain of the terms and provisions of the Former Lease and, in furtherance thereof, have agreed to amend and restate the Former Lease, in its entirety, to effect such modifications, and this Lease replaces and supersedes the Former Lease in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that this Lease amends, restates, supersedes and is made in substitution for, the Former Lease, and further agree as follows:

ARTICLE 1.

Premises, Term and Rentable Area

(A) Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord certain space consisting of approximately 292,227 square feet of Rentable Area consisting of (i) approximately 219,654 square feet of Rentable Area comprising the entire 9th through 16th full floors in the mid-rise elevator bank and (ii) approximately 72,573 square feet of Rentable Area comprising the entire 46 ^th and 47th full floors in the high-rise elevator bank, and the rentable portion of the 48 ^th mezzanine floor, all in the building to be known initially as Hyatt Center (the “ Building ”) to be located upon the land (the “ Land ”) legally described on Exhibit A hereto and to have the street address of 71 South Wacker Drive, Chicago, Illinois,

TOGETHER WITH:

(i) The right to install, use, maintain, repair and replace, at Tenant’s sole cost and expense, security devices at the entrances to the Premises and at other locations in the Building to be designated by Tenant in accordance with the terms of the Workletter or Article 8 below.

(ii) The right to use, in common with Landlord, other tenants and other occupants and users of the Building and any other parties permitted by Landlord, the Common Areas. As used in this Lease, the term “ Common Areas ” means those portions of the Building and Land (x) not intended to be leased to individual tenants and (y) designed or intended for common use by Building tenants, including, without limitation, the lobby, pedestrian passageways, elevators, escalators, sidewalks, ramps, designated smoking areas, landscaped and planted areas, lavatories and bathrooms (except any located within premises leased to a tenant), and other similar areas, facilities and improvements, as the same may be modified, altered, reconfigured, repaired and replaced by Landlord, from time to time (subject to and in accordance with the provisions of this Lease), but excluding the parking garage of the Building and the Shared Facilities.

As used herein, (a) the term “ Property ” shall mean the Land and the Building, (b) the term “ Premises ” shall mean the premises from time to time demised by this Lease, (c) the term “ Mid-Rise Premises ” shall mean the portion of the Premises located on the 9th through the 16th floors of the Building, and (d) the term “ High-Rise Premises ” shall mean the portion of the Premises located on the 46 ^th , 47th and 48 ^th floors of the Building.

(B) Term. The term of this Lease (hereinafter referred to as the “ Term ”) shall commence on the date (the “ Mid-Rise Commencement Date ”) on which Landlord shall have satisfied the Commencement Conditions (as such term is defined in Exhibit CC hereto) with respect to the First Segment of the Mid-Rise Premises and shall have delivered to Tenant possession of the First Segment of the Mid-Rise Premises, and shall end on the last day of the 180th calendar month occurring after the Mid-Rise Rent Commencement Date (the “ Initial Term Expiration Date ”), unless sooner terminated as provided herein.

The term “ High-Rise Commencement Date ” shall mean the date on which Landlord shall have satisfied the Commencement Conditions with respect to the High-Rise Premises and shall have delivered to Tenant possession of the High-Rise Premises. The term “ First Segment of the Mid-Rise Premises ” shall mean the 9 ^th and 10 ^th floors of the Building. The term “ Second Segment of the Mid-Rise Premises ” shall mean the 11 ^th and 12 ^th floors of the Building. The term “ Third Segment of the Mid-Rise Premises ” shall mean the 14 ^th and 15 ^th floors of the Building. The term “ Fourth Segment of the Mid-Rise Premises ” shall mean the 16 ^th floor of the Mid-Rise Premises. The term “ Commencement Date ” shall mean the date on which the Commencement Date (as defined in the Goldman Lease) shall occur.

The term “ Mid-Rise Rent Commencement Date ” shall mean the date that is the last to occur of:

(i) February 1, 2005,

(ii) the day which is the sum of (a) 211 days, plus (b) the Landlord Delay Number of days, if any, after the date on which Landlord shall have satisfied the Commencement Conditions with respect to the Fourth Segment of the Mid-Rise Premises and delivered possession thereof to Tenant;

(iii) the day which is the sum of (a) 242 days, plus (b) the Landlord Delay Number of days, if any, after the date on which Landlord shall have satisfied the Commencement Conditions with respect to the Third Segment of the Mid-Rise Premises and delivered possession thereof to Tenant;

(iv) the day which is the sum of (a) 273 days, plus (b) the Landlord Delay Number of days, if any, after the date on which Landlord shall have satisfied the Commencement Conditions with respect to the Second Segment of the Mid-Rise Premises and delivered possession thereof to Tenant;

(v) the day which is the sum of (a) 304 days, plus (b) the Landlord Delay Number of days, if any, after the Mid-Rise Commencement Date; and

(vi) the Substantial Completion Date;

provided, however, that the Mid-Rise Rent Commencement Date shall be accelerated by the Tenant RCD Delay Number of days, if any, regardless of whether the Substantial Completion Date has occurred.

As used herein, the term “ High-Rise Rent Commencement Date ” shall mean the date that is the last to occur of:

(vii) July 1, 2005;

(viii) the day which is the sum of (a) 150 days, plus (b) the Landlord Delay Number of days, if any, after the High-Rise Commencement Date; and

(ix) the Substantial Completion Date;

provided, however, that the High-Rise Rent Commencement Date shall be accelerated by the Tenant RCD Delay Number of days, if any, regardless of whether the Substantial Completion Date has occurred.

As used herein, the term “ Rent Commencement Date ” shall mean either the Mid-Rise Rent Commencement Date or the High-Rise Rent Commencement Date, as applicable. In the absence of clear context that dictates that the Rent Commencement Date means the Mid-Rise Rent Commencement Date, the term Rent Commencement Date shall mean the Mid-Rise Rent Commencement Date.

As used herein, the term “ Substantial Completion Date ” shall mean the date on which

(x) all construction hoists and cranes shall have been removed from the Land and the Common Areas, and all enclosure, repair, and restoration work required as a result of the removal thereof shall have been completed;

(xi) except for the construction passageway provided for on Exhibit MB (the “ MB Construction Passageway ”), all temporary scaffolds, partitions and other temporary structures shall have been removed from the Land and the Common Areas (but the (a) loading dock may contain temporary partitions and structures so long as it is available for Tenant’s use pursuant to this Lease, and (b) the garage may contain temporary partitions and structures and may not be available for Tenant’s use pursuant to this Lease, provided that 27 parking spaces in such parking garage shall be available for use by Tenant no later than April 1, 2005);

(xii) Landlord’s Work (as defined in the Workletter Agreement attached hereto as Exhibit D-1 [the “ Workletter ”]) is completed except for (a) the work described on Exhibit SCDX and (b) minor details of finish or mechanical adjustment the non-completion of which does not, and the completion of which will not, interfere other than to a de minimis extent with Tenant’s use of the Common Areas or Tenant’s use and occupancy of the Premises for the conduct of business;

(xiii) all Building systems and the equipment furnishing any Building Service to the Premises or the Common Areas (except for any portions of such systems not constituting Landlord’s Work or any such equipment not constituting Landlord’s Work) shall have been completed and shall be in operation; and

(xiv) Landlord shall have obtained and furnished to Tenant a partial certificate of occupancy for the Building (as distinguished from a certificate of occupancy which may be issuable for the Tenant Work) or such other substantively equivalent permit as may be issued by the City of Chicago authorizing the use and occupancy of the Building; provided, however, if such partial certificate of occupancy or other permit shall have not been issued solely as a result of any activity in the Building performed by or on behalf of Tenant, then the condition set forth in this subparagraph (v) shall be deemed to have been satisfied.

On or before the 240 ^th day after the Mid-Rise Rent Commencement Date, Landlord shall remove, or cause the removal of, the MB Construction Passageway and the temporary partitions and structures in the loading dock and garage and finish and repair all affected areas.

The term “ Expiration Date ” as used in this Lease, shall mean (i) if the Second Renewal Option shall have been irrevocably exercised, the Second Renewal Term Expiration Date, (ii) if the First Renewal Option, but not the Second Renewal Option, shall have been irrevocably exercised, the First Renewal Term Expiration Date, and (iii) otherwise, the Initial Term Expiration Date.

Landlord and Tenant, promptly following the determination of the actual calendar dates for the Commencement Date, the Substantial Completion Date, the Mid-Rise Rent Commencement Date, the High-Rise Rent Commencement Date, and the Initial Term Expiration Date, shall enter into a written confirmation thereof, but the failure of the parties to do so shall not affect the validity of this Lease.

(i) For purposes of this Lease, “ Rentable Area ” shall mean in respect of any space, the rentable area or the sum of the rentable areas of such space determined in accordance with the methods of measuring and determining rentable area and usable area set forth in The Standard Method for Measuring Floor Area in Office Buildings ANSI Z65.1-1996, as promulgated by The Building Owners and Managers Association (BOMA) International (the “ Standard Method ”); provided, however,

(1)

(a)

If the R/U Ratio (as such term is defined in such Standard Method) of any portion of the Premises that comprises a full floor of the Building exceeds 110% then the Rentable Area of such portion of the Premises shall be deemed to equal 110% of the Usable Area (as such term is defined in such Standard Method) of such portion of the Premises;

(b)

If the R/U Ratio of the Fitness Center Space and the Cafeteria Space, taken together, exceeds 110% then the Rentable Area of each of the Fitness Center Space and the Cafeteria Space shall be deemed to equal 110% of the Usable Area thereof (it being understood that the aggregate Rentable Area of the Fitness Center Space and the Cafeteria Space comprises all of the Rentable Area on the floor on which such spaces are located).

(2)

If the Rentable Area, as computed in accordance with the Standard Method as modified, if applicable, by subparagraph (1) above (the “ Actual Rentable Area ”), of the portion of the Premises located on any floor of the Building shall exceed 103% of the Rentable Area thereof as set forth in Paragraph 1(A), then the Rentable Area of such portion of the Premises shall be deemed for all purposes of this Lease to equal 103% of the Rentable Area thereof set forth in Paragraph 1(A);

(3)

If the Actual Rentable Area of the Fitness Center Space and the Cafeteria Space taken together shall exceed 103% of the Rentable Area thereof as set forth in Article 7 then the Rentable Area of the Fitness Center Space and the Cafeteria Space shall be deemed for all purposes of this Lease to equal 103% of the Rentable Area thereof as set forth in Article 7;

(4)

The Rentable Area of the Building (a) shall not include the basement level space or any portions of the Building which are designed to be used for parking or storage in the parking garage, and (b) shall include the Rentable Area of the Circulation Area; and

(5)

The Rentable Area of the Circulation Area shall be deemed for all purposes of this Lease to be equal to the Usable Area of the Circulation Area.

The aforesaid Standard Method, as modified by sub-subparagraphs (1), (2), (3) (4) and (5) above, is herein called the “ Measurement Method ”.

(ii) Promptly after the substantial completion of the Landlord’s Work, Landlord shall cause its architect to actually measure and, using the Measurement Method, to compute the Rentable Area of the Building and each floor thereof, and to furnish Tenant with copies of the results of such measurements and of such computations (“ Landlord’s Measurement Report ”). Tenant shall have the right, within sixty (60) days of its receipt of Landlord’s Measurement Report, to measure the Building and/or any floor thereof and to dispute Landlord’s Measurement Report. Any such dispute not resolved within thirty (30) days of Tenant’s notice shall be resolved by an independent architect chosen by the parties, or if within five (5) days of the request of either party, they fail to make such choice, then by an architect designated by the American Arbitration Association. The term “ Final Measurement Report ” shall mean (a) if Tenant shall timely have disputed Landlord’s Measurement Report, Landlord’s Measurement Report as modified to reflect the results of such dispute, or (b) otherwise, Landlord’s Measurement Report. The Final Measurement Report shall be used for all purposes of this Lease, including (a) the determination of the Rentable Area of the Premises, the Fitness Center Space, the Cafeteria Space, the Circulation Area and any portions of the Building included in the Premises pursuant to Article 35 (and the Rentable Areas set forth therein shall supersede any different Rentable Areas set forth in this Lease), (b) the determination of Net Rent and Tenant’s Pro Rata Share of Operating Expenses and Taxes, and (c) the determination of Additional Rent payable by Tenant pursuant to Paragraph 3(G). Promptly after the lapse of Tenant’s right to dispute, or the resolution of any dispute timely commenced with respect to, Landlord’s Measurement Report, the parties shall execute a supplement to this Lease confirming the determinations set forth in such Final Measurement Report and to which the Final Measurement Report shall be attached. The Final Measurement Report shall be conclusive and binding upon Landlord and Tenant absent manifest error.

ARTICLE 2.

Net Rent

Tenant shall pay to Landlord base net rent with respect to the Mid-Rise Premises beginning on the Mid-Rise Rent Commencement Date and continuing throughout the Term of this Lease in accordance with the Net Rent schedule attached hereto as Part A of Exhibit B-1 and as otherwise provided herein. Tenant shall pay to Landlord base net rent with respect to the High-Rise Premises beginning on the High-Rise Rent Commencement Date and continuing throughout the Term of this Lease in accordance

with the Net Rent schedule attached hereto as Part B of Exhibit B-1 and as otherwise provided herein. As used herein, “ Net Rent ” means the base net rent payable by Tenant to Landlord with respect to the Premises. Net Rent shall be payable in monthly installments, each installment being payable in advance promptly on the first day of each and every calendar month, except that if either the Mid-Rise Rent Commencement Date or the High-Rise Rent Commencement Date (or both) occurs on a date other than the first day of a month, Tenant shall pay the installment due for such initial fractional month or months on the Mid-Rise Rent Commencement Date or the High-Rise Rent Commencement Date, as applicable. If the Tenant’s obligation to pay Net Rent with respect to any portion of the Premises commences on a day other than the first day of a calendar month, or ends on a day other than the last day of a calendar month, then the Net Rent with respect to such portion of the Premises for such month shall be prorated on the basis of the applicable percentage of the monthly Net Rent represented by each day of such month. Net Rent shall be paid without any prior demand or notice therefor and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws, except to the extent expressly provided to the contrary in this Lease.

ARTICLE 3.

Additional Rent

(A) Taxes. Tenant shall pay Landlord an amount equal to Tenant’s Pro Rata Share of Taxes in the manner described below, commencing on the Mid-Rise Rent Commencement Date and continuing throughout the Term of this Lease in accordance with this Article 3.

“ Taxes ” shall mean all federal, state, county, or local governmental or municipal taxes, fees, assessments, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary (including, without limitation, real estate taxes, general and special assessments (provided that all assessments shall be treated as payable over the longest permitted period, and in such event shall include any interest charged by or payable to the applicable governmental authority in connection therewith), transit taxes, taxes based upon the receipt of rent including gross receipts or sales taxes applicable to the receipt of rent (but rent from tenants in the Building shall be treated as the only rent received by Landlord), or service, lease or value added taxes (provided that if such rent tax, sales tax, service tax, or value added tax is required by Article 17 to be paid by Tenant then any such tax with respect to Tenant and all other tenants of the Building shall be excluded), personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, furniture and other personal property owned and used by Landlord solely in connection with the Property) which shall be payable by Landlord during any calendar year (as reflected in the tax bills due and payable in such year), any portion of which calendar year occurs during the Term after the Rent Commencement Date (without regard to any different fiscal year used by such government or municipal authority and notwithstanding that any of such items may be assessed, imposed or otherwise accrue in a different calendar year) because of or in connection with Landlord’s ownership, leasing and/or operation of the Property or the personal property, fixtures, machinery, equipment, systems and apparatus located therein and used solely in connection therewith. Notwithstanding the foregoing, there shall be excluded from Taxes all excess profits taxes; franchise taxes; gift taxes; capital stock taxes; inheritance and succession taxes; transfer taxes; mortgage or intangible taxes; fees or assessments for public improvements

imposed upon Landlord in connection with the initial development or construction of the Building or the Property; estate taxes; federal, state and local income taxes; fines, penalties and interest due to the late payment by Landlord of Taxes (so long as Tenant timely paid to Landlord Tenant’s Pro Rata Share of Taxes as hereinafter provided); and other taxes to the extent applicable to Landlord’s general or net income (as opposed to taxes specific to rents, receipts or income attributable to ownership or operation of real property). Should the State of Illinois, or any political subdivision of that state or any other governmental authority having jurisdiction over the Land or the Building impose

(a) a tax, assessment, charge, or fee, or increase a then-existing tax, assessment, charge, or fee, that Landlord shall be required to pay, by way of substitution for real estate taxes and ad valorem personal property taxes or in addition to real estate taxes and ad valorem personal property taxes, because of or in connection the Landlord’s ownership, leasing, and/or operation of the Property or the personal property, fixtures, machinery, equipment, systems and apparatus located therein and used solely in connection therewith, or

(b) an income, franchise or other tax, assessment, fee or charge, on gross rents or receipts from the Property (but only to the extent rent and receipts from tenants in the Building is treated as the only rent received by Landlord), in substitution for or as a supplement to a tax levied against the Property or the personal property used in connection therewith,

all such taxes, assessments, fees or charges, to the extent same are not excluded pursuant to the immediately preceding sentence, shall be deemed to constitute “ Taxes ” under this Lease. Any reasonable expenses (including, without limitation, all reasonable fees for consultants and attorneys) paid by Landlord to third parties in planning or attempting to protest, reduce, limit any increase in or otherwise minimize Taxes, or in responding or planning responses to assessment or other notices in respect thereof, shall be included in Taxes in the calendar year such expenses are paid.

Tenant shall pay Tenant’s Pro Rata Share of Taxes whether Taxes are increased as a result of increases in the assessment or valuation of the Property, increases in the tax rates, reduction or elimination of any rollbacks or other deductions available under current law, scheduled reductions of any tax abatement, as a result of the elimination, invalidity or withdrawal of any tax abatement, or for any other cause whatsoever. Notwithstanding anything herein to the contrary, Landlord agrees that at no time shall Landlord collect from tenants of the Building more than 100% of the Taxes actually incurred by Landlord.

If Taxes paid during any calendar year of the Term shall be decreased or refunded to Landlord in whole or in part for any reason whatsoever, then Landlord shall promptly refund to Tenant Tenant’s Pro Rata Share (for the year to which such decrease or refund relates) of such decrease or refund (allocated in the case of special assessments to the applicable portion of the Term) or, if the Term has not expired, credit such refund to Tenant.

If Taxes for any calendar year of the Term shall be increased after payment thereof by Landlord for any reason including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord within thirty (30) days after receipt of invoice therefor Tenant’s Pro Rata Share (for the year to which such increase relates) of such increased Taxes.

(B) Operating Expenses and Shared Facilities Costs.

(i) Tenant shall pay Landlord, in the manner described below, an amount equal to (a) Tenant’s Pro Rata Share of Operating Expenses, commencing upon the Rent Commencement Date, (b) Tenant’s SFC Share of the Net Shared Facilities Costs allocable to the Fitness Center, commencing on the Fitness Center Commencement Date, and (c) Tenant’s SFC Share of the Net Shared Facilities Costs allocable to the Cafeteria, commencing on the Cafeteria Commencement Date.

(ii) “ Operating Expenses ” shall mean all expenses, costs and amounts (other than Taxes) of every kind and nature which shall accrue or be payable by Landlord in respect of any calendar year all or any portion of which occurs during the Term after the Rent Commencement Date which is properly chargeable in accordance with the Accounting Principles, because of or in connection with the management, repair, maintenance and operation of the Property (subject to the exclusions and other provisions of this Lease) including, without limitation, any amounts which accrue or are paid for: (a) utilities for the Property, including, but not limited to, electricity, power, gas, steam, oil or other fuel, water, sewer, lighting, heating, air conditioning and ventilating, (b) permits, licenses and certificates necessary to operate, manage and lease the Property, excluding any required to construct the Building or initially occupy the Premises, (c) insurance applicable to the Property, not limited to the amount of coverage Landlord is required or permitted to provide under this Lease, (d) supplies, tools, equipment and materials used in the operation, repair and maintenance of the Property, (e) accounting (but excluding any fees the property management company may charge for accounting services it may perform), legal, inspection, consulting, concierge and other services, (f) any equipment rental (or costs incurred under equipment installment purchase or equipment financing agreements) for janitorial or similar equipment, (g) management fees and fair rental value of any space devoted to management and not leasing (provided that the amount of management fees included in Operating Expenses shall not exceed two and one-half percent (2 1/2%) of the annual net rent (i.e., excluding rent in respect of operating expenses, taxes or services) payable by tenants and occupants of the Building), (h) wages, salaries and other compensation and benefits for all persons directly engaged in the operation, maintenance or security of the Property, and employer’s social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits, (i) operation, repair, and maintenance of all systems and equipment and components thereof (including non-capital replacement of components), (j) janitorial service, alarm and security service, window cleaning, trash removal, elevator maintenance, cleaning of walks, parking facilities and building walls, removal of ice and snow, (k) replacement of wall and floor coverings, and light bulbs in lobbies, corridors, restrooms and other common or public areas or facilities, (l) maintenance and replacement of shrubs, trees, grass, sod and other landscaped items, irrigation systems, drainage facilities, fences, curbs, and walkways, and (m) re-paving and re-striping parking facilities, and roof repairs (except to the extent that any of the foregoing are expressly excluded below). All Operating Expenses shall be determined

according to generally accepted accounting principles consistently applied (“ GAAP ”) as modified to conform to the provisions of this Lease (GAAP, as so modified, is herein called the “ Accounting Principles ”). As used herein, the phrase “ comparable office buildings in the downtown Chicago area ” or words of similar import shall mean “ Class A ,” high rise office buildings occupied by more than one tenant, containing at least 750,000 square feet of rentable area, and located within a one-half mile radius of the Property.

(iii) Notwithstanding the foregoing, Operating Expenses shall not include:

(1)

the following:

(a)

depreciation and amortization charges (except as otherwise provided herein);

(b)

principal or interest payment on and any other fees or charges (including, without, limitation, attorneys’ fees, court costs and other expenses) incurred in connection with obtaining or serving any loans related to any Mortgages or any other debt costs or financing or refinancing costs (other than equipment rental (or costs incurred under equipment installment purchase or equipment financing agreements) for janitorial or similar equipment) or ground lease or master lease payments, if any;

(c)

expenses relating to the leasing of space in the Building (including, without limitation, costs associated with Landlord assuming or taking over the obligations of a tenant under a lease in another building, legal fees, real estate brokerage and leasing commissions, space planner fees, tenant improvement allowances, rent abatements or other concessions, and advertising and promotional expenses incurred in connection with the listing of space in the Building);

(d)

costs incurred in connection with enforcement of leases or in connection with disputes with actual or prospective tenants (except reasonable legal fees and other expenses in seeking to enforce the Rules) or with mortgagees or ground lessees and any other legal expenses or fees not related to the operation and management of the Building;

(e)

costs (including permit, license and inspection fees) incurred in improving, renovating, altering, painting or decorating any tenant spaces;

(f)

costs of providing any service (or level or amount thereof) in excess of those services which Landlord is obligated under this Lease to furnish to Tenant free of separate or additional charge (e.g., the cost of providing heating or air conditioning to any tenant outside of Regular HVAC Hours or the cost of providing chilled or condenser water to any tenant);

(g)

costs for relocating tenants;

(h)

costs attributable to retail areas in excess of the corresponding amounts which would have been incurred had such areas been used for office purposes (except that, the costs of operating and maintaining the Common Areas adjoining such retail areas shall be included in Operating Expenses);

(i)

costs of any electricity, gas, or steam furnished to any tenant or the fixtures or equipment of any tenant (but this clause (i) shall not include the cost of electricity, gas or steam used to operate the central components of the Building’s HVAC systems in order to furnish HVAC during Regular HVAC Hours or ventilating at any time);

(j)

auditing fees, other than those incurred in connection with the preparation of statements required pursuant to Article 3 of this Lease and similar provisions of any other leases of space in the Building;

(k)

costs to remediate Hazardous Materials placed in or on the Property by or on behalf of Tenant or any other tenant or occupant of the Building;

(l)

costs of any items to the extent Landlord received payment, reimbursement or indemnity from (x) insurance (or would have received payment, reimbursement or indemnity if Landlord (a) had maintained the insurance required by this Lease; (b) had timely filed a claim thereunder; and (c) had not been prevented from recovering on such claim by reason of the insurer being insolvent or otherwise financially unable to perform its obligations under the policy) provided that, the amount of any commercially reasonable deductible paid by Landlord shall not be covered by this clause (l), or (y) a third party other than from tenants paying to Landlord their respective share of Operating Expenses pursuant to rent adjustment provisions similar to this Article 3 (such payment, reimbursements or indemnity to be deducted from Operating Expenses in the year in which the same was received (or would have been received as aforesaid);

(m)

costs of insurance against, or the portion of Landlord’s insurance premiums allocable to, acts of terrorism, in excess of $1.25 per square foot of Rentable Area of the Building per annum, provided, however, that the aforesaid limit shall be increased by 3% per annum (on a cumulative and compounded basis) on the first and each subsequent anniversary of the Rent Commencement Date;

(n)

costs resulting from any condemnation or other governmental taking;

(o)

costs of constructing the Building and related facilities;

(p)

costs of correcting defects in or inadequacy of the initial design or construction of the Building (except that the costs of normal repair and maintenance and non-capital replacements of components shall be included in Operating Expenses) or the discharge of Landlord’s obligations under the Workletter or the workletters of other leases or of the Shared Facilities Workletter or the shared facilities workletters of other leases;

(q)

rentals and other related expenses incurred in leasing, or costs of purchasing under an installment sales agreement or otherwise, air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature if purchased, except that short-term rental of equipment not affixed to the Building which is used in providing janitorial or similar services shall be included in Operating Expenses;

(r)

costs arising from Landlord’s political or charitable contributing (other than as permitted under the proviso in clause (gg) below);

(s)

costs incurred by Landlord for any goods and services (including, e.g. the utility and other costs of chilled water, condenser water, overtime heat or air conditioning, extra cleaning) sold or supplied to tenants and occupants of the Building for which Landlord would be entitled under this Lease to charge Tenant if the same had been sold or supplied to Tenant; provided, however, that for purposes of the foregoing (1) the costs incurred by Landlord for any supplemental water or overtime HVAC provided to Tenant (and the amount to be deducted from Operating Expenses in respect thereof) shall be deemed equal to the amounts payable by Tenant

pursuant to Exhibit CW or Exhibit OTHVAC (including the adjustments provided for therein), and (2) the costs of any supplemental water or overtime HVAC provided to any other tenant (and the amount to be deducted from Operating Expenses in respect thereof) shall be deemed equal to the amounts which would be payable by such tenant as if such amounts were calculated using the same methodology and cost components as are provided in Exhibit CW or Exhibit OTHVAC (including the adjustments provided for therein);

(t)

damages recovered by a third party due to the intentional and wrongful or grossly negligent acts or omissions of Landlord, its agents, contractors or its employees;

(u)

all Shared Facilities Costs, and except to the extent of Normal Office Costs, all costs of services provided to, or other expenses incurred in connection with, any specialty facility such as an observatory, health or fitness center, broadcast facility, luncheon club, recreational club, cafeteria, restaurant, or day care facility and costs of any clerks, attendants or other persons in any commercial concessions operated by Landlord;

(v)

salaries and benefits of any employee, above the grade of on-site property manager or on-site general manager or on-site building manager or similarly designated on-site individual who has responsibility for the management of the Building, and the wages and benefits of any employee who is not under the direct control of such manager of the Building, or who is under the direct control of such manager, but who does not devote all of his or her time to the Building, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building vis-à-vis time spent on matters unrelated to operating and managing the Building;

(w)

costs of Landlord’s general corporate overhead and general administrative expenses, including, without limitation, costs associated with the operation of the business entity which constitutes Landlord and its shareholders, members or partners or with any property management company (as the same are distinguished from the costs of operating the Building), including related partnership or entity accounting and legal matters and land trust fees;

(x)

costs of defending any lawsuits with any mortgagee or other lender;

(y)

amounts paid to Landlord or to subsidiaries or Affiliates of Landlord, or to any party as a result of a non-competitive selection process, for goods supplied to the Building or for services (other than management services) in or to the Building to the extent the same exceed the costs of substantially equivalent goods sold or services rendered by third parties that are not Affiliates on a competitive basis;

(z)

costs, other than those incurred in ordinary maintenance and insurance, for sculpture, paintings or other objects of art;

(aa)

costs of painting or decorating in areas leased or intended to be leased to tenants (provided that the cost and expense of painting and decorating, but not including artwork, in all Common Areas will be included in Operating Expenses);

(bb)

costs of tools and equipment purchased prior to the first anniversary of the Substantial Completion Date for use in the operation, repair and maintenance of the Building;

(cc)

costs (including fines and penalties) to initially comply with any Laws existing at the Mid-Rise Rent Commencement Date;

(dd)

net rent and expenses that exceed the fair market rent associated with operating the management office in the Building of not more than 3,500 square feet of Rentable Area or to the extent such office is used by Landlord to operate and manage properties other than the Building and the Property;

(ee)

fines, penalties, interest or surcharges incurred by Landlord on account of the failure to comply with any Law, the failure to make any payment of Operating Expenses when due, or the breach of any contract or undertaking, unless such fine, penalty, interest or surcharge is incurred because of Tenant’s failure to comply with any such Law or the terms of this Lease or to timely pay Tenant’s Pro Rata Share of Operating Expenses;

(ff)

expenditures for repairs or maintenance which are covered and reimbursed by warranties, guarantees or service contracts;

(gg)

advertising, promotional and marketing expenses (provided, however, that expenses and dues for participation or membership in trade groups or real estate organizations in connection with the ownership or management of the Building in an aggregate amount, not to exceed $20,000 per annum [which limit shall be increased by 3% per annum on a cumulative and compounded basis on the first and each subsequent anniversary of the Mid-Rise Rent Commencement Date], in the aggregate, shall be includable in Operating Expenses);

(hh)

contributions to operating expense reserves;

(ii)

bad debt losses suffered by Landlord;

(jj)

costs of client entertainment;

(kk)

costs of Building tenant relations activities (e.g., holiday gifts, ice cream socials, hot cocoa, lobby entertainment) in excess of $100,000 per annum, provided, however, that the aforesaid limit shall be increased by three percent (3%) per annum (on a cumulative and compounded basis) on the first and each subsequent anniversary of the Rent Commencement Date;

(ll)

costs incurred by Landlord in connection with the maintenance and operation of the garage portion of the Building or the repair of any equipment used in connection with the operation thereof (but if any agreement shall cover both the garage and office portions of the Building, this clause (ll) shall not be deemed to exclude the portion of the costs thereunder equitably allocable to the office portions of the Building as reasonably determined by Landlord;

(mm)

costs related to management of the Building which, under a market-based management agreement with an unaffiliated management company providing for a management fee at the rate provided for in this Lease, would be borne by the management company; or

(nn)

permits, licenses and fees related to the initial development of the Building and required as a condition to the initial occupancy of the Building; or

(oo)

costs of insurance against loss of or damage to any improvements in tenantable spaces made by or on behalf of or for any tenant of the Building.

(2)

costs of “ capital improvements and other capital items ,” as those terms are used in accordance with Accounting Principles, except that Operating Expenses shall include the cost during the Term (as annuitized (using an interest rate (the “ Capital Interest Rate ”) equal to the greater of (i) 10 percent per annum or (ii) one percent (1%) over the corporate base rate of interest of Bank One, N.A., or any successor, at the time such capital improvement or other

capital item is placed in service) over the useful life (for accounting and not tax purposes) of the applicable capital improvement or other capital item) of any capital improvement, the installation work for which commenced after the Mid-Rise Rent Commencement Date or any other capital item incurred after the Mid-Rise Rent Commencement Date, which improvement or item is intended to reduce Operating Expenses or to comply with any Law first enacted or promulgated after the Mid-Rise Rent Commencement Date. The amount so included in Operating Expenses for any year on account of any such improvement or item shall not exceed Landlord’s reasonable calculation of annual savings in Operating Expenses achieved by such improvement or item. For purposes of this Lease, “ Laws ” shall mean all applicable federal, state, county and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders and other such requirements, applicable decisions by courts in cases where such decisions are considered binding precedents in the state in which the Property is located, and decisions of federal courts applying the Laws of such State. For purposes of this Lease, the term “ annuitized ” with respect to any sum shall mean converting such sum into a series of equal monthly payments (including interest and principal) in the manner of a traditional fixed-rate self-liquidating single-family mortgage loan. As an example, for a capital item costing $1000, having a useful life of five years, placed in service when the applicable base rate was 9% per annum (and thus the applicable rate to be used in the annuitization is 10% per annum) the fixed monthly amount for the entire five year period would be $21.25 per month.

(iv) All Operating Expenses shall be net of all discounts and rebates actually received by Landlord. There shall be no duplication of costs or reimbursements.

(v) If the Property is less than 100% occupied during all or a portion of any calendar year, or if any of the tenants of the Building provide their own services which otherwise would be provided by Landlord and included in Operating Expenses, the amount of those Operating Expenses which vary with occupancy shall be increased for such calendar year to the amount that would have been paid or incurred had the Property been 100% occupied and had all of the tenants obtained such services from Landlord. In no event, however, shall Landlord collect from tenants of the Building more than 100% of the Operating Expenses actually incurred by Landlord in operating the Building during each respective calendar year by virtue of the foregoing gross-up or any other reason. For purposes of this subparagraph, the Rentable Area of the Shared Facilities shall be included for purposes of determining the occupied Rentable Area of the Building.

(vi) Shared Facilities Costs and Shared Facilities Income.

(1)

The term “ Shared Facility ” shall mean the Cafeteria or the Fitness Center, and the term “ Shared Facilities ” shall mean both the Cafeteria and the Fitness Center.

(2)

The term “ Shared Facilities Costs ” shall mean, relative to a Shared Facility, the costs of management, repair, maintenance and operation of such Shared Facility, to the extent such costs exceed the costs (the “ Normal Office Costs ”) which would have been incurred if the premises constituting the Shared Facility had not been used for a fitness center or a cafeteria but had instead been used for general office purposes (it being agreed that such Normal Office Costs shall constitute Operating Expenses includable under Paragraph 3(B)(ii) above), but excluding any such costs that are payable by managers, operators, concessionaires and licensees and are not payable by Landlord.

For purposes of illustration only,

(a)

HVAC for the Shared Facilities during Regular HVAC Hours shall be included in Operating Expenses and HVAC for the Shared Facilities outside of Regular HVAC Hours shall be included in Shared Facilities Costs, and

(b)

if Landlord shall provide cleaning or trash removal service to the Shared Facilities then (i) the costs thereof, up to the cost of cleaning or trash removal which would have been incurred if the Shared Facilities had not been used for a fitness center or a cafeteria but had instead been used for general office purposes shall be included in Operating Expenses and (ii) the balance of such costs shall be included in Shared Facilities Costs;

(c)

if the operator, licensee or concessionaire shall provide cleaning or trash removal to the Shared Facilities then Operating Expenses and Shared Facilities Income shall each be increased by the costs which Landlord would have incurred if the Shared Facilities had not been used for a fitness center or a cafeteria but had instead been used for general office purposes; and

(d)

the cost of electricity provided to the Shared Facilities shall be excluded from Operating Expenses and included in Shared Facilities Costs.

(3)

Shared Facilities Costs shall not include

(a)

any costs covered by clause (a), (b), (q) [unless authorized by Majority Instrument], (w), (y), and (cc) of Paragraph 3(B)(iii)(1), or

(b)

any capital improvement or other capital item unless the same (i) is required in order for Landlord to perform its obligations under this Lease, or (ii) is approved by Majority Instrument.

(4)

The term “ Shared Facilities Income ” shall mean, relative to a Shared Facility, all revenue of any kind received or derived from such Shared Facility, including membership fees, sundry charges, charges for special services, food and beverage revenue, catering revenue, revenue from reserved use of the Cafeteria and all other sums received from any source, except for revenue that is payable to or otherwise received and retained by managers, operators, concessionaires and licensees and not paid to Landlord.

(5)

The term “ Net Shared Facilities Costs ” shall mean, relative to a Shared Facility, the excess, if any, of (a) the Shared Facilities Costs relative to such Shared Facility, over (b) the Shared Facilities Income relative to such Shared Facility. If the Shared Facilities Income relative to such Shared Facility shall exceed the Shared Facilities Costs relative to such Shared Facility, the Net Shared Facilities Costs relative to such Shared Facility shall be zero and the provisions of Paragraph 3(H) shall be applicable.

(vii) The term “ Tenant’s Pro Rata Share ” shall mean the percentage determined by dividing (1) the sum of (a) the then Rentable Area of the Premises, plus (b) Tenant’s SFR Share of the Rentable Area of the Shared Facilities, plus (c) Tenant’s SFR Share of the Rentable Area of the Circulation Area, by (2) the Rentable Area of the Building. Appropriate adjustments shall be made in calculating Tenant’s Pro Rata Share on a per diem basis in the year in which the Mid-Rise Rent Commencement Date and the High-Rise Rent Commencement Date occur and if, at any other time, the Rentable Area of the Premises or the Rentable Area of the Building changes during any calendar year as a result of the expansion or contraction of the Premises or Building, so long as Tenant’s liabilities or obligations are not increased as a result of any expansion or contraction of the Building, or if Tenant’s SFR Share changes during any calendar year pursuant to Paragraph 7(C).

(i) Landlord shall estimate at least sixty (60) days in advance of the Rent Commencement Date and thereafter at least sixty (60) days in advance of each subsequent calendar year, the amounts Tenant shall owe for Operating Expenses and Net Shared Facilities Costs for the ensuing full or partial calendar year and shall furnish to Tenant for its review and comment a proposed operating budget for each such calendar year setting forth Landlord’s estimate of Operating Expenses and Net Shared Facilities

Costs for such calendar year. Within thirty (30) days of its receipt of such proposed operating budget, Tenant may advise Landlord of any comments Tenant has with respect to such proposed operating budget. Landlord, with reasonable promptness, and in reasonable detail, shall respond thereto, and, if requested by Tenant, have representatives of Landlord knowledgeable with respect to the proposed budget meet with representatives of Tenant to address Tenant’s comments. Landlord shall consider all of Tenant’s comments in good faith, but (except for comments relative to the budget for the Shared Facilities which are made by Majority Instrument and are consistent with Landlord’s obligations under Article 7), Landlord shall not be required to accept such comments. Tenant’s commenting on or failing to comment on the proposed operating budget or any item therein, or the outcome of any discussions based thereon, shall not constitute a waiver of or otherwise limit or affect Tenant’s right to contest or object to any item or amount thereof not permitted to be included in Operating Expenses or Shared Facilities Costs hereunder. Following Landlord’s consideration of and response to Tenant’s comments and, if requested, the meeting with Tenant’s representatives (or, if Tenant does not comment on or request a meeting with respect to the proposed operating budget within thirty (30) days of its receipt thereof, then following such 30-day period), Landlord shall furnish to Tenant a budget incorporating such revisions as Landlord shall elect (or be required by Majority Instrument consistent with Landlord’s obligations under Article 7) to make in the previously prepared proposed operating budget and a final statement of the estimated amount of Operating Expenses and Net Shared Facilities Costs for such ensuing calendar year based on such operating budget. In such event, Tenant shall pay such estimated amounts on a monthly basis, on or before the first day of each calendar month, together with Tenant’s payment of Net Rent. Such estimate may be adjusted from time to time by Landlord within a calendar year, but, with respect to Operating Expenses, not more frequently than twice in each calendar year, and any such adjustments of estimates within a calendar year shall be based on Landlord’s reasonable expectations. If any estimate shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates, for the period from January 1 of the current calendar year through the month in which such estimate is sent. Tenant shall make such payments within thirty (30) days after Landlord sends the estimate to Tenant.

(ii) Tenant shall pay to Landlord (or as directed by Landlord in writing) Tenant’s Pro Rata Share of each installment of Taxes for each year during the Term after the Mid-Rise Rent Commencement Date within the later of: (a) fifteen (15) days of delivery by Landlord to Tenant of a statement setting forth the amount of each semi-annual (or other required) installment of Taxes for each year during the Term after the Mid-Rise Rent Commencement Date then due and payable and Tenant’s Pro Rata Share thereof, accompanied by a copy of the tax bill to which it relates, and (b) fifteen (15) days prior to the date set forth as the due date in the relevant tax bill. Landlord agrees to pay all Taxes when due and owing to the applicable governmental authority, except to the extent Tenant has theretofore failed to pay to Landlord Tenant’s Pro Rata Share of Taxes in a timely manner as set forth above.

(iii) Within 547 days after the end of each calendar year, Landlord shall provide to Tenant a statement (a “ Statement ”) certified by an independent, reputable accounting firm with offices in Chicago, Illinois, showing:

(1)

the amount of Operating Expenses, Shared Facilities Costs and Shared Facilities Income for such calendar year, in each case detailing major categories thereof,

(2)

the amount paid by Tenant toward Operating Expenses and Net Shared Facilities Costs allocable to said calendar year on an estimated basis pursuant to clause (i) above, and

(3)

any revised estimate of Tenant’s obligations for Operating Expenses and Net Shared Facilities Costs for the then-current calendar year,

(4)

the amount of Taxes, including a copy of all bills for Taxes payable by Landlord for such calendar year, and

(5)

the amount paid by Tenant toward Taxes allocable to said calendar year pursuant to clause (ii) above.

(iv) If the Statement for any calendar year shows that Tenant’s estimated payments on account of Operating Expenses and Net Shared Facilities Costs were less than Tenant’s actual obligations on account of Operating Expenses and Net Shared Facilities Costs for such year then, provided that such Statement was furnished within the aforesaid 547 day period, Tenant shall pay the difference within thirty (30) days after its receipt of the Statement. If the Statement for any calendar year shows that Tenant’s estimated payment on account of Operating Expenses and Net Shared Facilities Costs exceeded Tenant’s actual obligations on account of Operating Expenses and Net Shared Facilities Costs for such year, Landlord shall refund the difference; provided however, that if this Lease shall not have terminated, Landlord may credit such difference against Rent hereunder. Any such refund or credit shall be made within 30 days of Landlord’s delivery of the Statement.

(v) If the Statement for any calendar year shows that Tenant’s payments of Taxes under clause (ii) above were less than Tenant’s actual obligations for Taxes for such year then, provided that such Statement was furnished within the aforesaid 547 day period, Tenant shall pay the difference within thirty (30) days after its receipt of the Statement. If any Statement shows that Tenant’s payment of Taxes under clause (ii) above exceeded Tenant’s actual obligations for Taxes, Landlord shall refund the difference; provided however, that if this Lease shall not have terminated, Landlord may credit such difference against Rent hereunder. Any such refund or credit shall be made within 30 days of Landlord’s delivery of the Statement.

(vi) Tenant’s obligations relative to Taxes, Operating Expenses and Net Shared Facilities Costs for any calendar year, and Landlord’s obligation to refund to Tenant any overpayment on account thereof, shall survive the expiration or sooner termination of this Lease, subject to clause (viii) below.

(vii) In no event shall a decrease in the Taxes, Operating Expenses or Net Shared Facilities Costs decrease the monthly Net Rent payable hereunder, except for any credits provided for in clauses (iv) and (v) above.

(viii) Notwithstanding anything to the contrary contained in this Article, Tenant shall only be obligated to make payments for Operating Expenses, Net Shared Facilities Costs or Taxes for any calendar year which are included in the Statement for such calendar year and only if such Statement is furnished within the 547 day period provided for in clause (iii) above, Tenant however, shall remain liable for Tenant’s Pro Rata Share for any increase in Taxes as provided in the last paragraph of Paragraph 3(A).

(D) Contest of Taxes. Landlord shall use commercially reasonable efforts to minimize Taxes; provided, however, that Landlord shall not be required to institute any administrative or legal proceeds if it has been advised in writing by a professional tax consultant that such administrative or legal proceeds would not be worthwhile or advisable. The costs of Landlord’s efforts to minimize Taxes shall be included in Taxes.

(E) Proration. If the Mid-Rise Rent Commencement Date or the High-Rise Rent Commencement Date, the Fitness Center Commencement Date, or the Cafeteria Commencement Date occurs other than on January 1, or the Expiration Date occurs other than on December 31, Tenant’s obligations to pay amounts toward Taxes, Operating Expenses, Net Shared Facilities Costs relative to the Fitness Center or Net Shared Facilities Costs relative to the Cafeteria, shall be prorated to reflect the portion of such years after or before such date, as the case may be. Such proration shall be made by multiplying the total estimated or actual (as the case may be) Taxes, Operating Expenses, Net Shared Facilities Costs relative to the Fitness Center or Net Shared Facilities Costs relative to the Cafeteria payable during or for, as the case may be, such calendar years by a fraction, the numerator of which shall be the number of days from and after such Mid-Rise Rent Commencement Date, the High-Rise Rent Commencement Date, such Fitness Center Commencement Date, or such Cafeteria Commencement Date or from and before such Expiration Date, as applicable, and the denominator of which shall be 365 (or 366 during any leap year).

(F) Landlord’s Records. Landlord shall maintain in the greater Chicago metropolitan area all of the books and records respecting Taxes, Operating Expenses, Shared Facilities Costs and Shared Facilities Income, including all such books and records created by its managing agent, fitness center operator or cafeteria operator (“ Records ”) for any calendar year until the fifth anniversary of the last day of such calendar year and, if any dispute with respect to such calendar year is then pending, until such dispute is resolved. If Tenant, by notice (a “ Records Examination Request ”) to Landlord given within ninety (90) days of Tenant’s receipt of the Statement for any calendar year, shall so elect, then Tenant or its representative shall have the right to examine the Records and to meet with the individuals responsible for preparing and maintaining the Records upon reasonable prior notice during normal business hours at the place or places where the Records are normally kept. Tenant and its representatives shall execute a reasonable confidentiality agreement in favor of Landlord prior to any such examination. Any representative retained by Tenant shall

be a mid-sized or larger recognized public accounting firm familiar with the accounting practices of comparable buildings in downtown Chicago. Tenant may take exception to matters included in Taxes, Operating Expenses or Shared Facilities Costs or matters excluded from Shared Facilities Income or Landlord’s billings to Tenant for Taxes, Operating Expenses or Net Share Facilities Costs or Landlord’s payments to Tenant for Net Shared Facilities Income, by sending notice specifying such exception and the reasons therefor to Landlord no later than one hundred twenty (120) days after Landlord, following receipt of a Records Examination Request, makes the Records available for examination (and notifies Tenant that the same are so available). The Statement for any calendar year shall be binding upon Landlord. The Statement for any calendar year shall be binding upon Tenant except for any matters as to which Tenant, after timely delivering a Records Examination Request, timely objects, as set forth above; provided, however that if, for any calendar year (the “ calendar year in question ”), Tenant was overbilled for either Taxes, Operating Expenses or Net Shared Facilities Costs, as the case may be, by more than five percent (5%) (considering Taxes, Operating Expenses and Net Shared Facilities Costs separately), then Tenant shall be given a new opportunity, with respect to the two calendar years preceding the calendar year in question, to review the Records for and take exception to the items of Taxes, Operating Expenses or Net Shared Facilities Costs (as the case may be) for which Tenant was overbilled (and, for the purpose of applying the foregoing provisions of this Paragraph 3(F) to such new opportunity, the Statements for such two preceding years shall be deemed to have been issued to Tenant upon the date it is determined that Tenant was so overbilled for the calendar year in question). In any event, Tenant acknowledges that Landlord’s ability to budget depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant timely takes any exception as provided herein, and Landlord and Tenant fail to reach a mutually satisfactory resolution thereof within thirty (30) days after Tenant has taken such exception, such matter shall be resolved by an independent third party arbitrator selected by Landlord and Tenant who is a certified public accountant from a large public accounting firm familiar with the accounting practices of comparable office buildings in downtown Chicago. If Landlord and Tenant fail to agree upon such arbitrator within thirty (30) days after their failure to resolve Tenant’s exception to the Statement, either party may request the President of the Illinois CPA Society to appoint such arbitrator who shall be appointed within thirty (30) days after such request. The costs of such arbitrator shall be assessed equally to Landlord and Tenant. The determination of such arbitrator shall be made within thirty (30) days after such arbitrator is selected, and shall be final, binding, and conclusive upon the parties. Tenant shall pay all of the costs of Tenant’s accountant/auditor associated with such examination and dispute, unless it is finally determined that Tenant was overbilled with respect to Operating Expenses, Net Shared Facilities Costs or Taxes by more than five percent (5%) (considering each of the foregoing separately), in which case, Landlord shall pay the reasonable costs of Tenant’s accountant/auditor with respect to such Operating Expenses, Net Shared Facilities Costs or Taxes, as the case may be. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Taxes, Operating Expenses and Net Shared Facilities Costs in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

(G) Rent attributable to Fitness Center, Cafeteria and Circulation Area.

(i) Commencing on the Fitness Center Commencement Date, Tenant shall pay Landlord, as additional rent in respect of the Premises, Tenant’s SFR Share of the amounts set forth on Exhibit B-2 attached hereto. Tenant shall pay such amounts on the first day of each calendar month during the Term commencing on the Fitness Center Commencement Date at the same time and in the same place and manner as payments of Net Rent which are due and payable hereunder.

(ii) Commencing on the Cafeteria Commencement Date, Tenant shall pay Landlord, as additional rent in respect of the Premises, Tenant’s SFR Share of the amounts set forth on Exhibit B-3 attached hereto. Tenant shall pay such amounts on the first day of each calendar month during the Term commencing on the Cafeteria

Commencement Date at the same time and in the same place and manner as payments of Net Rent which are due and payable hereunder.

(iii) Commencing on the earlier to occur of (a) the Fitness Center Commencement Date and (b) the Cafeteria Commencement Date, Tenant shall pay Landlord, as additional rent in respect of the Premises, Tenant’s SFR Share of the amounts set forth in Exhibit B-4 attached hereto. Tenant shall pay such amounts on the first day of each calendar month during the Term at the same time and in the same place and manner as payments of Net Rent which are due and payable hereunder.

(H) Net Shared Facilities Income. If, for any calendar year, the Shared Facilities Income relative to any Shared Facility shall exceed the Shared Facilities Costs relative to such Shared Facility (such excess being herein called “Net Shared Facilities Income”) then, simultaneously with Landlord’s delivering to Tenant the Statement for such calendar year, Landlord shall pay to Tenant the Tenant’s SFC Share of such excess.

(I) Rent and Other Charges. Net Rent, Additional Rent for Taxes, Operating Expenses and Net Shared Facilities Costs, Additional Rent pursuant to Paragraph 3(G) above, and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease or other agreement entered in connection herewith, are sometimes herein referred to collectively as “ Rent ,” and all remedies applicable to the non-payment of Rent shall be applicable thereto. Rent shall be paid in good funds by check or wire transfer which at the time or times of payment represents legal tender for public and private debts in the United States of America, at any office maintained by Landlord or its agent at the Property, or at such other place in the United States of America as Landlord may designate. All rent and other amounts which Tenant is or becomes obligated to pay Landlord pursuant to this Article 3 are sometimes herein referred to collectively as “ Additional Rent .”

Rent shall be paid without any prior demand or notice therefor and without any deduction, set-off, or counterclaim, or relief from any valuation or appraisement laws, except to the extent otherwise expressly provided to the contrary in this Lease.

ARTICLE 4.

Construction of Building and Premises

(A) Certain Definitions.

(i) The term “ Existing Drawings ” shall mean the drawings listed on Exhibit E hereto. Copies of the Existing Drawings have been previously furnished to Tenant.

(ii) The term “ Project Description ” shall mean (a) the project description attached hereto as Exhibit H-1 , (b) the relevant provisions of Exhibit S attached hereto, and (c) the relevant provisions of Exhibit D of the Workletter.

(iii) The term “ Outline Specifications ” shall mean the Base Building Outline Specifications attached hereto as
Exhibit H-2 .

(iv) The term “ Base Building Work ” shall mean:

(a)

Landlord’s Work (including the portions of the electrical system of the Building installed by the utility company),

(b)

the Fitness Center,

(c)

the Cafeteria, and

(d)

the Circulation Area,

together with, in all cases, any repairs, restorations, replacements, modifications, additions, enhancements and substitutions thereto, thereof or therefor installed by or for Landlord (or, relative to such electrical system, the utility company) from time to time.

(B) Landlord’s Work. Landlord shall cause Landlord’s Work to be constructed and completed in accordance with the terms of the Workletter.

(C) Segment Delivery Delay. As used herein, the term “ Target Segment Delivery Date ” means (i) March 1, 2004 with respect to the First Segment of the Mid-Rise Premises, (ii) April 1, 2004 with respect to the Second Segment of the Mid-Rise Premises, (iii) May 1, 2004 with respect to the Third Segment of the Mid-Rise Premises, (iv) June 1, 2004 with respect to the Fourth Segment of the Mid-Rise Premises, and (v) January 1, 2005 with respect to the High-Rise Premises, which are the dates that Landlord presently estimates as the Segment Delivery Dates for the Segments; except, that any such relevant Target Segment Delivery Date may be extended by the relevant Segment Delivery Date Delay Number of days, if any.

If for any reason Landlord is delayed, or reasonably anticipates that it will be delayed, in the delivery of the Segment on or before the applicable Target Segment Delivery Date (a “ Delivery Delay ”), then, subject to the applicable provisions of Paragraph 4(H), Landlord shall pay to Tenant, or reimburse Tenant for, all actual out-of-pocket and otherwise unreimbursed losses, costs (including but not limited to reasonable attorneys’ fees) and damages (specifically excluding lost revenue or profit or other consequential damages, but including additional construction expense, including construction expense incurred to permit Tenant to overcome or mitigate such Segment Delivery Delay) which Tenant incurs as a result of such Segment Delivery Delay.

Any dispute regarding any amounts that may be due and owing under this Paragraph 4(C) shall be subject to the dispute resolution procedures set forth in Section 27 of the Workletter (the “ Workletter Dispute Procedures ”).

(D) Rent Commencement Date Delay.

As used herein, the term “ Target Rent Commencement Date ” shall mean either February 1, 2005, with respect to the Mid-Rise Premises, and July 1, 2005, with respect to the High-Rise Premises, provided, however, that the Target Rent Commencement Date shall be deemed to be postponed by the number of days, if any, of any Tenant Delay.

If, for any reason, the Rent Commencement Date shall have not occurred by the applicable Target Rent Commencement Date (a “ Completion Delay ”),

(i) Landlord shall pay to Tenant, or reimburse Tenant for, all actual out-of-pocket losses, costs (including but not limited to reasonable attorneys fees) and damages (specifically excluding lost revenue or profit or other consequential damages but including additional construction expense, including construction expense incurred to overcome the consequences of such Completion Delay which Tenant incurs as a result of such Completion Delay, excluding any such losses, costs or damages paid or reimbursed by Landlord under the second Paragraph of Paragraph 4(C),

(ii) if the Rent Commencement Date shall have not occurred by the thirty-first (31st) day following the Target Rent Commencement Date, then Tenant also shall be entitled to an abatement of the Rent otherwise payable under Articles 2 and 3 of a Lease for a period that commences on the Rent Commencement Date and to equal in length to the length of the Completion Delay.

(iii) if the Rent Commencement Date shall have not occurred by the ninety-first (91st) day following the Target Rent Commencement Date, then Tenant also shall be entitled, in addition to the abatement described on clause (ii) above, to a per diem abatement of the Rent otherwise payable under Articles 2 and 3 of this Lease equal to one (1) day of Rent otherwise due and payable hereunder for each additional two (2) days of Completion Delay beyond such initial 90 days of Completion Delay.

Any dispute regarding the application of the proviso to the first sentence of this Article 4(D) or any amounts that may be due and owing under this Paragraph 4(D) shall be subject to the Workletter Dispute Procedures.

The remedy provided for in this Article 4(D) shall be Tenant’s only remedy for the failure of the Rent Commencement Date to occur by the Target Rent Commencement Date.

(E) Furniture Work.

As used herein, the term “ Furniture Work ” means the purchase and installation of Tenant’s furniture, furniture systems, and business equipment.

(F) Outside Substantial Completion Date.

As used herein (i) the term “ Base Date ” shall mean February 1, 2006, and (ii) the term “ Tenant Outside Substantial Completion Date ” shall mean the Tenant SCD Delay Number of days, if any, after the Base Date, and (iii) the term “ Landlord Outside Substantial Completion Date ” shall mean 120 days after the Base Date.

If for any reason the Substantial Completion Date shall have not occurred by the Tenant Outside Substantial Completion Date, then Tenant shall have the right, exercised by written notice given to Landlord on or before the 15 ^th Business Day after the Tenant Outside Substantial Completion Date, to terminate this Lease effective as of the date of such notice. If for any reason the Substantial Completion Date shall have not occurred by the Landlord Outside Substantial Completion Date, then Landlord shall have the right, exercised by written notice given to Tenant on or before the fifteenth (15th) Business Day after the Landlord Outside Substantial Completion Date, to terminate this Lease effective as of the date of such notice.

If either Tenant or Landlord timely terminates this Lease pursuant to this Paragraph 4(F),

(i) Landlord shall pay to Tenant an amount equal to (x) all actual out-of-pocket and otherwise unreimbursed costs and expenses incurred by Tenant in connection with the Building, the Premises or this Lease, including (1) all architectural, engineering, project management, and legal fees, and (2) any costs incurred by Tenant in connection with Tenant Work and/or furniture, fixtures and equipment for the Premises, including cancellation charges (but specifically excluding lost revenue or profit or other consequential damages), and (y) a termination fee equal to $8,000,000.00;

(ii) Landlord shall remain liable under clause (i) of the second paragraph of Article 4(D) with respect to losses, costs and damages incurred through the date of such termination (to the extent same are not otherwise payable under clause (i) of this first Paragraph of Paragraph 4(F); and

(iii) this Lease shall be of no further force or effect, except for such rights and obligations which accrue or arise on or prior to such termination (including the obligations under clauses (i) and (ii) above) or which expressly survive the expiration or earlier termination of this Lease.

The remedy provided for in this Paragraph 4(F) shall be Tenant’s only remedy for the failure of the Substantial Completion Date to occur by the Tenant Outside Substantial Completion Date The remedy provided for in this Paragraph 4(F) shall be Landlord’s only remedy for the failure of the Substantial Completion Date to occur by the Landlord Outside Substantial Completion Date.

(G) Shared Facilities Delays.

(i) Fitness Center

(a)

The term “ Target Fitness Center Commencement Date ” shall mean the 150 ^th day after the Mid-Rise Rent Commencement Date.

(b)

The term “ Fitness Center Rent ” shall mean (i) the rent payable under Paragraphs 3(A) and (B) by reason of the inclusion in the numerator of Tenant’s Pro Rata Share of the Fitness Center, (ii) one-half of the rent payable under Paragraphs 3(A) and (B) by reason of the inclusion in the numerator of Tenant’s Pro Rata Share of the Circulation Area, (iii) the Rent payable under Paragraph 3(G)(i), and (iv) one-half of the Rent payable under Paragraph 3(G)(iii).

(c)

If the Fitness Center Commencement Date shall have not occurred by the 31st day following the Target Fitness Center Commencement Date then Tenant shall also be entitled to an abatement of the Fitness Center Rent otherwise payable for a period that commences on the Fitness Center Commencement Date equal in length to one (1) day for each day in the period commencing on the 31st day following such Target Fitness Center Commencement Date, and ending on the Fitness Center Commencement Date.

(d)

If the Fitness Center Commencement Date shall have not occurred by the 91st day following the Target Fitness Center Commencement Date, then Tenant also shall be entitled, in addition to the abatement described in clause (c) above, to an abatement of the Fitness Center Rent for a period that commences immediately after said period described in clause (c) above and is equal in length to one (1) day for each two (2) days in the period commencing on such ninety-first (91 ^st ) day and ending on the day immediately preceding the Fitness Center Commencement Date.

(ii) Cafeteria

(a)

The term “ Target Cafeteria Commencement Date ” shall mean the 150 ^th day after the Mid-Rise Rent Commencement Date.

(b)

The term “ Cafeteria Rent ” shall mean (i) the rent payable under Paragraphs 3(A) and (B) by reason of the inclusion in the numerator of Tenant’s Pro Rata Share of the Cafeteria, (ii) one-half of the rent payable under Paragraphs 3(A) and (B) by reason of the inclusion in the numerator of Tenant’s Pro Rata Share of the Circulation Area, (iii) the Rent payable under Paragraph 3(G)(ii), and (iv) one-half of the Rent payable under Paragraph 3(G)(iii).

(c)

If the Cafeteria Commencement Date shall have not occurred by the 31st day following the Target Cafeteria Commencement Date then Tenant shall also be entitled to an abatement of the Cafeteria Rent otherwise payable for a period that commences on the Cafeteria Commencement Date equal in length to one (1) day for each day in the period commencing on the 31st day following such Target Cafeteria Commencement Date, and ending on the Cafeteria Commencement Date.

(d)

If the Cafeteria Commencement Date shall have not occurred by the 91st day following the Target Cafeteria Commencement Date, then Tenant also shall be entitled, in addition to the abatement described in clause (c) above, to an abatement of the Cafeteria Rent for a period that commences immediately after said period described in clause (c) above and is equal in length to one (1) day for each two (2) days in the period commencing on such ninety-first (91 ^st ) day and ending on the day immediately preceding the Cafeteria Commencement Date.

(H) Failure to Mitigate; Failure to Prosecute.

Neither the first paragraph of Paragraph 4(C) nor clauses (i) or (ii) of the first paragraph of Paragraph 4(D) nor clause (ii) of the third paragraph of Paragraph 4(F) shall be applicable to any losses, costs or damages, if any, to the extent that the same arise out of any failure by Tenant to act in a commercially reasonable manner (without regard to the fact that Landlord may be liable for such losses, costs and damages) to mitigate the losses, costs and damages, if any, Tenant may suffer on account of a Segment Delivery Delay or a Completion Delay or any termination of this Lease pursuant to Paragraph 4(F) (or pursuant to any provision of this Lease providing for the amount payable to Tenant to be determined by reference to Paragraph 4(F)).

(I) Casualty Prior to Commencement Date.

(i) If prior to the Commencement Date any Landlord’s Work or any Excluded Work or any of the equipment or facilities on the Land used in connection with the construction of the Landlord’s Work, the Excluded Work or the Tenant Work (excluding any such equipment or facilities installed by Tenant) shall be damaged by fire or other casualty (a “ Pre-CD Casualty ”), then

(1)

if such Pre-CD Casualty is insured:

(a)

Landlord shall use commercially reasonable efforts to cause its Mortgagee(s) to agree to make the insurance proceeds available for Landlord’s Restoration Work subject to normal and customary conditions and, if such Mortgagee(s) do not agree to make such proceeds available for Landlord’s Restoration Work subject to normal and customary conditions, to obtain replacement funds (it being understood that neither Landlord nor any of its Affiliates shall have any obligation to make replacement funds available), and

(b)

if Landlord fails to obtain such Mortgagee(s)’ agreement to make such proceeds available for Landlord’s Restoration Work subject to normal and customary conditions within thirty (30) days after the occurrence of the fire or other casualty and Landlord fails to obtain replacement funds within sixty (60) days after such occurrence, then Landlord, by notice to Tenant given no later than the earlier of (x) the seventieth (70th) day after such occurrence, or (y) the date on which Landlord shall have given the Commencement Date Notice under Section 10 of the Workletter shall have the right to terminate this Lease;

(2)

if such Pre-CD Casualty is not insured:

(a)

Landlord shall use commercially reasonable efforts to obtain replacement funds (it being understood that neither Landlord nor any of its Affiliates shall have any obligation to make replacement funds available), and

(b)

if Landlord fails to obtain replacement funds within sixty (60) days after such occurrence, then Landlord, by notice to Tenant given no later than the earlier of (x) the seventieth (70th) day after such occurrence, or (y) the date on which Landlord shall have given the Commencement Date Notice under Section 10 of the Workletter shall have the right to terminate this Lease;

If (a) any Mortgagee or source of replacement funds (including any Affiliate of Landlord), requires, as a condition of its making the insurance proceeds available or as a condition of its providing replacement funds, that Tenant agree to any extension of the Target Segment Delivery Date, Target Rent Commencement Date, Base Date or other date provided for herein, and (b) Tenant shall not agree to such extension (it being understood that Tenant shall have no obligation to do so) then Landlord shall have the right, within the time period provided for above, to terminate this Lease pursuant to the foregoing provisions of this Paragraph 4(I).

If Landlord shall elect to terminate this Lease pursuant to this Paragraph 4(I), Landlord shall pay to Tenant a termination fee equal to (x) $8,000,000, less (y) any amounts that Landlord shall have paid to Tenant pursuant to Paragraph 4(C) above, together with its notice of termination, whereupon neither Landlord nor Tenant shall have any further right or obligation under this Lease. Any termination pursuant to this Paragraph 4(I) shall be effective on the date of such termination notice.

(J) Casualty Prior to Substantial Completion Date

(i) If after the Commencement Date and prior to the Substantial Completion Date all or any part of Landlord’s Construction Project shall be damaged by fire or other casualty and, as a result thereof, the Substantial Completion Date will be delayed (excluding any delay by reason of adjustment or collection of insurance or other unavailability of funds) by more than five (5) days (a “ Material Pre-SCD Casualty ”), then

(a)

Landlord shall immediately notify Tenant of such fact,

(b)

Landlord, within forty-five (45) days of such fire or other casualty, shall notify Tenant of (i) Landlord’s determination of the Pre-SCD Casualty Estimated Delay Number, and (ii) Landlord’s determination of the Pre-SCD Casualty Estimated Substantial Completion Date and include with such notice a statement of the Landlord’s general contractor or construction manager confirming Landlord’s determinations and, to the extent available, a revised construction schedule under Section 14.b of the Workletter (Landlord’s notice, together with such statement, being herein called a “ Pre-SCD Casualty Notice ”); and

(c)

if (x) the Pre-SCD Casualty Estimated Substantial Completion Date is later than the Pre-SCD Casualty Deferral Limit Number of days after the date of the fire or other casualty, and (y) the Pre-SCD Casualty Estimated Delay Number is greater than 180 days, then this Lease shall automatically terminate without further action of Landlord or Tenant as of the date of Landlord’s Pre-SCD Casualty Notice (or, if Tenant disputes Landlord’s determination of the Pre-SCD Casualty Estimated Substantial Completion Date as provided for in clause (iii) of this Paragraph 4(J) or the Pre-SCD Casualty Estimated Delay Number, the date on which the Pre-SCD Casualty Estimated Substantial Completion Date and the Pre-SCD Casualty Delay Number are finally determined), and Landlord shall pay to Tenant all amounts that Landlord would have owed to Tenant under Paragraph 4(F) of this Lease (and, to the extent provided in clause (ii) of the third paragraph of Paragraph 4(F), the other provisions of Article 4 of the Lease) as if (x) the Landlord Outside Substantial Completion Date had occurred, and (y) Landlord had timely and properly exercised its right to terminate this Lease pursuant to such Paragraph 4(F) (and, for this purpose, the termination shall be deemed to have occurred under Paragraph 4(F)), except that Landlord shall have no liability

(ii)

for any furniture, fixtures and equipment for the Premises (and the penultimate paragraph of Paragraph 4(F) shall be deemed amended to remove therefrom all references to furniture, fixtures and equipment) or

(iii)

under clause (ii) of the third paragraph of said Paragraph 4(F), unless a Segment Delivery Delay or Completion Delay had occurred prior to the Pre-SCD Casualty, in which case for purposes of determining Landlord’s liability under said clause (ii) the phrase “ date of such termination ” as used therein shall refer to the date of Landlord’s Pre-SCD Casualty Notice (or, if Tenant disputes Landlord’s determination of the Pre-SCD Casualty Estimated Substantial Completion Date as provided for in clause (iii) of this Paragraph 4(J) or the Pre-SCD Casualty Estimated Delay Number, the date on which the Pre-SCD Casualty Estimated Substantial Completion Date and the Pre-SCD Casualty Delay Number are finally determined); and

(a)

unless this Lease is terminated as provided for in clause (e) above, (x) the End Date and the Target Rent Commencement Date shall be postponed by the Pre-SCD Casualty Estimated Delay Number of days, and (y) the Base Date shall be postponed by the Pre-SCD Casualty Estimated Delay Number of days.

(iv) The term “ Pre-SCD Casualty Estimated Delay Number ” shall mean, with respect to any Material Pre-SCD Casualty, the best estimate (based on information available on or after the 30 ^th days after such Material Pre-SCD Casualty and on or before the 45 ^th day after such Material Pre-SCD Casualty) of the number of days, if any, by which the Substantial Completion Date will be delayed (excluding any delay by reason of adjustment or collection of insurance or other unavailability of funds) by reason of such Material Pre-SCD Casualty. If Tenant, within twenty (20) days of its receipt of Landlord’s Pre-SCD Casualty Notice with respect to any Material Pre-SCD Casualty, shall notify Landlord that Tenant disagrees with Landlord’s determination of the Pre-SCD Casualty Estimated Delay Number set forth therein, then the Pre-SCD Casualty Estimated Delay Number with respect to such Material Pre-SCD Casualty shall be determined pursuant to the Workletter Dispute Procedures; otherwise, Landlord’s determination of the Pre-SCD Casualty Estimated Delay Number as set forth in such Pre-SCD Casualty Notice shall be final and binding on the parties.

(v) The term “ Pre-SCD Casualty Estimated Substantial Completion Date ” shall mean, with respect to any Material Pre-SCD Casualty, the best estimate (based on information available on or after the 30 ^th day after such Material Pre-SCD Casualty and on or before the 45 ^th day after such Material Pre-SCD Casualty and excluding any delay by reason of adjustment or collection of insurance or other unavailability of funds) of the Substantial Completion Date. If Tenant, within thirty (30) days of its receipt of Landlord’s Pre-SCD Casualty Notice with respect to any Material Pre-SCD Casualty, shall notify Landlord that Tenant disagrees with Landlord’s determination of the Pre-SCD Casualty Estimated Substantial Completion Date set forth therein, then the Pre-SCD Casualty Estimated Substantial Completion Date with respect to such Material Pre-SCD Casualty shall be determined pursuant to the Workletter Dispute Procedures; otherwise, Landlord’s determination of the Pre-SCD Casualty Estimated Substantial Completion Date as set forth in such Pre-SCD Casualty Notice shall be final and binding on the parties.

(vi) The term “ Pre-SCD Casualty Deferral Limit Number ” shall mean, with respect to any Material Pre-SCD Casualty, 456 minus the Pre-SCD Casualty Estimated Delay Number with respect to all prior Material Pre-SCD Casualties.

(vii) The term “ Landlord’s Construction Project ” shall mean Landlord’s Work, the Excluded Work and all of the equipment or facilities on the Land used in connection with the construction of the Landlord’s Work, the Excluded Work or the Tenant Work (excluding any such equipment or facilities installed by Tenant).

(viii) Upon Tenant’s request, Landlord shall furnish Tenant with copies of all written information on which Landlord based its Pre-SCD Casualty Notice, and shall make its construction personnel and advisors available to Tenant and its construction personnel and advisors to discuss such determination and other matters regarding any Material Pre-SCD Casualty.

(ix) The foregoing provisions of this Paragraph 4(J) shall not be applicable to any Material Pre-SCD Casualty as to which Landlord fails timely to give the Pre-SCD Casualty Notice.

(x) If after the Commencement Date and prior to the Substantial Completion Date all or any part of Landlord’s Construction Project or the Tenant Work shall be damaged by fire or other casualty, Tenant shall be entitled to an abatement of the Net Rent and Rent under Article 3 for the period commencing when the same would otherwise commence (i.e. the Rent Commencement Date or the expiration of the abatement provided for Paragraph 4(D), if any) equal in length to (1) the length of the delay in the substantial completion of the Tenant Work or the issuance of a certificate of occupancy for the Premises arising out of such fire or other casualty (but excluding any delay arising out of Tenant’s failure to prosecute repairs with commercially reasonable diligence), minus (b) the Pre-SCD Casualty Estimated Delay Number, if any, arising out of such fire or other casualty; and

(K) Due Date of and Interest on Amounts Payable to Tenant. All amounts payable by Landlord to Tenant under the provisions of this Article 4 shall be due and payable on the 10 ^th Business Day after Tenant’s demand therefor from time to time. If any such amount is not paid when due, the same shall bear interest at the Prime Rate until paid.

(L) Defined Terms. Capitalized terms not otherwise defined in this Article 4 shall the meanings ascribed to such terms in the Workletter.

ARTICLE 5.

Use and Rules

(A) Tenant’s Use. Tenant may use the Premises only for general office purposes and all lawful ancillary purposes, including those ancillary purposes set forth below, and for no other purpose whatsoever.

Tenant may also operate and maintain in the Premises, subject to all Laws and applicable provisions of this Lease, as uses ancillary to Tenant’s use of the Premises for general office purposes, (a) a kitchen (provided that any necessary exhaust duct shall have been installed therefor), lunchroom, dining, vending, lounge, exercise facilities, and automatic teller machines solely for the use of Tenant’s personnel and office business invitees, and (b) such printing, mail handling, duplicating, reproduction, photographic word processing, data processing, communications, and other equipment, facilities or technologies (whether or not in existence or commercial use at the time of execution of this Lease), as Tenant may deem necessary, desirable or convenient for the conduct of its business or for the comfort, convenience or well being of its personnel and office business invitees.

Tenant shall comply with

(i) all Laws respecting all matters of occupancy, condition, use or maintenance of the Premises or otherwise, and

(ii) all regulations and requirement of the Board of Fire Insurance Underwriters respecting all matters of occupancy, condition, use or maintenance of the Premises or otherwise,

in either case relating to Tenant’s specific use of the Premises, whether any of the foregoing shall be directed to Tenant or Landlord (provided that Landlord shall be responsible for effecting and Landlord shall promptly effect any repairs, additions, alterations or changes to the Premises and the Building which are necessitated by the acts or omissions of Landlord or its agents, contractors or employees or by any Laws or any regulations or requirements of the Board of Fire Insurance Underwriters in either case which affect office buildings generally or the Building specifically and are not required solely because of the particular use of the Premises by Tenant, subject to the right of Landlord to include the costs thereof in Operating Expenses to the extent permitted pursuant to Paragraph 3(B) above).

Tenant shall not make or permit any use of the Premises or the Property, or do or permit to be done anything in or on the Premises or the Property, or bring or keep anything in the Premises or the Property, that is forbidden by any of the foregoing. Tenant shall procure and maintain all licenses and permits legally necessary for the operations of its business.

Tenant shall not use the Premises in any manner so as to cause a cancellation of Landlord’s insurance policies, or materially increase the premiums thereunder, unless Tenant agrees to pay for such increased premiums.

Tenant shall comply with all rules set forth in Exhibit F attached hereto (such rules, as same may be amended and supplemented in accordance with this paragraph, from time to time, being referred to herein as the “ Rules ”. Landlord shall have the right reasonably to amend and supplement such Rules, from time to time, as may be necessary or appropriate for the safety, care or cleanliness of the Property or the preservation of good order therein, and all such amendments and supplements shall be binding upon Tenant fifteen (15) days after notice to Tenant; provided, however, no such amendment or supplement shall be inconsistent with this Lease or adversely affect (except to a de minimis extent) Tenant’s use and occupancy of the Premises permitted under this Lease or Tenant’s performance of Alteration Work. All Rules shall be applied on a generally non-discriminatory basis to tenants of the Building, in a reasonable manner, and in a manner which shall not adversely affect (except to a de minimis extent) Tenant’s use and occupancy of the Premises permitted under this Lease or unreasonably interfere with Tenant’s performance of Alteration Work. Landlord shall use commercially reasonable efforts at least comparable to those that would be used in other comparable office buildings in downtown Chicago to secure compliance by other tenants of the Building with the Rules. So long as Landlord uses such commercially reasonable efforts, nothing herein shall be construed to give Tenant or any other person any claim, demand or cause of action against Landlord arising out of the violation of such Rules by any other tenant, occupant or visitor of the Property.

(B) Limitation on Other Businesses and Uses. Landlord agrees that Landlord shall not, without the prior written consent of Tenant (which consent may be withheld arbitrarily), lease or suffer or permit the occupancy of any space in or on the Property for any of the following uses (“ Prohibited Uses ”): (i) use by any political organization or any foreign, federal, state, county, municipal or other governmental entity or agency that either (a) regularly attracts to its premises large numbers of persons in the general public (e.g., immigration and naturalization service, social security administration) or (b) creates security risks to Building tenants materially greater than risks caused by general office tenants (e.g., Bureau of Alcohol, Tobacco and Firearms, U.S. Marshal’s Office, Federal Bureau of Investigation, Homeland Security Office, U.S. Attorney’s Office, Securities and Exchange Commission, Department of Justice or Department of Defense), or (ii) retail sale of merchandise to the general public (other than in the retail portion of the Building).

ARTICLE 6.

Services and Utilities

(A) Basic Services. Landlord shall provide the following services and utilities and the costs thereof, except as otherwise provided in this Lease, shall be included in Operating Expenses:

(i) Life safety service and electricity for emergency lighting in accordance with the relevant provisions of Exhibit H attached hereto.

(ii) (1) Heating, ventilating and air-conditioning service (“ HVAC ”) in accordance with the relevant provisions of Exhibit H attached hereto (the “ HVAC Specifications ”) to the Premises, the Common Areas and the Circulation Area from 7:00 a.m. until 8:00 p.m. Monday through Friday and 9:00 a.m. until 1:00 p.m. on Saturdays, except on Holidays (“ Regular HVAC Hours ”), and ventilating service in accordance with the HVAC Specifications to the Premises, the Common Areas and the Circulation Area at all other times.

(1)

HVAC in accordance with the HVAC Specifications to the Shared Facilities when the same are open or in operation and ventilating service in accordance with the HVAC Specifications at all other times, subject to the second paragraph of Paragraph 3(B)(vi)(2).

“ Holidays ” for purposes of this Lease shall mean New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

(iii) Domestic water, hot and cold, at all times for sprinkler, cleaning, drinking, lavatory and toilet purposes at those points of supply provided for nonexclusive general use of all tenants in the Building, with water to be provided at a reasonably adequate water pressure.

(iv) Cleaning in and about the Premises and other portions of the Building in accordance with the provisions of Exhibit G attached hereto (the “ Cleaning Specifications ”), and nightly trash removal from the premises; provided, however, Tenant shall have the right, by notice to Landlord, to elect to clean the entire Premises commencing on a date specified in such notice (the “ Tenant Cleaning Commencement Date ”) which shall be the first Business Day of a calendar month and shall be at least 30 days after the giving of such notice. If Tenant shall give such a notice, then (a) commencing upon the Tenant Cleaning Commencement Date, Tenant, using a cleaning contractor of its choice which shall have been approved in advance by Landlord, shall clean (and Landlord shall not clean) the Premises (“ Tenant Cleaning ”), (b) Tenant’s approved cleaning contractor shall be entitled, without charge and without discrimination, but subject to the applicable terms hereof and the Rules, to use in a reasonable and orderly manner the freight elevators in common with Landlord’s cleaning contractor, (c) Landlord shall continue to provide (i) all of the services called for in the Cleaning Specifications in and to the areas of the Building other than the Premises (it being understood that the core toilets on any full floor for the Premises are included in the Premises and hence shall be covered by Tenant Cleaning), and (ii) nightly trash removal service from the Premises (provided that Tenant and its cleaning

contractor shall leave in proper receptacles and in an orderly manner all trash from each floor of the Premises in the freight elevator lobby of each such floor), and (d) there shall be excluded from Operating Expenses all costs and expenses allocable to the cleaning of any premises leased or available to be leased (provided that neither the cost of the freight elevator service to Landlord’s cleaning contractor, nor the cost of trash removal shall be so excluded from Operating Expenses). Tenant shall have the right from time to time to institute, revoke, and/or reinstitute Tenant Cleaning by giving notice thereof to Landlord as provided above in this Paragraph 6(A)(iv); provided, however, that Tenant shall not have the right to elect to clean less than the entire Premises (including all portions thereof sublet), and that no subtenant of less than the entire Premises shall have the right to elect to clean its premises. Tenant’s cleaning contractor may not use the locker room provided for Landlord’s cleaning contractor, and Tenant shall furnish space in the Premises to its cleaning contractor for such purposes. Tenant’s cleaning contractor shall provide union labor if Landlord’s cleaning contractor is unionized. Landlord shall not unreasonably withhold its approval of any cleaning contractor proposed by Tenant, and shall approve or disapprove of any such proposed cleaning contractor within ten (10) Business Days following receipt of reasonable and appropriate documentation pertaining to such cleaning contractor and its experience cleaning comparable office buildings in the downtown Chicago area. Subject to the foregoing, Landlord shall not limit Tenant to one (1) or a limited number of such cleaning contractors.

(v) Unless provided by the operator, licensee or concessionaire thereof, cleaning and trash removal service Monday through Friday (except on Holidays) in and about the Shared Facilities as appropriate for their use as Shared Facilities, subject to the second paragraph of Paragraph 3(B)(vi)(2).

(vi) (1)

Elevator service in accordance with the Passenger Elevator Specifications by means of (A) the seven (7) passenger elevators known as elevators nos. 6-12 (the “ Low-Mid-Rise Elevators ”) in accordance with the relevant provisions of Exhibit H (the “ Passenger Elevator Specifications ”), serving the ground floor lobby and each of floors nine (9) through twenty-two (22) and (B) the nine (9) passenger elevators known as elevator nos. 20-28 (the “ High Rise Elevators ”), serving the ground floor and each of floors 46 and 47, all of which shall be in service at all times; provided, however, (a) Landlord may elect to shut down one or two of the High Rise Elevators after 9:00 p.m. on Business Days until 7:00 a.m. on the next Business Day for conservation purposes, and (b) two (2) of the High Rise Elevators shall serve and open on the twelfth (12th) floor and, if Tenant exercises the First Expansion Option or the 46 ^th Floor Replacement Premises Option with respect to the twenty-second (22 ^nd ) floor, the twenty-second (22 ^nd floor), of the Building (and neither of such elevators shall be shut down for conservation purposes as provided in clause (a) above).

(1)

Freight elevator service in accordance with the relevant provisions of Exhibit H-2 (the “ Freight Elevator Specifications ”) by means of the two (2) freight elevators serving the ground floor loading dock and each floor of the Premises (except that only one (1) of such freight elevators shall serve the portion of the Premises located on the 48th floor of the Building), both of which freight elevators shall be in service at all times on a shared, non-reserved, non-exclusive basis; provided, however, that outside of Regular Freight Elevator Hours, such freight elevators may be reserved by Landlord, Tenant or other Building tenants (so long as one such freight elevator is available for Landlord’s janitorial contractor and, if Tenant Cleaning shall be in effect, Tenant’s cleaning contractor). As used in the Lease, the term “ Regular Freight Elevator Hours ” shall mean 7:00 am to 6:00 pm Mondays through Fridays, excluding Holidays.

(2)

Passenger elevator service in accordance with the relevant provisions of Exhibit H (the “ Parking Elevator Specifications ”) by means of the two passenger elevators serving the ground floor lobby and each floor of the parking garage, both of which passenger elevators shall be in service at all times on a shared, non-reserved, non-exclusive basis.

(3)

Escalator to the floor on which the Shared Facilities are located during all hours when the Shared Facilities are open, and elevator service to such floor at all times. The costs of such escalator service shall be excluded from Operating Expenses and included in Shared Facilities Costs.

(vii) Use of the Building’s six bay loading dock (except for two bays which shall be dedicated to trash removal) during the hours of 7:00 a.m. to 4:00 p.m. on Business Days (“ Regular Loading Dock Hours ”).

(viii) Window washing of the inside and outside of those windows in the Building’s perimeter walls which are situated in the Premises and Building lobby, weather permitting at intervals to be reasonably determined by Landlord, but in no event less than two (2) times per calendar year with respect to the interior window surfaces and no less than three (3) times per calendar year with respect to the exterior window surfaces and related spandrels.

(ix) Access to cable television service shall be available on each floor of the Premises.

(B) Extra Services. Landlord shall also provide the following services and utilities, and the costs thereof shall be excluded from Operating Expenses and instead shall be paid directly by Tenant as more specifically set forth below.

(i) Condenser water in accordance with the relevant provisions of Exhibit H (the “ Condenser Water Specifications ”) in such quantities as Tenant shall from time to time draw up to the maximum amount available to Tenant as set forth on Exhibit CW . Tenant shall pay for service requested and delivered under this clause (i) at the rate therefor set forth in Exhibit CW , subject to adjustment as therein provided.

(ii) HVAC in accordance with the HVAC Specifications to the Premises at such times outside of Regular HVAC Hours and for such portions of the Premises as Tenant shall from time to time request; provided that Landlord shall receive Tenant’s request therefor no later than 2:00 p.m. on a Business Day for such service at any time during the period commencing at 8:00 p.m. on such Business Day and ending on 7:00 a.m. on the next Business Day. Each such request shall specify the hours for which and the portions of the Premises for which Tenant is requesting such service. Tenant shall pay for service requested and delivered under this clause (ii) at the rates therefor set forth on Exhibit OTHVAC , subject to adjustment as therein provided.

(iii) Dedicated freight elevator service in accordance with the Freight Elevator Specifications at such times outside of Regular Freight Elevator Hours as Tenant shall from time to time request, subject to availability, provided Landlord shall receive Tenant’s request therefor no later than 2 p.m. on a Business Day for such service at any time during the period commencing at 6:00 p.m. on such Business Day and ending on 7:00 a.m. on the next Business Day. Each such request shall specify the hours for which Tenant is requesting such service. Landlord shall administer the scheduling of such service for Tenant and for Landlord and other tenants in a reasonable, non-discriminatory manner. If applicable Laws, service or collective bargaining agreements, or security concerns require that such service be attended by an operator or security personnel, Tenant shall pay a fee established by Landlord equal to the costs of such operator or personnel.

(iv) Use of the Building’s six bay loading dock (except for two bays which shall be dedicated to trash removal) at such times outside of Regular Loading Dock Hours as Tenant shall from time to time request, subject to availability, provided, Landlord shall receive Tenant’s request therefor no later than 2 p.m. on a Business Day for such use at any time during the period commencing at 4:00 p.m. on such Business Day and ending on 7:00 a.m. on the next Business Day. Each such request shall specify the hours for which Tenant is requesting such use. Landlord shall administer the scheduling of such service for Tenant and for Landlord and other tenants in a reasonable, non-discriminatory manner. If applicable Laws, service or collective bargaining agreements, or security concerns require that the loading dock be attended by an operator or security personnel, Tenant shall pay a fee established by Landlord equal to the costs of such operator or personnel.

(v) Such cleaning and trash removal service in addition to that described in the Cleaning Specifications as is available from Landlord’s janitorial service contractor, provided (a) Tenant Cleaning shall not be in effect, (b) Landlord shall receive Tenant’s request therefor reasonably in advance, and (c) Tenant shall pay for such additional service by reimbursing Landlord the amount charged by Landlord’s janitorial service contractor. Additionally, whether or not Tenant Cleaning shall be in effect, Tenant shall

also be entitled to contract for such additional cleaning and/or maintenance services directly with such other contractors as Tenant desires (who shall employ union labor if Landlord’s janitorial cleaning contractor employs union labor) subject to the approval of such contractors in advance by Landlord as provided in Paragraph 6(A)(iv) above.

(vi) Such other extra utilities or services as Tenant may from time to time request, provided (a) the same are reasonable and feasible for Landlord to provide and do not involve material modifications or additions to the Property or existing Building systems or equipment, and (b) Landlord shall receive Tenant’s request reasonably in advance (all of which extra utilities or services provided under this Paragraph 6(B)(vi) are hereinafter referred to as “ Extra Utilities and Services ”). Tenant shall pay Landlord for such Extra Utilities and Services at a rate equal to Landlord’s actual out-of-pocket costs for such Extra Utilities and Services.

All charges under this Paragraph 6(B) shall be due at the same time as the installment of Net Rent with which the same are billed, or if billed separately, shall be due within thirty (30) days after such billing. Landlord may comply with written or oral requests for service under this Paragraph 6(B) by an officer or specifically authorized employee of Tenant. Tenant shall be obligated to pay only for such services as it requests under this Paragraph 6(B).

(i) The term “ Building Services ” shall refer to the services and utilities referred to in Paragraphs 6(A), (B), (D), (F)(i), (G), (K) and (L). Landlord reserves the right to interrupt or curtail any Building Service at such times as may be necessary and for as long as may be required (and Landlord does not warrant that any Building Services will be free from interruptions) by reason of accidents, breakdowns, acts of God, strikes or other labor troubles, or the making of repairs, replacements, alterations or improvements, or the inability to obtain services, fuel, steam, water or supplies, governmental requirements, or other causes beyond Landlord’s reasonable control. None of the same nor related repairs to the architectural, structural or mechanical systems of the Building shall be deemed an eviction or disturbance of Tenant’s use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for abatement of Rent (except as hereinafter provided), or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damages on account of such interruption in Building Services.

(ii) Except in cases of an emergency, Landlord shall give Tenant at least ten (10) Business Days prior written notice of Landlord’s intention voluntarily to effect any interruption or curtailment of any Building Service (and, except in case of an emergency, Landlord agrees to use commercially reasonable efforts to restrict the interruption or curtailment of chilled water, condenser water, electricity, domestic water, HVAC service, service under Paragraph 6(F)(i), and service under Paragraph 6(G) to Saturdays, Sundays and Holidays). Tenant shall have the right (but only once with respect to any particular such interruption

or curtailment), by notice given to Landlord within three (3) Business Days after Tenant’s receipt of such notice from Landlord, to require Landlord to postpone such interruption or curtailment for up to fifteen (15) Business Days beyond the date set forth in Landlord’s notice.

(iii) Landlord shall use reasonable efforts to minimize the extent and duration of any interruption of curtailment of any Building Service.

(iv) Except for breakdowns, emergencies or work which requires taking an elevator out of service for longer than a single evening (“ Major Elevator Work ”), elevator maintenance and repair work shall be performed outside of Regular Business Hours. Landlord shall use reasonable efforts to limit Major Elevator Work to one elevator per bank at a time.

(v) Whenever service under Paragraph 6(G) is interrupted or curtailed, Landlord shall provide equivalent security for the Building, either by closing off the entrances affected or by manual means.

(vi) As used in this Lease, the term “ Regular Business Hours ” shall mean the hours of 8:00 am to 6:00 pm on Business Days.

(D) Electrical Service .

(i) As more fully described in Exhibit H , the Landlord’s Work includes a high voltage electrical riser and transformer vaults and transformers located on each floor, all of which shall be owned and operated by the local electrical distribution utility. Except for Landlord’s obligation to complete the Landlord’s Work, Tenant shall (a) make its own arrangements with the local electrical distribution utility for the delivery of electricity to the Premises, and (b) from time to time make its own arrangements with the local electrical distribution utility or other supplier selected by Tenant for the supply of electricity for the Premises, subject to Landlord’s approval of any such other supplier, such approval shall not be unreasonably withheld. Tenant shall pay, as and when due, directly to (x) the local electrical distribution utility for the delivery of electricity to the Premises, and (y) the local electrical distribution utility or other supplier selected by Tenant as aforesaid for the supply of electricity for the Premises; provided, however, that if for any reason Tenant is not billed directly for electrical service, Landlord shall forward each bill received by it with respect to the Premises to Tenant and Tenant shall pay it promptly in accordance with its terms. Landlord agrees (1) that subject to Landlord review and approval, which shall not be unreasonably withheld, Tenant may install electrical distribution equipment in any electrical closet located on any floor on which a portion of the Premises is located and (2) that, in the case of any full floor leased to Tenant hereunder, and (2) that no other tenant shall be permitted to install any equipment therein, subject to Landlord’s right to install therein conduit for the benefit of more than one floor of the Building.

(ii) Landlord shall be responsible for providing electricity for (a) the Common Areas and the other service or utility areas of the Building, including that necessary for Landlord to operate the elevators and provide HVAC and other services required by this Lease to be provided by it, and (b) the Shared Facilities (all of the foregoing being herein called the “ Landlord Electricity ”). Landlord has advised Tenant that Landlord contemplates Commonwealth Edison (“ Landlord’s Electric Service Provider ”) to be the utility company selected by Landlord to provide Landlord’s Electricity. Notwithstanding the foregoing, so long as the rates therefor are competitive with other comparable office buildings in downtown Chicago, if permitted by law, Landlord shall have the right at any time and from time to time to either contract for Landlord’s Electricity from a different company or companies providing electricity service at rates competitive with other electric service providers (each such company shall hereinafter be referred to as a “ Landlord’s Alternate Service Provider ” or continue to contract for Landlord’s Electricity from the Landlord’s Electric Service Provider, and in computing the amount of Operating Expenses and Shared Facilities Costs. Landlord shall take into account any lower rates or rebates received from or through Landlord’s Electric Service Provider or such Landlord’s Alternate Service Provider.

(iii) If Tenant’s use of electricity in any portion of the Building located outside of the Premises is not separately metered for any reason, Tenant shall pay Landlord as Additional Rent, in monthly installments at the time prescribed for monthly installments of Net Rent, an amount, as reasonably estimated by Landlord from time to time (and confirmed by Tenant’s engineers), and based upon evaluations made by an engineer selected by Landlord and reasonably approved by Tenant, that Tenant otherwise would pay for such electricity. Said estimated amount shall be as if the same were separately metered to the Premises by the local electric utility company and billed to Tenant at such utility company’s then-current rates for similar customers.

(iv) Tenant shall make no alterations or additions to the electric equipment or appliances used within or serving the Premises which would overload the CT cabinets or switches on any floor of the Premises, provided, however, that, Tenant shall have the right, subject to Landlord’s approval, not to be unreasonably withheld, to (a) bring electricity from one floor of the Premises to another, and (b) install additional CT cabinets, switches, transformers and other electrical distribution equipment and, if necessary, to construct within the Premises additional vaults for those purposes. Work affecting the Building’s electrical system will be done by either Landlord’s Contractors or, if Tenant shall so elect, contractors employed by Tenant and reasonably approved by Landlord, in both cases at Tenant’s expense with respect to any work performed by or on behalf of Tenant. Landlord shall not limit Tenant to one or a limited number of contractors for this work. Tenant covenants and agrees that at all times its use of electrical current shall never exceed the capacity of the feeders to the Building or the risers installed therein as more fully described in Exhibit H hereto.

(E) Programs. Notwithstanding anything to the contrary in this Article 6 or elsewhere in this Lease, Landlord shall have the right to institute such energy conservation policies, programs and measures on a Building-wide basis as may be required to comply with any Laws.

(F) Telephone and Data.

(i) As a part of Landlord’s Work Landlord shall construct, and thereafter Landlord shall operate, maintain, repair and replace, a telecommunications infrastructure (“ Landlord’s Telecommunication Infrastructure ”) consisting of:

(1)

two (2) rooms in the basement level of the Building (each a “ Building NetPOP Room ”) as shown on the Schematic Design Drawings,

(2)

not fewer than two (2) 4-inch conduits, not fewer than one (1) of which runs from the boundary line of the Land into each Building NetPOP Room,

(3)

two (2) vertical pathways for conduits, one from each of the Building NetPOP Rooms to the top floor of the Building (each a “ Building Telecommunications Wiring Room ”) as shown on the Existing Drawings, and

(4)

one (1) room on an upper level of the Building as Landlord shall designate for satellite communications equipment (the “ Building SatPOP Room ”).

(ii) Tenant shall be permitted to use up to Tenant’s Pro Rata Share of the cross sectional area of the Building Telecommunications Wiring Rooms and the Building SatPOP Room for the installation of such conduits (including pullboxes) as Tenant shall require (a) from the Building NetPOP Rooms and the Building SatPOP Room to any floors or floors of the Premises, or (b) among floors of the Premises. The installation, maintenance, repair and replacement of any such conduits in the Building Communications Wiring Rooms shall be performed by contractors selected by Tenant and approved in advance by Landlord, such approval not to be unreasonably withheld, and, at Landlord’s election, under the supervision of Landlord’s riser manager.

(iii) Tenant shall be permitted to obtain telecommunications service (voice and/or data) from such providers as it elects from time to time. If Tenant shall so request, Landlord shall permit any such providers to install facilities in the Building NetPOP Rooms, subject to availability. Landlord shall not limit the number of, or impose any charge or other requirements on, such providers.

(G) Building Security. Landlord shall provide security services as provided in Exhibit S hereto.

(H) Efficient First-Class Operation. Landlord shall use commercially reasonable efforts to operate or cause to be operated, the Property in a first-class and efficient manner and Landlord shall provide or cause to be provided management and services of a quality consistent in all material respects with the standards from time to time applicable to the operation of comparable office buildings in the downtown Chicago area (“ First Class Standards ”). Landlord’s obligations under this Paragraph 6(H) are in addition to Landlord’s obligations under all other provisions of this Lease; if in any case a higher or specific standard is prescribed by this Lease, such higher or specific standard shall prevail; if in any case a higher or specific standard is prescribed by this Lease, such higher or specific standard shall prevail.

(I) Property Management Company. Landlord shall hire a property management firm to manage and operate the Property that is either affiliated with Landlord or is experienced in the third-party management and operation of similar office buildings.

(J) Building Directory. Landlord will list the name of Tenant, and, at Tenant’s specific written request, Tenant’s specific departments in the Premises, its principals and executives who are working in the Building (and the name(s) of any sub-tenant(s) and their respective departments, principals and executives), on the Building directory and in any computer or other directory serving the Building at no cost to Tenant (subject to inclusion in Operating Expenses). Landlord shall make such subsequent additions, deletions and changes as Tenant requests in and to the initial listing after the Commencement Date on a monthly basis without charge (other than as included in Operating Expenses). If the Building’s system at any time provides the capability for tenants to modify their own listings, Landlord shall permit Tenant to have such access to such system without charge to modify its listings. Landlord shall maintain such directories and keep computer directories operational at all times during the Term and the cost thereof shall be included in Operating Expenses pursuant to Article 3 above.

(K) Use of Fire Stairs. So long as permitted by applicable Laws, including building and fire codes and requirements, Tenant, at its sole cost and expense at all times during the Term of this Lease (i) may use the fire exit stairways for travel between and among contiguous floors of the Building on which the Premises are located (but in no event shall Tenant be allowed to use such stairways for travel to or through a floor no part of which is included in the Premises except in emergency situations), and (ii) with Landlord’s prior approval (such approval not to be unreasonably withheld), may upgrade Building standard improvements therein in accordance with the terms of Article 8 hereof (including installation of a card reader or other system exclusively for Tenant’s use, as well as installation of drywall, carpeting, paint of Tenant’s choice, and light fixtures in accordance with all applicable codes). Tenant expressly acknowledges and agrees that Landlord shall have no obligation to provide security services in the areas of the fire exit stairways and Landlord shall not be liable for loss or damage to person or property sustained by Tenant or any other person due to the use thereof. If Tenant uses such fire exit stairways pursuant to this Paragraph 6(K), Tenant shall cause the insurance it is required to maintain pursuant to Paragraph 11(B) below to cover any such use by Tenant and Tenant’s employees, agents, contractors and invitees.

(L) Access to Alley. Landlord shall use commercially reasonable efforts (including, without limitation, seeking the cooperation of the owner of the building located at One South Wacker, securing “no-parking” signs from the City of Chicago, and paying any fees charged by the City of Chicago for such signs) to: (i) prevent vehicles from parking or stopping in the alley adjacent to the Building’s loading dock in a manner that would interfere with access thereto and (ii) cause the City of Chicago to maintain the alley as a “no parking” zone and enforce such “no parking” restrictions.

(M) Other Tenants. Landlord covenants that is has not, and that it shall not, grant to any Building tenant or other person any rights in, to or with respect to the Building Services (i) which would prevent Landlord from performing its obligations pursuant to this Article 6, or (ii) to hire or fire, or approve the hiring or firing of, any contractor engaged in the operation or maintenance of the Building or any employee thereof, except that this clause (ii) shall not be deemed to prevent Landlord from granting (a) to any other Participant the same rights as Tenant has under Exhibit S with respect to the Building’s director of security, or (b) to any other tenant in the Building the same rights with respect to its premises as Tenant has under Paragraph 18(B) with respect to the Premises.

(N) Exhibit H . As used herein the term “ Exhibit H ” shall refer to both Exhibit H-1 and Exhibit H-2; provided, however, that in the event of any conflict or inconsistency between Exhibit H-1 and Exhibit H-2, the latter shall prevail over the former.

ARTICLE 7.

Shared Facilities

(A) Definitions .

(i) The term “ A Participant Lease ” shall mean the lease last designated by Landlord pursuant to Paragraph 7(B)(i)(1). The term “ 2002 A Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and Mayer Brown Rowe & Maw, as amended or extended from time to time.

(ii) The term “ Initial A Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and Mayer Brown Rowe & Maw, as amended or extended from time to time.

(iii) The term “ B Participant Lease ” shall mean the lease last designated by Landlord pursuant to Paragraph 7(B)(i)(2). The term “ 2002 B Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and The Goldman Sachs Group, Inc., as amended or extended from time to time.

(iv) The term “ Initial B Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and The Goldman Sachs Group, Inc., as amended or extended from time to time.

(v) The term “ Participant ” shall mean

(1)

the tenant under this Lease, unless either

(a)

this Lease shall have been assigned (other than pursuant to a Successor/Related Party Transaction) and the assignee shall have been rejected by any Participant under Paragraph 7(B)(ii)(1) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under this Lease shall cease to be a Participant), or

(b)

more than 75% of the Premises shall have been subleased to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction) and such person (or any of such persons) shall have been rejected pursuant to Section 7(B)(iii)(1) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under this Lease shall cease to be a Participant;

(2)

so long as an A Participant Lease is in effect, the tenant thereunder unless either

(a)

the A Participant Lease shall have been assigned (other than in a Successor/Related Party Transaction) and the assignee shall have been rejected by any Participant under Paragraph 7(B)(ii)(2) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under the A Participant Lease shall cease to be a Participant);

(b)

more than 75% of the premises demised by the A Participant Lease shall have been subleased to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction) and such person (or any of such persons) shall have been rejected pursuant to Section 7(B)(iii)(2) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under the A Participant Lease shall cease to be a Participant); and

(3)

so long as a B Participant Lease is in effect, the tenant thereunder unless either

(a)

the B Participant Lease shall have been assigned (other than in a Successor/Related Party Transaction) and the assignee shall have been rejected by any Participant under Paragraph 7(B)(ii)(3) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under the B Participant Lease shall cease to be a Participant);

(b)

more than 75% of the premises demised by the B Participant Lease shall have been subleased to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction) and such person (or any of such persons) shall have been rejected pursuant to Section 7(B)(iii)(3) (rejection by one constituting rejection, even if no other rejects), in which case the tenant under the B Participant Lease shall cease to be a Participant);

it being understood and agreed that at all times there shall be no more than three Participants.

(vi) The term “ Permittees ” shall mean with respect to any Participant

(1)

such Participant; and

(2)

the subtenant under any sublease

(a)

made pursuant to a Successor/Related Party Transaction; or

(b)

demising at least one full floor of the Building and not more than 75% of the premises covered by the lease to such Participant, but only provided that (x) all or substantially all of the premises in the Building occupied by the subtenant are within the premises covered by the lease to such Participant and/or the premises covered by any lease to any other Participant, and (y) at the time of the making of such sublease, if such Participant is an Affiliate of the Landlord then such Participant must be in occupancy of at least 25% of the premises demised to it, or

(c)

demising more than 75% of the premises covered by the lease to such Participant (unless the subtenant under such sublease shall have been rejected pursuant to Paragraph 7(B)(iii));

(a “ Subtenant Permittee ”) provided, however, that

(d)

no Subtenant Permittee shall cease to be a Subtenant Permittee by virtue of the tenant under which it claims ceasing to be a Participant pursuant to Paragraph 7(A)(v);

(e)

no law firm or other commercial enterprise which derives a material portion of its revenues from its operations at the Building from fees earned on account of legal services rendered by it to third-parties (a “ Law Business ”) shall be a Subtenant Permittee under clause (ii) above unless either (x) the A Participant in its sole and absolute discretion shall have approved such subtenant, (y) the A Participant is no longer a Law Business, or (z) the 2002 A Lease is no longer in effect;

(f)

no company whose primary business is banking, investment banking or securities brokerage shall be a Subtenant Permittee under clause (ii) above unless either (x) the B Participant in its sole and absolute discretion shall have approved such subtenant, (y) the B Participant is no longer a company whose primary business is banking, investment banking or securities brokerage in the hospitality industry, or (z) the 2002 B Lease is no longer in effect; and

(g)

no company whose primary business is in the hospitality industry shall be a Subtenant Permittee under clause (ii) above unless either (x) the tenant under this Lease in its sole and absolute discretion shall have approved such subtenant, (y) the tenant under this Lease is no longer a company whose primary business is in the hospitality industry, or (z) this Lease is no longer in effect.

(vii) The term “ Qualified Participant Lease ” shall mean a lease containing provisions pertaining to the Shared Facilities (“ Shared Facilities Provisions ”) that are the same as the provisions of this Lease pertaining to the Shared Facilities, except that:

(1)

in the 2002 A Lease, the provision corresponding to Paragraph 7(B)(iv) hereof shall read “Tenant shall have the absolute right to reject any person which is a Law Business.” and, in any other A Participant Lease, there shall be no provision corresponding to Paragraph 7(B)(iv) thereto and all references thereto shall be omitted;

(2)

in the 2002 B Lease, the provision corresponding to Paragraph 7(B)(iv) hereof shall read “Tenant shall have the absolute right to reject any person whose primary business is banking, investment banking and securities brokerage.” and, in any other B Participant Lease, there shall be no provision corresponding to Paragraph 7(B)(iv) hereof and all references thereto shall be omitted;

(3)

in any A Participant Lease:

(a)

The terms “Initial C Lease”, “2002 C Lease” and “C Participant Lease” shall be substituted for “Initial A Lease”, “2002 A Lease” and “A Participant Lease”.

(b)

The provision corresponding to Paragraph 7(A)(i) hereof shall read:

The term “ C Participant Lease ” shall mean the lease last designated by Landlord pursuant to Paragraph 7(B)(i)(1). The term “ 2002 C Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and HG Group, Inc., as amended or extended from time to time.

(c)

The provision corresponding to Paragraph 7(A)(ii) hereof shall refer to this Lease as amended or extended from time to time.

(d)

The provision corresponding to Paragraph 7(A)(iv) hereof shall refer to the B Participant Lease then in effect, as amended or extended from time to time.

(4)

in the 2002 A Lease, the provision corresponding to Paragraph 7(A)(vi)(b)(v) hereof shall read “no law firm or other commercial enterprise which derives a material portion of its revenues from its operations at the Building from fees earned on account of legal services rendered by it to third-parties (a “ Law Business ”) shall be a Subtenant Permittee under clause (ii) above unless either (a) the tenant under this Lease in its sole and absolute discretion shall have approved such subtenant, (b) the tenant under this Lease is no longer a Law Business, or (c) this Lease is no longer in effect.” and, in any other A Participant Lease, there shall be no provision corresponding to Paragraph 7(A)(vi)(b)(v) hereof;

(5)

in any A Participant Lease, the paragraph corresponding to Paragraph 7(A)(vi)(b)(vii) hereof shall read “no company whose primary business is in the hospitality industry shall be a Subtenant Permittee under clause (ii) above unless either (a) the C Participant in its sole and absolute discretion shall have approved such subtenant, (b) the C Participant is no longer a company whose primary business is in the hospitality industry, or (c) the 2002 C Lease is no longer in effect.”

(6)

in any B Participant Lease,

(a)

The terms “Initial C Lease”, “2002 C Lease” and “C Participant Lease” shall be substituted for “Initial B Lease”, “2002 B Lease” and “B Participant Lease”

(b)

The provision corresponding to Paragraph 7(A)(iii) hereof shall read:

The term “ C Participant Lease ” shall mean the lease last designated by Landlord pursuant to Paragraph 7(B)(i)(2). The term “ 2002 C Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and HG Group, Inc., as amended or extended from time to time.

(c)

The provision corresponding to Paragraph 7(A)(iv) hereof shall refer to this Lease as amended or extended from time to time.

(d)

The provision corresponding to Paragraph 7(A)(ii) hereof shall refer to the A Participant Lease then in effect, as amended or extended from time to time.

(7)

in the 2002 B Lease, the provision corresponding to Paragraph 7(A)(vi)(b)(vi) hereof shall read “no company whose primary business is banking, investment banking or securities brokerage shall be a Subtenant Permittee under clause (ii) above unless either (a) the tenant under this Lease in its sole and absolute discretion shall have approved such subtenant, (b) the tenant under this Lease is no longer a company whose primary business is banking, investment banking or securities brokerage, or (c) this Lease is no longer in effect.” and, in any other B Participant Lease, there shall be no provision corresponding to Paragraph 7(A)(vi)(b)(vi) hereof;

(8)

in any B Participant Lease, the provision corresponding to Paragraph 7(A)(vi)(b)(vii) hereof shall read “no company whose primary business is in the hospitality industry shall be a Subtenant Permittee under clause (ii) above unless either (a) the C Participant in its sole and absolute discretion shall have approved such subtenant, (b) the C Participant is no longer a company whose primary business is in the hospitality industry, or (c) the 2002 C Lease is no longer in effect.”;

(9)

the provisions of this Section 7(A)(vii) shall reflect the correlative changes; and

(10)

any Qualified Participant Lease may provide that Landlord shall have the right to nullify or modify any or all of such provisions at any time (subject to such restrictions as shall therein be provided).

Landlord hereby agrees with Tenant that, Landlord shall not nullify or modify any or all of the Shared Facilities Provisions of any A Participant Lease or any B Participant Lease, so long as this Lease is in effect; provided, however, Landlord shall be entitled (x) to exercise any right or remedy available to it under the A Participant Lease or the B Participant Lease in the event of a breach by either of the tenants thereunder, and (y) to accept the surrender of either such lease. The purpose of the foregoing definition is to provide that each Participant Lease bears to the others the same relationship as this Lease bears to the A Participant Lease and the B Participant Lease except that the provision referring to specific industries or business shall only benefit the holders of the Participant Leases entered into in 2002.

(viii) The term “ Fitness Center Space ” shall mean the portion of the 2nd floor of the Building shown on Exhibit C-4 , consisting of approximately 11,506 square feet of Rentable Area.

(ix) The term “ Fitness Center ” shall mean the fitness center constructed, furnished and equipped by Landlord in the Fitness Center Space pursuant to this Lease and the Shared Facilities Workletter, including all equipment and facilities from time to time located therein.

(x) The term “ SFC Membership Limit ” shall mean 810; provided, however, that from time to time the SFC Membership Limit may be changed to any number equal to or greater than 810 by Majority Instrument or to any number less than 810 by Unanimous Instrument.

(xi) The term “ Cafeteria Space ” shall mean the portion of the 2nd floor of the Building shown on Exhibit C-5 , consisting of approximately 14,470 square feet of Rentable Area.

(xii) The term “ Cafeteria ” shall mean the cafeteria, kitchen, seating areas and related facilities constructed by Landlord in the Cafeteria Space pursuant to this Lease and the Shared Facilities Workletter, including all equipment and facilities from time to time located therein.

(xiii) The term “ Majority Instrument ” shall mean a written instrument executed by two then Participants; provided, however, that if there shall be only one Participant then the term “ Majority Instrument ” shall mean a written instrument executed by such Participant. Any Majority Instrument may be revoked, superseded or modified by a subsequent Majority Instrument or a subsequent Unanimous Instrument.

(xiv) The term “ Unanimous Instrument ” shall mean a written instrument executed by all then Tenant Participants; provided, however, that if there shall be only one Participant then the term “ Unanimous Instrument ” shall mean a written instrument executed by such Participant. Any Unanimous Instrument may be revoked, superseded or modified by a subsequent Unanimous Instrument.

(xv) The term “ Circulation Area ” shall mean the portion of the ground floor lobby level of the Building and the area comprising the vertical transportation serving the mezzanine floor of the Building, as shown on Exhibit C-6 , consisting of approximately 2,649 square feet of Rentable Area.

(xvi) The term “ Shared Facilities Workletter ” shall mean that certain Shared Facilities Workletter Agreement dated of even date herewith attached hereto as Exhibit D-2 .

(xvii) The term “ subtenant ” shall include subleases of any level (e.g. undersublease, subundersublease).

(xviii) The term “ Successor/Related Party Transaction ” shall mean a transaction by a person with (i) a successor (by merger, consolidation, purchase of business or assets or any other type of business combination) to such person, (ii) another person which, at the effective or commencement date of such transaction, is an Affiliate of such person, (iii) another person which, at the effective or commencement date of such transaction, is acquiring all or a bona fide portion of the business being conducted in the Building by such person, or (iv) a service provider, client or customer of such person or an Affiliate of such person in actual occupancy of a portion of the Premises and not primarily for the purpose of using the Shared Facilities (provided however that (x) no assignment shall be made pursuant to this clause (iv) and (y) the aggregate Rentable Area subject to transactions under this clause (iv) at any time shall not exceed 10% of the premises in the Building of such person).

(B) Landlord Designation of Participants, Assignments, Major Subleases, etc.

(i) Designation of Participant Leases.

(1)

Landlord hereby represents that the Initial A Lease is a Qualified Participant Lease and hereby designates the Initial A Lease as the initial A Participant Lease. If (a) the A Participant Lease is terminated or under the provisions of the A Participant Lease corresponding to Paragraph 7(A)(v)(2) hereof the tenant under the A Participant Lease shall cease to be a Participant, and (b) Landlord desires to substitute as the A Participant Lease a lease to any other person then, whether or not the same is in effect, Landlord shall notify Tenant and any other then Participant. Such notice shall identify and briefly describe such person. Tenant or such other then Participant may, by notice to Landlord given within ten (10) Business Days of the receipt of such notice, reject such person (rejection by one constituting rejection, even if no other rejects); provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person. If such person is not timely rejected (rejection by one constituting rejection, even if no other rejects) then, subject to the next sentence, Landlord shall have the right, by notice to Tenant and any other then Participant given within 270 days of the lapse of such ten (10) Business Day period, to designate as the substitute A Participant Lease any lease to such person which is a Qualified Participant Lease, which demises at least 100,000 square feet of Rentable Area, and which is in effect at the time of such designation (and any such notice of designation shall constitute a representation by Landlord that such lease is a Qualified Participant Lease, demises at least 100,000 square feet of Rentable Area, and is then in effect). Any lease designated in or as provided in this Paragraph 7(B)(i)(1) as the A Participant Lease shall, as amended and extended from time to time, remain the A Participant Lease so long as it remains in effect, and, so long as such lease, as amended and extended from time to

time, remains in effect, Landlord shall not have the right to revoke such designation or designate a substitute A Participant Lease. After a lease has been designated in or as provided in this Paragraph 7(B)(i)(1) as the A Participant Lease, Landlord shall not thereafter amend the same in such a way that it ceases to be a Qualified Participant Lease.

(2)

Landlord hereby represents that the Initial B Lease is a Qualified Participant Lease and hereby designates the Initial B Lease as the initial B Participant Lease. If (a) the B Participant Lease is terminated or under the provisions of the B Participant Lease corresponding to Paragraph 7(A)(v)(3) hereof the tenant under the A Participant Lease shall cease to be a Participant, and (b) Landlord desires to substitute as the B Participant Lease a lease to any other person then, whether or not the same is in effect, Landlord shall notify Tenant and any other then Participant. Such notice shall identify and briefly describe such person. Tenant or such other then Participant may, by notice to Landlord given within ten (10) Business Days of the receipt of such notice, reject such person (rejection by one constituting rejection, even if no other rejects); provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person. If such person is not timely rejected (rejection by one constituting rejection, even if no other rejects) then, subject to the next sentence, Landlord shall have the right, by notice to Tenant and any other then Participant given within 270 days of the lapse of such ten (10) Business Day period, to designate as the substitute B Participant Lease any lease to such person which is a Qualified Participant Lease, which demises at least 100,000 square feet of Rentable Area, and which is in effect at the time of such designation (and any such notice of designation shall constitute a representation by Landlord that such lease is a Qualified Participant Lease, demises at least 100,000 square feet of Rentable Area, and is then in effect). Any lease designated in or as provided in this Paragraph 7(B)(i)(2) as the B Participant Lease shall, as amended and extended from time to time, remain the B Participant Lease so long as it remains in effect, and, so long as such lease, as amended and extended from time to time, remains in effect, Landlord shall not have the right to revoke such designation or designate a substitute B Participant Lease. After a lease has been designated in or as provided in this Paragraph 7(B)(i)(1) as the B Participant Lease, Landlord shall not thereafter amend the same in such a way that it ceases to be a Qualified Participant Lease.

(ii) Assignment of this Lease/Participant Lease.

(1)

If Tenant desires to assign (or has assigned) this Lease (other than pursuant to a Successor/Related Party Transaction) to any person then it shall notify Landlord. Such notice may be given as early as Tenant desires and shall be given no later than five (5) days after the effective date of such assignment. Such notice shall identify and briefly describe such person. Landlord shall, within five (5) Business Days of its receipt of such notice, forward the same to all other then Participants. If, within ten (10) Business Days of its receipt of such notice, any such other Participant shall reject such person (rejection by one constituting rejection, even if no other rejects), then (a) Landlord shall promptly notify Tenant of such rejection, and (b) the provisions of Paragraph 7(a)(v)(1)(a) shall be applicable.

(2)

If Landlord receives a notice from the tenant under the A Participant Lease that such tenant desires to assign (or has assigned) its lease (other than in a Successor/Related Party Transaction) to any person then (x) Landlord shall forward the same to Tenant within five (5) Business Days of its receipt, and (y) Tenant may, by notice to Landlord given within ten (10) Business Days of its receipt of such notice, reject such person; provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person.

(3)

If Landlord receives a notice from the tenant under the B Participant Lease that such tenant desires to assign (or has assigned) its lease (other than in a Successor/Related Party Transaction) to any person then (x) Landlord shall forward the same to Tenant within five (5) Business Days of its receipt, and (y) Tenant may, by notice to Landlord given within ten (10) Business Days of its receipt of such notice, reject such person; provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person.

(iii) Major Sublease.

(1)

If Tenant desires that more than 75% of the Premises be subleased (or more than 75% of the Premises are subleased) pursuant to a sublease to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction) it shall notify Landlord. Such notice may be given as early as Tenant desires and shall be given no later than five (5) days after the commencement date of such sublease. Such notice shall identify and briefly describe such person (or persons). Landlord shall, within five (5) Business Days of the receipt of such notice, forward the same to all other then Participants. If, within ten (10) Business Days of its receipt of such notice, any such other Participant shall reject such person (or persons) (rejecting by one constituting rejection, even if no other rejects) then (a) Landlord shall promptly notify Tenant of such rejection, and (b) the provisions of Paragraph 7(a)(v)(1)(b) shall be applicable.

(2)

If Landlord receives a notice from the tenant under the A Participant Lease that the tenant under the A Participant Lease desires that more than 75% of the premises demised by the A Participant Lease be subleased (or more than 75% of the premises demised by the A Participant Lease are subleased) pursuant to a sublease to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction), then (x) Landlord shall forward the same to Tenant within five (5) Business Days of its receipt, and (y) Tenant may, by notice to Landlord given within ten (10) Business Days of the receipt of such notice, reject such person or persons (rejection by one constituting rejection, even if no other rejects); provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person (or persons).

(3)

If Landlord receives a notice from the tenant under the B Participant Lease that the tenant under the B Participant Lease desires that more than 75% of the premises demised by the B Participant Lease be subleased (or more than 75% of the premises demised by the B Participant Lease are subleased) pursuant to a sublease to a single person or group of Affiliated persons (other than pursuant to a Successor/Related Party Transaction), then (x) Landlord shall forward the same to Tenant within five (5) Business Days of its receipt, and (y) Tenant may, by notice to Landlord given within ten (10) Business Days of the receipt of such notice, reject such person or persons (rejection by one constituting rejection, even if no other rejects); provided, however, that, subject to Paragraph 7(B)(iv), Tenant agrees not to unreasonably reject any person (or persons).

(iv) Tenant shall have the absolute right to reject any person whose primary business is in the hospitality or hotel management industry.

(i) The term “ SFC Share ” is defined as follows (subject to Paragraph 7(C)(iii)):

(1)

During any period during which there are three Participants, the SFC Share shall be one-third, subject to further adjustment pursuant to this Paragraph 7(C).

(2)

During any period during which there are only two Participants, the SFC Share shall be one-half, subject to further adjustment pursuant to this Paragraph 7(C).

(3)

During any period during which there is only one Participant, the SFC Share shall be one, subject to further adjustment pursuant to this Paragraph 7(C).

(ii) The term “ SFR Share ” is defined as follows (subject to Paragraph 7(C)(iii)):

(1)

Except as otherwise herein provided, the SFR Share shall be one-third.

(2)

During any period during which (x) the tenant under this Lease is the only Participant or is one of only two Participants, and (y) one or more Rejected SF Leases shall be in effect or, as provided below, shall be deemed for purposes of Paragraph 7(C)(ii) to be in effect, the SFR shall be one-half.

(3)

During any period during which (x) the tenant under this Lease is the only Participant, and (y) two or more Rejected SF Leases shall be in effect or, as provided below, shall be deemed for purposes of Paragraph 7(C)(ii) to be in effect, the SFR shall be one.

As used herein the term “ Potential SF Lease ” shall mean a lease demising 100,000 square feet of Rentable Area for a term of five years or more. As used herein the term “ Rejected SF Lease ” shall mean a lease which is a Potential SF Lease executed by a person who (x) prior to the execution of such lease (or prior to the execution of an SF Amendment to such lease), shall have been rejected under Paragraph 7(B)(i), and (y) at the time of the execution of such lease (or such SF Amendment) was ready, willing and, but for such rejection, able to become a Participant. As used herein the term “ SF Amendment ” shall mean any amendment to a lease of premises in the Building if (a) giving effect to such amendment such lease is a Potential SF Lease, and (b) without giving effect to such amendment such lease is not a Potential SF Lease.

If (a) Landlord and any person shall enter into a letter of intent setting forth the material business terms of, and their intention to enter into, a Potential SF Lease or an SF Amendment, (b) thereafter Landlord requests that such person be approved under Paragraph 7(B)(i) and in such request notifies Tenant and any other Participant that such a letter of intent has been entered into, (c) at the time of such request, Landlord and such person are actively negotiating the definitive lease or amendment, (d) such person is rejected under Paragraph 7(B)(i), and (e) within three (3) Business Days after such rejection such person permanently ceases such negotiation, then for purposes of this Paragraph 7(C)(ii) only, a Rejected Lease to such person for the term set forth in such letter of intent shall be deemed to be in effect.

(iii) Notwithstanding the foregoing,

(1)

if, pursuant to Paragraph 7(A)(v)(i), the tenant under this Lease shall cease to be a Participant, the SFC Share and the SFR Share shall become zero, and the same shall not be subject to further adjustment; and

(2)

the tenant under this Lease shall have the right, at any time when it is the only Participant, to notify Landlord that the tenant under this Lease shall cease to be a Participant, in which case the tenant under this Lease shall cease to be a Participant and the SFC Share and the SFR Share shall become zero, and the same shall not be subject to further adjustment.

(D) Fitness Center.

(i) Landlord shall operate, maintain, repair and replace the Fitness Center in accordance with the following provisions of this Paragraph 7(D) and otherwise in a manner consistent with fitness centers in comparable office buildings in the downtown Chicago area;

(1)

Landlord shall retain and use a qualified, skilled and experienced operator to manage the Fitness Center. Landlord shall furnish Tenant with a copy of the contract between Landlord and its operator. Unless otherwise approved by Majority Instrument, such contract shall provide that it may be terminated by Landlord at any time, with or without cause, without fee or penalty, upon 90 days prior written notice and Landlord shall exercise such right whenever directed by Majority Instrument.

(2)

Landlord shall meet, and shall cause its operator to meet, with Tenant’s designated representative from time to time upon Tenant’s request, in order to discuss the operation, maintenance, repair and replacement of the Fitness Center. Tenant shall have the right, from time to time upon request, to review the operating records of the Fitness Center.

(3)

The Fitness Center shall be open during the hours of 5:30 a.m. to 8:30 p.m. on Business Days; provided, however, that (i) by Unanimous Instrument any or all of such hours may be eliminated, and (ii) by Majority Instrument additional hours may be added.

(4)

Except as provided by Unanimous Instrument, no portion of the Fitness Center shall be reserved to Tenant or to any other tenant of the Building (it being understood that members may have reserved lockers).

(5)

Except as provided by Unanimous Instrument, use of the Fitness Center shall be limited to members.

(6)

The number of memberships in effect (the “ Aggregate Memberships ”) at any time shall not exceed the then SFC Membership Limit.

(7)

Only the following persons shall be permitted to become members: employees of

(a)

any Participant or its Permittees (such employees being herein called “ P Employees ” of such Participant (even if actually employed by a Permittee)); and

(b)

any other Building tenant or subtenant designated by Unanimous Instrument (such employees being herein called “ Q Employees ”).

(8)

Memberships in the Fitness Center shall be allocated according to such reasonable procedures not discriminating among the Participants as shall be adopted by Landlord; provided, however, that, except as otherwise provided by Unanimous Instrument:

(a)

each Participant shall be entitled for its P Employees to its SFC Share of the SFC Membership Limit (as used herein the term “ Underallocated Participant ” shall mean, at any time, any Participant then taking for its P Employees less than (or equal to) one-third of the SFC Membership Limit and the term “ Overallocated Participant ” shall mean, at any time, any Participant that is not then an Underallocated Participant);

(b)

if a Participant shall in writing request additional memberships for its P Employees then such P Employees shall be placed on a membership waiting list maintained by Landlord;

(c)

whenever any membership waiting list shall exist, memberships becoming available shall be offered:

first , to Underallocated Participants (according to the level of underallocation, if two) for P Employees; and

then , to Overallocated Participants (inverse to the level of overallocation, if two) for P Employees; before being offered to any Q Employee;

(d)

the membership of any Q Employee shall not be transferable, and if any Q Employee is no longer eligible for membership, the membership of such Q Employee shall be subjected to clause (c) above; and

(e)

if at any time an P Employee of any Overallocated Participant shall no longer be eligible for membership, the membership of such P Employee shall be subjected to clause (c) above;

(f)

the membership of any P Employee of an Underallocated Participant shall be transferable to any other P Employee eligible for membership (without being subjected to clause (c) above), but if any such membership is not so transferred within ten (10) days of such membership expiration (including by reason of such P Employee ceasing to be eligible for membership), the same shall be subject to clause (c) above;

(9)

Except as otherwise provided by Unanimous Instrument,

(a)

the charges to members shall be limited to (i) memberships fees, and (ii) sundry charges or charges for special services;

(b)

the membership fees, sundry charges and charges for special services charged to members shall be approved or established from time to time by Majority Instrument, it being the goal of the Participants that such fees and charges cover, at a minimum, the Shared Facilities Costs attributable to the operations of the Fitness Center; and

(c)

each Participant shall have the right, at its expense, to subsidize some or all of the P Employees of such Participant by paying a portion of their fees and charges so long as the aggregate amount collected for each item shall equal the price established therefor.

(10)

Use of the Fitness Center shall be subject to such rules and regulations consistent with the provisions of this Lease as Landlord from time to time may reasonably promulgate on a uniform basis.

(11)

The Fitness Center shall not be closed or relocated and the size of the Fitness Center shall not be reduced without approval by Unanimous Instrument.

(ii) Landlord covenants that (x) it has not, and that it shall not, grant to any Building tenant or other person any rights in, to or with respect to the Fitness Center which would prevent Landlord from performing its obligations pursuant to this Paragraph 7(D), and (y) each Participant has, and shall throughout the Term shall have, the same rights and obligations (and only the same rights and obligations) relative to the Fitness Center (including obligations for payment) under its Lease or otherwise as Tenant has under this Lease or otherwise (subject to Paragraph 7(A)(vii)).

(iii) Except to the extent that its doing so would be inconsistent with the foregoing provisions of this Paragraph 7(D), Landlord shall operate, maintain, repair and replace the Fitness Center in accordance with such directions, including but not limited to any directions pertaining to the selection of the operator of the Fitness Center, the contract between Landlord and such operator, and its termination and any directions pertaining to rules and regulations, as, in either case, may be given from time to time by Majority Instrument.

(iv) Notwithstanding anything to the contrary contained in this Lease, Landlord’s obligation to operate, maintain, repair and replace the Fitness Center is excused to the extent and for as long as Tenant is not paying (a) Tenant’s Participant Share of Net Shared Facilities Costs in respect of the Fitness Center and (b) the additional rent required pursuant to Paragraph (3)(G)(i) above.

(E) Cafeteria.

(i) Landlord shall operate, maintain, repair and replace the Cafeteria in accordance with the following provisions of this Paragraph 7(E) and otherwise in a manner consistent with corporate cafeterias in comparable office buildings in the downtown Chicago area.

(1)

Landlord shall retain and use to manage the Cafeteria a qualified, skilled and experienced operator. Landlord shall furnish Tenant with a copy of the contract between Landlord and its operator. Unless otherwise approved by Majority Instrument, such contract shall provide that it may be terminated by Landlord at any time, with or without cause, without fee or penalty, upon 90 days prior written notice and Landlord shall exercise such right whenever directed by Majority Instrument.

(2)

Landlord shall meet, and shall cause its operator to meet, with Tenant’s designated representative from time to time upon request in order to discuss the operation, maintenance, repair and replacement of the Cafeteria. Tenant shall have the right, from time to time upon request, to review the operating records of the Cafeteria.

(3)

Subject to Paragraph 7(E)(i)(7) below, the Cafeteria shall be open during the hours of 6:30 a.m. to 10:00 a.m. and 11:00 a.m. to 2:30 p.m. on Business Days; provided, however, that (i) by Unanimous Instrument any or all of such hours may be eliminated, and (ii) by Majority Instrument additional hours may be added.

(4)

The Cafeteria shall serve breakfast and lunch; provided, however, that by Unanimous Instrument one or more of such meals may be eliminated or dinner may be added.

(5)

No portion of the seating area shall be reserved to Tenant or to any other tenant or person, except that by Unanimous Instrument one or more portions of the seating area may be reserved to Tenant or to any other tenant or person.

(6)

Use of the Cafeteria shall be limited to employees and guests accompanying employees of

(a)

the Participants or their Permittees (such employees and guests being herein called “ P Users ” of such Participant (even if actually employed by a Permittee, or actually a guest of, a Permittee)); and

(b)

any other Building tenant or subtenant designated by Unanimous Instrument (such employees and guests being herein called “ Q Users ”).

(7)

Except as otherwise provided by Unanimous Instrument, a portion of the Cafeteria Space shall be utilized for a vending and seating area which will be open at all times.

(8)

Except as otherwise provided by Unanimous Instrument,

(a)

the purchase prices of food and beverages shall be approved or established from time to time by Majority Instrument, it being the goal of the Participants that the prices cover, at a minimum, the Shared Facilities Costs attributable to the operations of the Cafeteria; and

(b)

each Participant shall have the right, at its expense, to subsidize some or all of its P Users by paying a portion of their purchases so long as the aggregate amount collected for each item shall equal the price established therefor.

(9)

Use of the Cafeteria shall be subject to such rules and regulations consistent with the provisions of this Lease as Landlord from time to time may reasonably promulgate on a uniform basis.

(10)

The Cafeteria shall not be closed or relocated and the size of the Cafeteria shall not be reduced without approval by Unanimous Instrument.

(11)

Except as may otherwise be provided by Unanimous Instrument, Landlord, using the Cafeteria kitchen, shall also offer catering service to the Participants and their Permittees and, subject to approval by Majority Instrument, to all but not less than all other tenants or occupants of premises in the Building. The rates charged for such service shall be established from time to time by Majority Instrument, it being the goal of the Participants that such rates be established so as to cover the marginal cost of such service (i.e. the cost which would be avoided if no catering service were provided).

(12)

Except as may be provided by Unanimous Instrument, Landlord shall permit the Participants and their Permittees and, subject to approval by Unanimous Instrument, any other tenant or occupant of premises in the Building, to reserve all or portions of the Cafeteria on an occasional basis for special events outside of the Cafeteria’s hours of operation from time to time established as herein provided. Landlord shall accept such reservations on a first come, first served basis. Except as provided by Unanimous Instrument, the rates charged for such usage shall be established or approved by Majority Instrument.

(ii) Landlord covenants that (x) it has not, and that it shall not, grant to any Building tenant or other person any rights in, to or with respect to the Cafeteria which would prevent Landlord from performing its obligations pursuant to this Paragraph 7(E) and (y) each Participant has, and shall throughout the Term shall have, the same rights and obligations (and only the same rights and obligations) relative to the Cafeteria (including obligations for payment) under its lease or otherwise as Tenant has under this Lease or otherwise (subject to Paragraph 7(A)(vii)).

(iii) Except to the extent that its doing so would be inconsistent with the foregoing provisions of this Paragraph 7(E), Landlord shall operate, maintain, repair and replace the Cafeteria in accordance with such directions, including but not limited to any directions pertaining to the contract between Landlord and any operator of the Cafeteria, and its termination and any directions pertaining to rules and regulations, as, in either case, may be given from time to time by Majority Instrument.

Notwithstanding anything to the contrary contained in this Lease, Landlord’s obligation to operate, maintain, repair and replace the Cafeteria is excused to the extent and for as long as Tenant is not paying (a) Tenant’s SFC Share of Net Shared Facilities Costs in respect of the Cafeteria and (b) the additional rent required pursuant to Paragraph 3(G)(ii) above.

ARTICLE 8.

Alterations and Liens

(A) Permitted Alterations. Except to the extent expressly provided otherwise in this Lease, other than the initial construction and completion of the Tenant Work (which is governed by the Workletter), Tenant shall make no additions, changes, alterations or improvements (the “ Alteration Work ”) in and to the Premises or the Building systems and equipment pertaining to the Premises without the prior written consent of Landlord, which will not be unreasonably withheld; provided, however

(i) Landlord may withhold consent in its discretion to

(1)

any alterations in or additions to basic Building systems which would materially adversely affect the operation of the Building or its mechanical, electrical, plumbing, HVAC, life safety or other basic Building systems;

(2)

any work that would adversely affect Landlord’s ability to perform its obligations or provide services to Tenant or other tenants or materially increase the costs thereof;

(3)

any work which would require entry into another tenant’s premises (unless the affected tenant has granted approval for entry or under the applicable lease Landlord has the right to make such entry without such tenant’s approval); or

(4)

any work in the Premises or Building visible from outside the Building or from the Common Areas on a multi-tenant floor, which would materially detract from the aesthetic integrity of the Building or its design.

(ii) Tenant shall not be required to obtain Landlord’s consent (provided Tenant provides Landlord with prior written notice thereof) to

(1)

install conduit, cabling and wiring within the Premises or any shaft that runs only among contiguous floors of the Premises,

(2)

carpet and decorate, and

(3)

if and as permitted by Law, install

(a)

an alarm and public address system (provided such public address system does not create excessive noise affecting other tenants) in such portion of the fire exit stairways as run between the floors comprising the Premises, and/or

(b)

a door or other device barring access to such floors from upper and lower floors except in an emergency, or

(4)

Alteration Work whose cost is not reasonably expected to exceed $100,000 (provided such Alteration Work is not of a type for which Landlord may withhold its consent pursuant to Paragraph 8(A)(i) above).

The term Alteration Work shall not include the initial improvements to the Original Premises which are described in the Workletter.

(B) Landlord Requirements. As a condition to Tenant’s performing any Alteration Work, Landlord may impose reasonable requirements (generally applicable throughout the Building to all tenants), including, to the extent reasonable in the circumstances, the following:

(i) the submission of plans and specifications for Landlord’s prior written approval which shall not unreasonably be withheld, except (a) that no such plans and specifications shall be required for Alteration Work pursuant to clause (1) or (2) of Paragraph 8(A)(ii), and (b) such approval shall not be required for Alteration Work pursuant to clause (4) of Paragraph 8(A)(ii),

(ii) obtaining necessary permits,

(iii) obtaining insurance (including from contractors and subcontractors) as provided in the Workletter and providing insurance certificates which name Landlord and such other parties as are identified by Landlord as additional insureds thereunder,

(iv) Landlord’s prior approval of contractors and subcontractors (which approval shall not be unreasonably withheld),

(v) prior receipt of copies of all contracts and subcontracts,

(vi) receipt of sworn statements and lien waivers as work is completed,

(vii) use of union labor (if Landlord uses union labor),

(viii) receipt of affidavits from engineers approved by Landlord, which approval shall not be unreasonably withheld, stating that the Alteration Work will not adversely affect the Building’s structure, or the electrical system of the Building inward of the disconnect switches serving the Premises, or any other system of the Building inward of the point of connection between the Base Building Work and improvements made by Tenant,

(ix) bonds,

(x) construction escrow payouts,

(xi) reasonable requirements as to the manner and times in which such Alteration Work shall be conducted, and

(xii) submission of “as built” drawings for all such Alteration Work.

Notwithstanding the foregoing, (a) so long as this Lease has not been assigned (other than under Paragraph 21(C)), Landlord shall not require (1) receipt of copies of contracts or subcontracts, (2) receipt of sworn statements or lien waivers, (3) posting of any bonds, or (4) the establishment of any construction escrow (but Tenant shall furnish such indemnities against mechanic’s or materialmen’s liens as Landlord’s Mortgagee may require), or (b) Landlord shall not require the payment of any supervisory, administrative or other fee not provided for in this Lease, and (c) Landlord shall not impose any removal or restoration requirement other than as set forth in Paragraph 8(C).

Whenever in this Lease, Landlord has a right of approval over any architect, engineer, contractor, or subcontractor for any trade to be used by Tenant, Landlord shall not limit Tenant to one or a limited number of architects, engineers, contractors, or subcontractors for such trade.

All welding and all Alteration Work which is audible in office premises other than the Premises shall be done outside of Regular Business Hours. All alterations and additions shall comply with all insurance requirements applicable to the Building and with all ordinances, statutes, and regulations of all governmental bodies, departments, or agencies having jurisdiction over the Building. All Alteration Work shall be performed in a good and workmanlike manner and all materials used shall be of a high quality comparable to or better than those materials used in the Premises and Property. Alteration Work which requires Landlord’s consent shall be completed in accordance with plans and specifications approved by Landlord. Landlord shall have the right to observe the performance of any Alteration Work requiring its consent, provided that Tenant shall not be required to defer Alteration Work if Landlord does not have an observer available.

Tenant shall pay only for any of Landlord’s actual and reasonable out-of-pocket costs and expenses paid to third parties (i) in connection with any review of plans and specifications for, or inspection of, Alteration Work which requires expertise beyond Landlord’s and its managing agent’s internal capabilities and (ii) for Landlord’s observation of such Alteration Work outside of the Premises or any affecting basic Building systems.

If Landlord consents or observes, the same shall not be deemed a warranty as to the adequacy of the design, workmanship or quality of materials, and Landlord hereby expressly disclaims any responsibility or liability for the same.

If Landlord fails, within ten (10) Business Days of its receipt of Tenant’s request for consent to or approval of any Alteration Work, plans, specifications, contractors or subcontractors, or any other submission made pursuant to this Article 8 that requires Landlord’s consent or approval, to notify Tenant that Landlord withholds such consent or approval (including therewith a statement of its reasons therefor with reasonable specificity), Landlord shall be deemed to have approved and consented to the same.

Landlord shall under no circumstances have any obligation to repair, maintain or replace any portion of the Alteration Work.

Landlord shall reasonably cooperate, at Tenant’s expense, with Tenant’s efforts to obtain any necessary permits or licenses and shall execute any applications or other documents required by Law or any governmental agency to be executed by the building owner; provided, however, Tenant shall indemnify and hold harmless Landlord for any cost, expense or liability incurred or associated with such applications or other documents.

(i) As used herein the term “ Special Alteration ” shall mean any of the following performed pursuant to this Article 8 (i.e., not pursuant to the Workletter): (i) structural work (other than beam cuts, any floor opening less than 25 square inches in size, or any internal staircases, stairwells or elevators between floors on which portions of the Premises are located, which shall not constitute a Special Alteration), (ii) safes, (iii) decorative water features, (iv) special flooring (other than raised flooring which shall not constitute a Special Alteration), or (v) other unusual installations requiring extraordinary demolition costs for the removal thereof (including UPS systems, generators, fuel tanks which shall constitute Special Alterations but excluding fuel, electrical or telecommunications risers and conduits which shall not constitute Special Alterations).

(ii) If Landlord expressly states in writing in its consent to any Special Alteration that Landlord may require such Special Alteration to be removed upon expiration of the Term or earlier termination of this Lease or Tenant’s right to possession, Landlord shall be deemed to have reserved its rights to require such removal by Tenant in accordance with the terms of Article 13 hereof, but otherwise Landlord may not require such removal.

(D) Liens. Tenant shall keep the Property and Premises free from any mechanic’s, materialman’s or similar liens or other such encumbrances in connection with any Alteration Work on or respecting the Premises not performed by or at the request of Landlord, and shall indemnify and hold Landlord harmless from and against any claims, liabilities, judgments, or costs (including attorneys’ fees) arising out of such liens or encumbrances or in connection therewith. Within thirty (30) days after written notice from Landlord, Tenant shall remove any such lien or encumbrance by bond or otherwise, or provide a title insurance endorsement reasonably satisfactory to Landlord and its Mortgagees or Ground Lessors, and covering all costs of defense, in which case Tenant shall not be deemed to be in breach and shall have the right to contest in good faith or otherwise deal with such lien claims as Tenant deems best. If Tenant shall fail to do so, Landlord may, after delivery of notice to Tenant of Landlord’s intent so to act (and Tenant’s further failure to remove, bond over, or insure over such lien or encumbrance as aforesaid within five (5) days after receipt of such notice), bond over, insure over, or pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. In each case, the amount so paid shall be deemed additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to the Property or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Property or Premises arising in connection with any Alteration Work on or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate to Landlord’s title to the Property and Premises.

ARTICLE 9.

Maintenance and Repairs

(A) Tenant’s Repairs and Maintenance. Except for Landlord’s obligations under this Lease, Tenant shall maintain and keep in good and sanitary condition, working order and repair the Premises including any Tenant Work and Alteration Work installed therein by Tenant but not including the Base Building Work or any property installed therein by Landlord (“ Tenant’s Repairs ”) subject to ordinary wear and tear, casualty and condemnation (to which this Article 9 shall not apply). In the event that any Tenant’s Repairs are required, Tenant shall promptly arrange for the same either through Landlord (in which case Tenant shall reimburse Landlord for its actual out-of-pocket costs of performing the same) or, if Tenant so elects, using such other contractors as Tenant shall select, subject to Landlord’s approval not to be unreasonably withheld.

(B) Landlord’s Repairs and Maintenance. Landlord shall perform all maintenance and make all repairs and replacements (collectively referred to herein as “ Landlord Repairs ”) necessary to keep all the Base Building Work, in good and sanitary condition, in compliance with all Laws, and in working order and repair, consistent with comparable office buildings in downtown Chicago, Illinois at all times during the Term, subject to casualty and condemnation (to which this Article 9 shall not apply). No other promises of Landlord to alter, remodel, improve, repair, decorate or clean the Property or any part thereof have been made and no representation respecting the condition of the Property or any part thereof has been made to Tenant by or on behalf of the Landlord except to the extent expressly set forth in this Lease. Subject to Paragraph 6(C), Landlord shall cause Landlord’s Repairs to be performed with reasonable commercial diligence, and may, at its option, perform such Landlord Repairs during Regular Business Hours; provided, that (1) except in the case of emergency, if and to the extent that Tenant shall request, Landlord shall use commercially reasonable efforts (which shall include the payment of overtime wages) to perform outside of Regular Business Hours any Landlord Repairs in or the performance of which adversely affects the use of occupancy of the Premises, and (2) in the case of emergency or any condition the remediation of which is reasonably necessary for Tenant’s use or occupancy of the Premises or any portion thereof, Landlord shall cause Landlord’s Repairs to be performed continuously during and after Regular Business Hours (subject to Unavoidable Delays).

(i) Landlord fails to commence any Landlord Repairs of a condition which materially and adversely affects Tenant’s ability to conduct business in the Premises, and such failure continues for five (5) Business Days following Landlord’s receipt of written notice of such failure, or

(ii) Landlord fails diligently to prosecute any Landlord Repairs of a condition which materially and adversely affects Tenant’s ability to conduct business in the Premises and such failure continues for five (5) Business Days following Landlord’s receipt of written notice of such failure then Tenant, upon twenty-four (24) hours prior written notice (“ Tenant’s Self-Help

Notice ”) delivered to Landlord (with an additional copy to the Building Office), shall have the right to perform such portion of the Landlord Repairs as may be necessary to remedy the material adverse effect on the conduct of Tenant’s business in the Premises that such condition shall have caused (“ Tenant Self-Help ”). Tenant’s Self-Help Notice shall identify with specificity the nature of the Landlord Repairs to be undertaken by Tenant, the contractor to be engaged by Tenant to make such repairs, and shall include a copy of any cost or bid proposal submitted to Tenant by such contractor (which contractor shall be duly licensed in the City of Chicago and insured in accordance with the provisions of Article 8). If Landlord, at any time prior to the commencement of such Tenant Self-Help by Tenant or Tenant’s contractors, commences and diligently prosecutes the performance of such Landlord Repairs, Tenant shall have no right to perform such Landlord Repairs hereunder so long as Landlord is diligently prosecuting the same. Landlord shall reimburse the actual out-of-pocket reasonable costs of Tenant’s Self Help within thirty (30) days following Tenant’s delivery of: (a) a written notice describing in reasonable detail the actions taken by Tenant, and (b) reasonably satisfactory evidence of the cost of such remedy.

If Tenant undertakes any action pursuant to the preceding paragraph,

(iii) Tenant shall (1) proceed in accordance with all applicable Laws; (2) retain to effect such actions only such reputable contractors and suppliers as are duly licensed in the City of Chicago and insured in accordance with the provisions of Article 8; (3) effect such repairs in a good and workmanlike and commercially reasonable manner; (4) use new or like new materials; and (5) take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Property, and

(iv) Tenant shall reimburse Landlord for, and shall indemnify and hold harmless the Landlord Protected Parties against any claims arising from, any damage to person or property resulting from the exercise by Tenant of Tenant Self-Help. Tenant’s obligation to reimburse Landlord for costs incurred by Landlord for damage to property shall be limited to the amount by which such damages exceed the amount of any insurance proceeds which Landlord collected (or would have collected if Landlord (a) had maintained the insurance required by this Lease; (b) had timely filed a claim thereunder; or (c) had not been prevented from recovering on such claim by reason of the insurer being insolvent or otherwise financially unable to perform its obligations under the policy.).

ARTICLE 10.

Casualty Damage

(A) Casualty.

(i) If the Base Building Work shall be damaged by fire or other casualty, Landlord shall repair and restore the same (“ Landlord’s Restoration Work ”) with reasonable promptness to substantially the condition existing prior to the casualty, except for modifications required by zoning and building codes and other Laws then in effect, and except as otherwise provided in Paragraph 10(B) below. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof.

(ii) If, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within sixty (60) days after the occurrence of such damage, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days (assuming no delays in the receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete the repair and restoration of (i) the Base Building Work in or surrounding the Premises or on any floor on which any part of the Premises is located (ii) the Building systems and equipment which serve the Premises, (iii) the ground floor lobby and Pedestrian Entrances, and (iv) to the extent required to render the Premises tenantable, any other portion of the Base Building Work (“ Landlord’s Basic Restoration Work ”).

(a)

If the aforesaid estimate exceeds 420 days, then Tenant may elect to terminate this Lease by notifying Landlord in writing of such termination no later than the 30th day following Tenant’s receipt of such estimate from Landlord.

(b)

If the aforesaid estimate exceeds 90 days and such fire or casualty shall have occurred after the 365th day before the then Expiration Date, then either Landlord or Tenant may elect to terminate this Lease by notifying the other in writing of such termination no later than, (a) the 30th day following Tenant’s receipt of such estimate from Landlord if Tenant shall so terminate the Lease, and (b) the earlier of (i) the 30th day following Landlord’s delivery of said estimate to Tenant, or the 90th day after such fire or other casualty, if Landlord shall terminate this Lease.

(c)

If Landlord shall fail to cause the required architect’s estimate to be delivered timely and such failure continues for ten (10) Business Days after Tenant’s notice to Landlord of such failure, then, for all purposes of this Article 10, an architect’s estimate of longer than 420 days shall be deemed to have been delivered to Tenant upon the eleventh (11th) Business Day after Tenant’s notice as aforesaid, but Landlord shall not have the right to terminate this Lease on the basis of any estimate so deemed to have been delivered.

(iii) If as a result of any fire or other casualty the Base Building Work is damaged such that a material portion of the tenant premises in the Building shall be rendered Untenantable, irrespective of whether, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within 60 days after the occurrence of any such damage, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days (assuming no delays and in receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete and repair the restoration of the Base Building Work. If the aforesaid estimate exceeds 420 days, then, provided that as a result of such fire or other casualty leases covering not less than 50% of the Net Rentable Area of the Building then subject to lease (excluding the Premises) shall also be terminated, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination no later than the earlier of (a) the 45th day following Landlord’s delivery of said estimate to Tenant, and (b) the 105th day after such fire or other casualty;

(iv) Any termination notice delivered pursuant to this Paragraph 10(A) shall be effective on the date of its delivery, provided, however, that if any portion of the Premises remains tenantable then Tenant shall have the right, in such termination notice (if given by Tenant) or by notice given within thirty (30) days of its receipt of such termination notice (if given by Landlord), to set a different termination date with respect to the tenantable portion of the Premises no later than the 180th day following such notice.

(v) Landlord and Tenant each agree that the rights and remedies provided in this Article 10 shall be their sole rights and remedies on account of any damage caused by fire or other casualty, and, except as expressly provided in this Article 10, (a) each party waives any right to terminate this Lease on account thereof, (b) Tenant waives any right to an abatement of rent on account thereof, and (c) each party waives any right to recover damages from the other party on account of any such damage to the Premises or Property.

(B) Unless this Lease is terminated as provided in Paragraph 10(A), Landlord shall proceed with reasonable diligence and promptness, given the nature of the damage to be repaired, to effect Landlord’s Restoration Work, all subject to reasonable delays for insurance adjustments, zoning laws, building codes, and other Laws then in effect and Unavoidable Delays. Notwithstanding anything to the contrary herein set forth, neither Landlord nor (except as otherwise provided in this Paragraph 10(B)) Tenant shall have any duty pursuant to this Article 10 or otherwise to repair or restore any of the initial leasehold improvements effected by Tenant pursuant to the Workletter or any subsequent leasehold improvements effected pursuant to Article 8 or to Tenant’s equipment, furniture, furnishings, or personal property (as any of the same may have been altered prior to the occurrence of such casualty). If and to the extent that any damaged leasehold improvements must be removed in order for Landlord to prosecute Landlord’s Restoration Work or to eliminate any hazard or nuisance resulting from such damaged leasehold improvements, then, after Landlord gives Tenant access for that purpose, Tenant shall proceed with reasonable diligence, given the nature of the work, to remove such damaged leasehold improvements in accordance with applicable Laws, subject to reasonable delays for insurance adjustments and Unavoidable

Delays. If Tenant elects to restore leasehold improvements in any portion of the Premises, Tenant shall proceed with reasonable diligence, given the nature of the work, to effect such restoration in a good and workmanlike manner and in accordance with applicable Laws, subject to Unavoidable Delays; provided, however, that subject to the provisions of Article 8, Tenant shall be permitted to restore the Premises to a condition different from that existing prior to the fire or other casualty. If Tenant elects not to restore the leasehold improvements in any portion of the Premises, Tenant, no later than the expiration or sooner termination of this Lease, shall remove the damaged leasehold improvements from such portion of the Premises in accordance with applicable Laws. All of such work shall be done by Tenant at Tenant’s sole cost and expense subject to all the provisions of Article 8 hereof. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage carried by Landlord and Landlord acknowledges that Tenant shall be entitled to the full proceeds of all insurance coverage carried by Tenant.

(C) Notwithstanding any provision in this Lease to the contrary, Landlord shall not be liable for any loss of business, inconvenience or annoyance arising from any repair, restoration or rehabilitation of any portion of the Premises or the Building as a result of any damage from fire or other casualty.

(D) If any fire or casualty damage to the leasehold improvements in the Premises or to the Base Building Work renders all or any portion of the Premises Untenantable, then Net Rent and Rent under Article 3 shall abate with respect to the Untenantable space (it being understood that for purposes of this abatement all Fitness Center Rent and Cafeteria Rent shall be allocated across the entire Rentable Area of the Premises (excluding the Basement Premises)) during the period beginning with the date such space becomes Untenantable and Tenant is unable or ceases to use such space for the normal conduct of its business and ending when

(i) Landlord shall have completed Landlord’s Basic Restoration Work, and

(ii) there shall have elapsed a period of time (not to exceed 270 days) sufficient for Tenant, commencing after

(1)

Landlord shall have provided Tenant with access to the Premises for that purpose and completed Landlord’s Basic Restoration Work, and

(2)

Landlord shall have waived any right it may have to terminate the Lease pursuant to Paragraph 10(F) with respect to such fire or other casualty,

and proceeding with reasonable commercial diligence, to (a) complete the Tenant Work pursuant to the terms of the Workletter, if such casualty shall have occurred prior to the Rent Commencement Date, or (b) restore the leasehold improvements to the condition existing prior to the casualty, if such casualty shall have occurred on or subsequent to the Rent Commencement Date;

provided, however, that if Tenant shall sooner occupy or reoccupy such space or any portion thereof for the conduct of its business, then such abatement shall thereupon end with respect to such space or portion thereof. Such abatement shall be in an amount bearing the same ratio to the total amount of such Net Rent and Rent under Article 3 for such period as the portion of the Rentable Area of the Premises rendered Untenantable bears to the Rentable Area of the entire Premises. If this Lease terminates pursuant to this Article 10, Net Rent and Rent under Article 3 shall be apportioned on a per diem basis and be paid to the date of the fire or casualty with appropriate adjustment for the portion of the Premises that Tenant continues to occupy to conduct its business from the date of the fire or casualty until said termination.

(E) If Landlord does not complete Landlord’s Basic Restoration Work by the date which is the Outside Restoration Days Number of days after the date of the fire or other casualty (the “ Outside Restoration Date ”) then Tenant, provided the Premises or portion thereof affected by such fire or other casualty remain Untenantable, shall have the right to terminate the Lease by delivery of written notice of such election to Landlord within 10 days following the Outside Restoration Date. If Tenant timely elects to terminate this Lease pursuant to this Paragraph 10(E), Tenant’s notice of termination shall set forth the date upon which this Lease shall terminate, which date shall be any date within the 120 day period following the date on which it shall have delivered such termination notice. The term “ Outside Restoration Days Number ” shall mean (i) if the architect’s estimate under Paragraph 10(A)(ii) did not give rise to a right of termination under Paragraph 10(A)(ii), the greater of (a) 150% of the number of days set forth in such estimate, and (b) 450 days, or (ii) otherwise, 125% of the number of days set forth in such estimate.

(F) The provisions of (1) Paragraph 10(A), (2) the first sentence of Paragraph 10(B), (3) Paragraph 10(D) and Paragraph 10(E) shall not be applicable to any fire or other casualty occurring prior to the Substantial Completion Date; provided, however, that unless this Lease is terminated pursuant to Paragraph 4(I) or Paragraph 4(J), Landlord shall repair, restore and complete Landlord’s Work in accordance with the Workletter and, in case of any Pre-SCD Casualty, the term “ Landlord’s Restoration Work ” as used in Paragraph 4(I) and Paragraph 10(B) shall be deemed to refer to such repair and restoration.

ARTICLE 11.

Insurance, Subrogation, and Waiver of Claims

(A) Tenant’s Property Insurance. Tenant, at its sole cost and expense, shall maintain in force and effect, commercial property insurance under policies issued by insurers that are licensed or authorized to conduct business in Illinois with a minimum Best rating of “A-X” or “Excellent”. Such commercial property insurance shall, at a minimum, cover the perils insured under the ISO special causes of loss form (CP 10 03), which provides “all risk” coverage with a deductible amount (except that Tenant shall not be required to insure against terrorism), and said insurance shall cover (i) improvements and betterments installed by or on behalf of Tenant, whether or not at Tenant’s expense, including, but not limited to, the Tenant Work and any Alterations Work, special wall and floor coverings, special lighting fixtures, built-in cabinets and bookshelves and (ii) Tenant’s merchandise, inventory, contents, furniture, equipment or other personal property located in the Premises. Such insurance shall provide that it is specific, primary and noncontributory, and shall contain a replacement cost endorsement and a clause pursuant to which the carriers waive all rights of subrogation against the Landlord Protected Parties with respect to losses payable under such policies.

Tenant may maintain extra expense and business interruption coverage as part of its commercial property insurance. In no event shall Landlord be liable to Tenant for any extra expense or business interruption or other consequential loss sustained by Tenant on account of any occurrence of an event insurable under the commercial property insurance required to be carried by Tenant, whether or not such insurance is in effect, even if such loss is caused by the act or omission of Landlord, its employees, officers, directors, or agents.

(B) Tenant’s Liability Insurance. Tenant shall, at Tenant’s expense, maintain commercial general liability insurance covering liability arising from premises, operations, independent contractors, personal injury, advertising injury, products, completed operations and liability assumed under an insured contract on an occurrence basis (and, to the extent applicable, host liquor or dram shop liability insurance) under policies issued by insurers that are licensed or authorized to conduct business in Illinois with a minimum Best rating of “A-X” or “Excellent”. Limits of insurance on said policies shall be not less than $25,000,000 combined single limit for personal injury, bodily injury, sickness and property damage for any one occurrence. Tenant’s liability policies shall name Landlord, its members, its managing agent, any Mortgagee, any Ground Lessor and such other Affiliates of Landlord as Landlord may reasonably identify from time to time (the “ Landlord Protected Parties ”), as additional insureds.

Tenant shall also maintain workers’ compensation insurance to the extent required by statute, including Employer’s Liability limits of not less than $500,000 per accident.

(C) Changes in Tenant’s Insurance . Tenant shall not be required to comply with the provisions of Paragraph 11(A) or 11(B) provided that (i) Tenant notifies Landlord of the insurance maintained by Tenant and of any respects in which such insurance does not conform to the requirements of Paragraph 11(A) or 11(B), (ii) Tenant maintains such insurance as is generally maintained by comparable office tenants in downtown Chicago, and (iii) Tenant shall nonetheless be required to comply with the waiver of subrogation provisions of Paragraph 11(A) and the additional insureds provisions of Paragraph 11(B).

(D) Landlord’s Property Insurance. Landlord agrees to purchase and keep in force and effect commercial property insurance insuring

(i) the Base Building Work in an amount equal to one hundred percent (100%) of the full replacement cost of the Base Building Work (excluding footings and foundations), subject to a reasonable deductible not to exceed one percent (1%) of such full replacement cost of the Base Building Work, and

(ii) rent loss insurance for a period and amount of not less than one (1) year of rent.

Said commercial property insurance policy shall, at a minimum, cover the perils insured under the ISO special causes of loss form (CP 10 03) which provides “all risk” coverage. Such insurance shall provide that it is specific, primary, and noncontributory, and shall contain a replacement cost endorsement and a clause pursuant to which the carrier waives all rights of subrogation against the Tenant Protected Parties and other occupants of the Premises with respect to losses payable under such policies. All such policies shall be issued by insurers that are licensed or authorized to conduct business in Illinois with a minimum Best rating of “A-X” or “Excellent.”

In no event shall Tenant be liable to Landlord for any extra expense or business interruption (including loss of rent) or other consequential loss sustained by Landlord on account of any occurrence of an event insurable under the commercial property insurance required to be carried by Landlord, whether or not such insurance is in effect, even if such loss is caused by the act or omission of Tenant, its employees, officers, directors, or agents.

It is expressly understood that Landlord’s property insurance shall not insure improvements to the Premises that are in excess of the Base Building Work, and the cost of any insurance which in fact does cover any such other improvements shall not be included as an Operating Expense.

(E) Landlord’s Liability Insurance. Landlord shall maintain commercial general liability insurance covering liability arising from premises, operations, independent contractors, personal injury, advertising injury, products, completed operations and liability assumed under an insured contract (including tort liability of another assumed in a business contract) on an occurrence basis. Limits on insurance on said policies shall be not less than $25,000,000 combined single limit for personal injury, bodily injury, sickness, and property damage from any one occurrence. Landlord’s liability insurance shall name Tenant, any subtenant and such Affiliates of Tenant as Tenant may reasonably identify from time to time (the “ Tenant Protected Parties ”), as additional insureds. All such policies shall be issued by insurers that are licensed or authorized to conduct business in Illinois with a minimum Best rating of “A-X” or “Excellent.”

Landlord shall also maintain workers’ compensation insurance as required by statute including Employer’s Liability limits of not less than $500,000.00 per occurrence.

(F) Changes in Landlord’s Insurance . Landlord shall not be required to comply with the provisions of Paragraph 11(D) or 11(E) provided that (i) Landlord notifies Tenant of the insurance maintained by Landlord and of any respects in which such insurance does not conform to the requirements of Paragraph 11(D) or 11(E), (ii) Landlord maintains such insurance as is generally maintained by owners of comparable office buildings in downtown Chicago, and (iii) Landlord shall nonetheless be required to comply with the waiver of subrogation provisions of Paragraph 11(D) and the additional insureds provisions of Paragraph 11(E).

(G) General Provisions and Evidence of Insurance.

Tenant shall provide Landlord with certificates evidencing such coverage as Tenant is required to maintain (and showing the Landlord Protected Parties as additional insureds in the liability insurance policy only) prior to occupying or commencing Tenant Work in the Premises, which shall state that such insurance coverage may not be canceled without at least 30 days’ prior written notice to Landlord, and shall provide renewal certificates to Landlord prior to expiration of such policies not less than seven (7) days prior to the expiration of said policies.

Within ten (10) Business Days of Tenant’s request from time to time, Landlord shall provide Tenant with certificates evidencing such coverage as Landlord is required to maintain (and showing the Tenant Protected Parties as additional insured in the liability insurance policy only), which shall state that such insurance coverage may not be canceled without at least 30 days’ prior written notice to Landlord.

Landlord may periodically, but not more often than every five (5) years, require that Tenant reasonably increase the aforementioned coverage in a manner comparable to the increases requested by landlords of comparable office buildings in downtown Chicago. Except as provided to the contrary herein with respect to liability insurance, any insurance carried by Landlord or Tenant shall be for the sole benefit of the party carrying such insurance. Any insurance policies hereunder may be “blanket policies.”

(H) Waiver of Subrogation and Release of Claims. Without limiting the generality of Article 26 hereof, by this Article Landlord and Tenant hereby

(i) agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is required to be provided hereunder (ignoring, for this purpose, Paragraphs 11(C) and 11(F)) or is otherwise in effect (and, for this purpose, any applicable deductible or self-insured amount, subject to inclusion in Operating Expenses to the extent permitted by Paragraph 3(B) above, shall be treated as though it were recoverable under such policies); and

(ii) waive to such extent all rights and claims against each other for such losses and all rights of subrogation of their respective insurers (with the exception of Workers’ Compensation Insurance).

Landlord and Tenant agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder.

(I) Relationship to Article 4. Nothing in this Article 11 shall be deemed to limit any of the rights and obligations of Landlord and Tenant under Article 4, including any rights of Tenant under Article 4 to recover any losses, costs or damages thereunder, or any right of Landlord under Article 4 to receive an assignment of any insurance claims or insurance proceeds.

ARTICLE 12.

Condemnation

If the entire Building, or any part thereof which includes all or a substantial part of the Premises, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, the Term of this Lease shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without apportionment of the award to or for the benefit of Tenant. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Building, the taking of which would render the operation of the Building economically unfeasible, Landlord shall have the right to terminate this Lease upon not less than one hundred eighty (180) days’ notice prior to the date of termination designated in the notice, provided the leases of all other tenants in the Building are terminated. If this Lease is terminated pursuant to this Article, Rent at the then-current rate shall be apportioned as of the date of the termination in the notice. If a portion of the Premises is taken or condemned by any competent authority for any public or quasi-public purpose or use and the Lease is not terminated pursuant to the foregoing provisions of this Article, then (a) from and after the date when possession of such portion of the Premises is required for such use, the Net Rent and Rent under Article 3 shall be adjusted to reflect the reduced area of the Premises and the Building, and (b) Landlord shall promptly repair the portion of the Premises not taken, but affected by such taking, including any required demising and separation work. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any claim available to Tenant under applicable Law for any taking of leasehold improvements paid for by Tenant and any Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, provided that such separate award shall not reduce the award or judgment recoverable by Landlord.

If any portion of the Property other than the Building is taken by condemnation or if the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation during the Term, this Lease shall be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such temporary taking for use or occupancy of all or any part of the Premises, so long as Tenant does not exercise its right to terminate as provided in the next sentence, Tenant shall be entitled to appear, claim, prove and receive the portion of the award for such taking that represents compensation for use or occupancy of the Premises during the Term and Landlord shall be entitled to appear, claim, prove and receive the portion of the award that represents the costs of restoration of the Premises and the use or occupancy of the Premises after the end of the Term hereof. Notwithstanding the foregoing, if any temporary taking of the Premises or any substantial portion thereof is reasonably anticipated to exceed one (1) year, Tenant shall have the right, by written notice to Landlord within sixty (60) days following the effective date of the temporary taking, to terminate this Lease with respect to that portion of the Premises so taken, and Tenant shall not be entitled to any portion of the award for such taking.

For purposes of this Article 12 only, a substantial part or portion of the Premises shall be deemed to mean not less than 25% of the square footage of Rentable Area of the Premises.

ARTICLE 13.

Return of Possession

At the expiration or earlier termination of this Lease or Tenant’s right of possession, Tenant shall surrender possession of the Premises in good condition, ordinary wear and tear and damage by fire or other casualty or condemnation excepted, and shall furnish Landlord with keys, key cards or other devices permitting access to the Building or the Premises and every portion thereof, and shall advise Landlord as to the combination of any locks or vaults then remaining in the Premises, and shall remove all trade fixtures and personal property, with the exception of cables, wiring, conduit and pullboxes which Tenant may, but shall not have the obligation to, leave in the Premises. Tenant shall repair any damage caused by such removal. Tenant shall have the right to remove any Tenant Work or Alteration Work prior to the expiration of this Lease, so long as Tenant repairs all damage caused by such removal. All Tenant Work and Alteration Work not so removed by Tenant prior to the termination or expiration of this Lease, upon such termination or expiration, shall become Landlord’s property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant. However, if prior to such termination or expiration Landlord so directs by notice, Tenant shall promptly remove any Special Alterations which, pursuant to Article 8, Landlord reserved the right to require Tenant to remove, and Tenant shall repair any damage caused by such removal. In no event shall Tenant be required to remove any internal staircase installed between floors of the Premises or to restore any stairwell holes relating thereto, to remove or repair any elevators installed between floors of the Premises, or any modifications to the Base Building Work made to accommodate the installation of any such staircases or elevators. If Tenant shall fail to perform any removal, repair or restoration required under this Article 13, Landlord may do so, and Tenant shall pay Landlord the reasonable out-of-pocket cost thereof upon demand. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord (at Tenant’s expense if Tenant was required by this Lease to remove the same and failed to do so), and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant after expiration or earlier termination of this Lease or Tenant’s right to possession, shall at Landlord’s option, upon delivery of five (5) Business Days’ prior written notice to Tenant of such abandonment unless so removed by Tenant in such 5 Business Day period, be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord.

ARTICLE 14.

Holding Over

(A) Holding Over . Unless Landlord expressly agrees otherwise in writing, Tenant shall pay Landlord as base net rent an amount equal to 150% of the monthly installments of Net Rent applicable immediately preceding Tenant’s holdover of possession of the Premises beyond the Term for the first ninety (90) days of such holdover and thereafter 200% of monthly installments of Net Rent applicable immediately preceding Tenant’s holdover beyond the Term, and, together with, in both instances, 100% of all Additional Rent attributable to such Holdover Period, in each case, prorated on a per diem basis for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease. The foregoing provisions shall not be deemed to limit or constitute a waiver by Landlord of any rights of re-entry or other rights or remedies of Landlord provided herein or at law and shall not serve as permission for Tenant to hold over, nor serve to extend the Term (although after commencement of said holdover Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises, and shall be subject to the provisions of Article 13). Notwithstanding the foregoing, the rental amounts set forth in this Article 14 have been specifically negotiated by Landlord and Tenant to be, and the same shall be, Landlord’s sole monetary remedy on account of Tenant’s holding over in or retaining possession of the Premises or any part thereof, and in no event shall Landlord be entitled to recover any other monetary damages or award, whether direct, indirect, special or consequential.

(B) Consensual Holdover . Notwithstanding the provisions of Paragraph 14(A) to the contrary, if Tenant provides written notice to Landlord (a “ Holdover Notice ”) at least twenty-one (21) months prior to the Expiration Date, but no earlier than thirty-six (36) months prior to the Expiration Date, and so long as Tenant is not then in monetary or material non-monetary Default, then the Expiration Date shall be extended for one (1) period of either six (6), twelve (12) or eighteen (18) months as specified by Tenant in the Holdover Notice (the “ Consensual Holdover Period ”), which election, once made, shall be irrevocable by Tenant. Tenant’s use and occupancy of the Premises during the Consensual Holdover Period shall be upon the same terms and conditions contained in this Lease, except that during the Consensual Holdover Period, Tenant shall be required to pay Landlord each month, as base rent, an amount equal to one hundred twenty-five percent (125%) of the monthly installment of Net Rent applicable to the Premises in effect during the Term immediately preceding delivery of the Holdover Notice; except that if the Consensual Holdover Period is for eighteen (18) months, then during the final six (6) months of the Consensual Holdover Period, the monthly base rent payable by Tenant to Landlord shall be equal to the product of one hundred twenty-five percent (125%) times one hundred and two percent (102%) of the monthly installment of Net Rent applicable to the Premises in effect during the Term immediately preceding delivery of the Holdover Notice, in each case, together with one hundred percent (100%) of all Additional Rent attributable to the Consensual Holdover Period.

ARTICLE 15.

No Waiver

No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and Landlord’s

consent or approval respecting any action by Tenant shall not constitute a waiver of the requirement for obtaining Landlord’s consent or approval respecting any subsequent action. Acceptance of Rent by Landlord shall not constitute a waiver of any breach by Tenant of any term or provision of this Lease or constitute a renewal or extension of the Term hereof. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the full amount due. The acceptance of Rent or of the performance of any other term or provision from any person or entity other than Tenant, including any Transferee, shall not constitute a waiver of Landlord’s right to approve any Transfer.

ARTICLE 16.

Attorneys’ Fees and Jury Trial

In the event of any litigation between the parties, the prevailing party (as determined by the applicable judge) in the action or proceeding shall be entitled to obtain, as part of the judgment, all reasonable outside attorneys’ fees, costs and expenses incurred in connection with such litigation, except as may be limited by applicable Law. In the interest of obtaining a speedier and less costly hearing of any dispute, the parties hereby each irrevocably waive the right to trial by jury in any action or proceeding under or arising out of or related to this Lease or the Premises.

ARTICLE 17.

Personal Property Taxes, Rent Taxes and Other Taxes

Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions assessed against or levied upon Tenant’s fixtures, furnishings, equipment and personal property located in the Premises. Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the property of Landlord. In the event any such items shall be assessed and billed with the property of Landlord, Tenant shall pay Landlord its share of such taxes, charges or other governmental impositions within thirty (30) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of such impositions applicable to Tenant’s property. The foregoing provisions of this Paragraph shall not apply to Tenant Work or to any Alteration Work. Any taxes, charges or other governmental impositions assessed against or levied upon the fixtures, furnishings, equipment and personal property located in the Shared Facilities shall be a Shared Facilities Cost.

All taxes, charges or other governmental impositions assessed against or levied upon the fixtures, furnishings, equipment and personal property located at the Property of any other tenant shall be excluded from Taxes. The foregoing provisions of this Paragraph shall not be applicable to any leasehold improvements of any such other tenant.

Tenant shall pay any rent tax, sales tax, service tax or value added tax on the Rent payable hereunder or any other applicable tax on the services herein or otherwise respecting this Lease, to the extent such taxes are not included in Taxes or Operating Expenses pursuant to Article 3 above.

ARTICLE 18.

Entry by Landlord

Provided that Landlord provides Tenant with reasonable prior oral notice thereof (except in the case of an emergency in which case no notice shall be required, but Landlord shall endeavor in good faith to provide prompt oral notice), Landlord may enter the Premises at all reasonable times (and Tenant shall have the right to have its representatives present) to:

(i) inspect the same;

(ii) Exhibit the same to prospective purchasers, Mortgagees or, during the last 567 days preceding the then Expiration Date, tenants;

(iii) determine whether Tenant is complying with all of its obligations under this Lease;

(iv) supply janitorial, cleaning and other services to be provided by Landlord to Tenant under this Lease;

(v) make repairs in or to the Building or the Premises or improvements in or to the Building but not the Premises to the extent and in the manner permitted hereunder;

(vi) access any and all mechanical, electrical or other installations located in the Premises (and Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with Landlord’s access to and the moving of its servicing equipment to or from the enclosures containing said installations); or

(vii) exercise its rights under Article 22.

Landlord also shall be permitted to enter the Premises without notice to perform the cleaning and trash removal services required pursuant to Paragraph 6(A)(iv) above. All janitorial, cleaning or other services and all maintenance, repairs and improvements and all other work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible and, except in the case of emergencies, Landlord shall use commercially reasonable efforts (which shall include the payment of overtime wages) to cause any such maintenance, repairs and improvements and other work (other than changing of light bulbs and window washing) to be performed within any portion of the Premises shall be done after Regular Business Hours, unless Tenant otherwise requests. Landlord at all times shall have and retain a key with which to unlock all of the doors in, on or about the

Premises (excluding Tenant’s vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use reasonable means to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, if done in accordance with the provisions of this Article, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises, or act as a termination of Tenant’s duties under this Lease.

ARTICLE 19.

Subordination, Nondisturbance and Attornment

(A) Subordination, Non-Disturbance and Attornment. Landlord may hereafter encumber the Property or any part thereof with mortgages, may sell and lease back the Land, or any part of the Land, and may encumber the leasehold estate under such sale and leaseback arrangement with one or more mortgages (any such mortgage on the Property or any part thereof or on any such leasehold estate is herein called a “ Mortgage ” and the holder of any such mortgage is herein called a “ Mortgagee ” and any such lease of the Land or any part of the Land is herein called a “ Ground Lease ” and the lessor under any such lease is herein called the “ Ground Lessor ”). Landlord agrees to obtain from any Mortgagee and from any Ground Lessor, from time to time, a subordination, non-disturbance and attornment agreement (“ SNDA ”) in a form no less favorable to Tenant in any material respect than the forms attached hereto as Exhibit L-1 (in the case of Mortgagees) and Exhibit L-2 (in the case of Ground Lessors), which Tenant, no later than ten (10) days thereafter, shall execute and return to such Mortgagee or Ground Lessor; provided, however, that no such agreement shall be effective or binding on Tenant unless and until the same shall be executed and delivered by such Mortgagee or Ground Lessor and Landlord.

(B) Subordination by Mortgagee. Notwithstanding anything to the contrary contained herein, any Mortgagee or Ground Lessor may subordinate its Mortgage or Ground Lease, as the case may be, to this Lease by sending Tenant notice in writing subordinating such Mortgage or Ground Lease to this Lease, and Tenant agrees to execute and deliver to such Mortgagee or Ground Lessor such further instruments consenting to or confirming the subordination of such Mortgage or Ground Lease to this Lease, which instruments shall be in form and substance reasonably satisfactory to Tenant, within twenty-one (21) days after notice to Tenant of such request.

ARTICLE 20.

Estoppel Certificate

Tenant agrees at any time and from time to time upon not less than twenty one (21) days’ prior written notice from Landlord, to execute, acknowledge and deliver to Landlord an estoppel certificate in the form of Exhibit M attached hereto (the “ Tenant Estoppel Certificate ”). The Tenant Estoppel Certificate shall be addressed to Landlord and, if Landlord shall so request, to any current or

prospective Mortgagee or any assignee thereof, any prospective purchaser of the Land, improvements or both comprising the Property, and any other party Landlord may reasonably request. In addition, the Tenant Estoppel Certificate may be modified to contain certifications, to the best of Tenant’s knowledge, of such reasonable, non-confidential factual matters not set forth in Exhibit M as may be reasonably requested by the intended addressees. Any Tenant Estoppel Certificate delivered pursuant to this Article may be relied upon by each party to whom it is addressed and the Tenant Estoppel Certificate, if required by its addressee(s), may so specifically state.

Landlord agrees at any time and from time to time upon not less than twenty-one (21) days’ prior written notice from either Tenant or a Transferee under any Exempt Transfer, to execute, acknowledge and deliver to Tenant or such Transferee an estoppel certificate in the form of Exhibit N attached hereto (the “ Landlord Estoppel Certificate ”). The Landlord Estoppel Certificate shall be addressed to Tenant and/or such Transferee and, if Tenant or such Transferee shall so request, to any current or prospective assignee of this Lease or subtenant of all or any portion of the Premises (provided such assignment or sublease transaction to which such Landlord Estoppel Certificate relates is permitted or consented to by Landlord pursuant to the terms of Article 21 below) or any other party Tenant or such Transferee may reasonably request. In addition, the Landlord Estoppel Certificate may be modified to contain certifications, to the best of Landlord’s knowledge, of such reasonable, non-confidential factual matters not expressly set forth in Exhibit N as may be reasonably requested by the intended addressees. Any Landlord Estoppel Certificate delivered pursuant to this Article may be relied upon by each party to whom it is addressed and the Landlord Estoppel Certificate, if required by its addressee(s), may so specifically state.

ARTICLE 21.

Assignment and Subletting

(A) Transfers. Except as provided in Paragraph 21(C) below, Tenant shall not have the right, without the prior written consent of Landlord, to: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, directly or indirectly, this Lease or any interest hereunder, by operation of law or otherwise, (ii) sublet the Premises or any part thereof, or (iii) otherwise permit the use of the Premises by any persons other than Tenant (all of the foregoing are hereinafter sometimes referred to collectively as “ Transfers ” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “ Transferee ”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed effective or commencement date (which shall not be less than thirty (30) days after Tenant’s notice) and, except in the case of an assignment, the proposed expiration date and the portion of the Premises to be Transferred (herein called the “ Subject Space ”), (b) the name and address of the proposed Transferee, (c) the purposes for which the proposed Transferee intends to use the Premises or the Subject Space, and (d) in the case of an assignment, (x) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (y) such other information regarding the proposed Transfer and the proposed Transferee as Landlord may reasonably require. Any Transfer made without complying with this Article shall, at Landlord’s option, be null, void and of no effect, and/or, after the lapse of the applicable cure period, shall constitute a Default.

(B) Consent. Notwithstanding the provisions of Paragraph 21(A), Landlord shall not unreasonably withhold its consent to a proposed Transfer (provided, however, Landlord in its sole and absolute discretion shall have the right to withhold consent to any mortgage, pledge, hypothecation, or encumbrance of this Lease or any lien, claim or other encumbrance upon Tenant’s right, title or interest under this Lease). Tenant agrees that Landlord shall be acting reasonably in withholding its consent if any one or more of the following applies:

(i) the Transferee is of a character or reputation or engaged in a business which will damage the reputation of the Building,

(ii) the Transferee intends to use the Premises or the Subject Space for purposes which are not permitted under this Lease or for a Prohibited Use,

(iii) the Transferee is a government (or agency or instrumentality thereof),

(iv) a monetary Default or material non-monetary Default has occurred and is then continuing at the time Tenant requests consent to the proposed Transfer, or

(v) the Transferee is in active negotiations with Landlord for space in the Building.

Landlord’s consent shall be set forth in an instrument in the form of Exhibit O-1 (in the case of an assignment) or Exhibit O-2 (in the case of a sublease or occupancy) and shall not be effective until such instrument has been countersigned by Tenant and the assignee, subtenant or occupant. Tenant agrees to pay to Landlord, on demand, all reasonable out-of-pocket costs incurred by Landlord payable to third parties in connection with any request by Tenant for Landlord to consent to Transfer by Tenant.

(C) No Consent Required. The initial Tenant under this Lease shall have the right to sublease to its Affiliates any or all of the Premises. Landlord shall provide, and shall cause any Mortgagee or Ground Lessor to provide, a recognition agreement, in form and substance satisfactory to Landlord and Tenant, in favor of any subtenant which is an Affiliate of the initial Tenant and subleases more than 15,000 square feet of Rentable Area of the Premises. Such recognition agreement shall provide that the rights of any such subtenant under such sublease shall not be disturbed on account of any Default, or in the event a Mortgagee or Ground Lessor shall succeed to the rights and estate of Landlord, so long as such subtenant pays the portion of the Rent applicable to the portion of the Premises subleased to it. In addition, provided no monetary Default or material non-monetary Default has occurred and is then continuing at the time of the effective or commencement date of the Transfer, Tenant may, at any time and from time to time, without the prior consent of Landlord but with prior notice to Landlord, assign this Lease or any interest hereunder to, or sublease the Premises or any part thereof to, or permit the occupancy of the Premises, or any part thereof by,

(i) any successor entity of Tenant resulting from a merger or consolidation with Tenant,

(ii) any entity succeeding to all or substantially all of the business and assets of Tenant,

(iii) any entity which, at the effective or commencement date of the Transfer, is an Affiliate of Tenant,

(iv) any entity which, at the effective or commencement date of such Transfer, is acquiring all or a bona fide portion of the business being conducted at the Premises by Tenant or its Affiliates, or

(v) any service provider, client or customer of Tenant or any Affiliate; provided, however, that (a) no assignment shall be made pursuant to this clause (v), and (b) the aggregate Rentable Area subject to sublease or occupancy under this clause (v) at any time shall not exceed twenty-five percent (25%) of the Premises

(any such Transfer being herein referred to as an “ Exempt Transfer ”). An “ Affiliate ” of any person is another person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the first person. The word “control” shall mean the power, directly or indirectly, by voting rights, contract or otherwise, to direct or cause the direction of the management or policies of a person. For purposes of this Lease, CC-Development Group, Inc., Pritzker Realty Group, L.P., The Pritzker Organization, L.L.C., Diversified Financial Management Corp., and H Group Holding, Inc. shall be deemed to be Affiliates. Notwithstanding anything contained in this Paragraph 21(C) to the contrary,

(1)

no assignment or sublease permitted pursuant to this Paragraph 21(C) shall violate any of the conditions set forth in Paragraph 21(B)(ii) or (iii),

(2)

any such assignee or subtenant under clauses (i) or (ii) of this Paragraph 21(C) shall, immediately after the effective or commencement date of such Transfer, have a tangible net worth, determined in accordance with GAAP, equal to or greater than 40 times the Net Rent per annum then payable under this Lease,

(3)

any such assignee shall expressly assume all of Tenant’s obligations and liabilities hereunder without releasing the assignor or the guarantor, if any,

(4)

any sublease shall by its terms be expressly subordinate to all of the terms, covenants and conditions of this Lease, subject to the rights of such subtenant under any recognition agreement, and

(5)

Tenant shall deliver to Landlord promptly after the effective or commencement date thereof evidencing that the Transfer is an Exempt Transfer, together with a copy of the assignment, sublease, or occupancy agreement; provided, however, that any sublease or occupancy agreement pursuant to clause (iii) of this Paragraph 21(C) which is terminable at will by Tenant may be unwritten, so long as the Transferee remains an Affiliate of Tenant (in which case, in lieu of providing a copy of a written instrument, Tenant shall confirm such fact to Landlord).

(D) Terms of Consent. If Landlord consents to a Transfer effected under Paragraph 21(B) above: (a) the terms and conditions of this Lease, including among other things, Tenant’s liability for the Premises or the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) any assignee (but not any subtenant other than as provided in Paragraph 21(C)) shall succeed to all rights provided to Tenant in this Lease, including, without limitation, the right to extend the Term of this Lease, to expand the Premises, or to lease additional space, (d) any subtenant shall have the same rights and obligations with respect to an assignment of its sublease and/or undersubletting as Tenant has with respect to an assignment of this Lease and/or subletting, except to the extent that the sublease shall impose additional restrictions or obligations, (e) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to such Transfer, and (f) Tenant shall furnish in respect of each calendar year all or any part of which falls within the term of such sublease other than a sublease under Paragraph 21(C), a complete statement, certified by an authorized employee of Tenant with knowledge of the relevant facts, setting forth in detail the computation of any profit derived by Tenant during such calendar year from such Transfer. Such statement for any such calendar year shall be furnished no later than 60 days after Tenant’s receives Landlord’s Statement under Paragraph 3(C)(iii) for such calendar year. Landlord or its authorized representative shall have the right at all reasonable times to audit the books, records, and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the profit respecting any Transfer shall be found to have been understated, Tenant, within thirty (30) days after demand, shall pay the deficiency, and if understated by more than 5%, Tenant shall pay Landlord’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant is in monetary or material non-monetary Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

(E) Profits. Tenant shall pay to Landlord, when and as received by Tenant, after recovery of all of Tenant’s Associated Costs, an amount equal to 50% of all profit derived by Tenant from any subletting of the Premises or assignment of this Lease that is not permitted under Paragraph 21(C). For purposes of the foregoing, “ profit ” shall mean all rent or other compensation paid by such sublessee or assignee in excess of Rent payable by Tenant under this Lease allocable to the Premises or the Subject Space, less the Associated Costs. The term “ Associated Costs ” shall mean the actual, out-of-pocket expenses and costs of Tenant incurred to induce or otherwise related to such subleasing or assignment, including, but not limited to, marketing and brokerage costs, reasonable outside attorney’s fees and expenses, cash inducements, construction and reconstruction costs, rent subsidies, lease assumption costs, moving allowances, and Rent allocable to the subleased premises (or the Premises in the case of an assignment) for any period (i) after the date on which Tenant engages the services of a licensed broker pursuant to a written commission agreement to facilitate the subleasing of such subleased space or the assignment of this Lease, (ii) during which Tenant (or such broker) shall be actively engaged in the marketing of such subleased space (or the Premises in the case of the assignment) and (iii) after the date on which Tenant ceases using such subleased space (or the Premises in the case of an assignment) for any substantial business purpose other than storage.

(F) Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any person claiming through or by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article 21, to any further Transfer to the extent otherwise herein required. Any Transfer hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder.

(G) Recapture. In the event that, at any time prior to the fifth (5th) anniversary of the MB Commencement Date, Tenant proposes to sublease all or any part of the High-Rise Premises for the remainder of the initial Term, and such proposed sublease is not an Exempt Transfer, Landlord shall have the right, exercisable within fifteen (15) days of its receipt of such notice, to terminate this Lease with respect to the space intended to be subleased, subject to the terms set forth in this Paragraph 21(G). Landlord may exercise such right by notice given to Tenant within such fifteen (15) day period and, if Landlord does not exercise such right within the applicable period, Tenant, subject to Paragraph 21(A) above, may proceed with such sublease. If Landlord does exercise such right to terminate, such termination shall be effective, subject to the provisions of this Paragraph 21(G) on the later of the proposed effective date of such sublease set forth in Tenant’s notice to Landlord or the Revocation Date (as hereinafter defined), unless otherwise agreed by Landlord and Tenant. Notwithstanding the foregoing, if Landlord exercises such right to terminate as herein provided, Tenant may, at its election, exercisable by notice given to Landlord within thirty (30) days of Landlord’s notice to Tenant exercising such right to terminate (the “ Revocation Date ”), revoke its initial notice of such proposed sublease, in which event Landlord’s exercise of its right to terminate shall be null and void and of no force or effect. In the event that this Lease is terminated with respect to all or any portion of the High-Rise Premises, the Net Rent due and payable hereunder shall be reduced by an amount per annum equal to the product obtained by multiplying (i) the number of square feet of Rentable Area in the portion of the High-Rise Premises so recaptured, and (ii) the Allocated High-Rise Premises Net Rent. As used herein, the “ Allocated High-Rise Premises Net Rent ” shall mean (i) in respect of the 46 ^th floor, an amount, expressed on a per square foot of Rentable Area basis, equal to $32.50 for the first Lease Year, increased by 2% per annum in each succeeding Lease Year, and (ii) in respect of the 47 ^th and 48 ^th floors, an amount, expressed

on a per square foot of Rentable Area basis, equal to $27.67 for the first Lease Year, increased by two percent (2%) per annum in each succeeding Lease Year. In the event that this Lease is terminated with respect to all or any part of the High-Rise Premises pursuant to the provisions of this Paragraph 21(G), such termination shall not affect any of the rights or obligations of the parties hereunder with respect to the remainder of the Premises. If the recaptured space is only a part of a floor of the High-Rise Premises, Landlord shall construct and finish in accordance with Building standards all corridors, elevator lobbies and other common areas on the floor required for the same to be occupied as a multi-tenant floor.

(H) Restrictions on Transfer of High-Rise Premises . Notwithstanding anything to the contrary herein contained, prior to the fifth anniversary of the MB Commencement Date, Tenant shall not be permitted to Transfer all or any portion of the High-Rise Premises, other than pursuant to an Exempt Transfer, to any legal services provider that, at the time of such Transfer, is included as one of the one hundred largest legal services providers as then most recently ranked by the American Lawyer magazine (or other similar publication). As used herein, the term “ MB Commencement Date ” shall mean the “Commencement Date” as defined in the Mayer Brown Lease.

ARTICLE 22.

Certain Rights Reserved By Landlord

Landlord shall have the following rights, exercisable without notice (except as expressly provided) and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession or giving rise to any claim for set-off or abatement of Rent:

(A) To require that all of Tenant’s window shades, blinds, drapes, and other similar window coverings conform to the building standard specifications therefor as the same shall be jointly developed and agreed upon by Landlord and Tenant. This Paragraph 22(A), however, shall not be applicable to any inner shades, blinds, drapes or window coverings which are in front of (as viewed from within the Premises) the blinds, shades, drapes or window coverings conforming to the building standard specifications, provided such inner shades, blinds, drapes or window coverings are not visible from outside of the Building. Landlord shall enforce said building standard specifications uniformly against all tenants and occupants of the Building.

(B) To decorate or to make alterations, additions, or improvements, structural or otherwise, in or to the Property, or any part thereof, and any adjacent building, structure, parking facility, land, street or alley (including without limitation changes and reductions in corridors, lobbies, parking facilities and other Common Areas and the installation of planters, sculptures, displays, escalators, mezzanines, and other structures, facilities, amenities and features therein, and changes for the purpose of connection with or entrance into or use of the Property in conjunction with any adjoining or adjacent building or buildings, now existing or hereafter constructed); provided, that,

(i) none of such alterations, additions, or improvements shall (a) be located in the Premises or (b) materially and adversely affect the Franklin Street entrance to the Building (the “ Franklin Entrance ”) or the Wacker Drive entrance to the Building (the “ Wacker Entrance ” and, together with the Franklin Entrance, the “ Pedestrian Entrances ”), the layout of the ground floor (other than any retail areas along the northern wall of the Building), any of the elevators, escalators or stairways serving the Premises or the Shared Facilities, (c) affect Tenant’s signage, (d) adversely affect the security of the Building or any portion thereof or (e) be such that Tenant would have been entitled to withhold its consent thereto pursuant to the Workletter if the same had been included in Landlord’s Work;

(ii) there will not be any increase in Net Rent, Additional Rent or Tenant’s Pro Rata Share on account thereof,

(iii) no alterations to the low mid-rise or high-rise elevator lobby on the ground floor of the Building shall be made (other than such alterations having a de minimis effect thereon), without the prior written approval of Tenant, which shall not be unreasonably withheld, and

(iv) no mezzanine shall be constructed in the ground floor lobby nor shall the height of any portion thereof be reduced;

provided, however, that after the Rent Commencement Date the provisions of clauses (i), (iii) and (iv) shall be subject to Landlord’s obligations to keep the Base Building Work in compliance with all Laws pursuant to Paragraph 9(B) above. In connection with such matters, or with any other repairs, maintenance, improvements or alterations in or about the Property, Landlord may erect scaffolding and other structures reasonably required, and may temporarily close public entryways, other public areas, restrooms, stairways or corridors, so long as Tenant continues to have access to the Premises at all times (subject to Paragraph 22(E)). Landlord shall take commercially reasonable steps to minimize any interference with Tenant’s operations resulting from any actions taken by Landlord under this Paragraph 22(B). All work in the Premises (and all other work which would cause any material interference with Tenant’s business if performed during Regular Business Hours) shall be performed outside of Regular Business Hours.

(C) To approve (such approval not to be unreasonably withheld) the weight, size and location of safes and other heavy equipment and bulky articles in and about the Premises and the Building (so as not to overload the floors of the Premises), and to require all such items to be moved into and out of the Building and Premises only at such times and in such manner as Landlord shall reasonably direct. Furniture, boxes, merchandise or other bulky articles shall be transported within the Building only upon or by vehicles equipped with rubber tires and, except as otherwise provided in Article 6, shall be carried only in the freight elevators.

(D) To temporarily (i) limit or prevent access to the Property, (ii) shut down elevator service, (iii) activate elevator emergency controls, or (iv) take other actions (including preventive measures) as are deemed necessary by Landlord for the safety of tenants or other occupants of the Property or the protection of the Property and other property located thereon or therein

(1)

in case of fire, invasion, insurrection, riot, civil disorder, terrorist act, public excitement or other dangerous condition, or threat thereof, or

(2)

in order to perform any maintenance or repairs which requires a Building closure;

provided, however, that (except in emergencies) Landlord shall give Tenant at least ten (10) Business Days prior written notice of Landlord’s intention to close the Building pursuant to clause (2) (and, except in case of an emergency, Landlord agrees to restrict any such closure pursuant to clause (2) to Saturday, Sunday or Holidays). Tenant shall have the right (but only once with respect to any particular closure), by written notice given to Landlord within three (3) Business Days after Tenant’s receipt of such notice from Landlord, to require Landlord to postpone such closure for up to fifteen (15) Business Days beyond the date set forth in Landlord’s notice.

(E) To install and maintain pipes, ducts, and conduits above the hung ceiling of the Premises or in the columns or shafts in the Premises to serve other parts or other tenants of the Building; provided that (i) except for pipes installed as a part of Base Building Work, all pipes, ducts and conduits shall be installed in the columns or shafts of the Premises, (ii) no reduction in the usable area of the Premises results therefrom, (iii) such installation and maintenance does not unreasonably interfere with Tenant’s use of the Premises for the conduct its business and other rights and benefits under this Lease, and (iv) any damage caused thereby to the Premises or Tenant’s property is promptly repaired at Landlord’s expense. All such work in the Premises (and, to the extent commercially reasonable [which shall include the payment of overtime wages], all other work which would cause any material interference with Tenant’s business if performed during Regular Business Hours) shall be performed outside of Regular Business Hours.

ARTICLE 23.

Tenant Default and Landlord Remedies

(A) Default by Tenant. Each of the following shall constitute a “ Default ” by Tenant, and shall give rise to Landlord’s remedies set forth in Paragraph (b) below:

(i) failure by Tenant to make when due any payment of Rent and the continuation of such failure for ten (10) days after notice;

(ii) failure by Tenant to observe or perform any of the terms or conditions of this Lease to be observed or performed by Tenant other than the payment of Rent, or as provided below, and the continuation of such failure for thirty (30) days after notice (provided, that if the nature of Tenant’s failure is such that more time is reasonably required in order to cure and Tenant commences to cure within such thirty (30) day period, then such period shall be extended so long as Tenant is diligently pursuing such cure to completion);

(iii) failure by Tenant to comply with the Rules, and the continuation of such failure for thirty (30) days after notice (provided, that if the nature of Tenant’s failure is such that more time is reasonably required in order to cure and Tenant commences to cure within such thirty (30) day period, then such period shall be extended so long as Tenant is diligently pursuing such cure to completion);

(iv)(a) the making by Tenant of any general assignment for the benefit of creditors, (b) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any Law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within ninety (90) days), (c) appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located on the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within ninety (90) days, (d) attachment, execution or other judicial seizure of substantially all of Tenant’s assets located on the Premises or of Tenant’s interest in this Lease, or (e) Tenant’s admitted insolvency or admission of an inability to pay its debts as they mature; or

(v) a Transfer of this Lease, or the Premises or any part thereof, in violation of Article 21 which is not cured within thirty (30) days thereafter.

The notice and cure periods provided herein are in lieu of, and not in addition to, any notice and cure periods provided by Laws. To the extent that any of the foregoing notice periods provided for in this Article 23 and elsewhere in this Lease are greater than the notice periods required under the statutes of the State of Illinois, such greater notice periods as are provided for herein shall substitute for any such statutory notice periods, and, to the extent not prohibited by such statutes, any notices given pursuant to the terms hereof shall be deemed the notice required by any such statutes.

(B) Remedies. If a Default has occurred and is continuing, Landlord shall have the rights and remedies hereinafter set forth, each of which shall be distinct, separate and cumulative with and in addition to any other right or remedy allowed under any Law and/or other provisions of this Lease, any and all of which may be exercised with or without further notice and with or without demand whatsoever, concurrently or successively, and at such time or times and in such order as Landlord may from time to time determine:

(i) Landlord may terminate this Lease and repossess the Premises by detainer suit, summary proceedings or other lawful means, and recover from Tenant as damages an amount of money equal to the sum of: (a) any unpaid Rent as of the termination date, including interest at the Default Rate, (b) any unpaid Rent which would have accrued after the termination date through the time of award, including interest at the Default Rate, (c) the present value of any unpaid Rent which would have accrued after the time of award during the balance of the Term, less the present value of the fair market rental value of the Premises for such period, after deduction from the said fair market rental value of the Premises the Costs of Reletting (as defined in Paragraph (E) below of this Article 23) for such balance of the Term (such net amount not to be less than zero in any event, it being the intention of the parties that Landlord shall have no obligation to pay to Tenant or to offset against other sums Tenant owes to Landlord the excess, if any, of the present value of fair market rental value over the present value of said unpaid Rent),

and (d) any other amounts necessary to compensate Landlord for all direct damages and other out-of-pocket losses, costs, and expenses caused by Tenant’s failure to perform its obligations under this Lease to the extent such amounts are not included in the above. For purposes of computing the amount of Rent herein that would have accrued after the time of award, Tenant’s Pro Rata Share of Taxes and Operating Expenses, shall be projected, based upon the average rate of increase, if any, in such items from the Commencement Date through the time of award. Present value shall be computed on the basis of a discount rate equal to the then-current yield on United States Treasury obligations as reported in the Wall Street Journal or similar financial publication having a maturity approximately equal to the residue of the Term as determined by Landlord; provided, if no such obligations of such maturity exist, then such discount rate shall be established by Landlord.

(ii) Landlord may terminate Tenant’s right of possession and repossess the Premises by detainer suit, summary proceedings or other lawful means, without terminating this Lease (and if applicable Law permits, and Landlord shall not have expressly terminated the Lease in writing, any termination shall be deemed a termination of Tenant’s right of possession only), in which event Landlord shall use commercially reasonable efforts to mitigate its damages by attempting to relet all or any part of the Premises to a Replacement Tenant, for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Premises for a term greater or lesser than that remaining under the Term of this Lease and the right to relet the Premises as a part of a larger area and the right to change the character or use made of the Premises). For the purpose of such reletting, Landlord is authorized to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient. In such event, Landlord may recover from Tenant the sum of: (a) any unpaid Rent as of the date possession is terminated, including interest at the Default Rate, (b) any unpaid Rent which accrues during the Term from the date possession is terminated through the time of award (or which may have accrued from the time of any earlier award or awards obtained by Landlord through the time of the subsequent award or awards), including interest at the Default Rate, less any Net Re-Letting Proceeds (as defined in Paragraph 23(E)) received by Landlord during such period, (c) all Rent from time to time which accrues from and after the date of the award and less any Net Re-Letting Proceeds received by Landlord during such period, and (d) any other amounts necessary to compensate Landlord for all direct damages caused by Tenant’s failure to perform its obligations under this Lease to the extent such amounts are not included in the above. Landlord may bring suits for such amounts or portions thereof, at any time or times as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment.

Without limiting the generality of the introduction sentence of this Paragraph 23(B), an election by Landlord to terminate Tenant’s right to possession of all or any part of the Premises or exercise any one or more of its other rights and remedies, without terminating this Lease, shall not preclude a subsequent election by Landlord to terminate this Lease.

(C) Specific Performance, Collection of Rent and Acceleration. Landlord and Tenant shall each at all times have the rights and remedies (which shall be cumulative with each other) provided by applicable Law or this Lease, without prior demand or notice except as required by applicable Law or this Lease, including without limitation the right to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof.

(D) Interest. Any Rent paid after it is due shall accrue interest from the due date at the Default Rate, until payment is received by Landlord, except that the first late payment in any twelve (12) month period shall accrue interest from the date that is five (5) days after the date of Landlord’s notice to Tenant of such non-payment. Such interest payments and late charges shall not be deemed consent by Landlord to late payments, nor a waiver of Landlord’s right to insist upon timely payments at any time, nor a waiver of any remedies to which Landlord is entitled as a result of the late payment of Rent.

(E) Certain Definitions. “ Net Re-Letting Proceeds ” shall mean the total amount of rent and other consideration paid by any Replacement Tenants, less all Costs of Re-Letting, during a given period of time. “ Costs of Re-Letting ” shall include, without limitation, all costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Premises, brokerage commissions, advertising costs, reasonable attorneys’ fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives required to enter leases with Replacement Tenants, amortized with interest over the terms of the leases to such Replacement Tenants. “ Replacement Tenants ” shall mean any persons not affiliated with Landlord to whom Landlord re-lets the Premises or any portion thereof pursuant to this Article. “ Default Rate ” shall mean the lower of (i) the sum of (x) the rate per annum equal to the rate of interest announced from time to time by BankOne, N.A., or its successor, as its corporate prime or base rate of interest (such rate to change from time to time as and when such corporate prime or base rate changes) (the “ Prime Rate ”) plus (y) four percent (4%), or (ii) the highest rate permitted by applicable Law.

(F) Removal. Any and all property that may be removed from the Premises by Landlord pursuant to the authority of this Lease or at Law, to which Tenant is or may be entitled, may be handled, removed, or stored in a commercial warehouse or otherwise by Landlord (at Tenant’s risk, costs, and expense if Tenant was required but failed to remove the same from the Premises), and Landlord shall in no event be responsible for the value, preservation, or safekeeping of that property. Tenant shall pay to Landlord, upon demand, any and all expenses incurred for the removal or storage of any such property which Tenant was required but failed to remove as long as the same shall be in Landlord’s possession or under the Landlord’s control. Any property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the Term shall be conclusively presumed to have been abandoned by Tenant unless Tenant removes such items within ten (10) days after written demand therefor from Landlord.

(G) Landlord Action. If Tenant at any time fails to make any payment or perform any other act on its part required to be made or performed under this Lease, and, except in the case of an emergency, such failure shall not be remedied within twenty (20) days after notice thereof to Tenant, Landlord may, but shall not be obligated to, after reasonable notice to Tenant and without waiving or releasing Tenant from any obligation under this Lease, make such payment or perform such other act to the extent Landlord may deem desirable and in that connection pay reasonable expenses and employ counsel.

(H) Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, re-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the Costs of Re-Letting, second, to the payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

ARTICLE 24.

Landlord Default and Tenant Remedies; Untenantability; Tenant Offset

(A) Landlord Default and Tenant’s Remedies.

(i) If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease (other than pursuant to a right of cancellation or termination expressly set forth in this Lease) or to abate or offset against payment of Rent (other than a right of abatement or offset expressly set forth in this Lease) or to claim a partial or total eviction, Tenant shall not be entitled to exercise such right, unless such act or omission shall have continued unremedied for thirty (30) days after written notice thereof is given to Landlord and each Mortgagee or Ground Lessor notice of the name and address of which shall have been previously given to Tenant; provided that, if more than thirty (30) days are reasonably required to effect such remedy and Landlord or any such Mortgagee or Ground Lessor commences to remedy such act or omission within thirty (30) days after receipt of Tenant’s notice thereof, then such period shall be extended so long as Landlord or such Mortgagee or Ground Lessor are diligently prosecuting such remedy to completion. The aforementioned periods of time permitted for Landlord to cure shall be extended for any period of time during which Landlord or any Mortgagee or Ground Lessor is delayed in, or prevented from, curing due to Unavoidable Delays.

(ii) For purposes of this Lease, “ Unavoidable Delays ” shall mean delays or interruptions caused by strikes, lockouts, failure of power, restrictive governmental laws or regulations not in effect as of the date of execution of this Lease, condemnations, riots, insurrections, acts of terrorism, war, fire, or other casualty, acts of God, or other reasonably unforeseeable reasons not within the control of the party delayed in performing work or doing acts required under the terms of this Lease or its agents. Notwithstanding the foregoing, lack of money, financial inability, reasonably foreseeable governmental action or inaction or failure to order long-lead items sufficiently in advance of the time needed shall not be Unavoidable Delays. Whenever this Lease provides that a time or period shall be subject to extension for Unavoidable Delays, it shall be a condition of the right to claim an extension of time as a result of an Unavoidable Delay that the party seeking such extension shall notify the other party within five (5) days after such party has knowledge of the existence of the Unavoidable Delay(s) specifying the nature and (to the extent known) the estimated length thereof.

(B) Untenantability.

(i) If the Premises or any portion thereof become Untenantable and such Untenantability continues more than three (3) days (which three day period shall not be extended for Unavoidable Delays) after Tenant shall have given notice thereof to Landlord and any Mortgagee or Ground Lessor which is a party to an SNDA with Tenant, then Rent shall abate with respect to the Premises or such portion thereof commencing on the first Business Day after such three-day period, and such abatement shall continue for the duration of such Untenantability. Landlord agrees at all times to use diligent efforts to correct any Untenantability of the Premises.

(ii) If any period of Untenantability involving more than fifty percent (50%) of the Rentable Area of the Premises continues for more than 180 consecutive days (without, except as provided below, any extension for Unavoidable Delays) after Tenant shall have given notice thereof to Landlord and any Mortgagee or Ground Lessor which is a party to an SNDA with Tenant, Tenant shall have the right (during the period the Untenantability persists beyond the foregoing 180-day period), but exercisable only by written notice to Landlord within the fifteen (15) day period following said 180 consecutive day period, to terminate this Lease, which termination shall be effective upon receipt of such written notice; provided, however, if the remediation of such Untenantability requires work by Landlord which is not reasonably susceptible of being performed within such 180-day period then, if Landlord shall have commenced such remediation within such period and shall have diligently prosecuted such remediation, such 180-day period shall be extended for such additional period (beyond the initial 180-day period) as may be required for Landlord to remedy such Untenantability but not for more than sixty (60) days after such 180-day period.

(iii) For purposes of this Lease (including Article 10), “ Untenantable ” and “ Untenantability ” shall mean with respect to the Premises, or any portion thereof, that the same cannot reasonably be used by Tenant for the normal conduct of its business and in accordance with applicable Laws, and in fact is not being so used for any purpose other than storage, including by reason of (a) the condition of the Premises, or applicable portion thereof, (b) lack of access, electricity, HVAC, or other services, or

(c) any failure of the air quality in the Premises to meet applicable governmental standards; provided, however, Untenantability shall not arise (i) by reason of lack of access so long as elevator service is being provided by one or more of the passenger elevators, (ii) except for purposes of Article 10, if such circumstances are caused by any act or omission of Tenant, its employees, invitees, assignees, subtenants, contractors, or agents, or (iii) with respect to any portion of the Premises which, immediately prior to the event which would otherwise give rise to such Untenantability, was used for storage and which continues to be suitable for use for storage purposes, unless space which is located on the same floor and is adjacent to such portion of the Premises is also included in the Premises and is Untenantable. If the Untenantability of a portion of the Premises results in Tenant not being able to use a larger portion of the Premises, or the entire Premises, for the conduct of its business therein, then such larger portion or the entire Premises, as the case may be, shall be deemed to be “Untenantable.”

(iv) The provisions of Paragraph 24(B)(i) and (ii) shall not be applicable to any Untenantability by reason of damage by fire or other casualty or condemnation (and the same shall be governed by the provisions of Articles 10 and 12 hereof, respectively).

(C) Offset Rights. Tenant shall have the setoff rights provided for in Section 16 of the Workletter or in Article 4, and the same shall be binding upon any purchaser or transferee under Article 25 regardless of whether the same relate to matters occurring prior to such purchase or transfer.

(D) Rights Cumulative. The specific remedies provided to Tenant in this Lease shall be in addition to the rights and remedies available to Tenant at law or in equity, including without limitation the right to seek actual damages, declaratory, injunctive or other equitable relief to specifically enforce this Lease.

ARTICLE 25.

Conveyance by Landlord; Liability of Landlord

(A) Conveyance by Landlord. In the event of a sale or transfer of the Property by the Landlord hereunder (and nothing herein shall be construed to restrict or prevent such sale or transfer), (i) the purchaser or transferee shall thereupon be and become the Landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Lease required to be performed by the Landlord hereunder whether relating to a period or otherwise accruing before or after such sale or transfer (and the term “ Landlord ” shall be deemed to refer to such purchaser or transferee), and Tenant shall attorn to such purchaser or transferee, and (ii) the seller or transferor shall be discharged and released from, and shall not be liable for, all obligations of this lease required to be performed by the landlord hereunder whether relating to a period or otherwise accruing before or after such sale or transfer.

(B) Liability of Landlord. It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered (so long as any loan is to a lender that is not an Affiliate of Landlord), and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained in this Article shall apply equally to and inure to the benefit of the Landlord Protected Parties (as defined in Paragraph 11(b) above). Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“ Landlord’s Agent ”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

ARTICLE 26.

Waiver; Indemnification

(A) Tenant Waiver. To the extent permitted by Law, Tenant waives and releases the Landlord Protected Parties and Landlord’s contractors (but not, with respect to claims arising out of any act or omission prior to the Rent Commencement Date, Landlord’s Contractors) from all claims for damage to property sustained by Tenant relating to

(i) directly or indirectly, any act or omission of any Landlord Protected Parties and/or Landlord’s contractors;

(ii) the Building or Premises or any part of either or any equipment or appurtenance becoming out of repair; or

(iii) any accident in or about the Building or Premises; or

(iv) directly or indirectly, any act or omission of any tenant or occupant of the Building or of any other person.

(B) Landlord Waiver. To the extent permitted by Law, Landlord waives and releases the Tenant Protected Parties and Tenant’s contractors (but not, with respect to claims arising out of any act or omission prior to the Rent Commencement Date, Tenant’s Contractors) from all claims for damage to property sustained by Landlord relating to

(i) directly or indirectly, any act or omission of any Tenant Protected Parties and/or Tenant’s contractors;

(ii) the Building or Premises or any part of either or any equipment or appurtenance becoming out of repair; or

(iii) any accident in or about the Building or Premises; or

(iv) directly or indirectly, any act or omission of any tenant or occupant of the Building or of any other person.

(C) The foregoing Paragraphs (A) and (B) shall apply especially, but not exclusively, to damage caused by the flooding of basements or other subsurface areas, refrigerators, sprinkling devices, air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether the damage results from the act or omission of Landlord, Tenant, other tenants of the Building or of any other person, or whether the damage is caused by or resulted from any thing or circumstance above mentioned or referred to, or any other thing or circumstance, whether of a like or of a wholly different nature.

(D) Tenant’s Property. All property situated in the Building or the Premises and belonging to Tenant, its agents, contractors, employees, or invitees or any occupant of the Premises, shall be situated there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage, theft, misappropriation, or loss of that property.

(E) Landlord’s Property. All property situated in the Building or the Premises and belonging to Landlord, its agents, contractors, employees, or invitees or any occupant of the Building, shall be situated thereat the risk of Landlord or such other person only, and Tenant shall not be liable for damage, theft, misappropriation or loss of that property.

(F) Tenant Indemnity. To the extent permitted by Law and not covered by insurance, Tenant shall protect, defend, indemnify and hold harmless the Landlord Protected Parties from and against any and all claims asserted against any Landlord Protected Parties (including all liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees arising out of any such claim) for loss of life or damage or injury to person, property or business to the extent caused by or arising out of any violation of this Lease by, or other act or omission of, Tenant or of any other occupant of the Premises, or any of their respective agents, employees or contractors. Tenant’s obligations and liabilities pursuant to this Paragraph 26(F) shall survive the expiration or earlier termination of this Lease.

(G) Landlord Indemnity. To the extent permitted by Law and not covered by insurance, Landlord shall protect, defend, indemnify and hold harmless the Tenant and its agents, employees and contractors, members, shareholders, partners and invitees from and against any and all claim asserted against any such person (including all liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees arising out of any such claim) for loss of life or damage or injury to person, property or business to the extent caused by or arising out of any violation of this Lease by, or other act or omission of, Landlord or any Landlord Protected Parties or any of their respective agents, employees or contractors. Landlord’s obligations and liabilities pursuant to this Paragraph 26(G) shall survive the expiration or earlier termination of this Lease.

(H) Relationship to Article 4. Nothing in this Article 26 shall be deemed to limit any of the rights and obligations of Landlord and Tenant under Article 4, including any rights of Tenant under Article 4 to recover any losses, costs or damages thereunder, or any right of Landlord under Article 4 to receive an assignment of any insurance claims or insurance proceeds.

ARTICLE 27.

Safety and Security Devices, Services and Programs

The parties acknowledge that safety and security devices, services and programs provided by Landlord, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal (or malefactor), is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses, as further described in Article 11. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord and approved by Tenant, which approval will not be unreasonably withheld, or required by Law at Landlord’s expense (subject to inclusion in Operating Expenses to the extent permitted by Article 3 above), so long as such safety or security program is applied on a nondiscriminatory basis to all tenants of the Building.

ARTICLE 28.

Communications and Computer Lines

(A) Installation of Lines by Tenant. Tenant may install, maintain, replace, remove (subject to Article 13 hereof) or use communications and/or computer conduit, cabling and wiring (collectively, the “ Lines ”) at the Property serving the Premises, provided:

(i) such Lines are located solely within Landlord’s Telecommunications Infrastructure or the Premises,

(ii) any such installation, maintenance, replacement and removal shall be subject to the applicable provisions of Article 8, and shall not materially interfere with the use of any then existing Lines at the Property, and

(iii) if any Lines installed by Tenant require shielding in order to prevent such Lines from causing electromagnetic interference to any Lines installed by Landlord or any other person, Tenant shall install such shielding as shall be necessary to eliminate such interference.

Tenant shall remove any Lines installed by it which violate this Paragraph 28(A) or which are at any time in violation of any Laws or represent a dangerous or potentially dangerous condition, within thirty (30) days after written demand from Landlord.

(B) Landlord Supervision of Lines in Landlord’s Telecommunication Infrastructure. Landlord may reasonably direct, monitor and/or supervise the installation, maintenance, replacement and removal of, Lines in the Landlord’s Telecommunication Infrastructure (but Landlord shall have no right to monitor or control the information transmitted through such Lines). Such right shall not be in limitation of other rights that may be available to Landlord by Law or otherwise.

(C) Avoidance of Interference. Landlord shall not, and shall not suffer or permit any person to, install electrical risers or other equipment in such proximity to Landlord’s Telecommunications Infrastructure as results in electromagnetic interference with any of Tenant’s Lines therein. If any such electromagnetic interference shall arise, Landlord shall install such shielding as shall be necessary to eliminate it.

(D) Liability. Except to the extent arising from the negligence or intentional acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant’s use of any Lines will be free from, the following (collectively called “ Line Problems ”):

(i) any eavesdropping or wire-tapping by unauthorized parties,

(ii) any failure of any Lines to satisfy Tenant’s requirements, or

(iii) any shortages, failures, variations, interruptions, disconnections, loss or damage caused

(1)

by any act, omission or failure by any service provider,

(2)

by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the Property,

(3)

by any failure of the environmental conditions or the power supply for the Property to conform to any requirements for the Lines or any associated equipment, or

(4)

by any other problems associated with any Lines by any other cause.

Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

ARTICLE 29.

Hazardous Materials

(A) No Hazardous Materials. Landlord represents to Tenant that Landlord has never Handled any Hazardous Material in, on or under the Land in violation of Environmental Laws and that, to Landlord’s actual knowledge, except (i) to the extent, if any, disclosed in that certain Phase I Environmental Assessment prepared by Carlson Environmental, Inc., dated November 24, 1998, a copy of which Tenant acknowledges it has heretofore received from Landlord, and (ii) for a certain underground storage tank, which Landlord has removed from the Land in accordance with all Environmental Laws prior to the Commencement Date, no Hazardous Materials have been Handled in or upon the Land in violation of Environmental Laws.

All Base Building Work shall be constructed in a manner that does not incorporate therein any Hazardous Materials in excess of quantities permitted by applicable Environmental Laws (and Landlord agrees at its sole cost and expense to promptly remove any such Hazardous Materials so incorporated in such construction promptly after discovery thereof).

No Hazardous Materials shall be Handled upon, about, above or beneath the Premises or any portion of the Property by Tenant, its subtenants, or their respective contractors, clients, officers, directors, employees, or invitees (any such Hazardous Materials so handled being referred to as “ Tenant’s Hazardous Materials ”).

No Hazardous Materials shall be Handled upon, about, above or beneath the Premises or any portion of the Property by or on behalf of Landlord or its contractors, officers, directors, employees or invitees (but specifically excluding tenants or occupants of the Building) (any such Hazardous Materials so Handled being referred to as “ Landlord’s Hazardous Materials ”).

Notwithstanding the foregoing, (i) normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) and construction, operation and maintenance of leasehold improvements and trade fixtures, may be Handled at the Premises or the Building, and (ii) normal quantities of Landlord’s Hazardous Materials customarily used in the construction, operating and maintenance of office buildings may be Handled at the Property.

Landlord’s Hazardous Materials and Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws.

(B) “ Environmental Laws ” means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any Regulatory Authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment.

(C) “ Hazardous Materials ” means (a) any material or substance in excess of quantities permitted by applicable law: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof (except to the extent used in connection with emergency back-up generators in accordance with applicable law); (iii) containing polychlorinated biphenyls (PCB’s); (iv) containing asbestos; (v) which is radioactive; (vi) which is infectious; or (vii) which possesses inherently toxic, reactive, flammable or corrosive characteristics, to the extent any such items are or become regulated by Environmental Laws; or (b) materials which cause a nuisance upon or waste to the Premises or any portion of the Property.

(D) “ Handle ,” “ handle ,” “ Handled ,” “ handled ,” “ Handling ,” or “ handling ” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, transportation, or any other activity of any type in connection with or involving Hazardous Materials.

(E) “ Regulatory Authority ” shall mean any federal, state or local governmental agency, commission, board or political subdivision.

ARTICLE 30.

Intentionally Omitted

ARTICLE 31.

Notices

Except as expressly provided to the contrary in this Lease, every notice or other communication to be given by either party to the other with respect hereto or to the Premises or Property, shall be in writing and shall not be effective for any purpose unless the same shall be served (i) personally or (ii) by next business day delivery by a nationally recognized overnight courier service, in either case, to the parties as follows:

If to Tenant prior to the Mid-Rise Rent Commencement:

Hyatt Corporation

200 West Madison, 37th Floor

Chicago, Illinois 60606

Attn: General Counsel

with a copy to:

Hyatt Corporation

200 West Madison, 39th Floor

Chicago, Illinois 60606

Attn: Kirk Rose

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If to Tenant after the Mid-Rise Rent Commencement Date:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60602

Attention: General Counsel

with a copy to:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60602

Attention: Kirk Rose

If to Landlord before the Mid-Rise Rent Commencement Date:

FrankMon LLC

c/o Pritzker Realty Group, L.P.

200 West Madison Street, 37th Floor

Chicago, Illinois 60602

Attn: Penny Pritzker and J. Kevin Poorman

If to Landlord after the Mid-Rise Rent Commencement Date:

FrankMon LLC

c/o Pritzker Realty Group, L.P.

71 South Wacker Drive

Chicago, Illinois 60602

Attn: Penny Pritzker and J. Kevin Poorman

at all times with a copy to:

Katten Muchin Zavis Rosenman

525 West Monroe Street

Chicago, Illinois 60661-3693

Attn: Seth R. Madorsky, Esq.

Tenant and Landlord may from time to time, by notice given pursuant to this Article, designate a successor or additional address or addresses to which notices and other communications shall be sent. Tenant also may be required, whenever an SNDA is in effect, to provide notices and other communications to the Mortgagee or Ground Lessor thereunder to the extent therein provided. Every notice or other communication hereunder shall be deemed to have been given as of the delivery date, unless receipt thereof failed to occur by reason of refusal of the addressee to accept the same or change of address of the addressee for which no prior notice was given to the sender (in either such event notice shall be deemed given on the date appropriately sent). Notices not sent in accordance with the foregoing shall be of no force or effect until received by the addressee at the addresses required herein.

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ARTICLE 32.

Real Estate Brokers

Each of Landlord and Tenant represents to the other that it has dealt only with J. F. McKinney & Associates (“ Landlord’s Broker ”) as a broker, agent, finder or consultant in connection with this Lease, and that insofar as each party knows, no broker, agent, finder or consultant other than Landlord’s Broker has participated in the procurement of Tenant or in the negotiation of this Lease or is entitled to any commission in connection therewith. Landlord shall pay to Landlord’s Broker all amounts, if any, owing to Landlord’s Broker in respect of this Lease pursuant to a separate commission agreement between Landlord and Landlord’s Broker. Each of Landlord and Tenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any breach of the foregoing representations and covenants.

ARTICLE 33.

Covenant of Quiet Enjoyment

Landlord covenants and agrees that Tenant, on paying the Net Rent and other Rent herein reserved and on keeping, observing and performing all of the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Term of this Lease, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof, free from hindrance or disturbance by Landlord or any person claiming by, through or under Landlord. The loss or reduction of Tenant’s light, air or view will not be deemed a disturbance of Tenant’s occupancy of the Premises nor will it affect Tenant’s obligations under this Lease or create any liability of Landlord to Tenant, provided, however, that Landlord shall not cover or brick up any windows of the Premises.

ARTICLE 34.

Captions and Severability

The captions, headings and arrangements of the Articles and Paragraphs of this Lease are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation. If any term or provision of this Lease shall be found invalid, void, illegal, or unenforceable with respect to any particular person or circumstance by a court of competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions hereof, or its enforceability with respect to any other person or circumstance, the parties hereto agreeing that they would have entered into the remaining portion of this Lease notwithstanding the omission of the portion or portions adjudged invalid, void, illegal, or unenforceable with respect to such person or circumstance.

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ARTICLE 35.

Expansion, Right of First Offer, Renewal, Contraction and Mandatory Surrender

(A) Expansion Premises; Expiration Dates; Expansion Floors; Expansion Allowance.

(i) The term “ Expansion Premises ” shall mean, either individually or collectively, as the context requires, the First Expansion Premises, the Second Expansion Premises and the Third Expansion Premises.

(ii) The term “First Expansion Premises” shall mean the space designated by Tenant, in its First Expansion Notice, from between the options set forth in clauses (a) and (b) immediately below:

(a)

either (i) the entire 17th floor of the Building, consisting of 31,495 square feet of Rentable Area (the “ 17th Floor Space ”), or (ii) the entire portion of the 22nd floor of the Building allocated for office use, consisting of 16,248 square feet of Rentable Area (the “ 22nd Floor Space ”), or

(b)

the 17th Floor Space and the 22nd Floor Space together.

(iii) The term “ Second Expansion Premises ” shall mean the entire 18th floor of the Building, consisting of 31,511 square feet of Rentable Area.

(iv) The term “ Third Expansion Premises ” shall mean the entire 19th floor of the Building, consisting of 31,511 square feet of Rentable Area.

(v) The term “ First Renewal Term Expiration Date ” shall mean the fifth anniversary of the Initial Term Expiration Date and the term “ Second Renewal Term Expiration Date ” shall mean the fifth anniversary of the First Renewal Term Expiration Date.

(vi) The term “ Expansion Floor ” shall mean, individually and collectively, the floors of the Building on which the Expansion Premises are located.

(vii) The term “ Expansion Allowance ” shall mean, with respect to each Expansion Premises, the amount equal to (x) the product of (i) $62 per square foot of Rentable Area in the applicable Expansion Premises, and (ii) a fraction, the numerator of which is the number of full calendar months remaining in the Initial Term hereof (without regard to any extension or renewal thereof) following the applicable Expansion Option Rent Commencement Date and the denominator of which is 180, minus (y) the cost, as reasonably estimated by Landlord and its general contractor, of the usable tenant improvements that have been installed in the applicable Expansion Premises, including, without limitation, improvements such as raised floors and ceiling systems.

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(viii) The term “ Expansion Option ” shall mean, individually and collectively, the First Expansion Option, the Second Expansion Option, the Third Expansion Option, and the 46 ^th Floor Replacement Option.

(ix) The term “ Expansion Option Rent Commencement Date ” shall mean, individually and collectively, the First Expansion Option Rent Commencement Date, the Second Expansion Option Rent Commencement Date, the Third Expansion Option Rent Commencement Date, and the 46 ^th Floor Replacement Option Rent Commencement Date.

(B) First Expansion Option. If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ First Expansion Option ”) to expand the Premises to include the First Expansion Premises upon the following terms and conditions:

(i) The term “ First Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the 30th day following Landlord’s receipt of the First Expansion Notice, as the date on which Landlord intends to deliver the First Expansion Premises to Tenant, which date shall be any date no earlier than the 5th anniversary of the High-Rise Rent Commencement Date and no later than the 6th anniversary of the High-Rise Rent Commencement Date. Landlord’s notice shall be irrevocable and shall relate to the entire First Expansion Premises.

(ii) Tenant shall exercise the First Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ First Expansion Notice ”) on or before the date that is the later to occur of (x) the 270th day preceding the 5th anniversary of the High-Rise Rent Commencement Date, and (y) the thirtieth (30 ^th ) day following the date on which Tenant receives written notice from Landlord (which notice may serve as the MB 46 ^th Floor Option Notice) stating whether or not Mayer Brown shall have exercised or irrevocably waived the MB 46 ^th Floor Expansion Right. Tenant shall designate in such First Expansion Notice its selection of the space to be included in such First Expansion Premises from and among the two (2) options set forth in Paragraph 35(A)(ii) above. If Tenant fails to deliver the First Expansion Notice by such date, Tenant shall be deemed to have waived its First Expansion Option.

(iii) If Tenant timely exercises the First Expansion Option, then (i) on the First Expansion Option Scheduled Delivery Date, Landlord shall deliver the First Expansion Premises to Tenant with all Base Building Work therein complete and otherwise in “as-is” condition, and (ii) the First Expansion Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the First Expansion Premises shall expire on the Initial Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

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(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the First Expansion Premises, shall commence to be payable on the date (the “ First Expansion Option Rent Commencement Date ”) which is the earlier of:

(a)

the date which is one hundred twenty (120) days after the later of (x) the date on which Landlord actually tenders possession of the First Expansion Premises to Tenant in the condition required by this Paragraph 35(B)(iii), and (y) the First Expansion Option Scheduled Delivery Date, and

(b)

the date Tenant commences to conduct ordinary business in the First Expansion Premises,

provided, however, that the First Expansion Option Rent Commencement Date shall be determined separately with respect to any portion of the First Expansion Premises that has been previously leased to Tenant for a term expiring immediately prior to the First Expansion Option Scheduled Delivery Date and, with respect to such portion, the aforesaid period of 120 days shall be disregarded.

(3)

The amount of Net Rent per square foot of Rentable Area with respect to the First Expansion Premises shall be equal to that applicable to the Mid - Rise Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the First Expansion Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the First Expansion Premises, effective as of the First Expansion Option Rent Commencement Date; and

(6)

Landlord shall pay to Tenant the Expansion Allowance. The Expansion Allowance shall be used and disbursed in accordance with the provisions and procedures set forth in the Workletter; provided, however, that Tenant shall have the right to apply all or any portion of the Expansion Allowance as a credit against the Rent hereunder.

Following exercise by Tenant of the First Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the First Expansion Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the First Expansion Premises.

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(iv) Landlord may lease the First Expansion Premises, or portions thereof, from time to time to third parties so long as such space is scheduled to be available to be leased to Tenant pursuant to Tenant’s First Expansion Option. So long as Landlord has not granted any person rights which conflict with Tenant’s First Expansion Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the First Expansion Premises to Tenant on the First Expansion Option Scheduled Delivery Date due solely to the failure of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Expansion Premises in the condition required by Paragraph 35(B)(iii) by the date which is the 90th day after the First Expansion Option Scheduled Delivery Date (as such date is extended by Unavoidable Delays), Tenant shall have the option either, at it elects (a) by notice to Landlord given at any time prior to the delivery to Tenant of the First Expansion Premises in the condition required by Paragraph 35(B)(iii), to rescind its previous exercise of the First Expansion Option, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s First Expansion Option) and shall have no further obligation to deliver the First Expansion Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, comparable in size to the First Expansion Premises. Landlord will use commercially reasonable efforts to regain possession of the Expansion Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

(v) The term “ Goldman Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and The Goldman Sachs Group, Inc. (“ Goldman Sachs ”), as originally entered into. The term “ Mayer Brown Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and Mayer Brown Rowe & Maw (“ Mayer Brown ”) as originally entered into.

(C) Second Expansion Option. If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ Second Expansion Option ”) to expand the Premises to include the Second Expansion Premises upon the following terms and conditions:

(i) The term “ Second Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the 30th day following Landlord’s receipt of the Second Expansion Notice, as the date on which Landlord intends to deliver the Second Expansion Premises to Tenant, which date shall be any date no earlier than the 7th anniversary of the Mid-Rise Rent Commencement Date and no later than the 8th anniversary of the Mid-Rise Rent Commencement Date. Landlord’s notice shall be irrevocable and shall relate to the entire Second Expansion Premises.

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(ii) Tenant shall exercise the Second Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ Second Expansion Notice ”) on or before the 540th day preceding the 7th anniversary of the Mid-Rise Rent Commencement Date. If Tenant fails to deliver the Second Expansion Notice by such date, Tenant shall be deemed to have waived its Second Expansion Option.

(iii) If Tenant timely exercises the Second Expansion Option, then (i) on the Second Expansion Option Scheduled Delivery Date, Landlord shall deliver the Second Expansion Premises to Tenant with all Base Building Work therein complete and otherwise in “as-is” condition, and (ii) the Second Expansion Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the Second Expansion Premises shall expire on the Initial Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the Second Expansion Premises, shall commence to be payable on the date (the “ Second Expansion Option Rent Commencement Date ”) which is the earlier of:

(a)

the date which is one hundred twenty (120) days after the later of (x) the date on which Landlord actually tenders possession of the Second Expansion Premises to Tenant in the condition required by this Paragraph 35(C)(iii), and (y) the Second Expansion Option Scheduled Delivery Date, and

(b)

the date Tenant commences to conduct ordinary business in the Second Expansion Premises,

provided, however, that the Second Expansion Option Rent Commencement Date shall be determined separately with respect to any portion of the Second Expansion Premises that has been previously leased to Tenant for a term expiring immediately prior to the Second Expansion Option Scheduled Delivery Date and, with respect to such portion, the aforesaid period of 120 days shall be disregarded.

(3)

The amount of Net Rent per square foot of Rentable Area with respect to the Second Expansion Premises shall be equal to that applicable to the Mid-Rise Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

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(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Second Expansion Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Second Expansion Premises, effective as of the Second Expansion Option Rent Commencement Date; and

(6)

Following exercise by Tenant of the Second Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the Second Expansion Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the Second Expansion Premises.

(iv) Landlord may lease the Second Expansion Premises, or portions thereof, from time to time to third parties so long as such space is scheduled to be available to be leased to Tenant pursuant to Tenant’s Second Expansion Option. So long as Landlord has not granted any person rights which conflict with Tenant’s Second Expansion Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the Second Expansion Premises to Tenant on the Second Expansion Option Scheduled Delivery Date due solely to the failure of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Second Expansion Premises in the condition required by Paragraph 35(C)(iii) by the date which is the 90th day after the Second Expansion Option Scheduled Delivery Date (as such date is extended by Unavoidable Delays), Tenant shall have the option either, at it elects (a) by notice to Landlord given at any time prior to the delivery to Tenant of the Second Expansion Premises in the condition required by Paragraph 35(C)(iii), to rescind its previous exercise of the Second Expansion Option, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s Second Expansion Option) and shall have no further obligation to deliver the Second Expansion Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, comparable in size to the Second Expansion Premises. Landlord will use commercially reasonable efforts to regain possession of the Second Expansion Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

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(D) Third Expansion Option. If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ Third Expansion Option ”) to expand the Premises to include the Third Expansion Premises upon the following terms and conditions:

(i) The term “ Third Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the 30th day following Landlord’s receipt of the Third Expansion Notice, as the date on which Landlord intends to deliver the Third Expansion Premises to Tenant, which date shall be any date no earlier than the 10th anniversary of the Mid-Rise Rent Commencement Date and no later than the 11th anniversary of the Mid-Rise Rent Commencement Date. Landlord’s notice shall be irrevocable and shall relate to the entire Third Expansion Premises.

(ii) Tenant shall exercise the Third Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ Third Expansion Notice ”) on or before the 540th day preceding the 10th anniversary of the Mid-Rise Rent Commencement Date. If Tenant fails to deliver the Third Expansion Notice by such date, Tenant shall be deemed to have waived its Third Expansion Option.

(iii) If Tenant timely exercises the Third Expansion Option, then (i) on the Third Expansion Option Scheduled Delivery Date, Landlord shall deliver the Third Expansion Premises to Tenant with all Base Building Work therein complete and otherwise in “as-is” condition, and (ii) the Third Expansion Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the Third Expansion Premises shall expire on the Initial Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the Third Expansion Premises, shall commence to be payable on the date (the “ Third Expansion Option Rent Commencement Date ”) which is the earlier of:

(a)

the date which is one hundred twenty (120) days after the later of (x) the date on which Landlord actually tenders possession of the Third Expansion Premises to Tenant in the condition required by this Paragraph 35(D)(iii), and (y) the Third Expansion Option Scheduled Delivery Date, and

(b)

the date Tenant commences to conduct ordinary business in the Third Expansion Premises,

provided, however, that the Third Expansion Option Rent Commencement Date shall be determined separately with respect to any portion of the Third Expansion Premises that has been previously leased to Tenant for a term expiring immediately prior to the Third Expansion Option Scheduled Delivery Date and, with respect to such portion, the aforesaid period of 120 days shall be disregarded.

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(3)

The amount of Net Rent per square foot of Rentable Area with respect to the Third Expansion Premises shall be equal to that applicable to the Mid-Rise Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Third Expansion Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Third Expansion Premises, effective as of the Third Expansion Option Rent Commencement Date; and

(6)

Following exercise by Tenant of the Third Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the Third Expansion Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the Third Expansion Premises.

(iv) Landlord may lease the Third Expansion Premises, or portions thereof, from time to time to third parties so long as such space is scheduled to be available to be leased to Tenant pursuant to Tenant’s Third Expansion Option. So long as Landlord has not granted any person rights which conflict with Tenant’s Third Expansion Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the Third Expansion Premises to Tenant on the Third Expansion Option Scheduled Delivery Date due solely to the failure of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Expansion Premises in the condition required by Paragraph 35(D)(iii) by the date which is the 90th day after the Third Expansion Option Scheduled Delivery Date (as such date is extended by Unavoidable Delays), Tenant shall have the option either, at it elects (a) by notice to Landlord given at any time prior to the delivery to Tenant of the Third Expansion Premises in the condition required by Paragraph 35(D)(iii), to rescind its previous exercise of the Third Expansion Option, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s Third Expansion Option) and shall have no

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further obligation to deliver the Third Expansion Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, comparable in size to the Third Expansion Premises. Landlord will use commercially reasonable efforts to regain possession of the Third Expansion Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

(E) Tenant’s Right of First Offer.

(i) If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining term (excluding subleases pursuant to Paragraph 21(C)), (iii) neither Tenant’s First Renewal Option nor Tenant’s Third Renewal Option shall have lapsed without exercise, and (iv) neither this Lease nor Tenant’s right of possession of the Premises shall have been terminated and this Lease shall then be in full force and effect, then Landlord shall not lease any space on any of the 3rd through 27th floors of the Building (including by way of renewal, extension or expansion) to any person other than pursuant to:

(1)

(a) the initial lease of such space; and (b) except with respect to space located on an Expansion Floor, any renewal or extension of the initial lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such initial lease as originally entered into (it being understood that if such space is located on an Expansion Floor, then any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(2)

(a) any lease of such space effected pursuant to Paragraph 35(E)(vi); and (b) except with respect to space located on an Expansion Floor, any renewal or extension of such lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such lease as originally entered into (it being understood that if such space is located on an Expansion Floor, then any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(3)

any Permitted Expansion of any lease entered into pursuant to subparagraphs 1 or 2 above;

(4)

except with respect to space located on an Expansion Floor, any lease of such space effected pursuant to the exercise by the tenant thereunder of any expansion right or option (which phrase, as used in this Paragraph 35(E), shall include any firm option, right of refusal or right of offer) set forth in the Goldman Sachs Lease as originally entered

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into or in the Mayer Brown Lease as originally entered into (“ Permitted Superior Expansion Rights ”) (it being understood that (1) if such space is located on an Expansion Floor, then any such expansion right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E) and (2) except for the Permitted Superior Expansion Rights and the Permitted Expansions referred to in Paragraph 35(E)(i)(3) above, all expansion rights and options now or hereafter granted to any person shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(5)

(a) any lease for a term commencing after the 22nd anniversary of the Rent Commencement Date; or (b) any lease entered into after the lapse without exercise of the First Renewal Option or after the lapse with exercise of the Second Renewal Option (or in either case, if a Renewal Option shall have been exercised, then after Tenant elects to rescind such exercise as provided in Paragraphs 35(F) and 35(G));

(6)

any lease of the Fitness Center or the Cafeteria to any operator, licensee or concessionaire thereof;

(7)

any lease on the ground floor lobby level of the Building; and

(8)

any lease of premises to Tenant.

Landlord represents and warrants to Tenant that attached hereto as Exhibit PSER is a true and complete copy of provisions of the Mayer Brown Lease and the Goldman Sachs Lease containing the Permitted Superior Expansion Rights, excluding the portion of such provisions setting forth the rent payable thereunder.

The term “ Permitted Expansion ” means the leasing by any tenant of the Building of additional space in the Building, pursuant to the exercise by such tenant of any expansion right or option contained in such tenant’s lease as originally entered into, provided such additional space (i) is contiguous to, and on the same floor as, the premises demised by such lease as originally entered into, and (ii) is no larger than 25% of the premises demised by such lease as originally entered into.

(ii) Landlord may, from time to time, give one or more Offer Notices. The term “ Offer Notice ” shall mean a notice:

(1)

referring to this Paragraph 35(E);

(2)

describing the premises to which it relates (the “ Offer Space ”) and, if the Offer Space includes a portion less than all of the rentable area of any floor, including a floor plan of such floor with such portion hatched;

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(3)

setting forth the date (which shall be a single date and shall be no earlier than 30 days after and no later than (a) 547 days after the date of such Offer Notice, if the Offer Space includes three or fewer full floors of the Building, or (b) otherwise, 912 days after the date of such Offer Notice) on which, if Tenant exercises its right pursuant to this Paragraph 35(E) to lease such Offer Space, Landlord reasonably believes, on the basis of written agreements then in effect, that it will be able to deliver to Tenant vacant possession thereof (the “ Scheduled Offer Space Delivery Date ”);

(4)

setting forth Landlord’s good faith opinion of the Fair Market Rental Value of the Offer Space; and

(5)

if all or any portion of such Offer Space is not located on a Senior ROFO Floor and is subject to a Permitted Superior Expansion Right, so stating and identifying the lease containing such Permitted Superior Expansion Right [(which shall be either the Goldman Sachs Lease or the Mayer Brown Lease)], and setting forth (i) the portion of such Offer Space subject thereto (including, if less than all of such Offer Space on a floor, a floor plan showing the same), and (ii) the date on which Landlord is required, if such Permitted Superior Expansion Right is exercised, to deliver such portion of such Offer Space to the holder of such Superior Expansion Right (the “ Permitted Superior Expansion Right Delivery Date ”).

Each Offer Notice shall constitute a representation by Landlord that all leases covering any of such Offer Space have expired or been terminated or, pursuant to the terms thereof or other written agreements then in effect, will expire or terminate with respect to such Offer Space on or prior to the Scheduled Offer Space Delivery Date set forth in such Offer Notice.

If pursuant to the provisions of any other lease (a “ Recapture Provision ”) Landlord shall become entitled to recapture any space in the Building in connection with a proposed assignment or sublease (a “ Recapture Space ”), Landlord shall, within five (5) Business Days of its receipt of the notice from the other tenant entitling Landlord to recapture, give to Tenant an Offer Notice with respect to such space. Such Offer Notice (a “ Recapture Offer Notice ”) shall, in addition to the information required by the foregoing provisions of this Paragraph 35(E)(ii) to be included therein, set forth (a) that it relates to space which Landlord is entitled to recapture, (b) the last day on which Landlord is permitted by the terms of the applicable lease to exercise such recapture right (the “ Landlord’s Exercise Deadline Date ”), (c) a schedule of the net base rent that such other tenant is obligated to pay for such Recapture Space (the “ Recapture Space Rent Schedule ”), and (d) the date on which the then-committed term of such lease shall expire with respect to the Recapture Space (the “ Recapture Space Expiration Date ”) and be accompanied by a copy of the provisions of such other lease establishing the Recapture Space Rent Schedule and the Recapture Space Expiration Date. No Offer Notice shall include Recapture Space and any space which is not Recapture Space. Landlord shall not waive or amend any lease so as to eliminate any Recapture Provision.

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(iii) Tenant shall have the right, by notice to Landlord given within twenty (20) Business Days of its receipt of any Offer Notice (an “ Acceptance Notice ”), to lease all or any portion of the Offer Space covered by such Offer Notice; provided, however, that

(1)

if Tenant elects to lease and include in its Acceptance Notice any of such Offer Space on any floor of the Building, then Tenant shall be obligated to lease and include in such Acceptance Notice all of such Offer Space on such floor of the Building;

(2)

if the Offer Space includes a block of two or more contiguous full floors (an “ Offer Space Block ”), then

(i)

the term “ M ” shall mean the number of contiguous full floors in the block, and the term “ N ” shall mean the number of contiguous full floors which Tenant desires to lease and include in its Acceptance Notice, and

(ii)

if N is less than M, then the term “ Lower N Block ” shall be the block of N contiguous full floors within such Offer Space Block containing the lowest full floor thereof (or if N is one, just such lowest full floor) and the term “ Upper N Block ” shall be the block of N contiguous full floors within such Offer Space Block containing the highest full floor thereof (or if N is one, just such highest full floor), and

(F)

if only one of the N Blocks is contiguous to the Premises, Tenant shall lease and include in its Acceptance Notice, such N Block,

(G)

if both of such N Blocks are contiguous to the Premises, Tenant shall lease and include in its Acceptance Notice, either of such N Blocks (as Tenant shall elect), and

(H)

if neither N Block is contiguous to the Premises, Tenant shall lease and include in its Acceptance Notice either of such N Blocks (as Tenant shall elect) and Landlord shall have the right in any case under this clause (C), by notice to Landlord given within thirty (30) days of such Acceptance Notice, to substitute the other N Block therefor,

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(1)

in case of any Recapture Offer Notice, the Acceptance Notice (herein, a “ Recapture Acceptance Notice ”)

(a)

must be given, if at all, no later than the earlier of (i) the date provided for above in this Paragraph 35(E)(iii), or (ii) the second (2nd) Business Day prior to Landlord’s Exercise Deadline Date set forth in such Recapture Offer Notice; and

(b)

must include all of such Offer Space;

(2)

if Tenant shall give such any Acceptance Notice later than 1095 days before the Initial Term Expiration Date and Tenant shall not have theretofore given (and waived (or been deemed to have waived) its right to rescind) the First Renewal Notice then such Acceptance Notice shall not be valid unless accompanied or preceded by a Renewal Commitment Notice for the First Renewal Period; and

(3)

if Tenant shall give any such Acceptance Notice later than 1095 days before the fifth anniversary of the Initial Term Expiration Date and Tenant shall not have theretofore given (and waived (or been deemed to have waived) its right to rescind) the Second Renewal Notice then such Acceptance Notice shall not be valid unless accompanied or preceded by a Renewal Commitment Notice for the Second Renewal Period.

The space as to which Tenant timely gives an Acceptance Notice is herein called an “ Accepted Offer Space .” Tenant shall, in its Acceptance Notice, state whether it agrees with Landlord’s estimate of the Fair Market Rental Value set forth in Landlord’s Offer Notice and, if not, Tenant shall include in its Acceptance Notice a statement of Tenant’s good faith opinion of the Fair Market Rental Value of the Accepted Offer Space.

(ii) If Tenant timely gives an Acceptance Notice then (i) on the Scheduled Offer Space Delivery Date, Landlord shall deliver the Accepted Offer Space to Tenant with all Base Building Work therein complete, ordinary wear and tear excepted, and otherwise in “as-is” condition (except that in the case of a Recapture Acceptance, such Accepted Offer Space shall be delivered in “as-is” condition), and (ii) the Accepted Offer Space shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the Accepted Offer Premises shall expire on the Initial Term Expiration Date, and the Accepted Offer Premises shall be subject to Paragraphs 35(F) and (G); provided, however, that

(a)

if prior to the giving of such Acceptance Notice, the First Renewal Notice shall have been given then the term of the letting of such Accepted Offer Space shall expire on the First Renewal Term Expiration Date, and the Accepted Offer Space shall be subject to Paragraph 35(G), provided, however, that if such First Renewal Notice shall have been or shall thereafter be rescinded pursuant to Paragraph 35(F)(iii) this clause (a) shall be disregarded;

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(b)

if prior to the giving of such Acceptance Notice, the Second Renewal Notice shall have been given then the term of the letting of such Accepted Offer Space shall expire on the Second Renewal Term Expiration Date, provided, however, that if such Second Renewal Notice shall have been or shall thereafter be rescinded pursuant to Paragraph 35(G)(iii) this clause (b) shall be disregarded;

(c)

if such Accepted Offer Space or any portion thereof shall be subject to a Permitted Superior Expansion Right (and Landlord shall have so stated in its Offer Notice), then the term of the letting with respect to such Accepted Offer Space or portion thereof shall expire on the earlier of (a) the day provided by the foregoing provisions of this Paragraph 35(E)(iv)(1), and (b) the day preceding the Landlord Permitted Superior Expansion Right Delivery Date;

(d)

if such Accepted Offer Space or any portion thereof shall be located on a floor(s) on which Expansion Premises are located and, at the time of Tenant’s giving of the Acceptance Notice with respect thereto, the Expansion Option applicable to such Expansion Premises shall not have lapsed without exercise, then the term of the letting with respect to such Accepted Offer Space or portion thereof shall expire on the earlier of (a) the date provided by the foregoing provisions of this Paragraph 35(E)(iv)(1), and (b) the day preceding the applicable Expansion Option Scheduled Delivery Date; and,

(iii)

if Tenant timely exercises the applicable Expansion Option, then on the earlier of (a) the date provided by the foregoing provisions of this Paragraph 35(E)(iv)(1), and (b) the day preceding the applicable Expansion Option Scheduled Delivery Date, and

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(iv)

otherwise, on the date otherwise provided by the foregoing provisions of this Paragraph 35(E)(iv)(1); and

(a)

if Landlord shall have given a Recapture Offer Notice setting forth a Recapture Space Expiration Date that is later than the date on which (in the absence of this clause (e)) the term of the letting of such Accepted Offer Premises would expire pursuant to the foregoing provisions of this Section 35(E)(iv)(1), (any such Accepted Offer Premises being herein referred to as “ Long Term Recapture Space ”), the term of the letting of the Accepted Offer Space shall expire on such Recapture Space Expiration Date so set forth (the date of such expiration being herein referred to as the “ Long Term Recapture Space Expiration Date ”).

(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses with respect to such Accepted Offer Space shall commence to be payable on the earlier of (such earlier date being herein called the “ Offer Space Rent Commencement Date ”):

(a)

the date which is one hundred twenty (120) days after the later of (i) the date on which Landlord actually tenders possession of the Accepted Offer Space to Tenant in the condition required by this Paragraph 35(E)(iv)), and (ii) the Scheduled Offer Space Delivery Date; or

(b)

the date Tenant commences to conduct ordinary business in the Offer Space;

(3)

The amount of Net Rent with respect to the Offer Space shall be equal to:

(a)

except in a case of a Recapture Acceptance Notice, (x) if Tenant in its Acceptance Notice shall have agreed with Landlord’s estimate of the Fair Market Rental Value set forth in the Offer Notice, such Fair Market Rental Value so set forth, (y) otherwise, the Fair Market Rental Value of the Accepted Offer Space as determined pursuant to Paragraph 35(E)(viii); and

(b)

in the case of a Recapture Acceptance Notice, then the greater of (x) the Fair Market Rental Value of the Accepted Offer Space, determined either by Tenant having agreed in its Recapture Acceptance Notice with Landlord’s estimate of the Fair Market Rental Value set forth in the Offer Notice or determined pursuant to Paragraph 35(E)(viii), and (y) that provided by the Recapture Space Rent Schedule.

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(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Offer Space; and

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Accepted Offer Space, effective as of the Accepted Offer Space Rent Commencement Date.

Following the giving by Tenant of an Acceptance Notice and the determination of the Net Rent with respect to the Accepted Offer Space covered thereby, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the Accepted Offer Space pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the Accepted Offer Space.

(v) So long as, when Tenant gives an Offer Notice, it is entitled, on the basis of written agreements then in effect, to possession of the Offer Space no later than the Scheduled Offer Space Delivery Date set forth therein, Landlord shall not be deemed to be in default under this Lease if it is unable to deliver any Accepted Offer Space on such Scheduled Offer Space Delivery Date due solely to the failure of such tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of any Accepted Offer Space in the condition required by Paragraph 35(E)(iv) by the 90th day after the Scheduled Offer Space Delivery Date, Tenant shall have the option, by written notice to Landlord given at any time prior to the delivery to Tenant of the Accepted Offer Space in the condition required by Paragraph 35(E)(iv), to rescind its Acceptance Notice, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if the representation set forth in the penultimate paragraph of Paragraph 35(E)(ii) shall have been breached). Landlord will use commercially reasonable efforts to regain possession of such Accepted Offer Space as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

(vi) (1) If in response to any Offer Notice Tenant shall fail timely to deliver an Acceptance Notice (or the same shall be rescinded pursuant to Paragraph 35(E)(v)) then Landlord shall be permitted to lease all or any portion of the Offer Space covered by such Offer Notice to any person or persons for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice (and otherwise on such terms as Landlord shall determine in its discretion (subject to Tenant’s rights under this Paragraph 35(E) with respect to renewals, extensions and expansions and Tenant’s rights under Paragraphs 35(B), (C) and (D) if applicable)); provided, however, that immediately subsequent to the original entering into of any such lease the space covered thereby shall again become subject to this Article such that Landlord shall not (except as permitted by the other provisions of Paragraph 35(E)(i), if and to the extent applicable) subsequently lease such space except pursuant to this Paragraph 35(E)(vi) based upon a subsequent Offer Notice given to Tenant with respect thereto.

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(1)

If in response to any Offer Notice Tenant shall timely deliver an Acceptance Notice with respect to less than all of the Offer Space covered by such Offer Notice then Landlord shall be permitted to lease all or any portion of the balance of such Offer Space converted by such Offer Notice to any person or persons for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice (and otherwise on such terms as Landlord shall determine in its discretion (subject to Tenant’s rights under this Article 35(E) with respect to renewals, extensions and expansions and Tenant’s rights under Paragraphs 35(B), (C) and (D) if applicable)); provided, however, that immediately subsequent to the original entering into of any such lease the space covered thereby shall again become subject to this Article such that Landlord shall not (except as permitted by the other provisions of Paragraph 35(E)(i), if and to the extent applicable) subsequently lease such space except pursuant to this Paragraph 35(E)(vi) based upon a subsequent Offer Notice given to Tenant with respect thereto.

(vii) The term “ Fair Market Rental Value ” of any Accepted Offer Space shall mean the fair market amount of net base rent, expressed in dollars and cents per square foot of Rentable Area of the Accepted Offer Space (i.e. exclusive of Taxes, Net Shared Facilities Costs and Operating Expenses) (fixed or with specified percentage increases at specified intervals), under a lease for a term commencing on the applicable Scheduled Offer Space Delivery Date and ending on a date which is the later to occur of (a) the tenth (10) anniversary of the Scheduled Offer Space Delivery Date, and (b) the date provided for in Paragraph 35(E)(iv) for the expiration of the term of the letting of such Accepted Offer Space, and otherwise on the terms and conditions of this Lease to be applicable to such Accepted Offer Space, determined as if the Accepted Offer Space were then available in the then rental market and assuming

(1)

that Landlord has a reasonable time to locate a tenant; and

(2)

that neither Landlord not such tenant is under any compulsion to rent.

If and to the extent that any arbitrator or other person determining the Fair Market Rental Value refers to or considers any transaction in which the landlord provided free rent or a tenant improvement allowance or any work to prepare the premises for the tenant’s occupancy or any lease takeover or any other concession (all of the foregoing being herein called a “ Leasing Concession ”), then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted downward by subtracting the product of 12 multiplied by the amount which, if taken monthly over the term of such transaction, would have a net present value (using such interest rate as the arbitrator or other person applying this paragraph believes to be appropriate considering market practices) as of the commencement of such transaction equal to the amount of such Leasing Concession.

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(viii) If (a) in Tenant’s Acceptance Notice Tenant shall have stated that it does not agree with Landlord’s estimate of the Fair Market Rental Value set forth in Landlord’s Offer Notice and shall have included therein a statement of Tenant’s good faith opinion of the Fair Market Rental Value of the Accepted Offer Space, and (b) the parties are unable to agree on the Fair Market Rental Value within thirty (30) days after the giving of Tenant’s Acceptance Notice (the “ Accepted Offer Space Negotiation Period ”), then (x) Landlord and Tenant nonetheless shall be bound to the leasing of the Accepted Offer Space pursuant to this Paragraph 35(E), and (y) the Fair Market Rental Value shall be determined by arbitration pursuant to Article 36 (and Landlord and Tenant shall be bound to the Fair Market Rental Value as so determined).

(I) First Renewal Option. Tenant shall have the option to extend the Term of this Lease as to the First Renewal Premises for five (5) years commencing upon the expiration of the initial term (the “ First Renewal Term ”).

(i) The term “ First Possible Renewal Premises ” shall mean all of the Premises subject to this Lease at the time of the giving of the First Renewal Notice, including any Premises as to which an Acceptance Notice shall have been given pursuant to Paragraph 35(E) even if the same shall not yet have been delivered to Tenant. The term “ First Renewal Premises ” shall mean all or such portions of the First Possible Renewal Premises as shall be specified in the First Renewal Notice, except that if any portion of First Possible Renewal Premises located on a floor are included in the First Renewal Premises, then all portions of the First Possible Renewal Premises located on such floor shall be included.

(ii) The First Renewal Term shall be upon the terms and conditions contained herein, including without limitation the payment of Tenant’s Pro Rata Share of Taxes and Operating Expenses, determined on the same basis as set forth in Article 3 of this Lease, except that (a) the Net Rent for the First Renewal Term shall be the Fair Market Rental Value of the First Renewal Premises for the First Renewal Term and (b) if the First Renewal Premises shall be less than the entire First Possible Renewal Premises, Tenant’s Pro Rata Share shall be recalculated on the basis of the First Renewal Premises.

(iii) Tenant shall provide notice to Landlord (“ First Renewal Notice ”) of Tenant’s exercise of the First Renewal Options no later than the day 612 days prior to the Initial Term Expiration Date. On the day 567 days prior to the Initial Term Expiration Date (or, if such day is not a Business Day, on the next Business Day), Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its signed written good faith estimate of the Fair Market Rental Value (the “ Preliminary Estimates ”). Each Preliminary Estimate shall consist of only a single fixed dollar amount per square foot of Rentable Area. Tenant shall have the right, by notice to Landlord given within 20 days of the exchange of Preliminary Estimates, to rescind the First Renewal Notice, whereupon if exercised, Tenant shall have no further rights to extend

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the Term pursuant to this Paragraph 35(F). If Tenant does not timely rescind the First Renewal Notice, Landlord and Tenant hereby agree to be conclusively bound to the renewal of this Lease for the First Renewal Premises for the First Renewal Term at the Fair Market Rental Value determined by arbitration pursuant to Article 36.

(iv) If the Premises includes any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during or after the Second Renewal Term, then, such Long Term Recapture Space shall be excluded from the First Possible Renewal Premises. If the Premises include any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during the First Renewal Term then (i) such Long Term Recapture Space shall be included in the First Possible Renewal Premises and (ii) if included by Tenant in the First Renewal Premises, the renewal thus effected with respect thereto shall be only for (and the Fair Market Rental Value provided for in this Article 35(F) shall be payable only for) the period commencing immediately after the Long Term Recapture Space Expiration Date with respect thereto and ending at the end of the First Renewal Term. This Paragraph 35(F)(iv) shall not be construed to result in the expiration of the letting of any Long Term Recapture Space prior to the Long Term Recapture Space Expiration Date with respect thereto.

(v) The term “ Fair Market Rental Value ” of the First Renewal Premises shall mean the fair market amount of net fixed base rent per square foot of Rentable Area of the First Renewal Premises (i.e. exclusive of Taxes and Operating Expenses) under a lease for a term equal to the First Renewal Term and otherwise on all of the terms and conditions of this Lease to be applicable to the First Renewal Premises for the First Renewal Term, determined as if the First Renewal Premises were then available in the then rental market, and assuming

(1)

that Landlord has a reasonable time to locate a tenant,

(2)

that neither Landlord nor such tenant is under any compulsion to rent.

If and to the extent that any arbitrator or other person determining the Fair Market Rental Value refers to or considers any transaction in which a method different from the Measurement Method was used in determining rentable and usable areas, then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted accordingly.

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(J) Second Renewal Option. Tenant shall have the option to extend the Term of this Lease as to the Second Renewal Premises for five (5) years commencing upon the expiration of the First Renewal Term (the “ Second Renewal Term ”).

(i) The term “ Second Possible Renewal Premises ” shall mean all of the Premises subject to this Lease at the time of the giving of the Second Renewal Notice, including any Premises as to which an Acceptance Notice shall have been given pursuant to Paragraph 35(E) even if the same shall not yet have been delivered to Tenant. The term “ Second Renewal Premises ” shall mean all or such portions of the Second Possible Renewal Premises as shall be specified in the Second Renewal Notice, except that if any portion of Second Possible Renewal Premises located on a floor are included in the Second Renewal Premises, then all portions of the Second Possible Renewal Premises located on such floor shall be included.

(ii) The Second Renewal Term shall be upon the terms and conditions contained herein, including without limitation the payment of Tenant’s Pro Rata Share of Taxes and Operating Expenses, determined on the same basis as set forth in Paragraph 3(C) of this Lease, except that (a) the Net Rent for the Second Renewal Term shall be the Fair Market Rental Value of the Second Renewal Premises for the Second Renewal Term and (b) if the Second Renewal Premises shall be less than the entire Second Possible Renewal Premises, Tenant’s Pro Rata Share shall be recalculated on the basis of the Second Renewal Premises.

(iii) Tenant shall provide notice to Landlord (“ Second Renewal Notice ”) of Tenant’s exercise of the Second Renewal Options no later than the day 612 days prior to the First Renewal Term Expiration Date. On the day 567 days prior to the First Renewal Term Expiration Date (or, if such day is not a Business Day, on the next Business Day), Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its signed written good faith estimate of the Fair Market Rental Value (the “ Preliminary Estimates ”). Each Preliminary Estimate shall consist of only a single fixed dollar amount per square foot of Rentable Area. Tenant shall have the right, by notice to Landlord given within 20 days of the exchange of Preliminary Estimates, to rescind the Second Renewal Notice, whereupon, if exercised, Tenant shall have no further rights to extend the Term of this Lease pursuant to this Paragraph 35(G). If Tenant does not timely rescind the Second Renewal Notice, Landlord and Tenant hereby agree to be conclusively bound to the renewal of this Lease for the Second Renewal Premises for the Second Renewal Term at the Fair Market Rental Value determined by arbitration pursuant to Article 36.

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(iv) If the Premises includes any Long Term Recapture Space with a Long Term Recapture Space Expiration Date after the Second Renewal Term then such Long Term Recapture Space shall be excluded form the Second Possible Renewal Premises. If the Premises include any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during the Second Renewal Term then (i) such Long Term Recapture Space shall be included in the Second Possible Renewal Premises and (ii) if included by Tenant in the Second Renewal Premises, the renewal thus effected with respect thereto shall be only for (and the Fair Market Rental Value Provided for in this Article 35(G) shall be payable only for) the period commencing immediately after the Long Term Recapture Space Expiration Date with respect thereto and ending at the end of the Second Renewal Term. This Paragraph 35(G)(iv) shall not be construed to result in the expiration of the letting of any Long Term Recapture Space prior to the Long Term Recapture Space Expiration Date with respect thereto.

(v) The term “ Fair Market Rental Value ” of the Second Renewal Premises shall mean the fair market amount of net fixed base rent per square foot of Rentable Area of the Second Renewal Premises (i.e. exclusive of Taxes and Operating Expenses) under a lease for a term equal to the Second Renewal Term and otherwise on all of the terms and conditions of this Lease to be applicable to the Second Renewal Premises for the Second Renewal Term, determined as if the Second Renewal Premises were then available in the then rental market, and assuming

(1)

that Landlord has a reasonable time to locate a tenant,

(2)

that neither Landlord nor such tenant is under any compulsion to rent.

If and to the extent that any arbitrator or other person determining the Fair Market Rental Value refers to or considers any transaction in which the landlord provided free rent or a tenant improvement allowance or any work to prepare the premises for the tenant’s occupancy or any lease takeover or any other concession (all of the foregoing being herein called a “ Leasing Concession ”), then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted downward by subtracting the product of 12 multiplied by the amount which, if taken monthly over the term of such transaction, would have a net present value (using such rate as the arbitrator or other person applying this paragraph believes to be appropriate considering market practices) as of the commencement of such transaction equal to the amount of such Leasing Concession.

(K) Renewal Options – General.

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been terminated, or (c) this Lease is not in full force and effect. Tenant shall not be entitled to the Third Renewal Option unless Tenant shall have exercised the Second Renewal Option, and Tenant shall not be entitled to exercise the Second Renewal Option unless Tenant shall have exercised the First Renewal Option.

(ii) Following exercise by Tenant of a Renewal Option and determination of the Net Rent for the respective Renewal Term, at the request of either party hereto and within thirty (30) days after such request, Landlord and Tenant shall enter into a supplement to this Lease confirming the renewal of this Lease for such Renewal Term, the Renewal Premises, and the term of such renewal. The failure or refusal of either party to do so, however, shall not affect the validity of the exercise of the Renewal Option.

(iii) The term “Renewal Term” shall mean, individually, either the First Renewal Term or the Third Renewal Term and together shall mean the First Renewal Term and the Third Renewal Term. The term “Renewal Option” shall mean either the First Renewal Option or the Third Renewal Option. The term “Renewal Premises” shall mean either the First Renewal Premises or the Third Renewal Premises.

(iv) The term “First Renewal Commitment Notice” shall mean a notice referring to this Paragraph 35(H)(iv), in which Tenant irrevocably agrees to give (and not to rescind) the First Renewal Notice and to include in the First Renewal Premises (in addition to any other premises required to be include) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such First Renewal Commitment Notice. If Tenant gives a First Renewal Commitment Notice prior to its giving a First Renewal Notice, but shall fail timely to give a Renewal Notice conforming to the requirement of this Paragraph 35(H)(iv), then Tenant shall be deemed timely to have given a First Renewal Notice setting forth as the First Renewal Premises all of the First Possible Renewal Premises. If Tenant gives a First Renewal Commitment Notice, Tenant shall no longer have the right to rescind the First Renewal Notice and, if Tenant shall have theretofore given the First Renewal Notice, the same shall be deemed amended to include in the First Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such First Renewal Commitment Notice.

(v) The term “Second Renewal Commitment Notice” shall mean a notice referring to this Paragraph 35(H)(v), in which Tenant irrevocably agrees to give (and not to rescind) the Second Renewal Notice and to include in the Second Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such Second Renewal Commitment Notice. If Tenant gives a Second Renewal Commitment Notice prior to its giving a Second Renewal Notice, but shall fail timely to give a Renewal Notice conforming to the requirement of this Paragraph 35(H)(v), then Tenant shall be deemed timely to have given a Second Renewal Notice setting forth as the Second Renewal Premises all of the Second Possible Renewal Premises. If Tenant gives a Second

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Renewal Commitment Notice, Tenant shall no longer have the right to rescind the Second Renewal Notice and, if Tenant shall have theretofore given the Second Renewal Notice, the same shall be deemed amended to include in the Second Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the ate of such Second Renewal Commitment Notice.

(L) Contraction Option. Tenant shall have the one-time option (the “ Contraction Option ”) to eliminate the entire 46th floor of the Building (the “ Contraction Space ”) from the Premises by giving Landlord notice thereof on or before the fourth (4th) anniversary of the High-Rise Rent Commencement Date. Tenant’s right to exercise the Contraction Option is subject to the following terms and conditions (as applicable):

(i) Tenant shall designate in such written notice the date (the “ Contraction Effective Date ”) on which Tenant shall surrender possession of the Contraction Space to Landlord. Such Contraction Effective Date shall be the last day of a calendar month during the period commencing on the fifth (5th) anniversary of the High-Rise Rent Commencement Date and ending on the sixth (6th) anniversary of the High-Rise Rent Commencement Date.

(ii) Any exercise by Tenant of the Contraction Option shall be null and void and of no force and effect if, on the date of such exercise, (a) this Lease has been terminated, or (b) this Lease is not in full force and effect.

(iii) If Tenant properly exercises the Contraction Option, then,

(a)

Tenant shall pay to Landlord, within thirty days following receipt of a statement from Landlord setting forth the amount of the Contraction Fee, an amount (the “ Contraction Fee ”) equal to the sum of (i) the unamortized portion of the Fit-Out Allowance allocable to the Contraction Space, as same shall have been amortized on a straight line basis over the Initial Term of this Lease, plus (ii) the Net Rent that would otherwise be due and payable by Tenant to Landlord but for Tenant’s exercise of the Contraction Option for the one year period commencing on the Contraction Effective Date, plus (iii) an amount equal to Tenant’s Pro Rata Share of Taxes and Operating Expenses for the calendar year immediately preceding the calendar year in which the Contraction Effective Date shall occur.

(b)

Tenant shall surrender possession of the Contraction Space in accordance with the terms and provisions of Article 13 hereof. If Tenant fails to surrender possession of the Contraction Space on or before the Contraction Effective Date, Tenant shall be deemed a holdover tenant in such Contraction Space, and shall be liable to Landlord for all damages resulting from such holdover after the Contraction Effective Date. From and after the Contraction Effective Date (or such later date on which Tenant actually surrenders possession of the Contraction Space), the Net Rent and Tenant’s Pro Rata Share shall be appropriately adjusted.

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(c)

Tenant, notwithstanding its surrender of the Contraction Space, shall remain liable for all Rent allocable to the Contraction Space which shall have accrued prior to the Contraction Effective Date (or such later date on which Tenant actually surrenders possession of the Contraction Space) irrespective of whether such amounts are ascertainable as of the Contraction Effective Date.

(d)

From and after the Contraction Effective Date, the Contraction Space shall no longer be deemed a part of the Premises, and

(e)

From and after the Contraction Effective Date, neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect to the Contraction Space except to the extent provided in Article 35 hereof.

(iv) Following the Contraction Effective Date, and within thirty days following written request by either Landlord or Tenant after either such date, as the case may be, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the deletion of the Contraction Space from the Premises pursuant hereto. The failure or refusal by either party to do so, however, shall not affect the validity of the deletion of the Contraction Space from the Premises.

(M) Mandatory Surrender of 46th Floor.

(i) Tenant acknowledges that its leasing of the Contraction Space is subject and subordinate to the rights thereto held by Mayer Brown pursuant to Paragraph 35(B)(i) of the Mayer Brown Lease as originally entered into (the “ MB 46th Floor Expansion Right ”). If Mayer Brown timely exercises the MB 46th Floor Expansion Right, Landlord, within ten (10) days following its receipt from Mayer Brown of its written exercise of the MB 46 ^th Floor Expansion Right, shall so notify Tenant in writing (the “ MB 46th Floor Option Notice ”) and shall furnish to Tenant a copy of the written exercise by Mayer Brown, whereupon Tenant shall be obligated to surrender possession of the Contraction Space as herein provided. Landlord shall designate in such MB 46th Floor Option Notice (a) the date (the “ Required Contraction Effective Date ”) on which Tenant shall be scheduled, subject to Paragraph 35(J)(ii)(a) below, to surrender possession of the Contraction Space to Landlord, (b) three (3) options of premises located on the 22 ^nd through the 45 ^th floors of the Building, inclusive, from which Tenant shall have the right to select the 46 ^th Floor Replacement Premises (the “ Possible 46 ^th Floor Replacement Premises ”) if Tenant elects to exercise the 46 ^th Floor Replacement Option pursuant to Paragraph 35(K) below, and (c) the 46 ^th Floor Replacement Option Scheduled Delivery Date applicable to each Possible 46 ^th Floor Replacement Premises. Each of the Possible 46 ^th Floor Replacement Premises (a) shall consist of not less than 15,500 square feet nor more than 33,000 square feet of Rentable Area,

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(b) shall be reasonably configured from the core of the Building to the exterior wall of the Building, (c) shall have an RU Ratio equal to or less than 110% if the Possible 46th Floor Replacement Premises comprises a full floor of the Building, (d) shall be directly visible and accessible from the elevator vestibule of the floor on which such Possible 46 ^th Floor Replacement Premises are located, and (e) shall not be subordinate to any right of first offer in favor of Mayer Brown or any other tenant or occupant of the Building.

(ii) If Landlord timely delivers the MB 46th Floor Option Notice to Tenant, then,

(a)

Tenant shall surrender possession of the Contraction Space in accordance with the terms and provisions of Article 13 hereof. If Tenant fails to surrender possession of the Contraction Space on or before the date (the “ 46 ^th Floor Surrender Date ”) that is the later to occur of (x) the Required Contraction Effective Date, and (y) if Tenant shall have exercised the 46 ^th Floor Replacement Option, the 46 ^th Floor Replacement Option Rent Commencement Date, Tenant shall be deemed a holdover tenant in such Contraction Space, and shall be liable to Landlord for all damages resulting from such holdover after the 46 ^th Floor Surrender Date, subject to the provisions and limitations applicable thereto in Article 14 hereof. From and after the Required Contraction Effective Date (or such later date on which Tenant actually surrenders possession of the Contraction Space), Tenant’s Pro Rata Share shall be appropriately adjusted and the Net Rent due and payable hereunder shall be reduced by an amount per annum equal to the product obtained by multiplying (i) the number of square feet of Rentable Area in the portion of the High-Rise Premises so recaptured, and (ii) the Allocated High-Rise Premises Net Rent,

(b)

Tenant, notwithstanding its surrender of the Contraction Space, shall remain liable for all Rent allocable to the Contraction Space which shall have accrued prior to the 46 ^th Floor Surrender Date (or such later date on which Tenant actually surrenders possession of the Contraction Space) irrespective of whether such amounts are ascertainable as of the 46th Floor Surrender Date,

(c)

from and after the 46th Floor Surrender Date, the Contraction Space shall no longer be deemed a part of the Premises, and

(d)

from and after the 46th Floor Surrender Date, neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect to such Contraction Space except to the extent provided elsewhere in this Article 35.

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(iii) Following the 46th Floor Surrender Date, and within thirty days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the deletion of the Contraction Space from the Premises pursuant hereto. The failure or refusal by either party to do so, however, shall not affect the validity of the deletion of the Contraction Space from the Premises.

(N) 46 ^th Floor Replacement Option. If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Landlord shall have forced Tenant to surrender possession of the Contraction Space pursuant to Paragraph 35(J) above by timely delivering to Tenant the MB 46 ^th Floor Option Notice, and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ 46 ^th Floor Replacement Option ”) to expand the Premises to include the 46 ^th Floor Replacement Premises upon the following terms and conditions:

(i) The term “ 46th Floor Replacement Option Scheduled Delivery Date ” shall mean the date designated by Landlord as the date on which Landlord intends to deliver the 46th Floor Replacement Premises to Tenant, which date shall be any date no later than the 120th day prior to the Required Contraction Effective Date. Landlord’s notice shall be irrevocable and shall relate to the entire 46th Floor Replacement Premises.

(ii) Tenant shall exercise the 46th Floor Replacement Option, if at all, by delivery to Landlord of a written notice of exercise (the “ 46th Floor Replacement Notice ”) on or before the later to occur of (a) the 60 ^th day following Tenant’s receipt of the MB 46 ^th Floor Option Notice, and (b) the 365 ^th day preceding the Required Contraction Effective Date. If Tenant fails to deliver the 46th Floor Replacement Notice by such date, Tenant shall be deemed to have waived its 46th Floor Replacement Option. Tenant shall designate in such 46th Floor Replacement Notice its selection of the space that will constitute the 46th Floor Replacement Premises from the Possible 46 ^th Floor Replacement Premises designated by Landlord pursuant to Paragraph 35(J)(i) above.

(iii) If Tenant timely exercises the 46th Floor Replacement Option, then (i) on the 46th Floor Replacement Option Scheduled Delivery Date, Landlord shall deliver the 46th Floor Replacement Premises to Tenant with all Base Building Work therein complete and otherwise in “as-is” condition, and (ii) the 46th Floor Replacement Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the 46th Floor Replacement Premises shall expire on the Initial Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

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(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the 46th Floor Replacement Premises, shall commence to be payable on the date (the “ 46th Floor Replacement Option Rent Commencement Date ”) which is the earlier of:

(a)

the date which is one hundred fifty (150) days after the later of (x) the date on which Landlord actually tenders possession of the 46th Floor Replacement Premises to Tenant in the condition required by this Paragraph 35(K)(iii), and (y) the 46th Floor Replacement Option Scheduled Delivery Date, and

(b)

the date Tenant commences to conduct ordinary business in the 46th Floor Replacement Premises,

(3)

The amount of Net Rent per square foot of Rentable Area with respect to the 46th Floor Replacement Premises shall be equal to that applicable to the Mid-Rise Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

(4)

The Rentable Area of the Premises shall be adjusted by the Rentable Area of the 46th Floor Replacement Premises;

(5)

Tenant’s Pro Rata Share shall be adjusted to reflect the Rentable Area of the 46th Floor Replacement Premises, effective as of the 46th Floor Replacement Option Rent Commencement Date; and

(6)

Landlord shall pay to Tenant the 46 ^th Floor Replacement Premises Allowance. The 46th Floor Replacement Premises Allowance shall be used and disbursed in accordance with the provisions and procedures applicable to the Expansion Allowance set forth in the Workletter; provided, however, that Tenant shall have the right to apply all or any portion of the 46th Floor Replacement Premises Allowance as a credit against the Rent hereunder.

Following exercise by Tenant of the 46th Floor Replacement Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the 46th Floor Replacement Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the 46th Floor Replacement Premises.

(iv) Landlord may lease the 46th Floor Replacement Premises, or portions thereof, from time to time to third parties so long as such space is scheduled to be available to be leased to Tenant pursuant to Tenant’s 46th Floor Replacement Option. So long as Landlord has not granted any person rights which conflict with Tenant’s 46th Floor Replacement Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the 46th Floor Replacement Premises to Tenant on the 46th Floor Replacement Option Scheduled Delivery Date due solely to the failure

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of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Expansion Premises in the condition required by Paragraph 35(K)(iii) by the date which is the 90th day after the 46th Floor Replacement Option Scheduled Delivery Date (as such date is extended by Unavoidable Delays), Tenant shall have the option either, as it may elect (a) by notice to Landlord given at any time prior to the delivery to Tenant of the 46th Floor Replacement Premises in the condition required by Paragraph 35(K)(iii), to rescind its previous exercise of the 46th Floor Replacement Option, in which event Landlord shall have no liability to Tenant on account of such failure to deliver timely (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s 46th Floor Replacement Option) and shall have no further obligation to deliver the 46th Floor Replacement Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, that is comparable in size to the 46th Floor Replacement Premises. Landlord will use commercially reasonable efforts to regain possession of the Expansion Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

(v) The term “ 46 ^th Floor Replacement Premises Allowance ” shall mean the amount equal to the product of (i) $62 per square foot of rentable area in the 46 ^th Floor Replacement Premises, and (ii) a fraction, the numerator of which is the number of full calendar months remaining in the Initial Term hereof (without regard to any extension or renewal thereof) following the 46 ^th Floor Replacement Premises Rent Commencement Date and the denominator of which is 180.

(vi) The term “ 46 ^th Floor Replacement Premises ” shall mean the space selected by Tenant from the three (3) options for the 46 ^th Floor Expansion Premises furnished to Tenant by Landlord concurrently with Landlord’s delivery to Tenant of the MB 46 ^th Floor Option Notice.

(O) Divided Floors.

(i) If the Premises shall include some, but not all, of the office areas on a floor and thereafter shall come to include all of the office areas on any floor then the Premises shall be deemed also to include the elevator lobby, common corridor and other areas which, on a divided floor, would constitute Common Area (but, if and to the extent under the Measurement Method the entire rentable area of the floor is already borne by the office areas, such inclusion shall not cause the Rentable Area of the Premises to increase).

(ii) No provision of this Article 35 which authorizes Landlord to lease any portion of the Building to any third party shall include, on any divided floor, the portion thereof required for Common Areas.

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(iii) In the event Tenant from time to time hereunder shall exercise an Expansion Option for less than all of the Rentable Area on any floor of the Building, then, on or before the Expansion Option Rent Commencement Date, Landlord shall construct and finish in accordance with Building standards all corridors, elevator lobbies and other Common Areas on the floor in which such Expansion Premises are located and required for the same to be occupied as a multi-tenant floor. In addition, Landlord will cause the interior face (i.e., facing the Premises) of any demising walls constructed in connection with the foregoing work to be drywalled, taped, spackled and made ready for the application of paint. The cost of the foregoing work shall be paid by Landlord.

(P) Tenant’s Right to Lease from Building Tenants. Notwithstanding any provision of any lease or other agreement which may give Landlord the right to withhold consent to any sublease to Tenant, or any assignment of any lease to Tenant, or any right to recapture (by any means) the premises proposed to be subleased to Tenant or the premises covered by any lease proposed to be assigned to Tenant, Landlord agrees that (i) it shall consent to any such sublease or assignment and shall not exercise any such recapture right unless required to do so under any Permitted Superior Expansion Right, and (ii) that Tenant may furnish a copy of this Paragraph 35(M) to any Building tenant, and any such Building tenant may rely thereon.

ARTICLE 36.

Determination by Arbitration

(A) Accepted Offer Space.

If pursuant to Paragraph 35(E) the Fair Market Rental Value of any Accepted Offer Space is to be determined pursuant to this Article 36 then on the 20th Business Day after the last day of the Accepted Offer Space Negotiation Period, Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its signed written good faith estimate of the Fair Market Rental Value (the “ Accepted Offer Space Estimates ”). Each Accepted Offer Space Estimate shall consist of either (i) a single fixed amount, expressed in dollars and cents per square foot of Rentable Area, or (ii) a single amount, expressed in dollars and cents per square foot of Rentable Area, with specified percentage increases at specified intervals.

Landlord and Tenant, within fifteen (15) Business Days after the exchange of Estimates, shall each select a commercial real estate broker to determine which of the two Estimates most closely reflects the Fair Market Rental Value for the Accepted Offer Space.

(B) Renewal Period.

If pursuant to Paragraph 35(F) or (G) the Fair Market Rental Value for any Renewal Period is to be determined pursuant to this Article 36 then on the 75 ^th day after the date of the exchange of Preliminary Estimates (or, if such day is not a Business Day, on the next Business Day), Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its written good faith estimate of the Fair Market Rental Value (the “ Renewal Term Estimates ”), subject to the provisions of the next paragraph.

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Each Renewal Term Estimate shall consist of only a single fixed amount, expressed in dollars and cents per square foot of Rentable Area. Landlord’s Renewal Term Estimate shall not be more than 105%, and shall not be less than 95%, of Landlord’s Preliminary Estimate. Tenant’s Renewal Term Estimate shall not be more than 105%, and shall not be less than 95%, of Tenant’s Preliminary Estimate. If either party shall submit a Renewal Term Estimate which violates the provisions of this paragraph, such Renewal Term Estimate shall be disregarded and such party shall instead be deemed to have submitted a Renewal Term Estimate equal to its Preliminary Estimate.

If the higher of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then Fair Market Rental Value shall be the average of the two Estimates.

If the Fair Market Rental Value is not so resolved pursuant to the preceding paragraph, Landlord and Tenant, within fifteen (15) Business Days after the exchange of Estimates, shall each select a commercial real estate broker to determine which of the two Estimates most closely reflects the Fair Market Rental Value for the Renewal Term.

Each broker selected pursuant to this Article 36 shall have had at least five (5) years experience within the previous ten (10) years as a commercial real estate broker working in the downtown Chicago, Illinois office market, with working knowledge of current rental rates and market practices.

Upon selection, Landlord’s and Tenant’s brokers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Fair Market Rental Value. The Estimate chosen by such brokers shall be binding on both Landlord and Tenant as the Net Rent for the Accepted Offer Space or the Renewal Period in question.

If either Landlord or Tenant fails to appoint brokers within the fifteen (15) Business Day period referred to above and such failure continues for fifteen (15) Business Days after notice thereof is received by the party so failing, a broker appointed by the other party shall be the sole broker for the purposes hereof.

If the two (2) brokers fail to agree upon which of the two Estimates most closely reflects the Fair Market Rental Value within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two (2) two brokers shall select a third (3rd) broker meeting the aforementioned criteria (or, if such two (2) brokers are unable to select a third (3rd) broker, such selection shall be made by the President of the Chicago chapter of American Appraisal Institute (or its successor organization)). Once the third (3rd) broker has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the broker shall make his determination of which of the two Estimates most closely reflects the Fair Market Rental Value and such broker shall not select anything other than one of the two Estimates from Landlord and Tenant and such Estimate shall be binding on both Landlord and Tenant as the Fair Market Rental Value for the Accepted Offer Space . If the third (3rd) broker believes that expert advice would materially assist him/her, such broker may retain one or more qualified persons, to provide such expert advice.

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Each party shall pay one-half (1/2) of the costs of the third (3rd) broker and of any experts retained by the third (3rd) broker. Any fees of any broker, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such broker, counsel or expert.

ARTICLE 37.

Parking

Landlord shall provide or cause to be provided to Tenant the Parking Space Limit number of reserved parking spaces in the garage within the Building at locations reasonably determined by Landlord taking into consideration Tenant’s reasonable requests. Tenant shall be entitled to use such parking spaces in accordance with the terms of the Terms of Parking License attached hereto as Exhibit P-2 (the “ Terms of Parking License ”) and, except as otherwise provided in the Terms of Parking License, each such space shall be a reserved space and Tenant shall be entitled to use such parking spaces at all times.

The term “ Parking Space Limit ” shall mean 45 parking spaces, plus one parking space for each 11,000 square feet of Rentable Area (or majority portion thereof) included in the Premises, in excess of 292,227 square feet of Rentable Area.

Tenant shall pay Landlord for the use of such parking spaces, the monthly rates established by Landlord, from time to time, which shall not be in excess of the prevailing rates for a comparable parking garages in the vicinity of the Building, and shall be no more than the monthly rates charged to any other tenant leasing in excess of 100,000 square feet of Rentable Area.

Notwithstanding the foregoing, commencing any time after the date of this Lease, from time to time, on not less than thirty (30) days notice to Landlord, Tenant may elect to reduce the number of spaces that it uses or, if it is then using less than the Parking Space Limit, to increase the number of spaces that it uses, provided that

(i) Tenant may not increase the number of spaces it uses to more than the Parking Space Limit, and

(ii) Tenant’s right to increase the number of parking spaces it uses, if it shall at any time be using less than the Parking Space Limit, shall be subject to availability of such parking spaces.

Whenever the number or designation of the parking spaces being licensed to Tenant shall change, Landlord and Tenant shall enter into a Confirmation in the form of Exhibit P-1 hereto to evidence the same.

Landlord shall limit use of the garage within the Building or any other parking facilities on the Land (the “ Building Parking Facilities ”) to employees of Building tenants who purchase parking privileges on a monthly basis and employees of the Building’s management agent.

133

Landlord shall provide security to the Building Parking Facilities in accordance with Exhibit S.

ARTICLE 38.

Roof Satellite Dish/Antennae

Tenant shall have access and use of

(a)

the portion of the Building’s roof designated for the installation of radio, microwave and other communications equipment, depicted on page A2.49 of the Existing Drawings, for the erection and maintenance of Tenant’s Permitted Antennas for use by Tenant or other bona-fide office occupants of the Premises, for the transmission and receipt of radio, microwave and other communication signals, and

(b)

Tenant’s Pro Rata Share of the Building SatPOP Room and the Building Telecommunications Wiring Room for the installation of conduits from Tenant’s Permitted Antennas to the Premises.

As used herein the term “ Tenant’s Permitted Antennas ” shall refer to such antennas as Tenant shall reasonably require.

ARTICLE 39.

Intentionally Omitted

ARTICLE 40.

Building Address; Building Name

The Building has been designated by the United States Postal Service to have a street address of 71 South Wacker Drive, and Landlord shall not take any action, at any time during the Term, to change the street address of the Building. Tenant may refer to the Building either by its address and/or, so long as the Building has a name, by its name (as Tenant shall elect).

The Building shall be (a) called “ Hyatt Center ” or another name referring to “ Hyatt ” or (b) named after an entity acquiring all or substantially all of the hotel management or hospitality business assets operated under the “Hyatt” tradename, subject to the third paragraph of this Article 40.

134

Landlord represents, and Tenant acknowledges, that Hyatt Corporation has granted and does hereby grant to Landlord and any wholly-owned subsidiary of Landlord a revocable license for it, its subsidiary, and its tenants, subtenants and occupants to use the “Hyatt” tradename as or as a part of the name of the Building and as part of the name of the property management company that manages the Building. This provision shall survive the termination of this Lease.

Landlord, at any time and from time to time, (a) may elect to operate the Building without a name, in which case the Building shall be known only by its street address, and (b) may name the Building after any other tenant of the Building which leases in excess of 100,000 square feet of Rentable Area thereof, subject to the final paragraph of this Article 40.

So long as Tenant (or any successor) and its Affiliates lease 100,000 or more square feet of Rentable Area in the Building, the Building shall (a) be called “Hyatt Center” or another name referring to “Hyatt” or (b) be named after an entity acquiring all or substantially all of the hotel management or hospitability business assets operated under the Hyatt tradename.

ARTICLE 41.

Signage

(A) Tenant’s Floor Signage. Tenant shall have the right to display its company name or logo, or both, prominently in the elevator lobby of each full floor of the Premises, and Tenant shall have the right to put its company name or logo, or both, on the door to the Premises on any floor Tenant partially leases. Landlord will also install, at Landlord’s expense, building standard directional signs for Tenant in the elevator lobbies of any partial floor leased by Tenant.

(B) Building Standard Ground Floor Lobby Identification Signage. The term “ Building Standard Ground Floor Lobby Identification Signage ” shall mean, for any tenant, such tenant’s name (i) in the Building’s standard size, colors, materials, typeface and design as the parties may hereafter establish, and (ii) located either (a) on the main ground floor lobby core wall adjacent to the ground floor elevator lobby serving the elevators serving such tenant’s premises (at both ends of such ground floor elevator lobby) or (b) within the ground floor elevator lobby serving such tenant’s premises.

(C) Tenant’s Lobby Signage. Tenant shall be permitted to erect Building Standard Ground Floor Lobby Identification Signage. Tenant shall have the right to assign and transfer the foregoing signage rights in connection with a Transfer, as long as the Transferee is not a business or organization whose primary business is the investment banking industry or the practice of law. Tenant shall not be entitled to permit any Transferee the right to install Building Standard Ground Floor Lobby Identification Signage, unless the Transferee occupies more than fifty percent (50%) of the Rentable Area of the Premises.

135

(D) Other Signage. Landlord shall not erect (or suffer or permit to be erected) on the Land or on the exterior of the Building any signage other than signage referring only to the name or address of the Building (“ Building Identification Signage ”). Landlord shall not erect (or suffer or permit to be erected) any signage within the Building which is visible from outside of the Building or is visible within or from any of the Common Areas on the first floor of the Building except for Building Standard Ground Floor Lobby Identification Signage and Building Identification Signage. Except for Tenant’s Building Standard Ground Floor Lobby Identification Signage, Landlord shall not erect (or suffer or permit to be erected) any signage on the main ground floor lobby core wall adjacent to the ground floor elevator lobby serving the low-mid rise elevators (at either end of such ground floor elevator lobby).

ARTICLE 42.

Miscellaneous

(A) Binding. Each of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, guardians, custodians, successors and assigns, subject to the provisions of Article 21 respecting Transfers.

(B) No Recording. This Lease shall not be recorded. Upon Tenant’s request, Landlord and Tenant shall join in a memorandum hereof for recording in form and substance reasonably satisfactory to Landlord and Tenant. Such memorandum shall contain all provisions required by law to be included therein and shall also include such provisions relating to Tenant’s rights outside of the Premises as Tenant shall elect. From time to time following the expiration or sooner termination of any of the rights included in such memorandum, or in any event following the expiration or sooner termination of this Lease or Tenant’s right of possession, Tenant, within five (5) Business Days following Landlord’s request, shall join in acknowledgements or memoranda, in recordable form, of such expiration or termination, failing which, Landlord, after the expiration or sooner termination of this Lease, is hereby authorized, as Tenant’s agent and attorney-in-fact, to execute such memoranda on Tenant’s behalf, and any such memoranda executed by Landlord on Tenant’s behalf, after the expiration or sooner termination of this Lease, may be relied upon by any third party.

(C) Laws. This Lease shall be construed in accordance with the Laws of the State of Illinois. Landlord and Tenant hereby submit to local jurisdiction in the County of Cook, State of Illinois and each agrees that any action by Tenant against Landlord or Landlord against Tenant, as the case may be, shall be instituted in the County of Cook, State of Illinois, and that courts located in Cook County shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant, and courts located in Cook County shall have personal jurisdiction over Landlord for any action brought by Tenant against Landlord.

(D) Air. This Lease does not grant any legal rights to “light and air” outside the Premises nor any particular view or cityscape visible from the Premises, provided, however, that Landlord shall not cover or brick up any windows of the Premises.

136

(E) Amendments. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant.

(F) Survival of Obligations. Any obligations of Landlord and Tenant accruing prior to the expiration or earlier termination of the Lease shall survive the expiration or earlier termination of the Lease, and Landlord and Tenant shall promptly perform all such obligations whether or not this Lease has expired or been terminated.

(G) No Joint Venture. Nothing contained in this Lease shall be deemed or construed by the parties to this Lease, or by any third party, to create the relationship of principal and agent, partnership, joint venture, or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of rent nor any other provisions contained in this Lease nor any acts of the parties to this Lease shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

(H) Interpretation. Landlord and Tenant have jointly participated in the drafting of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant notwithstanding the party which drafted same, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties.

(I) Time is of the Essence. Time is of the essence of this Lease, including with respect to the performance of all obligations, the giving of all notices, and the making of all elections hereunder.

(J) Exhibits. The Exhibits set forth in the Table of Contents or otherwise attached hereto are incorporated into this Lease by reference and made a part hereof. The term “Lease” or “this Lease” or similar terms shall include all such Exhibits. The Table of Contents, the headings of the various provisions, and the table of definitions are included for convenience and are not part of this Lease.

(K) Full Agreement. This Lease contains all the agreements and understanding between Landlord and Tenant relating to the matters set forth herein and no prior or contemporaneous agreement or understanding pertaining to the same shall be of any force or effect, except any such contemporaneous written agreement specifically referring to and modifying this Lease, signed by both parties. Without limitation as to the generality of the foregoing, Tenant hereby acknowledges and agrees that Landlord’s leasing agents and field personnel are only authorized to show the Premises and negotiate terms and conditions for leases subject to Landlord’s final approval, and are not authorized to make any agreements, representations, understandings or obligations, binding upon Landlord, respecting the condition of the Premises or Property, suitability of the same for Tenant’s business, or any other matter, and only such agreements, representations, understandings or obligations expressly contained herein or in such contemporaneous agreement shall be of any force or effect. This Lease may not be modified, except in writing signed by both parties.

137

(L) Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. Only one such counterpart may be required as proof of the existence and terms of this Lease.

(M) No Promotion. Landlord and Tenant each agree that neither it, nor any agent, contractor or representative (including, in the case of Landlord, Landlord’s leasing agent) shall, without the prior written consent of the other party in each instance, (i) use in advertising, publicity, or otherwise the name of the other party, or any Affiliate of the other party, or any partner or employee of the other party, or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof; provided, however, Landlord may include Tenant in any tenant list or rent roll given to potential purchasers or lenders; or (ii) represent, directly or indirectly, that any product or any service provided by it has been approved or endorsed by the other party. This provision shall survive termination of this Lease.

(N) Confidentiality. Landlord acknowledge that it or its agents or contractors (or employees of Landlord or of its agents or contractors) may, in the course of performing their responsibilities under this Lease, be exposed to or acquire information which is proprietary to or confidential to Tenant or its affiliated companies or their clients or to third parties to whom Tenant or its affiliated companies owe a duty of confidentiality. Any and all non-public information of any form obtained by Landlord or its agents or contractors (or any such employees) in the performance of its responsibilities under this Lease shall be deemed to be confidential and proprietary information. Landlord agrees that it and its agents and contractors (i) shall hold such information in strict confidence and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or use such information for any purposes whatsoever (other than the provision of services to Tenant as contemplated by this Lease) and (ii) shall advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. This provision shall survive termination of this Lease.

(O) Tenant and Landlord Authority. Tenant represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with its terms. Landlord represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Landlord and constitutes the valid and binding agreement of Landlord in accordance with its terms. Each of Landlord and Tenant further represents and warrants to the other that it is duly organized, existing and is in good standing under the laws of the state in which the Property is located, and covenants and agrees that it shall maintain such existence and good standing throughout the Term.

(P) Business Day. As used herein, the term “ Business Day ” shall mean any day other than a Saturday, Sunday, any federal or State of Illinois holiday, or any day on which banking institutions in the State of Illinois are closed for business with the general public. If any period expires on a day which is not a Business Day, or any event or condition is required by the terms of this Lease to occur or be fulfilled on a day which is not a Business Day, such period shall expire, or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day; provided, however, that this sentence shall not apply to those provisions of this Lease which contemplate performance on a non-Business Day, e.g., various provisions of Article 6.

138

IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument as of the day and year first above written.


LANDLORD:

FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		Authorized Representative

TENANT:

HYATT CORPORATION, a Delaware corporation

By:		/s/ Douglas G. Geoga
Name:		Douglas G. Geoga
Title:		President

139

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A

LEGAL DESCRIPTION

Parcel 1:

That part of original lots 7 and 8 in block 81, in School Section Addition to Chicago in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, Lying North of the following described line:

Commencing at a point on the West line of said Lot 8, 89.18 feet South of the Northwest Corner thereof; Thence East parallel with the North line of said Lots 7 and 8, a distance of 8.54 feet; thence South at right angles to the last described line 1.20 feet; thence East parallel with the North line of said lots, 86.85 feet; thence North at right angles to the last described line 5.94 feet; thence East parallel with the North line of said lots, 84.82 feet; thence North at right angles to the last described line 0.27 of a foot; thence East parallel with the North line of said lots, 1.24 feet to a point on the East line of said Lot 7, which point is 84.24 feet South of the Northeast corner thereof, all in Cook County, Illinois.

Parcel 2:

That part of Lot 7 and 8 in Block 81, in School Section Addition to Chicago in Section 16, Township 39 North, Range 14, East of the Third Principal Meridian in Cook County, Illinois taken as a single tract lying South of the following described line:

Commencing at a point on West line of said tract 89.18 feet South of the Northwest corner thereof; thence East parallel with the North line of said tract 8.54 feet; thence South at right angles to the last described line 1.20 feet; thence East parallel with the North line of said tract 86.85 feet; thence North at right angles to the last described line 5.94 feet; thence East parallel with the North line of said tract 84.82 feet; thence North at right angles to the last described line 0.27 feet; thence East parallel with the North line of said tract 1.24 feet to a point on the East line of said Lot 7, which point is 84.24 feet South of the Northeast corner thereof; (the above described line being also the North face of a former six-story building, now razed) all in Cook County, Illinois.

Parcel 3

All of the original Lots 5 (except that part falling in Franklin Street), and 6 in Block 81, in School Section Addition to Chicago in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois.

A-1-1

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-1

NET RENT SCHEDULE

(See Attached)

B-1-1

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-1

NET RENT SCHEDULE

(Based on 292,227 square feet of Rentable Area)

As used in this Exhibit B-1, the First (1st) Lease Year shall refer to the period commencing on the Rent Commencement Date and ending on the last day of the calendar month in which the first anniversary of the day preceding the Rent Commencement Date shall occur; each successive Lease Year shall be a period of one year, except the Fifteenth (15th) Lease Year shall end on the Initial Term Expiration Date.

A.	OFFICE PREMISES FLOOR 9 (31,184 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	806,106.40	$	67,175.53
Second (2nd) Lease Year	$	26.37	$	822,228.53	$	68,519.04
Third (3rd) Lease Year	$	26.89	$	838,673.10	$	69,889.42
Fourth (4th) Lease Year	$	27.43	$	855,446.56	$	71,287.21
Fifth (5th) Lease Year	$	27.98	$	872,555.49	$	72,712.96
Sixth (6th) Lease Year	$	28.54	$	890,006.60	$	74,167.22
Seventh (7th) Lease Year	$	29.11	$	907,806.73	$	75,650.56
Eighth (8th) Lease Year	$	29.69	$	925,962.87	$	77,163.57
Ninth (9th) Lease Year	$	30.29	$	944,482.13	$	78,706.84
Tenth (10th) Lease Year	$	30.89	$	963,371.77	$	80,280.98
Eleventh (11th) Lease Year	$	31.51	$	982,639.20	$	81,886.60
Twelfth (12th) Lease Year	$	32.14	$	1,002,291.99	$	83,524.33
Thirteenth (13th) Lease Year	$	32.78	$	1,022,337.83	$	85,194.82
Fourteenth (14th) Lease Year	$	33.44	$	1,042,784.58	$	86,898.72
Fifteenth (15th) Lease Year	$	34.11	$	1,063,640.28	$	88,636.69

B-1-2

B.	OFFICE PREMISES FLOOR 10 (31,184 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	806,106.40	$	67,175.53
Second (2nd) Lease Year	$	26.37	$	822,228.53	$	68,519.04
Third (3rd) Lease Year	$	26.89	$	838,673.10	$	69,889.42
Fourth (4th) Lease Year	$	27.43	$	855,446.56	$	71,287.21
Fifth (5th) Lease Year	$	27.98	$	872,555.49	$	72,712.96
Sixth (6th) Lease Year	$	28.54	$	890,006.60	$	74,167.22
Seventh (7th) Lease Year	$	29.11	$	907,806.73	$	75,650.56
Eighth (8th) Lease Year	$	29.69	$	925,962.87	$	77,163.57
Ninth (9th) Lease Year	$	30.29	$	944,482.13	$	78,706.84
Tenth (10th) Lease Year	$	30.89	$	963,371.77	$	80,280.98
Eleventh (11th) Lease Year	$	31.51	$	982,639.20	$	81,886.60
Twelfth (12th) Lease Year	$	32.14	$	1,002,291.99	$	83,524.33
Thirteenth (13th) Lease Year	$	32.78	$	1,022,337.83	$	85,194.82
Fourteenth (14th) Lease Year	$	33.44	$	1,042,784.58	$	86,898.72
Fifteenth (15th) Lease Year	$	34.11	$	1,063,640.28	$	88,636.69

B-1-3

C.	OFFICE PREMISES FLOOR 11 (30,726 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	794,267.10	$	66,188.93
Second (2nd) Lease Year	$	26.37	$	810,152.44	$	67,512.70
Third (3rd) Lease Year	$	26.89	$	826,355.49	$	68,862.96
Fourth (4th) Lease Year	$	27.43	$	842,882.60	$	70,240.22
Fifth (5th) Lease Year	$	27.98	$	859,740.25	$	71,645.02
Sixth (6th) Lease Year	$	28.54	$	876,935.06	$	73,077.92
Seventh (7th) Lease Year	$	29.11	$	894,473.76	$	74,539.48
Eighth (8th) Lease Year	$	29.69	$	912,363.23	$	76,030.27
Ninth (9th) Lease Year	$	30.29	$	930,610.50	$	77,550.87
Tenth (10th) Lease Year	$	30.89	$	949,222.71	$	79,101.89
Eleventh (11th) Lease Year	$	31.51	$	968,207.16	$	80,683.93
Twelfth (12th) Lease Year	$	32.14	$	987,571.31	$	82,297.61
Thirteenth (13th) Lease Year	$	32.78	$	1,007,322.73	$	83,943.56
Fourteenth (14th) Lease Year	$	33.44	$	1,027,469.19	$	85,622.43
Fifteenth (15th) Lease Year	$	34.11	$	1,048,018.57	$	87,334.88

B-1-4

D.	OFFICE PREMISES FLOOR 12 (31,454 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	813,085.90	$	67,757.16
Second (2nd) Lease Year	$	26.37	$	829,347.62	$	69,112.30
Third (3rd) Lease Year	$	26.89	$	845,934.57	$	70,494.55
Fourth (4th) Lease Year	$	27.43	$	862,853.26	$	71,904.44
Fifth (5th) Lease Year	$	27.98	$	880,110.33	$	73,342.53
Sixth (6th) Lease Year	$	28.54	$	897,712.53	$	74,809.38
Seventh (7th) Lease Year	$	29.11	$	915,666.78	$	76,305.57
Eighth (8th) Lease Year	$	29.69	$	933,980.12	$	77,831.68
Ninth (9th) Lease Year	$	30.29	$	952,659.72	$	79,388.31
Tenth (10th) Lease Year	$	30.89	$	971,712.92	$	80,976.08
Eleventh (11th) Lease Year	$	31.51	$	991,147.18	$	82,595.60
Twelfth (12th) Lease Year	$	32.14	$	1,010,970.12	$	84,247.51
Thirteenth (13th) Lease Year	$	32.78	$	1,031,189.52	$	85,932.46
Fourteenth (14th) Lease Year	$	33.44	$	1,051,813.31	$	87,651.11
Fifteenth (15th) Lease Year	$	34.11	$	1,072,849.58	$	89,404.13

B-1-5

E.	OFFICE PREMISES FLOOR 14 (31,722 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	820,013.70	$	68,334.48
Second (2nd) Lease Year	$	26.37	$	836,413.97	$	69,701.16
Third (3rd) Lease Year	$	26.89	$	853,142.25	$	71,095.19
Fourth (4th) Lease Year	$	27.43	$	870,205.10	$	72,517.09
Fifth (5th) Lease Year	$	27.98	$	887,609.20	$	73,967.43
Sixth (6th) Lease Year	$	28.54	$	905,361.38	$	75,446.78
Seventh (7th) Lease Year	$	29.11	$	923,468.61	$	76,955.72
Eighth (8th) Lease Year	$	29.69	$	941,937.98	$	78,494.83
Ninth (9th) Lease Year	$	30.29	$	960,776.74	$	80,064.73
Tenth (10th) Lease Year	$	30.89	$	979,992.28	$	81,666.02
Eleventh (11th) Lease Year	$	31.51	$	999,592.12	$	83,299.34
Twelfth (12th) Lease Year	$	32.14	$	1,019,583.97	$	84,965.33
Thirteenth (13th) Lease Year	$	32.78	$	1,039,975.65	$	86,664.64
Fourteenth (14th) Lease Year	$	33.44	$	1,060,775.16	$	88,397.93
Fifteenth (15th) Lease Year	$	34.11	$	1,081,990.66	$	90,165.89

B-1-6

F.	OFFICE PREMISES FLOORS 15 (31,742 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	820,530.70	$	68,377.56
Second (2nd) Lease Year	$	26.37	$	836,941.31	$	69,745.11
Third (3rd) Lease Year	$	26.89	$	853,680.14	$	71,140.01
Fourth (4th) Lease Year	$	27.43	$	870,753.74	$	72,562.81
Fifth (5th) Lease Year	$	27.98	$	888,168.82	$	74,014.07
Sixth (6th) Lease Year	$	28.54	$	905,932.19	$	75,494.35
Seventh (7th) Lease Year	$	29.11	$	924,050.84	$	77,004.24
Eighth (8th) Lease Year	$	29.69	$	942,531.85	$	78,544.32
Ninth (9th) Lease Year	$	30.29	$	961,382.49	$	80,115.21
Tenth (10th) Lease Year	$	30.89	$	980,610.14	$	81,717.51
Eleventh (11th) Lease Year	$	31.51	$	1,000,222.34	$	83,351.86
Twelfth (12th) Lease Year	$	32.14	$	1,020,226.79	$	85,018.90
Thirteenth (13th) Lease Year	$	32.78	$	1,040,631.33	$	86,719.28
Fourteenth (14th) Lease Year	$	33.44	$	1,061,443.95	$	88,453.66
Fifteenth (15th) Lease Year	$	34.11	$	1,082,672.83	$	90,222.74

B-1-7

G.	OFFICE PREMISES FLOOR 16 (31,642 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	817,945.70	$	68,162.14
Second (2nd) Lease Year	$	26.37	$	834,304.61	$	69,525.38
Third (3rd) Lease Year	$	26.89	$	850,990.71	$	70,915.89
Fourth (4th) Lease Year	$	27.43	$	868,010.52	$	72,334.21
Fifth (5th) Lease Year	$	27.98	$	885,370.73	$	73,780.89
Sixth (6th) Lease Year	$	28.54	$	903,078.15	$	75,256.51
Seventh (7th) Lease Year	$	29.11	$	921,139.71	$	76,761.64
Eighth (8th) Lease Year	$	29.69	$	939,562.50	$	78,296.88
Ninth (9th) Lease Year	$	30.29	$	958,353.75	$	79,862.81
Tenth (10th) Lease Year	$	30.89	$	977,520.83	$	81,460.07
Eleventh (11th) Lease Year	$	31.51	$	997,071.24	$	83,089.27
Twelfth (12th) Lease Year	$	32.14	$	1,017,012.67	$	84,751.06
Thirteenth (13th) Lease Year	$	32.78	$	1,037,352.92	$	86,446.08
Fourteenth (14th) Lease Year	$	33.44	$	1,058,099.98	$	88,175.00
Fifteenth (15th) Lease Year	$	34.11	$	1,079,261.98	$	89,938.50

B-1-8

H.	OFFICE PREMISES FLOOR 46 (33,371 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	32.00	$	1,067,872.00	$	88,989.33
Second (2nd) Lease Year	$	32.64	$	1,089,229.44	$	90,769.12
Third (3rd) Lease Year	$	33.29	$	1,111,014.03	$	92,584.50
Fourth (4th) Lease Year	$	33.96	$	1,133,234.31	$	94,436.19
Fifth (5th) Lease Year	$	34.64	$	1,155,899.00	$	96,324.92
Sixth (6th) Lease Year	$	35.33	$	1,179,016.98	$	98,251.41
Seventh (7th) Lease Year	$	36.04	$	1,202,597.31	$	100,216.44
Eighth (8th) Lease Year	$	36.76	$	1,226,649.26	$	102,220.77
Ninth (9th) Lease Year	$	37.49	$	1,251,182.25	$	104,265.19
Tenth (10th) Lease Year	$	38.24	$	1,276,205.89	$	106,350.49
Eleventh (11th) Lease Year	$	39.01	$	1,301,730.01	$	108,477.50
Twelfth (12th) Lease Year	$	39.79	$	1,327,764.61	$	110,647.05
Thirteenth (13th) Lease Year	$	40.58	$	1,354,319.90	$	112,859.99
Fourteenth (14th) Lease Year	$	41.40	$	1,381,406.30	$	115,117.19
Fifteenth (15th) Lease Year	$	42.22	$	1,409,034.43	$	117,419.54

B-1-9

I.	OFFICE PREMISES FLOOR 47 (33,371 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	27.24	$	909,026.04	$	75,752.17
Second (2nd) Lease Year	$	27.78	$	927,206.56	$	77,267.21
Third (3rd) Lease Year	$	28.34	$	945,750.69	$	78,812.56
Fourth (4th) Lease Year	$	28.91	$	964,665.71	$	80,388.81
Fifth (5th) Lease Year	$	29.49	$	983,959.02	$	81,996.58
Sixth (6th) Lease Year	$	30.08	$	1,003,638.20	$	83,636.52
Seventh (7th) Lease Year	$	30.68	$	1,023,710.96	$	85,309.25
Eighth (8th) Lease Year	$	31.29	$	1,044,185.18	$	87,015.43
Ninth (9th) Lease Year	$	31.92	$	1,065,068.89	$	88,755.74
Tenth (10th) Lease Year	$	32.55	$	1,086,370.27	$	90,530.86
Eleventh (11th) Lease Year	$	33.21	$	1,108,097.67	$	92,341.47
Twelfth (12th) Lease Year	$	33.87	$	1,130,259.62	$	94,188.30
Thirteenth (13th) Lease Year	$	34.55	$	1,152,864.82	$	96,072.07
Fourteenth (14th) Lease Year	$	35.24	$	1,175,922.11	$	97,993.51
Fifteenth (15th) Lease Year	$	35.94	$	1,199,440.55	$	99,953.38

B-1-10

J.	OFFICE PREMISES FLOOR 48 (5,831 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	27.24	$	158,836.44	$	13,236.37
Second (2nd) Lease Year	$	27.78	$	162,013.17	$	13,501.10
Third (3rd) Lease Year	$	28.34	$	165,253.43	$	13,771.12
Fourth (4th) Lease Year	$	28.91	$	168,558.50	$	14,046.54
Fifth (5th) Lease Year	$	29.49	$	171,929.67	$	14,327.47
Sixth (6th) Lease Year	$	30.08	$	175,368.26	$	14,614.02
Seventh (7th) Lease Year	$	30.68	$	178,875.63	$	14,906.30
Eighth (8th) Lease Year	$	31.29	$	182,453.14	$	15,204.43
Ninth (9th) Lease Year	$	31.92	$	186,102.20	$	15,508.52
Tenth (10th) Lease Year	$	32.55	$	189,824.25	$	15,818.69
Eleventh (11th) Lease Year	$	33.21	$	193,620.73	$	16,135.06
Twelfth (12th) Lease Year	$	33.87	$	197,493.15	$	16,457.76
Thirteenth (13th) Lease Year	$	34.55	$	201,443.01	$	16,786.92
Fourteenth (14th) Lease Year	$	35.24	$	205,471.87	$	17,122.66
Fifteenth (15th) Lease Year	$	35.94	$	209,581.31	$	17,465.11

B-1-11

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-2

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO FITNESS CENTER

(See Attached)

B-2-1

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-2

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO FITNESS CENTER

(Based on 11,506 square feet of Rentable Area)

As used in this Exhibit B-2, the First (1st) Lease Year shall refer to the period commencing on the Fitness Center Commencement Date and ending on the last day of the calendar month in which the first anniversary of the day preceding the Fitness Center Commencement Date shall occur; each successive Lease Year shall be a period of one year, except the Fifteenth (15 ^th ) Lease Year shall end on the Initial Term Expiration Date.


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
First (1st) Lease Year	$	26.00	$	299,156.00	$	24,929.67
Second (2nd) Lease Year	$	26.52	$	305,139.12	$	25,428.26
Third (3rd) Lease Year	$	27.05	$	311,241.90	$	25,936.83
Fourth (4th) Lease Year	$	27.59	$	317,466.74	$	26,455.56
Fifth (5th) Lease Year	$	28.14	$	323,816.08	$	26,984.67
Sixth (6th) Lease Year	$	28.71	$	330,292.40	$	27,524.37
Seventh (7th) Lease Year	$	29.28	$	336,898.24	$	28,074.85
Eighth (8th) Lease Year	$	29.87	$	343,636.21	$	28,636.35
Ninth (9th) Lease Year	$	30.46	$	350,508.93	$	29,209.08
Tenth (10th) Lease Year	$	31.07	$	357,519.11	$	29,793.26
Eleventh (11th) Lease Year	$	31.69	$	364,669.49	$	30,389.12
Twelfth (12th) Lease Year	$	32.33	$	371,962.88	$	30,996.91
Thirteenth (13th) Lease Year	$	32.97	$	379,402.14	$	31,616.85
Fourteenth (14th) Lease Year	$	33.63	$	386,990.19	$	32,249.18
Fifteenth (15th) Lease Year	$	34.31	$	394,729.99	$	32,894.17

B-2-2

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-3

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO CAFETERIA

(See Attached)

B-3-1

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-3

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO CAFETERIA

(Based on 14,470 square feet of Rentable Area)

As used in this Exhibit B-3, the First (1st) Lease Year shall refer to the period commencing on the Cafeteria Commencement Date and ending on the last day of the calendar month in which the first anniversary of the day preceding the Cafeteria Commencement Date shall occur; each successive Lease Year shall be a period of one year, except the Fifteenth (15 ^th ) Lease Year shall end on the Initial Term Expiration Date.


TIME PERIOD	RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
First (1st) Lease Year	$	26.00	$	376,220.00	$	31,351.67
Second (2nd) Lease Year	$	26.52	$	383,744.40	$	31,978.70
Third (3rd) Lease Year	$	27.05	$	391,419.29	$	32,618.27
Fourth (4th) Lease Year	$	27.59	$	399,247.67	$	33,270.64
Fifth (5th) Lease Year	$	28.14	$	407,232.63	$	33,936.05
Sixth (6th) Lease Year	$	28.71	$	415,377.28	$	34,614.77
Seventh (7th) Lease Year	$	29.28	$	423,684.83	$	35,307.07
Eighth (8th) Lease Year	$	29.87	$	432,158.52	$	36,013.21
Ninth (9th) Lease Year	$	30.46	$	440,801.69	$	36,733.47
Tenth (10th) Lease Year	$	31.07	$	449,617.73	$	37,468.14
Eleventh (11th) Lease Year	$	31.69	$	458,610.08	$	38,217.51
Twelfth (12th) Lease Year	$	32.33	$	467,782.28	$	38,981.86
Thirteenth (13th) Lease Year	$	32.97	$	477,137.93	$	39,761.49
Fourteenth (14th) Lease Year	$	33.63	$	486,680.69	$	40,556.72
Fifteenth (15th) Lease Year	$	34.31	$	496,414.30	$	41,367.86

B-3-2

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-4

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO

CIRCULATION AREA

(See Attached)

B-4-1

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-4

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO

CIRCULATION AREA

(Based on 2,649 square feet of Rentable Area)

As used in this Exhibit B-4, the First (1st) Lease Year shall refer to the period commencing on the earlier to occur or (i) the Fitness Center Commencement Date, or (ii) the Cafeteria Commencement Date and ending on the last day of the calendar month in which the first anniversary of the day preceding such earlier date shall occur; each successive Lease Year shall be a period of one year, except the Fifteenth (15 ^th ) Lease Year shall end on the Initial Term Expiration Date.


TIME PERIOD	RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
First (1st) Lease Year	$	26.00	$	68,874.00	$	5,739.50
Second (2nd) Lease Year	$	26.52	$	70,251.48	$	5,854.29
Third (3rd) Lease Year	$	27.05	$	71,656.51	$	5,971.38
Fourth (4th) Lease Year	$	27.59	$	73,089.64	$	6,090.80
Fifth (5th) Lease Year	$	28.14	$	74,551.43	$	6,212.62
Sixth (6th) Lease Year	$	28.71	$	76,042.46	$	6,336.87
Seventh (7th) Lease Year	$	29.28	$	77,563.31	$	6,463.61
Eighth (8th) Lease Year	$	29.87	$	79,114.58	$	6,592.88
Ninth (9th) Lease Year	$	30.46	$	80,696.87	$	6,724.74
Tenth (10th) Lease Year	$	31.07	$	82,310.81	$	6,859.23
Eleventh (11th) Lease Year	$	31.69	$	83,957.02	$	6,996.42
Twelfth (12th) Lease Year	$	32.33	$	85,636.16	$	7,136.35
Thirteenth (13th) Lease Year	$	32.97	$	87,348.89	$	7,279.07
Fourteenth (14th) Lease Year	$	33.63	$	89,095.86	$	7,424.66
Fifteenth (15th) Lease Year	$	34.31	$	90,877.78	$	7,573.15

B-4-2

71 SOUTH WACKER DRIVE

HYATT CORPORATION.

EXHIBIT B-4

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO CIRCULATION AREA

(Based on 2,910 square feet of Rentable Area)


TIME PERIOD	FOOT PER SQUARE OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
July 1, 2005 – June 30, 2006	$	26.00	$	75,660.00	$	6,305.00
July 1, 2006 – June 30, 2007	$	26.52	$	77,173.20	$	6,431.10
July 1, 2007 – June 30, 2008	$	27.05	$	78,715.50	$	6,559.63
July 1, 2008 – June 30, 2009	$	27.59	$	80,286.90	$	6,690.58
July 1, 2009 – June 30, 2010	$	28.14	$	81,887.40	$	6,823.95
July 1, 2010 – June 30, 2011	$	28.71	$	83,546.10	$	6,962.18
July 1, 2011 – June 30, 2012	$	29.28	$	85,204.80	$	7,100.40
July 1, 2012 – June 30, 2013	$	29.87	$	86,921.70	$	7,243.48
July 1, 2013 – June 30, 2014	$	30.46	$	88,638.60	$	7,386.55
July 1, 2014 – June 30, 2015	$	31.07	$	90,413.70	$	7,534.48
July 1, 2015 – June 30, 2016	$	31.69	$	92,217.90	$	7,684.83
July 1, 2016 – June 30, 2017	$	32.33	$	94,080.30	$	7,840.03
July 1, 2017 – June 30, 2018	$	32.97	$	95,942.70	$	7,995.23
July 1, 2018 – June 30, 2019	$	33.63	$	97,863.30	$	8,155.28
July 1, 2019 – February 29, 2020	$	34.31	$	99,842.10	$	8,320.18

B-4-3

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT C-4

FITNESS CENTER SPACE

(See Attached)

LOGO

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT C-5

CAFETERIA SPACE

(See Attached)

LOGO

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT C-6

CIRCULATION AREA

(See Attached)

LOGO

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT D-1

WORKLETTER

(See Attached)

WORKLETTER AGREEMENT

This Workletter Agreement (this “ Workletter ”) supplements the Amended and Restated Office Lease (the “ Lease ”) dated as of June 15, 2004, executed concurrently herewith, by and between FrankMon LLC, as the landlord, and Hyatt Corporation, as the tenant, covering certain Premises described and defined in the Lease, and, together with the Lease, sets forth the agreement between Landlord and Tenant with respect to Landlord’s construction of the Landlord’s Work and Tenant’s construction of the Tenant Work. Each initially capitalized term not defined herein that is defined in the Lease shall have the same meaning as that ascribed to it in the Lease.

1.	Definitions.

The term “ Minimum Requirements ” means the requirement that the Landlord’s Work

conform to the Existing Drawings and not omit, differ from, be inconsistent with, or conflict with, any item, aspect or feature of the Existing Drawings, in either case, with respect to the matters identified on Exhibit A and

ii.

conform to the Project Description and Outline Specifications and not omit, differ from, be inconsistent with, or conflict with, any item, aspect or feature of the Project Description or Outline Specifications; except, under this clause 2, for any respects in which the Landlord’s Work exceeds the requirements of the Project Description or Outline Specification;

and, (i) in case of any conflict or inconsistency between or among the Existing Drawings, the Project Description or the Outline Specifications, (x) the Outline Specifications shall prevail over the Project Description and the Existing Drawings, and (y) the Project Description shall prevail over the Existing Drawings, and (ii) the Existing Drawings, the Project Description and the Outline Specifications shall be deemed modified by all Approved Section 4 Changes.

The term “ Landlord’s Work ” means all of the improvements, fixtures and equipment shown or called for by the Construction Documents approved or deemed approved by Tenant, including (i) any Landlord Work Changes approved by Tenant or not requiring Tenant approval, and (ii) any Tenant Change Order prepared by Landlord and approved by Tenant, excluding, in all cases, the Excluded Work.

The term “ Excluded Work ” means:

Any improvements, fixtures or equipment located in or comprising a part of the rentable areas of the Building which are not included in the Premises so long as the same: (x) are required or permitted under the Mayer Brown Lease or the Goldman Lease and (y) do not affect the Building’s core above the twenty second (22nd) floor as depicted on the Existing Drawings; and

ii.

all Shared Facilities Work.

The term “ Tenant Work ” means all of the improvements, fixtures and equipment shown or called for by the Tenant Work Plans approved by Landlord, including any Tenant Work Changes approved by Landlord or not requiring Landlord’s approval.

The term “ Landlord’s Design Professionals ” means Pei Cobb Freed & Partners Architects LLP (“ Landlord’s Architect ”) and such other architects and engineers as may be directly or indirectly engaged by Landlord in connection with the Project.

The term “ Tenant’s Design Professionals ” means such Illinois licensed architect as Tenant shall engage to prepare the Tenant Work Plans (“ Tenant’s Architect ”) and such other architects and engineers as may be directly or indirectly engaged by Tenant in connection with the Project.

The term “ Project ” means the Building and all other improvements on the Land.

2.	Design Development Drawings.

The term “ Design Development Drawings ” means final design development drawings for the Building.

No later than October 15, 2002, Landlord shall submit to Tenant Design Development Drawings that, subject to Section 4 hereof, conform to the Minimum Requirements. Such submission shall be accompanied by a separate notice (a “ Section 2 Notice ”) entitled “ NOTICE UNDER WORKLETTER SECTION 2 ” that

contains the following statement directly below such title: “THE DESIGN DEVELOPMENT DRAWINGS INCLUDED WITH THIS NOTICE ARE BEING SUBMITTED UNDER SECTION 2 OF THE 71 SOUTH WACKER WORKLETTER. YOUR APPROVAL OR DISAPPROVAL IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS. YOUR FAILURE TO APPROVE OR DISAPPROVE WITHIN SAID FIFTEEN (15) BUSINESS DAYS SHALL CONSTITUTE APPROVAL.”, and

ii.

list each sheet of the Design Development Drawings being submitted (including date and last revision date).

Tenant shall have fifteen (15) Business Days from the date of its receipt of the Design Development Drawings to approve or disapprove the Design Development Drawings so submitted to Tenant, and to notify Landlord of its reasons for withholding approval. Tenant, if it withholds its approval of the Design Development Drawings, shall deliver to Landlord, concurrently with such notice of disapproval, a reasonably specific statement of Tenant’s reasons for disapproval and may also include any specific revisions that Tenant proposes to remedy the matter, but Tenant shall not be required to propose any such specific revisions.

If the Design Development Drawings so submitted to Tenant conform to the Minimum Requirements, then Tenant shall not unreasonably withhold its approval thereof; except, that Tenant shall not be deemed to have unreasonably withheld its approval thereof if Tenant disagrees in good faith with the aesthetic characteristics or style of, any portion of the Design Development Drawings that (1) omit or change (including any change made from a specific material, color or finish specified in the Minimum Requirements to one of equal or comparable quality), or (2) to the extent not designated with specificity in the Minimum Requirements, provides for, in the case of both (1) and (2): the design, layout, materials, colors, or finishes of (i) any portions of the Base Building Work that are visible to any person from outside the Building or that are visible from or located within the Common Areas, including, without limitation, the exterior plaza, interior and exterior landscaped and planted areas, Building façade, curtain wall, sidewalks, retail spaces, Building lobby, elevator cabs, escalators, elevator lobbies and vestibules, mezzanine, exterior plaza, landscaping, lavatories and bathrooms (except any located within premises leased to a tenant) and (ii) lavatories and bathrooms located within or serving the 10th through the 27th and the 46th and 47th floors of the Building.

If Tenant does not timely approve or disapprove the Design Development Drawing as provided in Section 2.c, then Tenant shall be deemed to have approved the Design Development Drawings so submitted to Tenant.

The procedure provided for in Section 2.b through 2.e shall be repeated for each revised and resubmitted version of the Design Development Drawings until Tenant has approved the Design Development Drawings; except, that the time period provided for Tenant’s approval or disapproval in Section 2.c (and the Landlord’s statement of the Tenant response period in the Section 2 Notice) shall be shortened to five (5) Business Days.

If Landlord believes that Tenant is not entitled to withhold its approval, such dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures, and if such dispute is resolved in Landlord’s favor:

such approval shall be deemed to have been granted; and

ii.

Tenant’s withholding of approval shall be deemed to be Tenant Chargeable Conduct.

As used in this Section 2,

the term “approve” means approve without conditions (subject to Section 2.i), and

ii.

the terms “disapprove” or “withhold approval” shall have the same meaning and shall include approval with conditions; except, that in the case of any approval with conditions (a) the Design Development Drawings shall be deemed approved except for the matters to which the conditions relate, and (b) Section 2.f and 2.g shall remain applicable to the Design Development Drawings as to the matters to which the conditions relate until the Design Development Drawings are approved.

No approval by Tenant under this Section 2 shall be effective as to or be deemed to include any failure of the Design Development Drawings to conform to the Minimum Requirements, and Tenant shall not be deemed to have approved any failure of the Design Development Drawings to conform to the Minimum Requirements unless (1) Landlord specifically notified Tenant thereof as provided for Section 4.a and (2) Tenant specifically and affirmatively approved the same as provided for in Section 4.b.

3.	Construction Documents.

The term “ Construction Documents ” means complete coordinated architectural and engineering working drawings and specifications for the Building.

Landlord shall diligently prosecute the preparation of, and shall submit to Tenant, Construction Documents that, subject to Section 4 hereof, conform to the Minimum Requirements. Such submission shall be accompanied by a separate notice (a “ Section 3 Notice ”) entitled “ NOTICE UNDER WORKLETTER SECTION 3 ” that

contains the following statement directly below such title: “THE CONSTRUCTION DOCUMENTS INCLUDED WITH THIS NOTICE ARE BEING SUBMITTED UNDER SECTION 3 OF THE 71 SOUTH WACKER WORKLETTER. YOUR APPROVAL OR DISAPPROVAL IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS. YOUR FAILURE TIMELY TO APPROVE OR DISAPPROVE WITHIN SAID FIFTEEN (15) BUSINESS DAYS SHALL CONSTITUTE APPROVAL.”, and

ii.

shall list each sheet of the Construction Documents being submitted (including date and last revision date).

Tenant shall have fifteen (15) Business Days from the date of its receipt of the Construction Documents to approve or disapprove the Construction Documents submitted to Tenant, and to notify Landlord of its reasons for withholding approval. Tenant, if it disapproves Construction Documents, shall deliver to Landlord, concurrently with such notice of disapproval, a reasonably specific statement of its reasons for disapproval and of any specific revisions that Tenant proposes to remedy the matter, but Tenant shall not be required to propose any such specific revisions.

If the Construction Documents so submitted to Tenant conform to the Minimum Requirements, then Tenant shall not unreasonably withhold its approval thereof; except, that Tenant shall not be deemed to have unreasonably withheld its approval thereof if Tenant disagrees in good faith with the aesthetic characteristics or style of, any portion of the Construction Documents that (1) omit or change (including any change made from a specific material, color or finish specified in the Minimum Requirements to one of equal or comparable quality), or (2) to the extent not designated with specificity in the Minimum Requirements, provides for, in the case of both (1) and (2): the design, layout, materials, colors, or finishes of (i) any portions of the Base Building Work that are visible to any person from outside the Building or that are visible from or located within the Common Areas, including, without limitation, the exterior plaza, interior and exterior landscaped and planted areas, Building façade, curtain wall, sidewalks, retail spaces, Building lobby, elevator cabs, escalators, elevator lobbies and vestibules, mezzanine, exterior plaza, landscaping, lavatories and bathrooms (except any located within premises leased to a tenant) and (ii) lavatories and bathrooms located within or serving the 10th through the 27th and the 46th and 47th floors of the Building.

If Tenant does not approve or disapprove as provided in Section 3.c within the period provided for in Section 3.c, Tenant shall be deemed to have approved the Construction Documents so submitted to Tenant.

The procedure provided for in Sections 3.b through 3.e shall be repeated for each revised and resubmitted version of Construction Documents until Tenant approves the Construction Documents; except, that the time period provided for Tenant’s approval or disapproval in Section 3.c (and the Landlord’s statement of Tenant’s response period in the Section 3 Notice) shall be shortened to five (5) Business Days.

If Landlord believes that Tenant is not entitled to withhold its approval, then such dispute shall be resolved through the Workletter Dispute Procedures, and if such dispute is resolved in Landlord’s favor,

such approval shall be deemed to have been granted; and

ii.

Tenant’s withholding of approval shall be deemed to be Tenant Chargeable Conduct.

As used in this Section 3,

the term “approve” means approve without conditions (subject to Section 3.i), and

ii.

the terms “disapprove” or “withhold approval” have the same meaning and include approval with conditions; except, that in the case of any approval with conditions (a) the Construction Documents shall be deemed approved except for the matters to which the conditions relate, (b) Sections 3.f and 3.g shall remain applicable to the Construction Documents as to the matters to which the conditions relate until the Construction Documents are approved.

No approval by Tenant under this Section 3 shall be effective as to or be deemed to include any failure of the Construction Documents to conform to the Minimum Requirements and Tenant shall not be deemed to have approved any failure of the Construction Documents to conform to the Minimum Requirements unless (1) Landlord specifically notified Tenant thereof as provided for in Section 4.a and (2) Tenant specifically and affirmatively approved the same as provided for in Section 4.b.

Prior to the Landlord’s completion and delivery to Tenant of the Construction Documents for Tenant’s approval, Landlord shall deliver to Tenant, for informational purposes only, all interim progress sets of the Construction Documents, as and when such progress sets are completed.

4.	Non-Conforming Design Development Drawings or Construction Documents.

If Landlord believes that any item, aspect or feature of the Design Development Drawings does not conform to the Minimum Requirements or that any item, aspect of feature of the Construction Documents (including any Landlord Work Change) does not conform to the Minimum Requirements, then Landlord, when submitting such Design Development Drawings or Construction Documents (including any Landlord Work Change) to Tenant for its approval under this Workletter, shall include therewith (in addition to the Section 2 Notice, the Section 3 Notice or the Section 7 Notice, as the case may be) a separate notice (a “ Section 4 Notice ”) entitled “NOTICE UNDER WORKLETTER SECTION 4” that

contains the following statement directly below such title “THE DESIGN DEVELOPMENT DRAWINGS OR CONSTRUCTION DOCUMENTS OR LANDLORD WORK CHANGE INCLUDED WITH THIS NOTICE DO(ES) OR MAY NOT CONFORM TO THE MINIMUM REQUIREMENTS OF THE 71 SOUTH WACKER WORKLETTER IN THE RESPECTS IDENTIFIED BELOW. YOUR APPROVAL OR DISAPPROVAL IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS. YOUR FAILURE TIMELY TO DISAPPROVE IN ACCORDANCE WITH THE WORKLETTER SHALL CONSTITUTE APPROVAL” and

ii.

specifically identify each respect in which such Design Development Drawings or such Construction Documents or such Landlord Work Change do(es) or may not conform to the Minimum Requirements by referring to the accompanying drawing on which such non-conformity is bubbled or to the section of the accompanying specifications in which such non-conformity is set forth (each such non-conformity so identified being herein called a “ Proposed Section 4 Change ”).

If Landlord delivers a Section 4 Notice, then Tenant shall have fifteen (15) Business Days from its receipt of such Section 4 Notice to approve or disapprove the Proposed Section 4 Changes identified thereon. If Tenant has a reason for disapproving any Proposed Section 4 Change it shall notify Landlord thereof; except that Tenant is not required to have a reason to disapprove any Proposed Section 4 Change.

If Tenant does not approve or disapprove any Proposed Section 4 Change set forth in any Section 4 Notice within the period provided for in Section 4.b, then Landlord may thereafter deliver to Tenant

a copy of such Section 4 Notice, together with copies of the related Design Development Drawings or Construction Documents or Landlord Work Change and the related Section 2 Notice, Section 3 Notice or Section 7 Notice, and

ii.

a separate notice (a “ Final Section 4 Notice ”) entitled “FINAL NOTICE UNDER WORKLETTER SECTION 4” that contains the following statement directly below such title “YOU HAVE NOT TIMELY APPROVED OR DISAPPROVED THE PROPOSED SECTION 4 CHANGES IDENTIFIED IN THE SECTION 4 NOTICE INCLUDED HEREWITH. YOUR FAILURE TO DISAPPROVE SUCH PROPOSED SECTION 4 CHANGES WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE APPROVAL.”

If Tenant does not approve or disapprove any Proposed Section 4 Change identified in any Section 4 Notice within the period provided for in Section 4.b and Landlord delivers a Final Section 4 Notice with respect thereto (together with the other materials required by Section 4.c to be submitted therewith) and Tenant does not approve or disapprove such Proposed Section 4 Change within five (5) additional Business Days following its receipt of such Final Section 4 Notice, then Tenant shall be deemed to have approved said Proposed Section 4 Change so identified.

Any Proposed Section 4 Change approved by Tenant is herein called an “ Approved Section 4 Change. ”

Tenant’s approval or disapproval of any Proposed Section 4 Change identified on any Section 4 Notice shall not (except as to the matters covered by the Proposed Section 4 Changes) constitute or affect Tenant’s approval or disapproval of the Design Development Drawings or the Construction Documents or Landlord Work Change enclosed therewith, which shall (except as to the matters covered by the Proposed Section 4 Changes) be governed by Section 2, 3 or 7 of this Workletter, as the case may be.

5.	Phased Plans.

Landlord shall submit the Design Development Drawings in one package, except as otherwise set forth in Section 5.b. Landlord shall submit the Construction Documents in phases (by trade or trades) as developed and the provisions of Sections 2, 3 and 4 shall be applied separately to each such phase. Landlord shall not submit Construction Documents to Tenant until Tenant approves the Design Development Drawings or, in the case of any approval with conditions, as provided for in Section 2.h, until Tenant approves the Design Development Drawings as to the matters to which such phase of the Construction Documents relates.

Tenant has heretofore approved the steel, curtainwall and elevator Design Development Drawings listed on Exhibit B hereto; except, that (i) Landlord did not notify Tenant of any failure of such Design Development Drawings to conform to the Minimum Requirements, and (ii) Tenant is not deemed to have approved any failure of such Design Development Drawings to conform to the Minimum Requirements.

6.	Construction of Landlord Work. Landlord shall perform Landlord’s Work,

with diligence and continuity;

in accordance with the requirements of this Workletter; and

in accordance with the Construction Documents approved by Tenant, as modified from time to time, pursuant to any Tenant Change Order or Landlord Work Changes, in each case approved by Tenant pursuant to this Workletter, or by any Landlord Work Changes;

except, that (1) if and to the extent that the Construction Documents approved by Tenant do not conform to the Minimum Requirements then, except for any Approved Section 4 Changes, Landlord shall nonetheless be required to perform Landlord’s Work in accordance with the Minimum Requirements, and (2) Landlord shall not install any portion of Landlord’s Work until Tenant approves the Construction Documents for such portion thereof. Landlord shall not perform any work other than Landlord Work and Excluded Work. If Landlord performs any work that violates the terms of this Section 6 (“ Improper Landlord Work ”), then Landlord shall, upon Tenant’s demand, remove or correct the same as may be required in order to conform to this Section 6; except, that Landlord shall not be required (A) to remove or correct any such violation relative to Landlord’s

Work that under Section 13 Tenant is deemed to have accepted, or (B) to remove or correct any such violation that (i) is Excluded Work other than the Fitness Center and Cafeteria, (ii) conforms to the Minimum Requirements, and (iii) will not adversely affect Tenant or its use or occupancy of the Premises.

7.	Landlord Changes.

The term “ Landlord Work Change ” means any change in the Construction Documents for any portion of Landlord’s Work (or in any portion of Landlord’s Work) after Tenant’s approval of the Construction Documents for such portion of Landlord’s Work.

The term “ Permitted Landlord Work Change ” means any minor field change (as such term is understood in the industry) other than any that

is located in the Premises or on a floor upon which any portion of the Premises is located, or

ii.

does not conform to the Minimum Requirements.

Landlord shall promptly submit to Tenant each Landlord Work Change to Tenant that is not a Permitted Landlord Change.

Each Landlord Work Change that is not a Permitted Landlord Work Change shall be subject to Tenant’s approval in accordance with Section 3 of this Workletter (specifically including Section 3.d and Section 3.i); except that for purposes of any such Landlord Work Change

the notice referred to in Section 3.b (the “ Section 7 Notice ”) shall (i) be entitled “NOTICE UNDER WORKLETTER SECTION 7”, (ii) refer to the Landlord Work Change rather than to Construction Documents, and (iii) refer to five (5) Business Days rather than fifteen (15) Business Days; and

ii.

the period provided for in Section 3.c shall be shortened to five (5) Business Days.

Permitted Landlord Work Changes shall not be subject to Tenant’s approval. Landlord shall submit to Tenant copies of all Landlord Work Changes (excluding any thereof not reduced to writing) at such intervals as Landlord shall determine, but not less frequently than monthly.

8.	Tenant Change Orders.

The term “ Tenant Change Order Cost Adjustment ” means, subject to Section 8.e. hereof, the increase or decrease, if any, in Landlord’s Costs (after offsetting any deductive changes) resulting from a Tenant Change Order, each of which shall be itemized in reasonable detail, as set forth in Landlord’s notice under Section 8.k or, if Tenant shall have disputed the same pursuant to Section 8.m, as determined pursuant to the Workletter Dispute Procedures.

The term “ Tenant Change Order Delivery Date Time Adjustment ” means, subject to Section 8.e. hereof, the number of days by which any Segment Delivery Date is or will be delayed or accelerated by reason of a Tenant Change Order, as set forth in Landlord’s notice under Section 8.k or, if Tenant shall have disputed the same pursuant to Section 8.m, as determined pursuant to the Workletter Dispute Procedures.

The term “ Tenant Change Order Substantial Completion Date Time Adjustment ” means, subject to Section 8.e. hereof, the number of days by which the Substantial Completion Date is or will be delayed or accelerated by reason of a Tenant Change Order, as set forth in Landlord’s notice under Section 8.k or, if Tenant shall have disputed the same pursuant to Section 8.m, as determined pursuant to the Workletter Dispute Procedures.

The term “ Tenant Change Order Commencement Date Time Adjustment ” means, subject to Section 8.e. hereof, the number of days by which the Commencement Date is or will be delayed or accelerated by reason of a Tenant Change Order, as set forth in Landlord’s notice under Section 8.k or, if Tenant shall have disputed the same pursuant to Section 8.m, as determined pursuant to the Workletter Dispute Procedures.

The Tenant Change Order Cost Adjustment, the Tenant Change Order Delivery Date Time Adjustment, the Tenant Change Order Substantial Completion Date Time Adjustment and the Tenant Change Order Commencement Date Time Adjustment shall each be determined based on the assumption that Landlord has or will use commercially reasonable efforts to mitigate the extent of the delay and costs arising out of any Tenant Change Order (excluding mitigation measures that would result in Landlord incurring Landlord Costs that, following Landlord’s request, Tenant has refused to agree to pay in an instrument reasonably acceptable to Landlord). Prior to the final determination of the Tenant Change Order Cost Adjustment, the Tenant Change Order Delivery Date Time Adjustment, the Tenant Change Order Substantial Completion Date Time Adjustment and the Tenant Change Order Commencement Date Time Adjustment relative to any Tenant Change Order, Landlord and Tenant shall cooperate in identifying such mitigation measures.

Tenant, at Tenant’s sole cost and expense, at any time prior to the Commencement Date, may request (a “ Tenant Change Order Request ”) changes in Landlord’s Work (a “ Tenant Change Order ”). Each Tenant Change Order Request shall be in writing and shall contain sufficient detail for Landlord to prepare the changes to the Construction Documents necessary to effect the requested change in Landlord’s Work (the “ Tenant Change Order Requirements ”), and shall be accompanied by a separate notice (a “ Section 8.f Notice ”) entitled “NOTICE UNDER WORKLETTER SECTION 8.f” that shall

contain the following statement directly below such title: “THE TENANT CHANGE ORDER REQUESTS INCLUDED WITH THIS NOTICE ARE BEING SUBMITTED UNDER SECTION 8.f. OF THE 71 SOUTH WACKER WORKLETTER. YOUR APPROVAL OR DISAPPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TO APPROVE OR DISAPPROVE WITHIN SAID FIVE (5) BUSINESS DAYS SHALL CONSTITUTE APPROVAL.”, and

ii.

list each Tenant Change Order Request being submitted.

If Landlord believes that the Tenant Change Order Request does not conform to the Tenant Change Order Requirements, Landlord shall so notify Tenant as soon as reasonably practicable but, in any event, within five (5) Business Days after its receipt of any Tenant Change Order Request.

Each Tenant Change Order Request shall be subject to Landlord’s approval. Landlord’s approval shall not be unreasonably withheld, provided the related Tenant Change Order would not violate the Landlord Consent Standards and conforms to the Tenant Change Order Requirements.

Landlord shall have five (5) Business Days after its receipt of any Tenant Change Order Request (or its receipt of such additional detail as Landlord may reasonably request pursuant to Section 8.e) to approve or disapprove such Tenant Change Order Request, and to notify Tenant of its reasons for withholding approval. Landlord, if it shall disapprove the requested Tenant Change Order Request, shall deliver to Tenant, concurrently with such notice of disapproval, a reasonably specific statement of its reasons for disapproval and of any specific revisions that Landlord proposes to remedy the matter, but Landlord shall not be required to propose any such specific revisions. If Landlord does not approve or disapprove the Tenant Change Order Request as provided for in this Section 8.h within the time period provided for in this Section 8.h, then Landlord shall be deemed to have approved the Tenant Change Order Request. The procedure provided for in this Section 8.h shall be repeated for each revised and resubmitted version of such Tenant Change Order Request until Landlord approves or Tenant withdraws such Tenant Change Order Request.

If Tenant believes that Landlord shall not be entitled to withhold its approval of any Tenant Change Order Request, then the dispute shall be subject to the Workletter Dispute Procedures, and if such dispute is resolved in Tenant’s favor, then

such approval shall be deemed to have been granted; and

ii.

Landlord’s withholding of approval shall be deemed to be Landlord Chargeable Conduct.

As used in this Section 8 relative to Landlord’s approval of any Tenant Change Order Request,

the term “approve” means approve without conditions, and

ii.

the terms “disapprove” or “withhold approval” has the same meaning and includes approval with conditions; except, that in the case of any approval with conditions Sections 8.h and 8.i shall remain applicable to the Tenant Change Order Request until such Tenant Change Order Request is approved.

If Landlord approves of such Tenant Change Order Request then, within ten (10) Business Days of its receipt thereof (or its receipt of such additional detail as Landlord may reasonably request pursuant to Section 8.e), Landlord shall furnish Tenant with (i) the Tenant Change Order, and (ii) Landlord’s reasonable computation of the Tenant Change Order Cost Adjustment, the Tenant Change Order Delivery Date Time Adjustment, Tenant Change Order Substantial Completion Date Time Adjustment and the Tenant Change Order Commencement Date Time Adjustment. When Landlord delivers the foregoing to Tenant, if Landlord actually knows of potential modifications to Tenant’s Change Order that are in Landlord’s reasonable judgment not likely to be known by Tenant and that would materially reduce the Tenant Change Order Cost Adjustment, the Tenant Change Order Delivery Date Time Adjustment. the Tenant Change Order Substantial Completion Date Time Adjustment or the Tenant Commencement Date Time Adjustment, then Landlord shall use commercially reasonable efforts to promptly advise Tenant in writing of such modifications.

Within five (5) Business Days of Landlord’s delivery to Tenant of the materials required by Section 8.k, Tenant shall either approve such Tenant Change Order and the Landlord’s computation of the matters discussed in Section 8.k.(ii) above or withdraw such Tenant Change Order Request by delivering written notice of such approval or withdrawal to Landlord. If Tenant fails to timely deliver any such written notice, Tenant shall be deemed to have withdrawn such Tenant Change Order Request. If Tenant approves such Tenant Change Order, then, subject to Section 8.m. below, Landlord shall perform the same.

If, by notice delivered to Landlord given concurrently with its written notice approving any Tenant Work Change, Tenant disagrees with Landlord’s computation of the Tenant Change Order Delivery Date Time Adjustment, Tenant Change Order Substantial Completion Date Time Adjustment, Tenant Commencement Date Time Adjustment, or Tenant Change Order Cost Adjustment, set forth in Landlord’s notice pursuant to Section 8.k, then Landlord shall nonetheless proceed with the work provided for in any approved Tenant Change Order and the dispute shall be subject to the Workletter Dispute Procedures. If the results of such Workletter Dispute Procedures differ from Landlord’s response pursuant to Section 8.k, then the results of the Workletter Dispute Procedures shall be applicable for purposes of Section 8.l in lieu of Landlord’s response pursuant to Section 8.k(ii). If the Workletter Dispute Procedures result in a reduction of ten percent (10%) or more in any foregoing item in dispute, then Landlord shall reimburse Tenant for Tenant’s Costs incurred in prosecuting such Workletter Dispute Procedures; otherwise, Tenant shall reimburse Landlord for the Landlord’s Costs in the prosecution of such Workletter Dispute Procedures.

The amount of Tenant’s Change Order Cost Adjustment,

if positive, shall be paid by Tenant to Landlord following the completion of the Tenant Change Order, within (i) twenty (20) days following receipt of Landlord’s invoice therefore, if paid directly, or (ii) in the next permitted draw of the Tenant Work Allowance, if paid therefrom), or

ii.

if negative, shall be added to the Tenant Work Allowance.

Tenant, within twenty (20) days of Landlord’s request therefor, accompanied by appropriate documentation, shall pay to Landlord (or instruct Landlord to deduct from the Tenant Work Allowance) the amount of all of Landlord’s Costs incurred in connection with the review of any Tenant Change Order Request or the completion of any Tenant Change Order.

Without Limitation of the other provisions of this Section 8, Landlord agrees that Tenant shall have the right to substitute finishes of, and substitute materials with respect to, items of Landlord’s Work in the Premises, (the “ Landlord Finish Work ”) set forth on Exhibit G attached hereto (the “ Landlord Finish Schedule ”). Landlord shall cooperate reasonably with Tenant so as to minimize any time adjustments or cost adjustments resulting from any such substitution and Landlord in computing any such cost adjustment shall credit to Tenant an amount equal to any decrease in Landlord’s Costs resulting from such substitution. Toward that end, Landlord shall notify Tenant not less than fifteen (15) Business Days prior to the date upon which Landlord places its order for an item of Landlord Finish Work set forth in the Landlord Finish Schedule, setting forth on such notice the items of Landlord Finish Work to be ordered, the date that such item will be ordered, and the unit cost of the relevant item(s) of Landlord Finish Work (the “ Landlord Finish Work Notice ”). If Tenant elects to exercise its right to substitute any Landlord Finish Work, Tenant shall submit to Landlord a Tenant Change Order Request with respect thereto in accordance with the terms of Section 8.f above within ten (10) Business Days following receipt of such notice from Landlord.

9.	Effect and Scope of Tenant’s Approval.

Tenant shall have no liability to Landlord or to any third party by virtue of the existence or exercise of its consent or approval rights in this Workletter (except for such liability to Landlord as is provided for in this Workletter with respect to an improper exercise of such rights). Additionally, neither Tenant’s review nor approval of any of the Design Development Drawings or Construction Documents, including any Landlord Work Change, shall constitute a representation or

warranty by Tenant that such items (i) are complete or suitable for their intended purposes, or (ii) comply with applicable laws, ordinances, codes and regulations, or (iii) conform to the Minimum Requirements (other than Approved Section 7 Changes, which need not conform to the Minimum Requirements), and Tenant assumes no responsibility or liability whatsoever to Landlord or any other person or entity for such completeness, suitability, compliance or conformity.

Tenant acknowledges and agrees that it has no consent or approval rights with respect to any Excluded Work (other than pursuant to the Shared Facilities Workletter, with respect to the Cafeteria and Fitness Center), and that Sections 2.c and 3.c hereof do not apply to any such Excluded Work.

10.

Determination of Segment Delivery Dates.

The term “ Segment ” means a portion of the Premises comprising the First Segment, Second Segment, Third Segment or Fourth Segment and the term “ Segments ” means all of the foregoing Segments, collectively.

The term “ Segment Delivery Date ” means generically any of the First Segment Delivery Date, the Second Segment Delivery Date, the Third Segment Delivery Date or the Fourth Segment Delivery Date, as the case may be, and the term “ Segment Delivery Dates ” means all of the foregoing Segment Delivery Dates, collectively.

The term “ First Segment ” means the 9 ^th and 10 ^th floors of the Premises.

The term “ First Segment Delivery Date ” means the later of (1) March 1, 2004 and (2) the date upon which Landlord delivers the First Segment of the Premises to Tenant for completion of the Tenant Work therein, with all Segment Delivery Conditions with respect thereto in place and satisfied.

The term “ Second Segment ” means the 11 ^th and 12 ^th floors of the Premises.

The term “ Second Segment Delivery Date ” means the later of (1) April 1, 2004 and (2) the date upon which Landlord delivers the Second Segment of the Premises to Tenant for completion of Tenant Work therein, with all Segment Delivery Conditions with respect thereto in place and satisfied.

The term “ Third Segment ” means the 14 ^th and 15 ^th floors of the Premises.

The term “ Third Segment Delivery Date ” means the later of (1) May 1, 2004 and (2) the date upon which Landlord delivers the Third Segment of the Premises to Tenant for completion of the Tenant Work therein, with all Segment Delivery Conditions with respect thereto in place and satisfied.

The term “ Fourth Segment ” means the 16 ^th floor of the Premises.

The term “ Fourth Segment Delivery Date ” means the later of (1) June 1, 2004 and (2) the date upon which Landlord delivers the Fourth Segment of the Premises to Tenant for completion of the Tenant Work therein, with all Segment Delivery Conditions with respect thereto in place and satisfied.

The term “ High Rise Segment ” means the 46 ^th , 47 ^th and 48 ^th floors of the Building.

The term “ High Rise Segment Delivery Date ” means the later of (1) January 1, 2005 and (2) the date upon which Landlord delivers the High Rise Segment to Tenant for completion of the Tenant Work therein, with all Segment Delivery Conditions with respect thereto in place and satisfied.

The term “ Segment Delivery Conditions ” means, with respect to any particular Segment that: (1) Landlord’s Work with respect to a segment of the Premises is completed, except for the items of Landlord’s Work set forth on Exhibit I (the “ Incomplete Landlord Work ”), and the Segment Delivery Date Punchlist Items; and (2) the conditions described in Sections 19 and 20 hereof are in place (the “ Tenant Access Criteria ”) (collectively, the “ Segment Delivery Conditions ”). Any item on Exhibit I not otherwise addressed in Section 19 and 20 shall be completed by Landlord and Tenant on or before 60 days following the respective Segment Delivery Date.

The term “ Tenant Access Day ” means with respect to a particular Segment, any calendar day follow the Segment Delivery Date that the Segment Delivery Conditions are in place and satisfied with respect to such Segment; except, that a Tenant Access Day shall be deemed to have occurred on each day (without regard to whether or not the Segment Delivery Conditions are in place) that is a Saturday, Sunday, or Holiday if Tenant fails to orally advise Landlord or Landlord’s Contractor by 12:00 p.m. on the Business Day prior to such weekend day or Holiday that Tenant intends to enter the Segment for performance of Tenant Work on such Saturday, Sunday or Holiday.

As soon as Landlord believes that the Segment Delivery Conditions have been satisfied with respect to a particular Segment (a “ Segment Delivery Date ”), Landlord shall so notify Tenant (the “ Segment Delivery Date Notice ”). Each such notice shall include a reference to the Segment to which the Segment Delivery Date Notice relates, and certificate from Landlord’s Architect referring to Exhibit I and to Sections 19 and 20 of the Workletter and certifying that the Segment Delivery Conditions have been satisfied, and that the Segment Delivery Date has occurred with respect to such Segment and, if applicable certifying the Tenant Segment Delivery Date Delay Number of days, if any. The Segment Delivery Date Notice shall be entitled “SEGMENT DELIVERY DATE NOTICE” and shall contain the following statement directly below such title:

“THIS SEGMENT DELIVERY DATE NOTICE IS GIVEN UNDER SECTION 10 OF THE 71 SOUTH WACKER WORKLETTER. IF YOU DISAGREE WITH THIS NOTICE YOU MUST NOTIFY THE LANDLORD WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TIMELY TO DO SO SHALL CONSTITUTE YOUR AGREEMENT WITH THIS NOTICE.”

If Tenant disagrees with Landlord’s Segment Delivery Date Notice, then Tenant shall so notify Landlord within five (5) Business Days of its receipt thereof, and shall include with such notice a detailed listing of the respects in which Tenant believes that the Segment Delivery Conditions have not been satisfied. If Tenant fails to timely deliver notice of its disagreement under this Section 10.n, then the Segment Delivery Date shall be deemed to have occurred five (5) Business Days after the date upon which Tenant receives such Segment Delivery Date Notice, and such date shall be the Segment Delivery Date with respect to the Segment referenced in the Segment Delivery Date Notice.

The procedure provided for in Sections 10.m and 10.n shall be repeated until Tenant agrees with Landlord’s Segment Delivery Date Notice, or Tenant fails timely to deliver notice of its disagreement under Section 10.n; except, that if Landlord disagrees with any notice from Tenant under Section 10.n, the dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures.

Tenant’s agreement with, or failure timely to disagree with, the Segment Delivery Date Notice as provided for above or Tenant’s failure to include any item or items on its list under Section 10.n shall not release Landlord from any of its obligations under this Workletter or constitute Tenant’s agreement that the Segment Delivery Conditions have been satisfied or a waiver of any subsequent claim to the contrary; except, that if Tenant agrees with, or fails to timely disagree with, the Segment Delivery Date Notice, then the subsequent claim shall not postpone the Segment Delivery Date.

11.

Determination of Substantial Completion Date.

As soon as Landlord believes that the Substantial Completion Conditions have been satisfied, Landlord shall so notify Tenant (the “ Substantial Completion Date Notice ”) and shall include with such notice a certificate from Landlord’s Architect referring to Paragraph 1(B) of the Lease and certifying that the Substantial Completion Conditions have been satisfied. The Substantial Completion Date Notice shall be entitled “SUBSTANTIAL COMPLETION DATE NOTICE” and shall contain the following statement directly below such title. “THIS SUBSTANTIAL COMPLETION DATE NOTICE IS GIVEN UNDER SECTION 11 OF THE WORKLETTER. IF YOU DISAGREE WITH THIS NOTICE YOU MUST NOTIFY THE LANDLORD WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TIMELY TO DO SO SHALL CONSTITUTE YOUR AGREEMENT WITH THIS NOTICE.”

If Tenant disagrees with Landlord’s Substantial Completion Date Notice, Tenant shall so notify Landlord within five (5) Business Days of Tenant’s receipt thereof, and shall include with such notice a detailed listing of the respects in which Tenant believes that the conditions to the occurrence of the Substantial Completion Date have not been satisfied. If Tenant fails to timely deliver notice of its disagreement under this Section 11.b, then the Substantial Completion Date shall be deemed to have occurred on the date upon which Tenant received such Substantial Completion Date Notice.

The procedure provided for in Sections 11.a and 11.b shall be repeated until Tenant agrees with Landlord’s Substantial Completion Date Notice or fails to timely deliver notice of its disagreement under Section 11.b; except, that if Landlord disagrees with any notice from Tenant under Section 11.b, the dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures.

Tenant’s agreement with, or failure to timely disagree with, the Substantial Completion Date Notice as provided for above or Tenant’s failure to include any item or items on its list under Section 11.b shall not release Landlord from any of its obligations under this Workletter or constitute Tenant’s agreement that the Substantial Completion Conditions have been satisfied or a waiver of any subsequent claim to the contrary; except, that if Tenant agreed with, or failed to timely disagree with, the Substantial Completion Date Notice, then Tenant’s subsequent claim shall not postpone the Substantial Completion Date).

12.

Punch-Lists.

The term “ Segment Delivery Date Punch List Items ” means minor details of Landlord’s Work, the non-completion or improper completion of which does not, and the completion or proper completion of which will not, interfere with the performance by Tenant of the Tenant Work in the relevant, delivered Segment.

The term “ Substantial Completion Date Punch List Items ” means minor details of finish or mechanical adjustment of or to Landlord’s Work in the Premises, Common Areas, and Shared Facilities, the non-completion or improper completion of which does not, and the completion or proper completion of which will not, interfere with Tenant’s use and occupancy of the Premises for the ordinary conduct of Tenant’s business for the purposes set forth in Section 5 of the Lease and the use of the Common Areas, Cafeteria and Fitness Center for their intended purposes.

The term “ Punch List Items ” means, collectively, the Segment Delivery Date Punchlist Items and the Substantial Completion Date Punchlist Items.

Landlord, within fifteen (15) Business Days following delivery of the Segment Delivery Date Notice, shall prepare and deliver to Tenant a list of Segment Delivery Date Punchlist Items (“ Landlord’s Segment Delivery Punchlist ”). Tenant, within ten (10) Business Days of its receipt of such list, shall deliver to Landlord either (i) Tenant’s acceptance of

Landlord’s Segment Delivery Punchlist, or (ii) a list of any additional items that Tenant believes to be Segment Delivery Punchlist Items (“ Tenant’s Segment Delivery Punchlist ”). Landlord, within ten (10) Business Days of its receipt of Tenant’s Segment Delivery Punchlist, shall deliver to Tenant (i) either Landlord’s acceptance of Tenant’s Segment Delivery Punchlist or (ii) a list of the additional items listed thereon that Landlord believes are not Segment Delivery Punchlist Items (in which case the dispute relative to such items shall be subject to the Workletter Dispute Procedures). (Failure by either party to respond timely as aforesaid shall constitute such party’s acceptance of the list prepared and delivered by the other party). To the extent that items of Landlord’s Work with respect to a particular Segment are not reasonably capable of being tested or inspected by Landlord’s Architect upon a Segment Delivery Date (e.g., sprinkler system, HVAC system) then Tenant’s acceptance or non-acceptance of such items of Landlord’s Work shall be reserved until the later of the final Segment Delivery Date or the date upon which testing or inspection of such items is reasonably practicable.

Landlord, within fifteen (15) Business Days following delivery of the Substantial Completion Date Notice, shall prepare and deliver to Tenant a list of Substantial Completion Date Punchlist Items (“ Landlord’s Substantial Completion Date Punchlist ”). Tenant, within ten (10) Business Days of its receipt of such list, shall deliver to Landlord either (i) Tenant’s acceptance of Landlord’s Substantial Completion Date Punchlist, or (ii) a list of any additional items that Tenant believes to be Substantial Completion Date Punchlist Items (“ Tenant’s Substantial Completion Date Punchlist ”). Landlord, within ten (10) Business Days of its receipt of Tenant’s Substantial Completion Date Punchlist, shall deliver to Tenant (i) either Landlord’s acceptance of Tenant’s Substantial Completion Date Punchlist or (ii) a list of the additional items listed thereon that Landlord believes are not Substantial Completion Date Punchlist Items (in which case the dispute relative to such items shall be subject to the Workletter Dispute Procedure). (Failure by either party to respond timely as aforesaid shall constitute such party’s acceptance of the list prepared and delivered by the other party).

Landlord shall diligently prosecute the completion of all Segment Delivery Date Punchlist Items and all Substantial Completion Date Punchlist Items.

Tenant’s acceptance of Landlord’s Segment Delivery Punchlist or Landlord’s Substantial Completion Date Punchlist or Tenant’s failure to furnish a Tenant’s Segment Delivery Punchlist or a Tenant’s Substantial Completion Date Punchlist, or the omission of any item therefrom, shall not release Landlord from any of its obligations under this Workletter.

13.

Acceptance of Landlord’s Work. Notwithstanding Sections 10.p, 11.d and 12.g, upon the Commencement Date Tenant shall be deemed to have accepted Landlord’s Work in and about the Premises except for (i) defects therein of which Tenant notifies Landlord within one (1) year from the Commencement Date, (ii) structural or latent defects, and (iii) Punch List Items: except, that Tenant’s acceptance of Landlord’s Work shall not be deemed to release Landlord from any of its obligations under the Lease with respect to the operation, maintenance, repair or replacement of the Building or the providing of services to Tenant as provided for in the Lease.

14.

Tenant’s Right of Entry; Schedule Updates.

Subject to the applicable provisions of Section 18.f, during the construction of, and upon and after completion of, Landlord’s Work, Tenant, Tenant’s Design Professionals and other representatives and Tenant’s Contractors shall have the right to enter the Building and any portion thereof in order to: (i) inspect Landlord’s Work, or (ii) prepare plans, drawings or specifications; except, that, with the exception of Tenant’s right to enter the Premises and related Building areas after a Segment Delivery Date:

the same shall be subject to Landlord’s reasonable notice, scheduling and security requirements, and

ii.

Landlord shall have the right to accompany such persons during any such inspections.

Attached hereto as Exhibit K is a preliminary, detailed development schedule that sets forth Landlord’s good faith estimate of the schedule for completion of the components of the Landlord Work, Segment Delivery Dates and Substantial Completion Date (the “ Initial Development Schedule ”). During the development process, and as Landlord revises its estimates for completion of the components of work shown on the Initial Development Schedule, Landlord shall deliver to Tenant revised copies of its development schedule showing any expected deviations from the Initial Development Schedule and Landlord’s then best estimate of the Segment Delivery Dates, Substantial Completion Date and Commencement Date (each, a “ Revised Development Schedule ”). In addition, within five (5) Business Days of Tenant’s request from time to time, Landlord shall furnish Tenant with a copy of Landlord’s most recent Revised Development Schedule; except, that Landlord shall not be deemed to warrant the accuracy of the Initial Development Schedule or any Revised Development Schedule and the furnishing of such materials shall not limit or constitute a waiver of any of Landlord’s rights under this Workletter.

15.

Tenant Work.

Preparation and Approval of Tenant Work Drawings .

If Tenant desires to make any improvements to the Premises to prepare the same for its occupancy, then Tenant shall prepare complete architectural drawings and specifications and complete engineered mechanical, structural and electrical working drawings for such improvements showing the subdivision, layout, finish and decoration work desired by Tenant, and any internal or external communications or special utility facilities that will require

conducting or other improvements within Common Areas (collectively “ Tenant Work Plans ”). The Tenant Work Plans shall: (1) include preliminary locations and dimensions; (2) contain sufficient content and detail for use to obtain any required building permits and preparation of “shop drawings” (if applicable); and (3) show all items of such work in reasonable detail (collectively, the “ Tenant Building Plan Requirements ”). The Tenant Work Plans shall be prepared by Tenant’s Design Professionals. Tenant shall submit the Tenant Work Plans accompanied by a separate notice (a “ Section 15.a Notice ”) entitled “NOTICE UNDER WORKLETTER SECTION 15.a”, which shall contain the following statement directly below such title: “THE TENANT WORK PLANS INCLUDED WITH THIS NOTICE ARE BEING SUBMITTED UNDER SECTION 15.a OF THE 71 SOUTH WACKER WORKLETTER. YOUR APPROVAL OR DISAPPROVAL IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS. YOUR FAILURE TO APPROVE OR DISAPPROVE WITHIN SAID FIFTEEN (15) BUSINESS DAYS SHALL CONSTITUTE APPROVAL” and list each sheet of the Tenant Work Plans being submitted (including date and last revision date).

ii.

Landlord shall have fifteen (15) Business Days from its receipt of the Tenant Work Plans to approve or disapprove the Tenant Work Plans so submitted to Landlord, and to notify Tenant of its reasons for withholding approval. Landlord, if it shall disapprove any Tenant Work Plans, shall deliver to Tenant, concurrently with such notice of disapproval, a reasonably specific statement of its reasons for disapproval and of any specific revisions that Landlord proposes to remedy the matter; but, Landlord shall not be required to propose any such specific revisions.

iii.

So long as the Tenant Work Plans so submitted to Landlord conform to the Tenant Building Plan Requirements, Landlord may withhold its approval only if permitted by the Landlord Consent Standards.

iv.

If Landlord does not respond as provided in Section 15.a.2 within the period provided for in Section 15.a.2, then Landlord shall be deemed to have approved the Tenant Work Plans so submitted.

The procedure provided for in Sections 15.a.1 through 15.a.4 shall be repeated for each revised and resubmitted version of the Tenant Work Plans until Landlord shall have approved the Tenant Work Plans.

vi.

If Tenant believes that Landlord is not entitled to withhold its approval such dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures and if such dispute is resolved in Tenant’s favor

such approval shall be deemed to have been granted.

Landlord’s withholding of approval shall be deemed to be Landlord Chargeable Conduct.

vii.

As used in this Section 15,

the term “approve” means approve without conditions, and

the terms “disapprove” or “withhold approval” shall have the same meaning and shall include approval with conditions; except, that in the case of any approval with conditions (a) the Tenant Work Plans shall be deemed approved except for the matters to which the conditions relate, and (b) Sections 15.a.5 and 15.a.6 shall remain applicable to the Tenant Work Plans as to the matters to which the conditions relate until the Tenant Work Plans are approved.

viii.

Without limiting the generality of the foregoing, it is specifically agreed that, subject to the Landlord Consent Standards and Tenant Building Plan Requirements, Tenant’s right to perform Tenant Work shall include the right (a) to reinforce floors and columns, (b) to make slab cuts for the purpose of installing stairs and running risers and conduits, (c) to make beam cuts, (d) to install stone floors and/or raised floors, (e) to install additional toilets, showers and other plumbing facilities, (f) to install kitchen exhaust ducts through the black-iron shaft referred to in Paragraph 5(A) of the Lease, and (f) whenever permitted by Laws, to use BX cable rather than rigid conduit.

Changes in Landlord’s Work Required by Tenant Work . If any Tenant Work Plans require any change to Landlord’s Work (other than Special Tenant Work), then

Tenant, concurrently with its submission to Landlord of such Tenant Work Plans, shall furnish a Tenant Change Order Request with respect thereto, to which all of the terms and provisions of Section 8 shall be applicable, and

ii.

even if Landlord approves the Tenant Work Plans under Section 15.a.2, Landlord shall not be deemed to have approved so much of such Tenant Work Plans that require any change to Landlord’s Work unless and until (a) Landlord approves the related Tenant Change Order Request, and (b) Tenant approves the related Tenant Change Order.

If Landlord believes that any Tenant Work Plans require any change to Landlord’s Work (other than any as to which Tenant furnished a Tenant Change Order Request) then Landlord, no later than fifteen (15) Business Days after its receipt of such Tenant Work Plans, shall so notify Tenant. If Landlord does not so notify Tenant within such period, Landlord shall be deemed to have agreed that such Tenant Work Plans do not require any change to Landlord’s Work (other than as aforesaid). Any dispute regarding whether any Tenant Work Drawings require a Tenant Change Order shall be subject to the Workletter Dispute Procedures.

Special Tenant Work .

The term “ Special Tenant Work ” means changes to Landlord’s Work in the Premises (including work described in clauses (a), (b) and (c) of Section 15.a.8) performed by Tenant, rather than by Landlord pursuant to Section 8.

ii.

If Tenant desires at any time prior to the completion of the Tenant Work to perform any Special Tenant Work, it shall include the same in its Tenant Work Plans, and shall include with its Tenant Work Plans a separate notice (a “ Section 15.c Notice ”) entitled “NOTICE UNDER WORKLETTER SECTION 15.c” that shall

contain the following statement directly below such title: “THE TENANT WORK DRAWINGS INCLUDED WITH THIS NOTICE CONTAIN SPECIAL TENANT WORK AND ARE BEING SUBMITTED UNDER SECTION 15.c OF THE 71 SOUTH WACKER WORKLETTER.”, and

identify such Special Tenant Work.

iii.

The provisions of Sections 8 and 15.b shall not be applicable to such Special Tenant Work and the same shall not constitute a Tenant Change Order. The provisions of this Workletter applicable to other Tenant Work shall be applicable thereto; except that with respect to any Special Tenant Work;

Section 15.a.3 shall be deemed to read:

So long as the Tenant Work Plans so submitted to Landlord conform to the Tenant Building Plan Requirements with respect to such Special Tenant Work, Landlord’s approval shall not be unreasonably withheld, provided that such Special Tenant Work would not violate the Landlord Consent Standards, and

for purposes of the Landlord Consent Standards, such Special Tenant Work shall be deemed to constitute a Tenant Change Order.

iv.

If on or before the date Landlord is required to approve or disapprove any Special Tenant Work, Landlord notifies Tenant and demonstrates that Tenant’s performance of the Special Tenant Work would void any manufacturer’s equipment warranty applicable to any of the Base Building Work, then Landlord may require that such Special Tenant Work be instead performed by Landlord as a Tenant Change Order subject to Section 8 (in which case the same shall no longer be regarded as Special Tenant Work).

No Special Tenant Work shall be performed prior to any Segment Delivery Date and, with respect to any floor on which the Premises are located, after Tenant shall have commenced the conduct of business on all or any portion of such floor any such work desired to be performed by Tenant after such date being instead shall be governed by Article 8 of the Lease.

Tenant Work . If, and to the extent, Tenant performs any Tenant Work, it shall do so at its sole cost and expense (subject to the provisions of Section 16) and in accordance with Tenant Work Plans approved by Landlord and the requirements of this Workletter; except, that Tenant shall not install any portion of the Tenant Work until Landlord approves the Tenant Work Plans for such portion thereof.

Tenant’s Contractors . Each contractor and subcontractor to be used by Tenant for Tenant Work (each a “ Tenant’s Contractor ”) shall, subject to Section 23, be subject to Landlord’s approval, which shall not be unreasonably withheld, and no such Tenant’s Contractor shall commence the performance of Tenant Work until it is so approved by Landlord. Landlord shall have five (5) Business Days to approve or disapprove any Tenant’s Contractor, and to notify Landlord of its reasons for withholding approval. If Landlord does not timely disapprove any Tenant’s Contractor as provided above, such Tenant’s Contractor shall be deemed approved. If Tenant believes that Landlord is not entitled to withhold its approval, then such dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures and if such dispute is resolved in Tenant’s favor

such approval shall be deemed to have been granted, and

ii.

Landlord’s withholding approval shall constitute Landlord Chargeable Conduct.

Insurance Requirements . No Tenant’s Contractor shall commence performance of Tenant Work unless Tenant and such Tenant’s Contractor shall have submitted to Landlord certificates of insurance demonstrating compliance with the requirement of Section 24 of this Workletter.

Governmental Approvals . Tenant shall not perform any portion of Tenant Work for which any Tenant Governmental Approval is required to be obtained prior to the performance thereof unless Tenant or its contractors shall have obtained (and furnished Landlord with a copy of) such Tenant Governmental Approval.

Tenant Work Plan Changes .

The term “ Tenant Work Plan Changes ” means any change in the Tenant Work Plans for any portion of the Tenant Work (or in any portion of the Tenant Work) after Landlord shall have approved the same for such portion of the Tenant Work. The term “ Material Tenant Work Change ” means any Tenant Work Change that affects Special Tenant Work or that requires a Governmental Approval.

ii.

All Material Tenant Work Plan Changes and any other Tenant Work Changes for which Tenant requests Landlord’s approval shall be subject to Landlord’s approval in accordance with Sections 15.a through 15.c of this Workletter; except, that for purposes of any such Work Plan Change, the period provided for in Section 15.a.2 shall be shortened to five (5) Business Days.

the notice referred to in Section 15.a (the “ Section 15.h Notice ”) shall (i) be entitled “NOTICE UNDER WORKLETTER SECTION 15.h”, (ii) refer to the Tenant Work Change rather than to Tenant Work Plans, and (iii) refer to five (5) Business Days rather than fifteen (15) Business Days; and

the period provided for in Section 15.a.2 shall be shortened to five (5) Business Days.

Improper Tenant Work . If Tenant performs any work that violates the Landlord Consent Standards and such work is not: (a) reflected on Tenant Work Plans approved by Landlord or (b) a Tenant Work Change approved by Landlord (any such work being herein called “ Improper Tenant Work ”), then Tenant shall, upon Landlord’s demand, remove or correct the same as may be required in order to conform to the Landlord Consent Standards.

Phased Plans . Tenant may elect to submit Tenant Work Plans in phases (by portion of the Premises or trade or any combination thereof) and, in such a case, the foregoing provisions of Section 15 shall be applied separately to each phase.

Effect of Landlord’s Approval . Landlord shall have no liability to Tenant or to any third party by virtue of the existence or exercise of its consent or approval rights in this Section 15 (except for such liability to Landlord as is provided for in this Workletter with respect to an improper exercise of such rights). Additionally, neither review nor approval by Landlord of any of the Tenant Work Plans, including any Tenant Work Plan Changes, shall constitute a representation or warranty by Landlord that such items either (i) are complete or suitable for their intended purposes, (ii) comply with applicable laws, ordinances, codes and regulations, or (iii) conform to the requirements of this Workletter, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or any other person or entity for such completeness, suitability, compliance or conformance.

Landlord Fees . Tenant shall not be required to pay to Landlord any fee for profit, overhead, general conditions, supervision or coordination with respect to the Tenant Work.

Modular Electrical Wiring . Tenant desires to include modular wiring (as opposed to conduit wiring) as part of the Tenant Work, but doing so requires the City of Chicago (the “ City ”) to grant a variance from the provisions of its building code.

Landlord agrees that Tenant may pursue such variance and agrees to cooperate reasonably and in good faith with Tenant, at Tenant’s cost and expense, to obtain such variance so as to permit the installation of modular wiring within the Premises. Landlord’s cooperation, at Tenant’s sole cost and expense, shall include, (1) submitting (or joining in Tenant’s submission of) applicable and appropriate applications and related documentation reasonably required for such variance to the City, to the extent such submissions are required to be made (or joined in) by the Property owner, and (2) preparing or furnishing the items reasonable required or requested by the City to evaluate the variance request, including, without limitation, any new drawings, raised floor plans, electrical distribution plans, mock-ups, documents, engineering reports, load calculations, surveys, and studies, in each case, to the extent required to obtain such variance. If the City’s grant of the foregoing variance requires a change in Landlord’s Work, then any such changes shall be made through delivery of a Tenant Change Order Request pursuant to Section 8 hereof. Tenant shall indemnify, defend and hold Landlord harmless from and against any liabilities incurred by Landlord as a result of the performance of its obligations under this Section 15.m.

16.

Tenant Work Allowance.

Amount of Tenant Work Allowance . Landlord shall allow Tenant an allowance (the “ Tenant Work Allowance ”) equal to the remainder of (i) the product of $60.50 multiplied by the number of square feet of Rentable Area located on all of the floors of the Premises other than the 48th mezzanine floor, minus (ii) $152,000 with respect to the first two change orders to Landlord’s Work approved by Tenant and Landlord prior the date of the Lease. Tenant may use the Tenant Work Allowance to pay for the design and construction of the Tenant Work, Tenant Change Orders, Tenant Chargeable Conduct, fees and expenses of Tenant’s Design Professionals and Tenant’s Contractors, moving expenses, free-standing work stations, furniture, fixtures, equipment, computer cabling, telecommunications equipment and wiring, and for any other hard and soft costs and expenses reasonably related to the design, construction and occupancy of the Premises.

Disbursement of Tenant Work Allowance .

The Tenant Work Allowance shall be payable by Landlord to Tenant, or if requested by Tenant, to any of Tenant’s Contractors, Tenant’s Design Professionals, suppliers, materialmen, and consultants, in each case, within thirty (30) days following Landlord’s receipt of periodic requisitions (each being herein called a “ Tenant Requisition ”) therefor submitted by Tenant to Landlord as Tenant Work progresses, but no more frequently than monthly.

ii.

Each Tenant Requisition (a) shall state the amount of such Tenant Requisition, (b) shall, as applicable, state the amount payable to each of Tenant’s Contractors, Tenant’s Design Professionals, suppliers, materialmen, and consultants (and the mailing address thereof) and to Landlord, and (c) shall list the invoices to be paid or reimbursed; except, that if the total amount of such invoices exceeds the amount of such Tenant Requisition, then Tenant shall be responsible for the payment of the balance thereof. Each Tenant Requisition shall be accompanied by (a) the invoices so listed, (b) with respect to Tenant’s Contractor’s invoices, a certificate signed by Tenant and Tenant’s Architect certifying that Tenant Work represented by such invoices has been performed in accordance with Tenant Work Plans, (c) a copy of the appropriate Tenant and Tenant Contractor sworn statements and unconditional lien waivers covering the portion of the work covered by such Tenant Requisition; except, that lien waivers may be submitted on a “30-day delay” basis, so long as Tenant has provided to Landlord’s title insurer such undertakings and indemnities as the title insurer may require in order to insure over all such liens attributable to work completed to date and represented in such disbursement payment.

iii.

Upon completion of the Tenant Work, Tenant shall furnish Landlord with final waivers of lien and appropriate Tenant and contractor sworn statements, in such reasonable form as may be reasonably required by Landlord, from all parties performing labor or supplying materials or services in connection with the Tenant Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building.

iv.

Landlord shall not be required to pay any portion of Tenant’s Requisition to pay for materials to be employed in the Tenant Work until such materials are (i) stored in an off-site location that is adequately protected against damage, theft and the elements, and upon payment of Tenant’s Requisition, such materials will be owned by Tenant free of liens or security interests or (ii) stored at the Property. Upon Tenant’s request Landlord shall provide, at no cost to Tenant, a secure location upon the Property, adequately protected against damage, theft, and the elements, for storage of all such materials.

Before the earlier of the commencement of the construction of the Tenant Work or the submission of any Tenant Requisition, Landlord shall, at its expense, establish a construction escrow, in customary form, at a title insurance company designated by Landlord, which escrow shall provide for payment of the Tenant Work Allowance, from time to time, to Tenant, Tenant’s Design Professionals, Tenant’s Contractors, suppliers and consultants, as the case may be, in the manner set forth above, upon the title insurance company’s satisfactory review of lien waivers and sworn statements and upon the title insurance company’s willingness to issue title insurance over mechanic’s liens relating to Tenant Work through the date of each draw.

vi.

If all or any portion of any Tenant Requisition is not paid when due and such failure shall continue beyond the tenth (10 ^th ) day after Tenant shall have delivered a Notice of Intended Enforcement under Paragraph 4(K)(iv) of the Lease with respect thereto, then such unpaid amount shall bear interest at the Default Rate from and after such 10 ^th day until paid.

Ownership of Tenant Work .

Tenant shall have the right, by notice to Landlord at the time of or after the disbursement of any portion of the Tenant Work Allowance, to designate the particular items of Tenant Work paid for by Landlord through application of such portion of the Tenant Work Allowance.

ii.

For purposes of federal, state and local income taxes (1) Landlord shall be regarded as the owner of all items of Tenant Work paid for by Landlord through application of the Tenant Work Allowance (directly or by reimbursement to Tenant), and (2) Tenant shall be regarded as the owner of all Tenant Work paid for by Tenant with its own funds (without reimbursement by Landlord).

Recalculation of Tenant Work Allowance .

Initially the amount of Tenant Work Allowance shall be calculated based on the Rentable Areas set forth in Article 1 of the Lease (the “ Article 1 Area ”). The Tenant Work Allowance shall be recalculated based on the Rentable Areas set forth in the Final Measurement Method.

ii.

If, as a result of such recalculation, the Tenant Work Allowance is reduced to an amount in excess of the amount that Landlord has previously disbursed. Tenant shall pay the amount of such excess to Landlord within ten (10) days of the Final Measurement Report.

iii.

If, as a result of such recalculation, the Tenant Work Allowance is increased, then Landlord shall either (as Tenant shall elect) (a) add the amount to the Tenant Work Allowance and disburse the amount of the increase pursuant to this Section 16, or (b) pay the amount of such increase to Tenant within ten (10) days of receipt of Tenant’s demand therefor.

17.

Landlord’s Right of Entry; Progress Advisories.

Landlord’s Right of Entry .

Subject to Section 17.a.3, during the construction of, and upon completion of, the Tenant Work, Landlord, Landlord’s Design Professionals and other representatives, and Landlord’s Contractors shall have the right to enter the Premises in order to inspect the Tenant Work.

ii.

Subject to Section 17.a.3, until such time as Landlord’s Work in the Premises is completed, Landlord, Landlord’s Design Professionals and other representatives, and Landlord’s Contractors shall have the right to enter the Premises in order to perform Landlord’s Work therein.

iii.

After the first Segment Delivery Date:

any such entry into the relevant Segment shall be subject to Section 18.f.2.b and to Tenant’s reasonable security requirements,

Landlord’s Work in the relevant Segment shall be limited to completion of Landlord’s Incomplete Work and Segment Delivery Punchlist Items; and,

Tenant shall have the right to accompany such persons during any such entry.

Progress Advisories . Within five (5) Business Days of Landlord’s request from time to time, Tenant shall furnish Landlord with a copy of Tenant’s most recent construction schedule, and any expected deviations therefrom; except, that Tenant shall not be deemed to warrant the accuracy of such materials and that the furnishing of such materials shall not limit or constitute a waiver of any of Tenant’s rights under this Workletter.

Notice of Completion of Tenant Work; Delivery of As-Built Plans . Promptly after Tenant substantially completes the Tenant Work, Tenant shall notify Landlord of the date of such substantial completion. Tenant shall deliver to Landlord “as-built” (or construction set marked to show all changes) drawings of the Tenant Work within one hundred twenty (120) days after completion of the Tenant Work.

18.

Standards of Performance. All work done in or upon the Premises and Building by Landlord or Tenant shall be done according to the standards set forth in this Section 18.

Compliance with Laws . Landlord shall cause the Construction Documents and the Base Building Work and Tenant shall cause the Tenant Work Plans and the Tenant Work to comply with all Laws applicable thereto, including, without limitation, all applicable building and fire codes of the City and all other governmental authorities having jurisdiction, and with all requirements of the Americans with Disabilities Act of 1990, 42 U.S.C. §§12-101 et seq; except, that this Section 18.a shall not excuse or release Landlord from its obligation to conform to the Minimum Requirements.

Building Permits . Landlord shall, at its own cost and expense, obtain from any governmental authority having jurisdiction all required building and other permits and approvals relative to the Base Building Work, (“ Landlord Governmental Approvals ”), and Tenant or its contractors shall, at its own cost and expense, obtain from any governmental authority

having jurisdiction all required building and other permits and approvals relative to the Tenant Work (“ Tenant Governmental Approvals ”). Landlord shall cooperate with Tenant’s efforts to obtain the Tenant Governmental Approvals and, upon Tenant’s request, shall execute any applications or other documents required by applicable Law to be executed by the property owner in connection therewith, and Tenant agrees to indemnify and holds harmless Landlord for any cost, expense, or liability associated with such applications or documents.

Certificate of Occupancy .

Upon completion of all Landlord Work that is required to obtain a partial certificate of occupancy issued by the City for the Building (as distinguished from the Premises), including its Common Areas, (or if a partial certificate of occupancy is not then being issued by the City, then such other written evidence from the City that the Building, including all Common Areas may be lawfully and continuously occupied by the Tenant), Landlord, at its own cost and expense, shall apply for and diligently pursue such application until it obtains such certificate of occupancy or other occupancy evidence as aforesaid (the “ Building Certificate of Occupancy ”).

ii.

Upon completion of all work that is required to obtain a permanent certificate of occupancy for the Building issued by the City, Landlord, at its own cost and expense, shall apply for and diligently pursue such application until it obtains such permanent certificate of occupancy.

iii.

Upon completion of all Tenant Work that is required to obtain a certificate of occupancy issued by the City for the Premises (or if a certificate of occupancy is not then being issued by the City, then such other written evidence from the City that the Premises (as distinguished from the Building) may be lawfully and continuously occupied by the Tenant), Tenant, at its own cost and expense, shall apply for and diligently pursue such application until it obtains such certificate of occupancy or other evidence as aforesaid (the “ Premises Certificate of Occupancy ”), unless obtaining such Premises Certificate of Occupancy depends solely upon the completion of the Landlord Work or obtaining the Building Certificate of Occupancy, in which case Tenant’s obligation to obtain such Premises Certificate of Occupancy shall be deferred until Landlord completes the Landlord Work or obtains the Premises Certificate of Occupancy, or any of the foregoing.

Contractor Cooperation . Landlord’s contractors and subcontractors (“ Landlord’s Contractors ” ) and Tenant’s Contractors shall be licensed, union contractors (unless no union contractors are available to perform the particular work in question or union contractors do not customarily perform the particular work in question and use of such non-union contractors will not create disharmony with other union contractors at the Property), possessing good labor relations, capable of performing

quality workmanship and working in harmony with each other’s contractors and subcontractors and with other contractors and subcontractors in the Building. Landlord and Tenant shall conduct their respective labor relations and relations with their respective contractors, subcontractors and employees in an effort to avoid strikes, picketing, and boycotts of, on or about the Premises or Building and Land.

Quality of Construction . Landlord shall use only new, first class materials in the Landlord’s Work, except where explicitly shown in the Construction Documents. Tenant shall use only new, first class materials in the Tenant Work except where explicitly shown in the Tenant Work Plans. Landlord shall cause all Landlord’s Work to be done in a good and workmanlike manner, and Tenant shall cause all Tenant Work to be done in a good and workmanlike manner.

Premises Access; Non-Interference .

Prior to the first Segment Delivery Date, Tenant and Tenant’s Contractors shall have the right to access the Property for the purpose of storing building materials (including raised flooring), staging equipment in the Tenant Material Storage/Staging Area. Landlord may, in its reasonable discretion, permit Tenant access to do certain items of Tenant Work upon prior request of Tenant. During such period Tenant shall store such materials and equipment and shall conduct its activities (and shall cause Tenant’s Contractors to conduct their activities) in or about the Building so as not to interfere with or hinder the progress of Landlord’s Work in the Building, including the Premises; but, Tenant’s and Tenant’s Contractors use of any hoisting and other services provided to Tenant at Landlord’s reasonable discretion referred to in this Workletter (including those referred to in the Tenant Access Criteria) in accordance with the terms and provisions of this Workletter shall not constitute interfering with or hindering the progress of Landlord’s Work.

ii.

After Any Segment Delivery Date:

Tenant shall continue to have the right to access the Property and Premises to store building materials, stage equipment and perform the Tenant Work. During such period Tenant shall conduct its activities (and shall cause Tenant’s Contractors to conduct their activities)

in or about the Building excluding the Premises so as not to interfere with or hinder the progress of Landlord’s Work in the Building excluding the Premises; but Tenant’s and Tenant’s Contractors use of the services referred to in this Workletter (including those referred to in the Tenant Access Criteria) in accordance with the terms and provisions of this Workletter and Landlord’s required adherence to the Tenant Access Criteria shall not constitute interfering with or hindering the progress of Landlord’s Work); and,

in or about the Building (including the Premises) so as not to damage Landlord’s Work, and

Landlord shall conduct its activities (and shall cause its Contractors to conduct their activities) in or about the Building so as not to interfere with or hinder the progress of Tenant Work in the Premises; but Landlord and Landlord’s Contractor’s use of the services referred to in this Workletter in accordance with the terms and provisions of this Workletter shall not constitute interfering with or hindering the progress of Tenant Work.

Dust & Noise . Landlord and Landlord’s Contractors shall take reasonable, precautionary steps to minimize dust and noise, and to protect their facilities and the facilities of others affected by the Landlord’s Work or the Excluded Work and to properly police same and Tenant and Tenant’s Contractors shall take reasonable, precautionary steps to minimize dust and noise, and to protect their facilities and the facilities of others affected by the Tenant Work and to properly police the same.

Storage of Tenant’s Materials & Equipment . Tenant’s and Tenant’s Contractors’ construction equipment and materials are to be kept within the Premises and Tenant’s Material Storage/Staging Area (except that if it is impracticable to keep any such equipment or materials within the Premises, then Landlord will not unreasonably withhold its consent to their temporary location outside the Premises and Tenant’s Material Storage/Staging Area, at Tenant’s sole risk).

19.

Post-Segment Delivery Date Milestones and Obligations

Freight Elevator . On or before the one hundred eighty-first (181st) day after the earliest Segment Delivery Date (the “ Freight Elevator Operation Date ”), Landlord shall place in service, and thereafter Landlord shall at all times keep in service, the freight elevators and loading docks of the Building.

Passenger Elevators .

On or before:

The ninety-second (92nd) day after the earliest Segment Delivery Date with respect to the Mid-Rise Premises, and the two hundred eightieth (280th) day after the earliest Segment Delivery Date with respect to the High-Rise Premises, Landlord shall place in service and thereafter Landlord shall keep in service the passenger elevators serving the Premises;

Thirty (30) days prior to the Rent Commencement Date, Landlord shall install all elevator call buttons, indicator lights and other appurtenances in the elevator lobbies on the floors on which the Premises are located.

Curtain Wall Closure/Hoist Removal .

Within sixty (60) days following expiration of the Hoist Term, Landlord shall close-up the hoist-bay curtain-wall openings in the Premises and Building and remove all of the hoist tiebacks that are located in the Premises and installing the permanent curtainwall panels and remove the hoists.

Electricity .

Until such time as the Building’s permanent power serving the Premises is energized, Landlord shall provide temporary electric power consisting of one (1) two hundred eight (208) amp/120 volts panel on one (1) floor of each Segment.

ii.

On or before the one hundred thirty-fifth (135th) day after the earliest Segment Delivery Date, Landlord shall cause the Building’s permanent power facilities serving the Premises to be energized and available, and thereafter Landlord shall cause the same to be kept energized and available. From and after the later of (i) the date upon which Tenant commences the Tenant Work, and (ii) the date when the Building’s permanent power facilities are energized, Tenant shall be responsible for the cost of electricity furnished to the Premises as provided in the Lease as if the Commencement Date shall have occurred.

HVAC .

Prior to the date Landlord is obligated to provide heating, ventilating and air-conditioning in accordance with Section 19.e.2., Landlord shall provide ventilating as reasonably necessary for Tenant to perform the scheduled Tenant Work.

ii.

On or before the two hundred forty-fifth (245th) day after the earliest Segment Delivery Date and continuing thereafter (subject to Section 19.e.3), Landlord shall cause heating, ventilating and air conditioning to be provided to the Premises (in accordance with the HVAC Specifications) by means of the permanent base building air handler and the Building’s permanent chilled water plant.

iii.

Landlord and Tenant acknowledge and agree that notwithstanding anything to the contrary herein contained, Landlord shall be performing testing and commissioning the ventilating and air conditioning system components during the period commencing no later than the two hundred forty-fifth (245th) day after the earliest Segment

Delivery Date and ending 45-days thereafter (the “ HVAC Commissioning Period ”), and such testing and commissioning may require the periodic shut-down of certain components of the ventilating and air conditioning services herein described. At any time that Landlord is not be providing ventilating and air conditioning pursuant to and in accordance with Section 19.e.2, and Landlord shall instead shall provide ventilating and air conditioning pursuant to and in accordance with Section 19.e.1., no such periodic shutdown on or before the end of the foregoing 45-day testing and commissioning period shall constitute Landlord Chargeable Conduct or a failure of the Tenant Access Criteria; except, that

to the extent that Landlord fails to perform in accordance with this Section 19.e.3, such shutdown shall constitute Landlord Chargeable Conduct and a failure of the Tenant Access Criteria, and

any such shutdown after the end of the foregoing HVAC Commissioning Period or affecting heating or ventilating shall constitute Landlord Chargeable Conduct and a failure of the Tenant Access Criteria.

Supplemental Condenser Water . On or before the two hundred forty-fourth (244th) day after the earliest Segment Delivery Date and continuing thereafter, Landlord shall cause 100 tons of supplemental condenser water to be provided to the Premises (in accordance with the Condenser Water Specifications) by means of the Building’s permanent condenser water facilities. In addition, Landlord shall provide temporary cooling to Tenant as may be reasonably necessary to prosecute the Tenant Work.

Toilets . On or before the two hundredth day (200th) day after the earliest Segment Delivery Date, Landlord shall complete and place in service, and thereafter Landlord shall keep in service, the permanent toilet rooms on the floors on which the Premises are located, and the fixtures and equipment therein. Tenant shall be responsible for cleaning, maintaining and repairing of the toilet rooms until Tenant occupies the Premises for the ordinary conduct of its business.

Hardware . On or before the ninetieth (90th) day after the latest Segment Delivery Date (or such later date as Tenant requests) for the Mid-Rise Premises with respect to the Mid-Rise Premises and on or before the sixtieth (60th) day after the High Rise Segment Delivery Date (or such later date as Tenant requests) with respect to the High Rise Premises, Landlord shall install all door finish hardware included in Landlord’s Work on the floors on which the Premises are located.

Water . On or before the one hundred eightieth (180th) day following the earliest Segment Delivery Date, Landlord shall complete and place in service, and thereafter Landlord shall keep in service, the Building’s domestic water supply to the floors on which the Premises are located.

BMS & Fire Alarm System . On or before the two hundred and seventy-fifth (275th) day following the earliest Segment Delivery Date, Landlord shall place in service, and thereafter Landlord shall keep in service, the portions of the Building’s BMS and fire alarm systems that shall service the Premises.

Sprinklers . From and after each Segment Delivery Date, Landlord shall cause the Building’s sprinkler system to be pressurized to the floors on which such Segment is located.

OSHA Compliance and Other Legally Required Conditions . From and after the first Segment Delivery Date, Landlord shall cause the conditions on the Land or within the Building (including the Premises except to the extent arising out of the acts or omissions of Tenant) to be such as is required by Law in order for tenants generally to prosecute ordinary office improvements. Without limiting the generality of the foregoing from and after the first Segment Delivery Date, Landlord shall at all times cause the conditions on the Land or within the Building (including the Premises except to the extent arising out of the acts or omissions of Tenant) to be in such a condition as to permit their occupation and use by workers engaged in construction without violation of Section 5(a)(1) of the Occupational Safety and Health Act (“ OSHA ”). Landlord shall also cause the conditions of said areas to at all times comply with those safety standards promulgated pursuant to Section 5(a)(2) of OSHA, as are applicable to workers engaged in construction.

Hours . Landlord shall provide to Tenant access to the Premises and the services described in this Section 19, 24 hours a day, 7 days a week, subject, with respect to the hoists and freight elevators, to Sections 20.b. and 20.c; provided, however, that (1) Tenant shall give Landlord reasonable prior notice of Tenant’s need for access to the Premises outside of Normal Working Hours, and (2) Tenant shall reimburse Landlord for the costs of any additional security provided by Landlord by reason of (i.e., which would not have been provided but for Tenant’s working outside of Normal Working Hours).

20.

Vertical Transportation, Construction Debris and Passenger Elevators Used for Construction.

Normal Working Hours . The term “ Normal Working Hours ” shall mean 7:00 a.m. to 3:00 p.m. on Business Days.

Hoists .

The Hoist shall be available to Tenant during the period (the “ Hoist Term ”) commencing on the earliest Segment Delivery Date and ending on the later of (x) the one hundred eighty-first (181st) day after said earliest Segment Delivery Date and (y) the Freight Elevator Operation Date.

ii.

Normal Working Hours of the Project . While the hoists are operational, Landlord shall cause Landlord’s general contractor to make the hoists available to Tenant and Tenant’s Contractors for personnel and small tools during the Normal Working Hours, without charge and without discrimination, in common with Landlord’s Contractors and other entitled to use the same. Tenant shall not be entitled to use the hoists for materials during Normal Working Hours.

iii.

Other Hours . While the hoists are operational, Landlord shall cause Landlord’s general contractor to make the hoists available to Tenant and Tenant’s Contractors for personnel, small tools and freight outside of Normal Working Hours, on a reserved exclusive basis, subject to advance reservation with Landlord’s general contractor, and Landlord shall cause Landlord’s general contractor to administer such reservations without discrimination among the tenants of the Building. Tenant shall pay for usage under this Section 20.b.2 in accordance with the rates therefor set forth on Exhibit E . During the second and third shifts with respect to one of the hoists, Tenant and its contractors shall have priority over Landlord and its contractors (and priority no less than any other tenant or its contractors), even if Landlord or its contractors shall have made a prior advanced reservation for second or third shift use. During the second and third shifts, so long as two hoists are operational, Landlord and its contractors shall have priority with respect to the other hoist over Tenant and its contractors, even if Tenant or its contractors shall have made a prior advanced reservation for second or third shift use.

Freight Elevators/Loading Dock .

Normal Working Hours of the Project . Landlord shall cause Landlord’s general contractor to make the Building’s freight elevators and loading docks available to Tenant and Tenant’s Contractors for personnel and small tools during the Normal Working Hours, without charge and without discrimination, in common with Landlord’s Contractors and others entitled to use the same. Tenant shall not be entitled to use the Building’s freight elevators or loading docks for transporting materials during Normal Working Hours. Notwithstanding anything contained in Sections 19 and 20 of this Workletter to the contrary, Landlord agrees that from and after the Freight Elevator Operation Date, Tenant shall be provided adequate access to the Building’s freight elevators in order to permit the timely prosecution of the Tenant Work.

ii.

Other Hours . Landlord shall cause Landlord’s general contractor to make the Building’s freight elevators and loading docks available to Tenant and Tenant’s Contractors for personnel, small tools and freight outside of Normal Working Hours, on a reserved exclusive basis, subject to advance reservation with Landlord’s general contractor and Landlord shall cause Landlord’s general contractor to administer such reservations without discrimination

among the tenants of the Building. During the second and third shifts with respect to one of the freight elevators, Tenant and its contractors shall have priority over Landlord and its contractors (and priority no less than any other tenant or its contractors), even if Landlord or its contractors shall have made a prior advanced reservation for second or third shift use. During the second and third shift, so long as two freight elevators are operational, Landlord and its contractors shall have priority with respect to the other freight elevator over Tenant and its contractors, even if Tenant or its contractors shall have made a prior advanced reservation for second or third shift use. Tenant shall pay for usage under this Section 20.c.2 in accordance with the rates set forth on Exhibit E .

iii.

Term of Service . Landlord’s obligations under this Section 20.c. shall commence upon the date (the “ Freight Elevator Operation Date ”) which is the earliest to occur of (x) the date the hoists are no longer in operation and (y) the two hundred seventy-third (273rd) day after the earliest Segment Delivery Date.

Rubbish Removal . Landlord shall furnish to and remove from each floor of the Premises construction dumpsters in locations adjacent either to the hoists or the freight elevators, whichever is then in service, as Landlord shall designate, and Tenant shall pay for this service in accordance with the rates set forth on Exhibit E . Such rates include use of the dumpsters, labor and the disposition of the construction rubbish.

Passenger Elevator . On or before the ninety-second (92nd) day after the earliest Segment Delivery Date with respect to the Mid-Rise Premises, and on or before the two hundred eightieth (280th) day after the earliest Segment Delivery Date with respect to the High-Rise Premises, and ending in each case upon the expiration of Tenant’s Move-In Period, Tenant shall have the exclusive right to use four (4) of the passenger elevators serving such portion of the Premises and may use such passenger elevators for movement of construction materials and personnel and Landlord shall also provide Tenant with reasonable facilities for movement of freight and building materials from the Building’s Arcade Place garage to all such passenger elevators. Prior to Tenant’s use of said passenger elevators pursuant to this Section 20.e, Tenant shall install in the cabs of such elevators and around the doors and doorways to such cabs on the ground floor of the Building and on each floor of the Premises, such protection shall be required in order to protect the elevators from damage when so used by Tenant. Upon Tenant’s ceasing to use such passenger elevators pursuant to this Section 20.e, Landlord at its cost shall install the interior finishes to and restore such cars so used and the associated machinery and equipment to like-new condition except to the extent of any damage to such cars arising out of Tenant’s use, for which the cost instead shall be born by Tenant. Tenant hereby agrees that the Commencement Date shall be deemed to have otherwise occurred under Paragraph 1(B) of the Lease and Landlord shall not be in default under its obligation to provide passenger elevator service pursuant to Article 6 of the Lease unless and until Landlord shall have been given not less than sixty (60) days to perform

such finish and restoration work in the passenger elevators after the Tenant’s Move-In Period. During any Tenant’s use of the passenger elevators pursuant to this Section 20.e, Tenant shall provide Union operating engineer(s) as required by applicable Union contracts; except that for any such use prior to the date on which the freight elevators of the Building are placed in service or, during any period when any of the freight elevators of the Building are out of service, Landlord shall reimburse Tenant for the costs of such Union operating engineer.

Tenant’s Move-In . Notwithstanding, and without limitation of, any of the other provisions of this Workletter or the Lease, Landlord agrees that Tenant may move Tenant’s property related to its use and occupancy of the Premises into each floor of each of the Mid-Rise Premises and the High-Rise Premises on the Friday (after 5:00 p.m.), Saturday and Sunday of four (4) consecutive weekends of Tenant’s choosing, so long as Tenant notifies Landlord of the dates of such move-in at least five (5) Business Days prior to the first Saturday of the move (“ Tenant’s Move-In Period ”). During Tenant’s Move-In Period, Tenant shall have exclusive use of one (1) freight elevator, exclusive use of eight (8) of the nine (9) passenger elevators serving the Premises and preferential use of one (1) non-exclusive freight elevator (subject to reasonable coordination with other regular users (i.e., janitorial, mail delivery) not also moving in or out of the Building) during such four (4) weekends.

21.

Tenant Chargeable Conduct; Landlord Chargeable Conduct.

Tenant Chargeable Conduct:

The term “ Tenant Chargeable Conduct ” means:

any Improper Tenant Work by Tenant and Tenant’s removal or correction thereof;

any failure by Tenant to observe or perform its obligations under this Workletter (including, but not limited to, any improper withholding by Tenant of its consent or approval pursuant to Sections 2 and 3 hereof); and

any Tenant Work or condition created in connection with its performance of Tenant Work which delays Landlord’s obtaining a partial certificate of occupancy for the Building.

except to the extent that any of the foregoing arise out of any fire or other casualty occurring in, on or about the Land or the improvements or other property thereon, regardless of the fault therefor.

ii.

The term “ Tenant Segment Delivery Date Delay Number ” means the number of days, if any, by which a Segment Delivery Date with respect to any particular Segment is or will be delayed by reason of

Tenant Chargeable Conduct; plus any positive time adjustment and minus any negative time adjustment;

in respect of each Tenant Change Order approved by Tenant and performed by Landlord, the Tenant Change Order Delivery Date Time Adjustment with respect thereto.

iii.

The term “ Tenant Substantial Completion Date Delay Number ” means the sum of

the number of days, if any, by which the Substantial Completion Date is or will be delayed by reason of Tenant Chargeable Conduct; plus any positive time adjustment and minus any negative time adjustment;

in respect of each Tenant Change Order approved by Tenant and performed by Landlord, the Tenant Change Order Substantial Completion Date Time Adjustment with respect thereto.

iv.

The term “ Tenant Commencement Date Delay Number ” means the sum of

the number of days, if any, by which the Commencement Date (ignoring the phrase “the Tenant Commencement Date Delay Number of days, if any,” contained in the definition thereof) is or will be delayed by reason of Tenant Chargeable Conduct ; plus any positive time adjustment and minus any negative time adjustment;

in respect of each Tenant Change Order approved by Tenant and performed by Landlord, the Tenant Change Order Commencement Date Time Adjustment with respect thereto.

It shall be a condition of Landlord’s right to assert the existence of any Tenant Chargeable Conduct under this Section 2.1a.1 that Landlord notify Tenant in writing thereof. If such notice is delivered later than five (5) Business Days after Landlord has actual knowledge of the existence of such Tenant Chargeable Conduct, then all Tenant Chargeable Conduct occurring during the period commencing on such fifth (5 ^th ) Business Day and ending on the date of such notice shall be disregarded and deemed not to have occurred.

vi.

Landlord shall notify Tenant of the estimated Tenant Segment Delivery Date Number and the estimated Tenant Commencement Date Delay Number and the estimate amount of Landlord’s Costs payable under Section 21.a.7, as soon as Landlord is reasonably able to estimate the same, but no such estimates shall be binding on Landlord.

vii.

Any dispute regarding (i) the existence or extent of any Tenant Chargeable Conduct, or (ii) any Tenant Segment Delivery Date Delay Number arising under clause (a) of the definition thereof, (iii) the Tenant Substantial Completion Date Delay Number arising under clause (a) of the definition thereof, (iv) the Tenant Commencement Date Delay Number arising under clause (a) of the definition thereof, or (v) the amounts of Landlord’s Costs payable under Section 21.b.5, shall be subject to the Workletter Dispute Procedure.

viii.

If, within five (5) Business Days of request by either party, the parties have not finally agreed upon a Tenant Segment Delivery Date Delay Number under Section 21.a.2.a arising out of any Tenant Chargeable Conduct for purposes of Paragraph 4(C) of the Lease then either party shall have the right to commence the Workletter Dispute Procedure; except, that any determination of the Tenant Segment Delivery Date Delay Number made prior to a particular Segment Delivery Date shall (except for purposes of Paragraph 4(C) of the Lease) be subject to redetermination after the Segment Delivery Date.

ix.

If, within five (5) Business Days of request by either party, the parties have not finally agreed upon a Substantial Completion Date Delay Number under Section 21.a.3.a arising out of any Tenant Chargeable Conduct for purposes of Paragraph 4(F) of the Lease then either party shall have the right to commence the Workletter Dispute Procedure; except, that any determination of the Substantial Completion Date Delay Number made prior to the Substantial Completion Date shall (except for purposes of Paragraph 4(F) of the Lease) be subject to redetermination after the Substantial Completion Date.

If, within five (5) Business Days of request by either party, the parties have not agreed upon any Tenant Commencement Date Delay Number arising out of any Tenant Chargeable Conduct then either party shall have the right to commence the Workletter Dispute Procedure; except, that any determination of a Tenant Commencement Date Delay Number made prior to the Substantial Completion Date shall (except for purposes of Article 4(F) of the Lease) be subject to re-determination after the Commencement Date.

Landlord Chargeable Conduct:

The term “ Landlord Chargeable Conduct ” means:

any failure of the Premises to satisfy the Commencement Conditions at any time after the Commencement Date (unless such failure is caused by Tenant) or any remedial work undertaken with respect thereto;

any failure by Landlord to observe or perform its obligations under Article 4 of the Lease or this Workletter, or both, (including any improper withholding by Landlord of its consent or approval pursuant to Section 8, 15 or 23).

any Improper Landlord Work and Landlord’s removal or correction thereof;

ii.

The term “ Landlord Delay Number ” means the number of days, if any, by which the substantial completion of the Tenant Work, the Furniture Work, Tenant’s Move-In Period, or the issuance of the Premises Certificate of Occupancy is actually delayed by reason of Landlord Chargeable Conduct.

iii.

It shall be a condition of Tenant’s right to assert the existence of any Landlord Chargeable Conduct that Tenant notify Landlord in writing thereof. If such notice is delivered later than five (5) Business Days after Tenant has actual knowledge of the existence of such Landlord Chargeable Conduct, then all Landlord Chargeable Conduct during the period commencing on such fifth (5 ^th ) Business Day and ending on the date of such notice, shall be disregarded and deemed not to have occurred.

iv.

Tenant shall notify Landlord of the estimated Landlord Delay Number and the estimated amount of Tenant’s Costs payable under Section 21.b.5, as soon as Landlord is reasonably able to estimate the same, but no such estimate shall be binding on Tenant.

Any dispute regarding (i) the existence or extent of any Landlord Chargeable Conduct, (ii) the Landlord Delay Number, or (iii) the amount of Tenant’s Costs payable under Section 21.a.7 shall be subject to the Workletter Dispute Procedure.

vi.

If, within five (5) Business Days of request by either party, the parties have not agreed upon the Landlord Delay Number arising out of any Landlord Chargeable Conduct then either party shall have the right to commence the Workletter Dispute Procedure; except, that any determination of the Landlord Delay Number made before the substantial completion of the Tenant Work and the Furniture Work and the issuance of a certificate of occupancy for the Premises shall be subject to redetermination after the substantial completion of the Tenant Work.

In each and every case of Tenant Chargeable Conduct or Landlord Chargeable Conduct, Landlord and Tenant shall each take reasonable measures to mitigate, and shall use commercially reasonable efforts to cause its respective contractors and subcontractors to mitigate the extent of delay and costs arising out of such Tenant Chargeable Conduct or Landlord Chargeable Conduct; except, that

(i)

Landlord shall not be required to undertake mitigation measures which would result in Landlord incurring Landlord’s Costs except for commercially reasonable mitigation measures as to which Tenant agrees, in an instrument reasonably acceptable to Landlord, including a description setting forth in reasonable detail the mitigation measure which Tenant is willing to pay for, to pay such Landlord’s Costs, and

(ii)

Tenant shall not be required to undertake mitigation measures which would result in Tenant incurring Tenant’s Costs except for commercially reasonable mitigation measures as to which Landlord agrees, in an instrument reasonably acceptable to Tenant, including a description setting forth in reasonable detail the mitigation measures which Landlord is willing to pay for, to pay such Tenant’s Costs; provided, however, that if, together with or at any time subsequent to Tenant’s notice under Section 21.b.3 with respect to any Landlord Chargeable Conduct, Tenant notifies Landlord that Tenant intends (a) to enter into any 190 Extension Agreement or any Temporary Space Agreement, or (b) to exercise any right or option provided for therein which requires Tenant to expend or commit to expend or results in Tenant being committed to expend funds (any such notice being herein called an “ Off-Site Mitigation Notice ” and the intended action referred to therein called an “ Off-Site Mitigation Action ”) then no such instrument delivered by Landlord later than ten (10) Business Days after its receipt of such Off-Site Mitigation Notice shall be effective to require Tenant so to mitigate any Landlord Chargeable Conduct arising prior to Tenant taking such Off-Site Mitigation Action.

(iii)

Subject to the proviso to clause (ii) above, if applicable, Landlord and Tenant shall cooperate in identifying (and, in giving each other an opportunity to agree to pay for) mitigation measures.

No failure by Landlord or Tenant to mitigate shall constitute or give rise to a default under the Lease, but (i) in case of such failure by Landlord, the Tenant Segment Delivery Date Delay Number, Tenant Substantial Completion Date Delay Number, and Tenant Commencement Date Delay Number shall be computed as if Landlord had mitigated as and to the extent required by this Section 21.c, and (ii) in case of such failure to mitigate by Tenant, the Landlord Delay Number shall be computed as if Tenant had mitigated as and to the extent required by this Section 21.c.

The term “ Furniture Work ” means the purchase and installation of Tenant’s furniture, furniture systems and business equipment.

22.

Landlord Consent Standards.

Landlord shall have the right to disapprove any Tenant Work Plans, or changes thereto, or any Tenant Change Order Request if the work shown thereon or called for thereby:

would materially and adversely affects the Building systems, the Building structure or the safety of the Building or its occupants,

ii.

would materially increase Landlord’s aggregate cost of operating the Building or the Building systems,

iii.

would materially detract from the exterior appearance or exterior aesthetic integrity of the Building or Common Areas (excluding any Common Areas located on any floor all of the rentable area of which is leased to Tenant) as reasonably determined by Landlord,

iv.

would violate any Laws,

would violate any applicable insurance regulations for a fire resistant Class A Building,

vi.

would use or contain hazardous or toxic materials, except as permitted by applicable Laws, or

vii.

would violate, in any material respect, any manufacturer’s equipment warranty or guaranty with respect to Landlord’s Work, or

viii.

with respect to any Tenant Change Order Request (but not with respect to Tenant Work or any changes therein)

would delay the overall construction of Landlord’s Work or the Excluded Work,

would materially and adversely affect any other Building tenant or Landlord’s ability to perform its obligations or provide services to any other Building tenant,

would delay the commencement of rent under any lease of premises in the Building (other than this Lease), or

would require the consent of

Goldman under the terms of the workletter to the Goldman Lease, so long as such workletter is the equivalent in all relevant respects to this Workletter and Landlord furnished Tenant with a copy thereof, or

Mayer Brown under the term of the workletter to the Mayer Brown Lease, so long as such workletter is equivalent in all relevant respects to this Workletter and Landlord furnished Tenant with a copy thereof);

except, that upon Tenant’s request Landlord shall request such consent from Goldman or Mayer Brown, or both, as the case may be, and upon receipt of such consent(s), the conditions of Section 21.8.d shall be deemed satisfied.

(collectively, the “ Landlord Consent Standards ”).

23.

Landlord’s Prior Approval of Contractors, etc.

Landlord hereby pre-approves each of Meyne, Valenti, Turner Construction, Pepper Construction, Clune Construction, Power Construction, and Amec International as Tenant’s Contractor. In addition, whenever Landlord’s approval of any contractor, subcontractor, materialmen, architect, engineer or other consultant is required hereunder, Tenant may at anytime hereafter (but prior to the time such approval is required) provide Landlord with a list of such contractors, subcontractors, materialmen, architects, engineers or other consultants for pre-approval by Landlord together with a general description of the work for which such contractor or other service provider is sought to be approved, and Landlord shall either approve or disapprove such contractor or other service provider for the work generally described (with the reasons for such disapproval specified) of same in writing within ten (10) Business Days after Landlord’s receipt of such list. If Landlord does not respond in writing to Tenant within said ten (10) Business Day period, then such list and the people and entities thereon shall be deemed to have been approved by Landlord. If Tenant believes that Landlord is not entitled to withhold its approval such dispute shall be subject to resolution pursuant to the Workletter Dispute Procedures and if such dispute is resolved in Tenant’s favor

(i)

such approval shall be deemed to have been granted, and

(ii)

Landlord’s withholding approval shall constitute Landlord Chargeable Conduct.

24.

Insurance Waiver and Indemnification.

Tenant and Landlord shall secure, pay for, and maintain during the continuance of the Tenant Work (with respect to Tenant) or Landlord’s Work and Excluded Work (with respect to Landlord), policies of insurance satisfying the insurance requirements of the Lease.

Tenant shall also require each of Tenant’s contractors and subcontractors entering the Premises or Building hereunder to secure, pay for, and maintain during the continuance of its work within the Premises or the Building, policies of insurance in the following minimum coverages and minimum limits of liability:

Worker’s Compensation and Occupational Disease Insurance at statutory limits as provided by the laws of the State of Illinois and Employer’s Liability Insurance with limits of not less than $500,000, for all costs arising from each accident or occupational disease.

ii.

Commercial General Liability Insurance (including contractors’ Protective Liability) in an amount not less than $1,000,000 per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof and with a minimum aggregate limit of $2,000,000, together with umbrella coverage with limits of (1) not less than $25,000,000 in the case of general contractors, and (2) not less than $5,000,000.00 in the case of subcontractors. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure for any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from operations of the contractor and its subcontractors, and shall also name Tenant as an additional insured.

iii.

Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired, or non-owned in an amount not less than $1,000,000 combined single limit for each accident.

All policies (except the worker’s compensation policy and automobile liability insurance policy) shall be endorsed to include as additional insured parties the Landlord Protected Parties as defined in the Lease. Such insurance shall also provide that Landlord and any lender shall be given thirty (30) days’ prior written notice of any reduction, cancellation of coverage and, in the case of the Commercial General Liability Insurance, shall provide that the insurance coverage afforded to the additional insured parties thereunder shall be primary to any insurance carried independently by said additional insured parties. Additionally, where applicable, each policy shall contain a cross-liability and severability of interest clause.

Landlord shall also require each Landlord’s contractors and subcontractors entering the Premises or Building hereunder to secure, pay for, and maintain during the continuance of its work within the Premises or the Building, policies of insurance in the following minimum coverages and minimum limits of liability:

ii.

iii.

All policies (except the worker’s compensation policy and automobile liability insurance policy) shall be endorsed to include as additional insured parties the Tenant Protected Parties as defined in the Lease. Such insurance shall also provide that Tenant shall be given thirty (30) days’ prior written notice of any reduction, cancellation of coverage and, in the case of the Commercial General Liability Insurance, shall provide that the insurance coverage afforded to the additional insured parties thereunder shall be primary to any insurance carried independently by said additional insured parties. Additionally, where applicable, each policy shall contain a cross-liability and severability of interest clause.

Waiver of Claims, Waiver of Subrogation and Indemnification . The waiver of claims, waiver of subrogation and indemnification provisions contained in Articles 11 and 26 of the Lease are hereby incorporated by reference.

25.

Landlord’s Costs; Tenant’s Costs.

Landlord’s Cost(s) . As used herein, the term “ Landlord’s Cost(s) ” means the reasonable actual out-of-pocket costs and expenses (net of any cost savings) reasonably incurred by Landlord to contractors, subcontractors, architects, engineers or other consultants in performing, or causing to be performed, any of Landlord’s obligations under this Workletter, including Landlord’s Work.

Tenant’s Cost(s) . As used herein, the term “ Tenant’s Cost(s) ” means the reasonable actual out-of-pocket costs and expenses (net of any cost savings) reasonably incurred by Tenant to contractors, subcontractors, architects, engineers or other consultants in performing, or causing to be performed, Tenant Work and Furniture Work or any of Tenant’s obligations under this Workletter.

26.

Representatives; Meetings.

Appointment of Representatives . Each of Landlord and Tenant shall appoint one or more individual representatives (“ Representatives ”) who are authorized to act on behalf of Landlord or Tenant, as the case may be, under this Workletter, including with respect to the giving of any approvals, consents or authorizations provided for herein:

The initial Landlord Representatives appointed by Landlord shall be John Kevin Poorman and Don Wetzel,

ii.

The initial Tenant Representative appointed by Tenant shall be Tenant’s Project manager (designated from time to time by Tenant) and Laura Fisher.

iii.

Each of Landlord and Tenant may, by written notice to the other, (i) appoint one or more additional Representatives, or (ii) remove any Representatives appointed by such party and appoint a substitute thereof; except, that any additional or substitute Representative appointed by Landlord or Tenant must either (a) be a partner, member, officer, director or employee of such party or of an affiliate of such party, or (b) approved by the other party hereto, such approval not to be unreasonably withheld, and Landlord’s Representative may be a person employed by Pritzker Realty Group, L.P. or Higgins Development Partners, LLC.

iv.

Whenever there are two or more Representatives for a party, any one Representative shall have the authority to act alone.

Meetings . Landlord and Tenant shall meet at such weekly or greater intervals as Tenant may request to review the status of the Project, including Landlord’s Work, at the principal offices of Landlord or at the Building site offices.

27.

Workletter Dispute Procedures.

Any dispute that this Workletter or the Lease provides is to be subject to the “ Workletter Dispute Procedures ” shall be resolved as provided for in this Section 27 and, except as otherwise provided in Paragraph 4(L) of the Lease, sums in dispute shall not be payable or credited until such dispute is resolved. The dispute resolution procedure shall be a multi-tiered/multi-level review process. Each tier shall consist of a “ Dispute Resolution Team ” composed of the individuals identified below and at such party’s option, such party’s legal counsel.

Dispute resolution shall begin at level one, unless the dispute originates at a higher level.

The Dispute Resolution Team at level one shall meet in Chicago, Illinois within five (5) Business Days of notice from either party initiating the Dispute Resolution Procedures (the “ Initiation Notice ”).

ii.

If the Dispute Resolution Team at level one fails to reach mutual agreement within one meeting period, then the dispute shall be reviewed by the level two Dispute Resolution Team, which shall meet in Chicago, Illinois within fifteen (15) Business Days of the Initiation Notice.

iii.

If the Dispute Resolution Team at level two fails to reach mutual agreement within two meeting periods, then the dispute shall be reviewed by the level three Dispute Resolution Team, which shall meet in Chicago, Illinois within twenty-five (25) Business Days of the Initiation Notice.

iv.

If the Dispute Resolution Team at level three fails to reach mutual agreement within thirty (30) Business Days of the Initiation Notice, then the dispute shall be resolved in accordance with Section 27.d.

Notwithstanding the foregoing, either Landlord or Tenant shall have the right to require in any Initiation Notice that, as to any particular dispute subject to the Workletter Dispute Procedures, that the resolution commence with the Dispute Resolution Team at level three, in which case the Dispute Resolution Team at level three shall meet within five (5) Business Days after the delivery of the Initiation Notice and if the Dispute Resolution Team at level three fails to reach mutual agreement within ten (10) Business Days after the delivery of the Initiation Notice, then the dispute shall be resolved in accordance with Section 27.d.

The Dispute Resolution Teams shall be as follows:

The Dispute Resolution Team at level one shall consist of (a) the Landlord’s Project Manager (presently Don Wetzel) and (b) the Tenant’s Project Manager, who shall be named within sixty (60) days from the date hereof in a written notice to Landlord, and from time to time thereafter;

ii.

The Dispute Resolution Team at level two shall consist of (a) either or both of Landlord’s Project Executives (presently Jack Higgins and John Kevin Poorman), plus Landlord’s Project Manager, and (b) either or both of Tenant’s Project Executives (presently Laura Fisher), plus Tenant’s Project Manager; and,

iii.

The Dispute Resolution Team at level three shall consist of (a) either or both of Landlord’s Principals-in-Charge (presently Penny Pritzker and John Kevin Poorman), plus either or both of Landlord’s Project Executives and (b) either or both of Tenant’s Principals-in-Charge (presently Laura Fisher and John Nicolls) plus either or both of Tenant’s Project Manager and Project Executive.

Unless otherwise mutually agreed, if the dispute has not been resolved to the mutual satisfaction of both parties within thirty (30) Business Days after deliver of the Initiation Notice (or, ten (10) Business Days of the Initiation Notice, if Section 27.b.5 is applicable), then

in the case of any dispute,

whether Tenant is entitled to withhold its consent or approval under Section 2, 3 or 7,

whether Landlord is entitled to withhold its approval under Section 8, 15, or 23,

under Section 8, 10.c, 11.c, 12.c or 12.e, and

(1) regarding the determination of the Tenant Segment Delivery Date Delay Number under Section 21.2.a., (2) the determination of the Tenant Substantial Completion Date Delay Number under Section 21.a.3.a, (3) the determination of the Tenant Commencement Date Delay Number under Section 21.a.4.a., or (4) the determination of the Pre-SCD Casualty Estimated Delay Number or the Pre-SCD Casualty Estimated Substantial Completion Date under Paragraph 4(J) of the Lease for all purposes,

such dispute shall be resolved by arbitration in Chicago, Illinois pursuant to the expedited arbitration administrated by the American Arbitration Association under its Construction Industry Arbitration Rules. Notice of the demand for arbitration shall be filed by either party hereto upon the other party to this Workletter and the American Arbitration Association, and shall be made within a reasonable time after such party is permitted to arbitrate the dispute as provided herein. In no event shall demand for arbitration be made or permitted after the date when the institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations.

The arbitrator shall consist of one (1) individual appointed jointly by the agreement of Landlord and Tenant. Such individual shall (i) have been selected from the American Arbitration Association’s list of potential arbitrators, (ii) have at least ten (10) years experience in the discipline which is the subject of the dispute, and (iii) be an attorney whose ten (10) years of experience has been in the realm of litigating and arbitrating issues that are the subject of the dispute. If the Landlord and Tenant fail to mutually agree upon an arbitrator within seven (7) days after receipt of notice to arbitrate delivered by the other party, then the arbitrator shall be selected in accordance with the procedures set forth in said expedited arbitration rules.

The agreement herein among the parties to arbitrate disputes shall be specifically enforceable in any court having jurisdiction thereof. Any decision rendered by the arbitrator pursuant to an arbitration shall be final and binding upon the parties hereto, and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction.

Each party may, upon prior written notice to the other party, modify or replace its Project Manager, its Project Executive(s), its Principal(s) in Charge, or any combination of the foregoing.

28.

Miscellaneous.

Tenant may, by notice to Landlord, apply all or any portion of its Tenant Work Allowance to any of Tenant’s obligations to Landlord under this Workletter or under the Shared Facilities Workletter. If Tenant does not perform Tenant Work, then it shall be entitled to apply the Tenant Work Allowance as a credit against the Rent under the Lease.

Landlord shall, at Tenant’s request, coordinate its purchase of building materials and labor relating to components of Tenant Work, including raised floor, ceiling, and lighting, so that Landlord and Tenant may share the benefits of volume discounts associated with the combined orders of Landlord and Tenant. Without limiting the generality of the foregoing, Landlord shall provide Tenant with reasonable prior notice of the placement of its order of raised flooring.

Except as expressly set forth herein or in the Lease, Landlord has no oral or written agreement with Tenant to do any work with respect to the Building or Premises.

All notices, requests, consent, approval, demands and other communications (including any required drawings and specifications, “ Notices ”) under this Workletter shall be in writing and shall be delivered in the same manner as notices under the Lease, except that copies to Tenant shall also be delivered to Pritzker Realty Group, L.P., 200 West Madison Street, 37 ^th Floor, Chicago, Illinois 60602, Attention Laura Fisher, or such other persons as Landlord and Tenant shall have specified by notice.

All required drawings and specification shall be delivered both on paper (half-size form) and on CD.

Any Notice shall be deemed delivered on the date on which it is tendered to the overnight delivery service. Any Notice shall be deemed received on the first Business Day on which such Notice is received by all of the persons to whom such Notice must be delivered as provided for in Section 28.d.

Whenever a party is required to take any action within or by the end of a specific period of time described in this Workletter with reference to a Notice from the other party, the first business day of such period shall be the first Business Day after the Business Day on which such Notice is received by all of the person to whom such Notice must be delivered as provided for in Section 28.d.

This Workletter, together with the Lease, sets forth the entire agreement of Tenant and Landlord regarding Landlord’s Work and Tenant Work. This Workletter may only be amended if in writing and duly executed by both Landlord and Tenant. This Workletter has been executed concurrently with the Lease.

Time is of the essence of this Workletter and each and all of its provisions; except, that wherever under the terms and provisions of this Workletter the time for payment or performance falls upon a Saturday, Sunday or Holidays (as defined in Article 6 of the Lease), such time for payment or performance shall be extended to the next Business Day.

In the event of any express inconsistencies between the Lease and this Workletter, (i) the terms of Article 4 of the Lease shall prevail over the Workletter, but (ii) the Workletter shall prevail over all other provisions of the Lease. Any default by a party hereunder shall constitute a default under the Lease and, except to the extent otherwise expressly provided herein, shall be subject to the notice and cure periods and the remedies and other provisions applicable thereto under the Lease.

The provisions of Articles 25 and 42 of the Lease are hereby incorporated by reference and made an integral part hereof.

TABLE OF DEFINED TERMS

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A-WORKLETTER

NON-CHANGEABLE ITEMS OF EXISTING DRAWINGS

1.	Slab to slab heights

2.	Beam and truss depths

3.	Column spacing

4.	Column size

5.	Column locations

6.	Number of columns

7.	Egress Stair widths and locations

8.	Floor loading

9.	Telecommunication point of entry locations

10.	Tenant’s Telcom Shaft size and location

11.	Elevator lobby slab elevation

12.	Window sill heights (with +/- variance of up to 1 inch to account for extrusion and assembly details)

13.	Floor plan outline and dimensions

14.	Core out-to-out dimensions

15.	High Voltage Service Rooms and Riser locations

16.	NetPop/POE locations

17.	Condenser/Chilled Water tap locations and riser locations.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-WORKLETTER

SCHEDULE OF EXISTING DRAWINGS FOR

STEEL, CURTAIN WALL AND ELEVATORS


A 6.11	Curtain Wall Map Elevations	8/16/02
A 6.12	Curtain Wall Map Elevations	8/16/02
A 6.13	Curtain Wall Map Elevations	8/16/02
A 6.14	Curtain Wall Map Elevations	8/16/02
A 6.15	Curtain Wall Map Elevations	8/16/02
A 6.21	Curtain Wall Enlarged Elevations	8/16/02
A 6.22	Curtain Wall Enlarged Elevations	8/16/02
A 6.23	Curtain Wall Enlarged Elevations	8/16/02
A 6.24	West & East Entrances Elevations	8/16/02
A 6.26	Curtain Wall Enlarged Elevations	8/16/02
A 6.27	Curtain Wall Enlarged Elevations	8/16/02
A 6.28	Curtain Wall Enlarged Elevations	8/16/02
A 6.29	Curtain Wall Enlarged Elevations	8/16/02
A 6.30	Curtain Wall Enlarged Elevations	8/16/02
A 6.31	Curtain Wall Enlarged Plans	8/16/02
A 6.32	Curtain Wall Enlarged Plans	8/16/02
A 6.33	Curtain Wall Enlarged Plans	8/16/02
A 6.34	Curtain Wall Enlarged Plans	8/16/02
A 6.35	West & East Entrances Plans & RCP	8/16/02
A 6.37	Curtain Wall Enlarged Plans	8/16/02
A 6.38	Curtain Wall Enlarged Plans	8/16/02
A 6.39	Curtain Wall Enlarged Plans	8/16/02
A 6.41	Curtain Wall Enlarged Sections	8/16/02
A 6.42	Curtain Wall Enlarged Sections	8/16/02
A 6.43	Curtain Wall Enlarged Sections	8/16/02
A 6.44	Curtain Wall Enlarged Sections	8/16/02
A 6.45	West & East Entrances Sections	8/16/02
A 6.47	Curtain Wall Enlarged Sections	8/16/02
A 6.48	Curtain Wall Enlarged Sections	8/16/02
A 6.49	Curtain Wall Enlarged Sections	8/16/02
A 6.50	Curtain Wall Enlarged Sections	8/16/02
A 6.51	Curtain Wall Plan Details	8/16/02
A 6.52	Curtain Wall Plan Details	8/16/02
A 6.53	Curtain Wall Plan Details	8/16/02
A 6.54	Curtain Wall Plan Details	8/16/02
A 6.56	Curtain Wall Section Details	8/16/02
A 6.57	Curtain Wall Section Details	8/16/02
A 6.58	Curtain Wall Section Details	8/16/02
A 6.59	Curtain Wall Section Details	8/16/02


A 6.60	Curtain Wall Section Details	8/16/02
A 6.61	Curtain Wall Full Scale Details	8/16/02
A 6.62	Curtain Wall Full Scale Details	8/16/02
A 6.63	Curtain Wall Full Scale Details	8/16/02
A 6.64	Curtain Wall Full Scale Details	8/16/02
A 6.65	Curtain Wall Full Scale Details	8/16/02
A 6.66	Curtain Wall Full Scale Details	8/16/02
A 6.83	Curtain Wall Skylight Section Details	8/16/02

*STRUCTURAL*

S 0.1	Structural Notes	8/16/02
S 0.2	Project Grid Dimensions	8/16/02
S 0.3	Construction Notes	8/16/02
S 1.1	Caisson Plan	8/16/02
S 1.2	Level B2 Framing Plan	8/16/02
S 1.3	Level B1 Framing Plan	8/16/02
S 1.3 A	Level B1 Raised Slab Plan	8/16/02
S 1.4	Ground Floor Framing Plan	8/16/02
S 1.5	Ground Floor Raised Slab Plan	8/16/02
S 1.6	Foundation Schedules & Details	8/16/02
S 1.7	Foundation Sections & Details	8/16/02
S 1.8	Foundation Sections & Details	8/16/02
S 1.9	Foundation Sections & Details	8/16/02
S 1.10	Foundation Sections & Details	8/16/02
S 1.11	Schedules, Sections & Details	8/16/02
S 1.12	Ground Floor Sections & Details	8/16/02
S 2.1	Level 2 Framing Plan	8/16/02
S 2.3	Level 4 Framing Plan	8/16/02
S 2.4	Level 5 Framing Plan	8/16/02
S 2.5	Level 6 and 7 Framing Plan	8/16/02
S 2.6	Level 8 Framing Plan	8/16/02
S 2.7	Level 9-11 Framing Plan	8/16/02
S 2.8	Level 12 Framing Plan	8/16/02
S 2.9	Level 13 and 14 Framing Plan	8/16/02
S 2.10	Level 15 Framing Plan	8/16/02
S 2.11	Level 16 Framing Plan	8/16/02
S 2.12	Level 17 Framing Plan	8/16/02
S 2.13	Level 18 and 19 Framing Plan	8/16/02
S 2.14	Level 20 and 21 Framing Plan	8/16/02
S 2.15	Level 22 Framing Plan	8/16/02
S 2.16	Level 23 Framing Plan	8/16/02
S 2.17	Level 24 Framing Plan	8/16/02
S 2.18	Level 25-32 and 34 Framing Plan	8/16/02
S 2.19	Level 33 Framing Plan	8/16/02


S 2.20	Level 35-46 Framing Plan	8/16/02
S 2.21	Level 47 Framing Plan	8/16/02
S 2.22	Level 48 Framing Plan	8/16/02
S 2.23	Level 49 Framing Plan	8/16/02
S 2.24	Room Framing Plan	8/16/02
S 2.25	Level 25, 26 and 27 Core Framing Plan	8/16/02
S 2.26	Level 32, 34 and 35 Core Framing Plan	8/16/02
S 3.1	Steel Column Schedule	8/16/02
S 3.2	Steel Column Details	8/16/02
S 3.3	Sheer Wall Elevations	8/16/02
S 3.4	Sheer Wall Elevations	8/16/02
S 3.5	Wall Elevations, Section and Details	8/16/02
S 3.6	Sheer Wall Schedule and Details	8/16/02
S 3.7	Sheer Wall Schedule	8/16/02
S 3.7 A	Sheer Wall Sections and Details	8/16/02
S 3.8	Typical Structural Steel Details	8/16/02
S 3.9	Floor Truss Schedule And Details	8/16/02
S 3.10	Typical Slab Schedule and Details	8/16/02
S 3.11	Sections and Details	8/16/02
S 3.12	Sections and Details	8/16/02

*VERTICAL* *TRANSPORTATION*

VT-1	Low – Rise Section	8/16/02
VT-2	Low – Rise Hoistway	8/16/02
VT-3	Low – Rise Machine	8/16/02
VT-4	Low Mid – Rise Section	8/16/02
VT-5	Low Mid – Rise Hoistway	8/16/02
VT-6	Low Mid – Rise Machine	8/16/02
VT-7	High Mid – Rise Section	8/16/02
VT-8	High Mid – Rise Hoistway Plan	8/16/02
VT-9	High Mid – Rise Machine Room	8/16/02
VT-10	High – Rise Section	8/16/02
VT-11	High – Rise Hoistway Plan	8/16/02
VT-12	High – Rise Machine Room	8/16/02
VT-13	Garage Elevators (31,32)	8/16/02
VT-14	Shared Facilities Elev. (33)	8/16/02
VT-15	Escalators 34 & 35	8/16/02
VT-16	Escalators 36 & 37	8/16/02
VT-17	Service Section	8/16/02
VT-18	Service Plans (29-30)	8/16/02
VT-19	Garage Elevators (31-32)	8/16/02

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT E - WORKLETTER

VERTICAL TRANSPORTATION RATES


		Hourly Rate	Hourly Rate	Hourly Rate	Hourly Rate
1.	Hoisting	6/02-5/03	6/03-5/04	6/04-5/05	6/05-5/06
a.	General Contractor’s Exterior Hoist – Material
	I. 1st Shift	N/A	N/A	N/A	N/A
	II. 2nd Shift	$125/Hour	$130/Hour	$135/Hour	$140/Hour
	III. 3rd Shift	$130/Hour	$135/Hour	$140/Hour	$145/Hour
	IV. Off Hours	$155/Hour	$160/Hour	$165/Hour	$170/Hour
b.	General Contractor’s Exterior Hoist – Personnel
	I. 1st Shift	Free	Free	Free	Free
	II. 2nd Shift, 3rd Shift and Off Hours (Shared Basis)	Free	Free	Free	Free
	III. 2nd Shift, 3rd Shift and Off Hours (Exclusive Basis)	Charged at Hoist-Material rates above.
c.	Freight Car – Material
	I. 1st Shift	N/A	N/A	N/A	N/A
	II. 2nd Shift	$86/Hour	$90/Hour	$95/Hour	$100/Hour
	III. 3rd Shift	$92/Hour	$96/Hour	$100/Hour	$105/Hour
	IV. Off Hours	$112/Hour	$116/Hour	$120/Hour	$125/Hour
d.	Freight Car – Personnel
	I. 1st Shift	Free	Free	Free	Free
	II. 2nd Shift, 3rd Shift and Off Hours (Shared Basis)	Free	Free	Free	Free
	III. 2nd Shift, 3rd Shift and Off Hours (Exclusive Basis)	Charged at Hoist-Material rates above.
2.	Dumpster
	Dumpster Removal Charge	$22.50/CY*	$24/CY*	$28/CY*	$28/CY*

*	subject to market increase in landfill dump fees. Rate inclusive of labor required for removal of loaded rubbish carts from tenant floors.


1st Shift	=	7:00 a.m. – 3:00 p.m. Non-Holiday Weekdays
2nd Shift	=	3:00 p.m. – 11:00 p.m. Non-Holiday Weekdays
3rd Shift	=	11:00 a.m. – 7:00 a.m. Non-Holiday Weekdays
Off Hours	=	Weekends and Holidays

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT G-WORKLETTER

LANDLORD FINISH WORK

Bathroom finishes described in Exhibit H-2 of the Lease including:

•

Bathroom Floor and Wall Tile

•

Bathroom Ceiling Material

•

Bathroom Fixtures

•

Bathroom Accessories

•

Bathroom Lighting Fixtures

•

Bathroom Toilet Partitions

•

Core Area Door Finish

•

Core Area Door – Architectural Hardware

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT I-WORKLETTER

INCOMPLETE LANDLORD WORK

PERMITTED INCOMPLETE WORK

The following is a summary of major items to be completed after the Segment Delivery Dates listed below:

Floors 11 & 12 (March 1, 2004)

•

Miscellaneous patching of fireproofing.

•

Miscellaneous curtainwall interior trim, smoke seal at slab perimeter edge, and removal of material hoists/and closure of hoist bay curtain wall openings. This does not preclude the remaining space to be weathertight (but for the hoist bay).

•

Completion of exit stairways, finishes, miscellaneous railings, lighting, signage, etc. but for conditions to allow emergency egress.

•

Completion of core walls (e.g. taping, sanding, etc.), installation of core doors and hardware.

•

Toilet rooms finishes including electrical trim and lighting, mechanical trim, plumbing fixtures, etc.

•

Low-mid rise elevators. Completion of elevator hall lanterns and call buttons.

•

Sprinkler heads and devices in core rooms.

•

HVAC diffusers and trim in the core rooms. Completion of temperature control work and test & commission. Ventilation air supply.

•

Electrical trim, completion of fire alarm and security systems.

Floors 13 & 14 (April 1, 2004)

•

Miscellaneous patching of fireproofing.

•

Miscellaneous curtainwall interior trim, smoke seal at slab perimeter edge, and closure of hoist bay curtainwall openings.

•

Completion of exit stairways, finishes, miscellaneous railings, lighting, signage, etc.

•

Completion of core walls (e.g. taping, sanding, etc.), installation of core doors and hardware. Toilet rooms finishes including electrical trim and lighting, mechanical trim, plumbing fixtures, etc.

•

Low-mid rise elevators. Completion of elevator hall lanterns and call buttons.

•

Sprinkler heads and devices in core rooms.

•

HVAC diffusers and trim. Completion of temperature control work and test & commission. Ventilation air supply.

•

Electrical trim, completion of fire alarm and security systems.

Floors 15 & 16 (May 1, 2004)

•

Miscellaneous patching of fireproofing.

•

Miscellaneous curtainwall interior trim, smoke seal at slab perimeter edge.

•

Completion of exit stairways, finishes, miscellaneous railings, lighting, signage, etc.

•

Completion of core walls (e.g. taping, sanding, etc.), installation of core doors and hardware.

•

Toilet rooms finishes including electrical trim and lighting, mechanical trim, plumbing fixtures, etc.

•

Low-mid rise elevators. Completion of elevator hall lanterns and call buttons.

•

Sprinkler heads and devices in core rooms.

•

HVAC diffusers and trim. Completion of temperature control work and test & commission. Ventilation air supply.

•

Electrical trim, completion of fire alarm and security systems.

Floors 17 & 18 (June 1, 2004)

•

Miscellaneous patching of fireproofing.

•

Miscellaneous curtainwall interior trim, smoke seal at slab perimeter edge.

•

Completion of exit stairways, finishes, miscellaneous railings, lighting, signage, etc.

•

Completion of core walls (e.g. taping, sanding, etc.), installation of core doors and hardware.

•

Toilet rooms finishes including electrical trim and lighting, mechanical trim, plumbing fixtures, etc.

•

Low-mid rise elevators. Completion of elevator hall lanterns and call buttons.

•

Sprinkler heads and devices in core rooms.

•

HVAC diffusers and trim. Completion of temperature control work and test & commission.

•

Electrical trim, completion of fire alarm and security systems

Floors 46 & 47 (January 1, 2005)

•

Miscellaneous patching of fireproofing.

•

Miscellaneous curtainwall interior trim, smoke seal at slab perimeter edge.

•

Completion of exit stairways, finishes, miscellaneous railings, lighting, signage, etc.

•

Completion of core walls (e.g. taping, sanding, etc.), installation of core doors and hardware.

•

Toilet rooms finishes including electrical trim and lighting, mechanical trim, plumbing fixtures, etc.

•

Completion of elevator hall lanterns and call buttons.

•

Sprinkler heads and devices in core rooms.

•

HVAC diffusers and trim. Completion of temperature control work and test & commission.

•

Electrical trim, completion of fire alarm and security systems

Notwithstanding the above items, no such work will inhibit Tenant’s Contractors from performing their work.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT K-WORKLETTER

INITIAL DEVELOPMENT SCHEDULE

(See Attached)

LOGO

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT D-2

SHARED FACILITIES WORKLETTER

D-2-1

SHARED FACILITIES WORKLETTER AGREEMENT

This Shared Facilities Workletter Agreement (this “ Workletter ”) supplements the Amended and Restated Office Lease (the “ Lease ”) dated as of June 15, 2004, executed concurrently herewith, by and between FrankMon LLC, as the landlord, and Hyatt Corporation, as the tenant, covering certain Premises described and defined in the Lease, and, together with the Lease, sets forth the agreement between Landlord and Tenant with respect to Landlord’s construction of the Shared Facilities. Each initially capitalized term not defined herein that is defined in the Lease shall have the same meaning as that ascribed to it in the Lease.

1	Definitions .

The term “ Minimum Requirement ” shall mean the requirement that:

the Shared Facilities include at least facilities, furniture, furnishings, fixtures and equipment comparable, and of at least comparable quality, to the facilities, furniture, furnishings, fixtures and equipment of (a) in the case of the Cafeteria, the Goldman Sachs food service facility at Sears Tower (excluding the items [the “ Excluded Items ”] set forth on Exhibit B attached hereto) as of the date hereof and (b) in the case of the Fitness Center, the 1 North Wacker fitness center as of the date hereof, in each case adjusted to reflect differences in size between the Shared Facility in question and the corresponding existing facility referred to above,

ii.

the Shared Facilities substantially conform to the Shared Facilities Description and not omit, differ from, be inconsistent with, or conflict in any material respect with any item, aspect or feature of the Shared Facilities Description, except for any respects that the Shared Facilities exceed such Shared Facilities Description, and

iii.

except as otherwise provided by Unanimous Instrument, the Landlord’s Costs shall not be less than $7,154,260,

provided, however, that in case of any conflict or inconsistency among the above clauses

(x) clause (3) shall prevail over clause (2) and clause (1), and

(y) clause (2) shall prevail over clause (1).

The term “ Shared Facilities Description ” shall mean the materials attached hereto as Exhibits A-1, A-2 and A-3.

D-2-2

The term “ Shared Facilities Work ” shall mean the construction and the equipping with furniture, furnishing, fixtures and equipment (“ Fixtures ”) of the Shared Facilities.

The term “ Landlord’s Design Professionals ” shall mean such architects, engineers and consultants as shall be directly or indirectly engaged by Landlord in connection with the Shared Facilities Work.

The term “ Regular Workletter ” shall mean the Workletter Agreement attached as Exhibit D-1 to the Lease covering the construction of Landlord’s Work and the Fit-Out Work.

The term “ Landlord’s Costs ” shall mean the actual out-of-pocket costs and expenses reasonably incurred by Landlord to contractors, subcontractors and suppliers of Fixtures for or in connection with the Shared Facilities Work.

The term “ Reimbursable Cost Limit ” shall mean $7,530,800 or such greater amount as may be established by Unanimous Instrument.

2	Background and Basic Agreement.

Simultaneously with its entering into the Lease, Landlord is entering into the Mayer Brown Lease and the Hyatt Lease (the “ Other Leases ”) and attached to each of the Other Leases is a shared facilities workletter (the “ Other Workletters ”) in substantially the same form as this Workletter (except for Section 2.b.2 which may differ), and each of the Other Workletters also requires Landlord to perform the Shared Facilities Work.

As more fully described below:

Landlord shall perform the Shared Facilities Work, and

ii.

Tenant shall reimburse Landlord an amount (“ Tenant’s SF Contribution ”) equal to one-third of the excess of

the lesser of (i) Landlord’s Costs, or (ii) the Reimbursable Cost Limit, over

the product of (i) $50 per square foot of Rentable Area, multiplied by (ii) the Rentable Area of the Fitness Center Space, the Cafeteria Space and the Circulation Area (such product being herein called the “ Shared Facilities Allowance ”).

Notwithstanding any other provision of this Workletter, but subject to Section 3.e.2, regardless of whether Landlord receives any comments, suggestions or instructions from any of the Participants or by Majority Instrument and regardless of whether doing so shall cause Landlord’s Costs to exceed the Reimbursable Cost Limit, Landlord shall cause the Design Materials and the Shared Facilities to satisfy the Minimum Requirement.

D-2-3

At all reasonable times through the Cafeteria Commencement Date and the Fitness Center Commencement Date, Landlord shall

make itself and its Design Professionals available to the Participants and their design professionals and consultants during regular business hours at the principal offices of Landlord or at the Building site offices for review and discussion of the design and construction of the Shared Facilities and the Shared Facilities Work and all matters relating to this Workletter; and

ii.

furnish to Tenant and its design professional and consultants all reports, studies, budgets, drawings, specifications and other information relative to the Shared Facilities and the Shared Facilities Work as any of the Participants shall reasonably request.

3	Design.

The design of the Shared Facilities shall be a six phase process, as follows:


No.		Phase
1		Program
2		Scope
3		Schematic Design Drawings
4		Design Development Drawings
5		Construction Documents
6		Revised Construction Documents (for bidding)

With respect to each phase:

The term “ Design Materials ” shall refer to materials regarding the Shared Facilities Work (including both construction items and Fixtures) with a level of detail consistent with good design practices for the phase in question, including an updated budget. Additionally, with respect to phases 5 and 6, the Design Materials shall include (i) Construction Documents (as defined in the Regular Workletter) and (ii) full particular on all Fixtures.

ii.

The term “ Review and Dialogue Period ” shall mean the period commencing upon receipt by the Participants of Landlord’s Design Materials and ending on the earlier of (i) the date established by Unanimous Instrument, and (ii) the 30th day after the date of such receipt, except that there shall be no Review and Dialogue Period after the submission to the Participants of the phase six Design Materials and the provisions of Section 4 shall apply in lieu thereof.

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Landlord shall prosecute the preparation and submission to Tenant of the Design Materials with commercially reasonable diligence. Landlord shall submit the Design Materials for each phase to all Participants

with respect to the first phase, no later than December 1, 2002,

ii.

with respect to each subsequent phase, no earlier than the end of the Review and Dialogue Period for the prior phase.

In preparing each successive phase, Landlord, subject to Section 2.c, shall:

consider in good faith for adoption all of Tenant’s comments and suggestions given prior to the end of the Review and Dialogue Period for the prior phase, and

ii.

comply with all instructions given by Majority Instrument prior to the end of the Review and Dialogue Period for the prior phase,

provided, however, that, unless required to satisfy the Minimum Requirement, Landlord shall not be required to comply with any instructions which would cause Landlord’s Costs to exceed (or to increase the amount by which they exceed) the Reimbursable Cost Limit, unless one or more of the Participants agree to reimburse Landlord for such excess pursuant to a written instrument in form and substance reasonably satisfactory to Landlord.

The term “ Design Failure ” shall mean any failure of the Design Materials (i) to satisfy the Minimum Requirements (excluding clause (3) of the definition thereof), (ii) to conform to the requirements of Section 2.d, or (iii) to include the information or level of detail required by Section 3.b.

Prior to or at the end of the Review and Dialogue Period relative to each of phases 1, 2, 3 and 4 of the Design Materials, Tenant, to the extent that it is reasonably able to identify any Design Failure relative to the Design Materials for such phase as submitted by Landlord at the beginning of such Review and Dialogue Period, shall notify Landlord thereof.

ii.

Prior to or at the end of the Review and Dialogue Period relative to phase 5 of the Design Materials, Tenant shall notify Landlord of any Design Failure known to Tenant relative to the Design Materials for such phase as submitted by Landlord at the beginning of such Review and Dialogue Period, and Tenant shall be deemed to have waived any such Design Failure of which it did not so notify Landlord as required by this Section 3.e.2.

D-2-5

iii.

No failure by Tenant to comply with this Section 3.c shall constitute a default by Tenant under this Workletter or give rise to any liability on Tenant’s part.

4	Bidding.

Promptly after the 30th day after the Participants receive the phase six Design Materials conforming to the requirements of Section 3 (such 30th day being the “ Bidding Instruction Deadline ”), Landlord shall solicit bids for the Shared Facilities Work from such bidders and in accordance with such procedures, terms and conditions as Landlord shall reasonably determine.

Upon receipt by Landlord of any bid for any portion of the Shared Facilities Work, Landlord shall promptly furnish copies thereof to all Participants.

Landlord shall not unreasonably reject any instructions given to it by Majority Instrument prior to the Bidding Instruction Deadline with regard to contractors and suppliers from whom bids should be solicited and the terms and conditions of the solicitation of such bids.

Promptly after the 30th day after the date on which Landlord has furnished to all Participants all of the bids to be received for the Shared Facilities Work and notified the Participants that no further bids are expected (such 30th day being herein called the “ Bidding Award Instruction Deadline ”), Landlord, subject to Section 2.c, shall:

make such final revisions to the Design Materials, and

ii.

enter into such contracts to be negotiated by Landlord for the Shared Facilities Work with such bidders,

as shall be determined by Majority Instrument given by the Bidding Award Instruction Deadline (or, if not so determined, as reasonably determined by Landlord); provided, however, that unless required to satisfy the Minimum Requirement, Landlord shall not be required to comply with any instructions which would cause Landlord’s Costs relative to the Shared Facilities Work to exceed (or to increase the amount by which it exceeds) the Reimbursable Cost Limit, unless one or more of the Participants agree to reimburse Landlord for such excess pursuant to a written instrument in form and substance reasonably satisfactory to Landlord.

5	Construction.

Subject to Section 2.c, Landlord, at its sole cost and expense (except as otherwise provided in Section 9) shall perform the Shared Facilities Work:

with diligence and continuity and (except as otherwise required by the provisions of this Workletter) in a commercially reasonable manner as if Landlord were spending only its own money;

D-2-6

ii.

in accordance with Landlord’s Design Materials prepared and revised in accordance with the provisions of Section 3 and 4;

iii.

pursuant to contracts entered into in accordance with Section 4; and

iv.

in accordance with the requirements of this Workletter.

Throughout such construction, Landlord, subject to Section 2.c, shall consider in good faith for adoption all of Tenant’s comments and suggestions.

Landlord shall furnish electricity and HVAC to all contractors and suppliers performing the Shared Facilities Work without charge.

Landlord shall furnish vertical transportation and construction debris removal to all contractors and suppliers performing the Shared Facilities Work in accordance with the terms and conditions pursuant to which Landlord is required to furnish the same to Tenant for the Fit-Out Work under the Regular Workletter.

6	Effect and Scope of Tenant’s Approval.

Tenant shall have no liability to Landlord or to any third party by virtue of the existence or exercise of its rights in this Workletter. Additionally, neither Tenant’s making any comments or suggestions or joining in any Majority Instrument or Unanimous Instrument, or failing to do so, shall constitute a representation or warranty by Tenant that the Design Materials or the Shared Facilities Work (i) are complete or suitable for their intended purpose, or (ii) comply with applicable laws, ordinances, codes and regulations, or (iii) satisfy the Minimum Requirement, it being expressly agreed by Landlord that Tenant assumes no responsibility or liability whatsoever to Landlord or any other person or entity for such completeness, suitability, compliance or satisfaction.

Section 6.a shall not void or limit the effect of Section 3.e.2.

7	Commencement Dates.

As used in the Lease, the term “ Cafeteria Commencement Date ” shall mean the later of (A) the Rent Commencement Date, and (B) the date on which (i) the Shared Facilities Work pertaining to the Cafeteria and the Circulation Area (except the portion thereof comprising the MB Construction Passageway) is substantially completed and a partial certificate of occupancy permitting occupancy of the Cafeteria has been issued, and (ii) the Cafeteria shall have opened for business with substantially all of its facilities and equipment present and operating.

As used in the Lease, the term “ Fitness Center Commencement Date ” shall mean the later of (A) the Rent Commencement Date, and (B) the date on which (i) the Shared Facilities Work pertaining to the Fitness Center and the Circulation Area (except the portion thereof comprising the MB Construction Passageway) is substantially completed

D-2-7

and a partial certificate of occupancy permitting occupancy of the Fitness Center has been issued, and (ii) the Fitness Center shall have opened for business with substantially all of its facilities and equipment present and operating.

As used in the Lease, the term “ Circulation Area Commencement Date ” shall mean the earlier of the Cafeteria Commencement Date or the Fitness Center Commencement Date.

8	Tenant’s Right of Entry; Schedule Updates.

During the construction of, and upon completion of, the Shared Facilities Work, Tenant and its design professionals and consultants shall have the right to enter the Shared Facilities and any portion thereof in order to inspect the Shared Facilities Work provided, however, that:

the same shall be subject to Landlord’s reasonable notice, scheduling and security requirements, and

ii.

Landlord shall have the right to accompany such persons during any such inspections.

Within five (5) Business Days of Tenant’s request from time to time, Landlord shall furnish Tenant with a copy of Landlord’s most recent construction schedule, and any expected deviations therefrom and Landlord’s then best estimate of the Cafeteria Commencement Date and the Fitness Center Commencement Date (it being understood that Landlord shall not be deemed to warrant the accuracy of such materials and that the furnishing of such materials shall not limit or constitute a waiver of any of Landlord’s rights under this Workletter).

9	Tenant’s SF Contribution.

Landlord shall furnish Tenant with copies of invoices and sworn statements evidencing all of Landlord’s Costs, together with such additional information as Tenant may reasonably request.

After Landlord has paid Landlord’s Costs equal to the Shared Facilities Allowance, Tenant shall pay Tenant’s SF Contribution to Landlord, in installments (no more frequently than monthly), each such installment due on or prior to the 30th day following Tenant’s receipt of the material required by Section 9.a. Tenant, if it so elects, shall be permitted to pay installments of Tenant’s SF Contribution by applying a portion of the Fit-Out Work Allowance thereto. If Tenant elects to apply a portion of the Fit-Out Work Allowance to any installment of Tenant’s SF Contribution, Tenant shall so direct Landlord in writing on or prior to the 30th day following Tenant’s receipt of the material required by Section 9.a.

D-2-8

The amount of Tenant’s SF Contribution and the Shared Facilities Allowance initially shall be calculated based on the aggregate Rentable Area of the Cafeteria Space, the Fitness Center Space and the Circulation Area set forth in Article 7 of the Lease (the “ Article 7 Area ”). If the aggregate Rentable Area of the Cafeteria Space, the Fitness Center Space and the Circulation Area reflected in the Final Measurement Repot is more or less than the Article 7 Area, the SF Contribution and the Shared Facilities Allowance shall be recalculated. If Tenant shall have theretofore made payment under Section 9.b, then, within ten (10) days of the Final Measurement Report, Tenant shall pay Landlord any underpayment or Landlord shall refund any overpayment.

10	Standards of Performance. The Shared Facilities Work shall be done according to the standards set forth in this Section 10.

Compliance with Laws . Landlord shall cause the Construction Documents and Shared Facilities Work to comply with all Laws applicable thereto, including, without limitation, all applicable building and fire codes of the City of Chicago and all other governmental authorities having jurisdiction, and with all requirements of the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12-101 et seq; provided, however, that this Section 10.a shall not excuse or release Landlord from its obligation to satisfy the Minimum Requirement.

Certificate of Occupancy . Upon completion of the Shared Facilities Work, Landlord, at its own cost and expense, shall apply for and use commercially reasonable efforts to obtain a certificate of occupancy for the Shared Facilities.

Quality of Construction . Landlord shall use only new, first class materials in the Shared Facilities Work. Landlord shall cause all Shared Facilities Work to be done in a good and workmanlike manner.

11	Representatives; Meetings.

The initial Landlord Representatives appointed by Landlord shall be John Kevin Poorman and Don Wetzel.

ii.

The initial Tenant Representative appointed by Tenant shall be Laura Fisher.

iii.

D-2-9

officer, director or employee of such party or of an affiliate of such party or (b) be approved by the other party hereto, such approval not to be unreasonably withheld, it being understood that Landlord’s Representative may be a person employed by Pritzker Realty Group, L.P. or Higgins Development Partners, LLC.

iv.

Whenever there are two or more Representatives for a party, any one Representative shall have the authority to act alone.

Meetings . Landlord and Tenant shall meet at such weekly or greater intervals as Tenant may request to review the status of the Shared Facilities Work at the principal offices of Landlord or at the Building site offices.

12	Workletter Dispute Procedures.

All disputes under this Workletter shall be resolved as provided for in this Section 12 and sums in dispute shall not be payable or credited until such dispute is resolved. The dispute resolution procedure shall be a multi-tiered/multi-level review process. Each tier shall consist of a “ Dispute Resolution Team ” composed of the individuals identified below and, at such party’s option, their legal counsel.

Section 27.b of the Regular Workletter is hereby incorporated herein by reference.

Section 27.c of the Regular Workletter is hereby incorporated by reference.

Unless otherwise mutually agreed, if the dispute has not been resolved to the mutual satisfaction of both parties within 30 Business Days of the Initiation Notice, then

in the case of any dispute regarding the amount of the SF Contribution, such dispute shall be resolved in the state or federal courts sitting in Cook County, Illinois, and

ii.

in the case of any other dispute, such dispute shall be resolved by arbitration pursuant to the expedited arbitration rules of the American Arbitration Association (and Landlord and all Participants shall be joined in a single proceeding).

Each party may, upon prior written notice to the other party, modify or replace its Project Manager, its Project Executive(s) and/or its Principal(s) in Charge.

D-2-10

13	Miscellaneous.

Except as expressly set forth herein or in the Lease, Landlord has no oral or written agreement with Tenant to do any work with respect to the Shared Facilities.

Time is of the essence under the Workletter.

All notices, requests, consent, approval, demands and other communications (including any required drawings and specifications, “ Notices ”) under this Workletter shall be in writing and shall be given in the same manner as notices under the Lease, except that copies to Tenant also shall be delivered to Pritzker Realty Group, L.P., 200 West Madison Street, 37th Floor, Chicago, Illinois 60602, Attention Laura Fisher, or such other persons as Landlord and Tenant shall specify by notice.

All required drawings and specification shall be delivered both on paper (half-size format) and on CD.

Any Notice shall be deemed given on the date on which it is tendered to the overnight delivery service. Any Notice shall be deemed received on the first Business Day on which such Notice is received by all of the persons to whom such Notice must be given as provided for in Section 13.c.

This Workletter, together with the Lease, sets forth the entire agreement of Tenant and Landlord regarding the Shared Facilities Work. This Workletter may only be amended if in writing and duly executed by both Landlord and Tenant. This Workletter has been executed concurrently with the Lease.

Time is of the essence of this Workletter and each and all of its provisions; provided, however, that wherever under the terms and provisions of this Workletter the time for payment or performance falls upon a Saturday, Sunday or Holidays (as defined in Article 6 of the Lease), such time for payment or performance shall be extended to the next Business Day.

In the event of any express inconsistencies between the Lease and this Workletter, the terms of the Workletter shall govern and control. Any default by a party hereunder shall constitute a default under the Lease and, except to the extent otherwise expressly provided herein, shall be subject to the notice and cure periods and the remedies and other provisions applicable thereto under the Lease.

The provisions of Article 25 of the Lease are hereby incorporated by reference and made an integral part hereof.

D-2-11

List of Exhibits

A-1 — Description of Fitness Center

A-2 — Description of Cafeteria

A-3 — Description of Circulation Area

B — Excluded Items

D-2-12

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A-1-SHARED FACILITIES WORKLETTER

FITNESS CENTER DESCRIPTION

The Fitness Center shall include a cardio training area, a strength/weight training area, and men’s and women’s locker rooms. The cardio training and strength/weight training areas will be finished with carpeted floors, acoustic tile ceilings with recessed florescent lighting, and vinyl wall covering. The locker rooms will be finished with carpeted floors (except for the toilet and shower areas which instead will have ceramic tile floors and wetwalls), acoustic tile ceilings and painted drywall. Each locker room will contain toilet and shower areas and locker areas. The locker areas will have assigned permanent one-quarter size lockers for each member. The Fitness Center will also have a reception area.

D-2-13

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A-2-SHARED FACILITIES WORKLETTER

CAFETERIA DESCRIPTION

The Cafeteria shall consist of a kitchen area, a servery area, a dining area and other minor areas in support of such three (3) areas. The kitchen area will be finished with quarry tiled floors, drywall walls with washable surfaces, and washable lay-in ceiling tiles. The servery area will be finished with quarry-tiled floors, painted drywall walls with washable surfaces, and an acoustic tile ceiling. The dining area will be finished with carpeted floors, painted drywall walls with washable surfaces, and an acoustic tile ceiling. The dining area will be equipped with four-top tables with plastic laminate tops that are edged in wood and metal frame chairs with molded plastic seats. The servery will have hot and cold food stations which will be served from built-in units with stainless steel tray rails. The Cafeteria will be served by bathrooms containing fixtures and finishes consistent with building standard bathrooms.

D-2-14

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A-3-SHARED FACILITIES WORKLETTER

CIRCULATION AREA DESCRIPTION

The Circulation Area shall be constructed in accordance with the terms and provisions of Exhibit H and the Existing Drawings.

D-2-15

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B

EXCLUDED ITEMS

Terrazzo floors.

Granite and cherry finishes.

Leather chairs.

Televisions.

D-2-16

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT E

LIST OF EXISTING DRAWINGS

(See Attached)

The drawings listed below, each of which is titled “Hyatt Center, 71 South Wacker, Chicago, Illinois”


Number	Description	Revision

*ARCHITECTURAL*

A 0.01	Site Location Map	8/16/02
A 0.02	Geometry Plan	8/16/02
A 0.03	Elevatoring Section	8/16/02
A 1.01	General Site Plan	8/16/02
A 1.10	Site Details	8/16/02
A 2.00 A	Level B2 Plan	8/16/02
A 2.00 B	Level B1 Plan	8/16/02
A 2.01	Level 1 Plan	8/16/02
A 2.02	Level 2 Plan	8/16/02
A 2.03	Level 3 Plan	8/16/02
A 2.04	Level 4 Plan	8/16/02
A 2.05	Level 5 Plan	8/16/02
A 2.06	Level 6 Plan	8/16/02
A 2.07	Level 7 Plan	8/16/02
A 2.08	Level 8 Plan	8/16/02
A 2.09	Level 9 Plan	8/16/02
A 2.10	Level 10 Plan	8/16/02
A 2.11	Level 11 Plan	8/16/02
A 2.12	Level 12 Plan	8/16/02
A 2.13	Level 13 Plan	8/16/02
A 2.14	Level 14 Plan	8/16/02
A 2.15	Level 15 Plan	8/16/02
A 2.16	Level 16 Plan	8/16/02
A 2.17	Level 17 Plan	8/16/02
A 2.18	Level 18 Plan Low-Rise Plan (HR Access)	8/16/02
A 2.19	Level 19 Plan	8/16/02
A 2.20	Level 20 Plan	8/16/02
A 2.21	Level 21 Plan	8/16/02
A 2.22	Level 22 Plan Partial Mechanical Elevator Transfer	8/16/02
A 2.23	Level 23 Plan Partial Mechanical Floor	8/16/02

E-1


A 2.24	Level 24 Plan Elevator Overrun LM	8/16/02
A 2.25	Level 25 Plan Stair #1 Transfer Dom. & Fire Tank	8/16/02
A 2.26	Level 26 Plan High Mid Typ	8/16/02
A 2.27	Level 27 Plan High Mid Typ	8/16/02
A 2.28	Level 28 Plan High Mid Typ	8/16/02
A 2.29	Level 29 Plan	8/16/02
A 2.30	Level 30 Plan	8/16/02
A 2.31	Level 31 Plan	8/16/02
A 2.32	Level 32 Plan HRM HR Transfer	8/16/02
A 2.33	Level 33 Plan	8/16/02
A 2.34	Level 34 Plan Mid-Rise Elevator Overrun	8/16/02
A 2.35	Level 35 Plan Mid-Rise Elevator Machine Room	8/16/02
A 2.36	Level 36 Plan	8/16/02
A 2.37	Level 37 Plan	8/16/02
A 2.38	Level 38 Plan	8/16/02
A 2.39	Level 39 Plan	8/16/02
A 2.40	Level 40 Plan	8/16/02
A 2.41	Level 41 Plan	8/16/02
A 2.42	Level 42 Plan	8/16/02
A 2.43	Level 43 Plan	8/16/02
A 2.44	Level 44 Plan	8/16/02
A 2.45	Level 45 Plan	8/16/02
A 2.46	Level 46 Plan	8/16/02
A 2.47	Level 47 Plan	8/16/02
A 2.48	Penthouse Plan Mechanical	8/16/02
A 2.49	Mezzanine Plan	8/16/02
A 2.50	Roof Plan	8/16/02
A 3.01	Projected Elevations	8/16/02
A 3.02	Building Sections A-A/B-B N/S W/E Level B2 Parapet	8/16/02
A 3.03	Building Sections B-B North South Level B-2 – Level 12	8/16/02
A 3.04	Building Sections B-B North South Level 12 – 28	8/16/02
A 3.05	Building Sections B-B North South Level 28 – 42	8/16/02
A 3.06	Building Sections B-B North South Level 42 – Parapet	8/16/02
A 3.07	Building Sections C-C North – South Level B2 – Level 12	8/16/02
A 3.08	Building Section D-D West – East Level B-2 – Level 7	8/16/02

E-2


A 3.09	Building Section F-F West – East Level B-2 – Level 3	8/16/02
A 3.10	Building Section G-G West – East Level B-1 – Level 7	8/16/02
A 3.20	Foundation Sections and Details	8/16/02
A 3.21	Foundation Sections and Details	8/16/02
A 3.22	Foundation Sections and Details	8/16/02
A 4.00 A	Enlarged Plans on level B1 Plan B	8/16/02
A 4.00 B	Enlarged Plans on level B1 & B2	8/16/02
A 4.00 C	Stair # 1 on level B1 & B2	8/16/02
A 4.00 D	Stair # 1 on level B1 & B2	8/16/02
A 4.01	Level 1 Core Plan	8/16/02
A 4.02	Level 2 Core Plan	8/16/02
A 4.03	Level 3 Core Plan	8/16/02
A 4.04	Level 4 Core Plan	8/16/02
A 4.05	Level 5 Core Plan	8/16/02
A 4.06	Level 6 Core Plan	8/16/02
A 4.07	Level 7 Core Plan	8/16/02
A 4.08	Level 8 Core Plan	8/16/02
A 4.09	Level 9 Core Plan	8/16/02
A 4.10	Level 10 Core Plan	8/16/02
A 4.11	Level 11 Core Plan	8/16/02
A 4.12	Level 12 Core Plan	8/16/02
A 4.13	Level 13 Core Plan	8/16/02
A 4.14	Level 14 Core Plan	8/16/02
A 4.15	Level 15 Core Plan	8/16/02
A 4.16	Level 16 Core Plan	8/16/02
A 4.17	Level 17 Core Plan	8/16/02
A 4.18	Level 18 Core Plan	8/16/02
A 4.19	Level 19 Core Plan	8/16/02
A 4.20	Level 20 Core Plan	8/16/02
A 4.21	Level 21 Core Plan	8/16/02
A 4.22	Level 22 Core Plan	8/16/02
A 4.23	Level 23 Core Plan	8/16/02
A 4.24	Level 24 Core Plan	8/16/02
A 4.25	Level 25 Core Plan	8/16/02
A 4.26	Level 26 Core Plan	8/16/02
A 4.27	Level 27 Core Plan	8/16/02
A 4.28	Level 28 Core Plan	8/16/02
A 4.29	Level 29 Core Plan	8/16/02
A 4.30	Level 30 Core Plan	8/16/02
A 4.31	Level 31 Core Plan	8/16/02
A 4.32	Level 32 Core Plan	8/16/02
A 4.33	Level 33 Core Plan	8/16/02
A 4.34	Level 34 Core Plan	8/16/02
A 4.35	Level 35 Core Plan	8/16/02

E-3


A 4.36	Level 36-45 Core Plan	8/16/02
A 4.46	Level 46 Core Plan	8/16/02
A 4.47	Level 47 Core Plan	8/16/02
A 4.48	Level 48 Core Plan Mechanical Penthouse	8/16/02
A 4.49	Level 49 Core Plan Upper Mechanical Penthouse	8/16/02
A 4.60	Toilet Room Accessories	8/16/02
A 4.61	Toilet Room Elevations and Enlarged Plan	8/16/02
A 4.62	Toilet Room Elevations and Enlarged Plan	8/16/02
A 4.63	Toilet Room Elevations and Enlarged Plans	8/16/02
A 4.64	Toilet Room Elevations and Enlarged Plans	8/16/02
A 4.65	Toilet Room Elevations and Enlarged Plan	8/16/02
A 4.66	Toilet Room Elevations and Enlarged Plan	8/16/02
A 4.71	Passenger Elevator Cab #4000 Plans/Elevations	8/16/02
A 4.72	Passenger Elevator Cab #3500 Plans/Elevations	8/16/02
A 4.80	Elevator Sections	8/16/02
A 4.81	Elevator Sections and Details	8/16/02
A 4.82	Elevator Sections and Details	8/16/02
A 5.01	Stair 01 Section	8/16/02
A 5.02	Stair 02 Section	8/16/02
A 5.03	Stair 03 / 04 Sections	8/16/02
A 6.01	Curtain Wall Load Diagrams	8/16/02
A 6.02	Curtain Wall Key Plans & Material Legend	8/16/02
A 6.03	Dock Section Level B1	8/16/02
A 6.04	Loading Dock Details level B1	8/16/02
A 6.05	Roadway Barrier Details	8/16/02
A 6.11	Curtain Wall Map Elevations	8/16/02
A 6.12	Curtain Wall Map Elevations	8/16/02
A 6.13	Curtain Wall Map Elevations	8/16/02
A 6.14	Curtain Wall Map Elevations	8/16/02
A 6.15	Curtain Wall Map Elevations	8/16/02
A 6.21	Curtain Wall Enlarged Elevations	8/16/02
A 6.22	Curtain Wall Enlarged Elevations	8/16/02
A 6.23	Curtain Wall Enlarged Elevations	8/16/02
A 6.24	West & East Entrances Elevations	8/16/02
A 6.25.1	South Lobby Wall Elevations	8/16/02

E-4


A 6.25.2	South Lobby Wall Enlarged Elevations	8/16/02
A 6.26	Curtain Wall Enlarged Elevations	8/16/02
A 6.27	Curtain Wall Enlarged Elevations	8/16/02
A 6.28	Curtain Wall Enlarged Elevations	8/16/02
A 6.29	Curtain Wall Enlarged Elevations	8/16/02
A 6.30	Curtain Wall Enlarged Elevations	8/16/02
A 6.31	Curtain Wall Enlarged Plans	8/16/02
A 6.32	Curtain Wall Enlarged Plans	8/16/02
A 6.33	Curtain Wall Enlarged Plans	8/16/02
A 6.34	Curtain Wall Enlarged Plans	8/16/02
A 6.35	West & East Entrances Plans & RCP	8/16/02
A 6.36.1	South Lobby Wall Partial Plans	8/16/02
A 6.37	Curtain Wall Enlarged Plans	8/16/02
A 6.38	Curtain Wall Enlarged Plans	8/16/02
A 6.39	Curtain Wall Enlarged Plans	8/16/02
A 6.41	Curtain Wall Enlarged Sections	8/16/02
A 6.42	Curtain Wall Enlarged Sections	8/16/02
A 6.43	Curtain Wall Enlarged Sections	8/16/02
A 6.44	Curtain Wall Enlarged Sections	8/16/02
A 6.45	West & East Entrances Sections	8/16/02
A 6.46.1	South Lobby Wall Sections	8/16/02
A 6.46.2	South Lobby Wall Sections	8/16/02
A 6.47	Curtain Wall Enlarged Sections	8/16/02
A 6.48	Curtain Wall Enlarged Sections	8/16/02
A 6.49	Curtain Wall Enlarged Sections	8/16/02
A 6.50	Curtain Wall Enlarged Sections	8/16/02
A 6.51	Curtain Wall Plan Details	8/16/02
A 6.52	Curtain Wall Plan Details	8/16/02
A 6.53	Curtain Wall Plan Details	8/16/02
A 6.54	Curtain Wall Plan Details	8/16/02
A 6.56	Curtain Wall Section Details	8/16/02
A 6.57	Curtain Wall Section Details	8/16/02
A 6.58	Curtain Wall Section Details	8/16/02
A 6.59	Curtain Wall Section Details	8/16/02
A 6.60	Curtain Wall Section Details	8/16/02
A 6.61	Curtain Wall Full Scale Details	8/16/02
A 6.62	Curtain Wall Full Scale Details	8/16/02
A 6.63	Curtain Wall Full Scale Details	8/16/02
A 6.64	Curtain Wall Full Scale Details	8/16/02
A 6.65	Curtain Wall Full Scale Details	8/16/02
A 6.66	Curtain Wall Full Scale Details	8/16/02
A 6.70	Column Cover Plan Details	8/16/02
A 6.72	Column Cover Section Details	8/16/02
A 6.83	Curtain Wall Skylight Section Details	8/16/02

E-5


A 7.10	Stair Sections – Stair #1	8/16/02
A 7.11	Stair Sections – Stair #2	8/16/02
A 7.12	Stair Sections and Details	8/16/02
A 8.00	Level B2 Reflected Ceiling Plan	8/16/02
A 8.01	Level B1 Reflected Ceiling Plan	8/16/02
A 8.03	Entrance Lobby Reflected Ceiling Plan	8/16/02
A 9.01	Ground Floor Entry Lobby Plans	8/16/02
A 9.02	Sections Wacker Lobby	8/16/02
A 9.03	Sections Franklin Lobby	8/16/02
A 9.04	Elevations Wacker Lobby	8/16/02
A 9.05	Elevations Franklin Lobby	8/16/02
A 9.06	Elevations	8/16/02
A 9.11	Partial Plan Main Lobby West	8/16/02
A 9.12	Partial Plan Main Lobby East	8/16/02
A 9.13	Sections Main Lobby	8/16/02
A 9.14	Elevations Main Lobby North Wall	8/16/02
A 9.15	Elevations Main Lobby	8/16/02
A 9.21	Plan Elevations RCP Low	8/16/02
A 9.22	Plan Elevations RCP High – Rise Bank	8/16/02
A 9.24	Plan Elevations RCP Low – Rise Bank	8/16/02
A 9.25	Elevator Lobby Typical Details	8/16/02
A 9.31	Plan Elevations Shared Spaces Lobby	8/16/02
A 9.32	Elevation Shared Space Lobby	8/16/02
A 9.33	Section Shared Space Lobby	8/16/02
A 10.00	Room Schedules	8/16/02
A 10.10	Door Schedule and Door Details	8/16/02
A 10.20	Partition Types and Details	8/16/02
A 10.30	Head/ Jab / Sill Details	8/16/02

*STRUCTURAL*

S 0.1	Structural Notes	8/16/02
S 0.2	Project Grid Dimensions	8/16/02
S 0.3	Construction Notes	8/16/02
S 1.1	Caisson Plan	8/16/02
S 1.2	Level B2 Framing Plan	8/16/02
S 1.3	Level B1 Framing Plan	8/16/02
S 1.3 A	Level B1 Raised Slab Plan	8/16/02
S 1.4	Ground Floor Framing Plan	8/16/02
S 1.5	Ground Floor Raised Slab Plan	8/16/02
S 1.6	Foundation Schedules & Details	8/16/02
S 1.7	Foundation Sections & Details	8/16/02

E-6


S 1.8	Foundation Sections & Details	8/16/02
S 1.9	Foundation Sections & Details	8/16/02
S 1.10	Foundation Sections & Details	8/16/02
S 1.11	Schedules, Sections & Details	8/16/02
S 1.12	Ground Floor Sections & Details	8/16/02
S 2.1	Level 2 Framing Plan	8/16/02
S 2.3	Level 4 Framing Plan	8/16/02
S 2.4	Level 5 Framing Plan	8/16/02
S 2.5	Level 6 and 7 Framing Plan	8/16/02
S 2.6	Level 8 Framing Plan	8/16/02
S 2.7	Level 9-11 Framing Plan	8/16/02
S 2.8	Level 12 Framing Plan	8/16/02
S 2.9	Level 13 and 14 Framing Plan	8/16/02
S 2.10	Level 15 Framing Plan	8/16/02
S 2.11	Level 16 Framing Plan	8/16/02
S 2.12	Level 17 Framing Plan	8/16/02
S 2.13	Level 18 and 19 Framing Plan	8/16/02
S 2.14	Level 20 and 21 Framing Plan	8/16/02
S 2.15	Level 22 Framing Plan	8/16/02
S 2.16	Level 23 Framing Plan	8/16/02
S 2.17	Level 24 Framing Plan	8/16/02
S 2.18	Level 25-32 and 34 Framing Plan	8/16/02
S 2.19	Level 33 Framing Plan	8/16/02
S 2.20	Level 35-46 Framing Plan	8/16/02
S 2.21	Level 47 Framing Plan	8/16/02
S 2.22	Level 48 Framing Plan	8/16/02
S 2.23	Level 49 Framing Plan	8/16/02
S 2.24	Room Framing Plan	8/16/02
S 2.25	Level 25, 26 and 27 Core Framing Plan	8/16/02
S 2.26	Level 32, 34 and 35 Core Framing Plan	8/16/02
S 3.1	Steel Column Schedule	8/16/02
S 3.2	Steel Column Details	8/16/02
S 3.3	Sheer Wall Elevations	8/16/02
S 3.4	Sheer Wall Elevations	8/16/02
S 3.5	Wall Elevations, Section and Details	8/16/02
S 3.6	Sheer Wall Schedule and Details	8/16/02
S 3.7	Sheer Wall Schedule	8/16/02
S 3.7 A	Sheer Wall Sections and Details	8/16/02
S 3.8	Typical Structural Steel Details	8/16/02
S 3.9	Floor Truss Schedule and Details	8/16/02
S 3.10	Typical Slab Schedule and Details	8/16/02
S 3.11	Sections and Details	8/16/02
S 3.12	Sections and Details	8/16/02

E-7



*MECHANICAL*

M 0.02	Air Riser Diagram	8/16/02
M 0.03	Water Riser Diagram	8/16/02
M 1.00 A	Level B2 Plan	8/16/02
M 1.00 B	Level B1 Plan	8/16/02
M 1.01	Level 1 Plan	8/16/02
M 1.02	Level 2 Plan	8/16/02
M 1.03	Level 3 Plan	8/16/02
M 1.04	Level 4 Plan	8/16/02
M 1.05	Level 5 Plan	8/16/02
M 1.06	Level 6 Plan	8/16/02
M 1.07	Level 7 Plan	8/16/02
M 1.08	Level 8 Plan	8/16/02
M 1.09	Level 9 Plan	8/16/02
M 1.10	Level 10-11 Core Plan	8/16/02
M 1.10	Level 10-13 Typical Loop Plan	8/16/02
M 1.12	Level 12-13 Core Plan	8/16/02
M 1.14	Level 14-15 Core Plan	8/16/02
M 1.14 A	Level 14-46 Typical Loop Plan	8/16/02
M 1.16	Level 16-17 Core Plan	8/16/02
M 1.18	Level 18-19 Core Plan	8/16/02
M 1.20	Level 20-21 Plan	8/16/02
M 1.22	Level 22 Plan	8/16/02
M 1.23	Level 23 Plan	8/16/02
M 1.24	Level 24-26 Core Plan	8/16/02
M 1.27	Level 27-29 Core Plan	8/16/02
M 1.30	Level 30-31 Plan	8/16/02
M 1.32	Level 32 Plan	8/16/02
M 1.33	Level 33 Plan	8/16/02
M 1.34	Level 34-35 Plan	8/16/02
M 1.46	Level 46 Core Plan	8/16/02
M 1.57	Level 47 Plan	8/16/02
M 1.48	Penthouse Plan	8/16/02
M 1.49	Penthouse Mess plan	8/16/02
M 1.50	Roof Plan	8/16/02
M 2.01	Air Schedule	8/16/02
M 2.02	Water Schedule	8/16/02

*PLUMBING*

P 0.01	Symbols & Abbreviations	8/16/02
P 0.02	Vent & Waste Riser Diagram	8/16/02
P 0.03	Water Riser Diagram	8/16/02
P 1.00A	Level B2 Plan	8/16/02
P 1.00B	Level B1 Plan	8/16/02

E-8


P 1.01	Level 1 Plan	8/16/02
P 1.02	Level 2 Plan	8/16/02
P 1.03	Level 3 Plan	8/16/02
P 1.04	Level 4 Plan	8/16/02
P 1.05	Level 5 Plan	8/16/02
P 1.06	Level 6 Plan	8/16/02
P 1.07	Level 7 Plan	8/16/02
P 1.08	Level 8 Plan	8/16/02
P 1.09	Level 9 Plan	8/16/02
P 1.10	Level 10-11 Core Plan	8/16/02
P 1.12	Level 12-13 Core Plan	8/16/02
P 1.14	Level 14-15 Core Plan	8/16/02
P 1.16	Level 16-17 Core Plan	8/16/02
P 1.18	Level 18-19 Core Plan	8/16/02
P 1.20	Level 20-21 Plan	8/16/02
P 1.22	Level 22 Plan	8/16/02
P 1.23	Level 23 Plan	8/16/02
P 1.24	Level 24-26 Core Plan	8/16/02
P 1.27	Level 27-29 Core Plan	8/16/02
P 1.30	Level 30-32 Core Plan	8/16/02
P 1.33	Level 33-35 Core Plan	8/16/02
P 1.36	Level 36-46 Core Plan	8/16/02
P 1.47	Level 47 Plan	8/16/02
P 1.48	Penthouse Plan	8/16/02
P 1.49	Penthouse Mezz Plan	8/16/02
P 1.50	Roof Plan	8/16/02
P 2.01	Schedules	8/16/02
P 3.01	Details	8/16/02

*FIRE PROTECTION*

FP 0.01	Symbols, Schedules and Details	8/16/02
FP 0.02	FP Riser Diagram	8/16/02
FP 1.00A	Level B2 Plan	8/16/02
FP 1.00B	Level B1 Plan	8/16/02
FP 1.01	Level 1 Plan	8/16/02
FP 1.02	Level 2 Plan	8/16/02
FP 1.03	Level 3 Plan	8/16/02
FP 1.04	Level 4 Plan	8/16/02
FP 1.05	Level 5 Plan	8/16/02
FP 1.06	Level 6 Plan	8/16/02
FP 1.07	Level 7 Plan	8/16/02
FP 1.08	Level 8 Plan	8/16/02
FP 1.08 A	Level 8-46 Typical Plan	8/16/02
FP 1.09	Level 9 Plan	8/16/02
FP 1.10	Level 10-11 Core Plan	8/16/02

E-9


FP 1.12	Level 12-13 Core Plan	8/16/02
FP 1.14	Level 14-15 Core Plan	8/16/02
FP 1.16	Level 16-17 Core Plan	8/16/02
FP 1.18	Level 18-19 Core Plan	8/16/02
FP 1.20	Level 20-21 Plan	8/16/02
FP 1.22	Level 22 Plan	8/16/02
FP 1.23	Level 23 Plan	8/16/02
FP 1.24	Level 24-26 Core Plan	8/16/02
FP 1.27	Level 27-29 Core Plan	8/16/02
FP 1.30	Level 30-31 Core Plan	8/16/02
FP 1.32	Level 32 Plan	8/16/02
FP 1.33	Level 33	8/16/02
FP 1.34	Level 34-45 Core Plan	8/16/02
FP 1.46	Level 46 Core Plan	8/16/02
FP 1.47	Level 47 Plan	8/16/02
FP 1.48	Penthouse Plan	8/16/02
FP 1.49	Penthouse Mezz Plan	8/16/02
FP 1.50	Roof Plan	8/16/02

*ELECTRICAL*

E 0.01	Symbols and Abbreviations	8/16/02
E 0.02	Power Riser Diagram	8/16/02
E 0.03	EM System Riser Diagram	8/16/02
E 0.04	Life Safety Riser Diagram	8/16/02
E 0.06	Electrical Schedules	8/16/02
E 0.07	Electrical Equipment & Panel Schedules	8/16/02
EL 1.00 A	Level B2 Plan	8/16/02
EL 1.00 B	Level B1 Plan	8/16/02
EL 1.01	Level 1 Plan	8/16/02
EL 1.04	Level 4 Plan	8/16/02
EL 1.05	Level 5 Plan	8/16/02
EL 1.22	Level 22 Plan	8/16/02
EL 1.23	Level 23 Plan	8/16/02
EL 1.34	Level 34-45 Plan	8/16/02
EL 1.47	Level 47 Plan	8/16/02
EP 1.00 A	Level B2 Plan	8/16/02
EP 1.00 B	Level B1 Plan	8/16/02
EP 1.01	Level 1 Plan	8/16/02
EP 1.02	Level 2 Plan	8/16/02
EP 1.03	Level 3 Plan	8/16/02
EP 1.04	Level 4 Plan	8/16/02
EP 1.05	Level 5 Plan	8/16/02
EP 1.06	Level 6 Plan	8/16/02
EP 1.07	Level 7 Plan	8/16/02

E-10


EP 1.08	Level 8 Plan	8/16/02
EP 1.09	Level 9 Plan	8/16/02
EP 1.10	Level 10-11 Core Plan	8/16/02
EP 1.12	Level 12-13 Core Plan	8/16/02
EP 1.14	Level 14-15 Core Plan	8/16/02
EP 1.16	Level 16-17 Core Plan	8/16/02
EP 1.18	Level 18-19 Core Plan	8/16/02
EP 1.20	Level 20-21 Plan	8/16/02
EP 1.22	Level 22 Plan	8/16/02
EP 1.23	Level 23 Plan	8/16/02
EP 1.24	Level 24-26 Core Plan	8/16/02
EP 1.27	Level 27-29 Core Plan	8/16/02
EP 1.30	Level 30-31 Core Plan	8/16/02
EP 1.32	Level 32 Plan	8/16/02
EP 1.33	Level 33	8/16/02
EP 1.34	Level 34-45 Core Plan	8/16/02
EP 1.46	Level 46 Core Plan	8/16/02
EP 1.47	Level 47 Plan	8/16/02
EP 1.48	Penthouse Plan	8/16/02

*SECURITY*

SC LEG	Legend Plan Security Conduit	8/16/02
SC DET	Detail Plan Security Conduit	8/16/02
SC DET2	Detail Plan Security Conduit	8/16/02
SC 2.00A	Level B2 Plan Security Conduit	8/16/02
SC 2.00B	Level B1 Plan Security Conduit	8/16/02
SC 2.01	Level 1 Plan Security Conduit	8/16/02
SC 2.02	Level 2 Plan Security Conduit	8/16/02
SC 2.03	Level 3 Plan Security Conduit	8/16/02
SC 2.04	Level 4 Plan Security Conduit	8/16/02
SC 2.08	Level 8 Plan Security Conduit	8/16/02
SC 2.12	Level 12 Plan Security Conduit	8/16/02
SC 2.22	Level 22 Plan Security Conduit	8/16/02
SC 2.23	Level 23 Plan Security Conduit	8/16/02
SC 2.24	Level 24 Plan Security Conduit	8/16/02
SC 2.25	Level 25 Plan Security Conduit	8/16/02
SC 2.35	Level 35 Plan Security Conduit	8/16/02
SC 2.48	Penthouse Plan Security Conduit	8/16/02
SC 2.49	Mezzanine Plan Security Conduit	8/16/02
SD LEG	Legend Plan Security Device	8/16/02
DS DET	Detail Plan Security Device	8/20/02
SD DET 2	Detail Plan Security Device	8/16/02
SD 2.00A	Level B2 Plan Security Device	8/28/02
SD 2.00B	Level B1 Plan Security Device	8/28/02
SD 2.01	Level 1 Plan Security Device	8/28/02

E-11


SD 2.02	Level 2 Plan Security Device	8/28/02
SD 2.03	Level 3 Plan Security Device	8/28/02
SD 2.04	Level 4 Plan Security Device	8/28/02
SD 2.08	Level 8 Plan Security Device	8/16/02
SD 2.12	Level 12 Plan Security Device	8/16/02
SD 2.22	Level 22 Plan Security Device	8/16/02
SD 2.23	Level 23 Plan Security Device	8/16/02
SD 2.24	Level 24 Plan Security Device	8/16/02
SD 2.25	Level 25 Plan Security Device	8/16/02
SD 2.35	Level 35 Plan Security Device	8/16/02
SD 2.48	Penthouse Plan Security Device	8/16/02
SD 2.49	Mezzanine Plan Security Device	8/16/02

*TELECOM*

T 1.00	Base Building Telecommunications Wiring Room #1	8/16/02
T 1.00.5	Base Building Telecommunications Wiring Room #2	8/16/02
T 1.01	Tenant Telecommunications Wiring Room	8/16/02
T 1.02	Level B1 Netpop Rooms and Entrance Conduit	8/16/02
T 1.03	Level B2 Netpop Rooms and Entrance Conduit	8/16/02
T 1.05	Satpop	8/16/02
T 1.05.5	Satpop Conduit 47	8/16/02
T 1.06	Goldman Sachs Poe Riser	8/16/02

*VERTICAL TRANSPORTATION*

VT-1	Low – Rise Section	8/16/02
VT-2	Low – Rise Hoistway	8/16/02
VT-3	Low – Rise Machine	8/16/02
VT-4	Low Mid – Rise Section	8/16/02
VT-5	Low Mid – Rise Hoistway	8/16/02
VT-6	Low Mid – Rise Machine	8/16/02
VT-7	High Mid – Rise Section	8/16/02
VT-8	High Mid – Rise Hoistway Plan	8/16/02
VT-9	High Mid – Rise Machine Room	8/16/02
VT-10	High – Rise Section	8/16/02
VT-11	High – Rise Hoistway Plan	8/16/02
VT-12	High – Rise Machine Room	8/16/02
VT-13	Garage Elevators (31,32)	8/16/02
VT-14	Shared Facilities Elev. (33)	8/16/02

E-12


VT-15	Escalators 34 & 35	8/16/02
VT-16	Escalators 36 & 37	8/16/02
VT-17	Service Section	8/16/02
VT-18	Service Plans (29-30)	8/16/02
VT-19	Garage Elevators (31-32)	8/16/02

*LANDSCAPE*

L 1.0	Landscape Plan	8/16/02
L 1.1	Exterior Planting Layout Plan	8/16/02
L 1.2	Interior Planting Plans & Schedules	8/16/02
L 2.0	Monroe Elevation	8/16/02
L 3.0	Lobby Partial Section	8/16/02
L 3.1	Monroe Section	8/16/02
L 3.2	Wacker Section Elev.	8/16/02
L 3.3	Planting Details	8/16/02

*IRRIGATION*

L 4.1	Soils & Sub Drainage	8/16/02
L 4.2	Soils & Sub Drainage Details	8/16/02
L 5.0	Irrigation	8/16/02

*HYDRO DRAMATICS*

F.1	Supply & Drain / Piping Schematic	8/16/02
F.2	Electrical Schematic	8/16/02
F.3	Stainless Steel / Nozzle Canister	8/16/02

E-13

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT F

BUILDING RULES

To the extent that there is any inconsistency between the provisions of the Lease and these Rules and Regulations, the provisions of the Lease shall control.

The sidewalks, walks, entries, corridors, concourses, ramps, staircases, escalators and elevators shall not be obstructed or used by Tenant, or the employees, agents, servants, visitors or licensees of Tenant for any purpose other than ingress and egress to and from the Premises. No bicycle or motorcycle shall be brought into the Building (other than the garage) without the consent of Landlord.

Tenant and its employees shall not (and Tenant shall endeavor to cause its agents, visitors or licensees to not) at any time place, leave or discard any rubbish or paper in the corridors or passageways within Common Areas of the Building except in receptacles specifically provided therefor. Tenant shall not place articles or objects in corridors or passageways within Common Areas without Landlord’s consent, not to be unreasonably withheld or delayed. No animals or birds shall be brought or kept in or about the Building except seeing-eye dogs and aquarium fish.

3.	Tenant shall not place, or cause or allow to be placed, any sign or lettering whatsoever in the exterior windows of the Premises. All lettering and graphics on corridor doors on multi-tenant floors shall conform to the standard prescribed by the Lease.

4.	Canvassing, soliciting or peddling in the Building is prohibited and Tenant shall cooperate to prevent it.

5.	Tenant shall not without Landlord’s prior written approval store poisonous or explosive substance, or cause or permit any unpleasant odors to permeate in or emanate from the Premises.

6.	Any hand trucks, carryalls or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as Landlord shall reasonably require.

7.	No portion of the Premises or any other part of the Building shall at any time be used as lodging quarters.

Tenant shall not make excessive noises, cause disturbances or vibrations or use or operate any electrical or mechanical devises that emit excessive sound or other waves or disturbances or create obnoxious odors, any of which are inconsistent with the operation of a full-service office and are offensive to the other tenants and occupants of the Building.

The water and wash closets, drinking fountains and other plumbing fixtures shall be used for solely for the purpose for which they were constructed, and no sweepings, rubbish, rags, coffee grinds or other substances inconsistent with their purpose shall be thrown therein. No person shall waste water by tampering with the faucets or otherwise.

10.	Tenant shall not advertise for laborers giving the Premises as an address, nor pay such laborers at a location in the Premises.

11.

All alterations, installation or similar work performed on behalf of any tenant or occupant of the Building with respect to any rentable or other space in the Building, including telephone installation, carpeting, and building materials and fixtures delivered to or removed from the Building on behalf of or for the account of any tenant or occupant of the Building shall be performed, delivered or removed, as the case may be, only by persons capable of working in harmony with other existing trades in the Building and, to the extent required to maintain labor peace with labor employed by Landlord, covered by a collective bargaining agreement with the appropriate trade union operating in the Building.

12.

Except in case of emergency or service outage, Tenant shall not enter or permit any of its employees or contractors to enter any portions of the roof of the Building or any portions of the riser space within the Building (excluding any such riser space dedicated to Tenant) unless Tenant has provided prior written notice to Landlord and presented Landlord with such information as Landlord shall reasonably request establishing Tenant’s need to access any such area.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT G

CLEANING SPECIFICATIONS

I.	Tenant Premises

Nightly 5 days a week (except Sat., Sun., and Holidays)

Vacuum all carpet floors moving all light furniture such as chairs, stands, etc. All furniture will be placed to its original position. Chairs are to be tucked into the desk or table. Vacuum cleaners to be equipped with HEPA Filters.

Dust mop all hard surfaces, non-carpeted floors and tile floors using treated dust mop, moving desk chairs or furniture on rollers. All chairs and furniture will be placed in its original position.

Remove gum and other substances requiring use of a scraping device.

Hand dust and wipe clean with a chemically-treated cloth all furniture (top, sides, legs), file cabinets, desk lamps, shelves, ledges, removing dust, fingerprints, streaks, etc.; care to be taken not to disturb papers.

Clean and sanitize all telephones, using a disinfectant solution.

Spot clean all entrance glass doors, doors with glass inserts and door side lights.

Empty and clean all wastepaper and recycling baskets, disposal receptacles, sanitary cans, paper towel cans and any other receptacles: damp dust as necessary. Install liners, if applicable.

Excluding fire stairwells, clean private stairways including vacuum carpet and dust handrails, balustrades and stringers, as necessary.

Clean and sanitize all water fountains using disinfectant solution.

10.

All cleaning operations shall be scheduled so that a minimum of lights are to be left on at all times. Upon completion of the cleaning, all lights are to be turned off.

11.

All entrance doors are to be kept locked during the cleaning operation. Office doors should be left as they were found.

12.

Make arrangements with Tenant for cleaning access to locked areas such as computer room, H.R., etc.

G-1

13.

Provide access to building dumpsters as needed.

Weekly

Edge vacuum all carpeted floors with an edging tool paying particular attention to corners, behind doors and around furniture legs and backs.

Excluding desks, credenzas, tables (unless easily moveable by one person), move and vacuum under all furniture.

Dust and clean all chair rails, paneling trim, window sills, baseboards, door kick plates, door and other architectural louvers, lattices and ornamental. work.

Excluding custom finishings, furniture systems, art work, sculptures, etc., wipe and polish all brass, stainless steel metal and other bright work using a non-acid polish.

Damp-mop all non-carpeted, hard-surfaced areas including public and private stairways.

All doors, jambs, walls and windows mullion will be spot-cleaned to remove streaks, smudges, finger marks, spills, and stains, paying particular attention to walls around switch plates and door jambs and doors around knobs and opening edges.

Wash all furniture glass (tops only).

Monthly

Wash both sides of all glass doors and side panels.

Wash, buff or spray buff resilient tile floors and hard floors.

Dust all vertical surfaces in public area and elevator lobbies; or sooner if needed.

Quarterly

Dust and sanitize all telephone doors and ventilating louvers.

Dust all vertical surfaces such as walls, partitions, doors, windows and door frames, ventilating louvers, grills, vents, high moldings, high ledges and other high surfaces not reached in nightly cleaning.

Dust exterior surface of light fixtures, pictures, picture frames, charts (removing finger prints). Do not use treated cloth near painted art.

Wash and remove scuff marks from all baseboards.

G-2

Dust and vacuum all upholstered furniture.

Dust all venetian blinds and all window frames.

Vacuum and dust ceiling tiles around ventilators and clean air-conditioning diffusers as necessary.

Excluding furniture systems, wash and clean all glass partition doors.

Provided Tenant, at Tenant’s expense, first moves out all cabinets and furniture, cleaning contractor will clean behind file cabinets and desks.

10.

Clean all wastebaskets inside.

11.

Vacuum upholstered furniture.

12.

Wash all vertical surfaces in public areas/elevator lobbies, sooner if needed.

Semi-Annual

Dust venetian blinds.

Wash and clean inside of exterior windows.

Annually

Machine scrub and refinish all resilient tile floors and hard floors (excluding stone surfaces which will be under manufacturer’s specifications) and freight lobbies to remove all floor finish. If necessary, remove all wax spills and splashes from baseboards, doors, jambs, moldings and walls. If the condition of the surfaces requires more frequent machine scrubbing, the frequency will be increased, as directed by Landlord’s Agent.

II.

Restrooms

Nightly 5 days a week (except Sat., Sun. and Holidays)

Clean and sanitize, all sides of toilet bowls, all sides of seats, urinals and washbowls, using disinfectant solution.

Clean and polish all glass, mirrors, vanity tops and porcelain fixtures.

Clean and polish all chrome and other bright work including, exposed plumbing, toilet seat hinges, etc.

Damp wipe all metal toilet partitions and tiled walls with a disinfectant. All surfaces are to be wiped dry so that all wipe marks are removed.

G-3

Dust the top edges of all partitions, ledges and mirrors.

Floor will be swept clean and wet –mopped with germicidal detergent. All watermarks and stains are to be wiped from wall and metal partitions bases.

Remove scuffmarks and footmarks.

Wash and polish all shelves, dispensers, receptacles and any other metal accessories.

All toilet tissue, soap, sanitary products, towel dispensers, seat covers and other restroom supplies shall be filled nightly. Dispensers not to be overfilled and supplies are not to be stored in visible areas.

10.

Empty all sanitary containers and sanitize containers interior using a disinfectant. Install new liners.

11.

Remove all wastepaper and refuse and sanitize container interior using a disinfectant. Install new liners.

12.

Pour water down the floor drains.

13.

Report all malfunctions to Building management.

Monthly

Washrooms floors will be machine scrubbed, using a germicidal solution, followed with an approved floor finish. Hand scrub base of walls and corners with a brush. Remove watermarks from walls, partitions, and fixtures.

Clean, disinfect, add drain cleaner or ammonia, and fill floor drains with water to avoid the escape of sewer gasses. Clean and polish all drain covers.

Wash partition wall (either metal or tile) using a germicidal solution. Wipe dry and polish to a uniformly bright, clean condition.

Quarterly

Perform all high dusting, inclusive of grills, diffusers, exhaust vents and exterior surface of light fixtures.

Wash ceramic tile walls.

III.

Elevators and Escalators (Including Freight Service Elevators)

Nightly 5 days a week (except Sat., Sun. and Holidays)

G-4

Clean and /or polish doors, walls, thresholds, handrails, jamb and panels.

All saddles and door tracks will be wiped clean and vacuumed removing all debris and stains. All dirt and debris is to be removed from door tracks, including portion beyond door openings visible when door is in open position, using brush, vacuum and /or edging tool. Push buttons will be cleaned and malfunctions reported.

Saddles and tracks will be left in a uniformly, bright, clean condition.

Vacuum and spot clean elevator carpets.

Except in freight elevator cabs, machine buff hard floor surfaces as needed.

Clean escalator steps, rails and combs nightly.

Dust mop with untreated mop; remove all gum and foreign debris.

Remove empty boxed materials from freight elevator lobby.

Monthly

Bright metal work cleaned and polished (two days notice to Tenant if solvents used).

Quarterly

Clean elevator carpets, per manufacturer’s specifications. Steam extract elevator carpet if needed. (It may be necessary to dry clean or steam extract during inclement weather or increase frequency).

Dust light fixtures.

IV.

Lobby

Nightly 5 days a week (except Sat., Sun. and Holidays)

Hard surface floor is to be dust-mopped, using a treated mop to remove dirt and debris, and then damp mopped with clean water and dried. All mop marks and water splashes will be removed from walls and baseboards.

Sweep clean granite steps and floor in lobby.

Mats are to placed in lobby during inclement weather. Vacuum and spot clean all carpets, mats and runners nightly.

Wipe clean all directories.

Empty trash receptacles and replace liners.

G-5

All walls (including stone) doors, jambs and elevator bank entries are to be cleaned to remove all dust, finger marks, smudges and spills (inclusive of stairway and utility doors). Special attention is to be paid to metal-clad areas around call buttons. Walls and doors will be maintained to the height of the door.

Clean security areas.

Dust low ledges and other horizontal surfaces, including heating ducts in retail links.

Glass entrances, revolving doors and lobby partitions will be cleaned to remove all finger marks, smudges and spills. Spot clean as necessary, during off peak times.

10.

All metal work, such as door hardware and frames, switch plates, mail depository, signage, metal lettering, mullions and sills, door knobs, kick plates and hand railing, etc. will be wiped clean and polished and left in a bright condition, free of dust and streaks.

11.

All horizontal surfaces, including furniture tops and area within reach, which includes the security station (console) and seating areas, are to be dusted nightly using treated dust cloths.

12.

Empty trash containers and replace liners. Dispose of trash in designated area.

13.

Remove finger marks from woodwork, doors and jambs.

Weekly

All walls, doors, frames, entrance glass and windows will be thoroughly cleaned, leaving no streaks, smudges, dust, or stains. Walls, doors and frames shall have a uniformity bright and clean appearance when completed.

Clean elevator display lights and interior and exterior lanterns.

Quarterly

Lobby lights, globes and fixtures cleaned, as necessary.

Annually

Hard surface floors cleaned, restored and resealed as per manufacturer’s specifications. If the condition of the surfaces requires more frequent cleaning, the frequency will be increased as directed by Landlord’s Agent.

V.	PUBLIC AREA (Including corridors and elevator lobbies)

Nightly 5 days a week (except Sat., Sun. and Holidays)

G-6

All carpeted floors are to be vacuumed, edged with an edging tool and spot cleaned, including service corridors and garage lobbies and corridors.

All hard-surfaced floors are to be mopped with a treated dust mop. All spills and stains will be removed with a damp mop or cloth. Baseboards, frames (molding) and stone surfaces will be wiped down with a treated dust cloth.

All walls will be spot cleaned to remove all smudges, stains, and hand marks, using only clean water or a mild cleaning agent, where necessary.

All doors, jambs, walls, switch plates, woodwork, signage and kick plates will be spot cleaned to remove any hand marks, stains, spills or smudges.

All glass doors and partitions will be spot cleaned to remove any finger marks, smudges, or stains.

Clean, disinfect and polish all drinking fountains.

All metalwork, such as door signage, door hardware and frames, metal lettering and other metal accessories will be wiped clean and polished free of all dust and streaks. Tenants must be notified if chemical solvents are used.

Elevator doors panels (stone or wood) and frames will be completely wiped down and polished, removing all dust, marks and stains.

Dust all accessories, planters, ledges and all other horizontal surfaces, using a treated dust cloth. Dust all furnishings.

10.

Trash receptacles emptied, and lining replaced.

Weekly

All hard-surfaced floors, excluding marble and granite areas, will be wet-mopped and buffed weekly. All residual wax and mop or scrubber marks will be removed from baseboards.

Vacant spaces are to be policed weekly. Dusting, sweeping and a general cleaning done as necessary.

Monthly

All carpeted floors will be vacuumed, using a pile lifter to remove all embedded dirt and grit and restore pile to a uniformly upright condition.

Clean and sweep all vacant areas monthly.

G-7

Quarterly

Dust above shoulder height including, but not be limited to, all ledges, light fixtures, exterior surfaces, diffusers and vents.

Clean all carpeted areas each month, per manufacturer’s specifications.

All telephone closets, utility closets and building storage areas shall be cleaned.

Spot clean all vinyl wall coverings and service corridors.

Semi-Annually

Wall surfaces to be dusted.

Annually

All hard-surfaced floors, excluding natural stone areas, are to be machine scrubbed, refinished and polished. If the condition of the surfaces requires more frequent machine scrubbing, the frequency will be increased, as directed by Landlord’s Agent.

VI.

Janitor’s Storage Closets

If any janitor’s closets are located within Tenant’s premises, such closets will be maintained in a clean and orderly condition and kept free of odors.

VII.

Stairwells

Nightly 5 days a week (except Sat., Sun. and Holidays)

Police stairs and landing and remove debris.

All handrails, walls, doors jambs and sills will be checked daily and, where needed, dusted and spot-cleaned to remove all finger marks, smudges and stains.

Weekly

Handrails, baseboards, light fixtures, and all horizontal ledges and surfaces will be wiped with a treated dust cloth.

Sweep stairs and landings.

Monthly

Damp mop all stairs and landings.

Damp wipe railings and ledges.

Dust walls and other vertical surfaces and light fixtures.

G-8

Semi-Annually

Machine scrub non-carpeted floors.

Annually

Dust all fire equipment, inclusive of extinguishers, hose cabinets or covers and communication devices.

VIII.

Loading Dock (Including compactor area and freight elevator lobby)

Nightly 5 days a week (except Sat., Sun. and Holidays)

All floors shall be swept clean of debris.

Mop service corridor to service cars.

Police service drive and remove debris.

Ashtrays and cigarette urns emptied and wiped clean.

Trash receptacles emptied and trash removed to designated area.

Allow tenant occasional use of dumpster.

Weekly

Hose down and squeegee loading bays.

Hose down service drive.

Monthly

The loading dock shall be power-washed and cleaned using a mechanical scrubber and appropriate grease cutting and sanitizing cleansers; to be performed after Loading Dock Hours.

Quarterly

Scrub dock office, wipe clean furniture cabinets, etc.

Wipe clean doors in service corridor.

IX.

Exterior

Nightly 5 days a week (except Sat., Sun. and Holidays)

All exterior walkways (including public sidewalls) stairs and plazas will be cleaned.

Quarterly

All exterior walkways (including public sidewalks), stairs and plazas will be swept and power washed from April through October. During November through March, power washing will be directed by Landlord’s Agent, weather permitting. After sweeping and cleaning, all standing water will be removed by squeegee and the surfaces left in a clean, dirt-free condition. Special attention will be given to grout.

G-9

X.	General Cleaning – Day Personnel

Daily

Police and maintain elevator cabs, including floors, as required or directed. Where elevator cabs are carpeted, they are to be vacuumed not less than once in the morning and once in the afternoon.

Clean and police all garage corridors, stairwells, utility areas, engineers office, locker rooms, mechanical rooms, setbacks, roof tops and all levels below the main floor to maintain a clean condition at all times. Equipment rooms, fan rooms, and all utility areas, including overhead piping shall be regularly dusted, swept, and otherwise maintained and kept in a clean condition at the direction of Landlord’s Agent.

Police garage for debris.

Wipe clean all lobby and elevator metal, handrails and exterior fire connections.

Keep entrance door glass and frames in a clean condition. Properly maintain exterior of Building at ground level, including any canopy trim and painted underside of canopies, store fronts, and other applicable areas.

The loading dock areas and the service freight areas, including the ground floor corridors and upper floor freight lobbies, are to be maintained and policed to sustain a clean condition at all times.

Police all lavatories; to be checked a minimum of twice a day morning and afternoon. Check and fill, as necessary, toilet tissue, soap dispensers, napkin dispensers and towel dispensers. Landlord’s Agent will use commercially reasonable efforts to employ both day porters and day matrons for these functions.

All landscaped areas and walkways are to be policed to maintain a clean condition at all times.

There will be a constant surveillance of the lobby and plaza areas to insure cleanliness at all times.

10.

Damp clean elevator doors and call buttons.

11.

Spot clean stone walls, directories, security desks, etc.

G-10

12.

Perform emergency cleaning (spillage, tracking, etc.) on hard surfaced floors.

Periodically, or As Needed

Sweep and hose down all building sidewalks, plaza areas, planters, etc. as directed by Landlord’s Agent.

Remove snow, sleet, ice, etc. within three (3) hours from all sidewalk and plaza areas during the hours of 6:00 a.m. to 12:00 a.m., seven (7) days per week or as directed by Landlord’s Agent. When snowfall is heavy, a temporary path is to be provided for pedestrian and freight traffic between 12:00 a.m. and 6:00 a.m. or as directed by Landlord’s Agent.

All reasonably necessary preparations will be taken to avoid icing on sidewalks when weather reports anticipate icing or snowfall or as directed by Landlord’s Agent.

During inclement weather, install/remove, as appropriate, lobby floor mats and runners or as directed by Landlord’s Agent.

All other duties as may be required to maintain the Building in clean condition during Regular Business Hours shall be performed by the day staff as and when directed by Building Management.

Annually

Pressure wash garage floor, unless manufacturer’s specifications direct otherwise.

G-11

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT H-1

PROJECT DESCRIPTION

(See Attached)

71 SOUTH WACKER

EXHIBIT H-1

PROJECT DESCRIPTION

September 30, 2002

This document reflects the August 2002 revisions to the design of the building, wherein the 3rd floor was deleted and the 2nd floor renumbered to “mezzanine”. Numbering of Floors 4 through 48 has not changed, therefore floor numbering in this document from the ground floor up is Floor 1, Mezzanine, Floor 4, Floor 5, etc., up to Floor 48, the Mechanical Penthouse Floor. These floor designations are not reflected in the companion drawings to this document, the 8/16/02 Lease Exhibit drawings.

I.	STATUS

This Project Description defines the design criteria and describes the materials and quality of workmanship, which will be provided in the Project as part of core and shell construction.

The building will be constructed to a “shell and core” state, wherein the building structure and exterior enclosure are fully completed and the interior spaces are completed only in the public and common areas (refer to Section IV). The finishes to the office areas will be completed as part of tenant fit out.

Whenever in this document any code or published standard is referred to, Landlord shall comply with such code or published standard or with any applicable provision of this document or any other exhibit to or provision of the Lease, whichever is greater or more stringent.

II.

PROJECT SITE

The 61,350 square foot site is located in Chicago, Illinois, and is bounded by Wacker Drive to the west, Monroe Street to the south, Franklin Street to the east and Arcade Place to the north.

III.

PROJECT DEVELOPMENT

The building is forty-seven (47) stories above grade and 2-1/2 levels below grade, with a total gross area of approximately 1,765,000 square feet, including approximately 1,550,000 square feet of office, approximately 5,000 square feet of retail, and parking for approximately 165 cars.

The basement levels will contain parking and loading docks, in addition to base building equipment spaces.

The ground floor includes the building lobby, accessed through revolving doors and vestibules at the Franklin and Wacker facades; parking, accessed from Arcade Place; externally oriented retail space with access from both Wacker Drive and Franklin Street and from the lobby; additional retail space accessed internally from the lobby; the security center; and the messenger center.

The tower rises forty-seven (47) stories from Monroe Street. Floors 1 through 7 are expanded beyond the footprint of the tower and form a “bustle” to the north.

H-1-1

Floor 2, the Mezzanine, will house shared amenity uses such as a cafeteria and a health club, and is accessed from the lobby via escalators and an elevator.

Office space is located on floors 4 through 47. Portions of the basement and floors 4, 22, 23 and all of floor 48 house base building mechanical, electrical, plumbing, fire protection and telecommunication functions.

Site development incorporates street trees in recessed planters on Monroe and Franklin Streets, and two (2) landscaped areas at the Monroe/Franklin corner and at the Monroe/Wacker Corner. Pedestrian access to the building is from both Wacker Drive and Franklin Street. Vehicular access to the ground floor enclosed parking area is from Arcade Place and to the lower level enclosed parking and loading areas from Lower Wacker Drive. A separate entrance for messengers and small package delivery is provided on Arcade Place.

IV.

BASE BUILDING ARCHITECTURAL SYSTEMS

Applicable Codes and Ordinances:

Chicago Building Code, 2001 Edition.

Exterior Materials:

The primary exterior wall will be a thermally-broken aluminum/stainless steel/glass curtain wall. The aluminum framing members will have a polished anodized finish on the exterior and a painted finish on the interior. The spandrel panels and the vertical panels at the east and west ends will be textured stainless steel insulated panels. Painted aluminum louvers will be provided where required at mechanical areas.

The center portion of the north bustle wall will be modular architectural brick. Punched windows in this wall will be insulated double glazed units in polished anodized aluminum thermally-broken frames. Painted aluminum louvers will be provided where required at mechanical areas.

The lobby storefront will be comprised of insulated glazing units in polished aluminum, painted steel and stainless steel frames. Revolving and swing doors will be stainless steel styles with clear glass. Arcade columns will be clad in stainless steel panels as will the Arcade soffit.

The roof of the bustle and the tower will be comprised of a “Green Roof” system. The total roof system shall be comprised of fluid-applied rubberized asphalt membrane, and protection/root-stop sheets over concrete deck with rigid insulation, air/moisture retention mats, and a shallow planting soil mix above, to support low profile plant materials requiring minimum maintenance.

H-1-2

The exterior wall of level B-1, exposed to Lower Wacker Drive, will be painted concrete and concrete masonry units.

Canopies over the Wacker Drive and Franklin Street main entrances will be comprised of stainless steel panels with recessed lighting.

Service doors on Arcade Place and Lower Wacker Drive will be hollow metal in hollow metal frames.

Insulated metal slat overhead coiling doors will be provided at the loading docks and the parking entrance and exit on Lower Wacker Drive and at the parking entrance and exit on Arcade Place.

Insulated glass skylights with painted aluminum frames will be provided at the level 4 roof, above the lobby entrance areas.

10.

The site within the property lines will have stone pavers. Sidewalks beyond the property line on Monroe and Franklin Streets will be City standard concrete construction. The existing sidewalks and curbs at upper Wacker Drive will remain due to the planned reconstruction of Wacker Drive.

Interior Materials:

The Main Lobby and Shared Space Lobby materials will include stone floors, steps and ramps, stone core walls, and a stainless steel/drywall panel ceiling with recessed lighting. The raised planter at the handicapped ramps will be stone. Railings will be stainless steel. Interior doors into the Main Lobby will be stainless steel with stainless steel frames.

The entry vestibule/security area materials will include a carpeted floor inset into a stone border, stone walls, stainless steel and drywall ceiling with recessed lighting surrounding the skylight shaft.

The ground floor elevator lobby materials will include stone floors, wood paneled walls, stainless steel and drywall ceilings with mesh canopies with recessed lighting. Stainless steel elevator doors will be framed by stone jambs. The low-rise elevator lobby ceiling will be wood panels.

All toilet rooms will have ceramic tile floors, base and walls, feature walls will have vinyl wall covered drywall; painted drywall ceilings with recessed lighting; ceiling hung metal toilet partitions; stone lavatory tops with underhung china lavatories; frameless mirrors; and stainless steel accessories. Tile on the walls shall be door frame height.

H-1-3

The Loading Dock and parking areas will have painted concrete block walls and the ceilings will be painted exposed construction. Painted hollow metal doors and frames and painted steel tube handrails at stairs and ramps will be provided. Floors will be exposed concrete, with waterproof surfacing on supported slabs. The loading dock will have dock levelers at two (2) of the six (6) truck bays. Loading dock equipment will include dock levelers and laminated tread bumpers at the raised dock, and one dry and one wet refuse compactors.

Mechanical, electrical, plumbing, telecommunication and fire protection rooms and other back-of-house area, in the basement level will be painted, exposed concrete or concrete masonry unit construction, with painted hollow metal doors and frames.

Base building mechanical, electrical, plumbing, fire protection and telecommunication rooms will have painted drywall, concrete masonry unit, or concrete walls, painted exposed construction ceilings, and either an exposed, sealed concrete floor or a raised floor, where required.

Stairs enclosures will have painted drywall, concrete or concrete masonry unit walls. Stairs will be prefabricated painted metal pan with concrete treads and painted steel tube handrails and guardrails. Stair widths will be as required by Code, however one stair in the tower core and both stairs in the bustle will be increased to 66” wide.

V.	VERTICAL TRANSPORTATION SYSTEMS

Office passenger elevators will be organized into four (4) zones. Low Rise Zone 1, with five (5), 4,000 lb. capacity, 500 fpm elevators will serve floors 1 and 4 through 9, with future hoistway openings at level 10. Low mid-rise Zone 2, with seven (7), 4000 lb. capacity, 700 fpm elevators, serves floors 1 and 10 through 22, with future hoistway openings at level 8. High mid-rise Zone 3, with seven (7) 4,000 lb. capacity, 1,000 fpm elevators will serve floors 1 and 22 through 33. High rise Zone 4, with eight (8), 4000 lb. capacity and one (1) 3,500 lb. capacity, 1,200 fpm elevators will serve floors 1, 15, and 32 through 47, with a future hoistway opening for one car at level 10. The office passenger elevators will provide a performance level of an average interval of 28 seconds and handling capacity of 14% of the anticipated population.

Vertical and Horizontal Movement of the passenger elevators will not exceed a value of 12 milli(g)s peak to peak.

Two (2) 1,000 fpm service elevators will be provided, one with 6,500 lb. capacity serving floors B-2 through 48, and one with 4,500 capacity serving floors B1 through 47. Both elevators have interior heights of 10’-0”. The 6,500 lb. elevator will additionally have a 2’-0” “high hat” for oversized material transportation.

Two (2) 3,500 lb. capacity, 150 fpm parking shuttle elevators will be provided, serving levels B1, B2 and 1.

H-1-4

One (1) 2,500 lb. capacity, 150 fpm elevator will be provided to meet ADA requirements for access to the shared facilities, and serves Levels and the Mezzanine.

One (1) 2,500 lb. capacity, 150 fpm service elevator will serve Levels B1 and 2, connecting the loading dock with the cafeteria.

Two (2’) 100 fpm, 48” wide escalators serve Shared Facilities on the Mezzanine level will connect with the main lobby, north of the elevator core.

Custom passenger elevator cab design and material selection will be determined in the future, however materials will be of a quality compatible with the main lobby materials. Service elevator cabs will be manufacturer’s standard stainless steel interiors.

VI.

EXTERIOR BUILDING MAINTENANCE SYSTEMS

Exterior wall maintenance on the tower will be accomplished by a track-mounted mobile davit platform located on the tower roof, to which a scaffold platform will be rigged.

Exterior wall maintenance at the bustle will be accomplished by fixed davit sockets and removable davits, to which a scaffold platform will be rigged.

VII.

LANDSCAPE SYSTEMS

Exterior Landscape:

Raised stone planters with bent grass turf will be provided on the Monroe Street frontage. The planter edge will be a stone bench. Two (2) internal “courts” within the planters, link the public sidewalk with the arcade. The planter at the Monroe/Wacker corner will feature a large specimen tree.

Street trees will be provided along the Monroe and Franklin frontage in grouped tree pits with removable grating covers.

Irrigation and drainage systems will be provided for all exterior planting areas.

Interior Landscape:

Three (3) lineal raised stone planters will be provided in the lobby, with tall bamboo plants in selected stone planter fill material.

Irrigation, drainage and grow-light systems will be provided.

Two (2) feature planting areas for seasonal planting will be located in the east and west ends of the main lobby.

H-1-5

VIII.

STRUCTURAL SYSTEMS

Codes and Standards:

Chicago Building Code/latest edition.

American Concrete Institute, Building Code Requirements for Structural Concrete (ACI 318-83) [Also refer to 1999 edition].

American Institute of Steel Construction, Load and Resistance Factor Design Specification for Structural Steel Buildings, Second Edition, 1994. [Also refer to 2001 edition]

American Welding Society, Structural Welding Code - Steel (AWS D1.1-92).

Specification for the Design of Cold Formed Steel Structural Members (AISI 1968 edition, as modified by Addendum No. 1 dated November 19, 1970).

American Concrete Institute, Building Code Requirements for Masonry Structures (ACI 530-92/ASCE 5-92/TMS 402-92) [Also refer to 1999 edition].

Foundation Systems:

The building will be founded on a series of drilled caissons, extending to rock under the building core and to hardpan elsewhere.

The basement levels will be enclosed in reinforced concrete walls and reinforced concrete slabs on grade.

The framed portion of level B-1 will be reinforced concrete beams and slab construction.

Superstructure Systems:

The structure for the project will be composite in that it utilizes reinforced concrete shear walls surrounding the core and structural steel for the remainder of the framing. The reinforced concrete shear walls resist both gravity loads on the core as well as all lateral loads on the tower.

Floor framing will be of standard rolled structural steel shapes designed to act compositely with the floor slabs for additional stiffness and strength.

The floor slabs themselves will be composite slabs formed from steel deck with a concrete topping. The floor flatness shall be an average of ¹ / 4 ” in 10 feet non-cumulative within the office areas.

H-1-6

Columns will be of structural steel to minimize their size and speed the erection of the tower.

Columns in the bustle are designed to allow future construction of a structure to house three (3) generators, one (1) chiller and extension of required exit stairs above the roof of the bustle.

The tower will be constructed in a sequence beginning with the reinforced concrete core, with the steel frame following the core by 5 to 10 stories.

Slab Design Load Criteria:

Floor framing and columns have been designed to accommodate the following load criteria:


a.	Tower Office Floors:	50 PSF LL
		20 PSF Partitions
		15 PSF Raised Floor

b.	4th Floor Bustle
	UPS/Batteries/Switchgear Areas	300 PSF LL
		40 PSF Partitions

c.	4th Floor Bustle
	Mechanical Rooms	250 PSF LL
		40 PSF Partitions

d.	Elevator Lobbies - Typical	100 PSF LL

e.	Restrooms	60 PSF LL
		20 PSF Partition

Slab to Slab Heights:

The following is the structural slab to slab floor heights.


Floor	Use	Tenant	Height
M	Mezzanine	Shared spaces	23’-4”
4	Bustle/Mech.	Goldman	15’-6”
5	Bustle/Office	Goldman	15’-6”
6	Bustle/Office	Goldman	15’-6”
7	Bustle/Office	Goldman	14’-6”
8	Office	Goldman	13’-6”
9	Office	Goldman expansion	13’-6”

H-1-7

Mechanical Systems

As a minimum the design of the mechanical systems shall meet the latest edition of the local codes and standards required for compliance.

Ventilation

Code required outside air for all occupied spaces. Future tenant spaces are included in the calculation of outdoor air requirements at their intended office use.

The system is sized in accordance with the sum of all of the exhaust air from the occupied space served plus 10%.

Minimum Supply Air Circulation:

General Office: 0.6 CFM/usable sq. ft.

Toilets: 1.0 CFM/usable sq. ft. supply;

1.0 CFM/usable sq. ft. transfer air

Internal Heat Gain:

Total lighting and power watts per usable square foot of heat gain to the space


Mezzanine, 32, 33 & 47		6w/u.s.f.
Floors 4, 8 thru 31, 34 thru 46		4.5 w/u.s.f.
Floors 5, 6 & 7		8 w/u.s.f.

H-1-8

People Load Density

Office use: 100 usable sq. ft. per person

System Scope Description

Chilled water plant

Central refrigeration system consisting of four (4) electric centrifugal units is provided. The plant will be located on the 22 ^nd floor of the building and will serve the base building air handling equipment on the 4th, 22 and 48 floor.

A multiple cell cooling tower configuration is located on the upper roof with the associated condenser water pumps, tower header and riser connection for the building. Capped and valved condenser water outlets are provided to the tenant floors.

Heating System

Electrical resistant heaters will be provided in the main air handling units.

Electric resistant baseboard radiation units will be used on floors 4 through 7, 32 and 33 and the 47 floor at certain non-typical curtain wall locations.

The tenant space will be heated by fan powered VAV boxes with electric heat coils as part of the tenant fit out.

Air Handling System/Ventilating System

Multiple custom air-handling units will be provided at the 4 ^th , 22 ^nd , and 48 ^th floor mechanical rooms.

Supply and return risers will be provided at two locations in the core with a supply duct loop on each floor. The ceiling plenum will be utilized for return air.

Ventilation systems will be provided in all base building mechanical rooms, electrical rooms, emergency generator room, etc. as required.

H-1-9

Ventilation will be provided for the basement and ground floor garage areas. Exhaust systems are provided for the toilet facilities, janitor closets, loading docks and kitchen facilities.

Plumbing

Domestic water system will be provided and all piping sized in accordance with the Chicago Building Code.

All sanitary, waste and storm drainage systems shall be connected to municipal sewers underground in the public right of way.

Fire Protection

Automatic sprinkler systems shall be designed hydraulically to support all areas of the building, except where prohibited by the Chicago Building Code.

Sprinklers will be routed through dedicated risers located in the stairwells.

The system shall include electric fire pumps. Fire pumps will be installed to pressurize the city main water supply to meet the sprinkler and standpipe demand.

Electrical

Service to the building shall be provided with multiple 12,000 volt service feeders up through the building to base building transformer vault room located within the core.

Metering

Base building panels will be provided for house loads.

Tenant loads will be individually metered through tenant meter centers or metered at tenant service entrances. A service switch and meter fitting will be provided on the typical floors.

Emergency System:

An emergency diesel generator system will be provided. The generator will support emergency life safety loads required by the Chicago Building Code only.

H-1-10

Load Densities

The Goldman Sachs tenant floor will be served by feeders to support a 2240 KVA demand load. This power supply will be distributed to the 4 ^th floor tenant electrical vault.

The remaining tenant floors will be provided with lighting feeder and panel capacity to support 7.5 volt-amperes connected load per usable square foot of space with an 800 amp secondary service, switch and meter provisions per floor.

Lighting

Emergency lighting will be provided throughout the facility in accordance with City of Chicago Building Code.

Architectural accent lighting will be provided in the lobby and common base building spaces.

Metal halide lighting fixtures shall be provided in the parking garage areas and loading dock service areas.

Exterior architectural lighting shall be provided at the building entrances. Ornamental street lighting standards will be provided along the public street as required by the City standards.

Lightning Protection

A master label lightning protection system shall be provided. Roof-mounted air terminals interconnected with copper conductors to all roof-mounted equipment. Structural steel columns shall be utilized as the main down conductors.

X.	SECURITY SYSTEMS

Security systems will include the following:

Card Reader controlled vehicular gates at garage entrances.

Reinforced overhead doors or ram prevention devices at vehicular entrances.

Card Reader controlled barrier turnstiles in the security lobbies.

Perimeter and special area door control and monitoring devices.

Card reader controlled elevators.

Centralized Security Management System with access control and alarm monitoring functions.

H-1-11

Security Command Center equipment including monitors, digital recorders and controls.

Magnetometer and X-Ray Screening equipment at entry locations.

Electronic visitor management system.

10.

Electronic guard tour system.

XI.

TELECOMMUNICATION SYSTEMS

NETPOP:

The building will have two (2) telecommunication service entrance (NetPOP) rooms in the basement. Tenant shall have the right to utilize multiple service providers. Cables from telecommunication service providers will enter the building via conduit from the service provider’s vault under the street. Cables will terminate in the NetPOP room. Tenants may install fiber optic or twisted pair cobber cable from their lease space to one or both of these NetPOPs. Tenants may use their Pro Rata share of the NetPOP for cable termination and connection to service providers.

Base Building Telecommunications Wiring Rooms (BTR):

There will be two (2) Base Building Telecommunication Wiring Rooms (BTR) on each floor. A series of 4” sleeves will be provided through the floor and ceiling. At the lowest floor, a series of 4” conduits will connect the BTRs to each of the two NetPOP rooms. The two BTRs will be connected together with 4” conduit in the basement, at the top of the building and at two intermediate floors.

Tenants may use their Pro Rata Share of the TTR sleeves to install fiber or copper telecommunication entrance cables from the NetPOP rooms to their lease space. MBR&M has requested that sixteen (16) dedicated 6” conduits be provided from the NET POP rooms to the BTRs. Ten (10) from Net POP room No. 1 and six (6) from Net POP room No. 2. Tenant reserves the right to have landlord install such conduits subject to approval of a Tenant Requested Change Order. Landlord to provide sixteen (16) matching 6” sleeves fro 4 ^th floor BTRs through the 34 ^th floor reserved for MBR&M.

Telecommunication entrance cable is the only type of cable that can be installed in the BTR. The tenant’s internal floor-to-floor network backbone cables, computer station cables, voice riser cables, voice station cables, etc. must be installed in a Tenant Telecommunications Wiring Room (TTR) within the leased space. Active equipment such as Ethernet switches or routers must be installed in the tenant’s leased space and are not permitted in the BTR.

H-1-12

Tenant Telecommunications Wiring Room (TTR):

A Tenant Telecommunication Wiring Room will be provided on every floor in the core of the building, as part of the leased space. A series of 4” sleeves will be provided through the floor and ceiling. Tenants may use the sleeves to install fiber or copper network backbone cables, computer station cables, voice riser cables, voice station cables, etc. from floor-to-floor within their space.

To connect with the tenant space from the BTR and/or the TTR, cables can enter the raised floor from an opening in the wiring room or above the ceiling via sleeves through the core wall. If the tenant installs cable above the ceiling, it must be in conduit. All sleeves must be fire stopped by the cable installation contractor.

Satellite Antenna:

Space will be provided on the roof for tenant antenna communication purposes. Building management must approve the engineering of the installation. A SatPOP room on floor 48 will be provided for active equipment, conduit from the SatPOP to the roof and conduit from the SatPOP to each of the building’s BTRs. Tenants may use their Pro Rata share of the SatPOP for active equipment. Tenants may use their Pro Rata share of the conduit for Satellite connectivity to their space. Landlord shall provide a sleeved pathway from the 9 ^th floor to the SAT POP room, to allow for future connections by the tenants to the SAT POP room. Landlord to provide four (4) six inch sleeves; two (2) originating through each 34 ^th floor BTR up to the Sat POP room reserved for MBR&M’s use only.

XII.

PROTECTION SYSTEMS

A design response to potential explosive threats will be incorporated, including hardening of building elements to isolate explosive threats from the occupied spaces, reduce glass fragment hazard within floors 4 through 9 and mitigate the potential for progressive collapse of the structure. Isolation of the occupants from the internal explosive threats will be achieved through adequate strength and ductile detailing of hardened slabs and walls. The reduction of glass fragment hazards to a medium level of protection will be achieved through the use of protective glazing materials and the appropriately sized mullions and anchorages. The protection against progressive collapse will be achieved by means of the specific local resistance method in which critical load bearing elements are designed to resist failure in response to the specified threats.

The structure will be designed to resist a 500-pound TNT explosive vehicle threat located on the surrounding streets or within Lower Wacker Drive. This design will be based on standoff distances associated with a perimeter protection that will prevent the 500-pound TNT explosive vehicle threat from approaching the face of the building or entering the loading dock. Standoff protection at the ground floor will include steel bollards on the Wacker, Monroe and Franklin exposures and stone-clad reinforced concrete planters at Wacker/Monroe and Monroe/Franklin corners.

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The Goldman Sachs façade will be designed with a laminated thermally tempered glass that is retained within the curtain wall frames with a structural silicone adhesive. The glass, the frames and the anchorage will be designed to ensure all components of the system are capable of developing their maximum capacity and that the capacity of the anchorage exceeds the capacity of the frames which exceeds the capacity of the glass. This balanced glazing system will provide a medium level of protection (low hazard or better) to the majority of the occupants in response to blast overpressure.

The glazing enclosing the lobby will be laminated designed to limit the extent of debris and hazard to occupants.

The punched windows in the hardened wall facing the alley will provide a level of protection consistent with the windows on the remaining sides of the building. However, due to the short standoff distances and confinement of the blast pressures, the effectiveness of the punched window glazing at lower elevations will be limited to smaller explosive threats.

The building structure will be designed to resist the effects of a 50-pound TNT explosive satchel threat exterior to the building, within the lobby (exterior to the security screening station) and within the loading dock. However, in lieu of an alternate path design, in which the structure is capable of sustaining the loss of any single column exposed to an explosive threat, the columns within the loading dock will be designed to sustain the design level explosive threat to which it may be exposed.

The hardened walls at Floor B2 are required to isolate the critical mechanical equipment from the effects of a blast originating within sub-level 2 parking garage. The column and concrete core upgrades at this level are required to prevent the loss of a primary load-bearing element that could precipitate a progressive collapse.

The hardened walls at Floor 1 are required to protect the lobby from the effects of blast originating within Floor 1 parking garage, the retail spaces and the exterior explosive threats. The parking garage wall abutting the alley shall not be hardened construction to allow venting of gas pressures to the exterior of the building. Floor 1 floor slab hardening protects the lobby from an explosion within the below grade parking garage and loading dock. Floor 1 floor hardened slab also protects below grade mechanical spaces from an explosion within Level 1 parking garage and retail spaces. The column and concrete core upgrades at this level are required to prevent the loss of a primary load-bearing element that could precipitate a progressive collapse. The hardened floor beams protect the structural frame from an explosion originating below grade or at Floor 1. The lobby glazing shall be laminated glass to limit the debris, but will not be designed to resist an exterior explosive device.

H-1-14

The hardened walls at the Mezzanine Level are required to protect the occupied spaces (kitchen, servery, cafeteria, etc.) from an explosion in the alley, within the lobby or surrounding streets. The curtain wall façade and punched windows mitigate the hazard of airborne debris resulting from an exterior explosive device. Mezzanine Level will have hardened floor slabs to protect the occupied spaces from an explosion in Level 1 parking and retail spaces. The perimeter column and concrete core upgrades at this level are required to prevent the loss of a primary load-bearing element that could precipitate a progressive collapse. The hardened floor beams protect the structural frame from an explosion at Level 1.

The hardened walls at Floor 4 are required to protect the mechanical equipment from an explosion in the alley or surrounding streets. The curtain wall facade, punched windows and skylights mitigate the hazard of airborne debris resulting from an exterior explosive device. The bustle mechanical floor slabs will protect the occupied spaces from an explosion in the lobby and the exterior explosive device.

The hardened walls at Floors 5 through 7 are required to protect the occupied spaces from an explosion in the alley or surrounding streets. The curtain wall façade and punched windows mitigate the hazard of airborne debris resulting from an exterior explosive device.

The curtain wall façade at Floor 8 mitigates the hazard of airborne debris resulting from an exterior explosive device. The hardened roof slab protects the occupied space in Floor 7 below from an exterior explosive device.

XIII.

Exhibit D

Exhibit D to the work letter is hereby incorporated herein by reference as fully as if set forth in full herein.

H-1-15

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT H-2

OUTLINE SPECIFICATIONS

(See Attached)

71 SOUTH WACKER

EXHIBIT H-2

BASE BUILDING OUTLINE SPECIFICATIONS

71 SOUTH WACKER DRIVE

MAYER, BROWN, ROWE & MAW

EXHIBIT H-2

BASE BUILDING OUTLINE SPECIFICATIONS


1.	GENERAL / LOBBY FINISHES	1

2.	DIVISION 2 – SITE CONSTRUCTION	2

3.	DIVISION 3 – CONCRETE	3

4.	DIVISION 4 – MASONRY	4

5.	DIVISION 5 – METALS	5

6.	DIVISION 6 – WOOD	7

7.	DIVISION 7 – THERMAL AND MOISTURE PROTECTION	7

8.	DIVISION 8 – DOORS AND WINDOWS	8

9.	DIVISION 9 – FINISHES	12

10.	DIVISION 10 – SPECIALTIES	14

11.	DIVISION 11 – EQUIPMENT	15

12.	DIVISION 12 – FURNISHINGS	17

13.	DIVISION 14 – CONVEYING SYSTEMS	17

14.	SECTION 15 – MECHANICAL	27

15.	SECTION 16 – ELECTRICAL	49

16.	SECTION 17 – SPECIAL SYSTEMS	70

1.	GENERAL LOBBY FINISHES

PLAZA/LANDSCAPING:

The plaza and arcade areas are comprised of a combination of planted landscape areas, seating features and walkways. Refer to site plan for specific layout of seating, open lawn area and walkway configuration.


Finishes/Materials:

Arcade paving:		Flamed Jet Mist granite, or equal
Paving at entries within property line:		Flamed Jet Mist granite, or equal
Paving outside of property lines:		Chicago standard concrete
Planter walls and top stone:		Honed Jet Mist granite, or equal

LOBBY:

The lobby features primarily include stone floor, stone and stainless wall treatments, expansive “garden” zone adjacent to glass coupled with wood finishes on walls of the ground floor elevator lobbies.

Finishes/Materials:


Main lobby floor:		Travertine stone boarded with based Jet Mist granite or equal

Ground floor elevator lobby floors:		Jet Mist granite or equal

Main lobby wall:		Polished Stone, Jet Mist granite or equal

Ground floor elevator lobby walls:		Wood panels (species TBD). Anigre’ or equal.

Ground floor elevator lobby ceilings (excluding Goldman lobby):		Suspended stainless steel panels

Goldman-Sachs ground floor elevator lobby ceiling:		Wood panels (species TBD). Anigre’ or equal.

Main lobby ceiling:		Stainless steel panels

Entry/security vestibule walls:		Stainless steel/stone accents

Entry/security vestibule floors:		Carpet bordered with stone limestone or equal

H-2-1

DIVISION 2 — SITE CONSTRUCTION

02300 - EARTHWORK

Excavate to subgrade elevations. Excavation includes excavating pavements and obstructions visible on surface; underground structures, utilities, and other items indicated to be removed, together with soil, boulders and other materials not classified as rock or unauthorized excavation. Excavation to indicated elevations and dimensions within a tolerance of plus or minus 1 inch (25 mm).

Place backfill and fill soil materials in layers not more than 8 inches for materials compacted by heavy compaction material and not more than 4 inches in loose depth for material compacted by hand. Do not place backfill on surfaces that are muddy, frozen or contain frost.

Compact soil materials to not less than 95 percent of dry unit weight. Test for compaction at least 1 for every 2000 sq. ft.

02466 - CAISSONS

Placement of caissons shall comply with provisions in ACI 336.1 “Reference Specifications for the Construction of Drilled Piers” unless modified in the construction documents.

Comply with CRSI’s “Manual of Standard Practice” for fabricating, placing and supporting reinforcement.

Landlord will engage a qualified independent testing and inspecting agency to sample materials, perform tests, and submit reports during excavation and concrete placement for caissons. A caisson report will be prepared by the testing agency for each driller pier. Actual elevations and caisson lengths and bearing capacities will be determined by Owners testing agency. Final evaluations and approval of data will be determined by Architect.

02754 - CONCRETE PAVING

Layout and pattern of concrete paving shall conform to construction drawings.

Concrete ASTM C150, Type I, Portland cement ASTM C33, normal weight aggregates.

Construction Tolerance: ¹ / 8 ” in 10’ for grade and alignment of top of forms, ¹ / 4 ” in 10’ for vertical face on longitudinal axis.

H-2-2

02780 - UNIT PAVERS

Unit pavers to be installed over prepared setting bed in conformance to the construction documents.

Construction Tolerance: Unit-to-unit offset tolerance of ¹ / 16 inch from Flush, ¹ / 8 inch in 2 feet and ¹ / 4 inch in 10 feet from level or required slope.

02900 - PLANT MATERIAL LANDSCAPING

Provide trees and plants of quantity, size, genus, species and variety shown and scheduled on construction documents for landscape work and complying with recommendations and requirements of ANSI 266.1 “American Standard for Nursery Stock”.

Species of plants, trees and groundcovers will conform to the construction documents unless unavailability of plant material requires substitution, to be approved by Architect. Plants shall be healthy, free of pests and disease and in flourishing condition at the end of the guarantee period.

DIVISION 3 — CONCRETE

03300 - CAST-IN-PLACE CONCRETE

Structural cast-in-place concrete work shall be performed in accordance with ACI 301, and ACI 318.

Formwork: For general concrete finish, non-exposed areas; rough forms.

Reinforcement: Unless otherwise indicated, reinforcing bars shall be ASTM A 615, Grade 60, deformed. Welded wire fabric shall be ASTM A 185.

Substructure: Caissons, footings, grade beams, foundation walls and all slabs on grade shall be constructed of cast-in-place concrete reinforced as required and as specified above.

Below framed concrete slabs on grade shall be an under-slab drainage course consisting of 6 inches of clean, crushed, non-porous rock or gravel conforming to ASTM C33 and one layer of vapor retarder .

Admixtures, all without chloride ions, shall meet ASTM C260 and ASTM C494.

Concrete for reinforced foundation walls, slabs and grade beams shall have a minimum compressive strength of 4,000 psi. Concrete for metal deck floor fill toppings and metal pan stair fill shall have a minimum compressive strength of 3,000 psi, other concrete strengths as noted on drawings. the construction documents.

All mechanical/electrical equipment housekeeping pads are concrete, unless noted otherwise on the documents.

H-2-3

For concrete slabs indicated to receive a hardener apply Euclid Chemical Company’s “Surfhard” hardener or acceptable equivalent in a 3-coat application, diluted with water in accordance with manufacturer’s directions.

Testing and inspection of concrete: Compressive strength tests shall conform to ASTM C39; air content for air entrained concrete ASTM C-173 or ASTM C-231; slump tests ASTM C-143; compressive strength tests ACI 214 “Recommended Practice for Evaluation of Compressive Test Results of Field Concrete”; ready mixed concrete ASTM C-94.

Lightweight concrete slabs on metal deck floors to have 5 % to 7 % air entrainment.

Grout shall be non-metallic, non-shrink type .

DIVISION 4 — MASONRY

04200 - MASONRY

Concrete masonry units (CMU) shall be nominal 6” and 8” wide x 16” long x 8” high conforming to C-90, Grade N-1, hollow of lightweight or medium aggregate. Units machine made and cured in a moisture-controlled atmosphere.

Mortar shall meet ASTM C-270,

Continuous horizontal reinforcing for concrete block walls with one side exposed to the exterior shall be galvanized after fabrication; inside partitions, mill galvanized and spaced 16” vertically. Reinforcing shall have ³ / 16 ” side rods and 9-gauge perpendicular cross rods. Vertical reinforcing will be provided where required and noted on construction documents.

Accessories: Individual wire ties; anchoring devices shall include straps, bars, bolts, rods, veneer anchors, concrete inserts, dovetail anchors; expansion provisions shall be metal expansion joint strips and premolded rubber control joint strips.

Weeps shall be provided where required on the construction documents.

Walls to be laid in regular running bond, in straight uniform courses. Joints nominal ³ / 8 ” concave tooled where exposed, struck flush where covered by another material other than paint and where concealed.

04400 - STONEWORK

Stonework fabricator/installer shall be a firm with a minimum of five (5) years successful experience in the fabrication and/or erection of granite and/or marble units of similar sizes, shapes and finishes as those required for this project. Products shall be selected by the Architect.

Granite shall comply with ASTM C-615 Architectural Grade; finishes shall be as indicated on the construction documents.

H-2-4

•

Interior stone pavers shall be 3 cm thick, honed finish. Set pavers in reinforced latex mortar bed and grout joints with colored grout. Granite steps shall be of a thickness equal to the riser height.

•

Exterior stone pavers shall be granite, 2” thick, flamed finish. Include granite curbs also. Set pavers in a 3 “ thick reinforced latex modified mortar setting bed with latex modified grout filled joints for areas without occupied spaces beneath them and on pedestals over plaza type insulation and liquid rubberized asphalt waterproofing for areas over occupied spaces.

All anchors shall be Type 304 stainless steel.

DIVISION 5 — METALS

05120 - STRUCTURAL STEEL

Steel fabrication and erection shall comply with the following guidelines:

•

AISC’s Code of Standard Practice for Steel Buildings and Bridges

•

AISC’s Load and Resistance Factor Design Specification for Structural Steel Buildings

•

AISC’s Specification for the Design of Steel Hollow Structural Sections

•

AISC’s Specification for Load and Resistance Factor Design of Single-Angle Members

•

RCSC’s Specification for Structural Joints Using ASTM A325 or A490 Bolts

Camber structural-steel members where indicated on construction documents.

Identify high-strength structural steel according to ASTM A/6 A6M and maintain markings until structural steel has been erected.

Mark and match-mark materials for field assembly.

Complete structural-steel assemblies, including welding before starting shop-priming.

Clean and prepare steel surfaces that are to remain unpainted according to SSPC-SP 1 “Solvent Cleaning”.

Landlord will engage or cause contractor to engage independent agency to perform shop inspections and prepare test reports. The agency will also inspect field welds and high-strength bolted connections and issue reports of results.

Refer to Exhibit H-1 Project Description Section VIII. Structural Systems, D. Slab Design Load Criteria.

05310 - STEEL DECK

Composite floor deck shall be of type, material and dimension as indicated on the construction documents. Deck manufacturer shall certify that products furnished comply with requirements.

H-2-5

Steel deck shall be installed by an experienced installer who has completed steel deck installations similar in material, design and to the extent indicated for this project.

Fabricate panels to comply with “SDI Specifications and Commentary for Composite Steel Floor Deck”.

Deck panels and accessories will be installed accordingly to applicable specifications and commentary in SDI Publication No. 29, manufacturers written instructions and other requirements of construction documents.

Landlord will engage a qualified independent testing agency to perform field quality-control testing.

05500 - METAL FABRICATIONS

Miscellaneous metal shapes shall be fabricated of ASTM A572, grade 59 or ASTM A-36 steel.

Comply with requirements of AISC “Specifications for the Design, Fabrication and Erection of Structural Steel for Buildings” and AISC “Specifications for the Design of Cold Formed Steel Structural Members.”

External gratings over areaways shall be hot dipped galvanized after fabrication. Main and cross bars shall be rectangular, fully welded with plain traffic surface. Gratings over areaways adjacent to drives shall be designed for vehicular loading.

All exterior ferrous metal shall be galvanized or as otherwise specified.

Miscellaneous metal items to be provided include: Rough hardware, ladders, loose bearing and leveling plates, loose steel lintels, miscellaneous steel trim, supports for ceiling-hung toilet partitions, shelf angles and pipe bollards.

05521 - METAL EXIT STAIRS AND RAILINGS

Exit stairs shall be prefabricated metal pan type, constructed of steel plates, angles and channels filled with concrete.

Railings for exit stairs within building cores shall be pipe railings made with all necessary flush and welded fittings and angle fittings. Steel railings in parking areas and Truck Dock shall be galvanized steel pipe. Railings shall be smooth, flush with all projections and corners ground smooth.

Members shall be neatly coped and continuously welded or mechanically expanded at all junctions. Top rails shall run continuously over posts.

H-2-6

05700 - ORNAMENTAL METALS

Ornamental handrails and railings shall be painted or galvanized or stainless steel pipe ANSI Type 304. All welded joints shall be beveled, filled and ground smooth and satin finished.

DIVISION 6 — WOOD

06106 - ROUGH CARPENTRY

Wood for nailers, blocking, furring and sleepers shall be Construction Grade, finished 4 sides, 15 % maximum moisture content.

All blocking, nailers and cants required in connection with roofing, waterproofing and sheet metal shall be moisture proof preservative treated in accordance with AWPA AP-2 .

Fire retardant treated lumber and plywood shall receive a dip, spray or pressure fire retardant treatment, ASTM E 84, Class A, in accordance with local code.

06400 - ARCHITECTURAL WOODWORK

Quality standard for fabrication shall be Architectural Woodwork Institute (AWI) Quality standard - Premium Grade.

Veneer matching shall be sequential book match, balanced, including doors.

Finish shall be transparent catalyzed lacquer AWI Finish System, Premium Grade.

Plastic laminate casework as required in back-of-house areas shall be NEMA LD-3, 0.050” thick horizontal grade; Custom Grade.

DIVISION 7 — THERMAL AND MOISTURE PROTECTION

07210 - BUILDING INSULATION

Vapor retards will be installed over the area of inside face of solid (non-glazed) exterior walls as indicated on the construction drawings. All seams and penetrations to be sealed with duct tape to form a continuous vapor retarder.

07560 - ROOFING

Roofing material/system at green roof areas and terraces to be fluid-applied membrane roofing system by Tremco, Carlisle, American Hydrotech or equal. Material to be single-component reinforced rubberized-asphalt membrane waterproofing; with compatible flashings, sheet metal and accessories for planting system.

H-2-7

07810 - SPRAYED-ON FIREPROOFING

Provide sprayed-on fireproofing on structural steel to meet required fire ratings. Fireproofing exposed to the exterior shall be cementitious. Refer to construction documents for specific fire ratings.

DIVISION 8 DOORS AND WINDOWS

08110 - STEEL DOORS AND FRAMES

Frames shall be steel fully welded type, 1- ¹ / 2 ” width with mitered corners. Doors shall be full flush 1- ³ / 4 ” thick steel with steel internal reinforcing and with welded seams ground smooth. Doors and frames shall be reinforced for hardware. Exterior doors and frames shall be galvanized. Fire doors shall have U.L. labels.

Supports and Anchors: Fabricated of not less than 18 gauge galvanized sheet steel.

Inserts, Bolts and Fasteners: Manufacturer’s standard units, except hot-dip galvanized where built into exterior walls.

Steel type access doors and frames shall be provided in CMU, gypsum drywall, and veneer plaster partitions and ceilings for access to mechanical and electrical valves or controls.

Flush panel doors shall be provided in non public areas except toilet rooms. Access doors in toilet rooms shall be the recessed type which will allow wall tile to be adhered to or set into the frames, so that only a “slim trim” line appears at the perimeter of the door and the frame opening. Access doors in drywall and veneer plaster in public areas other than toilet rooms, shall also be of the recessed door type with “slim trim” frames.

Doors shall be constructed of steel with concealed continuous piano hinge. Access doors in rated partitions shall also be fire rated.

08210 - WOOD DOORS

Wood doors shall be 5-ply, solid, flush particleboard core AWI Premium Grade. Veneer shall match adjacent paneling; blueprint matched to adjacent paneling, transparent finished. Doors shall have extra blocking for applying hardware. Doors shall be prefit, premachined, and prefinished at the factory. Doors shall carry a lifetime warranty.

H-2-8

Wood anegre’ doors intended for doors within the core of MBR&M floors can be changed to MBR&M job standard door through a Tenant Change Request on/or before November 1, 2002.

08333 - OVERHEAD COILING DOORS

Provide overhead coiling doors at Truck Docks and parking entrances. Provide counterbalanced units for electrical operation with weather seals, wind locks and end locks to suit use and wind loading.

Controls for doors shall be remote at the Security Command Post.

Steel curtain with insulated flat-face slats. Galvanized G90 steel sheet, ANSFASTM A 446, Grade A, with 24 gauge steel hood; factory primed.

Design for a 30 psf wind load.

08470 - REVOLVING AND SWINGING ENTRANCE DOORS

Exterior entrance doors and sidelights shall be stainless steel. Finish shall be (Mirror Polish). Doors shall include all operating hardware with custom designed push/pull units.

Hardware: Manufacturer’s standard including offset pivots, surface mounted closers, stops electric locks tied into the security system, exit devices (where applicable), and standard push/pull units.

Revolving doors, as manufactured by Crane Fulview Co, 3000 Custom Series or equal shall be stainless steel with (Mirror Polish ) finish. Fabrication shall be Class I, welded, polished and ground corners and welded reinforcing. Stainless steel shall be 18-8 Type 304 16 gauge minimum. Units shall be complete with clear, bent laminated glass enclosures, tempered glass wings, laminated float glass ceiling, custom designed hardware, weatherstripping, speed control and collapsing mechanism. Enclosure shall be recessed into stone floor.

08710 - FINISH HARDWARE

Provide finish hardware for all hollow metal, stainless and wood doors. All functions shall be based on Sargent but other manufacturers will be considered.

Unless otherwise specified individual component requirements are listed as a guideline, equivalent products may be selected by Owner.


• Hinges, butts and pivots:		Full-mortise, 5 knuckle ball-bearing type; Lawrence or equal manufacturer.

• Locksets and latchsets:		Heavy duty mortise type (commercial): Sargent 8200 Line Series or equal manufacturer. All with lever type knobs.

H-2-9



• Lock cylinders and keying:		Interchangeable-core pin tumbler lock cylinders and nickel silver keys. Keying schedule shall be determined by the Owner.

• Bolts and coordinators:		Ives; Best or equal manufacturer.

• Exit devices:		Von Duprin or equal manufacturer.

• Closers:		For low frequency doors: LCN 4030/4130 series; and for high frequency doors (fire labeled doors, toilet room doors, stair doors): LCN 4010/4110 series. All closers shall be concealed except in back of house areas where they shall be exposed.

• Floor closers:		Rixson or equal manufacturer.

• Overhead door holders:		Glynn-Johnson or equal manufacturer.

• Electromagnetic hold-open devices:		Sargent 1500 series or equal manufacturer.

• Door trim; kickplates; armor plate:		Brookline or equal manufacturer.

• Stops:		Ives or equal manufacturer.

• Thresholds:		Reese or equal manufacturer.

• Finish:		Mirror Stainless Steel

• Higgins to indicate building standard lever set selection for MBR&M review.

08920 - BUILDING ENCLOSURE SYSTEM (CURTAINWALL)

The system and its related component coordination is to be engineered and fabricated to meet the design and profiles shown on the Drawings and comply with the performance criteria specified.

Performance Criteria:

•

Thermal Movement

Expansion and contraction relative to plus 70 degrees F. resulting from exterior surface range of minus 10 to plus 150 degrees F. and a building interior temperature range of plus 50 to 100 degrees F.

H-2-10

•

Air Infiltration

Infiltration averaged over frontal area of the work shall not exceed 0.06 cfm/sf when the work is subject to 6.25 psf positive pressure and tested in accordance with ASTM E283.

•

Water Penetration

Water penetration is defined as any water exclusive of condensation that appears on the interior side of the Work.

Any water that enters the Curtain Wall shall be controlled within the Curtain Wall and drained through its exterior surface.

Penetration shall not occur when the completed Curtain Wall is subjected to the following inward pressures acting normal to any surface when exposed to a water discharge rate of five gallons of water per hour per square foot of frontal area and tested in accordance with the appropriate referenced specification.

25 psf static pressure for 15 minutes: ASTM E331

25 psf dynamic pressure for 15 minutes: AAMA 501.1

•

Load Requirements:


• Dead loads shall be accounted for.

• Wind Loads:		In accordance with the requirements of the Chicago Building Code Wind tunnel results will dictate final wind requirements and will govern if higher than the minimum code standards.

Design verification testing of a suitably sized mock-up in a nationally recognized testing laboratory, for compliance with air, water, thermal and structural performance.

Field water test by an independent testing laboratory; AAMA 501.2.

H-2-11

DIVISION 9 — FINISHES

09260 - GYPSUM DRYWALL ASSEMBLIES

Gypsum board systems shall be provided for the following areas:

•

Partitions for walls in core areas.

•

Suspended for Toilet Room ceilings/soffits

•

Furring at concrete block partitions.

Gypsum board shall comply with the Gypsum Association GA-216 standard. Metal supports shall conform to ASTM C-754. Ceiling support components for suspended drywall ceilings shall conform to ASTM C-754.

Typical framing members shall be 25 gauge, 3- ⁵ / 8 ” electro-galvanized steel metal studs installed at 16 inches o.c. Typical demising wall framing shall consist of 20 gauge, 3- ⁵ / 8 ” electrogalvanized steel metal studs installed at 16 inches o.c. Deflection criteria shall be based on L/240 for partitions, L/360 for ceilings and soffits. Furring members shall be 25 gauge electro-galvanized steel.

Gypsum board shall be ⁵ / 8 ” thick throughout and shall be USG Sheetrock types. Gypsum board in Toilet Rooms penetrated by plumbing pipes shall be USG W/R Board. Fire rated board shall be USG Fire code “C”. Long edges shall be tapered and beveled. Maximum size sheets shall be used.

Trim shall be metal, knurled, perforated and beaded for concealment. Joint treatment materials shall conform to ASTM C-475 and shall consist of perforated joint tapes and two (2) types of joint compound, one for bedding tapes and one for taping and sanding.

Sound rated partitions shall be provided with blanket insulation. All corridor walls at toilets shall be sound rated.

Systems and accessories shall be as manufactured by United States Gypsum Company or equal.

09263 - DRYWALL SHAFTWALL ASSEMBLIES

Drywall shaft system shall be provided around elevator shafts and mechanical equipment shafts. Shaft system shall include 1” thick gypsum coreboard inserted between C-H shape, galvanized steel studs, with room side finish of two layers of ⁵ / 8 ” gypsum board, taped and finished for painting. Shaft system shall have the required fire resistance rating as tested and listed by U.L.

System and components shall be as manufactured by United States Gypsum Company or equal manufacturer.

H-2-12

09300 - TILE

Toilet Room floors and walls shall be surfaced with ceramic tile. Tile on toilet room walls shall be door height.

Ceramic tile materials shall conform to ANSI Standard A108.1. Installation methods shall conform to the Tile Council of America, Inc. standards.

Toilet room design concept review. Refer to MBR&M toilet room scheme as prepared by Powell Kleinshmidt dated 9/12/02 and GS toilet room scheme dated 9/13/02

09500 - RESILIENT FLOORING AND BASES

Resilient flooring in “back of house” areas and Service Elevator cabs shall be vinyl composition tile (VCT), 12” x 12” x ¹ / 8 ” thick, conforming to ASTM F1066, Class 2.

Vinyl reducing strips shall be provided at resilient flooring terminations onto concrete floors and metal edging where tile abuts other flooring materials.

Vinyl base shall be ¹ / 8 ” gauge 2- ¹ / 2 ” high cove. Provide bullnose type in resilient flooring areas and straight in carpeted areas. Base shall have matching stops and pre-formed corners.

09910 - PAINTING

Provide painting and surface preparation for interior and exterior wall surfaces. Unless otherwise specified all surfaces shall receive three coats of paint.

Exterior paint systems as follows or equals by other manufacturers:

•

Concrete and Portland Cement Plaster: Acrylic latex, 2 coats. Moore: Moore’s Flat Exterior Latex Masonry & House Paint #105

•

Concrete Masonry Units: Block filler and acrylic latex, 2 coats. Moore: Moorcraft Block Filler #145 and P & L: Vapex Latex Flat House Paint

•

Ferrous Metal; Regular Finish: Primer and Lusterless Alkyd Enamel, 2 coats: Moore: Ironclad Retardo Rust-Inhibitive Paint #163 and Moore’s PentaFlex Flat House Paint #114

•

Galvanized Metal; Regular Finish: Alkyd Primer and alkyd finish, 2 coats: Moore: Ironclad Galvanized Metal Latex Primer #155 and Moore: Impervo High Gloss Enamel #133

•

Ferrous and Galvanized Metal; Urethane Finish: Epoxy Primer and Urethane Finish, 2 coats: Tnemec: 66 Color Hi-Build Epoxoline Primer and 73 Color Endura-Shield finish

H-2-13

Interior paint systems as follows or equals by other manufacturers:

•

Regular Concrete: Latex Primer; Semi-gloss alkyd enamel, 2 coats. Moore: Regal Wall Satin #215

•

Regular Concrete Masonry Units: Filler, Undercoat and semi-gloss alkyd, 2 coats. Moore: Moorecraft Block Filler #145, Moore’s Alkyd Enamel Underbody #217 and Moore: Moore’s Satin Impervo Enamel #235

•

Epoxy Coated Concrete Masonry Units: Filler; epoxy, 2 coats. Moore: Moorecraft Block Filler and Iron-Clad Tile Like Enamel

•

Drywall: Latex primer; Eggshell finish, 2 coats. Moore: 252 Moorcraft Vinyl Latex Primer Sealer and 242 Moorcraft Alkyd Eggshell

•

Ferrous Metal: Alkyd metal primer; alkyd enamel (semi-gloss), 2 coats. Moore: Ironclad Retardo Rust-Inhibitive Paint #163, Moore’s Alkyd Enamel Underbody #217 and Moore’s Satin Impervo Enamel #235

•

Galvanized Metal: Zinc chromate primer; alkyd enamel (semi-gloss), 2 coats. Moore: Ironclad Galvanized Metal Latex Primer #155, Moore’s Alkyd Enamel Underbody #217 and Moore’s Satin Impervo Enamel #235

DIVISION 10 — SPECIALTIES

10150 - CUBICLES & COMPARTMENTS

Baked enamel finished metal ceiling hung type toilet partitions shall be provided. Urinal screens shall be wall mounted. Hardware shall be chrome plated brass. Steel for baked enamel finish shall be ASTM A591, Class C, galvanized and bonderized.

Custom colors shall be selected by the Architect.

Partitions shall be manufactured by Accurate Partitions, Sanymetal Products, or Global Steel Products Corp.

10210 - WALL LOUVERS

Extruded Aluminum Type: For mechanical fan rooms, exterior wall louvers shall be extruded aluminum, minimum 0.081 “ thick, with 3-coat “Kynar 500” fluorocarbon paint “PPG Duranar” finish custom color as selected by the Architect. Louvers shall be horizontal, drainable blade type designed to collect and drain water to exterior at sill and shall be continuous with concealed support behind louver blades. Louvers shall be complete with aluminum mesh bird screens.

H-2-14

Galvanized Steel Type: Wall louvers at below grade applications shall be 16 gauge galvanized steel with bird screens. Finish shall be manufacturer’s standard baked enamel.

Inactive portions of louvers shall be provided with metal-faced insulated blank-off panels.

Louvers shall be manufactured by Construction Specialties or Airolite Co. or equal by other manufacturer.

10400 - DIRECTORIES

Provide custom designed electronic directory for Lobby.

10523 - FIRE EXTINGUISHER & CABINETS

Fire extinguisher and hose cabinets as required by local fire department regulations.

For “back of house” areas, provide fire extinguisher and hose cabinets with recessed mounting and reveal trim. Provide painted steel trim with glass doors. For Lobby, and Public Assembly Areas, provide recessed types with full glass doors. For Parking Areas provide surface mounted boxes with partial glass doors.

10810 - TOILET ACCESSORIES

Toilet accessories shall be ANSI 304 stainless steel with brushed #4 finish, 22 gauge minimum. Fully recessed, frameless accessories shall include paper towel dispensers, waste receptacles, sanitary napkin dispensers, sanitary napkin disposal units. Exposed units shall include double roll toilet tissue dispensers, grab bars, deck-mounted soap dispensers.

Mirrors in Toilet Rooms shall be frameless ¹ / 4 ” thick, Type 1, Class 1, Quality q2 conforming to ASTM C-1036.

Mirrors above lavatories shall be full-length units without joints.

DIVISION 11 — EQUIPMENT

11690 - PARKING CONTROL DEVICES

Parking control equipment shall include vehicular control gates, vehicle detectors, security gate operator, card control units and vehicle barrier device. The project shall engage an experienced installer who is an authorized representative of the parking control equipment manufacturer for both installation and maintenance of the type of units required for this project. The system shall utilize a self-contained gate operator and secondary crash barrier at the vehicle entrances. All vehicle entrances to have secured overhead perimeter doors. Vehicle detection loops shall be used to activate certain functions and provide safety detection for the vehicle barriers.

H-2-15

Manufacturer: Automatic Parking Devices, Inc. or equal manufacturer.

11710 - LOADING DOCK EQUIPMENT

Dock levelers shall be standard type with recessed hinged lip, which compensates for differences in height between truck bed and loading platform, with a mechanical system of spring-operated raising and walk-down lowering of unloaded ramp. Levelers shall have a rated capacity of 25,000 lbs., with a 80” x 63” platform and manufacturer’s standard safety devices consisting of toe guards, cross traffic support, free-fall protection, maintenance strut and truck restraining device.

The dock levelor shall comply with the current ANSI MH14.1 standards for dock equipment. The levelor shall compensate for the differences in height between varying truck bed and the loading platform. The levelor shall be constructed with a steel frame and have a baked enamel finish. All toe guards shall be yellow to comply with ANSI Z53.1

Laminated Tread Bumpers: Fabricated of multiple plies cut from fabric-reinforced rubber truck tires, ³ / 4 inch diameter steel support rods, ¹ / 4 inch thick steel closures, thickness of tread plies, 6 inches.

Anchorage Devices: The following are galvanized or cadmium-plated: anchor bolts, nuts, washers, sleeves, cast-in-place and other anchorage devices required for a complete installation.

Manufacturer: Kelley Company, Inc. or Rite-Hite or equal manufacturer.

11720 - WASTE HANDLING EQUIPMENT

One (1) dry refuse compactor and one (1) “wet” refuse compactor will be provided.

Packaged waste compactor unit complying with applicable standards: ANSI Z245.1. Safety Requirements for Refuse Collection and Compaction Equipment and ANSI Z245.3. Safety Requirements for the Stability of Refuse Bins; Compackager, Inc.

The stationary horizontal dry refuse unit will be a minimum of 2.5 cu.yd. capacity; 10 hp, 52 second cycle unit capable of processing up to 125 cu. yd. per hour capacity. A remote key lock start and access door interlock will be provided.

The dedicated kitchen ‘wet’ compactor will be coordinated with the food services and installed in the dedicated birth within the loading area operator.

Manufacturer: McClain Industries or Marathon Equipment or equal manufacturer.

H-2-16

11800 - SPECIALTY EQUIPMENT WINDOW CLEANING SYSTEM

Removable davit arms will be utilized at the bustle roof with mobile hinge type sockets. Anchor bolt and base plates will be cast into the roof structures. Steel safety tie-backs shall be provided. The track assembly shall be a galvanized steel roof mounted system.

Manufacturers: Spider Staging Corporation or Swing Stage, Inc. or equal manufacturer.

DIVISION 12 — FURNISHINGS

12490 - WINDOW TREATMENTS

Will be specified by Landlord but purchased and installed as part of the Tenant Improvements.

Blinds will be brushed aluminum, 1” slat with tilting and lifting mechanism. Manufactured by Levelor, Hunter Douglas, Kirsch, Louver Drape or equal.

Fully raised blinds to be completely recessed above ceiling plane in curtain wall blind pocket.

DIVISION 14 — CONVEYING SYSTEMS

The building will be served by a total of twenty-eight (28) passenger cars configured in four groups as follows:


1) Low-Rise Group		5 cabs
2) Low-Mid Rise Group		7 cabs
3) High-Mid Rise Group		7 cabs
4) High-Rise Group		9 cabs

Additionally, two (2) service/freight elevators will serve all levels of the project, one (1) service elevator will be included with stops at loading dock and level 2 only, two (2) shuttle elevators with stops only at the two (2) lower level parking levels and the parking vestibule at the lobby level, and one (1) shuttle elevator which stops at lobby and levels 2 and 3 only will also be included.

CAPACITIES AND SPEEDS OF ELEVATORS SERVING GOLDMAN-SACHS PREMISES ARE AS FOLLOWS:

LOW-RISE PASSENGER ELEVATORS

Elevator

Nos.

Capacity
(Lbs.)

Speed
(FPM)

Stops

Openings

Floors Served

Travel
(App’x.)

1-5

4000

500

8 In-Line

1, 4-10

140’

H-2-17


SUPERVISORY CONTROL:		FUZZY LOGIC

		ARTIFICIAL INTELLIGENCE

OPERATIONAL CONTROL:		MICROPROCESSOR BASED SELECTIVE COLLECTIVE

MOTOR CONTROL:		DIGITALLY CONTROLLED AC VARIABLE FREQUENCY WITH DIGITAL CLOSED LOOP FEEDBACK

POWER CHARACTERISTICS:		480 VOLTS, 3 PHASE, 60 HZ

PLATFORM SIZE:		4000 LB. @ 8’-0” WIDE X 6’-2” DEEP

MINIMUM INSIDE SHELL SIZE:		4000 LB. @ @7’-10” WIDE X 5’-4” DEEP

ENTRANCE SIZE:		4000 LB. @ 4’-0” WIDE X 8’-0” HIGH

ENTRANCE TYPE:		SINGLE SPEED, CENTER OPENING

DOOR OPERATION:		HIGH-SPEED, HEAVY DUTY (MINIMUM OPENING SPEED 2- ¹ / 2 F.P.S.) WITH DIGITAL CLOSED LOOP CONTROL, DIFFERENTIAL DOOR TIMING, REDUCED SPEED NUDGING AND HEAVY DOOR FEATURE

DOOR PROTECTION:		INFRARED SCREEN DEVICE

MACHINE:		GEARLESS OVERHEAD

H-2-18


SAFETY:		TYPE B FLEXIBLE GUIDE CLAMP

GUIDE RAILS:		PLANED STEEL TEES

BUFFERS:		REDUCED-STROKE, WITH SHUTDOWN SWITCH

COMPENSATION:		WHISPERFLEX WITH PIT GUIDE

CAR ENCLOSURE:		CAR CANOPY HEIGHT 10’-0” STEEL SHELL WITH CUSTOM SWING FRONT RETURNS

FIXTURES:		MANUFACTURER’S STANDARD WITH LED ILLUMINATION DUAL HALL PUSHBUTTTON RISERS DUAL CAR OPERATING PANELS

POSITION INDICATOR:		SEGMENTED VACUUM FLUORESCENT OR LED WITH DIRECTION ARROWS LOBBY CONTROL PANEL FIREFIGHTERS’ CONTROL PANEL

HALL LANTERNS:		PREDICTIVE AT ALL FLOORS WITH ADJUSTABLE ELECTRONIC TONE

COMMUNICATION SYSTEM:		INTERCOM WITH ADA COMPLIANT OPERATION

H-2-19


OTHER REQUIREMENTS:		6” CAR AND 3” COUNTERWEIGHT ROLLER GUIDES

		STANDBY POWER OPERATION

		SWING FRONT RETURN PANELS

		TOP HOISTWAY ACCESS SWITCHES

		DOOR UNLOCKING DEVICE AT ALL FLOORS

		INDEPENDENT SERVICE OPERATION

		PLATFORM ISOLATION LOAD-WEIGHING DEVICE LOBBY CRT AND WIRING

		FIREFIGHTERS’ CONTROL PANEL AND WIRING

		CONCEALED FASTENERS FOR SIGNAL FIXTURE FACEPLATES

		ONE YEAR WARRANTY AND FULL MAINTENANCE WITH 24 HOUR CALLBACK SERVICE

		FIREFIGHTERS’ TELEPHONE JACK

		EMERGENCY PAGING SPEAKER INSTALLATION

H-2-20


		MACHINE, POWER CONVERSION UNIT, AND CONTROLLER SOUND ISOLATION

		REMOTE MONITORING SYSTEM

		INTERACTIVE MANAGEMENT SYSTEM

		CARD READER INTERFACE PROVISIONS

		BATTERY BACKED EMERGENCY CAR LIGHTING WITH ACTIVATION BUTTON IN CAR SERVICE CABINET

		ALL SIGNAGE ENGRAVED WITH BLACK ENAMEL FILL

		NO VISIBLE COMPANY NAME OR LOGO

		AS-BUILT DRAWINGS, WIRING DIAGRAMS, OPERATING INSTRUCTIONS, AND PARTS ORDERING INFORMATION

B. SERVICE ELEVATORS

NUMBER:		ELEVATORS NOS. 29, 30

CAPACITY:		NO. 29: 6,500 LBS. NO. 30: 4,500 LBS. CLASS C-1 LOADING

SPEED:		1000 F.P.M.

ROPING:		1:1

H-2-21


SUPERVISORY CONTROL:		TWO-CAR GROUP AUTOMATIC SYSTEM WITH ETA-BASED ALGORITHMIC DISPATCHING AND ATTENDANT FEATURE

OPERATIONAL CONTROL:		MICROPROCESSOR BASED SELECTIVE COLLECTIVE

MOTOR CONTROL:		DIGITALLY CONTROLLED AC VARIABLE FREQUENCY WITH DIGITAL CLOSED LOOP FEEDBACK

POWER CHARACTERISTICS:		480 VOLTS, 3 PHASE, 60 HZ

STOPS:		NO. 29: 50

		NO. 30: 48

OPENINGS:		NO. 29: 50 IN-LINE
		NO. 30:48 IN-LINE

FLOORS SERVED:		NO. 29: 2B, 1B, 1-48
		NO. 30: B, 1-47

TRAVEL:		NO. 29:715’ +/
		NO. 30: 687’ +/

PLATFORM SIZE:		NO. 29:6’-2” WIDE X 10’ 8” DEEP

		NO. 30: 6’-2” WIDE X 8’-8” DEEP

MINIMUM INSIDE:		NO. 29: 6’-0” WIDE X 10’ 0” DEEP

SHELL SIZE:		NO. 30: 6’-0” WIDE X 8’ 0” DEEP

ENTRANCE SIZE:		NO. 29: 4’-6” WIDE X 8’-0” HIGH

H-2-22


		NO. 30:4’-0” WIDE X 8’-0” HIGH

ENTRANCE TYPE:		TWO SPEED, SIDE OPENING

DOOR OPERATION:		HIGH-SPEED, HEAVY DUTY (MINIMUM OPENING SPEED 2- ¹ / 2 F.P.S.) WITH DIGITAL CLOSED LOOP CONTROL, DIFFERENTIAL DOOR TIMING AND REDUCED SPEED NUDGING

DOOR PROTECTION:		INFRARED SCREEN DEVICE

MACHINE:		NO. 29: GEARLESS ADJACENT @ 48 NO. 30: GEARLESS OVERHEAD

SAFETY:		TYPE B FLEXIBLE GUIDE CLAMP

GUIDE RAILS:		PLANED STEEL TEES

BUFFERS:		REDUCED-STROKE, WITH SHUTDOWN SWITCH

COMPENSATION:		WIRE ROPE

CAR ENCLOSURE:		CAR CANOPY HEIGHT 10’-0” RIDGIDIZED STEEL SHELL

FIXTURES:		VANDAL RESISTANT WITH LED ILLUMINATION SINGLE HALL PUSHBUTTTON RISER SINGLE CAR OPERATING PANEL

H-2-23


POSITION INDICATOR:		VANDAL RESISTANT LED WITH DIRECTION ARROWS IN CAR

		LOBBY CONTROL PANEL

		FIREFIGHTERS’ CONTROL PANEL

CAR LANTERNS:		IN BOTH DOOR JAMBS WITH ADJUSTABLE ELECTRONIC TONE

ANNUNCIATOR PANEL:		FOR ATTENDANT OPERATION

COMMUNICATION SYSTEM:		INTERCOM WITH ADA COMPLIANT OPERATION

OTHER REQUIREMENTS:		CAR AND COUNTERWEIGHT ROLLER GUIDES

		STANDBY POWER OPERATION

		TOP AND BOTTOM HOISTWAY ACCESS SWITCH (NO. 30 ONLY)

		DOOR UNLOCKING DEVICE AT ALL FLOORS

		INDEPENDENT SERVICE OPERATION

		ATTENDANT OPERATION

		LOBBY CRT AND WIRING

H-2-24


		FIREFIGHTERS’ CONTROL PANEL AND WIRING

		TAMPER PROOF FASTENERS FOR SIGNAL FIXTURE FACEPLATES

		ONE YEAR WARRANTY AND FULL MAINTENANCE WITH 24 HOUR CALLBACK SERVICE

		FIREFIGHTERS’ TELEPHONE JACK

		EMERGENCY PAGING SPEAKER INSTALLATION

		MACHINE, POWER CONVERSION UNIT, AND CONTROLLER SOUND ISOLATION

		REMOTE MONITORING SYSTEM

		INTERACTIVE MANAGEMENT SYSTEM

		CARD READER INTERFACE PROVISIONS

		BATTERY BACKED EMERGENCY CAR LIGHTING WITH ACTIVATION BUTTON IN CAR SERVICE CABINET

		ALL SIGNAGE ENGRAVED WITH BLACK ENAMEL FILL

		NO VISIBLE COMPANY NAME OR LOGO

H-2-25

AS-BUILT DRAWINGS,

WIRING DIAGRAMS,

OPERATING

INSTRUCTIONS, AND

PARTS ORDERING

INFORMATION

PERFORMANCE:

Based upon equipment configuration and anticipated population, elevator performance rating will be excellent with average interval of 28 seconds and a handling capacity of 14% of the anticipated population.

Vertical and Horizontal Movement of the passenger elevators should not exceed a value of 12 milli(g)s peak to peak.

PASSENGER CAB FINISHES:


Cab Walls:	Back-painted glass

Floors:	Stone/Ceiling:	Wood panels

Concept to be presented for MBR&M review.

ADDITIONAL FEATURES:

Controls will accommodate security devices such as card readers and cameras. Cameras, etc. are not included in base building scope.

H-2-26

SECTION 15 - MECHANICAL

PART 1- HVAC

1.1

CODES AND STANDARDS

As a minimum, the design of the HVAC System should meet applicable sections of the following codes and standards; based upon the current published versions, and based upon usable square footage calculation, unless noted otherwise.

Chicago Building Code.

Latest issue of American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE) Handbooks on “Fundamentals” and “Systems”.

ASHRAE Energy Standard 90-80.

National Fire Protection Association (NFPA).

Underwriters Laboratories (UL).

Sheet Metal and Air Conditioning Contractors National Association (SMACNA).

National Electrical Manufacturer’s Association (NEMA).

American Society for Testing and Materials (ASTM).

1.2

DESIGN CRITERIA

Outdoor Conditions:

Winter: [99% ASHRAE Design] -10ºF.

Summer: [1% ASHRAE Design] 95ºF. DB 76ºF. WB

Note: Cooling tower selections shall be based on [1% ASHRAE Design] 78ºF. WB.

Indoor Conditions:


	Temperature		Humidity
Room/Area	Summer	Winter	Summer		Winter
Occupied Areas	74ºF.	72ºF.	50	%	—
Trading Floors	72º	72º
Lobby	76ºF	70ºF.	50	%	—
Elevator Equipment	80ºF.	65ºF.	—		—
Rooms
Telephone Equipment	80ºF.	65ºF.	—		—
Rooms
Parking	Vent’1.	Per Code	—		—
Mechanical Room	Vent’1.	65ºF.

H-2-27

Note: The base building mechanical cooling provisions for the Goldman Sachs area mezzanine thru 9 ^th floor have been based upon the JBB HVAC design guideline and supplemental cooling load documents dated July 16, 2002. The base building basis of design for the trading floor 5, 6, and 7 is described in an attachment to this document.

Ventilation: The outdoor air supply will exceed , by approximately 10%, the exhaust air requirements from the conditioned areas. This will include toilet exhaust, local transformer room exhaust and kitchen exhaust air. In occupied areas, the greater of 0.20 CFM/sq. ft. or 20 CFM/person of outdoor air will be supplied as long as occupancy does not exceed 1 person per 100 sq. ft. of useable area. Outside air intakes will not be accessible from the ground. All intakes located not less than 100 feet above street level , except those serving parking and retail spaces.

Minimum Supply Air Circulation:

General Office: 0.6 CFM/sq. ft.

Garage: .75 CFM/sq. ft. or as required by Code.

Toilets: 1.0 CFM/sq. ft. supply; 1.0 CFM/sq. ft. transfer air.

Minimum Exhaust:

Toilets and Janitors Closets: 2.0 CFM/sq. ft.

Mechanical Rooms: 1.5 CFM/sq. ft.

Electric Vaults: 3 CFM/KVA

Garage: 1.0 CFM/sq. ft. or as required by Code.

Garage & Loading Dock: 1 CFM/sq. ft.

Building Envelope - Thermal Characteristics:

Opaque walls maximum U-Factor: 0.08 BTU/gross sq. ft./hr./°F

Roof maximum U-Factor: 0.09 BTU/gross sq. ft./hr./°F

Vision glass maximum U = 0.30 BTU/gross sq. ft./hr./°F

Ground floor maximum U =1.13 BTU/gross sq. ft./hr/ºF

Internal Heat Gain:

Total lighting and power watts per usable square foot heat gain to space.


	Power	Lighting
Mezzanine, 32, 33 & 47	3w/sq. ft.	3w/sq. ft.
Floors 5,6,7	6w/sq. ft.	2w/sq. ft.
Floors 4, 8 thru 31, 34-46	3w/sq. ft.	1.5w/sq. ft

Sleeves and/or openings through the core shear walls shall be provided for tenant to distribute tenants services from their core location to the hung ceiling plenum of each floor. Services to be extended by tenant include: chilled water, condenser water, toilet exhaust, normal and emergency electrical services, security, telecom and fire alarm.

H-2-28

1.3

SYSTEM DESCRIPTION

Chilled Water: A central refrigeration plant will be provided in the 22 ^nd floor mechanical room. Chillers will be provided to accommodate the buildings total ventilation and air conditioning cooling load. This plant will serve the base building air handling units located on the 4 ^th , 22 ^nd and 48 ^th floors. The plant will consist of three (3) 1550 ton chillers and one (1) 775 ton electric drive centrifugal chiller to provide max. flexibility and operating efficiency. The chilled water system will be filled with 20% glycol for freeze protection. Chiller manufacturers shall be either Carrier, Trane or York.

Condenser Water:

The cooling tower that will support the base building chillers and tenant condenser water requirements will be located on the 48th floor mechanical area. Tower design is based on 78º W.B.O.A.T. & 85ºF., LWT & 100ºF EWT with a total capacity of approximately 6400 tons. Cooling towers will provide condenser water for supplemental cooling. Two of the tower cells shall be winterized for year round use to satisfy the 365 day requirement. The following has been allocated for tenant use:


Floors	Tons	GPM	Conn Size	Location
4-8	300	600	6”	4 ^th floor
11-17	100	200	4”	22 ^nd floor
32-45	200	400	6”	34 ^th floor

In the remainder of the floors 2- ¹ / 2 ” valved and capped tees will be provided for additional spec tenant spaces including floors 32, 33 and 35 through 47. Approximately 400 tons are available for this use. Cooling tower manufacturers shall be either Evapco, Marley or Bac.

Each tenant is responsible to pump their portion of the condenser water load. The condenser water system shall be treated and filtered in accordance with ASHRAE standard as well as good engineering practice. Copies of the water treatment performance reports shall be available for tenant information and use. Landlord shall provide a riser location in the core for tenants use as a condenser water riser shaft.

Heating Systems:

This is an all electric building with an electric resistant type heating.

Floors Mezzanine thru 7, 32-33 and 47 floor will be heated by electric baseboard radiation located around the exterior curtain wall. Radiation provided under electrical section.

The exterior curtainwall on floors 8 thru 31 and 34 thru 46 will be heated by fan powered VAV terminal units with electric resistant heat. All boxes are part of tenant fitout.

H-2-29

Electric resistance heat will be provided at each air handling units intake air plenums.

Electric infrared heaters at loading docks and garage entrance ramp and other areas will be provided as required. Infrared heaters provided under Electrical.

Condenser and make-up water piping exposed to outdoor temperature will be electrically traced and wrapped. Heat tracing provided under Electrical.

Unit heaters will be provided in plenum spaces above unheated areas.

Air Conditioning:

Typical Floors:

Multiple central built-up supply systems will be provided in the following floor mechanical rooms to serve the specified typical floor offices.


Floor		Floors Served
4 ^th		Mezz. – 9 ^th
22 ^nd		10 ^th – 35 ^th
48 ^th		36 ^th – 47 ^th

System shall be capable of supplying 100% outside air ventilation. Each system will be equipped with 2” throw-away pre-filters and 85% efficiency after filters, chilled water coils, (individually supported) drip pans, vane axial fans with VFD’s or variable pitch in motion blades, fan inlet and discharge acoustic static regain sound traps, tight shut-off motorized maximum and minimum outdoor air intake dampers, sound traps, 4” thick double wall acoustically lined apparatus housing with Tedlar type liner on the 4 ^th floor units, access doors, chilled water control valves, industrial discharge damper, fan mounting and service platform controls, etc. The 4 ^th floor fan system shall have the future capability of being equipped with a high efficiency filtration system including charcoal based or Hepa type filtration or equal type filtration with a maximum pressure drop of 1.5” S.P. Goldman Sachs shall have the ability to request Landlord switch to the more efficient filters at a future date. Electric unit heaters in the mixed air plenum will provide morning warm-up.

Conditioned air shall be supplied to the demised premises at not less than 0.6 cfm/usf at not less than 0.5 inches static pressure at the inlet to the remote FPB in the system at no greater than 48 degrees F. The fresh air component shall not be less than that required to meet ASHRAE 62-1989 or 0.2 cfm/usf, whichever is greater. All supply air shall have been filtered to not less than 85% as set forth by the ASHRAE standard for filter effectiveness.

b. Multiple associated built-up relief systems will be provided in mechanical room to serve all typical floor offices. Each system will be equipped with vane axial fan with VFD’s or variable pitch in motion blades, fan inlet and discharge sound traps, tight shut-off motorized return exhaust dampers, sound traps, 2” thick acoustically lined double wall apparatus housing, access doors, industrial discharge dampers, fan mounting and controls, etc.

H-2-30

Ceiling space will be utilized as plenum return. Dedicated shafts will be used for return air.

Ground Floor Lobby and Public Area:

Two factory package units will be provided on fourth floor to serve lobby and public areas. Unit will include electric preheat coils, chilled water coil, tight shut-off motorized air intake dampers, space pressure sensor, controls, etc.

Associated exhaust/recirculation fan including exhaust damper, recirculating damper, controls, etc.

Ventilating Systems:

Cooling systems will be provided for elevator machine rooms and telephone equipment rooms as required to maintain space temperature.

Ventilation systems) will be provided for mechanical rooms, electrical rooms, transformer rooms, emergency generator room, etc. as required.

Ventilating systems will be provided for basement and 1 ^st floor garage with supply fans, motors, motorized discharge dampers and associated exhaust fans with motorized discharge dampers.

Exhaust Systems:

Exhaust systems will be provided for public toilets, janitors’ closets, etc. Toilet exhaust shall be at the rate of 2 cfm/sq. ft. with supply air at a rate of 1 cfm/sq. ft.

Kitchen exhaust welded black iron risers with access doors shall be provided from floor listed up to exhaust fan mechanical room located on the 48 ^th floor.


a.	Mezzanine thru 48 ^th floor.	38”x 46”
b.	8 ^th thru 48 ^th floor	38”x32”
c.	32 ^nd thru 48 ^th floor	38”x32”
d.	47 ^th thru 48 ^th floor	as required through future roof penetration by tenant.

Kitchen exhaust fans, connecting and discharge ductwork, electric power, controls, etc., shall be provided by tenant. Landlord to provide a single horizontal west sheer wall opening on each of the 32 ^nd and 33rd floors to accommodate tenant kitchen exhaust of 32” x 38” or less.

Exhaust systems will be provided for loading dock as required.

Exhaust pipe for diesel emergency generator will be provided including supports, piping, etc., and installation of muffler.

Mail receiving (Messenger Center) area shall have a separate dedicated exhaust.

H-2-31

The exhaust systems for the retail space messenger center and other non-office lower level functions below the 4 ^th floor shall be separate from the office tower exhaust system.

Refrigerant Vent System:

One (1) 4” common refrigerant vent riser will be provided from mezzanine floor to roof for future tenant equipment connections.

Duct Distribution System:

Maximum Air Velocity Criteria:


a.	Low Pressure Supply/Exhaust Duct:	1,500 fpm
b.	Medium Pressure Supply Duct:	2,500 fpm
c.	Supply Air Risers:	3,000 fpm
d.	Return Air Shaft:	1,500 fpm
e.	Cooling Coil:	550 fpm
f.	Filters:	500 fpm

Typical Office Floor:

The office floors will be supplied with a medium – pressure low temperature loop system. The cooling capacity is based upon the design criteria stated in Section 1.2.

All ductwork construction will be based on SMACNA standards, medium and low pressure type, sealed.

Fire dampers are to be provided consistent with code requirement minimum standards on all floors.

An atrium smoke control system will be provided for the tenant on floors 10 through 20 controlled by the building BAS and Life Safety System.

The automation system will be DDC-controlled.

Lobby and Public Areas:

Similar to typical office floor except system distribution will be constant volume type.

Air supply and return devices will be linear bar grilles with finish compatible with lobby materials.

H-2-32

Messenger Center:

A separate constant volume type exhaust system will be provided.

Piping Distribution System:

Condenser Water System:

See Section 1.3 (B) for tenant connection requirements.

Refrigeration machines and pumps will be arranged for parallel machine operation.

Condenser Water Pipe Sizing Criteria: Maximum velocity for piping:

8” diameter and larger: 10 ft/sec

4” diameter through 6” diameter: 6 ft/sec

2 ¹ / 2 ” diameter through 3” diameter: 4 ft/sec

2” diameter and smaller: 2.5 ft/sec

Gauges, thermometers, gauge cocks, thermowell and other instruments will be provided for each piece of equipment for operation, maintenance and balancing purposes.

Chilled Water System:

Refrigeration machines and pumps will be arranged for parallel machine operation.

Chilled water pipe sizing criteria will be the same as condenser water system.

Gauges, thermometers, gauge cocks, thermowell and other instruments for each piece of equipment for operation, maintenance and balancing purposes. Pete’s plugs will be provided at each cooling coil.

Chilled Water Temperature Range:


Supply:		38ºF
Return:		56ºF

Fuel Oil Systems:

No. 2 fuel oil system will be provided for emergency generator including a 500 gallon day tank. Fuel riser space will be provided for future Goldman Sachs generators on the bustle roof. In accordance with the lease, adequate parking space and drive aisle area has been dedicated for the future construction of a fuel tank room required to serve the future Goldman Sachs generators on the bustle roof.

H-2-33

1.4

MATERIAL AND EQUIPMENT

Black Steel Pipe and Fittings:

All pipe for the following services shall be black steel with black cast iron screwed fittings (for 2” and smaller) and long pattern seamless or butt welded fittings (for 2- ¹ / 2 ” and larger).

•

Condenser Water Schedule 40

•

Chilled Water Schedule 40

•

Gas

•

Safety and Relief Valve Vent and Drain Schedule 40

•

Emergency Generator Exhaust Piping

•

Fuel Oil System Piping Schedule 80

Copper Tubing and Fittings:

All pipe for the following services shall be hard tempered seamless copper tubing with wrought sweat type (for 2- ¹ / 2 ” and smaller) and cast brass (for 3” and larger).

•

Water Supply, Fill and Make-up Connections from Domestic Water System

•

Compressed Air

•

Refrigerant

Galvanized Steel Pipe and Fittings:

All pipe for the following services shall be Schedule 40 galvanized steel with galvanized malleable iron screwed fittings (for 4” and smaller) and cast iron galvanized screwed flanges (for larger than 4”).

•

Cooling Coil Drip Pan Drains

•

Refrigeration Machine Vent - Pump Base Drains

Gate, Globe and Check Valves:

Valve numbers specified are based on those manufactured by the William Powell Co. Comparable valves as manufactured by NIBCO, Stockham, Hammond or Milwaukee will be acceptable.

H-2-34

Service: Chilled Water & Condenser Water Pressure: Up to 200 psi


2” & Smaller		2 ¹ / 2 ” & Larger
Gate: Powell Fig. 2700		Powell Fig. 1793
Globe: Powell Fig. 150		Powell Fig. 241
Angle: Powell Fig. 151		Powell Fig. 243
Check: Powell Fig. 578		Powell Fig. 559

Service: All Water Systems using Copper Piping

Pressure: Interior Piping Pressures to 200 PSI


2” & Smaller		2 ¹ / 2 ” & Larger
Gate: Powell Fig. 1821		Powell Fig. 1793
Globe: Powell Fig. 1823		Powell Fig. 241
Deck: Powell Fig. 185		Powell Fig. 559

In lieu of the specified gate valves and globe valves for water service, 2-inch size and smaller, the trade may provide an Apollo 71 Series ball valve for shutoff service and an Apollo 82 Series ball valve for bypass service.

At Contractor’s option, gate valves and globe valves 2’ ¹ / 2 and larger may be butterfly valves in lieu of that specified.

Check valves on pump discharge must be spring loaded, installed vertically.

Manual or automatic flow devices shall be provided to balance waterflow in the various circuits.

Piping Specialties: Provide all accessories, strainers, air vents, expansion joints, flow meters, etc., as required for safe and efficient operation of the piping systems and equipment.

Supporting Devices: Provide all necessary material hangers and equipment hangers or supports as required to thoroughly support/suspend all material and equipment.

Thermometer and Gauges: Thermometer mercury filled column type with 9” scale. Gauges – 4” dial bourdon tube type. These to be located at each pump suction and coil supply and discharge.

Drives: To have minimum of 1.15 service factor based on motor rated brake horsepower. Adjustable pitch drive for motors 20 HP or less. Fixed drives for, larger motors. Minimum of two belts.

H-2-35

Valve Tags: For every valve, provide laminated white bakelite tag with black core letters.

Temperature Control

Complete Building Automation System (BAS) for all heating, ventilating, and air conditioning systems and other facility systems as herein described. The BAS shall utilize direct digital control (DDC) and electronic actuation. The tenant’s VAV and fan power box DDC controls shall interface with the DDC panels provided by Landlord. The base system design of the BAS shall include the following:

DDC of chilled water distribution systems.

DDC monitoring/alarm of hardwired refrigerant leak detection control.

DDC of condenser water system.

DDC of constant volume Lobby area air distribution systems.

DDC of high-rise, mid-rise, and low-rise VAV air distribution systems.

DDC of VAV fan powered air terminal units. (Maximum installed base building capacity to accommodate 32 units per floor.)

DDC of elevator machine room fan systems.

DDC of toilet exhaust fans.

Local DDC control panel for tenant DDC terminal unit interface.

10.

One condenser water leaving temperature to cooling tower.

11.

Emergency generator on/off status, oil temperature analog if located in cold area, transfer switch and auxiliary oil pump run contact.

12.

Elevator equipment electrical vaults and switchgear room temperature sensor with high/low limits.

13.

Fire pump run alarm.

14.

Sump pump high level alarm.

15.

Chilled water low level alarm (one alarm point).

16.

Dirty filter alarm.

PART 2 - PLUMBING AND FIRE PROTECTION

2.1

CODES AND STANDARDS

The design of Plumbing and Fire Protection Systems shall meet the following codes and standards:

All applicable local, state and national codes

National Electric Code (NEC)

American National Standard Institute (ANSI)

American Water Works Association (AWWA)

Underwriters’ Laboratory (UL)

American Society of Plumbing Engineers (ASPE)

H-2-36

2.2

DESIGN CRITERIA

Domestic Water:

Minimum pressure at the most remote plumbing fixture shall be 30 psi.

Maximum pressure at any plumbing fixture shall be 80 psi.

Plumbing Piping Design:

Pitch for sanitary, waste and storm piping inside buildings shall be a minimum of ¹ / 8 ” per foot.

Maximum Roof Area:

Coverage per roof drain shall be a maximum of 5000 gross sq. ft.

Fire Protection:

All fire and life safety systems shall be installed in accordance with local code and applicable NFPA guidelines.

2.3

SCOPE OF WORK

Complete sanitary drainage system shall be provided which will include drains, waste and vent piping for all plumbing fixtures and other equipment requiring drains.

Complete storm drainage system shall include roof drain and other area drains and downspouts.

Sanitary and storm lines above the first floor shall be extended a point of connection to the existing city sewers by gravity. Sewers below the first floor shall be pumped by a sewage ejector.

Domestic cold water distribution system shall consist of incoming service from city mains, meters, double detector check valve assembly, domestic booster systems, controls, interior risers and distribution piping to each plumbing fixture.

Domestic hot water will be generated by individual electric water heaters and will serve up to 3 floors of stacked toilet rooms.

Wet columns will be provided at the core to be extended during tenant build out to serve decentralized toilet facilities outside of the core area.

H-2-37

Clean outs shall be readily accessible within wall, ceiling or floor. Cold water capped valved outlet will be provided at the core toilet riser for future tenant connection, in a readily accessible location within the core.

Electric water coolers will be provided on each floor. Units to be ADA approved.

2.4

WATER DISTRIBUTION SYSTEM

The water flow requirements shall be based on fixture unit method.

Domestic water and fire protection services shall be metered as required by local regulations, with taps from (2) separate water services cross connected with isolation valves separating the two services, with back flow prevention as required by code.

Domestic water booster pump systems shall be installed. The systems will have three equal sized pumps each with a variable speed drive. The pumps shall be complete with controls and a hydropneumatic pressure tank. The system shall supply water to base building fixtures throughout the building.

Reduced zone type backflow preventers shall be provided to prevent cross contamination of the potable water system by non-potable systems.

Provide isolating valves so that a group of toilet rooms on each floor may be isolated for maintenance.

Provide PRV stations to allow the building to be zoned to limit pressure at any floor to 80 psi.

Provide dielectric fittings when joining two dissimilar metals.

2.5

NOT USED

2.6

SOIL, WASTE AND VENT SYSTEMS

Soil, waste and vent systems shall be installed to serve each plumbing fixture, floor drain and roof drain, etc. Waste system standpipes will be sized to accommodate 20 floor drains on the 4 ^th floor and 6 floor drains on floors 5 through 10.

All sanitary and storm drains (serving spaces above ground floor) shall discharge to the sewer by gravity.

Drains shall be provided in parking areas, mechanical rooms, washrooms, trash rooms, loading dock, ramps, etc.

Drains shall be provided in all planting areas for positive drainage.

H-2-38

Triple oil interceptors as required for drains from the garage before they can discharge into city sewers, per local core requirement.

A grease trap shall be installed to serve the mezzanine, 9 ^th , 32 ^nd and 47 ^th floor kitchens. The grease trap shall be located in the garage area.

Provide cleanout where change of direction occurs on any waste line and at least every 50’ in horizontal runs on pipes 4” and smaller and 100 feet in lines 6” and over.

2.7

GAS SYSTEM:

A metered source of gas will be provided to the lower level of the building to supply the mezzanine kitchen.

2.8

PIPING MATERIAL

All soil, waste, vent and storm drainage piping shall be coated, service weight, hub and spigot pattern, cast iron soil pipe, ANSI/ASTM A74.

Fittings used shall be cast iron drainage fittings of the same grade and coated in the same manner as the pipe specified above. All junctions shall be made with “Y” and ¹ / 8 bend fittings.

Joints shall be caulked with white oakum, and shall be secured with molten caulking lead, not less than 1 inch deep.

Interior Soil Waste, Vent and Storm Piping 2” and Larger: I.P.S. threaded cast iron with cast iron drainage fittings or service weight hub and spigot, cast iron soil pipe with cast iron drainage fittings.

Interior Waste and Vent Piping 2” and Smaller: Schedule 40 galvanized steel pipe, with drainage pattern fittings or type M copper.

Subsoil Drainage Piping: Standard weight perforated vitrified clay-tile pipe, conforming to ASTM C13-33T or Schedule 40 PVC plastic drainpipe.

Incoming Water Service Pipe: Ductile iron with mechanical joints and electrical continuity.

Interior Hot and Cold Water Distribution Piping: 3” and smaller-Type L hard drawn copper tubing; 4” and larger-Schedule 40 galvanized steel.

2.9

VALVES

Valves 2” and smaller, bronze screwed solid wedge with rising stem. 2’/s’ and larger, flanged, I.B.B.M. and O.S.Y. pattern for 175 lbs. WWP. Valve shall be extra heavy pattern where system pressure exceeds 175 PSI.

H-2-39

At Contractor’s option, gate valve, globe valves, balancing cocks and drain valves 2” and smaller, within the building, may be ball valves.

Valves on water services that serve both domestic and fire protection shall be O.S.&Y. type suitable for installation of tamper switches as specified under Fire Protection.

2.10

PLUMBING FIXTURES

General:

Fixtures shall be ADA compliant and of a proven quality equipment, fixtures, faucets, etc. which have Chicago representative that can readily supply replacement parts. Fixtures shall be of color selected by Owner.

Fixtures that are wall hung or abut a wall or other surfaces shall have the abutting edges, surfaces, etc., factory ground true and square.

Exposed Pipes: All water supplied to fixtures which are exposed to view (excepting from flush valves to fixture spud and/or otherwise specified) including waste pipe from traps through the walls, shall be of I.P.S. brass pipe with cast brass screw banded fittings, all of which shall be polished chromium plated. The excepted flush valve pipe shall be of heavy gauge seamless brass tubing which shall also be chromium plated.

Supplies & Stops: All fixtures shall be provided with chrome plated, loose key stops either of the straight or angle type as required by type of fixture and chrome plated flexible supplies.

Wall Flanges: All water supplies and wastes, where they enter wall or pipe spaces, shall be finished with one-piece brass polished chromium plated wall flanges.

Fixture Trim Finish: All exposed metal fixture trim shall be satin stainless steel finish.

Flow Controls: Unless included with fixture trim, chrome plated flow control unit shall be provided in the supplies to all sinks and lavatories.

Lavatory Waste & Trap: Each lavatory, unless otherwise specified with fixture, shall be provided with a McGuire 155A cast grid drain with 1 ¹ / 4 ” tailpiece, No. 201, 1 ¹ / 4 ” cast brass “P” trap and No. 1127 threaded trap nipple and cast escutcheons.

Equal wastes and traps as manufactured by Fixture manufacturer will be acceptable.

H-2-40

Water Closet Seats: Each water closet, unless otherwise specified, shall be provided with an anti-microbial, plastic, white, elongated open front seat, with combination self-sustaining and check hinge equal to Beneke #527-SS.

Fixture Supports: All wall hung fixtures shall be supported by means of chair carriers or back wall plates as hereinafter specified.

Water Closets: All wall hung water closets shall be supported by means of a chair carrier with stub feet and of type and design required for the fixture and the building construction.

10.

Urinals, Lavatories and Electric Water Coolers: All wall hung urinals, lavatories and electric water coolers shall be supported by means of a chair carrier with stub feet equal to Zurn ZX extruded system for thin wall construction.

Fixture List:

The fixture in general, specifies the plumbing ware and supply fixture only; however, unless otherwise specified, all fixtures shall be provided with applicable accessories such as supplies and stops, waste and traps, water closet seats and fixture supports. Fixtures as manufactured by American Standard, Kohler and Eljer are acceptable.

WC-1 Water Closet: American Standard No. 2477.016, or Kohler 4430ET Kingston wall hung with Sloan Royal No. 116-3YKM flush valve.

WC-2 Water Closet: Same as WC-1, except with height shall be set 18” above finished floor and the flush valve shall be a Sloan Crown 110.3,11- ¹ / 2 ” mounting height to clear grab bars.

L-1 Lavatory: (ADA Compliance) American Standard Ovalyn 11 vitreous china under counter mounted lavatory with back mounted overflow.

Chicago Faucet No. 408A-665-E2605-5 (0.5 gpm) 8” centers, selfclosing metering faucet with push handles or manual faucets.

UR 1 Urinal: (ADA and General Use) American Standard 6540.017 Allbrook or Kohler K-5014-T Dexter; vitreous china water saver, siphon jet urinal with flushing rim, 1- ¹ / 4 ” inlet spud, outlet connection threaded 2” inside, wall hanger for mounting to chair carrier. Sloan Royal 180-1.5 flush valve.

Urinal flush valves to be hands-free automatic infrared sensor valves.

E.W.C: 1 Electric Water Cooler: Oasis Model PLF8WMQ wall hung wheelchair drinking water cooler. Receptor to be of satin finish stainless steel and cabinet apron

H-2-41

to be of stainless steel. Bubbler shall be electronically controlled and be activated by touch pads. Unit shall be hard wired to meet Chicago Electrical Code. Unit to be with a ¹ / 5 HP hermetically sealed motor-compressor, for operation on 115 volt, single phase, 60 cycle and to produce 8 GPH of 50 degree F. water, when supplied with 80 degree

Provide start-up and one year service contract.

Mop Basin MB-1: Fiat 32” x 32” x 6” precast terrazzo mop service basin, integral brass drain, 3” outlet, Chicago Faucet 911-IS faucet, elevated vacuum breaker, hose and. spout, pail hook and wall brace, built-in loose key straight stops and protective side aluminum caps.

Tenant shall reserve the right to replace all base building toilet room fixtures with automatic infrared detection type as part of tenant build out.

2.11

HOSE BIBBS

Interior hose bibbs required in mechanical rooms, trash rooms and interior planting area, shall be installed with a double check valve.

Exterior hose bibbs to be frost-proof at 200 feet on center on exterior wall and installed in truck dock, in the penthouse for window washing and near cooling tower. Hose bibbs to be tamper-proof and have code approved vacuum breaker.

2.12

FIRE EXTINGUISHERS

Portable type fire extinguishers shall be installed in locations visible and readily accessible to occupants in accordance with the requirements of NFPA-10.

2.13

ANTIFREEZE LOOPS

Sprinkler piping in small unheated areas exposed to frost shall be filled with pure glycerine solution only in accordance with NFPA-13. The total number of sprinklers in such areas shall not exceed twenty. A durable sign or metal tag shall be firmly attached to the solution filling connection “The City Code Requires Pure Glycerine Solution Only”.

Reduced pressure principle type backflow preventor assembly shall be installed on piping upstream of glycerine solution.

2.14

WATER SUPPLY

The building will be supplied with a water supply by the Plumbing Trade Contractor and the Fire Protection Trade Contractor shall start from the flanged connection provided by the Plumbing Trade Contractor. An 8” double detector check valve backflow preventor assembly shall be provided for fire protection service.

H-2-42

Fire pumps shall be installed to boost the city main water supply to meet sprinkler and standpipe demand.

High zone fire pump shall take suction from a two cell, 37,500 gallon total steel fire water storage tank, complete with automatic fill lines from both domestic and mid-zone fire protection risers. Provide cover, hatches/manholes, interior ladders, liquid level indicators, overflows, tank drains, vents, vortex plates and suction lines and all other appurtenances in accordance with NFPA 22.

2.15

FIRE PROTECTION AUTOMATIC SPRINKLERS

Sprinklers shall be provided in all areas (except where prohibited by the Chicago Building Code) of the automatic normal temperature, in accordance with NFPA 13. The system shall be hydraulically calculated. The sprinklers shall be listed at 175 psi system pressure. High pressure sprinklers shall be installed where system pressure exceeds 1 75 psi. Sprinklers shall be of the quick response type unless otherwise dictated by code and finished as hereinafter specified.

Sprinklers will be provided from dedicated risers located in the stairwells. A minimum of (2) standpipes per floor service alternating floors. Sprinkler supply at each floor should be provided with a tampered shutoff valve, from switch connected to the building fire alarm system. Test connections provided in accordance with the core provisions.

In finished ceiling areas, provide chrome plated concealed pendent sprinkler heads, equivalent to Vikings Model Horizon Mirage.

In unfinished areas, provide brass upright type sprinklers, equivalent to Viking Microfast Model M.

Provide spare sprinkler head cabinet with assorted types of sprinkler heads and a suitable wrench per the requirements of NFPA 13.

2.16

FIRE PROTECTION DRY PIPE VALVE

Provide UL listed and FM approved dry pipe valve assemblies for dry sprinkler systems complete with trim, accelerator, ASTM air compressor with starter, air maintenance device and high/low air supervisory pressure switch, and water flow pressure switch. Listed pressure gauges shall be installed on the water side and air side of the dry pipe valve and at accelerator. The compressor shall be capable of filling the entire system to 40 psig in 30 minutes. Wiring of air compressor will be provided under Division 16.

H-2-43

Not more than 750 gallons system capacity shall be controlled by one dry pipe valve.

Gridded dry pipe systems shall not be installed.

2.17

FIRE PUMP(S)

Furnish and Install UL listed and FM approved, electric driven horizontal, fire pumps. Pump installation shall meet the requirements of NFPA-20, Standard for Installation of Fire Pumps. Capacity of the pump(s) is indicated on the Fire Protection Riser Diagram. Pumps manufacturers shall be either Peerless, Aurora or ITT.

Pump motor shall be 480 Volt, 3 Phase, 60 Cycle.

Conductors feeding the fire pumps and their accessories shall be dedicated and protected to resist damage.

Series pumps shall be provided with sequential start.

Pump shall be complete with sidewalk or flush wall type, pump test connection and all necessary appurtenances.

Pump controllers shall be equal to Metron, reduced voltage (Wye-Delta) type with transfer switch, closed transition type, with a rang of 100,000 Amps ASYM. Fire pump controller shall be provided with digital pressure recorder and alarm bell with reset switch. Fire pump controllers) will be tied to generator for emergency power.

Electric connections to pump and controller shall be by Electrical Trade Contractor.

Fire pumps shall have flat head curve type as manufactured by Peerless/Sterling.

Mid zone and high zone fire pumps shall have “super seal” packing.

2.18

JOCKEY PUMP

Furnish and install vertical multi-stage centrifugal type jockey pumps, equivalent to Grundfos CR2 series.

Pump controllers shall be equal to Metron’s M-15 series, with full voltage starter to start pump on pressure drop in system.

2.19

AUTOMATIC SPRINKLER SYSTEM

Automatic sprinkler system shall be designed hydraulically using the following design criteria per usable square foot of area.

Parking Garage and Loading Dock (Dry): 0.25/3250 maximum spacing 130 sq. /sprinkler head.

H-2-44

Retail/Function Space: 0.25/2500, maximum spacing 130 sq. ft./sprinkler head.

Storage over 14 Feet Height: .25/2500, maximum spacing 130 square feet/sprinkler head.

Mechanical Room: .15/1500, maximum spacing 130 sq. ft./sprinkler head.

Office (sprinkler risers and main only), Public Spaces, Conference Area. 12/1500 maximum spacing 225 sq. ft./sprinkler head.

Kitchen/Server: 0.20/2000 maximum spacing 130 sq.ft./sprinkler head.

2.20

FIRE HOSE VALVE

Fire hose valves shall be located in each stairway and as indicated on the drawings. 2- ¹ / 2 fire hose valve shall be angle type with cap and chain. Threads to comply with Local Fire Department threads.

Fire hose valve shall be equivalent to Potter Roemer figure 4065, 300 pound rated.

2.21

SIAMESE CONNECTION

Provide 2-way chrome-plated fire department connections for each zone, 2- ¹ / 2 ” by 2- ¹ / 2 ” by 4”, with cast brass body and escutcheon plate.

Units shall have the following words cast-in:

“Standpipe - Sprinklers”,

Fire Department connection locations subject to approval by the Chicago Fire Prevention Bureau.

Provide 10” outside electric alarm bell and lighting (illumination) above each Siamese connection location.

Provide sign at each alarm bell reading “Sprinkler Alarm - when bell rings call Fire or Police Department.”

2.22

FIRE EXTINGUISHERS

Furnish and install dry chemical extinguishers with mounting bracket throughout in accordance with the requirements of NFPA 10, in mechanical equipment rooms, electrical rooms, elevator and machinery rooms, and in every stairway on every floor and parking areas.

H-2-45

10 lb. extinguishers shall be equal to Potter Roemer 3010, U/L rating, 4A, 60 B:C, pressurized dry chemical lobby extinguisher.

Fire extinguishers shall be placed in recessed type fire extinguisher cabinets in the finished areas. Trimless frame cabinets in finished areas.

Fire extinguishers shall be placed in surface mounted cabinets stairwells, in parking areas and loading dock painted with corrosion proof paint.

2.23

FLOW SWITCHES AND VALVE SUPERVISORY UNITS

Furnish and install tamper switches for all control valves including control valves on incoming water service installed by the Plumbing Trade Contractor.

Potter Electric Signal Company USR-D, VS-D vane type waterflow switch shall be installed at the base of all the standpipe risers and in each wet pipe sprinkler zone. Provide pressure type flow switch for each dry pipe sprinkler zone.

Provide weatherproof, 10 inch outside Electric Bell in the vicinity of siamese connection(s) and 6 inch electric bell in the fire pump room.

Wiring of tamper switches and water flow switches shall be provided under Division 16.

Air pressure supervisory switch shall be installed on each dry pipe system and shall operate at an increase or decrease of 10 psi.

2.24

VALVES

Provide U.L. listed and F.M. approved indicating type control valves and check valves on the water extinguishing system as required in accordance with codes or as shown on the drawings. All the valves shall be rated for maximum working pressure in the system.

Provide listed anti-water hammer check valve on discharge side of fire pumps.

2.25

PIPE

All piping (mains, risers or branches) shall be of steel, black or galvanized. Threaded fittings are not acceptable for piping less than Schedule 40.

Internally and externally galvanized pipe shall be used on dry pipe systems.

H-2-46

Pipe shall be minimum of schedule 40 with threaded fittings and a minimum of schedule 10 with mechanical grooved couplings or fittings or welded outlets. Pipe shall be rated for pressure up to 300 psi.

2.26

FITTINGS

Provide U.L. listed and F.M. approved fittings, rated for 175 PSI systems. Provide extra heavy pattern fittings, where system pressure exceeds 175 PSI. Provide galvanized fittings where corrosive conditions exist.

Grooved fittings including gaskets on dry pipe systems shall be listed for dry pipe service.

When welding is performed, pipe shall be shop welded.

2.27

HANGERS

Support sprinkler and standpipe piping with U.L, listed and F.M. approved hangers spaced to comply with the requirements of NFPA-13.

Hangers shall be galvanized whenever moisture or corrosive conditions exist.

2.28

TEST CONNECTION

Provide inspector’s test connections to test water flow alarm devices per the requirement of NFPA-13. Run discharge from inspector’s test connection to a point of drain.

2.29

DRAIN CONNECTIONS

Provide main drain connection and auxiliary drains for trapped sections of piping per the requirements of NFPA-13.

Provide 2 inch drain connections at the lowest point on the system side of riser control valve of the standpipe risers.

Run discharge piping to a point of drain.

2.30

SIGNS/PAINTING OR IDENTIFICATIONS

All valves, including test and drain valves shall be provided with a durable sign attached indicating their function or area controlled.

All suction piping to the fire pump and all discharge piping, except standpipe risers, shall be painted red or identified as fire protection system piping at intervals of not less than fifteen feet.

H-2-47

2.31

GAUGES

Provide dial spring pressure gauge in each sprinkler riser, at the main drain connection, on the floor control valve assembly and on independent pipe from the air supply to the dry systems.

2.32

ACCEPTANCE TESTS

The sprinkler and standpipe system installation shall be tested hydrostatically per the requirements of applicable NFPA codes.

All flow alarm devices shall be tested per the requirements of NFPA-13.

Provide main drain flow test by opening the main drain valve. Main drain valve will remain open until the system pressure stabilizes.

Dry sprinkler system shall be tested in accordance with NFPA-13.

Fire pumps shall be tested in accordance with NFPA-20.

H-2-48

SECTION 16

ELECTRICAL

PART 1 - GENERAL

3.1

CODES AND STANDARDS

City of Chicago Building Code (CBC)

City of Chicago Energy Conservation Code

City of Chicago Electrical Code (CEC)

National Electrical Code (NEC)

(National Electrical Code for sections which are not covered in Chicago Electrical Code)

Occupational Safety and Health Administration (OSHA)

Applicable local codes and ordinances

American National Standards Institute (ANSI)

American Society for Testing and Materials (ASTM)

Association of Edison Illuminating Companies (AEIC)

Certified Ballast Manufacturers (CBM)

Electrical Testing Laboratories (ETL)

Federal Aviation Agency (FAA)

Illuminating Engineering Society of North America (IESNA)

Institute of Electrical and Electronics Engineers (IEEE)

Insulated Cable Engineers Association (ICEA)

National Electrical Manufacturers Association (NEMA)

National Fire Protection Association (NFPA)

Underwriters’ Laboratories (UL)

H-2-49

3.2

DESIGN CRITERIA

Load Densities:

Floors 4 through 8, Goldman Sachs (GS) usable space: Lighting feeder and panel capacity will be provided by the G.S. distribution system supplied from utility company vaults on the 4 ^th floor. One G.S. vault shall be for the exclusive use of G.S. and shall have the capacity to provide 2240 KVA demand load at 480/277 volt, 3 phase, 4 wire to G.S. vault.

A second base building vault and switchboard room will be sized to serve building requirements and to fully accommodate transformers and switchboards to backup the G.S. power system with 2240 KVS demand load at 480/277 volt 2 phase, 4 wire. G.S. will provide switchboards and distribution apparatus in the base building switchboard room and will interconnect with switchboards in the G.S. switchboard room.

Note: All secondary conduit, cable, switchboards, panelboards, etc., servicing G.S. are to be provided by G.S. as part of the tenant fit up.

Load Densities:

Office expansion Floors No. 20, 21, 22, 23, 24, 25, 26, and 27. Lighting feeder and panel capacity for spec. floors shall be 7.5 volt-amperes connected load per usable square foot, 120/208 volt, 3 phase, 4 wire.

Note: Secondary entrance feeders to utility company vault, and 800 amp tenant meter center shall be provided by the landlord.

Load Densities:

Office Expansion Floors No. 9, 10, 18, 19, 28, 29, 30, and 31: Lighting feeder and panel capacity for office floors shall be 7.5 volt-amperes connected load per usable square foot, 120/208 volt, 3 phase, 4 wire.

Note: 800 amp service entrance feeder, switch and metering provisions shall be provided by the landlord. Distribution apparatus shall be provided by the tenant.

Load Densities:

Office full floor tenant floors No. 11, 12, 13, 14, 15, 16 and 17 and floors 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46 and 47: Lighting feeder and panel capacity for office floors shall be 7.5 volt-amperes connected load per usable square foot, 120/208 volt, 3 phase, 4 wire.

H-2-50

Note: 800 amp secondary service entrance feeder, switch and metering provisions shall be provided by landlord. Distribution apparatus shall be provided by the tenant.

Load Densities: Common Area Lighting and Receptacles

(Volt-Amperes/Usable Sq.Ft.)


	Connected	Demand	Heat Gain
Lobbies:
Lighting and Receptacles	5.0	2.5	5.0
Retail Areas:
Lighting and Receptacles	12.0	10.0	8.0
Cafeteria: (Kitchen)
Lighting and Receptacles	3.5	3.0	3.0
Electrical, Telephone, Mechanical and Elevator Equipment Rooms:			0.5
Lighting and Receptacles	1.5	1.0
Service Areas, Corridors and Stairways:
Lighting and Receptacles	1.5	1.0	.75
Toilets:
Lighting and Receptacles	1.0	1.0	1.0
Storage Rooms:
Lighting and Receptacles	1.0	.5	0.5
Dock Area:
Lighting	1.5	1.5	—
Parking:	1.0	1.0	—

Load Densities: Heating

Perimeter Heating. Element Along Exterior Walls/Windows:

Office Areas: 187 volt ampere/linear ft. of exterior walls/windows.

Main Lobby: 500 volt ampere/linear ft. of exterior walls/windows.

Load Densities: HVAC, Plumbing, Fire Protection, Vertical Transportation

100% of connected load.

H-2-51

Load Densities: Heating, Ventilation and Air Conditioning Equipment, Apparatus, Appliances (Volt-Ampere/Usable Sq.Ft.)


		Connected
Retail Areas:		12
Food Service Areas:
Kitchen		100
Dining		3

Load Density: Emergency Lighting

Emergency lighting feeder and panel capacity shall be sized on the basis of 0.3 volt-amperes/sq. ft. of gross area of the building.


Illumination Levels		Average Maintained Footcandles Per I.E.S. Standard
Lobbies:		15 - 20

Electrical, Telephone, Mechanical and Elevator Equipment Rooms:		15 - 20

Interior Landscaping:		100

Service Areas, Corridors and Stairways:		15 - 20
Toilets:		15 - 20
Storage Rooms:		10 - 15
Dock Area:		20 - 30

Kitchens (Preparation):		70
Kitchens (General):		50

3.3

SYSTEMS

Electric Service:

Service & Distribution:

Landlord will cause local utility to provide utility service to the building from two or more services supplied by dual feeders from the network.

H-2-52

Landlord shall cause utility provider to provide 12000 volt feeders) up through the building to transformer vaults and room(s) including the utility service to the 4 ^th floor vault.

The transformers shall reduce the 12,000 volt service to utilization voltage as required for lighting, processing equipment and power.

Land lord shall provide Goldman Sachs with 2240 kva demand kva of 480/277V power from the base building utility vault on the 4 ^th floor.

Metering

Base building loads shall be served by feeder risers with secondary meters arranged in two categories:

HVAC; Rate 6L- Rider 25.

Balance of “House” Loads; Rate 6L.

Tenant loads shall be individually metered at the utilization voltage level through tenant meter centers or meters at service entrance locations.

Retail Areas:

HVAC; Rate 6L - Rider 25, bulk metered.

Balance of loads; Rate 6L.

Cafeteria:

HVAC; Rate 6L - Rider 25.

Balance of loads; Rate 6L.

Secondary Distribution:

Utilization (service entrance) voltages shall be as follows:

Base Building Loads:

HVAC: 480Y/277V, 3Ph, 4W

House pumps, fire pumps: 480V, 3Ph, 3W

Vertical transportation: 480V, 3Ph, 3W

Lighting and receptacles: 208Y/120V, 3Ph, 4W

H-2-53

Chillers: 480V, 3Ph, 3W

Tenant Loads:

Lighting and receptacles: 208Y/120V, 3Ph, 4

Special and process equipment: 208Y/120V, 3Ph, 4W

Tenant shall have right to obtain 480V/277V, 3Ph, 4W for Special process equipment, as a Tenant Change Request at tenant’s cost.

Retail Areas:

Lighting and receptacles: 208Y/120V, 3Ph, 4W

Process equipment: 208Y/120V, 3Ph, 4W

HVAC: 208Y/120V, 3Ph, 4W

Cafeteria:

Lighting and receptacles: 208Y/120V, 3Ph, 4W

Process equipment: 208Y/120V, 3Ph, 4W

Distribution:

Provide switchboards for building loads.

Provide secondary service entrance feeders and meters centers or service entry switches with meter fittings for office tenant loads.

Electrical rooms shall accommodate feeders, meter centers, heating panels, house panels, emergency panels and Fire Alarm System.

The feeders shall be conduit and wire.

For 120 volt branch circuits, the maximum load shall be limited to:

1400 volt-ampere for 15 ampere protection

1900 volt-ampere for 20 ampere protection

For 277 volt branch circuits, the maximum load shall be limited to:

3300 volt-ampere for 15 ampere protection

4400 volt-ampere for 20 ampere protection

6000 volt-ampere for 30 ampere protection

H-2-54

Motors of ¹ / 2 horsepower and larger shall be served at 480 volt (or 208 volt for tenant spaces only), 3 phase, 3 wire. Motors less than ¹ / 2 horsepower shall be served at 277 volt or 120 volt service, l phase, 2 wire.

Lighting:

Provide lighting systems in all base building areas including:

Main lobby; electrical, telephone, mechanical and elevator equipment rooms; parking; service areas; corridors; stairways; toilets; storage rooms; dock area; elevator pits; supply and re-circulation fan plenums. Lighting system shall be complete with fixtures, ballasts, lamps and accessories, lighting control relays and, branch circuits.

Core Areas

Lighting switches, occupancy sensors, contactors, relays, devices and wiring shall be provided for the following control requirements:

Lobbies: Switched at Building Management System (BMS) control center.

Electrical, Telephone, Power Generation, Mechanical and Elevator Equipment Rooms: Switched at door.

Service Areas: Switched at door.

Corridors: Switched at BMS control center.

Stairways: Switched at panelboard.

Toilets: Switched at door, key type. (Switched at BMS control center)

Storage Rooms: Switched at door.

Dock Area: Locally controlled.

Elevator Pits, Supply and Recirculating Fan Plenums, Roof Hatches: Switched at entrance.

Parking: Switched at Parking office.

H-2-55

Receptacles

Receptacles for maintenance and any special equipment (e.g., service corridor, window washing, etc.) shall be twistlock type, unless otherwise noted.

Ground fault interrupter receptacles shall be provided in elevator pits, toilets, kitchens, roof tops, and outdoor areas (at grade and above, as required by the code authority having jurisdiction).

Grounding:

System and equipment grounding shall be provided. All switchboards, meter centers, service entrances, transformers, motor control centers, motor starters, adjustable frequency drives, panelboards, busways, wiring systems, etc. will be effectively grounded. A separate 500 MCM copper conductor in conduit shall be provided from the basement up to the penthouse in each electrical riser space. Bond ground conductors to cold water risers, sanitary drain risers and building steel at every (10 floors) and basement level and to the lightning system of the building. Provide ground bushings at each end of all conduits containing grounding conductors and bond.

Extend ⁴ / 0 copper conductor in conduit from grounding riser to service equipment in all base building floor electrical closets within base building core. Provide ground bushings at each end of all conduits containing grounding conductors and bond.

Extend 1#4 awg copper conductor in conduit from ground riser to each base building IDF (communicators) closet within base building core. Provide ground bushings at each end of all conduits containing grounding conductors and bond.

Provide 2” x 12” x ¹ / 4 ” copper ground bus mounted on isolators in 18” x 18” x 6” deep box. Ground bus shall have 24- ¹ / 4 20 threaded taps.

Electric Heating:

Service shall be provided to electric heating coils of air handling units. (Refer to Mechanical Section.)

Electric unit heaters shall be provided at electrical, telephone, mechanical and elevator equipment rooms; entrances; soffits; air mixing plenums; etc. (Refer to Mechanical Section).

H-2-56

Electric infrared quartz heating units where indicated shall be provided with thermostats, relays, timers. These units will be connected to contactor controlled panels.

Service shall be provided to base building electric duct heaters/fan powered boxes and fan coil units. These units shall be connected to contactor controlled panels. (Refer to Mechanical Section.)

On floors mezzanine through 7, 32, 33 and 47 electric baseboard heating units fed from base building electrical panel shall be provided along perimeter window walls, complete with built-in type thermostat, and wall mounted user switch per circuit. Baseboard circuits shall be controlled by pulsar type relays.

Pipe Tracing:

Service shall be provided to heating system consisting of self-regulating type cables or tapes and low temperature alarms, etc. for all piping subject to freezing.

Equipment Connections:

Service shall be provided to all escalators, elevators, electrically operated doors, drinking fountains, trash compactors, dock levelers, etc., including furnishing of all electrically associated devices such as disconnect switches, lock-out switches, etc.

Mechanical Equipment Connections:

Service shall be provided to all mechanical equipment, electric heating coils, domestic water heaters, unit heaters, cooling tower immersion heaters, duct heaters/fan powered boxes, fan coil units, thermostats, etc., including furnishing of all electrically associated devices such as disconnect switches, contactors, magnetic or manual starters, lock-out switches, Adjustable Frequency Drives (AFD), etc., which are not furnished under the Mechanical Plumbing and Fire Protection Sections.

Note: AFD’s shall be coordinated with the Temperature Controls and BMS Section in order to assure the required control points are included in the VFD when shipped. An equipment ground conductor shall be provided in branch circuit conduit to the AFD.

Building Management System (BMS):

A Building Management System will be provided under Section l5 Building Management System.

H-2-57

Lightning Protection:

A Master Label lightning protection system shall be provided.

Roof mounted air terminals shall be provided and interconnected with roof conductors and exothermically bonded to all roof drains and roof mounted equipment. Structural steel columns shall be utilized as down conductors. Terminals at the bustle roof shall be interconnected to vertical down conductors. Down conductors shall be exothermically bonded to the perimeter counterpoise conductors, with connections to each column and to the perimeter grounding rods. Service switchboards shall be equipped with lighting arrestors by the switchboard manufacturer.

Emergency System:

The emergency system shall have an auxiliary source of power which will be derived from a diesel generator, multiple automatic transfer switches shall be provided. The diesel generator shall be 4-cycle turbocharged type at 2000 KW, and 1200 RPM. Emergency electric loads shall be as follows:

Legally Required Emergency Loads:

Emergency lighting (e.g., exit illumination and exit signs) including stairwells

Fire alarm and life safety system.

Electric driven fire pumps.

Firemen’s elevator.

One elevator (from each bank).

All pumps intended to overcome gravity (i.e., sump and sewage ejector pumps).

All required emergency system distribution equipment shall be located in 3-hour fire resistive rated rooms, closets, or shafts.

Generator manufacturer shall be either Caterpillar, Cummins-Owan, Detroit Diesel or Generac.

No spare capacity is available in the life safety generator for tenant use.

H-2-58

Special Systems:

Fire Detection, Alarm System:

A fire alarm system for the building shall be provided as follows in compliance with the provisions of the local building code and applicable other codes.:

High rise fire alarm multiplex system Class (A) wiring of devices. For a multiplex system the transponder loop shall be Class A wiring. High rise life safety, one-way communication systems to cover each floor of the entire structure. Two-way communication system for each stairwell and designated areas. The system shall be a peer to peer addressable system and consist of but not be limited to the following:

Fire detection, complete with , ceiling mounted photoelectric type smoke detectors and thermal detectors with a minimum of two wiring loops per floor.

Cross zoned smoke detectors in elevator lobbies for elevator recall system. Maximum floor area per zone 25000 G.S.F. Smoke detectors shall be provided in various equipment rooms as required by the local code authority. A smoke or heat detection system shall be provided in equipment areas not protected by the sprinkler system, including electrical switchgear and elevator machine rooms.

Fire protection system water flow detection and valve position indication. One zone per water flow switch.

Voice communications, including one-way voice command system and Fire Department two-way communications. Amplifiers shall have capacity for additional speakers in tenant space. One way voice command; one zone per floor. One zone per elevator.

One-way speakers shall be rated 1 watt, 87 dbA at 10 feet. Amplifiers shall have the capacity of one watt per 4000 square feet of usable area.


Speaker specification:

Power Setting	.5 Watt	1.0 Watt

Sound Power at 10’	84 dbA	87 dbA

Sound Power at 20’	78 dbA	81 dbA

H-2-59



Closed Door Attenuation	(20 dbA)	(20 dbA)
	58 dbA	61 dbA

Average Common Space Ambience	(45 dbA)	(45 dbA)

Sound Power Above Ambient	13 dbA	16 dbA

Stairwell door unlocking system and power wiring.

Fire command panel, at ground floor shall include:

Fire detection and audible and visual alarm annunciation and controls in accordance with ADA provisions and the requirements on the local code authority.

Sprinkler system water flow detection and valve position indication annunciation.

One-way voice communication annunciation and controls.

Door unlocking controls.

Elevator recall systems.

Elevators status annunciation and controls (provided under Elevator Section).

Air handling systems status annunciation.

Fire pumps status annunciation.

Provision for remote monitoring by telephone lines, by U.L. listed central receiving station.

A zone for each waterflow switch and a separate zone for all other alarm initiation devices on each floor.

Two-way communication telephone for Fire Department use. A minimum of one (1) telephone will be provided on mezzanine through 9 ^th floors, remaining floors shall be in accordance with City of Chicago Code requirements.

Status of emergency power.

H-2-60

Semi-flush mounted dual-action pull and floor 28 through 46 stations at stair locations that shall indicate a trouble alarm at the lobby FACP on mezzanine through 9 ^th floor and floor 28 through 46 if accepted by the local code authority and other exits if required by local code authority.

System printer

Fire detection and alarm circuits shall be extended to commercial areas, restaurants for connection of devices installed by the tenants , minimum of 4 contact points per floor shall be provided.

Raceway between elevator group controller and status annunciation elevator and control panel adjacent to fire command panel:

less than 4 elevators - (1) 2”C.

less than 8 elevators - (2) 2”C.

Duct detectors shall be provided in the fan systems as required by local code authority.

The fire alarm and detection system remote annunciator panel (FAAP) with system printer shall be located on the ground floor at the Franklin Street Crisis Control Center. The emergency generator remote annunciator panel shall be located in the crisis control center near to the FAAP. All fire alarm system riser and horizontal control loop conduits shall be run in 2-hour, fire-rated enclosures.

10)

Floors mezzanine thru 9 and 28-46 shall be equipped with a minimum of four (4) alarm and trouble inputs and four (4) outputs for tenants use.

11)

A signal from any fire alarm initiation device shall cause the fire alarm system to report directly to the central monitoring station for notification purposes.

3.4

MATERIALS

Low Voltage Switchboards:

The low voltage switchboards shall be completely assembled, free standing, front and rear accessible enclosure with hard-drawn copper bus bars, full neutral bus, and separate copper ground bus. All bus work shall be braced to withstand 100,000 amperes RMS symmetrical. Over-current protective devices shall be provided with isolated barriers between compartments and sections and load terminals shall be extended to the rear of the switchboard.

H-2-61

Protective devices shall be fused switches. All devices shall be equipped with current limiting fuses, such that switchboard will be fully rated for available fault current.

Fused switches 800 amperes and larger shall be individually mounted and shall be bolted-pressure, load break type equal to Pringle type “QA-CBC”, complete with Class L time delay, current-limiting fuses. Switches 600 amperes and smaller shall be individually mounted, quick-make, quick break, equal to G.E. type “QMR”, complete with Class RK 1 time-delay fuses. Two spare feeder switches without fuses, 600 ampere size, shall be included in each switchboard. Three spare fuses of each installed size shall be provided for each switchboard.

Fuses shall coordinate selectively at a two-to-one ratio. Zero sequence type ground fault protection shall be provided on 480Y/277V system, complete with blown fuse indicators, adjustable phase failure relays, trip devices and monitoring panel for mains rated 800 amperes and larger.

Voltmeters, ampmeters and selector switches shall be provided for each switchboard and individually mounted service switches.

Provision shall be made for electric utility company metering transformers and meters.

Manufacturers:

General Electric AV-3, Cutler Hammer, WRI, Square D or equivalent.

Transformers (480V Delta - 208Y/120V, 3 Phase, 4 Wire):

Dry type, ventilated, 1500C. rise, 220°C. insulation system temperature class.

NEMA standard voltage taps.

NEMA standard sound ratings.

K 13 rated for non-linear loads

H-2-62

Manufacturers:

Heavi-Duty, Jefferson, Niagara, Sorgel, Siemens, Cutler Hammer, Square D and General Electric.

Motor Control Centers, Starters and Controls:

Motor control center (MCC) shall be NEMA type 1 enclosure, Class I and type B wiring with minimum withstand rating at 65,000 symmetrical amperes. A minimum of 4 Size 1 spaces shall be provided for future combination starters in each MCC.

Temperature control, tire detection and mechanical equipment interlock wiring, raceways and associated devices shall be provided under the Building Management System Section. Plumbing and fire protection control and equipment interlock wiring, raceways and associated devices shall be provided under this Section.

Magnetic starters shall be complete with 2 sets of N.O. and 1 set of N.C. auxiliary contacts, 3 overload relays, individual fused control transformer, hand-off-automatic selector switch or start-stop push button, and pilot lights.

Motor starters shall be horsepower rated and based on NEMA sizes.

Combination starters shall be of the fusible switch type.

Magnetic starters shall have NEMA size 1 minimum rating.

Reduced voltage (Auto-transformer type, closed transition) starter shall be provided for motors (100) horsepower and larger.

Adjustable time delays shall be provided for motors 50 horsepower and larger.

Manufacturers:

Allen-Bradley, Cutler-Hammer, General Electric, Siemens, Square D. or equal

Branch Circuit Panelboards:

480Y/277 volt panelboards shall be equal to Cutler Hammer Pow-R Line 2.

208Y/120 volt panelboards shall be equal to Cutler Hammer Pow-R Line 1.

Directories shall be provided in each panelboard.

H-2-63

Emergency panels shall be fusible type or circuit breaker with fault study.

Copper bus, 1,000 amp per sq. inch.

25% spare protective devices shall be provided in each panelboard.

Manufacturers:

General Electric, Siemens-ITE, Square D, Cutler Hammer, or equal

Distribution Panelboards:

480Y/277 volt or 480 volt panelboards shall be equal to Cutler Hammer type “FDP” with time-delay, current-limiting rejection type Class RK 1 fuses.

208Y/120 volt panelboards shall be equal to Cutler Hammer type “FDP” with time-delay, current-limiting rejection type Class RK 1 fuses.

Directories shall be provided in each panelboard.

25% spare 3-pole fusible with a minimum of two (2) switches shall be provided in each panelboard.

Manufacturers:

General Electric, Siemens-ITE, Square D, Cutler Hammer, or equal.

Cables, Wiring and Raceways:

Cables and wiring shall be 75°C. rated insulation, except as noted below, copper conductors and color coded. 60°C. ampacity of conductors shall be used for #1 AWG and smaller, 75°C. ampacity may be used for # ¹ / 0 AWG and larger.

Wire sizes #10 AWG and smaller may be solid copper. Wire sizes larger than #10 AWG shall be stranded copper.

Conductors #8 AWG and larger shall be type “THHW OR THWN”.

Lighting and receptacle branch circuit wire #10 AWG and smaller shall be type “THWN”, minimum #12 AWG size. Control wiring may be #14 AWG, type “THWN”.

H-2-64

Heating branch circuit wires shall be type “THHW”.

Wires connected to motors and transformers shall be copper type “THHW or THWN”, stranded, regardless of size. Flexible conduits shall be used for connections to vibrating and rotating equipment. Flexible sealtite conduits shall be used for all connections to vibrating and rotating equipment in wet locations.

Fixture wires shall be type “THHN” for 600 volt or less or Type “SFF-2” for incandescent fixtures.

Wiring, including telephone cables in plenum area, shall be in conduit.

Raceways:

Electrical metallic tubing (EMT):

For wiring less than 600 volt indoors:

•

in return air plenum spaces steel compression type fittings

•

non-plenum spaces - steel set screw type fittings or as required for application

Intermediate grade conduit (IMC), threaded connection and fittings:

Any wiring in hazardous areas.

For wiring above 600 volt.

For wiring less than 250 volt outdoors.

Heavy wall galvanized conduit (HWG), threaded connections and fittings:

For wiring above 600 volt.

10.

Cable and conduit supports, couplings and fittings, pullboxes and other wiring materials and devices shall be provided as required.

11.

Flexible metallic tubing, sized ³ / 8 ” trade size only, shall be used for lighting fixture connections in plenum ceilings.

12.

Minimum size conduit will be ¹ / 2 ”, unless noted otherwise.

H-2-65

Lighting Fixtures:

Light fixtures lamp color temperatures to be color temperature 3000K.

Lighting fixtures shall be as follows:

Common Area: (Back of house)

Recessed fluorescent, open reflector downlight and/or matching wall washers, HPF electronic ballast (reflector finish to be determined).

Recessed H.I.D. (metal halide) open reflector downlight and/or matching wall washers (reflector finish to be determined). and/or

Recessed incandescent ellipsoidal downlights, (cone finish to be determined)

Recessed HID. (specify mercury vapor, metal halide), ellipsoidal downlight (specify cone finish).

Recessed:

Recessed plenum rated fluorescent troffer with low brightness parabolic aluminum louver, F32 T8 / SP30 (louver finish and number of cells to be determined).

Suspended:

Suspended indirect low-profile extruded fluorescent fixture with two (2) T5/830 H.O. lamps and electronic ballasts.

Corridors:

Recessed fluorescent, open reflector downlight and/or matching wall washers, HPF electronic ballast (reflector finish to be determined).

Type - Recessed fluorescent troffer with low brightness parabolic aluminum louver,

3-F32T8/SP30 (louver finish and number of cells to be determined).

Plant Growth:

Plant material selections, locations, sizes and illumination requirements (footcandles) shall be reviewed with the landscape architect.

H-2-66

Lamp source shall be metal halide of the proper intensity and beam patterns) to meet plant material requirements.

Electrical, Telephone, Mechanical and Elevator Equipment Rooms:

Type - Fluorescent industrial reflector, F32/T8/SP30.

Type - Fluorescent enclosed industrial F32/T8/SP30, plenum, approved for environment air spaces.

Stairways:

Type - Fluorescent, 2-lamp, F32/T8/SP30, wall mounted, with shield.

Toilets:

Type - Fluorescent strips in ceiling cove and incandescent downlights.

Storage Rooms:

Type - Fluorescent industrial reflector F32T8/830 ma.

Dock Area:

Type - Fluorescent or H.LD., enclosed fixture.

Elevator Pits, Supply and Recirculation Fan Plenums, Roof Hatches:

Type - Vapor tight incandescent with globe and guard.

Exit Signs:

Type - 2 lamp fluorescent.

Job standard to be recessed housing edge lighted acrylic panel style exit signs.

Parking Floors:

Type - HID (175W Enclosed fixture for wet location.

Lighting fixtures in plenum ceiling shall conform to Code requirements.

Recessed incandescent fixtures shall have thermal protection and anti-overlamping devices.

H-2-67

Fluorescent Ballasts:

Indoor fluorescent ballasts shall be of the electronic type, high power factor, 10% max. total harmonic distortion, 3 yrs. warranty from date of manufacturer and a projected 20 year life.

Outdoor ballasts shall be suitable for -20°F. operation.

Ballasts shall be compatible with lamp type.

Lamps shall be as follows:

Incandescent- inside frosted 130V or compact fluorescent lamps as selected.

Fluorescent - F32T8/SP30 as selected.

Metal Halide - clear.

Color corrected 3000K rendition lamps to be used.

Wiring Devices - Switches, Receptacles and Plates:

Switches shall be equal to Hubbell #1221 Series, or equal.

Duplex receptacles shall be equal to Hubbell #5362 (20A) Series, or equal. Maintenance receptacles shall be equal to Hubbell #4792 Series, or equal.

Occupancy sensors - Wattmeiser - Series W, or equal.

Floor boxes shall be flush mounted, equal to Steel City Series #640, or equal.

Plates for wall devices in finished lobby areas shall be #302 stainless steel 0.40” thick, brush finish. All plates for multiple gang requirements shall be one piece combination, standard plates in all other areas.

Poke-through devices, when used, shall be UL approved for the floor slab rating. The complete assembly shall be approved for installation in the City of Chicago.

Floor service fittings shall be combination Type (duplex receptacle and telephone service)’ back-to-back design, 3-piece, extruded aluminum.

Electric Heating:

Pedestal or wall mounted type shall be continuously or individually mounted with special covers to match the finish of the window wall.

H-2-68

Unit heaters/cabinet heaters with built-in thermostats and mounting media.

Toggle type flush wall mounted switches shall be provided for each window bay baseboard.

Concrete Pads, Supports, Access and Sealing:

Concrete pedestals, bases, pads, vibration isolation, curbs, anchor blocks, anchor bolts, slab inserts, hangers, channels, cradles, saddles, gratings, access doors, etc., shall be provided for electrical equipment in the building and in vaults, or for the pad mounted electric utility company transformers. Floors, walls and ceiling openings shall be sealed to prevent fire spread, air and liquid movement and noise transmission between floors and between rooms

Plenum Installation:

Electrical equipment, light fixtures, wiring, devices, switchgear, panelboards, motors, motor control, materials and accessories installed in air plenums shall be approved for plenum installation, in accordance with applicable Codes.

Plenums include above-ceiling return air plenums, fan or equipment rooms used as plenums, and any other portions of the building used to convey air.

H-2-69

SECTION 17

SPECIAL SYSTEMS

71 SOUTH WACKER

Information Technology, Telecommunications and Security

Systems Attachment

H-2-70

Following is a description of the base building infrastructure for tenant telecommunications and data systems:

NETPOP

The building will have two telecommunication service entrance (NetPOP) rooms in the basement. Goldman Sachs shall have the right to utilize two service provider points of entries, (POEs) with raceway installed from each to the dedicated Goldman Sachs POE risers. Quantity of conduit shall be (12) 4” RGS installed horizontally from each POE to its respective POE riser and a dedicated 18” x 24” shaft shall provide access from the B1 level to the 9 ^th floor. Cables from telecommunication service providers will enter the building via conduit from the service provider’s vault under the street. Cables will terminate in the NetPOP room. Tenants may install fiber optic or twisted pair copper cable from their lease space to one or both of these NetPOPs. Tenants may use their Pro Rata share of the NetPOP for cable termination and connection to service providers.

BASE BUILDING TELECOMMUNICATIONS WIRING ROOMS (BTR)

There will be two Base Building Telecommunication Wiring Rooms (BTR) on each floor. A series of 4” sleeves will be provided through the floor and ceiling. At the lowest floor, a series of 4” conduits will connect the BTRs to each of the two NetPOP rooms. The two BTRs will be connected together with 4” conduit in the basement, at the top of the building and at two intermediate floors.

Tenants may use their Pro Rata Share of the TTR sleeves to install fiber or copper telecommunication entrance cables from the NetPOP rooms to their lease space.

Refer to Exhibit H-1 for MBR&M sleeve criteria.

H-2-71

TENANT TELECOMMUNICATIONS WIRING ROOM (TTR)

To connect with the tenant space from the BTR and / or the TTR, cables can enter the raised floor from an opening in the wiring room or above the ceiling via sleeves through the core wall. If the tenant installs cable above the ceiling, it must be in conduit. All sleeves must be fire stopped by the cable installation contractor.

SATELLITE ANTENNA

Tenants may install antenna on the roof for communication purposes. Building management must approve the engineering of the installation. The building provides a SatPOP room on an upper floor for active equipment, conduit from the SatPOP to the roof and conduit from the SatPOP to each of the building’s BTRs. Tenants may use their Pro Rata share of the SatPOP for active equipment. Tenants may use their Pro Rata share of the conduit for Satellite connectivity to their space. Landlord shall provide a dedicated sleeved pathway from the 9 ^th floor to the SAT POP room; to allow for future connections by the tenants to the SAT POP room.

Refer to Exhibit H-1 for MBR&M sleeve criteria.

SECURITY EQUIPMENT/INSTALLATION

Landlord will furnish and install all such equipment necessary to implement the Building Access Control Security Plan, outlined in the lease. This equipment includes:

•

Card Reader controlled vehicular gates at garage entrances

•

Reinforced roll-up doors or ram prevention devices at vehicular entrances

•

Card Reader controlled barrier turnstiles in the security lobbies

•

Perimeter and special area door control and monitoring devices

•

Card reader controlled elevators

•

Centralized Security Management System with access control and alarm monitoring functions

•

Centrally monitored and recorded interior and exterior CCTB cameras at perimeter access points, lobby areas, dock operations, and other public areas

•

Security Command Center equipment including monitors, digital recorders, controls, etc.

•

Magnetometer and X-Ray Screening equipment at entry locations

•

Electronic visitor management system

•

Electronic guard tour system

H-2-72

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT L-1

MORTGAGEE SNDA

(See Attached)

AGREEMENT OF SUBORDINATION, RECOGNITION

NON-DISTURBANCE, AND ATTORNMENT

THIS AGREEMENT OF SUBORDINATION, RECOGNITION, NON-DISTURBANCE AND ATTORNMENT (“ this Agreement ”) dated the ___ day of ____________ 2002, is made by and among FRANKMON LLC, a Delaware limited liability company (herein referred to as “ Landlord ”), HYATT CORPORATION, a Delaware corporation (herein referred to as “ Tenant ”), and ________________________, a __________________________ (herein referred to as “ Lender ”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have heretofore entered into a certain lease dated ______________ _____, 2002 (such lease, together with all exhibits attached thereto including, without limitation, the Workletter, the Shared Facilities Workletter and the Terms of Parking License, being hereinafter referred to as the “ Original Lease ”), demising certain premises in the building known as 71 South Wacker Drive, Chicago, Illinois;

[WHEREAS , Landlord and Tenant have heretofore entered into [describe any amendments and modification]];

WHEREAS, the Original Lease has not been amended or modified [except as described above];

WHEREAS , as used herein the term “ Lease ” shall refer to the Original Lease, together with [the amendments and modifications described above and] such amendments and modifications as may hereafter be entered into, excluding any such amendments and modifications hereafter entered into requiring Lender’s consent under Section 9 below, unless Lender shall have consented thereto;

WHEREAS, concurrently herewith Lender is making a mortgage loan to Landlord (the “ Loan ”) in the amount of [or up to] $ , which loan is evidenced by a certain Note (including any consolidations, extensions, modifications or renewals thereof, the “ Note ”) of even date herewith executed by Landlord and payable to Lender, and secured in part by (i) a Mortgage (including any consolidations, extensions, modifications or renewals thereof, the “ Mortgage ”) of even date herewith covering the Land and Building (as defined in the Lease) in which the Premises (as defined in the Lease) are located, which Land is legally described on Exhibit “A” attached hereto and (ii) an assignment of Landlord’s interest in the Lease of even date herewith (including any consolidations, extensions, modifications or renewals thereof, the “ Assignment of Lease ”); and

WHEREAS, Landlord and Tenant jointly and severally acknowledge the Assignment of Lease; and

L-1-1

WHEREAS, the parties hereto desire to establish additional rights of quiet and peaceful possession for the benefit of Tenant, and further to define the covenants, terms, and conditions precedent to such additional rights.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, agreements, and demises herein contained, and in consideration of other good and valuable consideration, each to the other, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree, covenant, and warrant as follows:

1. Capitalized terms used but not defined herein are used herein as defined in the Lease.

2. Subject to the terms and conditions of this Agreement, the Lease is and shall be subject and subordinate in all respects to the Mortgage and the lien created thereby and to any advancements made thereunder.

3. So long as no monetary or material non-monetary Default has occurred and is continuing under the Lease, Lender hereby covenants and agrees that if Lender or any other person (Lender or such other person being herein called a “Successor”) obtains Landlord’s interest in the Property by judicial or power of sale foreclosure of the Mortgage or by reason of any other enforcement of Lender’s rights under the Mortgage or by deed in lieu of foreclosure (a “Succession Event”), then:

(a)

Successor shall succeed to Landlord’s interest in the Lease and shall recognize the Lease, and the Lease shall continue in full force and effect with direct privity of estate and contract between Successor and Tenant with the same force and effect and relative priority in time and right as though the Lease had been originally made directly between Successor and Tenant; and

(b)

Tenant’s rights under the Lease, including its occupancy of the Premises, its use of the Shared Facilities, and its use of any parking spaces licensed to Tenant pursuant to the Lease, shall not be disturbed.

4. Tenant shall give to Lender a copy of any Qualified Notice (as herein defined) given by Tenant to Landlord and no such Qualified Notice shall be effective unless and until Tenant shall have given such a copy to Lender. The term “Qualified Notice” shall mean (i) any notice of default under the Lease by Landlord given by Tenant to Landlord, (ii) any notice of termination of the Lease given by Tenant to Landlord under Paragraphs 4(E), 4(F) or 10(A)(ii) of the Lease or under any other provision of the Lease expressly affording Tenant the right to terminate the Lease, and (iii) any notice under Paragraph 24(B) of the Lease given by Tenant to Landlord.

5. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate the Lease (other than pursuant to a right of cancellation or termination expressly set forth in the Lease) or to abate or offset against payment of Rent (other than a right of abatement or offset expressly set forth in the Lease) or to claim a partial or total eviction, Tenant shall not be entitled to exercise such right, unless such act or omission shall have continued unremedied for thirty (30) days after written notice thereof is given to Landlord and Lender; provided that, if more than thirty (30) days are reasonably

L-1-2

required to effect such remedy and Landlord or Lender commences to remedy such act or omission within thirty (30) days after receipt of Tenant’s notice thereof, then such period shall be extended so long as Landlord or Lender is diligently prosecuting such remedy to completion. The aforementioned periods of time permitted for Landlord or Lender to cure shall be extended for any period of time during which Landlord or Lender is delayed in, or prevented from, curing due to Unavoidable Delays.

6. If the interests of Landlord under the Lease shall be transferred to a Successor by reason of a Succession Event prior to the expiration or earlier termination of the Lease, then Tenant hereby covenants and agrees to make full and complete attornment to the Successor as substitute landlord upon the same terms, covenants and conditions as provided in the Lease (subject to Section 3 above and Section 9 below) so as to establish direct privity of estate and contract between the Successor and Tenant with the same force and effect and relative priority in time and right as though the Lease had been originally made directly between Successor and Tenant; except, that (subject to Section 16 below) Tenant shall be under no obligation to pay rent to the Successor until Tenant receives written notice from Lender that a Succession Event has occurred. Tenant will thereafter make all rent payments due under the Lease directly to Successor, as the substitute landlord thereunder and Landlord hereby consents thereto.

7. Tenant waives all joinder and/or service of process in any action by Lender to foreclose the Mortgage or any action at law by Lender to gain possession of the Landlord’s interest in the Premises or Property. Unless required by law Lender shall not name Tenant in any such action and if Tenant is required to be so named then none of Tenant’s rights under the Lease or this Agreement shall be affected in such action. Lender, simultaneously with giving any notice of default under the Note, Mortgage or Assignment of Lease or any other instrument evidencing or securing the Loan (together, the “Loan Documents”) or commencing any foreclosure, shall furnish to Tenant a copy of such notice or of the documents commencing such foreclosure; but Lender’s failure to do so shall not impair the validity of Lender’s notice or foreclosure or the terms of this Agreement.

8. The provisions of this Agreement shall be real covenants running with the Land, and shall be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, executors, administrators, beneficiaries, successors and assigns, including without limitation any person who shall obtain, directly or by assignment or conveyance, (a) any interest in the Mortgage; (b) any certificate or deed of purchase following foreclosure of the Mortgage; (c) any certificate of redemption following such foreclosure; or (d) title to the Property through a Succession Event.

9. If a Succession Event shall occur (the date of such Succession Event being herein called the “Succession Date”), the Successor shall not be:

(a)

Liable for any act or omission of any prior landlord under the Lease; except , that (a) the Successor shall be liable for events occurring on and after the Succession Date, and (b) [subject to Section 11 hereof,] the Successor shall be obligated to correct any conditions existing on the Succession Date which are in violation of the Lease even if the same arose out of any act or omission of such a prior landlord; or

L-1-3

(b)

Required or obligated to credit Tenant with any Rent paid more than 30 days in advance of its due date (unless Lender or the Successor shall have received the same); and

(c)

Bound by any amendment or modification of the Lease (or other agreement with Landlord) which (i) grants any material concession with respect to the Lease, or (ii) reduces the Rent payable thereunder, or (iii) grants Tenant any right to cancel, terminate, surrender or extend the Lease, or (iv) cancels, terminates, accepts a surrender of or extends the Lease, unless Lender shall have consented to such amendment or modification (or agreement) or such amendment or modification (or agreement) is provided for in the Lease;

provided, however, that, notwithstanding the foregoing, (A) Tenant’s right to any rent abatement, rent offset, rent setoff, and/or rent credit provided for in the Lease (including Article 4 of the Lease ) whenever accruing shall be binding upon the Successor, regardless of whether the acts or omissions giving rise thereto occurred before or after the Succession Date or were the acts or omissions of the Successor or any prior landlord under the Lease, and (B) the Successor shall be obligated to credit Tenant for any overpayment of Operating Expenses, Taxes or Net Shared Facilities Costs for any prior period.

10. Tenant hereby acknowledges that the Assignment of Lease secures the Loan, and Tenant covenants and agrees for the benefit and reliance of Lender that, notwithstanding anything to the contrary contained in the Lease, after the date hereof, Tenant will not, without the express written consent of Lender:

(a)

cancel or terminate the Lease other than (i) pursuant to a right of cancellation or termination expressly set forth in the Lease, or (ii) as permitted by Section 5 above; or

(b)

enter into any amendment or modification of the Lease (or other agreement with Landlord) which (i) grants any material concession with respect to the Lease, or (ii) reduces the Rent payable thereunder, or (iii) grants Tenant any right to cancel, terminate, surrender or extend the Lease, or (iv) cancels, terminates, accepts a surrender of or extends the Lease, unless such amendment or modification (or agreement) is provided for in the Lease; or

(c)

pay any prepay rent more than 30 days in advance of its due date.

11. (a) As used herein the term “ Construction Obligations ” shall mean the obligation of the Landlord under the Lease to complete Landlord’s Work, the Excluded Work or the Shared Facilities Work.

L-1-4

(b) If a Succession Event shall occur prior to the Substantial Completion Date the Successor shall have the right, by notice to Tenant given within fifteen (15) days of the Succession Event (a “ Successor Construction Obligation Avoidance Notice ”), to avoid the Construction Obligations.

(i) Successor shall not be obligated to perform the Construction Obligations (except that Successor shall be obligated to correct any defects contained on any punch list created in accordance with the terms of the Workletter or any latent and structural defects, subject to the terms of the Lease);

(ii) Tenant shall thereafter have no right to terminate the Lease pursuant to Paragraph 4(F) (and any such right shall be deemed to have been waived); and

(iii) Tenant shall have the right, by notice given to the Successor within thirty (30) days of Tenant’s receipt of such notice, to terminate the Lease as of the date of Tenant’s notice.

(d) If the Lease shall be terminated pursuant to Section 11(c)(iii) above, then:

(i) Landlord shall pay to Tenant all amounts which Landlord would have owed to Tenant under Paragraph 4(F) of the Lease (and, to the extent provided in clause (ii) of the third paragraph of Paragraph 4(F), the other provisions of Article 4 of the Lease) as if (x) the Landlord Outside Substantial Completion Date had occurred, and (y) Landlord had timely and properly exercised its right to terminate this Lease pursuant to Paragraph 4(F) of the Lease (and, for this purpose, the termination shall be deemed to have occurred under such Paragraph 4(F) and the date of such termination for purposes of said Paragraph 4(F) shall be the date of Tenant’s notice under Section 11(c)(iii) above]; and

(ii) Successor and Tenant shall have no liability of any kind hereunder.

(e) If

(i) the Successor shall timely give a Successor Construction Obligation Avoidance Notice and this Lease shall not be terminated pursuant to Section 11(c)(iii) above, or

(ii) the Successor shall not timely give a Successor Construction Obligation Avoidance Notice

then, if the Lease shall thereafter be terminated under any provision of Article 4 of the Lease, Tenant shall look solely to Landlord for (i.e. not to the Successor who shall be deemed released from) the payment of all amounts required to be paid to Tenant under the applicable provisions of Article 4 of the Lease.

L-1-5

12. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing, addressed as follows, and shall be deemed to have been properly given if: (a) mailed by first class United States Postal Service registered or certified mail, postage prepaid, with return receipt requested, (b) delivered in person to the intended addressee, (c) tendered for next Business Day delivery to a nationally recognized overnight courier, in each case, addressed as follows:

If to Tenant:

__________________________

Attention: ________________

with a copy to:

__________________________

Attention: ________________

If to Lender:

__________________________

Attention: ________________

with a copy to:

__________________________

Attention: ________________

If to Landlord:

FrankMon LLC

c/o Pritzker Realty Group, L.P.

200 West Madison Street, 37th Floor

Chicago, Illinois 60606

Attn: Penny Pritzker and Kevin Poorman

L-1-6

with a copy to:

Katten Muchin Zavis Rosenman

525 West Monroe Street, Suite 1600

Chicago, Illinois 60661-3693

Attn: Seth Madorsky, Esq.

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice. Notices shall be considered given upon the earlier to occur of: (i) actual receipt or the date delivery is refused or (ii) the third (3 ^rd ) business day following the date of such mailing (or as of any earlier delivery dated evidenced by a receipt the U.S. Postal Service) or (iii) one (1) business day after tender deposit for next business day delivery to a nationally recognized overnight courier service.

13. This Agreement contains the entire agreement between or among the parties hereto with respect to the subject matter hereof. No variations, modifications or changes herein or hereof shall be binding upon any party hereto unless set forth in a document duly executed by or on behalf of such party.

14. This instrument may be executed in multiple counterparts, all of which shall be deemed originals and with the same effect as if all parties hereto had signed the same document. All of such counterparts shall be construed together and shall constitute one instrument, but in making proof, it shall only be necessary to produce one such counterpart.

15. Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. The words, “Lender,” “Landlord” and “Tenant” shall include their heirs, executors, administrators, beneficiaries, successors and assigns.

16. Upon the occurrence of a default under any of the Loan Documents, Lender shall be entitled, upon written notice to Tenant, to all rents and other amounts then due under the Lease and thereafter accruing, and this Section 16 shall constitute a direction by Landlord to and full authority to Tenant to pay all such amounts to Lender without proof of the default relied upon, and Landlord hereby expressly waives all claims against Tenant for complying with the terms of this Section 16. Tenant is hereby irrevocably authorized by Landlord to rely upon and comply with (and shall be fully protected in so doing) any notice or demand by Lender for the payment to Lender of any rental or other sums which may be or thereafter become due under the Lease or for the performance of Tenant’s undertakings under the Lease and shall have no right or duty to inquire as to whether any default under the Mortgage has actually occurred or is then existing. Prior to the receipt of any such notice or demand from Lender (or after the withdrawal of any such notice or demand from Lender), Tenant shall be authorized to pay all rent and other sums under the Lease to or as directed by Landlord and Tenant shall be fully protected in doing so, regardless of the application thereof by Landlord.

[SIGNATURE PAGE TO FOLLOW]

L-1-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed, sealed and delivered in their respective names and in their behalf; and if a corporation, by its officers duly authorized.


LANDLORD:

FRANKMON LLC, a Delaware limited liability company

By:
Name:
Title:

TENANT:

HYATT CORPORATION a Delaware corporation

By:
Name:
Title:

LENDER:

_______________________________, a ___________________________________________

By:
Name:
Its:

L-1-8


STATE OF ILLINOIS	:
	:	SS.
COUNTY OF COOK	:

On the ____ day of _______________________, 2002, before me, a notary public, the undersigned officer, personally appeared _______________________________, who acknowledged himself/herself to be the ____________________________ of ___________________, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as such officer and desired that such instrument be recorded as such.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year aforesaid.

Notary Public

My Commission Expires:


STATE OF ILLINOIS	:
	:	SS.
COUNTY OF COOK	:

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year aforesaid.

Notary Public

My Commission Expires:


STATE OF ILLINOIS	:
	:	SS.
COUNTY OF COOK	:

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year aforesaid.

Notary Public

My Commission Expires:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT L-2

GROUND LESSOR SNDA

An SNDA is substantially the same form (adjusted to reflect that the instrument to which it relates is a Ground Lease not a Mortgage) as, and no less favorable to Tenant in any material respect than, the form of Mortgagee SNDA attached to the Lease as Exhibit L-1.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT M

TENANT ESTOPPEL CERTIFICATE

________________, ____

__________________________

Attn: _____________________

RE:	71 South Wacker Drive, Chicago, Illinois (the “Building”)

Ladies and Gentlemen:

The undersigned, HYATT CORPORATION (“Tenant”), is the lessee under that certain Office Lease by and between Tenant and FRANKMON LLC (“Landlord”), dated September __, 2002 (as the same has heretofore been amended and modified [which amendments and modifications are described in Paragraph 1 below], the “Lease”) with respect to that certain Premises (as described and defined in the Lease) located in the above described Building. Tenant certifies to the addressees hereof that as of the date hereof:

The Lease is in full force and effect without amendment or modification except as follows: ______________________________. [Describe amendment(s) and modification(s)] .

The Commencement Date was _____________; the Rent Commencement Date was _______________; and the Initial Term Expiration Date is/was _________________. No Renewal Option has been exercised or lapsed, except ________________. [If any Renewal Option has been exercised, indicate the expiration date of the Renewal Term.]

[If applicable: Subject to the Final Measurement Report,] (a) the Premises consists of ________ square feet of Rentable Area; (b) the monthly installment of Net Rent next due and payable by Tenant will be in the amount of $ , and is payable ________, 20__; and (c) Tenant’s Pro Rata Share is _______ percent. Tenant’s SFR Share is ; Tenant’s SFC Share is . Tenant presently has ___ parking spaces under license pursuant to the Lease.

Except as described in Exhibit 1 attached hereto, Tenant has not paid any Rent more than 30 days in advance of its due date.

Except as described in Exhibit 2 attached hereto, (a) the Lease has not been assigned by Tenant and (b) the Premises have not been subleased by Tenant.

Except as described in Exhibit 3 attached hereto, (a) Tenant has not delivered to Landlord any notice that Landlord has failed to pay or perform any of its obligations under the Lease, (b) to Tenant’s actual knowledge, no event has occurred which constitutes or which, with the giving of notice or passage of time, or both, would result in a default by Landlord under the Lease, and (c) to Tenant’s actual knowledge, Tenant has no existing defenses or presently exercisable offsets against the enforcement of the Lease by Landlord.

Tenant has not been granted any options to purchase the Premises or the Building.

Except as described in Exhibit 4 attached hereto or as provided for in the Lease, Tenant has no right or option to extend the term of the Lease or to lease additional premises

Except as described in Exhibit 5 attached hereto or as provided for in the Lease or as may arise under applicable law, Tenant has no right to cancel or terminate the Lease. Except as described in Exhibit 5 attached hereto, to Tenant’s actual knowledge, (a) Tenant has no presently exercisable right to cancel or terminate the Lease [AFTER RENT COMMENCEMENT DATE ADD: and (b) no event has occurred which, with the giving of notice or passage of time, or both, would result in Tenant’s having a right under the Lease or applicable law to cancel or terminate the Lease].

10.

[AFTER RENT COMMENCEMENT DATE: Except as provided in Exhibit 6 attached hereto, to Tenant’s actual knowledge, all of the obligations required by Article 4 of the Lease or by the Workletter to be performed by Landlord prior to the Rent Commencement Date have been performed.]

11.

[To Tenant’s actual knowledge, such reasonable, non-confidential factual matters as Landlord or the addressees may reasonably request, including factual matters relative to the exercise or lapse of any of Tenant’s rights under Article 35].

Tenant further acknowledges and agrees that the addressees hereof and their respective successors and assigns shall have the right to rely on the information contained in this Certificate and this Certificate and the certification set forth therein shall inure to the benefit of the addressees hereof and their respective successors and assigns.

Capitalized terms defined in the Lease are used herein with the meanings ascribed to them therein, unless otherwise specifically provided in this letter.


TENANT:

HYATT CORPORATION

By:
Name:
Title:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT N

LANDLORD ESTOPPEL CERTIFICATE

________________, ____

__________________________

Attn: _____________________

RE:	71 South Wacker Drive, Chicago, Illinois (the “Building”)

Ladies and Gentlemen:

The undersigned, FRANKMON LLC (“Landlord”), is the lessor under that certain Office Lease by and between Landlord and HYATT CORPORATION (“Tenant”), dated September __, 2002 (as the same has heretofore been amended and modified [which amendments and modifications are described in Paragraph 1 below], the “Lease”) with respect to that certain Premises (as described and defined in the Lease) located in the above described Building. Landlord certifies to the addressees hereof that as of the date hereof:

1.	The Lease is in full force and effect without amendment or modification except as follows: ____________________ __________. [Describe amendment(s) and modification(s).]

[If applicable: Subject to the Final Measurement Report,] (a) the Premises consists of ________ square feet of Rentable Area; (b) the monthly installment of Net Rent next due and payable by Tenant will be in the amount of $ , and is payable ________, 20__; and (c) Tenant’s Pro Rata Share is _______ percent. Tenant’s SFR Share is ________________; Tenant’s SFC Share is ___________________. Tenant presently has ___ parking spaces under license pursuant to the Lease.

Except as described in Exhibit 1 attached hereto, (a) Landlord has not delivered to Tenant any notice that Tenant has failed to pay or perform any of its obligations under the Lease, (b) to Landlord’s actual knowledge, no event has occurred which constitutes or which, with the giving of notice or passage of time, or both, would result in a default by Tenant under the Lease or a Default, and (c) to Landlord’s actual knowledge, Landlord has no existing defenses or presently exercisable offsets against the enforcement of the Lease by Tenant.

Except as described in Exhibit 2 attached hereto or as provided for in the Lease or as may arise under applicable law, Landlord has no right to cancel or terminate the Lease. Except as described in Exhibit 2 attached hereto, to Landlord’s actual knowledge, (a) Landlord has no presently exercisable right to cancel or terminate the Lease [AFTER RENT COMMENCEMENT DATE ADD: and (b) no event has occurred which, with the giving of notice or passage of time, or both, would result in Landlord’s having a right under the Lease or applicable law to cancel or terminate the Lease].

6.	[To Landlord’s actual knowledge, such reasonable, non-confidential factual matters as Tenant or the addressees may reasonably request, including factual matters relative to the exercise or lapse of any of Tenant’s rights under Article 35].

Landlord further acknowledges and agrees that the addressees hereof and their respective successors and assigns shall have the right to rely on the information contained in this Certificate and this Certificate and the certification set forth therein shall inure to the benefit of the addressees hereof and their respective successors and assigns.

Capitalized terms defined in the Lease are used herein with the meanings ascribed to them therein, unless otherwise specifically provided in this letter.


LANDLORD:

FRANKMON LLC.

By:
Name:
Title:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT O-1

CONSENT AND AGREEMENT

(ASSIGNMENT)

(See Attached)

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT O-1

CONSENT AND AGREEMENT

(ASSIGNMENT)

[Date]

HYATT CORPORATION

85 Broad Street

New York, New York 10004

Attention: Geoffrey Rockhill — Corporate Services

Re:	71 South Wacker, Chicago — Consent to Assignment

Ladies & Gentlemen:

FRANKMON LLC (“ Landlord ”), the landlord under that certain Office Lease dated as of September __, 2002, as amended and modified by ______________ dated __________ (as so amended and modified, the “ Lease ”), by and between Landlord, as landlord, and HYATT CORPORATION (“ Tenant ”), as tenant, covering certain premises (the “ Leased Premises ”), as described in the Lease, in the building commonly known as 71 South Wacker Drive, Chicago, Illinois (the “ Building ”), subject to and specifically conditioned upon the following terms and conditions, hereby grants its consent to the assignment by Tenant to ________, a __________ (“ New Owner ”) of all of Tenant’s right, title and interest in, to and under the Lease.

The capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Lease. This letter (this “ Consent and Agreement ”) and the acknowledgment and acceptance of the conditions hereof may be executed in counterparts, each of which shall be considered an original but constituting one and the same document.

As a condition to the consent of Landlord, it is understood and agreed as follows:

This Consent and Agreement shall in no way release Tenant or any person or entity claiming by, through or under Tenant (including New Owner) from any of their respective covenants, agreements, liabilities and duties under the Lease, as the same may hereafter be amended or modified; provided, however, that Tenant shall not be liable for any increased or additional obligations arising out of any amendment or modification of the Lease hereafter entered into, except for such increased or additional obligations as arise out of any such amendment or modification that effects the exercise by New Owner of any right of the tenant under Paragraphs 35(F) or 35(G) of the Lease as same exists as of the date hereof.

2.	Tenant represents and warrants to Landlord, as of the date of this Consent and Agreement, and as of immediately prior to the effectiveness of the Assignment, that:

Tenant owns and holds the entire interest of the tenant in, to and under the Lease; and

Tenant has not assigned or encumbered the interest of the tenant in, to and under the Lease, or any part thereof.

3.	By its execution below, New Owner hereby assumes the due and punctual payment and performance of all of the obligations of the tenant under the Lease from and after the date of such execution.

Except as otherwise expressly set forth herein, this Consent and Agreement shall not be deemed to modify any of the terms or conditions of the Lease. Landlord does not hereby consent to any further assignment of the Lease or subletting of the Leased Premises. By execution of this Consent and Agreement, Tenant and New Owner acknowledge and agree to be bound by all the terms and conditions of Landlord’s consent as set forth herein.

This Consent and Agreement shall not be effective, and New Owner shall not enter into possession of the Premises, unless and until Landlord shall receive a copy of this Consent and Agreement executed by Tenant and New Owner as provided below. If Landlord shall not have received a copy of this Consent and Agreement executed by Tenant and New Owner within 90 days of the date hereof, this Consent and Agreement shall be void.


Very truly yours : FRANKMON LLC, a Delaware limited liability company

By:
Name:
Title:


Accepted and Agreed HYATT CORPORATION, a Delaware corporation

By
Name:
Title:
Date:

[New Owner]

[a ____________]



By:
Name:
Title:
Date:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT O-2

CONSENT AND AGREEMENT

(SUBLEASE)

[Date]

HYATT CORPORATION

85 Broad Street

New York, New York 10004

Attention: Geoffrey Rockhill — Corporate Services

Re:

71 South Wacker, Chicago — Consent to Sublease

Ladies & Gentlemen:

FRANKMON LLC (“ Landlord ”), the landlord under that certain Office Lease dated as of ________________, as amended and modified by ________________________ dated ________________ (as so amended and modified and as hereafter amended and modified from time to time, the “ Lease ”), by and between Landlord, as landlord and HYATT CORPORATION, as tenant (“ Tenant ”), subject to and specifically conditioned upon the following terms and conditions, hereby grants its consent to the subleasing by Tenant to [insert name and entity type of Transferee (as such term is defined in the Lease)], as sublessee (“ Sublessee ”) of all or any portion or portions of [insert description of Subject Space (as such term is defined in the Lease) including all expansion rights and options described in Tenant’s request for consent] (the “ Subleased Premises ”) in the Building commonly known as 71 South Wacker Drive, or Hyatt Center, Chicago, Illinois (the “ Building ”) for term or terms expiring no later than [insert final expiration date described in Tenant’s request for consent, including all renewal rights and options described in Tenant’s request for consent] (the “ Sublease Expiration Date ”).

The capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Lease. This letter (herein this “ Consent and Agreement ”) and the acknowledgment and the acceptance of the conditions hereof may be executed in counterparts, each of which shall be considered an original but constituting one and the same document.

As a condition to the consent of Landlord, it is understood and agreed as follows:

The sublease agreement between Tenant and Sublessee, as the same may be amended, modified or supplemented from time to time, is herein called the “Sublease”. Landlord is not consenting to and shall not be bound by any of the terms or provisions of the Sublease. The Sublease is solely for the purpose of setting forth the rights and obligations between Tenant and Sublessee and shall not bind

Landlord. Tenant shall furnish Landlord with a fully-executed counterpart of the Sublease as originally entered into no later than Sublessee’s entry into the Subleased Premises, and shall furnish Landlord with a fully-executed counterpart of any amendment, modification or supplement thereto immediately upon the execution and delivery thereof. This Consent and Agreement shall not apply to any amendment, modification or supplement covering any premises outside of the Subleased Premises or any period after the Sublease Expiration Date, and any such amendment, modification or supplement shall be regarded as a new sublease subject to Landlord’s consent as provided for in the Lease.

This Consent and Agreement shall in no way release Tenant or any person claiming by, through or under Tenant from any of its covenants, agreements, liabilities and duties under the Lease, as the same may hereafter be amended or modified.

This Consent and Agreement shall not be construed to amend or modify the Lease in any respect, nor shall this Consent and Agreement constitute Landlord’s consent to any Alterations.

Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by Tenant or Sublessee or anyone claiming by or through either Tenant or Sublessee, but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Sublessee pursuant to the Lease, in law or in equity, for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Sublessee.

The Sublease is, in all respects, subject and subordinate to the Lease. Furthermore, in the case of any conflict between the provisions of this Consent and Agreement or the Lease and the provisions of the Sublease as such relate to Landlord, the provisions of this Consent and Agreement or the Lease, as the case may be, shall prevail unaffected by the Sublease.

If at any time prior to the expiration of the term of the Sublease, the Lease shall terminate or be terminated for any reason (or Tenant’s right to possession shall terminate without termination of the Lease), the Sublease shall simultaneously terminate. [To be inserted at Landlord’s election: However, Sublessee agrees that, at the election and upon written demand of Landlord and not otherwise, the Sublease shall continue with the same force and effect as if Landlord and Sublessee had entered into a lease as of the effective date of such termination for a term equal to the then unexpired term of the Sublease and containing the same provisions as those contained in the Sublease. In such a case, and not otherwise, Sublessee shall attorn to Landlord and Landlord shall recognize Sublessee and Landlord and Sublessee shall have the same rights, obligations and remedies as Tenant and Sublessee had prior to such effective date, except that in no event shall Landlord be

(i)

liable for any act or omission by Tenant, or

(ii)

subject to any offsets or defenses not provided for in the Sublease, or

(iii)

bound by any rent or additional rent or other payment paid by Sublessee to Tenant more than thirty (30) days in advance of its due date which was not actually received by Landlord, or

(iv)

bound by any amendment, modification or supplement to the Sublease which Landlord had not received prior to such effective date or (unless Landlord shall have consented thereto) which required Landlord’s consent as provided for in Paragraph 1 above.

The foregoing provisions of this Paragraph shall apply notwithstanding that as a matter of law, the Sublease may otherwise terminate upon termination of the Lease, and shall be self-operative following Landlord’s written election to continue the Sublease as aforesaid and no further instruments shall be required to give effect to said provisions. Upon such written election by Landlord to continue the Sublease as aforesaid, however, Landlord and Sublessee shall execute, from time to time, documents in confirmation of the foregoing provisions of this Paragraph reasonably satisfactory to the parties, acknowledging such attornment and recognition and setting forth the terms and conditions of Sublessee’s tenancy.] Nothing contained in this Paragraph shall be construed to impair or modify any right otherwise exercisable by Landlord, whether under the Lease, any other agreement or in law.

Nothing herein contained shall be deemed a waiver of any of the Landlord’s rights under the Lease. [To be inserted at Landlord’s election: Except as provided in Paragraph 7 above following Landlord’s exercise of its election to continue the Sublease,] in no event shall Landlord be deemed to be in privity of contract with Sublessee or owe any obligation or duty to Sublessee under the Lease or otherwise, any duties of Landlord under the Lease being in favor of, for the benefit of and enforceable solely by Tenant.

Sublessee shall maintain property and liability insurance as required by Article 11 of the Lease (except that Sublessee shall not be required to insure any property insured by Tenant) and shall cause the Landlord Protected Parties to be named as additional insureds on such liability insurance. Prior to its entry into the Subleased Premises and prior to each policy expiration, Sublessee shall furnish Landlord with certificates of such insurance which certificates shall confirm that the Landlord Protected Parties have been so named on the liability insurance. The provisions of Paragraph 11(H) and Paragraphs 26(A) through (E) of the Lease shall apply directly between Landlord and Sublessee as if the same were set forth herein and referred to Sublessee rather than Tenant.

This Consent and Agreement shall be deemed limited solely to the Sublease, and nothing herein shall be deemed Landlord’s consent to any further or additional sublease by Tenant or Sublessee or any assignment or transfer of the Lease or the Sublease.

Landlord, Tenant and Sublessee hereby confirm the provisions of Paragraph 21(D) of the Lease.

This Consent and Agreement shall not be effective, and Sublessee shall not enter into possession of the Subleased Premises, unless and until Landlord shall receive a copy of this Consent and Agreement executed by Tenant and Sublessee as provided below. If Landlord shall not have received a copy of this Consent and Agreement executed by Tenant and the Sublessee within 90 days of the date hereof, this Consent and Agreement shall be void.


Very truly yours: FRANKMON LLC, a Delaware limited liability company

By:
Name:
Title:


Accepted and Agreed HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:
Date:

[Sublessee]

[a ____________]


By:
Name:
Title:
Date:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT P-1

PARKING CONFIRMATION

THIS CONFIRMATION is dated ________________ and is entered into pursuant to Article 37 of that certain Office Lease dated as of September 30, 2002 (as amended and modified, the “Lease”) between FRANKMON LLC, a Delaware limited liability company (“Landlord”) and HYATT CORPORATION, a Delaware corporation (“Tenant”). The Lease covers certain premises at 71 South Wacker, Chicago, Illinois (the “Building”).

Landlord and Tenant hereby confirm that the parking spaces listed below [indicate space no. and which garage] located in the Building’s parking garage are licensed to Tenant. This Confirmation shall supersede all prior Confirmations.

The terms of such license are those provided for in said Article 37 and in Exhibit P-2 to the Lease.

Landlord shall have the right, from time to time, upon reasonable prior notice to Tenant, to designate different parking spaces to be licensed to Tenant and Tenant shall have the right, from time to time, subject to the applicable terms and conditions of the Lease, to increase or decrease the number of parking space to be licensed to it. Upon any such designation, increase or decrease Landlord and Tenant shall execute a superseding Confirmation.


FRANKMON LLC, a Delaware limited liability company						HYATT CORPORATION, a Delaware corporation

By:						By:
Name:						Name:
Its:						Its:

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT P-2

TERMS OF PARKING LICENSE

As used in this document (this “License”), (i) the term “Building” shall refer to 71 South Wacker Drive, Chicago, Illinois, (ii) the term “Lease” shall mean the lease to which this document is attached, (iii) the term “Licensor” shall refer to the Landlord under the Lease and (iv) the term “Licensee” shall refer to the Tenant under the Lease.

This License sets forth the terms and conditions applicable to the parking spaces in the Building’s parking garage licensed by Licensor to Licensee (the “Parking Spaces”).

Licensee shall pay to Licensor or Licensor’s agent in the office of the Building, or at such other place as Licensor may from time to time designate in writing, a monthly fee for each Parking Space at the rate established by Licensor from time to time in accordance with the Lease (the “Fee”). The Fee shall be payable on or before the first day of each month in advance. Licensor shall give Licensee not less than forty-five (45) days’ prior written notice of any change in the Fee.

This License will terminate upon the expiration or earlier termination of the Lease. Upon the termination of this License Licensee agrees to surrender possession of the Parking Spaces immediately (without receipt of demand for fees, notice to quit or demand for possession), and Licensee hereby grants to Licensor the right, with or without process of law, to expel Licensee from the Parking Spaces, and Licensor may use such force in expelling Licensor as may be reasonably necessary, and Licensor may repossess itself of the Parking Spaces, but said entry shall not constitute a trespass or forcible entry or detainer, nor shall it cause a forfeiture of fees due by virtue thereof. Licensee waives all notice of any election made by Licensor hereunder, demand for fees, notice to quit, demand for possession and all notice and demand whatsoever. If the number of Parking Spaces licensed to Licensee shall be reduced or if Licensor shall designate different Parking Spaces for Licensee, the provision of this Section 2 shall be applicable to the Parking Spaces to be given up by Licensee.

The Fee does not include parking taxes or similar fees or assessments relating to Licensee’s use of the Building for parking, which may be imposed by any applicable taxing authority, including, without limitation any state, municipal or federal agency or other regulatory body. Licensee shall be responsible for the payment of all such taxes, fees and similar assessments now or hereafter imposed upon Licensor or Licensee in connection with Licensee’s use of the Building for parking in accordance with the License.

Use of the Parking Spaces shall be limited to employees of Licensee or of any other occupant of the premises demised by the Lease (including subtenants) and their respective vehicles, and such employees and vehicles shall be designated by Licensee to Licensor from time to time. Licensee may change such designations at any time upon notice to Licensor or its parking operator in accordance with such procedures as Licensor may reasonably adopt. Such procedures shall include reasonable provision for temporary or “loaner” vehicles. Licensee shall not permit any person or vehicle other than those designated as provided for above to use the Parking Spaces.

5.	No more than one (1) vehicle per Parking Space shall be parked or stored at any one time.

Licensee shall obey and cause its employees to obey the Parking Rules and Regulations attached hereto and such reasonable amendments and modifications thereto as Landlord shall from time to time promulgate, including with respect to implementation of the arrangements described in Section 16 below. Licensor shall make reasonable efforts to have others comply with the Parking Rules and Regulations.

7.	This License is for self-service parking only and does not include the right to any additional services, which services may be made available by Licensor from time to time at an additional charge.

Licensor and its agents and employees shall not be liable for loss or damage to any vehicle within the Parking Spaces or the garage and/or to the contents of any such vehicle caused by fire, theft, explosion, freezing of circulation system of any vehicle, strikes, vandalism, riots or by any other acts of God and Licensee waives any claim against Licensor and its employees and agents for and in respect thereto.

9.	The relationship between Licensor and Licensee constitutes only a license to use the Parking Spaces and the garage. Neither this License nor the parking of any vehicle shall constitute or give rise to a bailment or create the relationship of bailor and bailee.

10.	Except for notices under Section 4 (which may be given by any reasonable manner), all notice hereunder shall be given in accordance with the Lease.

11.	In the event the garage or Building shall be damaged by fire or other casualty, the Fee shall be abated with respect to any Parking Space rendered unusable until it again becomes usable.

12.

If all or any part of the garage is taken by eminent domain proceedings, Licensor shall be entitled to all of the award in the proceedings. If the entire garage is taken, this License shall terminate. In the event of a partial taking, Licensor may reduce the number of Parking Spaces in proportion to the extent of such partial taking upon written notice to Licensee.

13.	This License shall be subject and subordinate to any mortgage or ground lease to which the Lease is subject and subordinate and shall be entitled to the benefit of any subordination, non-disturbance and attornment agreement to which the tenant under the Lease is a party.

14.

Licensee covenants not to cause any waste or damage or disfigurement or injury to the garage. Licensee agrees that if, in the Licensor’s reasonable judgment, Licensee’s vehicle(s) shall become a hazard or nuisance to person(s), other vehicles, the garage or the Building while parked in the garage, Licensee’s vehicle(s) shall be removed from said garage by Licensor’s personnel, or its agents, and any charges or costs incurred in the removal shall be borne by Licensee.

15.

The Parking Spaces, subject to the limitations on access thereto set forth in Exhibit S of the Lease and the limitations on Tenant’s use set forth in Article 37 of the Lease, shall be available for use at all times; provided, however, that (a) as provided in said Exhibit S, vehicular access to the Arcade Place garage shall not be available during hours other than 5:30am to 5:30pm on Business Days (but pedestrian access from the Building lobby and vehicular egress shall be permitted at all times), and (b) Licensor shall have free access to all portions of the garage at all times and may close the garage, or any portion thereof, or access thereto at any time in an emergency, to make repairs and maintenance, to prevent a taking by adverse possession or prescription or to comply with any governmental order or directive. Where practicable Licensor shall give and post notice of such closure at least one (1) business day in advance. All the aforesaid acts may be done by Licensor without being liable to others by reason of inability to use the garage, except that the Fee shall abate in case of any closure or denial of access extending for more than one (1) business day.

16.

Any licensee of a Parking Space in the Arcade Place garage arriving at the Building when the Arcade Place garage is closed to vehicular access as provided for above shall have the right to enter the Lower Wacker Drive garage and park in any empty space in the Lower Wacker Drive garage, provided such licensee removes its vehicle from such space no later than when the Arcade Place garage next opens for vehicular access. Any licensee of a Parking Space in the Lower Wacker Drive garage whose Parking Space is occupied by a vehicle parked pursuant to the preceding sentence shall have the right to park in any other space in the Lower Wacker Drive garage, provided such licensee removes its vehicle from such other space no later than when the Arcade Place garage next opens for vehicular access.

17.	All spaces in the Arcade Place garage and, except as for temporary use of spaces in the Lower Wacker Drive garage as provided for in Section 16 above, all spaces in the Lower Wacker Drive garage shall be specifically reserved dedicated spaces.

18.

Licensee shall, when using the parking facilities of said garage, observe and obey all signs regarding fire lanes and no parking zones, and when parking always park between designated lines. Licensor reserves the right, without notice, to tow away, or otherwise impound, at the expense of the owner or operator, any vehicle which is improperly parked or parked in a fire lane or a no parking zone or any vehicle in violation of Section 16; provided, however, that in the case of any such violation of Section 16 by Licensee or any of its employees, Licensee shall also be responsible for such expense.

19.

In the event a key or other access device is supplied by Licensor to Licensee in connection with the rights granted herein, Licensee will surrender such key or access device to Licensor upon termination of this License. Licensee agrees at all times, to display a proper identification card, windshield sticker or other identification as Licensor may from time to time require.

20.

Licensee shall pay within ten (10) days of demand all out-of-pocket costs and expenses (including the reasonable attorneys fees) incurred by Licensor in enforcing this License or in any defending any claim against Licensor arising out of any act or omission of Licensee or any person using any Parking Space under this License.

21.	Except as provided in Section 4 above, Licensee agrees not to transfer or convey in any manner, whether by operation of law or otherwise, this License or its right to use the Parking Spaces. This License may not be recorded in any governmental recording office.

22.	Ingress and egress from the garage shall be subject to Licensor’s security procedures. Nothing in this License shall require Licensor to provide attendants or other personnel in the garage or to service the garage during any hours.

PARKING RULES AND REGULATIONS

1.	No one shall be permitted to park in any driveway, entrance or entranceway, exit or exitway fire lane, ramp or roadway.

2.	Any motor vehicle parked in the parking space must be in working order and have current license tags.

3.	Parking spaces may not be used for any purpose other than the parking of a vehicle and no commercial or other activity shall be carried on from the parking areas.

4.	No repairs (other than emergency repairs) or washing vehicles shall be permitted to be made or done in any of the parking spaces.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT S

SECURITY SPECIFICATIONS

Building Security and Mail, Package and Freight Handling

I.	Security Management Systems

1.1

Landlord will furnish, install, maintain and operate a computer-based Security Management System (SMS) providing centralized and distributed monitoring and access control. The SMS will be state-of-the-art when installed.

1.2

The SMS will include Card Access Control Points at all (except where noted) of the following locations:

1.2.1

Garage Elevator Vestibules and Call Buttons (applicable levels)

1.2.2

Garage Vehicle Entries and Exits

1.2.3

Loading Dock Personnel Doors (Exterior)

1.2.4

Loading Dock Service Corridors

1.2.5

Service Corridor Entries (First Floor)

1.2.6

Passenger Elevators serving the Premises

1.2.7

Lobby Turnstiles

1.2.8

Courier Delivery Door (Exterior)

1.2.9

Freight Elevators (These shall be programmable on a floor by floor basis)

1.2.10

Freight Elevator Vestibules (As required)

1.2.11

Critical Infrastructure and Utility Rooms (e.g., UPS, Generator, Switchgear, Primary Electric, Water Service, etc.)

1.2.12

Roof Access (Bustle and High Rise)

1.2.13

Fitness Center Entry Doors (and check-in / check-out readers)

1.2.14

Franklin Street Entrance

1.3

The SMS will include Alarm Monitoring Points at all (except where noted) of the following locations:

1.3.1

Card Access Control Points

1.3.2

Building Perimeter Doors without Card Access Control Points (including overheads at loading dock and parking)

1.3.3

Secondary (non-critical) Infrastructure and Utility Rooms (e.g., Telecom, HVAC)

1.3.4

Special areas with open daytime operation and secured off-hours access

1.3.5

Building exit only doors (local and remote alarms)

1.3.6

Retail doors

1.4

The SMS will include CCTV cameras monitoring:

1.4.1

All Card Access Control Points, except as noted in Section 1.5.

1.4.2

The entire Building perimeter as well as the parking garage, loading dock, visitor desks and all screening locations.

1.5

Traveling cables, supporting card readers and CCTV cameras, as well as CCTV cameras themselves, will be provided in all freight elevators and garage elevators. Traveling cables supporting card readers and CCTV cameras will be provided in all passenger elevators serving the Premises. Tenant may install at its cost CCTV cameras in any or all passenger elevators serving the Premises. All Tenant-installed CCTV cameras will feed into the Building security command center and, if Tenant elects, into Tenant’s Security System.

1.6

The CCTV equipment will monitor and record activity at all times and is intended to assist in the deterrence of inappropriate activity. The CCTV equipment will also assist security staff in the assessment of alarms generated by the SMS by providing automated call-up of alarm origination areas and time lapse recording/archiving. Recording will be facilitated through the use of digital technology.

1.7

Without limiting the above, the SMS will include the devices shown on Plans SD LEG, SD2.00A, SD2.00B, SD2.01, SD2.02 and SD2.04 dated August 1, 2002 revised August 28, 2002.

1.8

Control of the SMS (including monitoring CCTV and responding to alarms) will be located at a ground floor security command center behind the Franklin Street visitors desk. This security command center will also serve as the crisis center for the Building’s fire alarm and monitoring system.

1.9

The SMS will include a Video Badging System to facilitate the issuance of Building ID Cards to occupants and encoded Visitor Entry Cards to visitors.

1.10

The SMS (including all Card Access Control Points) will accommodate the use of Employee ID Cards issued by Tenant, in lieu of Building ID Cards, so long as the Employee ID cards use Nextwatch encoding or other encoding compatible with Nextwatch. Whenever Tenant issues an Employee ID card, Tenant shall cause it to be taken to the building security office and registered. Further, Tenant shall notify the building security office, from time to time, whenever a Tenant employee

S-2

or other person authorized by Tenant loses access privileges or has his/her Employee ID card deactivated so that the building security office will be able to deactivate such Employee ID card on the SMS. No person to whom Tenant has issued such an Employee ID card with encoding as described in the first sentence of this Section 1.10 shall be required to obtain or carry a Building ID Card in order to gain access to the Building or any portion thereof to which access is controlled by the SMS.

1.11

The SMS will include an Electronic Visitors Access System, so that all tenants are capable of electronically pre-notifying the Franklin Street and the Wacker Drive visitor desks in order to accelerate visitor processing.

1.12

Tenant will be permitted, from time to time, to review access lists and to affect changes in the programming of all Card Access Control Points

1.12.1

providing access to its Premises, or

1.12.2

providing access from passenger and freight elevators to any full floor leased or occupied by it (i.e., the Card Access Control Points in such elevator which control the opening of the elevator doors on any such floor).

Landlord will cooperate in the implementation of such programming.

1.13

The SMS will include an Intercom System to facilitate communications between the command center or the Franklin Street visitor’s desk and all Building perimeter entries, including garage entries, and distress stations in the garage.

1.14

The SMS will include a Guard Tour System to assist building management in auditing staffing procedures and to provide a record of area and door checks as defined.

II.

Tenant’s Security System

2.1

Tenant will be permitted to install its own security system to control all doors into or within the Premises.

2.2

Subject to the terms of the Lease, Tenant will be permitted, from time to time, to determine the policy for access to its Premises or for access from passenger and freight elevators to any full floor leased or occupied by it (i.e., the opening of the elevator doors on any such floor). Landlord will cooperate in the implementation of such policy.

III.

Building Access Control

3.1

In all cases:

3.1.1

all entry into the Building will require the presence (or response in person) of a security guard; and

S-3

3.1.2

access will not be granted by means of the security system alone.

This Section 3.1 shall be required to be complied with only if and for so long as Landlord or Tenant or any other Participant shall so require from time to time, it being understood that (a) if one such person shall require that this Section 3.1 be complied with and the others shall not, the person requiring that this Section 3.1 be complied with shall prevail, and (b) this sentence shall be applicable separately to each Building entrance (except that the Franklin Street and Wacker Drive entrances shall be treated the same). Landlord shall notify tenant whenever Landlord or any other Participant shall require or cease requiring that this provision be complied with.

3.2

Notwithstanding the provisions of this Lease which require the installation and use of magnetometers, such magnetometers shall be required to be used only if and for so long as Landlord or Tenant or any other Participant shall so require from time to time, it being understood that (a) if one such person shall require such use and the others shall not, the person requiring such use shall prevail, and (b) this Section shall be applicable separately to each Building entrance (except that the Franklin Street and Wacker Drive entrances shall be treated the same). Landlord shall notify Tenant whenever Landlord or any other Participant shall require or cease requiring the use of any magnetometers.

3.3

Notwithstanding the provisions of this Lease which require the installation and use of X-ray machines, such X-ray machines shall be required to be used only if and for so long as Landlord or Tenant or any other Participant shall so require from time to time, it being understood that (a) if one such person shall require such use and the others shall not, the person requiring such use shall prevail, and (b) this Section shall be applicable separately to each Building entrance (except that the Franklin Street and Wacker Drive entrances shall be treated the same). Landlord shall notify Tenant whenever Landlord or any other Participant shall require or cease requiring the use of any X-ray machines.

IV.

Primary Pedestrian Entrances

4.1

The primary pedestrian entrances will be the

4.1.1

Franklin Street entrance, which will be open at all times.

4.1.2

Wacker Drive entrance, which will be open on Business Days from 7:00 am to 7:00 pm.

4.2

Whenever an entrance is open it will be staffed at least at the level provided in Section 9.2 below.

S-4

4.3

All persons entering from the Building garage will be required to pass through the Franklin Street entrance security facilities.

4.4

Each entrance will be equipped with at least:

4.4.1

a visitor desk,

4.4.2

three (3) turnstile lanes with access control barrier type turnstiles,

4.4.3

three (3) magnetometers, and

4.4.4

two (2) X-ray machines.

4.5

The following entrance procedures will be in effect at each entrance whenever it is open:

4.5.1

Building occupants with Building ID Cards or Employee ID Cards will proceed directly to the turnstiles, present their Building ID Cards or Employee ID Cards to a proximity reader, and proceed through the turnstiles to screening.

4.5.2

Visitors will report to the visitors’ desk. Upon review of their government issued photo identification, such as a driver’s license, and confirmation of their authorization to enter, the visitors’ desk personnel will issue an encoded Visitor ID Card. Visitors will then proceed to turnstiles, present their Visitor ID Cards to a magnetic stripe reader, and proceed through the turnstiles to screening.

4.5.3

Visitor authorization to enter will be facilitated by an Electronic Visitor Access System and by submission of guest lists by authorized tenant representatives. All other visitors will receive authorization via a telephone call placed by the visitor desk personnel to an authorized tenant representative.

4.5.4

After passing through the turnstiles, (a) subject to Section 3.2, all persons will be screened by Building security personnel through magnetometers and (b) subject to Section 3.3, all briefcases, handbags, purses and packages being brought into the Building will be screened by Building security personnel through an X-ray machine or opening and inspection as required.

4.6

Exiting through the dedicated exit lane will be free and open at all times. During Regular Business Hours all persons exiting through the exit lane may proceed directly out of the Building. At all other times, all persons exiting through the exit lane will be required to report to the visitor desk and present their Building ID Card, Employee ID Card or Visitor ID Card to a reader at that location to record their exit.

S-5

4.7

Persons going to the garage will be required to present their Building ID card or Employee ID Card to a reader at the garage vestibule.

V.	Contractor/Building Mailroom Entrance

5.1

All personnel of any contractor (Landlord’s contractors and the contractors of any tenant) will be required to enter and exit the Building through the Contractor/Building Mailroom entrance on Arcade Place, subject to Sections 5.8 and 5.10 below.

5.2

The Contractor/Building Mailroom entrance will be open during Regular Business Hours.

5.3

Whenever the Contractor/Building Mailroom entrance is open it will be staffed at least at the level provided by Section 9.2 below.

5.4

The Contractor/Building Mailroom entrance will be equipped with at least:

5.4.1

a guard station or desk,

5.4.2

card readers,

5.4.3

a magnetometer, and

5.4.4

an X-ray machine.

5.5

The following entrance procedure will be in effect at the Contractor/Building Mailroom entrance whenever it is open.

5.5.1

Contractor personnel with Building ID Cards will register their entry on a card reader and proceed to screening.

5.5.2

Contractor personnel without a Building ID Card will proceed to the guard station or desk. Upon review of government issued photo identification, such as a driver’s license, and confirmation of authorization to enter, the guard will issue an encoded Visitor ID Card. Contractor personnel will register their entry on a card reader and proceed to screening.

5.5.3

After registering entry, (a) subject to Section 3.2, all contractor personnel will be screened by Building security personnel through magnetometers and (b) all bags, cases, packages and other items being brought into the Building will be screened by Building security personnel through an X-ray machine or opening and inspection as required.

5.6

All contractor personnel shall use only the freight elevator except as provided in Section 5.10.

S-6

5.7

All Contractor personnel exiting the Building will be required to present their Building ID Card or Visitor ID Card to a card reader to record their exit.

5.8

When the contractor entrance is not open, contractor personnel will enter and exit through the Franklin Street entrance, subject to the Section 4 above.

5.9

If the Contractor/Building Mailroom Entrance is used by any persons other than contractor personnel, such person shall also be subject to the procedures set forth in this Section 5.

5.10

Notwithstanding the foregoing until the 271st day following the Rent Commencement Date contractor personnel going to the Mayer Brown floors may also enter the Building through the garage entrance on Arcade Place and use the MB Passageway as defined by Exhibit MB of the Lease to access the passenger elevators serving the Mayer Brown floors. Landlord shall not be required to screen such contractor personnel but shall restrict such contractor personnel from accessing any portion of the Building other than the Mayer Brown floors.

VI.

Building Mailroom

6.1

All incoming and outgoing mail and small packages of Landlord or any Building tenant will be required

6.1.1

to enter and exit the Building through the Contractor/Building Mailroom entrance on Arcade Place and

6.1.2

to use the Building mailroom, subject to Section 6.9 below.

6.2

The Building mailroom will be open during Regular Business Hours.

6.3

Whenever the Building mailroom is open it will be staffed at least at the level provided by Section 9.2 below. Landlord will retain a bonded mailroom contractor to staff and operate the Building mailroom and to provide the other services described in this Section 6 (except that the services referred to in Section 6.6 shall be provided by Building security personnel).

6.4

Messengers and delivery personnel will be permitted to enter the Building mailroom, but will not be permitted to enter the balance of the Building unless each complies with the procedures applicable to Contractor personnel under Section 5 and then such messengers and delivery personnel shall use only the freight elevators.

6.5

The Building mailroom entrance will be equipped with at least:

6.5.1

a counter, messenger waiting area and mail and package holding area, including separate bins for each tenant, and

6.5.2

an X-ray machine.

S-7

6.6

All incoming mail and packages will be screened by Building security personnel through an X-ray machine and then sorted into separate bins for each tenant.

6.7

All outgoing mail and packages will be held for pickup.

6.8

Tenant personnel may deliver to and pick up from the building mailroom as often as Tenant elects.

6.9

When the Building mailroom is not open, mail and packages will be handled at the Franklin Street entrance. Messengers and delivery personnel will be permitted to enter the Franklin Street entrance, but will not be permitted to enter the balance of the Building. All incoming mail and packages will be screened by Building security personnel through an X-ray machine, and Building security personnel will notify authorized tenant representatives that incoming mail or packages is available for pickup. Building security personnel will hold outgoing mail and packages for pickup.

VII.

Loading Dock

7.1

All large deliveries (i.e., all deliveries not handled under Section 6) will utilize the Building loading dock on Lower Wacker Drive.

7.2

The loading dock will be open during Regular Loading Dock Hours. Whenever the loading dock is open it will be staffed at least at the level provided in Section 9.2 below.

7.3

The loading dock will be equipped with at least:

7.3.1

a loading dock office,

7.3.2

card readers,

7.3.3

six (6) raised loading dock bays (three (3)) of which are equipped with dock levelers),

7.3.4

a magnetometer, and

7.3.5

a large X-ray machine.

7.4

Building security personnel located at the Lower Wacker Drive vehicular accessway will not permit any vehicle to enter the loading dock, until they have visually screened the vehicle and confirmed with the Building office or with authorized tenant representative that its delivery is authorized.

7.5

All materials received at the loading dock will be screened by Building security personnel through the large X-ray machine and will then be placed on the freight elevator by Building loading dock personnel.

S-8

7.6

Landlord will provide an ECD (explosive canine detection) team at the Building loading dock whenever the Building loading dock is open. This Section 7.6 shall be required to be complied with only if and for so long as Landlord or Tenant or any other Participant shall so require from time to time, it being understood that if one such person shall require that this Section 7.6 be complied with and the others shall not, the person requiring that this Section 7.6 be complied with shall prevail. Landlord shall notify Tenant whenever Landlord or any other Participant shall require or cease requiring that this Section 7.6 be complied with.

7.7

All persons proceeding beyond the dock area will be screened by Building security personnel through a magnetometer, and will either be (a) continuously accompanied by Building personnel while in the Building, or (b) subject to the procedures applicable to Contractor personnel under Section 5, and in such a case these procedures shall be carried out at the loading dock and not the Contractor/Building mailroom entrance.

VIII.

Parking Garage

8.1

Vehicular access to the parking garage will be from Arcade Place and Lower Wacker Drive.

8.2

Access to the parking garage accessed from Lower Wacker Drive will be available at all times. Vehicular access to the parking garage accessed from Arcade Place will be available from 5:30 am to 5:30 pm on Business Days.

8.3

The access and screening procedures and control mechanisms for the Parking Garage shall be as follows:

8.3.1

Peak Period Entry Procedures

8.3.1.1

All garage vehicle entries and exits shall be secured by overhead perimeter doors. Doors shall automatically open through the use of long range vehicle readers utilizing transponder tags issued to authorized garage users / tenants.

8.3.1.2

Once inside, vehicles will be stopped by a secondary crash barrier and a vehicle arm gate located at the end of the entry lane.

8.3.1.3

At this point the vehicle shall be visually inspected by security personnel stationed at these locations for specified contraband.

8.3.1.4

Drivers shall present their Building ID Card or Employee ID Card to a card reader in the drive lane to further verify their authorization to proceed.

8.3.1.5

Upon receiving a valid card transaction and a radio communication of a safe condition from the security personnel performing inspections, the Security Command Center (SCC) Operator shall lower the crash barrier using remote controls located there.

S-9

8.3.1.6

Once the barrier is lowered the vehicle arm gate shall raise, thereby permitting the driver to proceed into the garage without incident.

8.3.1.7

Vehicles found to contain specified contraband shall be requested to leave. At Lower Wacker, vehicles shall be provided with a turn-out lane prior to the barrier location. At Arcade Place, vehicles shall be requested to back out.

8.3.1.8

CCTV camera surveillance shall be used to assess exterior traffic conditions, barrier operation, identify vehicles and drivers, and assess vehicle inspection procedures. All CCTV camera views shall provide for increased recording and exception reporting based on electronic transactions and motion activation.

8.3.1.9

Vehicle detection loops shall be used to activate certain functions and provide safety detection for vehicle barriers.

8.3.1.10

Emergency “Up” buttons for crash barriers shall be provided at all security station locations associated with the entries, as well as the SCC to facilitate barrier enforcement under identified threat conditions.

8.3.1.11

Intercoms shall be located adjacent to the card reader in the drive lane to provide drivers with two-way communications assistance with the SCC.

8.3.2

Typical – Non-Peak and Off-Hours Entry Procedures

8.3.2.1

Same as Peak Period except that (a) security personnel stationed at or dispatched to these locations shall perform the tasks described in 8.3.1.3 and 8.3.1.5 and (b) there shall be no vehicular access to the Arcade Place garage during hours other than 5:30 am to 5:30 pm on Business Days.

8.3.3

Increased Threat – Non-Peak and Off-Hours Entry Procedures

8.3.3.1

Same as Peak Period.

8.3.4

Exit Procedures

8.3.4.1

All vehicles shall approach interior vehicle arm gates.

8.3.4.2

Vehicle detection loops shall provide for automatic raising of vehicle arm gate.

S-10

8.3.4.3

Drivers shall then present their building access credential to a card reader located in the drive lane to open the perimeter overhead door for exiting.

8.3.4.4

No staff intervention is anticipated for exiting.

IX.

Staffing

9.1

Landlord will employ for the Building a full-time dedicated security/life safety director with prior experience in the management of security and life safety systems and functions for a major downtown Chicago office buildings. Tenant will be permitted to interview Landlord’s proposed candidate for this position.

9.2

Landlord will provide security staffing at least equal to the following:


	PEAK	NON-PEAK	OFF-HOURS
Wacker Drive Entrance
Reception	2	1	0
Magnameter	2	1	0
X-Ray	2	1	0
Exit Control	1	1	0
Franklin Street Entrance
Reception	2	1	1
Magnatometer	2	1	1
X-Ray	2	1	0
Exit Control	1	1	0
Command/Control Office
Dir. Security/Life Safety	1	1	On Call
Security Manager	1	1	1
Arcade Place Parking Entrance
Parking Attendant	1	1	0
Lower Wacker Parking Entrance
Parking Attendant	1	1	1

S-11


	PEAK	NON-PEAK	OFF-HOURS
Delivery Center
X-Ray	1	1	0
Magnatometer	1	1	0
Loading Dock
Receiving	1	1	0
X-Ray/Magnatometer	1	1	0
Canine Unit	1	1	0
Roving
Guard	1	1	1

TOTAL	24	18	4

The term “Peak” will mean the hours of 7 am through 9:30 am and 11 am through 2 pm on Business Days; the term “Non-Peak” will mean all Regular Business Hours which are not Peak; and the term “Off-Hours” will mean all hours which are not Regular Business Hours.

9.3

Landlord will contract with a security contractor who is licensed and competent to provide armed personnel as Landlord may deem necessary. Regular security personnel will not be armed.

X.	Other.

10.1

All Building employees and all employees of regular Building contractors will be issued and will be required to carry Building ID Cards.

10.2

Landlord will develop and implement a property removal pass system.

10.3

Landlord will provide escort service within the Property limits upon request.

10.4

Landlord will provide an appropriate level of security measures for access to the Fitness Center and the Cafeteria. Security within these areas will be provided by the operator thereof.

10.5

Landlord will maintain a photo database containing photographs of all persons to whom Building ID Cards are issued and all persons holding Employee ID Cards functioning in lieu of Building ID Cards.

10.6

Landlord will provide structural barriers at the parking garage entrances. Landlord will use commercially reasonable efforts, working with the City of Chicago, to request the City to install appropriate vehicle barriers controlling Lower Wacker Drive.

S-12

10.7

Landlord will provide fixed barriers around the perimeter of the Building as shown in the Existing Drawings and Outline Specifications.

10.8

Landlord will provide restricted keyway system for all doors with Card Access Control Points and for all doors into sensitive areas.

10.9

Tenant will be permitted to furnish and install its own locksets for all spaces leased or occupied by it, provided that Tenant furnished Landlord with a reasonable number of keys for entry by Building personnel.

10.10

If the Building has, or comes to have, any entrance other than those covered by the foregoing provisions of this Exhibit (other than any entrances into retail spaces which do not also have access to the balance of the Building) (an “ Other Entrance ”) such Other Entrance shall be equipped and staffed as and shall be subject to the same procedures as the entrance covered by the foregoing provisions of this Exhibit most similar thereto.

10.11

Landlord shall be permitted to implement security procedures not required by this Exhibit S, but, subject to Sections 3.1, 3.2, 3.3 and 7.6, Landlord shall not eliminate or otherwise not perform any of the procedures required by this Exhibit S.

10.12

The term “ Required Equipment ” shall mean (a) the equipment required by this Exhibit S, and (b) any substitute equipment installed pursuant to this Section 10.12. Landlord shall not substitute other equipment for any of the Required Equipment without Tenant’s prior written consent. Provided that Landlord shall have demonstrated to Tenant’s reasonable satisfaction that such substitute other equipment has equivalent or better functionality, Tenant shall not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be required to consent to any equipment in substitution for any of the equipment required by this Exhibit S not theretofore purchased, installed and placed in service.

S-13

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT CC

COMMENCEMENT CONDITIONS

The Commencement Conditions shall be deemed satisfied when the following has occurred:

1.	The structure of and below and two floors immediately above the Premises, including, in such portions of the Building, (a) Landlord’s Telecommunications Infrastructure, and (b) all shafts and openings for Tenant’s Telecommunications Infrastructure.

2.	The floor slabs for all floors on which the Premises are located and the floor immediately above the Premises shall have been placed and cured (not less than 90% of each floor cured for not less than 28 days and the balance cured for not less than 5 days).

3.	All fireproofing on all floors on which the Premises are located shall be completed.

4.	The curtain wall surrounding the floors on which the Premises are located shall be completed, except for the hoist bay curtainwall openings on each floor.

The core walls shall be completed on all floors on which the Premises are located, including all core doors (except washroom doors and janitor closet doors), stairway doors and elevator doors. Shaftwall/drywall at core walls shall be sanded and taped. All installed doors to have minimum code required hardware.

6.	The Premises and the floors on which the Premises are located shall be watertight.

7.	The smoke seal shall be installed at the perimeter between the slab edge and the curtainwall for all floors on which the Premises are located.

8.	Fireproofed columns will be exposed.

9.	The work referred to on Exhibit D of the Workletter shall be completed.

10.	The electric baseboard heating equipment in the Premises shall be installed.

11.	The medium pressure ductwork loop shall be installed on all floors on which the Premises are located.

12.	The sprinkler main and a temporary loop shall be installed and operational on all floors on which the Premises are located.

13.	The main electrical risers shall be installed up to and through all floors on which the Premises are located, and all permanent base building main distribution panels on such floors shall be installed.

14.	All facilities required for temporary electric up to and including 200 amp 208/120 volt temporary panels on two different floors of the Premises shall be installed and operational.

15.	All plumbing riser pipe, including domestic water, chilled water, condenser water, drain and vent, shall be installed up to and through the floors on which the Premises are located and all main branch piping on such floors shall be installed.

16.	Two hoists shall be in service and available to Tenant as required by the Workletter.

17.	All controlled inspections, including welding, high strength bolting, concrete and fireproofing/smoke seal, shall have been completed and passed and Landlord shall have furnished Tenant with evidence thereof.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT CW

CONDENSER WATER

Tenant shall not at any time draw condenser water in excess of an aggregate of 100 tons to serve its Premises, plus one ton for every 2,500 square feet of Rentable Area added to the Premises from time to time.

The cost of condenser water charged to Tenant shall be $103.50 per annum per connected ton of Tenant’s condenser water using equipment (excluding back-up or redundant equipment). Alternatively, condenser water usage may be metered at the supply connection and charged at a rate of $0.0001/gallon.

Recap of cost of condenser water system :


		Energy cost		= $33/ton year
		Make-up water		= $25.50/ton year
		Chemicals		= $42/ton year
		Maintenance		$3/ton year

		Total		= $103.50/ton year

This cost is converted to a cost per gallon of condenser water as follows:

$103.50

1 year

1 day

1 hour

1 ton

= $0.0001/gal

ton year

365 days

24 hrs

60 min

2 gal. per min

The energy cost component of the above rates shall be adjusted annually to reflect changes in the rates at which Landlord purchases electricity.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT OTHVAC

OVERTIME HVAC OPERATIONS

Tenant shall be charged for overtime HVAC on a per floor basis as follows:

June, July, August, September – Monday through Friday 7:00pm – 10:00pm


No. of Floors	1		2		3		4		5
Electric Charge	$	11.37	$	16.05	$	20.12	$	24.25	$	27.76
Capital Amortization	$	5.91	$	11.83	$	17.74	$	23.03	$	29.54
Total	$	17.28	$	27.88	$	37.86	$	47.88	$	57.30
Cost Per Floor	$	17.28	$	13.94	$	12.62	$	11.97	$	11.46

June, July, August, September – Monday through Friday 10:00pm – 7:00am, Saturday, Sunday, Holiday


No. of Floors	1		2		3		4		5
Electric Charge	$	4.81	$	6.78	$	8.50	$	10.26	$	11.73
Capital Amortization	$	5.78	$	11.56	$	17.33	$	23.14	$	28.92
Total	$	10.59	$	18.34	$	25.83	$	33.40	$	40.65
Cost Per Floor	$	10.59	$	9.17	$	8.61	$	8.35	$	8.13

May, October

***


No. of Floors	1		2		3		4		5
Electric Charge	$	10.32	$	14.56	$	18.26	$	22.00	$	25.18
Capital Amortization	$	5.91	$	11.82	$	17.74	$	23.64	$	29.52
Total	$	16.23	$	26.38	$	36.00	$	45.64	$	54.70
Cost Per Floor	$	16.23	$	13.14	$	12.00	$	11.41	$	10.94

November through April

****


No. of Floors	1		2		3		4		5
Electric Charge	$	3.34	$	4.66	$	5.93	$	7.25	$	8.51
Capital Amortization	$	5.91	$	11.82	$	17.74	$	23.63	$	18.89
Total	$	9.25	$	16.48	$	23.67	$	30.88	$	27.40
Cost Per Floor	$	9.25	$	8.24	$	7.89	$	7.72	$	5.48

For more than 5 floors overtime HVAC cost shall be charged at the 5 floor rate price for each additional floor.

The electric charge component of the above rates shall be adjusted annually to reflect the changes in the rates at which Landlord purchases electricity during each applicable period.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT MB

MB CONSTRUCTION PASSAGEWAY

(See Attached)

LOGO

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT PSER

PERMITTED SUPERIOR EXPANSION RIGHTS

(See Attached)

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT PSER

PERMITTED SUPERIOR EXPANSION RIGHTS

ARTICLE 35

(See Attached)

The following, except to the extent same has been modified by: First Amendment dated as of December 31, 2002; Second Amendment dated as of June 10, 2003; and Third Amendment dated as of July 15, 2004.

ARTICLE 35.

Expansion, Right of First Offer, and Renewal

(A) Certain Definitions. As used herein:

(i) The term “ Ninth Floor Premises ” shall mean the entire ninth (9th) floor of the Building, consisting of approximately 31,066 square feet of Rentable Area.

(ii) The term “ First Renewal Term Expiration Date ” shall mean the fifth anniversary of the Initial Term Expiration Date and the term “ Second Renewal Term Expiration Date ” shall mean the fifth anniversary of the First Renewal Term Expiration Date.

(iii) The term “ Hyatt Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and HG Group, Inc., as originally entered into. The term “ Mayer Brown Lease ” shall mean the lease dated as of September 30, 2002, between Landlord and Mayer Brown Rowe & Maw, as originally entered into.

(iv) If (1) Tenant exercises neither the South Contraction Option nor the Full Contraction Option, or (2) if Tenant exercises the South Contraction Option (and not the Full Contraction Option) and exercises the South Rescission Option, then (a) the term “ Variable Premises ” shall mean the 8 ^th Floor Premises, (b) the term “ First Expansion Premises ” shall mean the Ninth Floor Premises, (c) the terms “ Second Expansion Premises ” and “ Senior ROFO Space ” shall mean the Ninth Floor Premises, and (d) if Tenant shall exercise the First Expansion Option, the Second Expansion Option shall be null and void.

(v) If Tenant exercises the South Contraction Option (and not the Full Contraction Option) and does not exercise the South Rescission Option, then (a) the term “ Variable Premises ” shall mean the North Eighth Floor Premises, (b) the term “ First Expansion Premises ” shall mean the Ninth Floor Premises, (c) the term “ Second Expansion Premises ” shall mean (i) if Tenant shall not have exercised the First Expansion Option, then either (x) the South Eighth Floor Premises, (y) the Ninth Floor Premises (subject to clause (3) of the last sentence of Paragraph 35(D)(v)), or (z) both, as Tenant shall specify in its Second Expansion Notice, or (ii) if Tenant shall have exercised the First Expansion Option, the South Eighth Floor Premises, and (d) the term “ Senior ROFO Space ” shall mean (i) if Tenant shall not have exercised the First Expansion Option, the South Eighth Floor Premises and the Ninth Floor Premises, or (ii) if Tenant shall have exercised the First Expansion Option, the South Eighth Floor Premises.

(vi) If Tenant exercises the Full Contraction Option (and not the South Contraction Option), then (a) the term “ Variable Premises ” shall refer to nothing, (b) the term “ First Expansion Premises ” shall mean either (x) the North Eighth Floor Premises only, or (y) the Eighth Floor Premises, as Tenant shall specify in its First Expansion Notice, (c) the terms “ Second Expansion Premises ” and “ Senior ROFO Space ” shall refer to (i) if Tenant shall exercise the First Expansion Option with

respect to the North Eighth Floor Premises only, the South Eighth Floor Premises, or (ii) if Tenant does not exercise the First Expansion Option, the Eighth Floor Premises, and (d) if Tenant shall exercise the First Expansion Option with respect to the Eighth Floor Premises, the Second Expansion Option shall be null and void.

(vii) The term “ South Eighth Floor Premises ” shall mean the portion of the 8 ^th floor shown on Exhibit C-7 hereto, consisting of approximately 15,533 square feet of Rentable Area.

(viii) The term “ North Eighth Floor Premises ” shall mean the portion of the 8th floor shown on Exhibit C-8 hereto, consisting of approximately 15,533 square feet of Rentable Area.

(ix) The term “ North Ninth Floor Premises ” shall mean the portion of the 9 ^th floor shown on Exhibit C-9 hereto, consisting of approximately 15,533 square feet of Rentable Area.

(B) South Rescission Option

(1)

If (a) Tenant shall have exercised the South Contraction Option, (b) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (c) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (d) this Lease shall then be in full force and effect, then Tenant shall have the one-time option to rescind its exercise of the South Contraction Option (the “ South Rescission Option ”).

(2)

Tenant shall exercise the South Rescission Option, if at all, by giving Landlord written notice of exercise (the “ South Rescission Notice ”), on or before the earlier to occur of (a) December 31, 2003 or (b) the 30 ^th day following Tenant’s receipt of written notice from Landlord that Landlord is in active negotiations for the leasing of any portion of the South Eighth Floor Premises to a prospective tenant named in such notice (a “ South Rescission Acceleration Notice ”); provided, however, that if no such lease with such prospective tenant is executed and delivered within 120 days of such South Rescission Acceleration Notice, then (X) Landlord shall immediately so notify Tenant, and (Y) such South Rescission Acceleration Notice shall be null and void and the South Contraction Rescission Option shall be reinstated.

(3)

If Tenant timely exercises the South Rescission Option, then the South Contraction Option shall be deemed never to have been exercised.

Following exercise by Tenant of the South Rescission Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the South Eighth Floor Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the South Eighth Floor Premises.

(C) First Expansion Option. If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ First Expansion Option ”) to expand the Premises to include the First Expansion Premises upon the following terms and conditions:

(i) Tenant shall exercise the First Expansion Option, if at all, by giving Landlord written notice of exercise (the “ First Expansion Notice ”) on or before December 31, 2003. If Paragraph 35(A)(vi) and clause (b) thereof is applicable, then

(1)

Tenant shall specify in such First Expansion Notice whether the First Expansion Premises shall be (X) the North Eighth Floor Premises only, (Y) the Eighth Floor Premises, and

(2)

if Tenant fails to so specify the Second Expansion Premises, the Firs Expansion Premises shall be deemed to be the Eighth Floor Premises (i.e., as provided for in clause (Y)).

(ii) If Tenant timely exercises the First Expansion Option, then the First Expansion Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Primary Office Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the First Expansion Premises shall expire on the Initial Term Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G) below;

(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the First Expansion Premises, shall commence to be payable on the Rent Commencement Date;

(3)

the amount of Net Rent per square foot of Rentable Area with respect to the First Expansion Premises shall be equal to that applicable to the Primary Office Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

(4)

the Rentable Area of the Premises shall be increased by the Rentable Area of the First Expansion Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the First Expansion Premises, effective as of the Rent Commencement Date; and

(6)

the Workletter shall be applicable to the First Expansion Premises and, on account thereof, the Allowance provided for in the Workletter shall be increased by $62.00 per square foot of Rentable Area in the First Expansion Premises.

(D) Second Expansion Option. If (i) Tenant shall have not assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall have not subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ Second Expansion Option ”) to expand the Premises to include the Second Expansion Premises upon the following terms and conditions:

(i) If Paragraph 35(A)(iv) and clause (d) thereof is applicable or if Paragraph 35(A)(vi) and clause (d) thereof is applicable, then, in either such case, the Second Expansion Option shall be void and of no force or effect.

(ii) The term “ Second Expansion Option Scheduled Delivery Date ” shall mean the sixth anniversary of the Rent Commencement Date; provided, however, that Landlord shall have the right, by notice to Tenant given no later than the Second Expansion Option Rescheduling Deadline Date, to designate as the Second Expansion Option Scheduled Delivery Date any earlier date no earlier than the fifth anniversary of the Rent Commencement Date. Any such notice by Landlord shall be irrevocable, and shall relate to the entire Second Expansion Premises.

(iii) The term “ Second Expansion Option Rescheduling Deadline Date ” shall mean the 30th day after Landlord’s receipt of the Second Expansion Notice; provided, however, that Tenant shall have the right, by notice to Landlord (the “ Rescheduling Deadline Date Acceleration Notice ”), given no earlier than 30 days before the third anniversary of the Rent Commencement Date, to accelerate the Second Expansion Option Rescheduling Deadline Date to the 30th day after the date of the Rescheduling Deadline Date Acceleration Notice.

(iv) The term “ Second Expansion Option Exercise Deadline Date ” shall mean (a) if Tenant shall have given the Rescheduling Deadline Date Acceleration Notice, the 547 ^th day before the Second Expansion Option Scheduled Delivery Date, or (b) otherwise, the 547 ^th day before the fifth anniversary of the Rent Commencement Date.

(v) Tenant shall exercise the Second Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ Second Expansion Notice ”) on or before the Second Expansion Option Exercise Deadline Date. If Tenant fails to deliver the Expansion Notice by such date, Tenant shall be deemed to have waived its Second Expansion Option. If Paragraph 35(A)(v) and clause (c)(i) thereof is applicable, then

(1)

Tenant shall specify in such Second Expansion Notice whether the Second Expansion Premises shall be (X) the South Eighth Floor Premises, (Y) the Ninth Floor Premises, or (Z) both, and

(2)

if Tenant fails to so specify the Second Expansion Premises, the Second Expansion Premises shall be deemed to be both (i.e., as provided for in clause (Z)); and

(3)

if Tenant specifies as the Second Expansion Premises only the Ninth Floor Premises (i.e., as provided for in clause (Y)), then

(i)

Landlord shall have the right (the “ Ninth Floor Division Right ”), by notice to Tenant given within thirty (30) days of its receipt of the Second Expansion Notice, to substitute as the Second Expansion Premises the South Eighth Floor Premises and the North Ninth Floor Premises, and

(ii)

if Landlord shall exercise the Ninth Floor Division Right then, on or before the Second Expansion Option Rent Commencement Date, Landlord shall construct and finish in accordance with Building standards all corridors, elevator lobbies and other common areas on the 9 ^th floor required for the same to be occupied as a multi-tenant floor (the “ 9 ^th Floor Division Work ”).

(vi) If Tenant timely exercises the Second Expansion Option, then (i) on the Second Expansion Option Scheduled Delivery Date, Landlord shall deliver the Second Expansion Premises to Tenant with all Base Building Work therein complete and otherwise in “as-is” condition, and (ii) the Second Expansion Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Primary Office Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the Second Expansion Premises shall expire on the Initial Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

(2)

(i)

the date which is one hundred twenty (120) days after the later of (x) the date on which Landlord actually tenders possession of the Second Expansion Premises to Tenant in the condition required by this Paragraph 35(C)(v), and (y) the Second Expansion Option Scheduled Delivery Date, and

(ii)

the date Tenant commences to conduct ordinary business in the Second Expansion Premises;

provided, however, that (a) the Rent Commencement Date shall be determined separately with respect to any portion of the Second Expansion Premises that has been previously leased to Tenant for a term expiring immediately prior to the Second Expansion Option Scheduled Delivery Date and, with respect to such portion, the aforesaid period of 120 days shall be disregarded, and (b) if Landlord shall have exercised the Ninth Floor Division Right, then the Second Expansion Option Rent Commencement Date shall not be deemed to occur prior to the substantial completion of the 9 ^th Floor Division Work;

(3)

The amount of Net Rent per square foot of Rentable Area with respect to the Second Expansion Premises shall be equal to that applicable to the Primary Office Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1 .

(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Second Expansion Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Second Expansion Premises, effective as of the Second Expansion Option Rent Commencement Date; and

(6)

Landlord shall pay to Tenant an allowance (the “ Second Expansion Option Allowance ”) in an amount equal to $40.00 per square foot of Rentable Area in the Second Expansion Premises. The Second Expansion Option Allowance shall be used and disbursed in accordance with the provisions and procedures set forth in the Workletter (and Paragraph 24(C)); provided, however, that Tenant shall have the right to apply all or any portion of the Second Expansion Option Allowance as a credit against the Rent hereunder.

(vii) So long as Landlord has not granted any person rights which conflict with Tenant’s Second Expansion Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the Second Expansion Premises to Tenant on the Second Expansion Option Scheduled Delivery Date due solely to the failure of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Second Expansion Premises in the condition required by Paragraph 35(D)(v) by the date which is the 90th day after the Second Expansion Option Scheduled Delivery Date, Tenant shall have the option either, at it elects (a) by notice to Landlord given at any time prior to the delivery to Tenant of the Second Expansion Premises in the condition required by Paragraph 35(D)(v), to rescind its previous exercise of the Second Expansion Option, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s Second Expansion Option) and shall have no further obligation to deliver the Second Expansion Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, comparable in size to the Second Expansion Premises. Landlord will use commercially reasonable efforts to regain possession of the Second Expansion Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

(E) Tenant’s Right of First Offer.

(i) If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining term (excluding subleases pursuant to Paragraph 21(C)), (iii) neither Tenant’s First Renewal Option nor Tenant’s Second Renewal Option shall have lapsed without exercise, and (iv) neither this Lease nor Tenant’s right of possession of the Premises shall have been terminated and this Lease shall then be in full force and effect, then Landlord shall not lease any space on or below the 23rd floor of the Building (including by way of renewal, extension or expansion) to any person other than:

(1)

(a) the initial lease of such space; and (b) except with respect to any or all Senior ROFO Space, any renewal or extension of the initial lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such initial lease as originally entered into (it being understood that with respect to any or all Senior ROFO Space any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(2)

(a) any lease of such space effected pursuant to Paragraph 35(E)(vi); and (b) except with respect to any or all Senior ROFO Space, any renewal or extension of such lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such lease as originally entered into (it being understood that with respect to any or all Senior ROFO Space any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(3)

any Permitted Expansion of any lease entered into pursuant to subparagraphs 1 or 2 above;

(4)

except with respect to any or all Senior ROFO Space, any lease of such space effected pursuant to the exercise by the tenant thereunder of any expansion right or option (which phrase, as used in this Paragraph 35(E), shall include any firm option, right of refusal or right of offer) set forth in the Hyatt Lease or in the Mayer Brown Lease (“ Permitted Superior Expansion Rights ”) (it being understood that (1) with respect to any or all Senior ROFO Space any such expansion right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E) and (2) except for the Permitted Superior Expansion Rights and the Permitted Expansions referred to in Paragraph 35(E)(i)(3) above, all expansion rights and options now or hereafter granted to any person shall be subordinate to Tenant’s rights under this Paragraph 35(E));

(5)

(6)

any lease of the Fitness Center or the Cafeteria to any operator, licensee or concessionaire thereof;

(7)

any lease on the ground floor lobby level of the Building; and

(8)

any lease of premises to Tenant.

Landlord represents and warrants to Tenant that attached hereto as Exhibit PSER is a true and complete copy of provisions of the Mayer Brown Lease and the Hyatt Lease containing the Permitted Superior Expansion Rights, excluding the portion of such provisions setting forth the rent payable thereunder. For all purposes of this Lease, if, pursuant to Paragraph 35(F) or Paragraph 35(G), Tenant shall rescind the exercise of the First Renewal Option or the Second Renewal Option, then the First Renewal Option or the Second Renewal Option, as the case may be, shall be deemed to have lapsed without exercise.

(ii) Landlord may, from time to time, give one or more Offer Notices. The term “ Offer Notice ” shall mean a notice:

(1)

referring to this Paragraph 35(E);

(2)

(3)

setting forth the date (which shall be a single date and shall be no earlier than 30 days after and no later than (a) 547 days after the date of such Offer Notice if the Offer Space includes 3 or fewer full floors of the Building, or (b) otherwise, 912 days after the date of such Offer Notice) on which, if Tenant exercises its right pursuant to this Paragraph 35(E) to lease such Offer Space, Landlord reasonably believes, on the basis of written agreements then in effect, that it will be able to deliver to Tenant vacant possession thereof (the “ Scheduled Offer Space Delivery Date ”);

(4)

setting forth Landlord’s good faith opinion of the Fair Market Rental Value of the Offer Space; and

(5)

if no portion of such Offer Space is Senior ROFO Space and all or any portion of such Offer Space is subject to a Permitted Superior Expansion Right, so stating and identifying the lease containing such Permitted Superior Expansion Right (which shall be either the Hyatt Lease or the Mayer Brown Lease), and setting forth (i) the portion of such Offer Space subject thereto (including, if less than all of such Offer Space on a floor, a floor plan showing the same), and (ii) the date on which Landlord is required, if such Permitted Superior Expansion Right is exercised, to deliver such portion of such Offer Space to the holder of such Superior Expansion Right (the “ Permitted Superior Expansion Right Delivery Date ”).

(1)

if Tenant elects to lease and include in its Acceptance Notice any of such Offer Space on any floor of the Building then Tenant shall be obligated to lease and include in such Acceptance Notice all of such Offer Space on such floor of the Building;

(2)

if the Offer Space includes a block of two or more contiguous full floors (an “ Offer Space Block ”), then

(i)

(ii)

if N is less than M then the term “ Lower N Block ” shall be the block of N contiguous full floors within such Offer Space Block containing the lowest full floor thereof (or if N is one, just such lowest full floor) and the term “ Upper N Block ” shall be the block of N contiguous full floors within such Offer Space Block containing the highest full floor thereof (or if N is one, just such highest full floor), and

(A)

if only one of the N Blocks is contiguous to the Premises, Tenant shall lease and include in its Acceptance Notice, such N Block,

(B)

if both of such N Blocks are contiguous to the Premises, Tenant shall lease and include in its Acceptance Notice, either of such N Blocks (as Tenant shall elect), and

(C)

(3)

in case of any Recapture Offer Notice, the Acceptance Notice (herein, a “ Recapture Acceptance Notice ”)

(a)

(b)

must include all of such Offer Space;

(4)

(5)

(iv) If Tenant timely gives an Acceptance Notice then (i) on the Scheduled Offer Space Delivery Date, Landlord shall deliver the Accepted Offer Space to Tenant with all Base Building Work therein complete, ordinary wear and tear excepted, and otherwise in “as-is” condition (except that in the case of a Recapture Acceptance Notice such Accepted Offer Space shall be delivered in “as-is” condition), and (ii) the Accepted Offer Space shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Primary Office Premises, except to the extent, if any, otherwise provided below:

(1)

(a)

if prior to the giving of such Acceptance Notice, the First Renewal Notice shall have been given then the term of the letting of such Accepted Offer Space shall expire on the First Renewal Term Expiration Date, and the Accepted Offer Space shall be subject to Paragraph 35(G); provided, however, that if such First Renewal Notice shall have been or shall thereafter be rescinded pursuant to Paragraph 35(F)(iii) this clause (a) shall be disregarded;

(b)

if prior to the giving of such Acceptance Notice, the Second Renewal Notice shall have been given then the term of the letting of such Accepted Offer Space shall expire on the Second Renewal Term Expiration Date; provided, however, that if such Second Renewal Notice shall have been or shall thereafter be rescinded pursuant to Paragraph 35(G)(iii) this clause (b) shall be disregarded;

(c)

(d)

if such Accepted Offer Space or any portion thereof shall be located on the floor(s) on which the Second Expansion Premises are located and, at the time of Tenant’s giving of the Acceptance Notice with respect thereto, the Second Expansion Option shall not have lapsed without exercise, then the term of the letting with respect to such Accepted Offer Space or portion thereof shall expire on the earlier of (a) the date provided by the foregoing provisions of this Paragraph 35(E)(iv)(1), and (b) the day preceding the Second Expansion Option Scheduled Delivery Date; and

(e)

if Landlord shall have given a Recapture Offer Notice setting forth a Recapture Space Expiration Date that is later than the date on which (in the absence of this clause (e)) the term of the letting of such Accepted Offer Premises would expire pursuant to the foregoing provisions of this Section 35(E)(iv)(1) (any such Accepted Offer Premises being herein referred to as “ Long Term Recapture Space ”), the term of the letting of the Accepted Offer Space shall expire on such Recapture Space Expiration Date so set forth (the date of such expiration being herein referred to as the “ Long Term Recapture Space Expiration Date ”).

(2)

(a)

(b)

the date Tenant commences to conduct ordinary business in the Offer Space;

(3)

The amount of Net Rent with respect to the Offer Space shall be equal to:

(a)

except in the case of a Recapture Acceptance Notice, (x) if Tenant in its Acceptance Notice shall have agreed with Landlord’s estimate of the Fair Market Rental Value set forth in the Offer Notice, such Fair Market Rental Value so set forth, (y) otherwise, the Fair Market Rental Value of the Accepted Offer Space as determined pursuant to Paragraph 35(E)(viii); and

(b)

in the case of a Recapture Acceptance Notice, the greater of (x) the Fair Market Rental Value of the Accepted Offer Space, determined either by Tenant having agreed in its Recapture Acceptance Notice with Landlord’s estimate of the Fair Market Rental Value set forth in the Offer Notice or determined pursuant to Paragraph 35(E)(viii), and (y) that provided by the Recapture Space Rent Schedule.

(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Offer Space; and

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Accepted Offer Space, effective as of the Accepted Offer Space Rent Commencement Date.

(vi) (1)

If in response to any Offer Notice Tenant shall fail timely to deliver an Acceptance Notice (or the same shall be rescinded pursuant to Paragraph 35(E)(v)) then Landlord shall be permitted to lease all or any portion of the Offer Space covered by such Offer Notice to any person or persons for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice (and otherwise on such terms as Landlord shall determine in its discretion (subject to Tenant’s rights under this Paragraph 35(E) with respect to renewals,

extensions and expansions and Tenant’s rights under Paragraph 35(D) if applicable)); provided, however, that immediately subsequent to the original entering into of any such lease the space covered thereby shall again become subject to this Article such that Landlord shall not (except as permitted by the other provisions of Paragraph 35(E)(i), if and to the extent applicable) subsequently lease such space except pursuant to this Paragraph 35(E)(vi) based upon a subsequent Offer Notice given to Tenant with respect thereto.

(2)

If in response to any Offer Notice Tenant shall timely deliver an Acceptance Notice with respect to less than all of the Offer Space covered by such Offer Notice then Landlord shall be permitted to lease all or any portion of the balance of such Offer Space covered by such Offer Notice to any person or persons for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice (and otherwise on such terms as Landlord shall determine in its discretion (subject to Tenant’s rights under this Paragraph 35(E) with respect to renewals, extensions and expansions and Tenant’s rights under Paragraph 35(D) if applicable)); provided, however, that immediately subsequent to the original entering into of any such lease the space covered thereby shall again become subject to this Article such that Landlord shall not (except as permitted by the other provisions of Paragraph 35(E)(i), if and to the extent applicable) subsequently lease such space except pursuant to this Paragraph 35(E)(vi) based upon a subsequent Offer Notice given to Tenant with respect thereto.

(1)

that Landlord has a reasonable time to locate a tenant; and

(2)

that neither Landlord not such tenant is under any compulsion to rent.

If and to the extent that any arbitrator or other person determining the Fair Market Rental Value refers to or considers any transaction in which the landlord provided free rent or a tenant improvement allowance or any work to prepare the premises for the tenant’s occupancy, or any lease takeover or any other concession (all of the foregoing being herein called a “ Leasing Concession ”), then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted downward by subtracting the product of 12 multiplied by the amount which, if taken monthly over the term of such transaction, would have a net present value (using such interest rate as the arbitrator or other person applying this paragraph believes to be appropriate considering market practices) as of the commencement of such transaction equal to the amount of such Leasing Concession.

(F) First Renewal Option. Tenant shall have the option to extend the Term of this Lease as to the First Renewal Premises for five (5) years commencing upon the expiration of the initial term (the “ First Renewal Term ”).

(1)

the First Renewal Premises shall include the Original Premises, and

(2)

if any portion of First Possible Renewal Premises located on any floor are included in the First Renewal Premises all portions of the First Possible Renewal Premises located on such floor shall be included.

(iii) Tenant shall provide notice to Landlord (“ First Renewal Notice ”) of Tenant’s exercise of the First Renewal Options no later than the day 612 days prior to the Initial Term Expiration Date. On the day 567 days prior to the Initial Term Expiration Date (or, if such day is not a Business Day, on the next Business Day), Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its signed written good faith estimate of the Fair Market Rental Value (the “ Preliminary Estimates ”). Each Preliminary Estimate shall consist of only a single fixed dollar amount per square foot of Rentable Area. Tenant shall have the right, by notice to Landlord given within 20 days of the exchange of Preliminary Estimates, to rescind the First Renewal Notice, whereupon, if exercised, Tenant shall have no further rights to extend the Term pursuant to this Paragraph 35(F). If Tenant does not timely rescind the First Renewal Notice, Landlord and Tenant hereby agree to be conclusively bound to the renewal of this Lease for the First Renewal Premises for the First Renewal Term at the Fair Market Rental Value determined by arbitration pursuant to Article 36.

(iv) If the Premises includes any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during or after the Second Renewal Term then such Long Term Recapture Space shall be excluded from the First Possible Renewal Premises. If the Premises include any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during the First Renewal Term then (i) such Long Term Recapture Space shall be included in the First Possible Renewal Premises and (ii) if included by Tenant in the First Renewal Premises, the renewal thus effected with respect thereto shall be only for (and the Fair Market Rental Value provided for in this Article 35(F) shall be payable only for) the period commencing immediately after the Long Term Recapture Space Expiration Date with respect thereto and ending at the end of the First Renewal Term. This Paragraph 35(F)(iv) shall not be construed to result in the expiration of the letting of any Long Term Recapture Space prior to the Long Term Recapture Space Expiration Date with respect thereto.

(1)

that Landlord has a reasonable time to locate a tenant,

(2)

that neither Landlord nor such tenant is under any compulsion to rent.

If and to the extent that any arbitrator or other person determining the Fair Market Rental Value refers to or considers any transaction in which the landlord provided free rent or a tenant improvement allowance or any work to prepare the premises for the tenant’s occupancy, or any lease takeover or any other concession (all of the foregoing being herein called a “ Leasing Concession ”), then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted downward by subtracting the product of 12 multiplied by the amount which, if taken monthly over the term of such transaction, would have a net present value (using such interest rate as the arbitrator or other person applying this paragraph believes to be appropriate considering market practices) as of the commencement of such transaction equal to the amount of such Leasing Concession.

(G) Second Renewal Option. Tenant shall have the option to extend the Term of this Lease as to the Second Renewal Premises for five (5) years commencing upon the expiration of the First Renewal Term (the “ Second Renewal Term ”).

(1)

the Second Renewal Premises shall include the Original Premises, and

(2)

if any portion of Second Possible Renewal Premises located on any floor are included in the Second Renewal Premises all portions of the Second Possible Renewal Premises located on such floor shall be included; and

(iii) Tenant shall provide notice to Landlord (“ Second Renewal Notice ”) of Tenant’s exercise of the Second Renewal Options no later than the day 612 days prior to the First Renewal Term Expiration Date. On the day 567 days prior to the First Renewal Term Expiration Date (or, if such day is not a Business Day, on the next Business Day), Landlord and Tenant shall, at the Building’s management office, each simultaneously submit to the other, in a sealed envelope, its signed written good faith estimate of the Fair Market Rental Value (the “ Preliminary Estimates ”). Each Preliminary Estimate shall consist of only a single fixed dollar amount per square foot of Rentable Area. Tenant shall have the right, by notice to Landlord given within 20 days of the exchange of Preliminary Estimates, to rescind the Second Renewal Notice, whereupon, if exercised, Tenant shall have no further rights to extend the Term under this Paragraph 35(G). If Tenant does not timely rescind the Second Renewal Notice, Landlord and Tenant hereby agree to be conclusively bound to the renewal of this Lease for the Second Renewal Premises for the Second Renewal Term at the Fair Market Rental Value determined by arbitration pursuant to Article 36.

(iv) If the Premises includes any Long Term Recapture Space with a Long Term Recapture Space Expiration Date after the Second Renewal Term then such Long Term Recapture Space shall be excluded from the Second Possible Renewal Premises. If the Premises include any Long Term Recapture Space with a Long Term Recapture Space Expiration Date during the Second Renewal Term then (i) such Long Term Recapture Space shall be included in the Second Possible Renewal Premises and (ii) if included by Tenant in the Second Renewal Premises, the renewal thus effected with respect thereto shall be only for (and the Fair Market Rental Value provided for in this Article 35(G) shall be payable only for) the period commencing immediately after the Long Term Recapture Space Expiration Date with respect thereto and ending at the end of the Second Renewal Term. This Paragraph 35(G)(iv) shall not be construed to result in the expiration of the letting of any Long Term Recapture Space prior to the Long Term Recapture Space Expiration Date with respect thereto.

(1)

that Landlord has a reasonable time to locate a tenant,

(2)

that neither Landlord nor such tenant is under any compulsion to rent.

Concession ”), then in so referring to or considering such transaction for purposes of determining Fair Market Rental Value the net base rent provided for in such transaction shall be adjusted downward by subtracting the product of 12 multiplied by the amount which, if taken monthly over the term of such transaction, would have a net present value (using such interest rate as the arbitrator or other person applying this paragraph believes to be appropriate considering market practices) as of the commencement of such transaction equal to the amount of such Leasing Concession.

(H) Renewal Options – General.

(i) Tenant shall not be entitled to exercise a Renewal Option if on the date Tenant exercises such Renewal Option, (a) a monetary or material non-monetary Default has occurred and is continuing, or (b) this Lease or Tenant’s right of possession has been terminated, or (c) this Lease is not in full force and effect. Tenant shall not be entitled to the Second Renewal Option unless Tenant shall have exercised the First Renewal Option.

(iii) The term “ Renewal Term ” shall mean, individually, either the First Renewal Term or the Second Renewal Term and together shall mean the First Renewal Term and the Second Renewal Term. The term “ Renewal Option ” shall mean either the First Renewal Option or the Second Renewal Option. The term “ Renewal Premises ” shall mean either the First Renewal Premises or the Second Renewal Premises.

(iv) The term “ First Renewal Commitment Notice ” shall mean a notice referring to this Paragraph 35(H)(iv), in which Tenant irrevocably agrees to give (and not to rescind) the First Renewal Notice and to include in the First Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such First Renewal Commitment Notice. If Tenant gives a First Renewal Commitment Notice prior to its giving a First Renewal Notice, but shall fail timely to give a Renewal Notice conforming to the requirement of this Paragraph 35(H)(iv), then Tenant shall be deemed timely to have given a First Renewal Notice setting forth as the First Renewal Premises all of the First Possible Renewal Premises. If Tenant gives a First Renewal Commitment Notice, Tenant shall no

longer have the right to rescind the First Renewal Notice and, if Tenant shall have theretofore given the First Renewal Notice, the same shall be deemed amended to include in the First Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such First Renewal Commitment Notice.

(v) The term “ Second Renewal Commitment Notice ” shall mean a notice referring to this Paragraph 35(H)(v), in which Tenant irrevocably agrees to give (and not to rescind) the Second Renewal Notice and to include in the Second Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such Second Renewal Commitment Notice. If Tenant gives a Second Renewal Commitment Notice prior to its giving a Second Renewal Notice, but shall fail timely to give a Renewal Notice conforming to the requirement of this Paragraph 35(H)(v), then Tenant shall be deemed timely to have given a Second Renewal Notice setting forth as the Second Renewal Premises all of the Second Possible Renewal Premises. If Tenant gives a Second Renewal Commitment Notice, Tenant shall no longer have the right to rescind the Second Renewal Notice and, if Tenant shall have theretofore given the Second Renewal Notice, the same shall be deemed amended to include in the Second Renewal Premises (in addition to any other premises required to be included) all Accepted Offer Space as to which Tenant gives an Acceptance Notice together with or after the date of such Second Renewal Commitment Notice.

(I) Contraction Option.

(i) Tenant, by delivering notice to Landlord on or prior to the 180 ^th day after the date of this Lease, shall have the one time option (the “ South Contraction Option ”) to eliminate the South Eighth Floor Premises from the Original Premises.

(1)

If Tenant fails to timely deliver such written notice to Landlord, Tenant shall be deemed to have elected not to exercise the South Contraction Option and shall forfeit all rights pursuant to this Paragraph 35(I)(i).

(2)

If Tenant properly exercises the South Contraction Option, then, from and after the date of such exercise, the South Eighth Floor Premises shall no longer be deemed a part of the Original Premises.

(ii) Tenant, by delivering notice to Landlord on or prior to the 180 ^th day after the date of this Lease, shall have the one time option (the “ Full Contraction Option ”) to eliminate the Eighth Floor Premises from the Original Premises.

(1)

If Tenant fails to timely deliver such written notice to Landlord, Tenant shall be deemed to have elected not to exercise the Full Contraction Option and shall forfeit all rights pursuant to this Paragraph 35(I)(ii).

(2)

If Tenant properly exercises the Full Contraction Option, then, from and after the date of such exercise, the Eighth Floor Premises shall no longer be deemed a part of the Original Premises.

(iii) In no event shall Tenant be permitted to exercise both the South Contraction Option and the Full Contraction Option.

(iv) Following exercise by Tenant of the South Contraction Option or the Full Contraction Option, and within thirty days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the elimination of the South Eighth Floor Premises or the Eighth Floor Premises from the Original Premises pursuant hereto. The failure or refusal by either party to do so, however, shall not affect the validity of the elimination of the South Eighth Floor Premises or the Eighth Floor Premises from the Original Premises.

(v) If Tenant shall (A) exercise the South Contraction Option and not exercise the South Contraction Rescission Option, or (B) exercise the Full Contraction Option and exercise the First Expansion Option with respect to the North Eighth Floor Premises only then, on or before the Substantial Completion Date, Landlord shall construct and finish in accordance with Building standards all corridors, elevator lobbies and other common areas on the 8 ^th floor required for the same to be occupied as a multi-tenant floor (the “ 8 ^th Floor Division Work ”).

(J) Divided Floors.

(i) If the Premises shall include some but not all of the office areas on a floor and thereafter shall come to include all of the office areas on any floor, then (a) the Premises shall be deemed also to include the elevator lobby, common corridor and other areas which, on a divided floor, would constitute Common Area, and (b) the Rentable Area of the Premises on such floor shall be calculated as if Tenant had leased all of such floor concurrently as a single floor.

(K) Tenant’s Right to Lease from Building Tenants. Notwithstanding any provision of any lease or other agreement which may give Landlord the right to withhold consent to any sublease to Tenant, or any assignment of any lease to Tenant, or any right to recapture (by any means) the premises proposed to be subleased to Tenant or the premises covered by any lease proposed to be assigned to Tenant, Landlord agrees that (i) it shall consent to any such sublease or assignment and shall not exercise any such recapture right unless required to do so under any Permitted Superior Expansion Right, and (ii) that Tenant may furnish a copy of this Paragraph 35(K) to any Building tenant, and any such Building tenant may rely thereon.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT PSER

PERMITTED SUPERIOR EXPANSION RIGHTS

ARTICLE 35

(See Attached)

The following, except to the extent same has been modified by: First Amendment dated as of June 10, 2003; Second Amendment dated as of June 24, 2003; and Third Amendment dated as of July 7, 2004.

ARTICLE 36.

First Hold, Expansion, Rights of First Offer, Contraction and Renewal

(A) First Hold Expansion Space . Subject to Subparagraph (ii) below, Tenant shall have the one-time option (the “ First Hold Expansion Option ”) to expand the Premises by, at Tenant’s election, either one-half ( ¹ / 2 ) floor of space or one (1) full floor of space, in each case, located upon the thirty-first (31 ^st ) floor of the Building (as applicable, the “ First Hold Expansion Space ”), upon the following terms and conditions:

(i) Tenant shall give Landlord written notice of Tenant’s election to exercise the First Hold Expansion Option on or before March 31, 2004, designating whether the First Hold Expansion Space shall contain either one-half (1/2) floor of space or one (1) full floor of space. If the First Hold Expansion Space is for one-half (1/2) floor of space, then the one-half ( ¹ / 2 ) floor so remaining shall be located on the eastern or western half of the floor as designated by Tenant in its notice of exercise of the First Hold Expansion Option, and Tenant, at its cost and expense, shall construct the elevator lobby and common corridor required to make the floor usable by more than one tenant, to a standard of finish not less than Building standard, as established by Landlord for multi-tenant floors in the Building;

(ii) Tenant shall not be entitled to exercise the First Hold Expansion Option, if, (x) on or before Tenant’s exercise thereof, this Lease or Tenant’s right of possession shall have been terminated and this Lease shall not then be in full force and effect, or (y) Tenant shall have previously exercised any Pre-Occupancy Contraction Option; and

(iii) The First Hold Expansion Space with respect to which Tenant properly exercises the First Hold Expansion Option shall be included in the Premises upon Tenant’s exercise of the First Hold Expansion Option on the same terms, covenants and conditions as are contained in this Lease (including the Workletter) for the Premises, including without limitation, Net Rent, Additional Rent, Commencement Date, etc. and shall be coterminous with the Term, as it may be extended or renewed pursuant to Paragraph 35(F) hereof or in accordance with Article 13, or as it may be earlier terminated as elsewhere provided herein, with the following exceptions and modifications:

(1)

The Rentable Area of the Premises shall be increased by the Rentable Area of such First Hold Expansion Space;

(2)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of such First Hold Expansion Space; and

(3)

The First Hold Expansion Space shall become part of the First Segment and shall be delivered by Landlord to Tenant on the First Segment Delivery Date.

Following Tenant’s exercise of the First Hold Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the terms, conditions and provisions applicable to the related First Hold Expansion Space as determined in accordance herewith. Failure or refusal of either party to execute such a supplement shall not affect the validity of the leasing of the First Hold Expansion Space in accordance with the proper exercise of the First Hold Expansion Option.

(B) Expansion.

(i) First Expansion . Subject to the terms and conditions contained herein, Tenant shall have the right to elect to expand the Premises (the “ First Expansion Option ”) as of the First Expansion Effective Date to include an area contiguous to the Premises constituting one (1) full floor (or one and one-half (1 ¹ / 2 ) floors as provided herein) to be added to the Premises, to wit: (a) the entire forty-sixth (46th) floor of the Building, if Tenant has exercised neither the First Hold Expansion Option nor the second Pre-Occupancy Contraction Option, (b) the entire forty-sixth (46th) floor of the Building and one-half (1/2) floor of space remaining on the thirty-first (31st) floor of the Building if Tenant previously exercised the First Hold Expansion Option with respect to the other one-half (1/2) floor of space on the thirty-first (31st) floor, (c) the entire forty-sixth (46th) floor of the Building and one-half (1/2) floor of space remaining on the thirty-fourth (34th) floor if Tenant has not exercised the first Pre-Occupancy Contraction Option, but has previously exercised the second Pre-Occupancy Contraction Option with respect to the other one-half (1/2) floor of space on the thirty-fourth (34th) floor of the Building, and (d) the entire forty-sixth (46th) floor of the Building if Tenant has exercised either the First Hold Expansion Option, the first Pre-Occupancy Contraction Option, or the second Pre-Occupancy Contraction Option with respect to a full floor of space (as applicable, the “ First Expansion Space ”). The “ First Expansion Target Date ” means the date that is the first day of the sixty-first (61 ^st ) full calendar month after the Commencement Date. Tenant shall no later than the first day of the forty-third (43 ^rd ) full calendar month following the Commencement Date deliver to Landlord a notice (the “ Tenant’s First Expansion Notice ”) exercising the First Expansion Option. If Tenant fails to timely deliver the First Expansion Notice, then Tenant shall be deemed to have waived the First Expansion Option; except, that if on the last day of the forty-second (42nd) full calendar month following the Commencement Date Tenant is then leasing at least one full floor of the First Expansion Space as Encumbered Accepted Offer Space, then Tenant shall be deemed to have delivered the First Expansion Notice with respect to such Encumbered Accepted Offer Space, unless on or before such last day Tenant delivers a notice to Landlord expressly electing not to exercise the First Expansion Option with respect to such Encumbered Accepted Offer Space. Tenant’s deemed delivery of the First Expansion Notice with

respect to the full floor or more of Encumbered Accepted Offer Space shall not restrict or prohibit Tenant from delivering the First Expansion Notice with respect to additional First Expansion Space. Net Rent for the First Expansion Space shall be (I) with respect to the 46th floor, the Rentable Area of the forty-sixth (46th) floor multiplied by $30.00 per square foot, escalated annually at two percent (2%) per annum (compounded), commencing upon the Commencement Date and escalated annually thereafter at two percent (2%) per annum (compounded) on each anniversary of the Commencement Date occurring after the applicable Expansion Space Rent Commencement Date, and (II) with respect to the First Expansion Space not located on the 46th floor, if any of the First Expansion space includes one-half (1/2) floor space in the Building other than the forty-sixth (46th) floor, then the Net Rent for such one-half (1/2) floor shall be the Rentable Area thereof multiplied by the then Net Rent per square foot of Rentable Area payable by Tenant with respect to the Premises immediately prior to the applicable Expansion Space Rent Commencement Date, subject in each case to further escalation as provided in Exhibit B attached hereto for the balance of the Term, and payable thereafter, from time to time, in the amounts set forth in Exhibit B attached hereto.

(ii) Second Expansion . Subject to the terms and conditions contained herein, and regardless of whether Tenant has exercised the First Expansion Option, Tenant shall have the right to expand the Premises (the “ Second Expansion Option ”) as of the Second Expansion Effective Date to include one full floor of space (the “ Second Expansion Space ”) that is either (a) the thirty-first (31st) floor of the Building, if Tenant has exercised neither the First Hold Expansion Option nor any Pre-Occupancy Contraction Option, (b) the thirty-fourth (34th) floor of the Building if Tenant previously exercised only one Pre-Occupancy Contraction Option, (c) the thirtieth (30 ^th ) floor of the Building if Tenant previously exercised the First Hold Expansion Option, or (d) the thirty-fifth (35th) floor of the Building if Tenant previously exercised both Pre-Occupancy Contraction Options, in each case, regardless of whether Tenant exercised the First Expansion Option. The “ Second Expansion Target Date ” means the date that is the first day of the eighty-fifth (85 ^th ) full calendar month after the Commencement Date. Tenant shall no later than the first day of the sixty-seventh (67 ^th ) full calendar month following the Commencement Date deliver to Landlord a notice (the “ Tenant’s Second Expansion Notice ”) exercising the Second Expansion Option. If Tenant fails to timely deliver the Second Expansion Notice, then Tenant shall be deemed to have waived the Second Expansion Option; except, that if on the last day of the sixty-sixth (66th) full calendar month following the Commencement Date, Tenant is then leasing all of the Second Expansion Space as Encumbered Accepted Offer Space, then Tenant shall be deemed to have delivered the Second Expansion Notice with respect to such Encumbered Accepted Offer Space, unless on or before such last day Tenant delivers a notice to Landlord expressly electing not to exercise the Second Expansion Option with respect to such Encumbered Accepted Offer Space. Net Rent for the Second Expansion Space shall be the Rentable Area thereof multiplied by the then Net Rent per rentable

square foot payable by Tenant with respect to initial Premises (excluding the 46th floor) immediately prior to the applicable Expansion Space Rent Commencement Date, subject to escalation as provided in Exhibit B attached hereto for the balance of the Term, and payable thereafter, from time to time, in the amounts set forth in Exhibit B attached hereto.

(iii) Third Expansion . Subject to the terms and conditions contained herein, and regardless of whether Tenant has exercised the First Expansion Option or the Second Expansion Option, Tenant shall have the right to elect to expand the Premises (the “ Third Expansion Option ”) as of the Third Expansion Effective Date to include one full floor of space (the “ Third Expansion Space ”) that is either (a) the thirtieth (30 ^th ) floor of the Building if Tenant has exercised neither the First Hold Expansion Option nor any Pre-Occupancy Contraction Option, (b) the thirty-first (31st) floor of the Building if Tenant previously exercised only one Pre-Occupancy Contraction Option, (c) the twenty-ninth (29 ^th ) floor of the Building if Tenant previously exercised the First Hold Expansion Option, or (d) the thirty-fourth (34th) floor of the Building if Tenant has previously exercised both Pre-Occupancy Contraction Options. The “ Third Expansion Target Date ” means the date that is the first day of the one hundred and ninth (109 ^th ) full calendar month after the Commencement Date. Tenant shall no later than the first day of the ninety-first (91 ^st ) full calendar month following the Commencement Date deliver to Landlord a notice (the “ Tenant’s Third Expansion Notice ”) exercising the Third Expansion Option. If Tenant fails to timely deliver the Third Expansion Notice, Tenant shall be deemed to have waived the Third Expansion Option; except, that if on the last day of the ninetieth (90th) full calendar month following the Commencement Date, Tenant is then leasing all of the Third Expansion Space as Encumbered Accepted Offer Space, then Tenant shall be deemed to have delivered the Third Expansion Notice with respect to such Encumbered Accepted Offer Space, unless on or before such last date Tenant delivers a notice to Landlord expressly electing not to exercise the Third Expansion Option with respect to such Encumbered Accepted Offer Space. Net Rent for the Third Expansion Space shall be the Rentable Area thereof multiplied by the then Net Rent per rentable square foot payable by Tenant with respect to the initial Premises (excluding the 46 ^th floor) immediately prior to the applicable Expansion Space Rent Commencement Date, subject to escalation as provided in Exhibit B attached hereto for the balance of the Term, and payable thereafter, from time to time, in the amounts set forth in Exhibit B attached hereto.

(iv) Fourth Expansion . Subject to the terms and conditions contained herein, and regardless of whether Tenant has exercised the First Expansion Option, the Second Expansion Option or the Third Expansion Option, Tenant shall have the right to expand the Premises (the “ Fourth Expansion Option ”) as of the Fourth Expansion Effective Date to include one full floor of space (the “ Fourth Expansion Space ”) that is any full floor of the Building as Landlord may designate from and above the 28th floor through the 47th floor, such designation to be made in the Expansion Extension Date Notice. The “ Fourth Expansion Target Date ” means the date that is the first day of the one hundred and thirty-third (133rd) full calendar month after the

Commencement Date. Tenant shall no later than the one hundred and fifteenth (115 ^th ) calendar month following the Commencement Date serve upon Landlord a notice (the “ Tenant’s Fourth Expansion Notice ”) exercising the Fourth Expansion Option. If Tenant fails to timely deliver Fourth Expansion Notice, then Tenant shall be deemed to have waived the Fourth Expansion Option; except, that if on the last day of the one hundred and fourteenth (114th) full calendar month following the Commencement Date. Tenant is then leasing all of the Fourth Expansion Space as Encumbered Accepted Offer Space, then Tenant shall be deemed to have delivered the Fourth Expansion Notice with respect to such Encumbered Accepted Offer Space, unless on or before such last day Tenant delivers a notice to Landlord expressly electing not to exercise the Fourth Expansion Option with respect to such Encumbered Accepted Offer Space. Net Rent for the Fourth Expansion Space shall be the Rentable Area thereof multiplied by the then Net Rent per rentable square foot payable by Tenant with respect to the initial Premises (excluding the 46 ^th floor) immediately prior to the applicable Expansion Space Rent Commencement Date, subject to escalation as provided in Exhibit B attached hereto for the balance of the Term, and payable thereafter, from time to time, in the amounts set forth in Exhibit B attached hereto.

(v) Fifth Expansion . Subject to the terms and conditions contained herein, and regardless of whether Tenant has exercised the First Expansion Option, the Second Expansion Option, the Third Expansion Option, or the Fourth Expansion Option, Tenant shall have the right to expand the Premises (the “ Fifth Expansion Option ”) as of the Fifth Expansion Effective Date to include one full floor of space (the “ Fifth Expansion Space ”) that is any full floor of the Building as Landlord may designate in the Building from and above the 28th through the 47th floor, such designation to be set forth in Expansion Extension Date Notice. The “ Fifth Expansion Target Date ” means the date that is the first day of the one hundred and fifty-seventh (157 ^th ) full calendar month after the Commencement Date. Tenant shall no later than the one hundred and thirty-ninth (139 ^th ) full calendar month after the Commencement Date deliver to Landlord a notice (the “ Tenant’s Fifth Expansion Notice ”) exercising the Fifth Expansion Option. If Tenant fails to timely deliver Fifth Expansion Notice, then Tenant shall be deemed to have waived the Fifth Expansion Option. Net Rent for the Fifth Expansion Space shall be the Rentable Area thereof multiplied by the then Net Rent per rentable square foot payable by Tenant with respect to the initial Premises (excluding the 46 ^th floor) immediately prior to the applicable Expansion Space Rent Commencement Date, subject to escalation as provided in Exhibit B attached hereto, for the balance of the Term, and payable thereafter, from time to time, in the amounts set forth in Exhibit B attached hereto. Tenant’s rights to exercise the Fifth Expansion Option are also conditioned upon Tenant having irrevocably exercised the First Renewal Option by delivering the Final Renewal Notice with respect to the First Renewal Option.

(vi) Conditions to Expansion . Each of the First Expansion Notice, Second Expansion Notice, Third Expansion Notice, the Fourth Expansion Notice and Fifth Expansion Notice shall be effective only if at the time of delivery of Tenant’s notice with respect thereto, the following conditions (the “ Expansion Conditions ”) shall be satisfied:

(1)

There exists no monetary or material non-monetary Default, unless Tenant is disputing the existence of any such Default, in which case, this Expansion Condition shall be deemed to have been satisfied, unless and until Landlord subsequently prevails in such dispute;

(2)

Neither this Lease nor Tenant’s right of possession shall have been terminated and this Lease shall then be in full force and effect; and

(3)

Tenant shall not have subleased more than twenty-five percent (25%) of the Rentable Area of the Premises for all or substantially all of the remaining Term, excluding, however, subleases pursuant to one or more Exempt Transfers; except, that the foregoing Expansion Condition shall not limit or impair (x) the right of Tenant to sublease to a Major Transferee and assign or delegate any options set forth in this Article 35 (including, without limitation Expansion Options) in connection therewith, or (y) the right of any Major Transferee to exercise any options set forth in this Article 35 (including Expansion Options) theretofore assigned or delegated to it pursuant to Paragraph 35(H); and

(4)

With respect to the Fifth Expansion Option, Tenant shall not have exercised both Pre-Occupancy Contraction Options.

(vii) Application of Lease . The lease term as to each of the First Expansion Space, the Second Expansion Space, the Third Expansion Space, the Fourth Expansion Space and the Fifth Expansion Space shall commence on the applicable Expansion Effective Date, and shall be coterminous with the Term, as it may be extended pursuant to Paragraph 35(F) hereof or otherwise extended or renewed or as it may be earlier terminated as elsewhere provided herein.

Each Expansion Space with respect to which Tenant exercises the applicable Expansion Option shall be included in the Premises effective as of the applicable Expansion Effective Date on the same terms, covenants and conditions as are contained in this Lease (including the provisions of the Workletter), with the following exceptions and modifications:

(1)

The Rent for such Expansion Space, at the rates provided above, shall commence upon the date (an “ Expansion Space Rent Commencement Date ”) that is either (a) the date of the expiration of the Encumbered Offer Term, if any of such Expansion Space is Encumbered Accepted Offer Space, or (b) if any such Expansion Space is not Encumbered Accepted Offer Space, then the date that is the earlier of (I) one hundred twenty (120) days following the date (the “ Expansion Effective Date ”) that is the later of, (x) the Expansion Target Date (or Extended Effective Date, if applicable) applicable to the Expansion Space specified above and (y) the date Landlord tenders possession of such Expansion Space to Tenant in the condition required by Paragraph 35(B)(vii) (4) and (5) (including installation by Landlord of Required Landlord Work described in Subparagraph (4) below), and (II) the date that Tenant occupies such space for the normal conduct of Tenant’s business therein. Landlord agrees that if any Expansion Space becomes vacant, Tenant has previously exercised the applicable Expansion Option, and Landlord shall have completed the Required Landlord Work, Tenant shall have the right to occupy such space prior to the applicable Expansion Target Date (or Extended Effective Date, if applicable) for the purpose of preparing such Expansion Space for Tenant’s occupancy;

(2)

The Rentable Area of the Premises shall be increased by the Rentable Area of such Expansion Space;

(3)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of such Expansion Space effective as of the applicable Expansion Space Rent Commencement Date;

(4)

Landlord shall pay to Tenant the Expansion Allowance. Any such Expansion Allowance shall be used and disbursed in accordance with the provisions and procedures set forth in Section 16 of the Workletter relating to the Premises leased to Tenant pursuant to Article 1 above. In addition to the foregoing Expansion Allowance, if any Expansion Space has not theretofore been improved for the occupancy of an office tenant, Landlord shall further provide in such space (i) all of the Landlord’s Work, and (ii) a raised floor, ceiling, lighting and HVAC ducting system comparable or superior in quality to those constructed in the space demised to Hyatt (other than the 46th and 47th floors) ((i) and (ii) collectively referred to as, the “ Required Landlord Work ”). As used herein, the term “ Expansion Allowance ” means the amount equal to the product of (i) fifty dollars ($50.00) per square foot of

Rentable Area in the applicable Expansion Space, and (ii) a fraction, the numerator of which is the number of full calendar months remaining in the initial Term hereof (without regard to any extension or renewal thereof) following the applicable Expansion Space Rent Commencement Date and the denominator of which is one hundred eighty (180).

(5)

Landlord shall deliver and Tenant shall accept possession from Landlord of (a) each Expansion Space (that has not been previously improved for the occupancy of an office tenant) with all Required Landlord Work therein completed and in broom clean “ as is ” condition and (b) each Expansion Space that has been previously improved for the occupancy of an office tenant with all of Required Landlord Work therein completed, ordinary wear and tear excepted, and in all other respects in the physical condition required by the prior tenant’s lease for surrender of such space, except that, the Building core shall be in substantially the same configuration and condition required by the Construction Documents, reasonable wear and tear excepted.

Following exercise by Tenant of an Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the terms, conditions and provisions applicable to the related Expansion Space as determined in accordance herewith. Failure or refusal of either party to execute such a supplement shall not affect the validity of the leasing of the Expansion Space in accordance with the terms of the applicable Expansion Option.

(viii) Expansion Window . To permit Landlord flexibility in leasing the Expansion Spaces prior to Tenant’s rights to expand into such space, Landlord may deliver any Expansion Space that is then occupied by another tenant to Tenant at any time within twelve (12) months following the applicable Expansion Target Date applicable to said Expansion Space as specified above (each, an “ Extended Effective Date ”). Landlord will specify the precise date of Extended Effective Date by written notice to Tenant delivered not more than one (1) month following Landlord’s receipt of the Tenant’s First Expansion Notice, Tenant’s Second Expansion Notice, Tenant’s Third Expansion Notice, Tenant’s Fourth Expansion Notice or Tenant’s Fifth Expansion Notice, as the case may be (each, an “ Expansion Extension Date Notice ”). Landlord shall use reasonable efforts to endeavor, from time to time, to keep Tenant apprised of the availability of each Expansion Space on its applicable Expansion Target Date (or, the estimated date of the Extended Effective Date). If Landlord fails to timely deliver the Expansion Extension Date Notice, then Landlord shall waive its right to extend the date of the Expansion Target Date.

(ix) Delayed Delivery . Landlord may lease the First Expansion Space, the Second Expansion Space, the Third Expansion Space, the Fourth Expansion Space and the Fifth Expansion Space, or portions thereof, from time to time, to third parties so long as such space is scheduled to be available to be leased to Tenant by the relevant Expansion Target Date, or, if timely exercised, the relevant Extended Effective Date. If Landlord is entitled, on the basis of written agreements then in effect, to possession of the Expansion Space on the relevant Expansion Target Date or, if timely exercise, the relevant Extended Effective Date, as applicable, then Landlord shall not be deemed to be in default under this Lease if it is unable to deliver the First Expansion Space, the Second Expansion Space, the Third Expansion Space, the Fourth Expansion Space or the Fifth Expansion Space, to Tenant on the relevant Expansion Target Date, or, if timely exercised, the relevant Extended Effective Date due solely to the failure of such tenant or any of its subtenants to have vacated it by relevant Expansion Target Date or, if timely exercised, the relevant Extended Effective Date, as the case may be. Landlord agrees that for each day after the sixtieth (60 ^th ) day following the relevant Expansion Target Date (or if timely exercised, the relevant Extended Effective Date) that Landlord fails to deliver to Tenant the relevant Expansion Space, Tenant shall be entitled to an abatement of Rent commencing upon the relevant Expansion Space Rent Commencement Date therefore equal to one (1) day’s Rent otherwise payable with respect such Expansion Space. In addition, if Landlord fails to deliver possession of any Expansion Space in the condition required by Paragraphs 35(B)(vii)(4) and (5) by the ninetieth (90 ^th ) day after the relevant Expansion Target Date (or if timely exercised, relevant Extended Effective Date), Tenant shall have the option by written notice to Landlord given at any time prior to the delivery to Tenant of the Expansion Space in the condition required by Paragraph 35(B)(vii) (4) and (5), to lease other space in the Building (to the extent and if available) on a temporary basis or for the balance of the Term, as Tenant elects in its notice, and at the lesser of the Current Market Rate and the same rental rate as would have been applicable to the Expansion Space or to rescind its relevant Expansion Notice, in either such event, Landlord shall have no liability to Tenant on account of such failure to timely deliver the Expansion Space (except that Landlord shall not be released from such liability if Landlord breached its covenant not to lease Expansion Space for a term expiring beyond the relevant Expansion Target Date or Extended Effective Date as applicable). Landlord will in all cases use commercially reasonable efforts to regain possession of such space as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space. In addition, Landlord agrees not to grant any right to such occupant to holdover in such space.

(x) Substitution of Floors . If Tenant fails to exercise any Expansion Option other than the First Hold Expansion Option, or if Tenant exercises a Five-Year Contraction Option with respect to a full floor (or more), then Landlord shall have the right to substitute the full floor of the Expansion Space to which such unexercised and expired Expansion Option relates or the full floor of the Five Year Contraction Space for the floor originally established for any Expansion Space of any succeeding, unexercised Expansion Option. As a condition to making any such substitution, Landlord shall deliver to Tenant written notice of any such substitution on or before the date which is sixty (60) days prior to the Expansion Effective Date for such Expansion Space.

(C) Tenant’s Right of First Offer.

(i) Landlord shall not lease any office space in (a) any of the 47th or 46th floors of the Building (the “ Highest ROFO Space ”) other than to Hyatt pursuant to the Hyatt Lease, (b) the 23rd floor of the Building up to and including the 31st floor of the Building and the 34th or 35th floors of Building, if Tenant exercises a Pre-Occupancy Contraction Option with respect to either or both of such floors (the “ Initial ROFO Space ”), and (c) the 11th floor through and including the 22nd floor of the Building (the “ Contingent ROFO Space ”) other than to Hyatt pursuant to the Hyatt Lease, subject in all respects to the terms hereof (specifically excluding from the terms and operation of this Paragraph 35(C) (i) any retail space in the ground floor of the Building, (ii) the 4th floor through and including the 10th floor of the Building, (iii) the Shared Facilities, (iv) any area in the Building to the extent affected by the terms of the last sentence of Paragraph 35(F)(ii), (v) the 34 ^th floor of the Building, if Tenant has exercised its Pre-Occupancy Contraction Space Option with respect to one-half ( ¹ / 2 ) floor, and, (vi) subject to the terms of Paragraph 6(O) hereof, any storage space in the Building), including, in the case of subclauses (a),(b) and (c) above, by way of renewal, extension, expansion or right or option therefor to any person other than pursuant to:

(1)

(a) any lease of the Initial ROFO Space effected pursuant to Paragraph 35(C)(vii); and (b) any Permitted Renewal or Permitted Expansion of such lease of Initial ROFO Space, subject, in each case, to Tenant’s Expansion Options set forth in Paragraph 35(B); and (c) if Tenant has declined to exercise its rights of first offer under this Paragraph 35(C), the exercise by (and demise to) the tenant under the Hyatt Lease of its rights of first offer thereunder with respect to the 23 ^rd through 27 ^th floors of Initial ROFO Space, which is not Encumbered Accepted Offer Space and that is leased for the actual or intended occupancy of such tenant under the Hyatt Lease;

(2)

(a) any lease of the Contingent ROFO Space unless the Minimum Occupancy Requirement for Contingent ROFO Rights is satisfied, or (b) if and for so long as the Minimum Occupancy Requirement for Contingent ROFO Rights is satisfied, any Lease of the Contingent ROFO Space effected pursuant to Paragraph 35(C)(viii);

(3)

any lease of the Highest ROFO Space effected pursuant to Paragraph 35 (C)(ix); or

(4)

any lease of space effected pursuant to the exercise by the tenant thereunder of any expansion right or option (which phrase, as used in this Paragraph 35(E), shall include any firm option, right of refusal or right of first offer) set forth in (a) the Hyatt Lease or (b) the Goldman Lease, in each case prior to any amendment thereof (collectively, the “ Permitted Superior Expansion Rights ”), subject, in each case, to Tenant’s Expansion Options set forth in Paragraph 35(B); or

(5)

any lease to Tenant.

Landlord represents and warrants to Tenant that attached hereto as Exhibit PSER One is a true and correct copy of the provisions of the Hyatt Lease and Goldman Lease containing the Permitted Superior Expansion Rights, excluding the portion of such provisions setting forth the rent payable thereunder.

The term “ Permitted Expansion ” means the leasing by any tenant of the Initial ROFO Space of additional space in the Building pursuant to the exercise by such tenant of any expansion right or right of first offer provided in such tenant’s lease of Initial ROFO Space, as originally entered into, so long as, in either case, such additional space (i) is contiguous to the then originally demised Initial ROFO Space premises leased by such tenant, and (ii) contains considering all expansion and rights of first offer, in the aggregate, no more than twenty-five percent (25%) of the Initial ROFO Space premises initially demised by such lease as originally entered into.

The term “ Permitted Renewal ” means the renewal of the term of any lease in the Initial ROFO Space pursuant to the exercise by the applicable tenant of any extension or renewal option provided in such tenant’s lease, as originally entered into, so long as the total of all such extension or renewal terms are no longer than fifty percent (50%) of the initial term of such tenant’s lease, as originally entered into.

(ii) Landlord may, from time to time, give one or more Offer Notices. The term “ Offer Notice ” means a notice:

(1)

referring to this Paragraph 35(C);

(2)

describing the premises to which the notice relates (the “ Offer Space ”) and, if the Offer Space includes a portion less than all of the Rentable Area of any floor, including a floor plan of such floor with such portion cross-hatched;

(3)

setting forth the date upon which Landlord reasonably believes, on the basis of written agreements then in effect, that it will be able to deliver to Tenant vacant possession thereof in the condition required by this Paragraph 35(C) (the “ Scheduled Offer Space Delivery Date ”) which, unless the Offer Space is Existing Recapture Space

or the Offer Space has never been leased, shall be a single date that is no earlier than earlier of (a) two (2) months after such space becomes available because of prior tenant default and surrender if the Offer Space comprises less than a full floor, and (b) in all other cases, four (4) months, nor, in the case of Offer Space that is one full floor or less, later than fifteen (15) months (it being understood that there is no limit to the later date if the Offer Space exceeds more than one full floor) after the date of such Offer Notice;

(4)

setting forth Landlord’s good faith opinion of the Current Market Rate of the Offer Space; and

(5)

if all or any portion of such Offer Space is subject to a Permitted Superior Expansion Right, so stating and identifying the lease containing such Permitted Superior Expansion Right, which shall be either the Hyatt Lease or the Goldman Lease, and setting forth (i) all or such portion of the Offer Space that is subject to such Permitted Superior Expansion Right (including, if less than all of such Offer Space on a floor, a floor plan showing the same), and (ii) the date upon which Landlord is required, if such Permitted Superior Expansion Right is exercised, to deliver all or such portion of the Offer Space to the holder of such Permitted Superior Expansion Right (the “ Permitted Superior Expansion Right Delivery Date ”).

Each Offer Notice shall constitute (a) an offer by Landlord to lease the Offer Space covered thereby to Tenant on the terms set forth in this Paragraph 35(C), and (b) a representation by Landlord that to, the best of its knowledge after due inquiry, all leases covering any of such Offer Space have expired or been terminated or, pursuant to the terms thereof or other written agreements then in effect, or will expire or terminate with respect to such Offer Space on or prior to the Scheduled Offer Space Delivery Date set forth in the Offer Notice.

If pursuant to the provisions of any lease other than this Lease (a “ Recapture Provision ”) Landlord becomes entitled to recapture any space in the Building in connection with a proposed assignment or sublease (the “ Existing Recapture Space ”), then Landlord shall, within five (5) Business Days of its receipt of the notice from the tenant entitling Landlord to recapture, give to Tenant an Offer Notice with respect to such space. Such Offer Notice (a “ Recapture Offer Notice ”) shall provide, in addition to the information required by the foregoing provisions of this Paragraph 35(C)(ii) to be included therein, (a) that it relates to space that Landlord is entitled to recapture, (b) the last day upon which Landlord is permitted by the terms of the applicable lease to exercise its recapture right (the “ Landlord’s Exercise Deadline Date ”), (c) a schedule of net base rent that such other tenant is required to pay for the Existing Recapture Space for the balance of the term of such lease (the “ Existing Recapture Space Rent ”) and (d) the

Recapture Expiration Date. The Recapture Offer Notice shall also be accompanied by a true, correct and complete copy of the applicable tenant lease for such Existing Recapture Space as well as a copy such tenant’s notice to Landlord that gave rise to Landlord’s recapture rights. Landlord shall not waive or amend the Hyatt Lease so as to eliminate any Recapture Provision.

(iii) Tenant shall have the right, by notice to Landlord given within fifteen (15) Business Days of its receipt of any Offer Notice or any Recapture Offer Notice (an “ Acceptance Notice ”), to lease all or, subject to subparagraph (2) below, a full-floor portion of, the Offer Space covered by such Offer Notice; except, that

(1)

in case of any Recapture Offer Notice, the Acceptance Notice must be given, if at all, no later than the earlier of (i) the date provided for above in this Paragraph 35(C)(iii), and (ii) the second (2 ^nd ) Business Day prior to Landlord’s Exercise Deadline Date set forth in the Recapture Offer Notice; and

(2)

if the Offer Space or Existing Recapture Space includes a block of three or more contiguous full floors (an “ Offer Space Block ”), then Tenant may lease one or more full floors of such Offer Space Block so long as (a) if Tenant elects to lease and include in its Acceptance Notice one full floor of such Offer Space Block, it shall lease and include in such Acceptance Notice either the top or bottom full floor of such Offer Space Block, and (b) if Tenant elects to lease and include in its Acceptance Notice two or more full floors of such Offer Space Block, it shall lease and include in such Acceptance Notice a block of two or more contiguous full floors, including either the top or bottom floor of such Offer Space Block.

Any Offer Space or Existing Recapture Space as to which Tenant timely gives an Acceptance Notice is herein called an “ Accepted Offer Space .” Tenant shall, in its Acceptance Notice, state whether it agrees with Landlord’s estimate of the Current Market Rate as set forth in Landlord’s Offer Notice or Recapture Office Notice. If Tenant does not state in its Acceptance Notice that it agrees with Landlord’s estimate of the Current Market Rate, then the Current Market Rate shall be determined in accordance with Article 36 herein.

Tenant’s delivery of any Acceptance Notice shall be effective only if at the time of delivery of Tenant’s Acceptance Notice with respect to Accepted Offer Space the Expansion Conditions (as set forth in Subparagraphs 35(B)(vi)(1), (2), and (3)) shall be satisfied.

(iv) If Tenant timely delivers an Acceptance Notice then (i) on the Scheduled Offer Space Delivery Date, Landlord shall deliver to Tenant (a) any Accepted Offer Space (that has not been previously improved for the occupancy of an office tenant) with all Required Landlord Work therein completed in broom clean “as is” condition and (b) any Accepted Offer Space that has been previously improved for the occupancy of an office tenant with all Landlord’s Required Work therein completed and remaining, ordinary wear and tear excepted, and in all other respects in the physical condition required by the prior tenant’s lease for surrender of such space and (ii) the Accepted Offer Space shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the existing Premises, except to the extent, if any, otherwise provided below.

(v) The term of the letting of the Accepted Offer Space shall expire on the Expiration Date, and the Accepted Offer Space shall be included within Tenant’s Renewal Options set forth in Paragraph 35(F) hereof; except, that, notwithstanding anything set forth in this Article 35 to the contrary,

(1)

with respect to the Contingent ROFO Space, if the Accepted Offer Space or any portion thereof is subject to a Permitted Superior Expansion Right, then the term of the letting with respect to such Accepted Offer Space or portion thereof shall expire on the earlier of (x) the Expiration Date, and (y) the day preceding the Permitted Superior Expansion Right Delivery Date.

(2)

if such Accepted Offer Space or any portion thereof is located on the floor(s) that any Expansion Space is located on and, at the time of Tenant’s giving of the Acceptance Notice with respect thereto, the applicable Expansion Option shall not have lapsed without exercise (such space being herein called “ Encumbered Accepted Offer Space ”), then the term of the letting with respect to such Encumbered Accepted Offer Space or portion thereof (the “ Encumbered Offer Term ”) shall expire on the relevant Expansion Target Date, or if Landlord has exercised its rights under Paragraph 35(B)(viii) prior to Tenant’s Acceptance notice for such space, the applicable Extended Effective Date, and

(3)

if (i) the Accepted Offer Space is not Existing Recapture Space, (ii) the applicable Expiration Date is less than three (3) years after the Acceptance Notice and more than twenty-one (21) months before such Expiration Date and (iii) Tenant has not irrevocably exercised a Final Renewal Option that would extend the Term beyond such three (3) year period, then the term of this Lease for such Accepted Offer Space shall expire on the later of (x) five

(5) years following the Accepted Offer Space Rent Commencement Date and (y) the Expiration Date, as may be extended, from time to time, pursuant to the Renewal Options set forth in Paragraph 35(F) hereof. In the event that Tenant fails to exercise any of the Renewal Options, and is no longer entitled to exercise any such Renewal Options, then the rights of first offer contained in this Paragraph 35(C) shall lapse and be no longer in effect.

(4)

if (i) the Accepted Offer Space is Existing Recapture Space, and (ii) the term of the prior lease to which the Accepted Offer Space relates (the “ Recapture Lease ”) expires on a date (the “ Recapture Expiration Date ”) that is after the Expiration Date, then the term of this Lease for the Existing Recapture Space shall expire on the later of: (x) the Recapture Expiration Date and (y) the Expiration Date, as may be extended, from time to time, pursuant to Paragraph 35(F) of this Lease. In the event that Tenant fails to exercise any of the Renewal Options, and is no longer entitled to exercise any such Renewal Options, then the rights of first offer contained in this Paragraph 35(C) shall lapse and be no longer in effect.

(5)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses with respect to such Accepted Offer Space shall commence to accrue and be payable upon the earlier of (such earlier date being herein called the “ Offer Space Rent Commencement Date ”):

(a)

the date that is one hundred twenty (120) days after the later of (i) the date Landlord actually tenders possession of the Accepted Offer Space to Tenant in the condition required by Paragraph 35(C)(iv), and (ii) the Scheduled Offer Space Delivery Date; and

(b)

the date Tenant commences use of the Accepted Offer Space for the ordinary conduct of its business;

(6)

The amount of Net Rent with respect to the Accepted Offer Space shall be equal to:

(a)

if the Accepted Offer Space is not Existing Recapture Space, then (i) if Tenant in the Acceptance Notice agreed with Landlord’s estimate of the Current Market Rate set forth in the applicable Offer Notice, the Current Market Rate so set forth, or (ii) otherwise, the Current Market Rate as determined pursuant to Article 36; and

(b)

if such Accepted Offer Space is Existing Recapture Space and is not the Highest ROFO Space, then the greater of (i) the Current Market Rate of the Accepted Offer Space, determined either by Tenant having agreed in the Tenant’s Acceptance Notice with Landlord’s estimate of the Current Market Rate set forth in the Offer Notice, or determined pursuant to Article 36, and (ii) the Existing Recapture Space Rent; except, that if the expiration date for Existing Recapture Space set forth in the Recapture Lease is before the Expiration Date, then from and after said expiration date of the Recapture Lease until the expiration of the Term, Net Rent with respect to such Accepted Offer Space shall be at the Current Market Rate as previously agreed to between the parties or determined pursuant to Article 36; and

(c)

if such Accepted Offer Space is Highest ROFO Space that is also Existing Recapture Space, then from the commencement to the expiration of the Term of the letting of such space the greatest of (i) the Current Market Rate of the Accepted Offer Space determined either by Tenant having agreed in the Acceptance Notice with Landlord’s estimate of the Current Market Rate set forth in the applicable Offer Notice, or determined pursuant to Article 36 and (ii) an annual amount equal to the product of (x) $32.50 per square foot of Rentable Area, escalated at a rate per annum of two percent (2%) on a cumulative and compounded basis, commencing on January 1, 2006, and on each January 1st thereafter (such compounding to continue until the Expiration Date) and (y) the number of square feet of Rentable Area in such Accepted Offer Space; except, that if the expiration date of the Recapture Lease is before the Expiration Date, then from and after said expiration date of the Recapture Lease to the expiration of the Term, Net Rent with respect to such Accepted Offer Space shall be at the Current Market Rate as previously agreed to between the parties or determined pursuant to Article 36.

(7)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Accepted Offer Space.

(8)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Accepted Offer Space, effective as of the relevant Offer Space Rent Commencement Date.

(9)

Solely with respect to Encumbered Accepted Offer Space covering the full floor of the applicable Expansion Space, Tenant shall have the right to cause Landlord to make an early advance to Tenant of the Expansion Allowance applicable to such space. Such Expansion Allowance shall be used and disbursed in accordance with the provisions and procedures set forth in Paragraph 16 of the Workletter, so long as Tenant exercises the applicable Expansion Option in the Acceptance Notice. During the Encumbered Offer Term, if Tenant has exercised the Expansion Option, Tenant shall pay interest on the amount of the Expansion Allowance at a rate per annum equal to 9% per annum commencing on the first day of the first month following the Accepted Offer Space Rent Commencement Date and continuing on the first day of each month thereafter until the Expansion Space Rent Commencement Date.

Following Tenant’s delivery of an Acceptance Notice and the determination of the Current Market Rate with respect to the Accepted Offer Space covered thereby, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually, acceptable supplement to this Lease confirming the leasing of the Accepted Offer Space pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the Accepted Offer Space in accordance with the terms hereof.

(vi) So long as when Landlord gives an Offer Notice or Recapture Offer Notice it is entitled, on the basis of written agreements then in effect, to possession of the Offer Space or Recapture Offer Space no later than the Scheduled Offer Space Delivery Date set forth therein, Landlord shall not be deemed to be in default under this Lease if it is unable to deliver any Accepted Offer Space on such Scheduled Offer Space Delivery Date due solely to the failure of any tenant or any of its subtenants that may be in occupancy to have vacated it by the time in question. In addition to the foregoing, Landlord agrees that for each day after the sixtieth (60 ^th ) day following the relevant Scheduled Office Space Delivery Date that Landlord fails to deliver to Tenant the Accepted Offer Space, Tenant shall be entitled to an abatement of Rent commencing upon the relevant Offer Space Rent Commencement Date equal to one (1) day’s Rent otherwise payable with respect to any such Accepted Offer Space. In addition, if Landlord fails to deliver possession of any such Accepted Offer Space in the condition required by

Paragraph 35(C)(iv) by the 90 ^th day after the Scheduled Offer Space Delivery Date, then Tenant shall have the option, by written notice to Landlord given at any time prior to the delivery to Tenant of the Accepted Offer Space in the condition required by Paragraph 35(C)(iv), to rescind its Acceptance Notice, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if Landlord breached its covenants and representations set forth in Paragraph 35(C)(ii) and (iv). Landlord will use commercially reasonable efforts timely to regain possession of such Accepted Offer Space, including the prosecution of litigation against any occupant of such space.

(vii) If in response to any Offer Notice or Recapture Offer Notice Tenant fails to timely deliver an Acceptance Notice (or the same is rescinded pursuant to Paragraph 34(C)(vi)) with respect to the Offer Space that is the Initial ROFO Space, then during the two hundred seventy (270) day period commencing ten (10) Business Days after Tenant’s receipt of Landlord’s Offer Notice (or commencing on the effective date of such rescission under Paragraph 35(C)(vi) above, as applicable), Landlord shall be permitted to lease all or any portion of said Initial ROFO Space covered by such Offer Notice or Recapture Offer Notice to any person or persons on any terms acceptable to Landlord in its sole discretion for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice or Recapture Offer Notice (subject, however, to Tenant’s rights, if any, under Paragraph 35(B), if applicable, and Tenant’s rights, if any, under Paragraph 35(C)(i) with respect to Permitted Renewals and Permitted Expansions)). Notwithstanding the foregoing, if any such Offer Space that is Initial ROFO Space is leased, as permitted, then following the expiration or earlier termination of such lease (except as permitted by the other provisions of Paragraph 35(C)(i), if applicable), Landlord may not subsequently lease such Offer Space except pursuant to this Paragraph 35(C)(vii) based upon a subsequent Offer Notice given to Tenant with respect thereto. If a lease for such Offer Space is not fully executed within the foregoing 270-day period, then the Landlord again shall be prohibited from leasing such Offer Space other than pursuant to the terms of this Paragraph 35(C) based upon a subsequent Offer Notice given to Tenant with respect thereto. The provisions of this Paragraph 35(C)(vii) shall not be applicable to the Highest ROFO Space and the Contingent ROFO Space.

(viii) If Mayer Brown Rowe & Maw or any Law Successor occupies more than 550,000 square feet of Rentable Area in the Building under the terms of this Lease (the “ Minimum Occupancy Requirement for Contingent ROFO Rights ”), then for so long as Mayer Brown Rowe & Maw or any such Law Successor maintains occupancy of Rentable Area in the Building under the terms of this Lease in excess of the Minimum Occupancy Requirement for Contingent ROFO Rights, it shall be entitled to exercise the rights under this Paragraph 35(C) with respect to any portion of the Contingent ROFO Space that thereafter becomes available for lease, subject to any Permitted Superior Expansion Rights therein. If in response to any Offer Notice, Tenant fails to timely deliver an Acceptance Notice (or the same is rescinded pursuant to Paragraph 35(C)(vi)) with respect to

Offer Space that is Contingent ROFO Space, Landlord shall be permitted to lease all or any portion of said Contingent ROFO Space to any person or persons on terms acceptable to Landlord in its sole discretion for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such Offer Notice.

(ix) If in response to any Offer Notice, Tenant fails to timely deliver an Acceptance Notice (or the same is rescinded pursuant to Paragraph 35(c)(vi)) with respect to Offer Space that is Highest ROFO Space, Landlord shall be permitted to lease all or any portion of such Highest ROFO Space to any person or persons (subject to Article 30) on terms acceptable to Landlord in its sole discretion for delivery no earlier than the Scheduled Offer Space Delivery Date set forth in such notice.

For all purposes of this Lease, “ Current Market Rate ” is as defined on Exhibit CMR attached hereto and made a part hereto.

(D) Tenant’s Pre-Occupancy Option to Reduce the Premises . Subject to Subparagraph (iii) below, Tenant shall have two options (each, a “ Pre-Occupancy Contraction Option ”) to reduce the Premises by an area of space (the “ Pre-Occupancy Contraction Space ”), at Tenant’s option, equal to (x) in the case of the first Pre-Occupancy Contraction Option, the entire 34th floor of the Building, and (y) in the case of the second Pre-Occupancy Contraction Option, (1) if the first Pre-Occupancy Contraction Option shall have been timely exercised by June 30, 2003, the entire 35th floor of the Building, and (2) if the first Pre-Occupancy Contraction Option shall have not been exercised, one-half ( ¹ / 2 ) full floor of space or one (1) full floor of space located on the 34 ^th floor of the Building, upon the following terms and conditions:

(i) A Pre-Occupancy Contraction Option shall be effective upon Tenant’s exercise thereof (the “ Pre-Occupancy Contraction Effective Date ”);

(ii) Tenant shall give Landlord written notice of Tenant’s election to exercise the (a) first Pre-Occupancy Contraction Option on or before June 30, 2003, and (b) the second Pre-Occupancy Contraction Option on or before December 31, 2003, which notice concerning the second Pre-Occupancy Contraction Option shall identify (if Tenant has not exercised the first Pre-Occupancy Contraction Option) whether Tenant is contracting the Premises on the thirty-fourth (34 ^th ) floor of the Building by one-half ( ¹ / 2 ) floor or by one (1) full floor, pursuant to such contraction option. If said contraction is by one-half ( ¹ / 2 ) floor, then the half floor so remaining shall be located on the eastern or western half of the floor, as designated by Tenant in its notice of exercise of its second Pre-Occupancy Contraction Option, and Tenant, at its cost and expense, shall construct the elevator lobby and common corridor required to make the floor usable by more than one tenant to a standard of finish not less than Building standard, as established by Landlord for multi-floor tenants; and

(iii) Tenant shall not be entitled to exercise any Pre-Occupancy Contraction Option if on the Pre-Occupancy Contraction Effective Date Tenant’s rights of possession shall have been terminated and this Lease shall not then be in full force and effect.

(iv) Tenant shall not be required to pay Landlord a contraction fee for the exercise of any such Pre-Occupancy Contraction Option.

In the event Tenant properly exercises any Pre-Occupancy Contraction Option, then

(i) The Rentable Area of the Premises shall be decreased by the Rentable Area of the applicable Pre-Occupancy Contraction Space; and

(v) Tenant’s Pro Rata Share shall be reduced to reflect the Rentable Area of the applicable Pre-Occupancy Contraction Space.

If Tenant timely exercises a Pre-Occupancy Contraction Option, then neither Landlord nor Tenant shall have any rights, estates, liabilities or obligations first accruing under this Lease after the Pre-Occupancy Contraction Effective Date with respect to the applicable Pre-Occupancy Contraction Space, except such rights and liabilities as are otherwise expressly provided by the terms of this Lease. Following Tenant’s exercise of any Pre-Occupancy Contraction Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the terms, conditions and provisions applicable to such Pre-Occupancy Contraction Option as determined in accordance herewith. The failure or refusal of either party to execute such a supplement shall not affect the validity of the elimination of the applicable Pre-Occupancy Space from this Lease in accordance with the proper exercise of the applicable Pre-Occupancy Contraction Option.

(E) Tenant’s Five Year Option to Reduce the Premises . Subject to clauses (ii), (iv), and (viii) below, Tenant shall have the one-time option (the “ Five Year Contraction Option ”) to reduce the Premises by an area (the “ Five Year Contraction Space ”), at Tenant’s option, equal to either: (i) (a) one-half ( ¹ / 2 ) full floor of space, (b) one full floor of space or (c) one and one-half (1 ¹ / 2 ) full floors of space if Tenant has not exercised the first Pre-Occupancy Contraction Option, but has exercised the second Pre-Occupancy Contraction Option with respect to one-half ( ¹ / 2 ) floor of space, or (ii) one-half ( ¹ / 2 ) full floor of space or one (1) full floor of space if, in each case, Tenant has not exercised second Pre-Occupancy Contraction Option, in each of the foregoing cases set forth in subclauses (i) and (ii), such Five Year Contraction Space shall be (x) the one-half ( ¹ / 2 ) of the 34 ^th floor of the Building, if on the date of Tenant’s exercise of the Five Year Contraction Option Tenant is only occupying one-half ( ¹ / 2 ) of the 34 ^th Floor as result of Tenant’s prior exercise of the second Pre-Occupancy Contraction Option with respect to one-half ( ¹ / 2 ) floor and Tenant also exercises the Five Year Contraction Option with respect to one-half ( ¹ / 2 ) floor, and (y) otherwise, the space on the lowest non-transfer floor (32 and 33 being the transfer floors) of the Premises as selected and designated by Tenant as of the date of Tenant’s exercise of such Five Year Contraction Option, upon and subject to the following terms and conditions:

(i) The Five Year Contraction Option is to be effective as of the fifth (5 ^th ) anniversary date of the Commencement Date of the Lease (i.e., the first day of the sixty-first (61 ^st ) full calendar month following the Commencement Date) (the “ Five Year Contraction Effective Date ”);

(ii) Tenant shall not have irrevocably exercised the First Expansion Option by delivering the Tenant’s First Expansion Notice;

(iii) Tenant shall give Landlord written notice of Tenant’s election to exercise the Five Year Contraction Option not later than the first day of the forty-ninth (49 ^th ) full calendar month of the Term which notice shall identify the location of the Five Year Contraction Space to be surrendered to Landlord pursuant to the Five Year Contraction Option;

(iv) On the date Tenant exercises the Five Year Contraction Option, Tenant’s right of possession shall not have been terminated and this Lease shall then be in full force and effect;

(v) Tenant shall pay to Landlord a contraction fee in an amount equal to all of Landlord’s then unamortized (at an interest factor of 8%) costs in connection with the leasing to Tenant of the Five Year Contraction Space, which shall be limited to the commission paid to Broker and the Allowance ratably allocated thereto, plus twelve (12) months’ then effective Net Rent and Additional Rent with respect to the Five Year Contraction Space (except, that all variable Operating Expenses related to said Five Year Contraction Space (e.g., janitorial) shall be deducted from the Additional Rent for the purposes of computing said contraction fee). Such contraction fee shall be payable in full upon the Five Year Contraction Option Effective Date;

(vi) The exercise of the Five Year Contraction Option shall not affect or diminish Tenant’s obligations to pay Additional Rent with respect to the Shared Facilities;

(vii) If following Tenant’s exercise of the Five Year Contraction Option, Tenant’s Premises include one-half ( ¹ / 2 ) of a full floor and excludes the remaining one-half ( ¹ / 2 ) of that full floor, then Tenant, at its cost and expense, shall construct, to a standard of finish not less than Building standard as established by Landlord for multi-floor tenants, a common corridor required to make the Five Year Contraction Space on such floor leasable to another tenant; and

(viii) Tenant shall not have the right to exercise the Five Year Contraction Option in the event Tenant has exercised both Pre-Occupancy Contraction Options.

In the event Tenant properly exercises the Five-Year Contraction Option, then

(ii) The Rentable Area of the Premises shall be decreased by the Rentable Area of the Five-Year Contraction Space; and

(ix) Tenant’s Pro Rata Share shall be reduced to reflect the Rentable Area of the Five-Year Contraction Space.

If Tenant timely exercises the Five Year Contraction Option, then the Term with respect to the portion of the Five Year Contraction Space shall terminate effective as of the Five Year Contraction Effective Date. Rent for the terminated portion of the Premises shall be paid through and apportioned as of the Five Year Contraction Effective Date and neither Landlord nor Tenant shall have any rights, estates, liabilities or obligations first accruing under this Lease after the Five Year Contraction Effective Date with respect to such contracted area, except such rights and liabilities that are otherwise expressly provided in this Lease.

Following Tenant’s exercise of the Five-Year Contraction Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually acceptable supplement to this Lease confirming the terms, conditions and provisions applicable to such Five-Year Contraction Option as determined in accordance herewith. The failure or refusal of either party to execute such a supplement shall not affect the validity of the elimination of the Five-Year Contraction Space from this Lease in accordance with the proper exercise of the Five-Year Contraction Option.

(F) Renewal.

(i) Tenant shall have two (2) options to extend the Term for five (5) years each (the first five (5) year extension option is referred to as the “ First Renewal Option ”, the second five (5) year option is referred to as the “ Second Renewal Option ”, and the First Renewal Option and the Second Renewal Option are collectively referred to as the “ Renewal Options ”)), upon the terms and conditions contained herein, including without limitation, the payment of Tenant’s obligations with respect to Shared Facilities and Tenant’s Pro Rata Share of Taxes and Operating Expenses, determined on the same basis as set forth in Article 3 of this Lease, and subject to any changes in the Rentable Area of the Building and the Premises (pursuant to Paragraph 1(B) above); except, that the Net Rent for such Renewal Options shall be at the Current Market Rate for the applicable period.

(ii) Upon written notice delivered to Landlord not later than thirty-six (36) full calendar months prior to the Expiration Date, in the case of the First Renewal Option, and thirty-six (36) full calendar months prior to expiration of the first renewal term, in the case of the Second Renewal Option, Tenant shall have the one-time right (in the case of each Renewal Option) to notify Landlord of Tenant’s election to reduce the portion of the Premises with respect to which such Renewal Option may be

exercised by identifying in said notice that portion of the Premises subject to the Renewal Option (said portion being herein called the “ Renewal Premises ”), so long as such Renewal Premises as designated by Tenant consists solely of (a) the Premises as constituted on the Commencement Date (as the same may have been reduced by Tenant’s exercise of the Five Year Contraction Option) (the “ Adjusted Initial Premises ”), (b) at Tenant’s election, specified in said notice, any additional part of the Premises vertically contiguous to the Adjusted Initial Premises at the time of such Renewal Premises notice and (c) at Tenant’s election, specified in said notice one or more full floors of the Building constituting the balance of the Premises that are next closest (but not vertically contiguous) to the then lowest portion of the Premises described in clauses (a) or (b) above. If Tenant exercises its right under this Paragraph 35(F)(ii) to cause a Renewal Option to apply to less than the entire Premises, then during the term of such Renewal Option Tenant’s rights under this Paragraph 35(C) shall not apply to the portion of the Premises so excluded from the Renewal Premises that Landlord leases to third parties for a term commencing during the Renewal Option Period, including any renewals of such leases pursuant to the terms thereof.

(iii) If Tenant desires to initially exercise the First Renewal Option or Second Renewal Option, as the case may be, Tenant shall deliver Landlord an initial non-binding notice (the “ Initial Renewal Notice ”) of Tenant’s intent to exercise either of said Renewal Options no earlier than the sixtieth (60th) and no later than the twenty-seventh (27th) month prior to the Expiration Date, as may have been theretofore extended. Following Tenant’s delivery of the Initial Renewal Notice, the Current Market Rate shall be determined in accordance with Article 36 hereof. In all events, Tenant reserves the right to rescind its Initial Renewal Notice by so notifying Landlord prior to delivery of the Final Renewal Notice.

(iv) If Tenant desires to irrevocably exercise its First Renewal Option or Second Renewal Option, as the case may be, Tenant shall deliver to Landlord Tenant’s final binding written notice of its exercise of the First Renewal Option or Second Renewal Option, as the case may be, (the “ Final Renewal Notice ”), upon the later of (a) twenty-one (21) full calendar months prior to the end of the Expiration Date, as may have been theretofore extended, and (b) five (5) Business Days following the determination of the Current Market Rate.

(v) Tenant shall not be entitled to exercise a Renewal Option if on the date Tenant exercises such Renewal Option Tenant is (a) then in monetary or material non-monetary Default, or (b) if this Lease or Tenant’s right of possession has been terminated, or (c) if this Lease is not in full force and effect on said date. Tenant shall not be entitled to the Second Renewal Option unless Tenant has exercised the First Renewal Option.

(vi) If Tenant fails to timely deliver the Initial Renewal Notice or the Final Renewal Notice, then Tenant will be deemed to have waived the applicable Renewal Option.

(vii) Following Tenant’s exercise of a Renewal Option and the determination of the Net Rent for the respective renewal period, at the request of either party hereto and within thirty (30) days after such request, Landlord and Tenant shall enter into a supplement to this Lease confirming the terms, conditions and provisions applicable to the related Renewal Period as determined in accordance herewith. Failure of either party or refusal of either party to execute a supplement shall not affect the validity of the exercise of the Renewal Option.

(G) Tenant’s Right to Lease from Building Tenants . Notwithstanding any provision of any lease or other agreement that may give Landlord the right to withhold consent to any sublease to Tenant, or any assignment of any lease to Tenant, or any right to recapture (by any means) the premises proposed to be subleased to Tenant or the premises covered by any lease proposed to be assigned to Tenant, Landlord agrees that (i) it shall consent to any such sublease or assignment and shall not exercise any such recapture right, unless required to do so under any Permitted Superior Expansion Right, and (ii) Tenant may furnish a copy of this Paragraph 35(G) to any Building tenant, and any such Building tenant may rely thereon.

(H) Assignment/Delegation of Tenant’s Rights . Tenant’s rights and options under this Article 35 and the following Article 36 may be exercised solely by an assignee of this Lease or any Major Transferee to whom Tenant has assigned or delegated such rights, if Tenant delivers to Landlord a notice advising Landlord with specificity of any such assignment or delegation and the duration thereof, together with the instrument so assigning or delegating such rights.

(i) If the Premises shall include some but not all of the office areas on a floor and thereafter shall come to include all of the office areas on any floor, then (a) the premises shall be deemed also to include the elevator lobby, common corridor and other areas, which, on a divided floor, would constitute Common Area, and (b) the Rentable Area of the Premises on such floor shall be calculated as if Tenant had leased all of such floor concurrently as a single floor.

(ii) No provision of this Article 35 that authorizes Landlord to lease any portion of the Building to any third party shall include, on any divided floor, the portion thereof required for Common Areas.

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT SCDX

EXCLUSIONS TO COMPLETION OF LANDLORD’S WORK

MB Construction Passageway as depicted on Exhibit MB of the Lease.

9. Floor and wall finishes, parking striping, lighting, parking control equipment in the level 1 parking garage and separation wall between the level 1 parking garage and the north lobby of the Building.

10. Miscellaneous planting, turf, flowering plants and shrubs. Final adjustments of irrigation systems, bubblers and grow lights.

11. “Green Roof” growth medium installation and establishment of growth (roofs will be water-tight).

12. Mechanical adjustment of freight elevator cabs and passenger cabs (the cost of which will be borne, as to mechanical adjustment only, by Tenant).

13. Completion of window washing track and equipment installation.

14. Patching of streets, sidewalks, alley or curbs and replacement/installation of streetlights, traffic signals, parking meters or other hardscape in the public right-of-way.

15. Special Fit-Out Work.

SUPPLEMENTAL AGREEMENT

By this Supplemental Agreement dated September 1, 2006, the parties to the Amended and Restated Office Lease dated June 15, 2004, made by and between FRANKMON LLC , as Landlord, and HYATT CORPORATION , as Tenant (the “ Lease ”), agree as follows with respect to the Premises located at Hyatt Center, 71 South Wacker Drive, Chicago, Illinois:

13. As of the date hereof, the Lease is in full force and effect without amendment or modification. Capitalized terms not otherwise used herein shall have the same meanings as are ascribed to such terms in the Lease.

14. The Mid-Rise Commencement Date is March 1, 2004; the High-Rise Commencement Date is January 1, 2005; the Mid-Rise Rent Commencement Date is February 1, 2005; the High-Rise Rent Commencement Date is July 1, 2005; the Fitness Center Commencement Date is July 1, 2005; the Cafeteria Commencement Date is July 1, 2005; the Circulation Area Commencement Date is July 1, 2005; and the Initial Term Expiration Date is February 29, 2020, subject, however, to the provisions of the Lease.

15. Landlord stipulates, for purposes of the Lease, that the Premises consists of 292,227 square feet of Rentable Area, consisting of 31,184 square feet of Rentable Area on the Ninth Floor, 31,184 square feet of Rentable Area on the Tenth Floor, 30,726 square feet of Rentable Area on the Eleventh Floor, 31,454 square feet of Rentable Area on the Twelfth Floor, 31,722 square feet of Rentable Area on the Fourteenth Floor, 31,742 square feet of Rentable Area on the Fifteenth Floor, 31,642 square feet of Rentable Area on the Sixteenth Floor, 33,371 square feet of Rentable Area on the Forty-Sixth Floor, 33,371 square feet of Rentable Area on the Forty-Seventh Floor and 5,831 square feet of Rentable Area on the Forty-Eighth Floor. The Building consists of 1,472,742 square feet of Rentable Area.

16. Landlord stipulates, for purposes of the Lease, that the Circulation Area consists of 2,910 square feet of Rentable Area, the Cafeteria Space consists of 14,470 square feet of Rentable Area and the Fitness Center Space consists of 11,506 square feet of Rentable Area.

17. With respect to the Circulation Area, Tenant shall pay its SFR Share of the amounts set forth on Exhibit B-4 – First Amended, which exhibit replaces in its entirety Exhibit B-4 attached to the Lease.

18. The last day upon which Tenant may exercise the First Expansion Option is as set forth in the Lease. The last day upon which Tenant may exercise the Second Expansion Option is August 10, 2013. Tenant shall no longer have the right to exercise the Third Expansion Option and all references thereto in the Lease are hereby deleted.

19. Subject to the terms and conditions of the Lease, the Parking Space Limit is presently 45.

20. Subject to the terms and conditions of the Lease, (a) the last day upon which Tenant exercise the First Renewal Option is June 27, 2018, and (b) the last day upon which Tenant may exercise the Second Renewal Option is June 27, 2023.

21. Subject to the terms and conditions of the Lease, the last day on which Tenant may exercise the Contraction Option is July 1, 2009.

[Signature Page Follows]

IN WITNESS WHEREOF, this Supplemental Agreement has been executed by the duly authorized representatives of Landlord and Tenant as of the date first above written.


LANDLORD :

FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
Name:		J. Kevin Poorman
Title:		Authorized Representative

TENANT :
HYATT CORPORATION, a Delaware corporation

By:		/s/ Susan T. Smith
Name:		Susan T. Smith
Title:		Assistant Secretary

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-4

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO CIRCULATION AREA

(See Attached)

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B-4

SCHEDULE OF ADDITIONAL RENT ALLOCABLE TO CIRCULATION AREA

(Based on 2,649 square feet of Rentable Area)

As used in this. Exhibit B-4, the First (1st) Lease Year shall refer to the period commencing on the earlier to occur or (i) the Fitness Center Commencement Date, or (ii) the Cafeteria Commencement Date and ending on the last day of the calendar month in which the first anniversary of the day preceding such earlier date shall occur; each successive Lease Year shall be a period of one year, except the Fifteenth (15th) Lease Year shall end on the Initial Term Expiration Date.


TIME PERIOD	RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
First (1st) Lease Year	$	26.00	$	68,874.00	$	5,739.50
Second (2nd) Lease Year	$	26.52	$	70,251.48	$	5,854.29
Third (3rd) Lease Year	$	27.05	$	71,656.51	$	5,971.38
Fourth (4th) Lease Year	$	27.59	$	73,089.64	$	6,090.80
Fifth (5th) Lease Year	$	28.14	$	74,551.43	$	6,212.62
Sixth (6th) Lease Year	$	28.71	$	76,042.46	$	6,336.87
Seventh (7th) Lease Year	$	29.28	$	77,563.31	$	6,463.61
Eighth (8th) Lease Year	$	29.87	$	79,114.58	$	6,592.88
Ninth (9th) Lease Year	$	30.46	$	80,696.87	$	6,724.74
Tenth (10th) Lease Year	$	31.07	$	82,310.81	$	6,859.23
Eleventh (11th) Lease Year	$	31.69	$	83,957.02	$	6,996.42
Twelfth (12th) .Lease Year	$	32.33	$	85,636.16	$	7,136.35
Thirteenth (13th) Lease Year	$	32.97	$	87,348.89	$	7,279.07
Fourteenth (14th) Lease Year	$	33.63	$	89,095.86	$	7,424.66
Fifteenth (15th) Lease Year	$	34.31	$	90,877.78	$	7,573.15

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “Agreement”) is entered into as of the 13th day of October, 2006 (the “Effective Date”), by and between FRANKMON LLC, a Delaware limited liability company (“Landlord”), and HYATT CORPORATION, a Delaware corporation (“Tenant”), with reference to the following:

R E C I T A L S:

A. Landlord and Tenant heretofore entered into that certain amended and restated office lease dated as of June 15, 2004 (the “Original Lease”), pursuant to which Tenant leased certain premises (the “Existing Premises”) on the 9th through 16th and 46th through 48th floors of the building located at 71 South Wacker Drive, Chicago, Illinois (the “Building”).

B. Landlord and Tenant subsequently entered into that certain supplemental agreement dated September 1, 2006 (the “Supplemental Agreement”), pursuant to which Landlord and Tenant, among other things, confirmed certain dates relating to Tenant’s leasing of the Premises and the number of square feet of Rentable Area contained in each of the floors that comprise a part of the Premises. The Original Lease, as modified by the Supplemental Agreement, is herein referred to as the “Lease.”

C. Landlord and Tenant desire to amend the Lease to provide for, among other things, the leasing by Tenant of certain additional premises in the Building and the modification of certain of Tenant’s rights to further expand the size of the Premises, upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Landlord and Tenant hereby agree as follows:

1. Incorporation and Defined Terms . The recital paragraphs set forth above are hereby incorporated herein as if fully set forth herein. Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Lease.

2. Additional Premises .

a. Leasing of 17th Floor Premises . Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord, an additional 14,983 rentable square feet comprising a portion of the 17th floor of the Building (the portion so leased being herein referred to as the “17th Floor Premises”), such 17th Floor Premises being depicted more particularly on Exhibit A attached hereto, in accordance with, and subject to, all of the terms, covenants and conditions of the Lease applicable to the Existing Premises, except as hereinafter provided:

(i) The term of the letting of the 17th Floor Premises shall commence on the 17th Floor Premises Commencement Date and shall expire on the Initial Term Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G) of the Original Lease.

(ii) Net Rent and Additional Rent in respect of Taxes and Operating Expenses with respect to the 17th Floor Premises shall commence to be payable on the 17th Floor Premises Rent Commencement Date. Such Net Rent and all Additional Rent in respect of the 17th Floor Premises shall be paid by Tenant to Landlord at the same place and in the same time and manner as payments of Net Rent and Additional Rent in respect of the Existing Premises.

(iii) Tenant shall pay Net Rent for the 17th Floor Premises, for the period commencing on the 17th Floor Premises Rent Commencement Date and continuing thereafter through the Initial Term, in the amounts set forth in the schedule attached hereto as Exhibit B.

(iv) The Rentable Area of the Premises, effective as of the 17th Floor Premises Rent Commencement Date, shall be increased by the Rentable Area of the 17th Floor Premises and, effective as of the 17th Floor Premises Rent Commencement Date, Tenant’s Pro Rata Share shall be increased in accordance with Paragraph 3 below.

(v) Tenant shall be entitled to a construction allowance applicable to the 17th Floor Premises (the “17th Floor Premises Construction Allowance”) in an amount equal to the product of (x) $90.00 and (y) the number of square feet of Rentable Area in the 17th Floor Premises.

b. Delivery of Possession and Tenant Improvements . Landlord shall deliver possession of the 17th Floor Premises to Tenant by November 1, 2006. Tenant shall accept possession of the 17th Floor Premises in as-is condition, it being acknowledged that no agreement of Landlord to alter, remodel, decorate, clean or improve the 17th Floor Premises or the Building, and no representation or warranty regarding the condition of the 17th Floor Premises or the Building, has been made by Landlord or by any party acting on Landlord’s behalf. Any work necessary to cause the 17th Floor Premises to be ready for Tenant’s use and occupancy thereof shall be performed by Tenant at Tenant’s sole cost and expense. Any such work, and the application of the 17th Floor Premises Construction Allowance, shall be performed in accordance with, and subject to, the terms and provisions of the Workletter.

c. Certain Definitions . As used in this Agreement, the following terms shall have the meanings ascribed to them as set forth below:

(i) The term “17th Floor Premises Commencement Date” shall mean the date on which Landlord delivers possession of the 17th Floor Premises to Tenant.

(ii) The term “17th Floor Premises Rent Commencement Date” shall mean the date that is the earlier to occur of (x) March 1, 2007, and (y) the date on which Tenant occupies the Premises for the purpose of conducting business therein.

3. Tenant’s Pro Rata Share . Paragraph 3(B)(vii) of the Original Lease, effective as of the 17th Floor Premises Rent Commencement Date, shall be amended by adding the following sentence immediately following the first grammatical sentence thereof.

“For purposes of determining Tenant’s Pro Rata Share, the Rentable Area of the Premises, the Rentable Area of the Shared Facilities, the Rentable Area of the Circulation Area, and the Rentable Area of the Building shall be calculated utilizing the Standard Method, without regard to any modification to such Standard Method and without regard to any stipulation between Landlord and Tenant pertaining to the Rentable Area of the Premises for purposes of determining the Net Rent payable by Tenant under the Lease.

4. First Expansion Premises . Paragraph 35(A)(ii) of the Original Lease is hereby deleted in its entirety and the following is hereby substituted therefor:

“(ii) The term “ First Expansion Premises ” shall mean the entire portion of the 22nd floor of the Building allocated for office use.

5. First Expansion Option . Paragraph 35(B) of the Original Lease is hereby amended by deleting subparagraph (i) and subparagraph (ii) thereof and substituting the following therefor:

i. The term “ First Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the 30th day following Landlord’s receipt of the First Expansion Notice, as the date on which Landlord intends to deliver the First Expansion Premises to Tenant, which date shall be any date no earlier than July 1, 2010 (such date being the 5th anniversary of the High-Rise Rent Commencement Date) and no later than July 1, 2011 (such date being the 6th anniversary of the High-Rise Rent Commencement Date). Landlord’s notice shall be irrevocable and shall relate to the entire First Expansion Premises.

ii. Tenant shall exercise the First Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ First Expansion Notice ”) on or before October 4, 2009 (such date being the 270th day preceding the 5th anniversary of the High-Rise Rent Commencement Date). If Tenant fails to deliver the First Expansion Notice by such date, Tenant shall be deemed to have waived its First Expansion Option.

6. Second Expansion Premises . Paragraph 35(A)(iii) of the Original Lease is hereby deleted in its entirety, and the following is hereby substituted therefor:

“(iii) The term “ Second Expansion Premises ” shall mean the entire 18th floor of the Building.

7. Second Expansion Option . Paragraph 35(C) of the Original Lease, as confirmed by the second (2 ^nd ) grammatical sentence of Paragraph 6 of the Supplemental Agreement, is hereby amended by deleting subparagraph (i) and subparagraph (ii) thereof and substituting the following therefor:

(i) “The term “ Second Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the thirtieth (30 ^th ) day following Landlord’s receipt of the Second Expansion Notice, as the date on which Landlord intends to deliver the Second Expansion Premises to Tenant, which date shall be any date no earlier than February 1, 2015 (such date being the tenth (10 ^th ) anniversary of the Mid-Rise Rent Commencement Date) and no later than February 1, 2016 (such date being the eleventh (11 ^th ) anniversary of the Mid-Rise Rent Commencement Date). Landlord’s notice shall be irrevocable and shall relate to the entire Second Expansion Premises.

(ii) Tenant shall exercise the Second Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ Second Expansion Notice ”) on or before August 10, 2013 (such date being the 540 ^th day preceding the tenth (10 ^th ) anniversary of the Mid-Rise Rent Commencement Date). If Tenant fails to deliver the Second Expansion Notice by such date, Tenant shall be deemed to have waived its Second Expansion Option.”

8. Elimination of Third Expansion Option . Paragraph 35(D) of the Original Lease, from and after the Effective Date, is hereby deleted in its entirety, it being acknowledged and agreed that Tenant, from and after the Effective Date, shall have no further right to exercise the Third Expansion Option. All references in the Lease to the Third Expansion Option, the Third Expansion Premises, the Third Expansion Option Rent Commencement Date, the Third Expansion Option Scheduled Delivery Date and the Third Expansion Notice shall be deemed deleted in their entirety.

8. Remaining 17th Floor Premises Expansion Option . The following paragraph, effective as of the Effective Date, is hereby added to the Original Lease as Paragraph 35(N) thereof:

(N) Remaining 17th Floor Premises Expansion Option . If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining Term (excluding subleases pursuant to Paragraph 21(C)), and (iii) this Lease shall then be in full force and effect, then Tenant shall have the one-time option (the “ Remaining 17th Floor Premises Expansion Option ”) to expand the Premises to include the 17th floor of the Building, less the 17th Floor Premises (the “ Remaining 17th Floor Premises ”), upon the following terms and conditions:

(i) The term “ Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date ” shall mean the date designated by Landlord, by delivery of written notice to Tenant no later than the 30th day following Landlord’s receipt of the Remaining 17th Floor Premises Expansion Notice, as the date on which Landlord intends to deliver the Remaining 17th Floor Premises to Tenant, which date shall be any date no earlier than July 1, 2011 (such date being the 6th anniversary of the High-Rise Rent Commencement Date) and no later than July 1, 2012 (such date being the 7th anniversary of the High-Rise Rent Commencement Date). Landlord’s notice shall be irrevocable and shall relate to the entire Remaining 17th Floor Premises.

(ii) Tenant shall exercise the Remaining 17th Floor Premises Expansion Option, if at all, by delivery to Landlord of a written notice of exercise (the “ Remaining 17th Floor Premises Expansion Notice ”) on or before October 4, 2010 (such date being the 270th day preceding the 6th anniversary of the High-Rise Rent Commencement Date). If Tenant fails to deliver the Remaining 17th Floor Premises Expansion Notice by such date, Tenant shall be deemed to have waived its Remaining 17th Floor Premises Expansion Option.

(iii) If Tenant timely exercises the Remaining 17th Floor Premises Expansion Option, then (i) on the Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date, Landlord shall deliver the Remaining 17th Floor Premises to Tenant in “as-is” condition, and (ii) the Remaining 17th Floor Premises shall be included in the Premises upon the same terms, covenants and conditions as are applicable to the Premises, except to the extent, if any, otherwise provided below:

(1)

the term of the letting of the Remaining 17th Floor Premises shall expire on the Initial Term Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G);

(2)

Net Rent and Additional Rent in respect of Taxes and Operating Expenses, with respect to the Remaining 17th Floor Premises, shall commence to be payable on the date (the “ Remaining 17th Floor Premises Expansion Option Rent Commencement Date ”) which is the earlier of:

(a)

the date which is one hundred twenty (120) days after the later of (x) the date on which Landlord actually tenders possession of the Remaining 17th Floor Premises to Tenant in the condition required by this Paragraph 35(N)(iii), and (y) the Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date, and

(b)

the date Tenant commences to conduct ordinary business in the Remaining 17th Floor Premises,

provided, however, that the Remaining 17th Floor Premises Expansion Option Rent Commencement Date shall be determined separately with respect to any portion of the Remaining 17th Floor Premises that has been previously leased to Tenant for a term expiring immediately prior to the Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date and, with respect to such portion, the aforesaid period of 120 days shall be disregarded.

(3)

The amount of Net Rent per square foot of Rentable Area with respect to the Remaining 17th Floor Premises shall be equal to that applicable to the Mid - Rise Premises, as such Net Rent increases from time to time as set forth in Exhibit B-1.

(4)

The Rentable Area of the Premises shall be increased by the Rentable Area of the Remaining 17th Floor Premises;

(5)

Tenant’s Pro Rata Share shall be increased to reflect the Rentable Area of the Remaining 17th Floor Premises, effective as of the Remaining 17th Floor Premises Expansion Option Rent Commencement Date; and

(6)

Following exercise by Tenant of the Remaining 17th Floor Premises Expansion Option, and within thirty (30) days following written request by either Landlord or Tenant, Landlord and Tenant shall enter into a mutually-acceptable supplement to this Lease confirming the leasing of the Remaining 17th Floor Premises pursuant hereto and the terms and conditions of such leasing provided for herein. The failure or refusal of either party to do so, however, shall not affect the validity of the leasing of the Remaining 17th Floor Premises.

(iv) Landlord may lease the Remaining 17th Floor Premises, or portions thereof, from time to time to third parties so long as such space is scheduled to be available to be leased to Tenant pursuant to Tenant’s Remaining 17th Floor Premises Expansion Option. So long as Landlord has not granted any person rights which conflict with Tenant’s Remaining 17th Floor Premises Expansion Option, Landlord shall have no liability to Tenant, and Landlord shall not be deemed to be in default under this Lease, if it is unable to deliver the Remaining 17th Floor Premises to Tenant on the Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date due solely to the failure of any tenant or any of its subtenants to have vacated it by the time in question. If, however, Landlord fails to deliver possession of the Remaining 17th Floor Premises in the condition required by Paragraph 35(N)(iii) by the date which is the 90th day after the Remaining 17th Floor Premises Expansion Option Scheduled Delivery Date (as such date is extended by Unavoidable Delays), Tenant shall

have the option either, at it elects (a) by notice to Landlord given at any time prior to the delivery to Tenant of the Remaining 17th Floor Premises in the condition required by Paragraph 35(N)(iii), to rescind its previous exercise of the Remaining 17th Floor Premises Expansion Option, in which event Landlord shall have no liability to Tenant on account of such failure timely to deliver (except that Landlord shall not be released from such liability if it shall have granted any person rights which conflict with Tenant’s Remaining 17th Floor Premises Expansion Option) and shall have no further obligation to deliver the Remaining 17th Floor Premises, or (b) to lease from Landlord on a temporary basis and at the same rent other space in the Building, to the extent available, comparable in size to the Remaining 17th Floor Premises. Landlord will use commercially reasonable efforts to regain possession of the Remaining 17th Floor Premises as promptly as reasonably possible, including the prosecution of litigation against any occupant of such space.

From and after the Effective Date, the term “ Expansion Option ” shall be deemed to include the Remaining 17th Floor Premises Expansion Option, the term “ Expansion Option Rent Commencement Date ” shall be deemed to include the Remaining 17th Floor Premises Expansion Option Rent Commencement Date, and the term “ Expansion Premises ” shall be deemed to include the Remaining 17th Floor Expansion Premises.

9. Parking . Article 37 of the Original Lease is hereby amended by deleting the second grammatical paragraph thereof in its entirety and substituting the following therefor:

“ The term “ Parking Space Limit ” shall mean 45 parking spaces, plus one parking space for each 11,000 square feet of Rentable Area (or majority portion thereof) included in the Premises in excess of 495,000 square feet of Rentable Area.”

10. Correction of Renewal Definitions . Paragraph 35(H) of the Original Lease is hereby amended by deleting subparagraph (iii) thereof and substituting the following therefor:

“(iii) The term “ Renewal Term ” shall mean, individually, either the First Renewal Term or the Second Renewal Term and together shall mean the First Renewal Term and the Second Renewal Term. The term “Renewal Option” shall mean either the First Renewal Option or the Second Renewal Option. The term “Renewal Premises” shall mean either the First Renewal Premises or the Second Renewal Premises.”

11. Building Name . Effective as of the Effective Date, Article 40 of the Original Lease is deleted in its entirety and the following is substituted therefor:

ARTICLE 40.

Building Address; Building Name

So long as Tenant (or any successor) and its Affiliates lease 100,000 or more square feet of Rentable Area in the Building, if Tenant so requires, the Building shall be called (a) “Hyatt Center” or (b) another name approved by Tenant referring to “Hyatt” or, if applicable, an entity acquiring all or substantially all of the hotel management or hospitability business assets operated under the Hyatt trade name.

Landlord represents, and Tenant acknowledges, that Hyatt Corporation has granted and does hereby grant to Landlord a revocable license for it, its subsidiary, and its tenants, subtenants and occupants to use the “Hyatt” tradename as or as a part of the name of the Building.

At all times during the Term during which Tenant (or any successor) and its Affiliates are not leasing 100,000 or more square feet of Rentable Area in the Building, Landlord (a) may elect to operate the Building without a name, in which case the Building shall be known only by its street address, and (b) may name the Building after any other tenant of the Building which leases in excess of 100,000 square feet of Rentable Area thereof.

12. Building Identification Signage . So long as Tenant (or any successor) and its Affiliates lease 100,000 or more square feet of Rentable Area in the Building, if Tenant so requires, Landlord shall maintain Building Identification Signage in the same location, and of the same size, quality, fit and finish, as the Building Identification Signage bearing the name “Hyatt Center” that exists as of the Effective Date. Building Identification Signage shall bear the name of the Building, as such name is determined in accordance with Article 40 of the Original Lease, as such Article 40 is amended by Paragraph 11 above.

13. Designated Affiliates . For purposes of the Lease, the term “Affiliate” shall be deemed to include (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants, (ii) all trusts for the benefit of any person described in clause (i) and the trustees of such trusts, (iii) all legal representatives of any person or trust described in clauses (i) or (ii), and (iv) all partnerships, corporations, limited liability companies and other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (i) (ii), (iii) or (iv).

14. Cleaning Specifications . Exhibit G of the Lease is hereby deleted in its entirety, and Exhibit G – First Amended attached hereto is hereby substituted therefor.

15. Integration of Lease and Controlling Language . This Agreement and the Lease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Lease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

16. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

17. Entire Agreement . This Agreement and the Lease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Lease and supersede all prior and contemporaneous understandings and agreements, other than the Lease, between the parties respecting the subject matter of this Agreement and the Lease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Lease which are not fully expressed in this Agreement and the Lease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Lease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

18. Successors and Assigns . Each provision of the Lease and this Agreement shall extend to and shall bind and inure to the benefit of Landlord and Tenant, their respective heirs, legal representatives, successors and assigns.

19. Time of the Essence . Time is of the essence of this Agreement and the Lease and each provision hereof.

20. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

21. Authority . Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

22. Ratification . Except as amended and modified hereby, the Lease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Lease is amended and modified hereby, the Lease is hereby ratified, adopted and confirmed.

23. Limitation on Landlord’s Liability . It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the benefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“Landlord’s Agent”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing

in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease as of the day and year first above written.


LANDLORD :

FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
Name:		J. Kevin Poorman
Title:		Authorized Representative

TENANT :
HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President—Finance

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A

17TH FLOOR PREMISES

(Attached)

LOGO

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B

NET RENT SCHEDULE – 17TH FLOOR PREMISES

OFFICE PREMISES FLOOR 17 (14,983 square feet of Rentable Area)


TIME PERIOD	PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
17 ^th Floor Premises Commencement Date – January 31, 2008	$	24.00	$	359,592.00	$	29,966.00
February 1, 2008 – January 31, 2009	$	24.60	$	368,581.80	$	30,715.15
February 1, 2009 – January 31, 2010	$	25.22	$	377,871.26	$	31,489.27
February 1, 2010 – January 31, 2011	$	25.85	$	387,310.55	$	32,275.88
February 1, 2011 – January 31, 2012	$	29.11	$	436,155.13	$	36,346.26
February 1, 2012 – January 31, 2013	$	29.69	$	444,845.27	$	37,070.44
February 1, 2013 – January 31, 2014	$	30.28	$	453,685.24	$	37,807.10
February 1, 2014 – January 31, 2015	$	30.89	$	462,824.87	$	38,568.74
February 1, 2015 – January 31, 2016	$	31.51	$	472,114.33	$	39,342.86
February 1, 2016 – January 31, 2017	$	32.14	$	481,553.62	$	40,129.47
February 1, 2017 – January 31, 2018	$	32.78	$	491,142.74	$	40,928.56
February 1, 2018 – January 31, 2019	$	33.44	$	501,031.52	$	41,752.63
February 1, 2019 – February 29, 2020	$	34.11	$	511,070.13	$	42,589.18

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT G – FIRST AMENDED

CLEANING SPECIFICATIONS

(1)	Tenant Premises

(a)

Nightly 5 days a week (except Sat., Sun., and Holidays)

1. Vacuum all carpet floors moving all light furniture such as chairs, stands, etc. All furniture will be placed to its original position. Chairs are to be tucked into the desk or table. Vacuum cleaners to be equipped with HEPA Filters.

2. Dust mop all hard surfaces, non-carpeted floors and tile floors using treated dust mop, moving desk chairs or furniture on rollers. All chairs and furniture will be placed in its original position.

3. Remove gum and other substances requiring use of a scraping device.

4. Hand dust and wipe clean with a chemically-treated cloth all furniture (top, sides, legs), file cabinets, desk lamps, shelves, ledges, removing dust, fingerprints, streaks, etc.; care to be taken not to disturb papers.

5. Clean and sanitize all telephones, using a disinfectant solution.

6. Spot clean all entrance glass doors, doors with glass inserts and door side lights.

7. Empty and clean all wastepaper and recycling baskets, disposal receptacles, sanitary cans, paper towel cans and any other receptacles: damp dust as necessary. Install liners, if applicable.

8. Excluding fire stairwells and internal private stairways that are more than a single-flight stairway, clean private stairways including vacuum carpet and dust handrails, balustrades and stringers, as necessary. (Arrangements for cleaning of excluded private stairways may be made at direct cost to Tenant.)

Exhibit G – First Amended – Page 1

9. Clean and sanitize all water fountains using disinfectant solution.

10. All cleaning operations shall be scheduled so that a minimum of lights are to be left on at all times. Upon completion of the cleaning, all lights are to be turned off.

11. All entrance doors are to be kept locked during the cleaning operation. Office doors should be left as they were found.

12. Make arrangements with Tenant for cleaning access to locked areas such as computer room, etc.

13. Provide access to building dumpsters as needed.

(b)

Weekly

1. Edge vacuum all carpeted floors with an edging tool paying particular attention to corners, behind doors and around furniture legs and backs.

2. Excluding desks, credenzas, tables (unless easily moveable by one person), move and vacuum under all furniture.

3. Dust and clean all chair rails, paneling trim, window sills, baseboards, door kick plates, door and other architectural louvers, lattices and ornamental. work.

4. Excluding custom finishings, furniture systems, art work, sculptures, etc., wipe and polish all brass, stainless steel metal and other bright work using a non-acid polish.

5. Damp-mop all non-carpeted, hard-surfaced areas including public and private stairways.

Exhibit G – First Amended – Page 2

6. All doors, jambs, walls and windows mullion will be spot-cleaned to remove streaks, smudges, finger marks, spills, and stains, paying particular attention to walls around switch plates and door jambs and doors around knobs and opening edges.

7. Wash all furniture glass (tops only).

(c)

Monthly

1. Wash both sides of all glass doors and side panels.

2. Wash, buff or spray buff resilient tile floors and hard floors.

3. Dust all vertical surfaces in public area and elevator lobbies; or sooner if needed.

(d)

Quarterly

1. Dust and sanitize all telephone doors and ventilating louvers.

2. Dust all vertical surfaces such as walls, partitions, doors, windows and door frames, ventilating louvers, grills, vents, high moldings, high ledges and other high surfaces not reached in nightly cleaning.

3. Dust exterior surface of light fixtures, pictures, picture frames, charts (removing finger prints). Do not use treated cloth near painted art.

4. Wash and remove scuff marks from all baseboards.

5. Dust and vacuum all upholstered furniture.

6. Dust all venetian blinds and all window frames.

7. Vacuum and dust ceiling tiles around ventilators and clean air-conditioning diffusers as necessary.

8. Excluding furniture systems, wash and clean all glass partition doors.

Exhibit G – First Amended – Page 3

9. Provided Tenant, at Tenant’s expense, first moves out all cabinets and furniture, cleaning contractor will clean behind file cabinets and desks.

10. Clean all wastebaskets inside.

11. Vacuum upholstered furniture.

12. Wash all vertical surfaces in public areas/elevator lobbies, sooner if needed.

(e)

Semi-Annual

1. Dust venetian blinds.

2. Wash and clean inside of exterior windows.

(f)

Annually

1. Machine scrub and refinish all resilient tile floors and hard floors (excluding stone surfaces which will be under manufacturer’s specifications) and freight lobbies to remove all floor finish. If necessary, remove all wax spills and splashes from baseboards, doors, jambs, moldings and walls. If the condition of the surfaces requires more frequent machine scrubbing, the frequency will be increased, as directed by Landlord’s Agent.

(2)

Restrooms

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. Clean and sanitize, all sides of toilet bowls, all sides of seats, urinals and washbowls, using disinfectant solution.

2. Clean and polish all glass, mirrors, vanity tops and porcelain fixtures.

3. Clean and polish all chrome and other bright work including, exposed plumbing, toilet seat hinges, etc.

4. Damp wipe all metal toilet partitions and tiled walls with a disinfectant. All surfaces are to be wiped dry so that all wipe marks are removed.

Exhibit G – First Amended – Page 4

5. Dust the top edges of all partitions, ledges and mirrors.

6. Floor will be swept clean and wet –mopped with germicidal detergent. All watermarks and stains are to be wiped from wall and metal partitions bases.

7. Remove scuffmarks and footmarks.

8. Wash and polish all shelves, dispensers, receptacles and any other metal accessories.

9. All toilet tissue, soap, sanitary products, towel dispensers, seat covers and other restroom supplies shall be filled nightly. Dispensers not to be overfilled and supplies are not to be stored in visible areas.

10. Empty all sanitary containers and sanitize containers interior using a disinfectant. Install new liners.

11. Remove all wastepaper and refuse and sanitize container interior using a disinfectant. Install new liners.

12. Pour water down the floor drains.

13. Report all malfunctions to Building management.

(b)

Monthly

1. Washrooms floors will be machine scrubbed, using a germicidal solution, followed with an approved floor finish. Hand scrub base of walls and corners with a brush. Remove watermarks from walls, partitions, and fixtures.

2. Clean, disinfect, add drain cleaner or ammonia, and fill floor drains with water to avoid the escape of sewer gasses. Clean and polish all drain covers.

3. Wash partition wall (either metal or tile) using a germicidal solution. Wipe dry and polish to a uniformly bright, clean condition.

Exhibit G – First Amended – Page 5

(c)

Quarterly

1. Perform all high dusting, inclusive of grills, diffusers, exhaust vents and exterior surface of light fixtures.

2. Wash ceramic tile walls.

(3)	Elevators and Escalators (Including Freight Service Elevators)

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. Clean and /or polish doors, walls, thresholds, handrails, jamb and panels.

2. All saddles and door tracks will be wiped clean and vacuumed removing all debris and stains. All dirt and debris is to be removed from door tracks, including portion beyond door openings visible when door is in open position, using brush, vacuum and/or edging tool. Push buttons will be cleaned and malfunctions reported.

3. Saddles and tracks will be left in a uniformly, bright, clean condition.

4. Vacuum and spot clean elevator carpets.

5. Except in freight elevator cabs, machine buff hard floor surfaces as needed.

6. Clean escalator steps, rails and combs nightly.

7. Dust mop with untreated mop; remove all gum and foreign debris.

8. Remove empty boxed materials from freight elevator lobby.

(b)

Monthly

1. Bright metal work cleaned and polished (two days notice to Tenant if solvents used).

Exhibit G – First Amended – Page 6

(c)

Quarterly

1. Clean elevator carpets, per manufacturer’s specifications. Steam extract elevator carpet if needed. (It may be necessary to dry clean or steam extract during inclement weather or increase frequency).

2. Dust light fixtures.

(4)

Lobby

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. Hard surface floor is to be dust-mopped, using a treated mop to remove dirt and debris, and then damp mopped with clean water and dried. All mop marks and water splashes will be removed from walls and baseboards.

2. Sweep clean granite steps and floor in lobby.

3. Mats are to placed in lobby during inclement weather. Vacuum and spot clean all carpets, mats and runners nightly.

4. Wipe clean all directories.

5. Empty trash receptacles and replace liners.

6. All walls (including stone) doors, jambs and elevator bank entries are to be cleaned to remove all dust, finger marks, smudges and spills (inclusive of stairway and utility doors). Special attention is to be paid to metal-clad areas around call buttons. Walls and doors will be maintained to the height of the door.

7. Clean security areas.

8. Dust low ledges and other horizontal surfaces, including heating ducts in retail links.

9. Glass entrances, revolving doors and lobby partitions will be cleaned to remove all finger marks, smudges and spills. Spot clean as necessary, during off peak times.

Exhibit G – First Amended – Page 7

10. All metal work, such as door hardware and frames, switch plates, mail depository, signage, metal lettering, mullions and sills, door knobs, kick plates and hand railing, etc. will be wiped clean and polished and left in a bright condition, free of dust and streaks.

11. All horizontal surfaces, including furniture tops and area within reach, which includes the security station (console) and seating areas, are to be dusted nightly using treated dust cloths.

12. Empty trash containers and replace liners. Dispose of trash in designated area.

13. Remove finger marks from woodwork, doors and jambs.

(b)

Weekly

1. All walls, doors, frames, entrance glass and windows will be thoroughly cleaned, leaving no streaks, smudges, dust, or stains. Walls, doors and frames shall have a uniformity bright and clean appearance when completed.

2. Clean elevator display lights and interior and exterior lanterns.

(c)

Quarterly

1. Lobby lights, globes and fixtures cleaned, as necessary.

(d)

Annually

1. Hard surface floors cleaned, restored and resealed as per manufacturer’s specifications. If the condition of the surfaces requires more frequent cleaning, the frequency will be increased as directed by Landlord’s Agent.

Exhibit G – First Amended – Page 8

(5)	PUBLIC AREA (Including corridors and elevator lobbies)

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. All carpeted floors are to be vacuumed, edged with an edging tool and spot cleaned, including service corridors and garage lobbies and corridors.

2. All hard-surfaced floors are to be mopped with a treated dust mop. All spills and stains will be removed with a damp mop or cloth. Baseboards, frames (molding) and stone surfaces will be wiped down with a treated dust cloth.

3. All walls will be spot cleaned to remove all smudges, stains, and hand marks, using only clean water or a mild cleaning agent, where necessary.

4. All doors, jambs, walls, switch plates, woodwork, signage and kick plates will be spot cleaned to remove any hand marks, stains, spills or smudges.

5. All glass doors and partitions will be spot cleaned to remove any finger marks, smudges, or stains.

6. Clean, disinfect and polish all drinking fountains.

7. All metalwork, such as door signage, door hardware and frames, metal lettering and other metal accessories will be wiped clean and polished free of all dust and streaks. Tenants must be notified if chemical solvents are used.

8. Elevator doors panels (stone or wood) and frames will be completely wiped down and polished, removing all dust, marks and stains.

9. Dust all accessories, planters, ledges and all other horizontal surfaces, using a treated dust cloth. Dust all furnishings.

10. Trash receptacles emptied, and lining replaced.

Exhibit G – First Amended – Page 9

(b)

Weekly

1. All hard-surfaced floors, excluding marble and granite areas, will be wet-mopped and buffed weekly. All residual wax and mop or scrubber marks will be removed from baseboards.

2. Vacant spaces are to be policed weekly. Dusting, sweeping and a general cleaning done as necessary.

(c)

Monthly

1. All carpeted floors will be vacuumed, using a pile lifter to remove all embedded dirt and grit and restore pile to a uniformly upright condition.

2. Clean and sweep all vacant areas monthly.

(d)

Quarterly

1. Dust above shoulder height including, but not be limited to, all ledges, light fixtures, exterior surfaces, diffusers and vents.

2. Clean all carpeted areas each month, per manufacturer’s specifications.

3. All telephone closets, utility closets and building storage areas shall be cleaned.

4. Spot clean all vinyl wall coverings and service corridors.

(e)

Semi-Annually

1. Wall surfaces to be dusted.

(f)

Annually

1. All hard-surfaced floors, excluding natural stone areas, are to be machine scrubbed, refinished and polished. If the condition of the surfaces requires more frequent machine scrubbing, the frequency will be increased, as directed by Landlord’s Agent.

Exhibit G – First Amended – Page 10

(6)	Janitor’s Storage Closets

1. If any janitor’s closets are located within Tenant’s premises, such closets will be maintained in a clean and orderly condition and kept free of odors.

(7)	Stairwells

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. Police stairs and landing and remove debris.

2. All handrails, walls, doors jambs and sills will be checked daily and, where needed, dusted and spot-cleaned to remove all finger marks, smudges and stains.

(b)

Weekly

1. Handrails, baseboards, light fixtures, and all horizontal ledges and surfaces will be wiped with a treated dust cloth.

2. Sweep stairs and landings.

(c)

Monthly

1. Damp mop all stairs and landings.

2. Damp wipe railings and ledges.

3. Dust walls and other vertical surfaces and light fixtures.

(d)

Semi-Annually

1. Machine scrub non-carpeted floors.

(e)

Annually

1. Dust all fire equipment, inclusive of extinguishers, hose cabinets or covers and communication devices.

Exhibit G – First Amended – Page 11

(8)	Loading Dock (Including compactor area and freight elevator lobby)

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. All floors shall be swept clean of debris.

2. Mop service corridor to service cars.

3. Police service drive and remove debris.

4. Ashtrays and cigarette urns emptied and wiped clean.

5. Trash receptacles emptied and trash removed to designated area.

6. Allow tenant occasional use of dumpster.

(b)

Weekly

1. Hose down and squeegee loading bays.

2. Hose down service drive.

(c)

Monthly

1. The loading dock shall be power-washed and cleaned using a mechanical scrubber and appropriate grease cutting and sanitizing cleansers; to be performed after Loading Dock Hours.

(d)

Quarterly

1. Scrub dock office, wipe clean furniture cabinets, etc.

2. Wipe clean doors in service corridor.

(9)

Exterior

(a)

Nightly 5 days a week (except Sat., Sun. and Holidays)

1. All exterior walkways (including public sidewalls) stairs and plazas will be cleaned.

Exhibit G – First Amended – Page 12

(b)

Quarterly

1. All exterior walkways (including public sidewalks), stairs and plazas will be swept and power washed from April through October. During November through March, power washing will be directed by Landlord’s Agent, weather permitting. After sweeping and cleaning, all standing water will be removed by squeegee and the surfaces left in a clean, dirt-free condition. Special attention will be given to grout.

(10)	General Cleaning – Day Personnel

(a)

Daily

1. Police and maintain elevator cabs, including floors, as required or directed. Where elevator cabs are carpeted, they are to be vacuumed not less than once in the morning and once in the afternoon.

2. Clean and police all garage corridors, stairwells, utility areas, engineers office, locker rooms, mechanical rooms, setbacks, roof tops and all levels below the main floor to maintain a clean condition at all times. Equipment rooms, fan rooms, and all utility areas, including overhead piping shall be regularly dusted, swept, and otherwise maintained and kept in a clean condition at the direction of Landlord’s Agent.

3. Police garage for debris.

4. Wipe clean all lobby and elevator metal, handrails and exterior fire connections.

5. Keep entrance door glass and frames in a clean condition. Properly maintain exterior of Building at ground level, including any canopy trim and painted underside of canopies, store fronts, and other applicable areas.

6. The loading dock areas and the service freight areas, including the ground floor corridors and upper floor freight lobbies, are to be maintained and policed to sustain a clean condition at all times.

7. Police all lavatories; to be checked a minimum of twice a day morning and afternoon. Check and fill, as necessary, toilet tissue, soap dispensers, napkin dispensers and towel dispensers. Landlord’s Agent will use commercially reasonable efforts to employ both day porters and day matrons for these functions.

Exhibit G – First Amended – Page 13

8. All landscaped areas and walkways are to be policed to maintain a clean condition at all times.

9. There will be a constant surveillance of the lobby and plaza areas to insure cleanliness at all times.

10. Damp clean elevator doors and call buttons.

11. Spot clean stone walls, directories, security desks, etc.

12. Perform emergency cleaning (spillage, tracking, etc.) on hard surfaced floors.

(b)

Periodically, or As Needed

1. Sweep and hose down all building sidewalks, plaza areas, planters, etc. as directed by Landlord’s Agent.

2. Remove snow, sleet, ice, etc. within three (3) hours from all sidewalk and plaza areas during the hours of 6:00 a.m. to 12:00 a.m., seven (7) days per week or as directed by Landlord’s Agent. When snowfall is heavy, a temporary path is to be provided for pedestrian and freight traffic between 12:00 a.m. and 6:00 a.m. or as directed by Landlord’s Agent.

3. All reasonably necessary preparations will be taken to avoid icing on sidewalks when weather reports anticipate icing or snowfall or as directed by Landlord’s Agent.

4. During inclement weather, install/remove, as appropriate, lobby floor mats and runners or as directed by Landlord’s Agent.

5. All other duties as may be required to maintain the Building in clean condition during Regular Business Hours shall be performed by the day staff as and when directed by Building Management.

Exhibit G – First Amended – Page 14

(c)

Annually

1. Pressure wash garage floor, unless manufacturer’s specifications direct otherwise.

Exhibit G – First Amended – Page 15

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Agreement”) is entered into as of the 1st day of February, 2007 (the “Second Amendment Effective Date”), by and between FRANKMON LLC, a Delaware limited liability company (“Landlord”), and HYATT CORPORATION, a Delaware corporation (“Tenant”), with reference to the following:

R E C I T A L S:

A. Landlord and Tenant heretofore entered into that certain amended and restated office lease dated as of June 15, 2004 (the “Original Lease”), pursuant to which Tenant leased certain premises (the “Original Premises”) on the 9th through 16th and 46th through 48th floors of the building located at 71 South Wacker Drive, Chicago, Illinois (the “Building”).

C. Landlord and Tenant subsequently entered into a certain First Amendment to Lease dated October 13, 2006 (the “First Amendment”), pursuant to which, among other things, Tenant leased certain additional premises on the 17th floor of the Building (the “17th Floor Premises”) adjacent to the Original Premises. The Original Premises and the 17th Floor Premises are together referred to herein as the “Existing Premises.”

D. The Original Lease, as modified by the Supplemental Agreement and the First Amendment, is herein referred to as the “Lease.”

E. Landlord and Tenant desire to amend the Lease to provide for, among other things, the leasing by Tenant of certain additional premises in the Building, upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Landlord and Tenant hereby agree as follows:

2. Additional Premises.

a. Leasing of Additional 17th Floor Premises . Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord, an additional 10,616 rentable square feet comprising a portion of the 17th floor of the Building (the portion so leased being herein referred to as the “Additional 17th Floor Premises”), such Additional 17th Floor Premises, together with the 17th Floor Premises, being depicted more particularly on Exhibit A attached hereto, in accordance with, and subject to, all of the terms, covenants and conditions of the Lease applicable to the Existing Premises, except as hereinafter provided:

(i) The term of the letting of the Additional 17th Floor Premises shall commence on the Additional 17th Floor Premises Commencement Date and shall expire on the Initial Term Expiration Date, subject to extension of the Term pursuant to Paragraphs 35(F) and 35(G) of the Original Lease.

(ii) Net Rent and Additional Rent in respect of Taxes and Operating Expenses with respect to the Additional 17th Floor Premises shall commence to be payable on the Additional 17th Floor Premises Rent Commencement Date. Such Net Rent and all Additional Rent in respect of the Additional 17th Floor Premises shall be paid by Tenant to Landlord at the same place and in the same time and manner as payments of Net Rent and Additional Rent in respect of the Existing Premises.

(iii) Tenant shall pay Net Rent for the Additional 17th Floor Premises, for the period commencing on the Additional 17th Floor Premises Rent Commencement Date and continuing thereafter through the Term.

(iv) The Rentable Area of the Premises, effective as of the Additional 17th Floor Premises Rent Commencement Date, shall be increased by the Rentable Area of the Additional 17th Floor Premises and, effective as of the Additional 17th Floor Premises Rent Commencement Date, Tenant’s Pro Rata Share shall be increased in accordance with Paragraph 3(B)(vii) of the Original Lease, as modified by Paragraph 3 of the First Amendment. Effective as of the Additional 17th Floor Premises Commencement Date, all references in the Lease and this Agreement to “Premises” shall be deemed to include the Existing Premises and the Additional 17th Floor Premises.

(v) Tenant shall be entitled to a construction allowance applicable to the Additional 17th Floor Premises (the “Additional 17th Floor Premises Construction Allowance”) in an amount equal to the sum of (A) the product of (x) $90.00 and (y) the number of square feet of Rentable Area in the Additional 17th Floor Premises and (B) Sixty-Two Thousand and 00/100 Dollars ($62,000.00).

b. Consolidated 17th Floor Net Rent Schedule . Tenant shall pay Net Rent for the 17th Floor Premises and the Additional 17th Floor Premises, together, in the amounts set forth in the schedule attached here to as Exhibit B (the “Consolidated 17 ^th Floor Net Rent Schedule”). Tenant’s obligation to pay Net Rent pursuant to the Consolidated 17th Floor Net Rent Schedule shall be in lieu of, rather than in addition to, Tenant’s obligations to pay Net Rent for the 17th Floor Premises pursuant to Exhibit B of the First Amendment, and from and after the Additional 17th Floor Premises Rent Commencement Date, Tenant shall have no obligation to pay Net Rent pursuant to Paragraph 2(a)(iii) of the First Amendment.

c. Delivery of Possession and Tenant Improvements . Landlord has heretofore delivered possession of the Additional 17th Floor Premises to Tenant. Tenant has accepted possession of the Additional 17th Floor Premises in as-is condition, it being acknowledged that no agreement of Landlord to alter, remodel, decorate, clean or improve the Additional 17th Floor Premises or the Building, and no representation or warranty regarding the condition of the Additional 17th Floor Premises or the Building, has been made by Landlord or by any party acting on Landlord’s behalf. Any work necessary to cause the Additional 17th Floor Premises to be ready for Tenant’s use and occupancy thereof shall be performed by Tenant at Tenant’s sole cost and expense. Any such work, and the application of the Additional 17th Floor Premises Construction Allowance, shall be performed in accordance with, and subject to, the terms and provisions of the Workletter.

d. Certain Definitions . As used in this Agreement, the following terms shall have the meanings ascribed to them as set forth below:

(i) The term “Additional 17th Floor Premises Commencement Date” shall mean the date on which Landlord delivers possession of the Additional 17th Floor Premises to Tenant.

(ii) The term “Additional 17th Floor Premises Rent Commencement Date” shall mean the date that is the earlier to occur of (x) March 1, 2007, and (y) the date on which Tenant occupies the Additional 17th Floor Premises for the purpose of conducting business therein.

3. Remaining 17th Floor Premises Expansion Option . Effective as of the Second Amendment Effective Date, the term “Remaining 17th Floor Premises,” and all references thereto in the Lease, shall mean the 17th floor of the Building, less the 17th Floor Premises and the Additional 17th Floor Premises.

4. Electrical Service . Notwithstanding anything to the contrary contained in Paragraph 6(D) of the Lease, usage of electricity servicing the 17th Floor Premises and the Additional 17th Floor Premises shall be on a shared meter basis. Tenant shall pay Landlord for Tenant’s electric usage based on actual meter readings and Tenant’s proportionate share of all occupied space commonly metered with the 17th Floor Premises and the Additional 17th Floor Premises.

5. Integration of Lease and Controlling Language . This Agreement and the Lease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Lease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

6. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

7. Entire Agreement . This Agreement and the Lease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Lease and supersede all prior and contemporaneous understandings and agreements, other than the Lease, between the parties respecting the subject matter of this Agreement and the Lease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Lease which are not fully expressed in this Agreement and the Lease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Lease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

8. Successors and Assigns . Each provision of the Lease and this Agreement shall extend to and shall bind and inure to the benefit of Landlord and Tenant, their respective heirs, legal representatives, successors and assigns.

9. Time of the Essence . Time is of the essence of this Agreement and the Lease and each provision hereof.

10. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

12. Ratification . Except as amended and modified hereby, the Lease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Lease is amended and modified hereby, the Lease is hereby ratified, adopted and confirmed.

13. Limitation on Landlord’s Liability . It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the benefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“Landlord’s Agent”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Lease as of the day and year first above written.


LANDLORD : FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		President

TENANT : HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President – Finance

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A

17TH FLOOR PREMISES AND ADDITIONAL 17TH FLOOR PREMISES

LOGO

A-1

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B

CONSOLIDATED 17TH FLOOR NET RENT SCHEDULE

17TH FLOOR PREMISES AND ADDITIONAL 17TH FLOOR PREMISES

OFFICE PREMISES FLOOR 17 (25,599 SQUARE FEET OF RENTABLE AREA)


TIME PERIOD	PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
Additional 17th Floor Premises Rent Commencement Date – January 31, 2008	$	24.00	$	614,376.00	$	51,198.00
February 1, 2008 – January 31, 2009	$	24.60	$	629,735.40	$	52,477.95
February 1, 2009 – January 31, 2010	$	25.22	$	645,606.78	$	53,800.57
February 1, 2010 – January 31, 2011	$	25.85	$	661,734.15	$	55,144.51
February 1, 2011 – January 31, 2012	$	29.11	$	745,186.89	$	62,098.91
February 1, 2012 – January 31, 2013	$	29.69	$	760,034.31	$	63,336.19
February 1, 2013 – January 31, 2014	$	30.28	$	775,137.72	$	64,594.81
February 1, 2014 – January 31, 2015	$	30.89	$	790,753.11	$	65,896.09
February 1, 2015 – January 31, 2016	$	31.51	$	806,624.49	$	67,218.71
February 1, 2016 – January 31, 2017	$	32.14	$	822,751.86	$	68,562.66
February 1, 2017 – January 31, 2018	$	32.78	$	839,135.22	$	69,927.94
February 1, 2018 – January 31, 2019	$	33.44	$	856,030.56	$	71,335.88
February 1, 2019 – February 29, 2020	$	34.11	$	873,181.89	$	72,765.16

B-1

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “ Agreement ”) is entered into as of June 26, 2008 (the “ Agreement Effective Date ”), by and between FRANKMON LLC, a Delaware limited liability company (“ Landlord ”), and HYATT CORPORATION, a Delaware corporation (“ Tenant ”), with reference to the following:

R E C I T A L S:

A. Landlord and Tenant heretofore entered into that certain amended and restated office lease dated as of June 15, 2004 (the “ Original Lease ”), pursuant to which Tenant leased certain premises (the “ Original Premises ”) on the 9th through 16th and 46th through 48th floors of the building located at 71 South Wacker Drive, Chicago, Illinois (the “ Building ”).

B. Landlord and Tenant subsequently entered into that certain supplemental agreement dated September 1, 2006 (the “ Supplemental Agreement ”), pursuant to which Landlord and Tenant, among other things, confirmed certain dates relating to Tenant’s leasing of the Premises and the number of square feet of Rentable Area contained in each of the floors that comprise a part of the Premises.

C. Landlord and Tenant subsequently entered into a certain First Amendment to Lease dated October 13, 2006 (the “ First Amendment ”), pursuant to which, among other things, Tenant leased certain additional premises on the 17th floor of the Building (the “ 17th Floor Premises ”) adjacent to the Original Premises.

D. Landlord and Tenant subsequently entered into a certain Second Amendment to Lease dated February 1, 2007 (the “ Second Amendment ”), pursuant to which, among other things, Tenant leased certain additional premises on the 17th floor of the Building (the “ Additional 17th Floor Premises ”) adjacent to the 17 ^th Floor Premises. The Original Premises, the 17th Floor Premises and the Additional 17th Floor Premises are collectively referred to herein as the “ Existing Premises .”

E. The Original Lease, as modified by the Supplemental Agreement, the First Amendment and the Second Amendment, is herein referred to as the “ Lease .”

F. Landlord and Tenant desire to amend the Lease to provide for, among other things, the leasing by Tenant of certain additional premises in the Building, upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Landlord and Tenant hereby agree as follows:

2. Additional Premises .

a. Leasing of 8th Floor Premises . Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord, an additional 9,725 rentable square feet comprising a portion of the 8th floor of the Building (the portion so leased being herein referred to as the “ 8th Floor Premises ”), such 8th Floor Premises being depicted more particularly on Exhibit A attached hereto. Tenant’s leasing of the 8th Floor Premises shall be in accordance with, and subject to, all of the terms, covenants and conditions of the Lease applicable to the Existing Premises, except as expressly set forth herein to the contrary.

b. Term – 8th Floor Premises . Tenant’s leasing of the 8th Floor Premises shall be for a term (the “ 8th Floor Premises Term ”) commencing on the 8th Floor Premises Commencement Date and ending on December 31, 2008 (the “ 8th Floor Premises Termination Date ”).

c. Delivery of Possession – 8th Floor Premises . Landlord shall deliver possession of the 8th Floor Premises to Tenant no later than June 15, 2008. Tenant shall accept possession of the 8th Floor Premises in as-is condition, it being acknowledged that no agreement of Landlord to alter, remodel, decorate, clean or improve the 8th Floor Premises or the Building, and no representation or warranty regarding the condition of the 8th Floor Premises, the Furniture or the Building, has been made by Landlord or by any party acting on Landlord’s behalf.

d. No Alteration Work – 8th Floor Premises . Tenant shall not perform or cause to be performed any Alteration Work in the 8th Floor Premises.

e. Rent – 8th Floor Premises . Tenant shall pay Net Rent and Additional Rent in respect of Taxes and Operating Expenses for the 8th Floor Premises throughout the 8th Floor Premises Term commencing on 8th Floor Premises Rent Commencement Date. The Net Rent payable by Tenant to Landlord in respect of the 8 ^th Floor Premises shall be as set forth on Exhibit B attached hereto. Such Net Rent and all Additional Rent in respect of the 8th Floor Premises shall be paid by Tenant to Landlord at the same place and in the same time and manner as payments of Net Rent and Additional Rent in respect of the Existing Premises.

f. Increased Rentable Area and Pro Rata Share . Commencing on the 8th Floor Premises Rent Commencement Date and continuing throughout the 8th Floor Premises Term, (i) the Rentable Area of the Premises shall be increased by the Rentable Area of the 8th Floor Premises, and (ii) Tenant’s Pro Rata Share shall be increased in accordance with Paragraph 3(B)(vii) of the Original Lease, as modified by Paragraph 3 of the First Amendment.

g. References to Premises . Except as expressly set forth herein to the contrary, during the 8th Floor Premises Term, all references in the Lease and this Agreement to “ Premises ” shall be deemed to include the Existing Premises and the 8th Floor Premises.

h. No Subletting . Tenant shall not (i) sublet the 8th Floor Premises or any part thereof, or (iii) permit the use of the 8th Floor Premises by any parties other than Tenant or its employees (each of the foregoing being hereinafter referred to as an “ 8th Floor Premises Transfer ”). Any 8th Floor Premises Transfer shall be null, void and of no effect and shall constitute a Default under this Agreement and the Lease.

i. Expiration of 8th Floor Premises Term . At the expiration of the 8th Floor Premises Term, Tenant shall surrender possession of the 8th Floor Premises in accordance with the terms and provisions of Article 13 of the Lease. If Tenant fails to surrender possession of the 8th Floor Premises as aforesaid by the 8th Floor Premises Termination Date, Tenant shall be deemed a holdover tenant in the 8th Floor Premises as contemplated by and consistent with Article 14 of the Lease. From and after the 8th Floor Premises Termination Date (or such later date on which Tenant actually surrenders possession of the 8th Floor Premises), the Net Rent and Tenant’s Pro Rata Share shall be appropriately adjusted.

j. Furniture . As of the Agreement Effective Date, the 8th Floor Premises contains the furniture shown on the space plan attached hereto as Exhibit C (the “ Furniture ”). Landlord hereby grants Tenant the right to use the Furniture during the 8th Floor Premises Term. Tenant accepts the Furniture “AS IS” and agrees to maintain the Furniture in good condition and repair. Any furniture that replaces any of the Furniture shall become the Furniture. Upon the expiration of the 8th Floor Premises Term, Tenant shall surrender possession of the Furniture in good condition and repair, ordinary wear and tear and damage excepted.

k. Shared Floor . The 8th Floor Premises comprise a part of a full floor build-out rather than a separate, demised space of the type typically found on a multi-tenant floor of the Building. If during the 8th Floor Premises Term, Landlord leases all or any portion of the remainder of the 8th floor (the “ Remainder Premises ”) to another tenant, Tenant shall reimburse Landlord, as Additional Rent, for fifty percent (50%) of the reasonable costs incurred by Landlord to construct demising walls and entrances to the 8th Floor Premises and the Remainder Premises and common corridors on such floor, re-route and/or separate utilities (to the extent applicable) and to perform all other work as may be required to separate the 8th Floor Premises from the Remainder Premises.

l. Certain Definitions . As used in this Agreement, the following terms shall have the meanings ascribed to them as set forth below:

(i) The term “ 8th Floor Premises Commencement Date ” shall mean the date on which Landlord delivers possession of the 8th Floor Premises to Tenant.

(ii) The term “ 8th Floor Premises Rent Commencement Date ” shall mean the date that is the earlier to occur of (x) July 1, 2008, and (y) the date on which Tenant occupies the 8th Floor Premises for the purpose of conducting business therein.

3. Substitution of 8th Floor Premises . If at any time during the 8th Floor Premises Term, Landlord receives a bona fide third party offer to lease all or any portion of the 8th floor Premises, Landlord, upon ten (10) days prior notice, may substitute for the 8th Floor Premises other premises on the 8th floor of the Building containing a comparable number of workstations (the “ Alternate 8th Floor Premises ”). Landlord, at Landlord’s sole cost and expense, shall install phone and data cabling in the Alternate 8th Floor Premises comparable to such cabling installed in the 8th Floor Premises.

4. Electrical Service . Notwithstanding anything to the contrary contained in Paragraph 6(D) of the Lease, as modified by Paragraph 4 of the Second Amendment, usage of electricity servicing the 8th Floor Premises shall be separately metered and payable by Tenant directly to the utility service provider thereof.

9. Time of the Essence . Time is of the essence of this Agreement and the Lease and each provision hereof.

10. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

13. Limitation on Landlord’s Liability . It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the benefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“ Landlord’s Agent ”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

14. No Offer . Submission of this Agreement by Landlord to Tenant is not an offer to enter into this Agreement but rather is a solicitation for such an offer from Tenant. Landlord shall not be bound by this Agreement until Landlord has executed and delivered the same to Tenant.

(Remainder of page intentionally left blank;

Signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Lease as of the Agreement Effective Date.


LANDLORD : FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		President


TENANT : HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Senior Vice President and Corporate Controller

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A

8TH FLOOR PREMISES

(SEE ATTACHED)

A-1

LOGO

A-2

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B

NET RENT SCHEDULE - 8TH FLOOR PREMISES

OFFICE PREMISES FLOOR 8 (9,725 SQUARE FEET OF RENTABLE AREA)


TIME PERIOD	PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
8th Floor Premises Term	$	30.00	$	291,750.00	$	24,312.50

B-1

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT C

FURNITURE

(SEE ATTACHED)

C-1

LOGO

C-2

FOURTH AMENDMENT TO LEASE

THIS FOURTH AMENDMENT TO LEASE (this “ Agreement ”) is entered into as of December 22, 2008 (the “ Fourth Amendment Execution Date ”), but shall be deemed effective as of September 1, 2008 (the “ Fourth Amendment Effective Date ”), by and between FRANKMON LLC, a Delaware limited liability company (“ Landlord ”), and HYATT CORPORATION, a Delaware corporation (“ Tenant ”), with reference to the following:

R E C I T A L S:

E. Landlord and Tenant subsequently entered into a certain Third Amendment to Lease dated June 26, 2008 (the “ Third Amendment ”), pursuant to which, among other things, Tenant leased certain additional premises on the 8th floor of the Building (the “ 8th Floor Premises ”). The Original Premises, the 17th Floor Premises, the Additional 17th Floor Premises and the 8th Floor Premises are collectively referred to herein as the “ Existing Premises .”

F. The Original Lease, as modified by the Supplemental Agreement, the First Amendment, the Second Amendment and the Third Amendment, is herein referred to as the “ Lease .”

G. Landlord and Tenant desire to amend the Lease to provide for, among other things, the extension of the 8th Floor Premises Term for the 8th Floor Premises and the leasing by Tenant of certain additional premises in the Building, upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Landlord and Tenant hereby agree as follows:

2. Extension of the 8th Floor Premises Term . The 8th Floor Premises Term for the 8th Floor Premises expires on December 31, 2008. The 8th Floor Premises Term is hereby extended for a period of three (3) months and shall expire on March 31, 2009 (the “ Extended 8th Floor Premises Termination Date ”), unless sooner terminated in accordance with the terms of the Lease. That portion of the 8th Floor Premises Term commencing on January 1, 2009 and ending on the Extended 8th Floor Premises Termination Date shall be referred to herein as the “ 8th Floor Premises Extended Term .” All references in the Lease to (i) the term “ 8th Floor Premises Term ” shall be deemed to include the 8th Floor Premises Extended Term, and (ii) the term “ 8th Floor Premises Termination Date ” shall be deemed to mean the Extended 8th Floor Premises Termination Date. Tenant’s leasing of the 8th Floor Premises during the 8th Floor Premises Extended Term shall be in accordance with, and subject to, all of the terms, covenants and conditions of the Lease applicable to the 8th Floor Premises during the 8th Floor Premises Term, including among other things, the payment of Net Rent in the amount of $24,312.50 per month and Additional Rent in respect of Taxes and Operating Expenses for the 8th Floor Premises throughout the 8th Floor Premises Extended Term.

3. Additional Premises .

a. Leasing of Additional 8th Floor Premises . Landlord and Tenant ratify and confirm that, effective as of the Fourth Amendment Effective Date, Landlord leased to Tenant, and Tenant accepted from Landlord, an additional 1,746 rentable square feet comprising a portion of the 8th floor of the Building (the portion so leased being herein referred to as the “ Additional 8th Floor Premises ”), such Additional 8th Floor Premises being depicted more particularly on Exhibit A attached hereto. Tenant’s leasing of the Additional 8th Floor Premises shall be in accordance with, and subject to, all of the terms, covenants and conditions of the Lease applicable to the Existing Premises, except as expressly set forth herein to the contrary.

b. Term – Additional 8th Floor Premises . The term (the “ Additional 8th Floor Premises Term ”) of the letting of the Additional 8th Floor Premises commenced on the Fourth Amendment Effective Date and shall expire on March 31, 2009 (the “ Additional 8th Floor Premises Termination Date ”).

c. Delivery of Possession – Additional 8th Floor Premises . Landlord delivered possession of the Additional 8th Floor Premises to Tenant on the Fourth Amendment Effective Date. Tenant has accepted possession of the Additional 8th Floor Premises in as-is condition, it being acknowledged that no agreement of Landlord to alter, remodel, decorate, clean or improve the Additional 8th Floor Premises or the Building, and no representation or warranty regarding the condition of the Additional 8th Floor Premises, the Additional Furniture or the Building, has been made by Landlord or by any party acting on Landlord’s behalf.

d. No Alteration Work – Additional 8th Floor Premises . Tenant shall not perform or cause to be performed any Alteration Work in the Additional 8th Floor Premises.

e. Rent – Additional 8th Floor Premises . Tenant shall pay Net Rent and Additional Rent in respect of Taxes and Operating Expenses for the Additional 8th Floor Premises throughout the Additional 8th Floor Premises Term commencing on the Fourth Amendment Effective Date. The Net Rent payable by Tenant to Landlord in respect of the Additional 8th Floor Premises shall be as set forth on Exhibit B attached hereto. Such Net Rent and all Additional Rent in respect of the Additional 8th Floor Premises shall be paid by Tenant to Landlord at the same place and in the same time and manner as payments of Net Rent and Additional Rent in respect of the Existing Premises.

f. Increased Rentable Area and Pro Rata Share . Commencing on the Fourth Amendment Effective Date and continuing throughout the Additional 8th Floor Premises Term, (i) the Rentable Area of the Premises shall be increased by the Rentable Area of the Additional 8th Floor Premises, and (ii) Tenant’s Pro Rata Share shall be increased in accordance with Paragraph 3(B)(vii) of the Original Lease, as modified by Paragraph 3 of the First Amendment.

g. References to Premises . Except as expressly set forth herein to the contrary, during the Additional 8th Floor Premises Term, all references in the Lease and this Agreement to “ Premises ” shall be deemed to include the Existing Premises and the Additional 8th Floor Premises.

h. No Subletting . Tenant shall not (i) sublet the Additional 8th Floor Premises or any part thereof, or (ii) permit the use of the Additional 8th Floor Premises by any parties other than Tenant or its employees (each of the foregoing being hereinafter referred to as an “ Additional 8th Floor Premises Transfer ”). Any Additional 8th Floor Premises Transfer shall be null, void and of no effect and shall constitute a Default under this Agreement and the Lease.

i. Expiration of Additional 8th Floor Premises Term . At the expiration of the Additional 8th Floor Premises Term, Tenant shall surrender possession of the Additional 8th Floor Premises in accordance with the terms and provisions of Article 13 of the Lease. If Tenant fails to surrender possession of the Additional 8th Floor Premises as aforesaid by the Additional 8th Floor Premises Termination Date, Tenant shall be deemed a holdover tenant in the Additional 8th Floor Premises as contemplated by and consistent with Article 14 of the Lease. From and after the Additional 8th Floor Premises Termination Date (or such later date on which Tenant actually surrenders possession of the Additional 8th Floor Premises), the Net Rent and Tenant’s Pro Rata Share shall be appropriately adjusted.

j. Furniture . As of the Fourth Amendment Effective Date, the Additional 8th Floor Premises contains the furniture shown on the space plan attached hereto as Exhibit C (the “ Additional Furniture ”). Landlord hereby grants Tenant the right to use the Additional Furniture during the Additional 8th Floor Premises Term. Tenant accepts the Additional Furniture “AS IS” and agrees to maintain the Additional Furniture in good condition and repair. Any furniture that replaces any of the Additional Furniture shall become the Additional Furniture. Upon the expiration of the Additional 8th Floor Premises Term, Tenant shall surrender possession of the Additional Furniture in good condition and repair, ordinary wear and tear and damage excepted.

k. Shared Floor . The Additional 8th Floor Premises comprise a part of a full floor build-out rather than a separate, demised space of the type typically found on a multi-tenant floor of the Building. If during the Additional 8th Floor Premises Term, Landlord leases all or any portion of the remainder of the Additional 8th floor (the “ Additional 8th Floor Remainder Premises ”) to another tenant, Tenant shall reimburse Landlord, as Additional Rent, for fifty percent (50%) of the reasonable costs incurred by Landlord to construct demising walls and entrances to the Additional 8th Floor Premises and the Additional 8th Floor Remainder Premises and common corridors on such floor, re-route and/or separate utilities (to the extent applicable) and to perform all other work as may be required to separate the Additional 8th Floor Premises from the Additional 8th Floor Remainder Premises.

4. Substitution of Additional 8th Floor Premises . If at any time during the Additional 8th Floor Premises Term, Landlord receives a bona fide third party offer to lease all or any portion of the Additional 8th Floor Premises, Landlord, upon ten (10) days prior notice, may substitute for the Additional 8th Floor Premises other premises on the 8th floor of the Building containing a comparable number of workstations (the “ Alternate Additional 8th Floor Premises ”). Landlord, at Landlord’s sole cost and expense, shall install phone and data cabling in the Alternate Additional 8th Floor Premises comparable to such cabling installed in the Additional 8th Floor Premises.

5. Electrical Service . Notwithstanding anything to the contrary contained in Paragraph 6(D) of the Lease, as modified by Paragraph 4 of the Second Amendment, usage of electricity servicing the Additional 8th Floor Premises shall be separately metered and payable by Tenant directly to the utility service provider thereof.

6. Integration of Lease and Controlling Language . This Agreement and the Lease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Lease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

7. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

8. Entire Agreement . This Agreement and the Lease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Lease and supersede all prior and contemporaneous understandings and agreements, other than the Lease, between the parties respecting the subject matter of this Agreement and the Lease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Lease which are not fully expressed in this Agreement and the Lease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Lease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

9. Successors and Assigns . Each provision of the Lease and this Agreement shall extend to and shall bind and inure to the benefit of Landlord and Tenant, their respective heirs, legal representatives, successors and assigns.

10. Time of the Essence . Time is of the essence of this Agreement and the Lease and each provision hereof.

11. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

12. Authority . Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

13. Ratification . Except as amended and modified hereby, the Lease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Lease is amended and modified hereby, the Lease is hereby ratified, adopted and confirmed.

14. Limitation on Landlord’s Liability . It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the benefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“ Landlord’s Agent ”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

15. No Offer . Submission of this Agreement by Landlord to Tenant is not an offer to enter into this Agreement but rather is a solicitation for such an offer from Tenant. Landlord shall not be bound by this Agreement until Landlord has executed and delivered the same to Tenant.

(Remainder of page intentionally left blank;

Signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Lease as of the Fourth Amendment Execution Date.


LANDLORD : FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
Name:		J. Kevin Poorman
Title:		Authorized Representative


TENANT : HYATT CORPORATION, a Delaware corporation

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT A

ADDITIONAL 8TH FLOOR PREMISES

(SEE ATTACHED)

A-1

LOGO

A-2

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT B

NET RENT SCHEDULE – ADDITIONAL 8TH FLOOR PREMISES

OFFICE PREMISES FLOOR 8 (1,746 square feet of Rentable Area)


TIME PERIOD	PER SQUARE FOOT OF RENTABLE AREA		ANNUAL RENT		MONTHLY INSTALLMENT OF RENT
Additional 8th Floor Premises Term	$	30.00	$	52,380.00	$	4,365.00

B-1

HYATT CENTER

71 SOUTH WACKER DRIVE

HYATT CORPORATION

EXHIBIT C

ADDITIONAL FURNITURE

(SEE ATTACHED)

C-1

LOGO

C-2

FIFTH AMENDMENT TO LEASE

THIS FIFTH AMENDMENT TO LEASE (this “ Agreement ”) is entered into as of December 22, 2008 (the “ Fifth Amendment Effective Date ”), by and between FRANKMON LLC, a Delaware limited liability company (“ Landlord ”), and HYATT CORPORATION, a Delaware corporation (“ Tenant ”), with reference to the following:

R E C I T A L S:

F. Landlord and Tenant subsequently entered into a certain Fourth Amendment to Lease dated of even date herewith (the “ Fourth Amendment ”), pursuant to which, among other things, Tenant leased certain additional premises on the 8th floor of the Building (the “ Additional 8th Floor Premises ”). The Original Premises, the 17th Floor Premises, the Additional 17th Floor Premises, the 8th Floor Premises and the Additional 8th Floor Premises are collectively referred to herein as the “ Premises .”

G. The Original Lease, as modified by the Supplemental Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, is herein referred to as the “ Lease .”

H. Tenant, pursuant to Paragraph 35(J) of the Original Lease, would be obligated to surrender possession of the entire 46th floor of the Building (the “ 46th Floor Space ”) if Mayer Brown were to timely exercise its right to lease the 46th Floor Space pursuant to the MB 46th Floor Expansion Right.

I. Tenant, at the request of Diversified Financial Management Corp., Tenant’s subtenant for a portion of the 46th Floor Space pursuant to that certain Sublease dated as of July 15, 2004, requested Landlord to seek to have Mayer Brown waive and relinquish any and all rights pursuant to the Mayer Brown Lease to lease the 46th Floor Space.

J. Landlord, at Tenant’s request, has caused Mayer Brown to enter into an amendment to the Mayer Brown Lease (the “ Mayer Brown Lease Amendment ”), pursuant to which Mayer Brown has waived and forever relinquished any and all rights it has to the 46th Floor Space.

K. In conjunction with the Mayer Brown Lease Amendment, Landlord and Tenant desire to amend the Lease to remove therefrom Tenant’s obligation to surrender possession of the 46th Floor Space following an exercise by Mayer Brown of the MB 46th Floor Expansion Right, as more particularly described below.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Landlord and Tenant hereby agree as follows:

2. Elimination of Mandatory Surrender of 46th Floor . Paragraph 35(J) of the Original Lease, from and after the Fifth Amendment Effective Date, is hereby deleted in its entirety, it being acknowledged and agreed that Landlord, from and after the Fifth Amendment Effective Date, shall have no further right to deliver to Tenant the MB 46th Floor Option Notice. All references in the Lease to the MB 46th Floor Expansion Right, the MB 46th Floor Option Notice, the Required Contraction Effective Date, the Possible 46th Floor Replacement Premises and the 46th Floor Surrender Date shall be deemed deleted in their entirety.

3. Elimination of 46th Floor Replacement Option . Paragraph 35(K) of the Original Lease, from and after the Fifth Amendment Effective Date, is hereby deleted in its entirety, it being acknowledged and agreed that Tenant, from and after the Fifth Amendment Effective Date, shall have no further right to exercise the 46th Floor Replacement Option. All references in the Lease to the 46th Floor Replacement Option, the 46th Floor Replacement Option Scheduled Delivery Date, the 46th Floor Replacement Notice, the 46th Floor Replacement Option Rent Commencement Date, the 46th Floor Replacement Premises Allowance and the 46th Floor Replacement Premises shall be deemed deleted in their entirety.

4. Reimbursement for Consideration Paid . Pursuant to the Mayer Brown Amendment, Landlord has agreed to pay Mayer Brown a sum equal to Four Hundred Twenty-Five Thousand and No/100 Dollars ($425,000.00) (the “ Relinquishment Consideration ”) as consideration for the waiver and relinquishment by Mayer Brown of the MB 46th Floor Expansion Right. Tenant, concurrently with Tenant’s execution and delivery of this Agreement, shall pay to Landlord a sum equal to the Relinquishment Consideration as reimbursement therefor to Landlord.

9. Time of the Essence . Time is of the essence of this Agreement and the Lease and each provision hereof.

10. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

13. Limitation on Landlord’s Liability . It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability of Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord’s interest in the Property (or if Landlord is the beneficiary of a land trust, Landlord’s right, title and interest in such land trust), in each case as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the benefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“ Landlord’s Agent ”) on behalf of Landlord, then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and their respective directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability of Landlord’s Agent to pay any indebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.

(Remainder of page intentionally left blank;

signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Lease as of the Fifth Amendment Effective Date.


LANDLORD : FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
Name:		J. Kevin Poorman
Title:		Authorized Representative


TENANT : HYATT CORPORATION, a Delaware corporation

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

Exhibit 10.22

SUBLEASE

Between

HYATT CORPORATION,

as Sublandlord

and

PRITZKER REALTY GROUP, L.P.,

as Subtenant

71 South Wacker Drive

Chicago, Illinois

TABLE OF CONTENTS


			Page
1.	Definitions		1
	1.1.	Additional Rent	1
	1.2.	Commencement Date	2
	1.3.	Net Rent	2
	1.4.	Sublease Term	2
	1.5.	Subtenant’s Share	2

2.	Sublease of Subleased Premises		2
	2.1.	Initial Term	2
	2.2.	Renewal Option	3

3.	Delivery of the Subleased Premises		3

4.	Rent Payments		3
	4.1.	Commencement of Net Rent	3
	4.2.	Additional Rent	4
	4.3.	Audit	4
	4.4.	Amounts Due Subsequent to Termination	4
	4.5.	Rent Payments to Master Landlord	4

5.	Condition of the Subleased Premises		4
	5.1.	Construction of Improvements	4
	5.2.	As-Is Condition	5

6.	Master Lease – Rights and Obligations of Subtenant		5
	6.1.	Rights and Obligations	5
	6.2.	Indemnification by Subtenant	5
	6.3.	Direct Arrangements with Master Landlord	6
	6.4.	Master Lease Superior	6

7.	Master Lease - Obligations of Sublandlord		6
	7.1.	Enforcement of Master Landlord Obligations	6
	7.2.	No liability of Sublandlord	7
	7.3.	Abatements of Rent	7
	7.4.	Indemnification by Sublandlord	7
	7.5.	No Amendments	8

8.	Use of Subleased Premises		8

9.	Additions and Alterations		8

10.	Shared Facilities		8
	10.1.	Costs and Expenses - Construction	8


	10.2.	Cafeteria	8
	10.3.	Fitness Center	8

11.	Parking		8

12.	Insurance		9
	12.1.	Required Insurance	9
	12.2.	Waivers of Claims	9

13.	Damage or Destruction		9

14.	Condemnation		10

15.	Indemnification Generally		10

16.	Representations and Warranties of Sublandlord		10

17.	Other Subtenants		10

18.	Right of First Offer		11

19.	Inapplicable Provisions of Master Lease		11

20.	Shared Floor and Facilities		11

21.	Covenant of Quiet Enjoyment		12

22.	Brokers		12

23.	Notices		12

24.	Non-Waiver of Default		13

25.	Memorandum of Sublease		13

26.	No Interpretation Against Drafter		13

27.	Execution and Counterparts		13

28.	Partial Invalidity		13

29.	Attorneys’ Fees		13

30.	Further Assurances		13

31.	Execution of Sublease; No Option or Offer		14

32.	Entire Agreement		14

33.	Subordination		14


EXHIBIT A		MASTER LEASE

EXHIBIT B		FLOOR PLANS OF THE SUBLEASED PREMISES

EXHIBIT C		CONFIRMATION AGREEMENT

EXHIBIT D		MASTER LANDLORD RECOGNITION AGREEMENT

EXHIBIT E		NET RENT SCHEDULE

iii

INDEX OF DEFINED TERMS


Additional Rent		1
Available Space		11
Building		1
Commencement Date		2
Common Facilities		12
Confirmation Agreement		2
Fit-Out Work Contractor		5
Initial Term Extension Option		2
Initial Term Extension Period		3
Master Landlord		1
Master Landlord Recognition Agreement		2
Master Lease		1
Net Rent		2
Other Subtenants		5
Rent		4
Subject Space		11
Sublandlord		1
Sublease		1
Sublease Term		2
Subleased Premises		1
Subtenant		1
Subtenant’s Share		2
Tenant Improvements Construction Contract		5
Termination Date		2

SUBLEASE

This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“Subtenant”), with reference to the following:

RECITALS:

A. FrankMon LLC, a Delaware limited liability company (the “Master Landlord”), as lessor, and Sublandlord, as lessee, heretofore entered into that certain Amended and Restated Office Lease dated as of June 15, 2004 (as the same may be amended or modified, from time to time, the “Master Lease”), pursuant to which Master Landlord leased to Sublandlord, and Sublandlord leased from Master Landlord, certain premises to be located in an office building, the address of which will be 71 South Wacker Drive, Chicago, Illinois (the “Building”). A copy of the Master Lease is attached hereto as Exhibit “A” . All capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Master Lease.

B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublet from Sublandlord, a portion of the Master Premises located on the 46th and 47th floors of the Building and consisting of approximately 23,320 square feet of Rentable Area (the “Subleased Premises”), approximately 8,162 square feet of Rentable Area being located on the 46th floor, and approximately 15,158 square feet of Rentable Area being located on the 47th floor, such Subleased Premises being more particularly depicted on Exhibit “B” attached hereto.

AGREEMENT

NOW, THEREFORE, with reference to the foregoing recitals, each of which are deemed to be a part of this Sublease, and in consideration of the mutual covenants and agreements contained in this Sublease, Sublandlord and Subtenant hereby agree as follows:

1. Definitions . For purposes of this Sublease, the following terms shall have the following meanings:

1.1. Additional Rent . “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional

Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

1.2. Commencement Date . The term “Commencement Date” means the High-Rise Rent Commencement Date. Following the Commencement Date, Sublandlord and Subtenant shall execute an agreement confirming the Commencement Date and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease in substantially the form attached to this Sublease as Exhibit “C” (the “Confirmation Agreement”).

1.3. Net Rent . The term “Net Rent” means the base net rent due for the Subleased Premises during the Sublease Term in the amounts set forth on Exhibit “E” attached hereto:

1.4. Sublease Term . The term “Sublease Term” means the term commencing on the Commencement Date and ending on December 16, 2011 (the “Termination Date”), subject to extension pursuant to Section 2.2 below.

1.5. Subtenant’s Share . The “Subtenant’s Share” means a fraction, the numerator of which is the number of square feet of Rentable Area of the Subleased Premises and the denominator of which is the number of square feet of Rentable Area of the Master Premises. Subtenant’s Share on the Commencement Date shall be set forth in the Confirmation Agreement or at such time as the Rentable Areas of the Subtenant Premises and the Premises are determined pursuant to Paragraph 1(C) of the Master Lease. Subtenant’s Share is subject to adjustment pursuant to the formula set forth above if and to the extent the square footage of the Rentable Area of the Subleased Premises and/or the Master Premises is adjusted from time to time pursuant to the Master Lease.

2. Sublease of Subleased Premises .

2.1. Initial Term . Sublandlord hereby subleases to Subtenant and Subtenant hereby Subleases from Sublandlord the Subleased Premises for the Sublease Term on the terms and subject to the conditions set forth in this Sublease. The validity and enforceability of this Sublease is contingent upon and subject to Master Landlord’s execution and delivery of the instrument substantially in the form attached hereto as Exhibit “D” (the “Master Landlord Recognition Agreement”). Sublandlord shall pay any review expenses charged by Master Landlord in connection with its review and approval of this Sublease and Subtenant.

2.2. Renewal Option .

(a) Subtenant shall have the right (the “Initial Term Extension Option”) to extend the Term hereof through the Initial Term Expiration Date by delivering written notice to Sublandlord of such election on or prior to the 60 ^th day preceding the Termination Date. If Subtenant timely exercises the Initial Term Extension Option, Subtenant’s leasing of the Subleased Premises during the period (the “Initial Term Extension Period”) commencing on the day following the Termination Date and continuing through the Initial Term Expiration Date shall be upon the same terms and conditions as are set forth herein, except that Subtenant shall pay Net Rent during the Initial Term Extension Period in the amounts set forth on Exhibit “E” attached hereto.

(b) Subtenant, at any time on or prior to the 30th day preceding the last day on which Sublandlord may exercise a Renewal Option pursuant to Article 35 of the Master Lease, and provided Subtenant shall have exercised the Initial Term Extension Option pursuant to Paragraph 2.2(a) above, may elect to cause Sublandlord to exercise the applicable Renewal Option with respect to the Subleased Premises, whereupon Sublandlord shall so exercise such Renewal Option. The Sublease Term thereafter shall be extended for the length of the First Renewal Term or the Second Renewal Term, as applicable, and Subtenant shall pay Net Rent for the applicable Renewal Term in the amount determined by Master Landlord and Sublandlord pursuant to Article 35 of the Master Lease. Subtenant shall be entitled to participate with Sublandlord in the negotiation and determination of the Fair Market Rental Value for the Renewal Premises, but the final negotiation and determination of such Fair Market Rental Value shall be made by Master Landlord and Sublandlord pursuant to the provisions of the Master Lease. If and to the extent Master Landlord, pursuant to the Master Landlord Recognition Agreement, shall have committed to enter into a direct lease with Subtenant upon and subject to the terms and conditions of the Master Lease, as modified by this Sublease, for the Renewal Term(s), Sublandlord and Subtenant shall cooperate to effect a direct lease between Master Landlord and Subtenant for the Subleased Premises only upon the terms and conditions of the Master Lease as modified hereby.

3. Delivery of the Subleased Premises . Sublandlord shall deliver exclusive possession of the Subleased Premises in broom clean condition to Subtenant on or prior to the Commencement Date.

4. Rent Payments .

4.1. Commencement of Net Rent . Subtenant’s obligations to make payments of Net Rent shall commence on the Commencement Date. Subtenant shall pay the Net Rent, without prior notice or demand, to Sublandlord at the address set forth in Paragraph 23 below, or at such other address as Sublandlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, on the Commencement Date and thereafter in advance on or before the first day of each and every calendar month of the Sublease Term, without any abatement, deduction or set-off whatsoever, except as expressly provided for in this Sublease. Any payments due under this Paragraph 4.1 shall be prorated for any partial calendar month occurring during the Sublease Term.

4.2. Additional Rent . In addition to Net Rent payable by Subtenant with respect to the Subleased Premises, commencing on the Commencement Date, Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s Share of all amounts of Additional Rent payable by Sublandlord to Master Landlord pursuant to the Master Lease, which are allocable to the Sublease Term. If the amount of Additional Rent payable by Sublandlord for the Subleased Premises is separately identifiable on the statements from Master Landlord, then Subtenant shall pay such amount. Payments for the first and last years of the Sublease Term shall be equitably prorated. During the Sublease Term, Sublandlord shall provide to Subtenant copies of all statements, estimates, reconciliations and audits of Taxes and Operating Expenses received from Master Landlord pursuant to the Master Lease. Sublandlord shall provide to Subtenant, with each statement relating to the payment and adjustment of Additional Rent, the basis for the calculation thereof in sufficient detail for Subtenant to confirm, as between Sublandlord and Subtenant, the amount owed without the necessity of obtaining further data from Master Landlord or Sublandlord. Net Rent and Additional Rent shall be together referred to herein as “Rent.”

4.3. Audit . Sublandlord, if Subtenant so requests, shall exercise its right to audit and review Master Landlord’s books and records pertaining to any calculation of Additional Rent subject to and in accordance with Sublandlord’s rights applicable thereto set forth in Paragraph 3(F) of the Master Lease. Sublandlord shall appoint the accountant to be used for Tenant’s review, and Sublandlord and Subtenant shall cooperate with each other to effect an efficient conduct of Tenant’s review. Subtenant shall bear the cost incurred to conduct such review, except that if such review results in a finding of an overpayment by Sublandlord and Subtenant of Additional Rent, Sublandlord and Subtenant, together with any of the other subtenants of the Master Premises that request Subtenant to perform such a review, shall share ratably the cost associated with the conduct of such review. Sublandlord shall cooperate with Subtenant in order to permit Subtenant to conduct such review, including, but not limited to, making such requests and inquiries of Master Landlord as Subtenant deems necessary to the extent same are permitted pursuant to such Paragraph 3(F) of the Master Lease.

4.4. Amounts Due Subsequent to Termination . If at any time subsequent to the Termination Date or the date of the earlier termination of this Sublease, any other amounts are due under this Sublease with regard to any ongoing liability under this Sublease the party so owing such amount, shall remit such amount within ten (10) Business Days after the demanding party’s demand by written notice.

4.5. Rent Payments to Master Landlord . If and to the extent Sublandlord so directs, Subtenant shall make its monthly payments of Net Rent and Additional Rent directly to Master Landlord in the manner and to the location provided in the Master Lease.

5. Condition of the Subleased Premises .

“Fit-Out Work Contractor”), pursuant to which Pritzker Realty Group, L.P., on behalf of Sublandlord, Subtenant, and other subtenants of Sublandlord, is constructing or causing to be constructed and completed certain improvements throughout the Master Premises, for the use by Subtenant with respect to the Subleased Premises only, and certain other subtenants of Sublandlord (the “Other Subtenants”) with respect to their respective subleased premises. Sublandlord and Subtenant further acknowledge and agree that each of Subtenant and the Other Subtenants shall bear a portion of the costs to construct the improvements in the Master Premises, to the extent such costs exceed the Fit-Out Allowance, and that the allocation of such excess costs shall be determined and paid pursuant to separate agreements.

5.2. As-Is Condition . Subtenant shall accept possession of the Subleased Premises on the Commencement Date in their as-is condition. Sublandlord and Subtenant, however, following the Commencement Date, shall jointly prepare a list of the Fit-Out Work still to be completed by the Fit-Out Work Contractor, and Sublandlord, through its consultant, Pritzker Realty Group, L.P., shall use commercially reasonable efforts to cause the Fit-Out Work Contractor to complete such remaining Fit-Out Work as soon as practicable following the Commencement Date.

6. Master Lease – Rights and Obligations of Subtenant .

6.1. Rights and Obligations . Except to the extent expressly excluded or limited elsewhere in this Sublease or in the Master Lease, from and after the Commencement Date, Subtenant shall enjoy all of the rights and benefits and shall perform all of the obligations of Sublandlord as the “Tenant” under the Master Lease as if the Subtenant were the “Tenant” under the Master Lease with regard to the Subleased Premises.

6.2. Indemnification by Subtenant . Subtenant shall not take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. Subtenant hereby agrees to indemnify and hold Sublandlord harmless from and against any and all claims, losses and damages, including, without limitation, reasonable attorneys’ fees and disbursements, which may at any time be asserted against Sublandlord by (a) Master Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease, Subtenant is obligated to perform, or (b) any person by reason of Subtenant’s use and/or occupancy of the Subleased Premises. In each and every instance in which Subtenant fails to perform its obligations and/or comply with all of the terms and provisions to be performed by Subtenant with regard to the Subleased Premises as the “Tenant” under the Master Lease, Sublandlord may, but shall not be obligated to, with regard to the Subleased Premises, take such actions against Subtenant as Master Landlord may take or have under the Master Lease. As between Sublandlord and Subtenant, in the event of any conflict between any of the terms and conditions of the Master Lease and this Sublease, this Sublease shall prevail and control.

6.3. Direct Arrangements with Master Landlord . Subtenant may make direct arrangements with Master Landlord regarding additional hours of air conditioning and other services to the Subleased Premises, and Subtenant shall pay any and all costs with regard to such services. Sublandlord further grants to Subtenant the right to deal directly with Master Landlord with respect to the rights of Sublandlord under the Master Lease with respect solely to the Subleased Premises, the conduct or manner of conduct of Subtenant’s or Master Landlord’s activities in the Subleased Premises, or work to be performed or services to be rendered by Master Landlord relating to the Subleased Premises or the parking rights of Subtenant hereunder, it being the intent of the parties hereto that Subtenant may exercise such rights as are reasonably necessary to permit Subtenant the use, occupancy and enjoyment of the Subleased Premises on a daily basis.

6.4. Master Lease Superior . This Sublease shall be and remain at all times subject and subordinate to the terms of the Master Lease.

7. Master Lease - Obligations of Sublandlord .

7.1. Enforcement of Master Landlord Obligations . Subtenant recognizes and acknowledges that Sublandlord is not the owner of and does not operate the property of which the Subleased Premises are a part, and, therefore, is not in a position to carry out and perform the obligations of Master Landlord under the Master Lease. Sublandlord, however, shall take such actions as are reasonably necessary to enforce Sublandlord’s rights under the Master Lease and to use its commercially reasonable and good faith efforts to cause Master Landlord to perform its obligations thereunder.

Sublandlord shall deliver to Subtenant within five (5) business days of Sublandlord’s receipt any and all notices, statements and materials related to the Master Lease which are received by Sublandlord from Master Landlord and shall deliver to Subtenant concurrently with its delivery to Master Landlord any and all notices, statements and materials related to the Master Lease which are delivered by Sublandlord to Master Landlord, in each instance, if and to the extent same relate in any way to the Subleased Premises or this Sublease or Subtenant’s use and occupancy of the Subleased Premises.

If Subtenant shall give Sublandlord a written notice claiming that Master Landlord is not performing, fulfilling or observing Master Landlord’s covenants, agreements and obligations contained in the Master Lease, setting forth with reasonable specification and detail the nature of such non-performance, and requesting Sublandlord to seek performance by Master Landlord, if and to the extent such non-performance relates in any way to the Subleased Premises or this Sublease, Sublandlord will, with reasonable promptness but with no out-of-pocket expense of Sublandlord, request Master Landlord to so perform, fulfill or observe, and upon any failure to do so, Subtenant may, in the name of Sublandlord or Subtenant or both, but at the expense of Subtenant, seek by appropriate action to cause such performance or observance by Master Landlord and Subtenant shall indemnify Sublandlord from and against any and all claims, demands, causes of action, judgments, costs, expenses, and all losses and damages arising or resulting therefrom.

7.2. No liability of Sublandlord . Notwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and agrees that, except for Sublandlord’s failure to perform Sublandlord’s obligations as “Tenant” under the Master Lease, which failure by Sublandlord causes an act or failure to act by Master Landlord having a direct adverse affect on Subtenant’s occupancy of the Subleased Premises: (a) Sublandlord shall not be liable or responsible for any breach or default by Master Landlord of any of the covenants or obligations of Master Landlord under the Master Lease, including, without limitation any indemnification obligations of Master Landlord; and (b) no breach, default, or failure by Master Landlord shall constitute a default by Sublandlord under this Sublease. Except to the extent herein provided, including without limitation, Subtenant’s right to the quiet enjoyment of the Subleased Premises, Sublandlord’s failure or refusal to comply with any such provisions of the Master Lease shall not excuse Subtenant from performing its obligations under this Sublease, including paying the Net Rent and Additional Rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever.

This Sublease and the obligations of Subtenant to pay Rent hereunder and perform all of the other covenants, agreement, terms, provisions and conditions hereunder on the part of Subtenant to be performed shall in no way be affected, impaired or excused because Master Landlord (with regard to the Master Lease) or Sublandlord (with regard to this Sublease) is unable to fulfill any of their obligations under the Master Lease or this Sublease, respectively, or is unable to supply or is delayed in supplying any service, express or implied, to be supplied, or is unable to make or is delayed in supplying any equipment or fixtures, in any such instance if Master Landlord or Sublandlord, as the case may be, is prevented or delayed from so doing by reason of any cause whatsoever beyond, respectively, Master Landlord’s or Sublandlord’s reasonable control, including, but not limited to, acts of God, strikes, labor troubles, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar emergency.

7.3. Abatements of Rent . If Sublandlord receives an abatement of rent under the Master Lease as a result of a failure of Master Landlord to provide services, repairs, restorations, equipment or access to the Subleased Premises, then Subtenant shall be entitled to an abatement of Rent hereunder on a ratable basis based upon the portion of the abatement which is allocable to the Subleased Premises and on the number of rentable square feet in the Subleased Premises and in the Premises.

7.4. Indemnification by Sublandlord . Sublandlord shall not take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. Sublandlord hereby agrees to indemnify and hold Subtenant harmless from and against any and all claims, losses, and damages, including but limited to, reasonable attorney’s fees and disbursements, which may at any time be asserted against Subtenant arising out of such failure or breach.

7.5. No Amendments . Sublandlord shall not amend, modify or voluntarily terminate the Master Lease without obtaining the prior written consent thereto from Subtenant if, in the case of any such amendment or modification, Subtenant, its interest in the Subleased Premises, or the Subleased Premises will be affected. Any such amendment, modification or termination effected without Subtenant’s prior written consent shall not relieve Sublandlord of its obligations to Subtenant under this Sublease. Subtenant’s consent shall not be unreasonably withheld or delayed.

8. Use of Subleased Premises . The Subleased Premises will be used pursuant to Article 5 of the Master Lease.

9. Additions and Alterations . Subtenant shall not make any Alterations to the Subleased Premises except in accordance with Article 8 of the Master Lease. For purposes of conforming to Article 8 of the Master Lease, Subtenant shall be deemed the “Tenant” thereunder and Subtenant shall obtain the prior written consent of Master Landlord to any such Alterations which require Master Landlord’s consent under the Master Lease. Subtenant also shall obtain the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed, for any Alterations which will materially modify the architectural configuration or layout of the Subleased Premises. Subtenant, in connection with any proposed Alterations which require the consent of Sublandlord, shall reimburse Sublandlord for any and all reasonable out-of-pocket costs and expenses incurred by Sublandlord in connection with its review and approval of said proposed Alterations.

10. Shared Facilities .

10.1. Costs and Expenses - Construction . Subtenant shall pay Subtenant’s Share of the “Tenant’s SF Contribution” required to be paid by Sublandlord, if any, for the cost to construct the Shared Facilities within 30 days following its receipt of written request therefor.

10.2. Cafeteria . Subtenant shall be permitted to use the Cafeteria in the same manner and to the same extent as Sublandlord at all times during which Subtenant is a Subtenant Permittee.

10.3. Fitness Center . The Subtenant shall be allotted Subtenant’s Share of Sublandlord’s available memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

11. Parking . Subtenant shall have the right, but not the obligation, during the Sublease Term, to sublease at the rates from time to time charged to Sublandlord for said parking spaces, up to three (3) of the parking spaces Master Landlord is obligated to make available to Sublandlord. Subtenant, to the extent permitted by Master Landlord, shall contract directly with Master Landlord, utilizing the Terms of Parking License attached to the Master Lease as Exhibit P-2. If and to the extent at any time Sublandlord and its other subtenants are not utilizing all of the parking spaces Master Landlord is obligated to make available to Sublandlord, Sublandlord, upon receipt of written request from Subtenant, shall deliver written notice to Master Landlord pursuant to which Sublandlord shall advise Master Landlord that Sublandlord desires to increase the number of parking spaces it uses, all in accordance with the request received from Subtenant. Subtenant shall be responsible for any and all costs associated with the transfer of the rights to the parking spaces to Subtenant, including, without limitation, costs, if any, regarding entry cards and parking stickers.

12. Insurance .

12.1. Required Insurance . Article 10 of the Master Lease is hereby incorporated into this Sublease as if set forth in full herein, except, however, that thereunder (i) Subtenant shall be deemed the “Tenant,” (ii) obligations of Master Landlord with regard to insurance policies required to be maintained by Master Landlord shall not be borne by Sublandlord and Sublandlord shall have no obligations to Subtenant with regard thereto; and (iii) the liability insurance policies carried by Subtenant shall name both Sublandlord and Master Landlord as additional insureds and shall also contain a provision that the insurance afforded by such policy shall be primary insurance and any that insurance carried by Sublandlord or Master Landlord shall be excess over and non-contributing with Subtenant’s insurance.

12.2. Waivers of Claims . Sublandlord and Subtenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to their respective property, which loss or damage is covered by valid and collectible physical damage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation or otherwise to an insurance company or any other person, Sublandlord and Subtenant each agree to give to each insurance company which has issued, or in the future may issue, policies of physical damage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver.

13. Damage or Destruction . If all or a portion of the Subleased Premises is destroyed or damaged as described in Article 10 of the Master Lease: (i) Sublandlord shall have no obligation or liability to Subtenant in connection with any such damage or destruction, (ii) this Sublease shall continue only to the extent the Master Lease remains in effect pursuant to Article 10 of the Master Lease (and Sublandlord shall provide Subtenant with any notices by Master Landlord in connection therewith), (iii) Subtenant shall be entitled to an abatement of Rent to the extent that the Subleased Premises shall have been rendered Untenantable until substantially repaired, but only to the extent that Sublandlord’s rent under the Master Lease has been abated (on the same percentage basis that Sublandlord’s rent is abated), and (iv) Subtenant shall have the same rights to terminate this Sublease as Sublandlord has to terminate the Master Lease, as provided in the Master Lease. Sublandlord shall use commercially reasonable efforts to enforce Sublandlord’s rights under Article 10 of the Master Lease. If the destruction or damage relates solely to the Subleased Premises, then Subtenant shall have the right to approve any settlement of Sublandlord’s rights under the Master Lease relating to such casualty, which approval shall not be unreasonably withheld or delayed. In all other cases, Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord’s rights under Article 10 of the Master Lease, provided that the final settlement in any such case shall be made by Sublandlord.

14. Condemnation . If all or a portion of the Subleased Premises is taken as described in Article 12 of the Master Lease: (a) if the Master Lease is terminated, this Sublease shall terminate concurrently therewith and Sublandlord shall have no liability to Subtenant as a result thereof; (b) Subtenant shall have no right to receive or direct the application of any condemnation award, except for any separate award obtained by Subtenant solely for business interruption, moving expenses, or Subtenant’s personal property; and (c) Subtenant shall have the same rights to terminate this Sublease as Sublandlord has to terminate the Master Lease, as provided in the Master Lease. Sublandlord shall use reasonable efforts to enforce Sublandlord’s rights under Article 12 of the Master Lease in the event of any condemnation or similar taking. Subtenant shall be entitled to participate with the Sublandlord in the enforcement of Sublandlord’s rights under Article 12 of the Master Lease, provided that the final settlement in any such case shall be made by Sublandlord. Subtenant shall be entitled to a ratable portion of any abatement of rent and a ratable portion of any “bonus value” of the leasehold estate evidenced by the Master Lease in the event Sublandlord is entitled to such abatement or bonus value as described in said Article 12.

15. Indemnification Generally . To the extent Tenant is obligated to indemnify, defend and/or hold harmless Landlord under the Master Lease, with respect to Subtenant’s occupancy of the Subleased Premises, (i) Subtenant shall be deemed the “Tenant”; and (ii) “Landlord” shall be deemed to mean both Master Landlord and Sublandlord with regard to any and all rights and benefits of “Landlord” or any obligations of Subtenant to “Landlord”. Subtenant, however, at no event shall be obligated to indemnify, defend and/or hold harmless Sublandlord, either pursuant to this Paragraph 15 or any other provision of this Sublease, against any claims, losses or damages which are based upon or result from any act or omission of Sublandlord. This provision shall survive the termination of this Sublease.

16. Representations and Warranties of Sublandlord . Sublandlord represents and warrants to Subtenant that the following are true and correct as of the date hereof: (i) the Master Lease is unmodified and in full force and effect, and Sublandlord’s leasehold estate thereunder has not been assigned, mortgaged, pledged or encumbered, and the Subleased Premises have not been sublet by Sublandlord to any other party; (ii) the Master Lease evidences the entire agreement with respect to the Master Premises between Sublandlord and Master Landlord; (iii) Sublandlord has received no written notice from Landlord of a default by Sublandlord under the Master Lease which remains uncured; (iv) Landlord is not in default in the performance and/or observance of any material covenant, agreement or condition of the Master Lease on Landlord’s part to be performed or observed; and (v) Subtenant is a Subtenant Permittee pursuant to Article 7 of the Master Lease and is entitled, pursuant thereto, to the use and equipment of the Shared Facilities subject to and in accordance with said Article 7 and Paragraph 10 of this Sublease. The aforesaid representations and warranties shall be deemed remade at and as of the Commencement Date.

rent due and payable by Sublandlord under the Master Lease for the space occupied by such improvements, equipment, facilities and cabling. Sublandlord shall maintain responsibility for the construction, installation, repair and maintenance of all of such shared improvements, equipment, facilities and cabling throughout the Term.

18. Right of First Offer . If at any time any of the space located on the balance of the 47th floor of the Building (the “Subject Space”) shall become available for lease, Sublandlord shall not sublease any of such space (the “Available Space”) to any other person unless Subtenant first shall have waived or been deemed to have waived its right to lease such Available Space pursuant to the terms and provisions of this Section 18. If at any time Sublandlord learns that any of the Subject Space will become Available Space, Sublandlord promptly shall notify Subtenant of the date on which such Available Space will become available, and Subtenant thereafter shall have the right to lease such Available Space upon the same terms and conditions as are set forth herein with respect to the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises upon the same terms, covenants and conditions as are applicable to the Subleased Premises, and the amount of Net Rent due and payable by Subtenant with respect to the Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, and the Subtenant’s Share shall be appropriately adjusted.

If any such Available Space is scheduled to become available upon the occurrence of the Initial Term Expiration Date, Sublandlord shall so notify Subtenant in writing, and Subtenant shall have the right to cause Sublandlord to exercise the applicable Renewal Option with respect to the Available Space, whereupon Sublandlord shall so exercise such Renewal Option.

19. Inapplicable Provisions of Master Lease . Notwithstanding the foregoing, the following Articles and Paragraphs, of the Master Lease (or portions thereof) are inapplicable to this Sublease: Articles 1, 2, 3, 4, 7, 8, 10, Paragraph 11(I), Article 12, Paragraph 24(C), Paragraph 25(B), Paragraph 26(H), and Articles 31, 32, 33, 35, 36, 37.

20. Shared Floor and Facilities . The Subleased Premises located on the 47th and 46th floors are being constructed and completed in such a manner to be included as a full floor build-out and not a separate space to be occupied exclusively as would a multi-tenant floor in the Building be completed and occupied. In that connection, the Rentable Area of the Subleased Premises includes an allocation of common facilities (the “Common Facilities”) on the 47th and 46th floors, including the elevator lobby, reception area, breakroom, mailroom, bathroom, and other facilities intended to be used in common with Sublandlord or other occupants on the floor, as shown in the plans for the build-out being completed pursuant to the Tenant Improvements Construction Contract. Subtenant shall have the rights, in common with the other subtenant(s) and Sublandlord, to use and have access to the Common Facilities of the 47th and 46th floors.

21. Covenant of Quiet Enjoyment . Sublandlord covenants and agrees that Subtenant, on paying the Net Rent and other Rent herein reserved, and on keeping, observing and performing all of the other terms, covenants, conditions, provisions and agreements herein contained on the part of Subtenant, to be kept, observed and performed, shall peaceably and quietly have, hold and enjoy the Subleased Premises subject to the terms, covenants, conditions, provisions and agreements hereof, during the term of this Sublease, free from hindrance or disturbance by Sublandlord or any person claiming by, through or under Sublandlord.

22. Brokers . Each of Sublandlord and Subtenant represents to the other that it has not dealt with any broker, agent, finder or consultant in connection with this Sublease, and that insofar as each party knows, no broker, agent, finder or consultant has participated in the procurement of Subtenant or the negotiation of this Sublease or is entitled to any commission therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys fees) arising from any breach of the foregoing representations.

23. Notices . Except as expressly provided to the contrary in this Sublease, every notice or other communication to be given by either party to the other with respect hereto or to the Subleased Premises or Property, shall be in writing and shall not be effective for any purpose unless the same shall be served (i) personally or (ii) by next business day delivery by a nationally recognized overnight courier service, in either case, to the parties as follows:


If to Sublandlord:
		Hyatt Corporation 71 South Wacker Drive Chicago, Illinois 60606 Attention: General Counsel

with a copy to:
		Hyatt Corporation 71 South Wacker Drive Chicago, Illinois 60606 Attention: Kirk Rose

If to Subtenant:
		Pritzker Realty Group, L.P.
		71 South Wacker Drive Chicago, Illinois 60606 Attention: Penny S. Pritzker

with a copy to:
		Pritzker Realty Group, L.P.
		71 South Wacker Drive Chicago, Illinois 60606 Attention: J. Kevin Poorman

Sublandlord and Subtenant from time to time, by notice given pursuant to this paragraph, may designate a successor or additional address or addresses to which notices and other communications shall be sent. Every notice or other communication hereunder shall be deemed to have been given as of the delivery date, unless receipt thereof failed to occur by reason of refusal of the addressee to accept the same or change of address of the addressee for which no prior notice was given to the sender (in either such event notice shall be deemed given on the date appropriately sent). Notices not sent in accordance with the foregoing shall be of no force or effect until received by the addressee at the addresses required herein.

24. Non-Waiver of Default . No acquiescence by either party to any default by the other party hereunder shall operate as a waiver of its rights with respect to any other breach or default, whether of the same or any other covenant or condition, nor shall the acceptance of rent by Sublandlord at any time constitute a waiver of any rights of Sublandlord.

25. Memorandum of Sublease . Neither this Sublease nor any memorandum thereof shall be recorded, except if permitted in writing by Master Landlord.

26. No Interpretation Against Drafter . This Sublease has been entered into at arm’s length and between persons sophisticated and knowledgeable in business and real estate matters. Accordingly, any rule of law or legal decision that would require interpretation of this Sublease against the party that has drafted it is not applicable and is irrevocably and unconditionally waived. The provisions of this Sublease shall be interpreted in a reasonable manner to effect the purposes of the parties and this Sublease.

27. Execution and Counterparts . This Sublease may be executed in one or more counterparts, all of which shall be considered one and the same Sublease, and shall become a binding Sublease when one or more counterparts have been signed by each of the parties and delivered to the other party.

28. Partial Invalidity . If any term or provision of this Sublease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law.

29. Attorneys’ Fees . If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the performance by any party to this Sublease of its obligations under this Sublease, the prevailing party shall recover all of such party’s reasonable attorneys’ fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom.

30. Further Assurances . The parties to this Sublease shall upon request take any and all actions and execute, acknowledge and record any and all documents and instruments reasonably necessary to effectuate the terms, purposes and intent of this Sublease.

31. Execution of Sublease; No Option or Offer . The submission of this Sublease to Subtenant shall be for examination purposes only, and shall not constitute an offer to or option for Subtenant to lease or sublease the Sublease Premises. Execution of this Sublease by Subtenant and its return to Sublandlord shall not be binding upon Sublandlord or Subtenant, notwithstanding any time interval, until (i) Sublandlord has executed and delivered this Sublease and the Master Landlord Recognition Agreement to Subtenant, (ii) Subtenant has delivered the executed this Sublease and Master Landlord Recognition Agreement to Sublandlord; and (iii) Master Landlord has expressly consented to this Sublease by executing and delivering to Sublandlord and Subtenant the Master Landlord Recognition Agreement.

32. Entire Agreement . This Sublease and the exhibits attached hereto, which are incorporated herein by this reference, contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Sublease are hereby merged herein. No representations, oral or otherwise, express or implied, other than those contained in this Sublease have been relied upon by any party to this Sublease.

33. Subordination . Sublandlord shall not execute any instrument pursuant to which it subordinates its interest in the Master Lease to the lien of any future mortgage, trust deed or other encumbrance without first obtaining from the applicable lienholder an agreement to accept the Master Lease, and not disturb Sublandlord’s or Subtenant’s occupancy, so long as Sublandlord timely pays the rent and observes and performs the terms, covenants and conditions of the Master Lease to be observed and performed by Sublandlord.

IN WITNESS WHEREOF, this Sublease has been made and entered into as of the day and year set forth above.


SUBLANDLORD:

HYATT CORPORATION, a Delaware corporation

By:	/s/ Douglas G. Geoga
Name:	Douglas G. Geoga
Title:	President

SUBTENANT:

PRITZKER REALTY GROUP, L.P., an Illinois limited partnership

By:	PRGP Corp., a Delaware corporation, its sole general partner

	By:	/s/ John Kevin Poorman
	Name:	John Kevin Poorman
	Title:	Executive Vice President

EXHIBIT A

MASTER LEASE

[See Filed Exhibit Amended and Restated Office Lease,

dated as of June 15, 2004, as amended between Hyatt Corporation and FrankMon LLC]

Exhibit A – Page 1

EXHIBIT B

FLOOR PLAN OF THE SUBLEASED PREMISES

Exhibit B – Page 1

EXHIBIT C

CONFIRMATION AGREEMENT

This Confirmation Agreement (“Agreement”) is made as of this 1 ^st day of July, 2006, by and between GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation (“Sublandlord”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“Subtenant”), with reference to the facts set forth below.

RECITALS

A. Sublandlord and Subtenant are parties to that certain Sublease dated June 15, 2004 (“Sublease”), pursuant to which Sublandlord leased to Subtenant and Subtenant leased from Sublandlord those certain premises described therein as approximately 23,320 square feet of Rentable Area, approximately 8,162 square feet of Rentable Area being located on a portion of the 46 ^th floor and approximately 15,518 square feet of Rentable Area being located on a portion of the 47 ^th floor of the Building, the address of which is 71 South Wacker Drive, Chicago, Illinois (“Original Subleased Premises”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Sublease.

B. The leased premises actually occupied by Subtenant (the “Subleased Premises”), after the re-measurement of the Building contemplated by the Master Lease, has been calculated to be 22,222 square feet of Rentable Area.

C. The Sublease provides that Sublandlord and Subtenant will execute a notice of lease terms and dates agreement confirming certain items with respect to the Sublease.

D. Pursuant to this Agreement, the parties wish to confirm and clarify certain Sublease provisions and obligations.

NOW, THEREFORE, in consideration of the Recitals and the other mutual covenants and agreements contained in the Sublease, the parties hereto agree as follows:

1. The Sublease is in full force and effect and has not been amended, modified or altered.

2. The Commencement Date of the Sublease Term is July 1, 2005 and the Termination Date of the Sublease Term is December 16, 2011.

3. The number of square feet of Rentable Area within the Subleased Premises is 22,222, approximately 6,604 square feet of Rentable Area being located on a portion of the 46 ^th floor and approximately 15,618 square feet of Rentable Area being located on a portion of the 47 ^th floor of the Building, and Subtenant’s Share is 7.60% (calculated by dividing the 22,222 square footage of Rentable Area of the Subleased Premises by the 292,227 square feet of Rentable Area of the Premises).

4. The floor plans of the Subleased Premises shall be as set forth in Exhibit B - First Amended , which replaces in its entirety Exhibit B attached to the Sublease.

5. The Net Rent shall be as set forth in the Net Rent Schedule attached hereto as Exhibit E - First Amended , which replaces in its entirety Exhibit E attached to the Sublease.

6. Pursuant to Section 10.3 of the Sublease, Subtenant is allotted 16 memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

This Confirmation Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, and may be relied upon by a prospective purchaser, lessor, mortgagee or holder of a deed of trust on any real property including all or any portion of the Premises.

[Remainder of Page Intentionally Left Blank;

Signatures Contained on Following Page]

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sublandlord and Subtenant have caused this Confirmation Agreement to be duly executed as of the date first above written.


SUBLANDLORD:

GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation

By:
Name:
Title:

SUBTENANT:

PRITZKER REALTY GROUP, L.P., an Illinois limited partnership

By: PRGP Corp., a Delaware corporation, sole general partner

By:
Name:
Title:

EXHIBIT E - FIRST AMENDED

NET RENTAL SCHEDULE

A. OFFICE PREMISES FLOOR 46 (6,604 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	32.00	$	211,328.00	$	17,610.67
Second (2 ^nd ) Lease Year	$	32.64	$	215,554.56	$	17,962.88
Third (3 ^rd ) Lease Year	$	33.29	$	219,847.16	$	18,320.60
Fourth (4 ^t ^h ) Lease Year	$	33.96	$	224,271.84	$	18,689.32
Fifth (5 ^t ^h ) Lease Year	$	34.64	$	228,762.56	$	19,063.55
Sixth (6 ^t ^h ) Lease Year	$	35.33	$	233,319.32	$	19,443.28
Seventh (7 ^t ^h ) Lease Year (partial)	$	36.04	$	238,008.16	$	19,834.01

E-1

B. OFFICE PREMISES FLOOR 47 (15,618 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	27.24	$	425,434.32	$	35,452.86
Second (2 ^nd ) Lease Year	$	27.78	$	433,868.04	$	36,155.67
Third (3 ^rd ) Lease Year	$	28.34	$	442,614.12	$	36,884.51
Fourth (4 ^t ^h ) Lease Year	$	28.91	$	451,516.38	$	37,626.37
Fifth (5 ^t ^h ) Lease Year	$	29.49	$	460,574.82	$	38,381.24
Sixth (6 ^t ^h ) Lease Year	$	30.08	$	469,789.44	$	39,149.12
Seventh (7 ^t ^h ) Lease Year (partial)	$	30.68	$	479,160.24	$	39,930.02

E-2

EXHIBIT D

MASTER LANDLORD RECOGNITION AGREEMENT

THIS MASTER LANDLORD RECOGNITION AGREEMENT (this “Agreement”) is made as of June 15, 2004 by and among FRANKMON LLC, a Delaware limited liability company (“Landlord”), HYATT CORPORATION, a Delaware corporation (“Tenant”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“Subtenant”).

RECITALS:

A. Landlord, as lessor, and Tenant, as lessee, entered into that certain Amended and Restated Office Lease dated of even date herewith (the “Lease”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, certain premises (the “Master Premises”) to be located in an office building, the address of which will be 71 South Wacker Drive, Chicago, Illinois (the “Building”), such Master Premises being more particularly described in the Lease.

B. As permitted under the terms of Article 21 of the Master Lease, Tenant and Subtenant have executed that certain Sublease dated of even date herewith (the “Sublease”) pursuant to which Subtenant has subleased a portion of the Master Premises, as more particularly described in the Sublease (the “Subleased Premises”). A copy of the Sublease is attached hereto as Schedule A .

C. It is a condition precedent to the effectiveness of the Sublease that Subtenant receive from Master Landlord an agreement pursuant to which Master Landlord agrees to recognize Subtenant on a direct lease basis in the event the Lease is terminated or if Subtenant elects to extend the term of the Sublease pursuant to Section 2.2 thereof.

D. Landlord is willing to so recognize Subtenant, upon and subject to the terms and conditions set forth below.

E. All defined terms not otherwise expressly defined herein shall have the respective meanings given them in the Lease.

AGREEMENT:

1. Exempt Transfer . Landlord acknowledges and agrees that the execution and delivery of the Sublease constitutes an Exempt Transfer to an Affiliate for which no consent of the Landlord is required. The Sublease, however, is subject and subordinate to the Lease, and, except as provided in this Agreement, Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease.

2. Non-Release of Tenant; Further Transfers . Neither the Sublease nor this Agreement shall release or discharge Tenant from any liability, whether past, present or future, under the Lease, or alter the primary liability of Tenant to pay the rent and perform and comply with all of the obligations of Tenant to be performed under the Lease (including the payment of all bills rendered by Landlord for charges incurred by Subtenant for services and materials supplied to the Subleased Premises). Neither the Sublease nor this Agreement shall be construed as a waiver of Landlord’s right to consent to any further subletting either by Tenant or by Subtenant or to any assignment by Tenant of the Lease or assignment by Subtenant of the Sublease, or as a consent to any portion of the Subleased Premises being used or occupied by any party other than Subtenant.

3. Landlord’s Election to Receive Rents .

3.1. Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay any such rents and any other sums to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall not have any right or claim against Subtenant for any such rents or any other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant with any rent received by Landlord from Subtenant, but the acceptance of any payment on account of rent from Subtenant as the result of any such default shall in no manner whatsoever be deemed an attornment by Subtenant to Landlord, be deemed a waiver by Landlord of any provision of the Lease, or serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Landlord shall not, by reason of the Sublease, nor by reason of the collection of rents or any other sums from the Subtenant pursuant to this Paragraph 3, be deemed liable to Subtenant for any failure of Tenant to perform and comply with any obligation of Tenant under the Sublease.

3.2. Tenant, if it so elects, may direct Subtenant to pay Subtenant’s monthly installments of rent directly to Landlord, and Landlord will accept same, will credit the amounts so received against the amounts due and payable from Tenant under the Lease, and shall keep an accounting of such payments to enable Tenant to ascertain which of its subtenants shall have paid its monthly installments of rent. Landlord shall notify Tenant promptly if Landlord shall fail to receive any monthly installment of rent from Subtenant if Tenant shall have notified Landlord that Tenant has directed Subtenant to make such payments directly to Landlord.

4. Attornment and Recognition. In the event:

(i) the Lease terminates for any reason other than as a result of a right set forth in the Lease to terminate the Lease by Landlord as a result of a casualty or condemnation, or

(ii) Subtenant exercises its right to renew the term of the Sublease pursuant to Paragraph 2.2 thereof,

term of the Sublease pursuant to a new lease, provided: (a) Landlord shall not be liable for any act or omission of Tenant; (b) Landlord shall not be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant, unless such money has been delivered by Tenant or Subtenant to Landlord; (c) Landlord shall not be bound by any changes or modifications made to the Sublease, which are contrary to the terms of the Lease, without the written consent of Landlord; (d) Landlord shall not be subject to any offset or defenses which Subtenant might have as to Tenant or to any claims for damages against Tenant; (e) Landlord shall not be obligated to fund to, or for the benefit of, Subtenant, an undisbursed tenant improvement or refurbishment allowance or other allowances or monetary concessions other than those for which Landlord remains liable to Tenant pursuant to the Lease; (f) Landlord shall be responsible for performance of only those covenants and obligations of Tenant pursuant to the Sublease accruing from and after the Direct Lease Date; and (g) Subtenant shall make full and complete attornment to Landlord, as lessor, pursuant to a written acknowledgment executed by Landlord and Subtenant, so as to establish direct privity of contract between Landlord and Subtenant with the same force and effect as though the Sublease were originally made directly between Landlord and Subtenant effective as of the Direct Lease Date. The term “Direct Lease Date” shall mean, in the case of a termination of the Lease, the date upon which such termination becomes effective, and in the case of the Subtenant exercising its renewal rights, the first day of the Renewal Term.

5. Landlord Representations and Warranties . Landlord hereby represents and warrants to Tenant and Subtenant that the following are true and correct as of the date hereof: (i) the Lease is unmodified and in full force in effect; (ii) the Lease evidences the entire agreement with respect to the Master Premises between Landlord and Tenant; and (iii) Tenant is not in default of the performance and/or observance of any material covenant, agreement or condition of the Lease on Tenant’s part to be performed or observed.

6. Cooperation with Subtenant . Landlord shall cooperate and make available to Subtenant the signage rights on the floors on which the Premises are located, and building lobby directory rights, which Landlord has heretofore granted to Tenant pursuant to the Lease as same relate to the Subleased Premises. Tenant, by its execution of this Agreement, acknowledges and agrees that Subtenant shall be permitted to the signage and lobby directory rights and privileges that Tenant otherwise would have pursuant to the Lease if Tenant were occupying the Subleased Premises. Subtenant, by this Agreement or otherwise, shall not be granted any right Tenant may have to install any Building Standard Ground Floor Lobby Identification Signage.

7. Rights of Tenant . Landlord hereby covenants and agrees that all of the rights granted only to Tenant under the Lease, notwithstanding any such limitation, may be assigned by Tenant to Subtenant pursuant to the Subtenant, and Subtenant shall be entitled to the benefit of such rights pursuant thereto.

8. Insurance . Landlord acknowledges and agrees that Subtenant is a Tenant Protected Party and shall name Subtenant as an additional insured under the liability insurance Landlord is required to maintain pursuant to Article 11 of the Lease.

9. General Provisions .

9.1. Consideration for Sublease . Tenant and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Tenant with regard to the Subleased Premises other than as disclosed in the Sublease.

9.2. Brokerage Commission . Tenant and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease and Tenant and Subtenant agree to protect, defend, indemnify and hold Landlord harmless from the same and from any cost or expense (including but not limited to attorneys’ fees) incurred by Landlord in resisting any claim for any such brokerage commission.

9.3. Controlling Law . The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.

9.4. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter.

9.5. Captions . The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

9.6. Partial Invalidity . If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law.

9.7. Attorneys’ Fees . If either party commences litigation against the other for the specific performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys’ fees as may have been incurred.

IN WITNESS WHEREOF, the parties have executed this Master Landlord Consent as of the day and year first above written.


LANDLORD:

FRANKMON LLC, a Delaware limited liability company

By:
Name:
Title:

TENANT: HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

PRITZKER REALTY GROUP, L.P., an Illinois limited partnership:

, a[n]

By:
Name:
Title:

SCHEDULE A TO EXHIBIT D

[See Filed Exhibit Amended and Restated Office Lease,

dated as of June 15, 2004, as amended between Hyatt Corporation and FrankMon LLC]

Exhibit D – Page 1

EXHIBIT E

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 46 (8,162 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	32.00	$	261,184.00	$	21,765.33
Second (2nd) Lease Year	$	32.64	$	266,407.68	$	22,200.64
Third (3rd) Lease Year	$	33.29	$	271,735.83	$	22,644.65
Fourth (4th) Lease Year	$	33.96	$	277,170.55	$	23,097.55
Fifth (5th) Lease Year	$	34.64	$	282,713.96	$	23,559.50
Sixth (6th) Lease Year	$	35.33	$	288,368.24	$	24,030.69
Seventh (7th) Lease Year	$	36.04	$	294,135.61	$	24,511.30
Eighth (8th) Lease Year	$	36.76	$	300,018.32	$	25,001.53
Ninth (9th) Lease Year	$	37.49	$	306,018.68	$	25,501.56
Tenth (10th) Lease Year	$	38.24	$	312,139.06	$	26,011.59
Eleventh (11th) Lease Year	$	39.01	$	318,381.84	$	26,531.82
Twelfth (12th) Lease Year	$	39.79	$	324,749.48	$	27,062.46
Thirteenth (13th) Lease Year	$	40.58	$	331,244.46	$	27,603.71
Fourteenth (14th) Lease Year	$	41.40	$	337,869.35	$	28,155.78
Fifteenth (15th) Lease Year	$	42.22	$	344,626.74	$	28,718.90

A-1

B. OFFICE PREMISES FLOOR 47 (15,158 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	27.24	$	412,903.92	$	34,408.66
Second (2nd) Lease Year	$	27.78	$	421,162.00	$	35,096.83
Third (3rd) Lease Year	$	28.34	$	429,585.24	$	35,798.77
Fourth (4th) Lease Year	$	28.91	$	438,176.94	$	36,514.75
Fifth (5th) Lease Year	$	29.49	$	446,940.48	$	37,245.04
Sixth (6th) Lease Year	$	30.08	$	455,879.29	$	37,989.94
Seventh (7th) Lease Year	$	30.68	$	464,996.88	$	38,749.74
Eighth (8th) Lease Year	$	31.29	$	474,296.82	$	39,524.73
Ninth (9th) Lease Year	$	31.92	$	483,782.75	$	40,315.23
Tenth (10th) Lease Year	$	32.55	$	493,458.41	$	41,121.53
Eleventh (11th) Lease Year	$	33.21	$	503,327.57	$	41,943.96
Twelfth (12th) Lease Year	$	33.87	$	513,394.13	$	42,782.84
Thirteenth (13th) Lease Year	$	34.55	$	523,662.01	$	43,638.50
Fourteenth (14th) Lease Year	$	35.24	$	534,135.25	$	44,511.27
Fifteenth (15th) Lease Year	$	35.94	$	544,817.95	$	45,401.50

A-2

RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE

THIS RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE (this “ Agreement ”) is entered into as of the 1 ^st day of February, 2007 (the “ Effective Date ”), by and between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“ Subtenant ”), with reference to the following:

RECITALS:

A. Sublandlord and Subtenant heretofore entered into that certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased certain premises containing approximately 8,162 square feet of Rentable Area on a portion of the 46 ^th floor (the “ 46 ^th Floor Subleased Premises ”) and approximately 15,518 square feet of Rentable Area on a portion of the 47 ^th floor (the “ 47 ^th Floor Subleased Premises ”) of the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

B. Global Hyatt Corporation, a Delaware corporation (“ Global Hyatt ”), and Subtenant heretofore entered into a certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”), pursuant to which the parties, after the re-measurement of the Building contemplated by the Master Lease, clarified that the 46 ^th Floor Subleased Premises contain 6,604 square feet of Rentable Area, and clarified that the 47 ^th Floor Subleased Premises contain 15,618 square feet of Rentable Area. The 46 ^th Floor Subleased Premises and the 47 ^th Floor Subleased Premises are together referred to as the “ Subleased Premises ,” such Subleased Premises being more fully described in the Initial Confirmation Agreement.

C. The Original Sublease, as amended by the Initial Confirmation Agreement, is herein referred to as the “ Sublease .”

D. The Subleased Premises comprise a portion of the premises leased by Master Landlord to Sublandlord pursuant to the Master Lease (the “ Master Premises ”), such Master Premises being more fully described in the Master Lease.

E. Master Landlord and Sublandlord recently amended the Master Lease pursuant to which the square footage of the Master Premises increased to 317,826 square feet of Rentable Area. As a result of such increase, Subtenant’s Share shall be commensurately reduced.

F. Sublandlord, Subtenant and the Other Subtenants recently recalculated the allocation of the Common 46 ^th Floor Master Leased Space (hereinafter defined) and the Common 47 ^th Floor Master Leased Space (hereinafter defined) to be included in the Rentable Area of their respective subleased premises. As a result of such recalculation, the square footage of the Subleased Premises decreased to 21,973 square feet of Rentable Area.

G. The Initial Confirmation Agreement, while substantively correct when executed, erroneously was executed by Global Hyatt rather than Sublandlord.

H. Sublandlord and Subtenant desire to ratify the terms and provisions of the Initial Confirmation Agreement as if fully executed by Sublandlord and Subtenant, and to amend the Sublease to provide for, among other things, the adjustment to the square footage of the Subleased Premises and the adjustment to Subtenant’s Share, upon the terms and conditions herein set forth.

I. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Sublandlord and Subtenant hereby agree as follows:

1. Incorporation and Defined Terms . The recital paragraphs set forth above are hereby incorporated herein as it fully set forth herein. Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.

2. Ratification of Initial Confirmation Agreement . Except as amended and modified hereby, Sublandlord and Subtenant hereby ratify, adopt and confirm the terms and provisions of the Initial Confirmation Agreement, effective as of the date thereof, as if same had been executed by Sublandlord and Subtenant on such date.

3. Rentable Area . Effective as of the Additional 17th Floor Premises Rent Commencement Date (as defined in the Master Lease), the Subleased Premises shall consist of 21,973 square feet of Rentable Area, comprised of (i) the 46 ^th Floor Subleased Premises, containing 6,537 square feet of Rentable Area, and (ii) the 47 ^th Floor Subleased Premises, containing 15,436 square feet of Rentable Area.

4. Net Rent . Effective as of the Additional 17th Floor Premises Rent Commencement Date, (i) Exhibit E – First Amended of the Sublease shall be deleted in its entirety and Exhibit E – Second Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises from and after the Additional 17 ^th Floor Premises Rent Commencement Date shall be as set forth on Exhibit E – Second Amended attached hereto.

5. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Additional 17th Floor Premises Rent Commencement Date, Subtenant’s Share shall be adjusted to 6.91% (calculated by dividing the 21,973 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

6. Fitness Center . Paragraph 10.3 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord sixteen (16) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

7. Shared Floor and Facilities . Paragraph 20 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“20. Shared Floor and Facilities . The portion of the Subleased Premises located on the 46 ^th floor have been constructed in a manner such that the Subleased Premises comprise a part of a full floor build-out rather than a separate demised space of the type typically found on a multi-tenant floor of the Building. Subtenant and the Other Subtenants that sublease space from Sublandlord on the 46 ^th floor of the Building (the “ Other 46 ^th Floor Subtenants ”) therefore are dependent on each other for ingress to, egress from and access and use of (a) certain Common Areas located on the 46 ^th floor of the Building, and (b) certain common facilities comprising a portion of the Master Premises located on the 46 ^th floor of the Building (the “ Common 46 ^th Floor Master Leased Space ”) designated as the Common Master Leased Space on the 46 ^th floor on Exhibit B – Second Amended attached hereto. The Common 46 ^th Floor Master Leased Space is intended to be used by Subtenant in common with Sublandlord and the Other 46 ^th Floor Subtenants. In furtherance thereof, (a) Subtenant shall have the right, in common with Sublandlord and such Other 46 ^th Floor Subtenants, (x) to use and have access to the Common Areas located on the 46 ^th floor and the Common 46 ^th Floor Master Leased Space, and (y) to the extent necessary to effect such use and access, to passage through the premises leased by Sublandlord and such Other 46 ^th Floor Subtenants on such floor, and (b) Subtenant shall grant access to Sublandlord and such Other 46 ^th Floor Subtenants through the Subleased Premises for the limited purpose of permitting such access and use. In consideration of the foregoing, the Rentable Area of the Subleased Premises includes an allocation of the Common 46 ^th Floor Master Leased Space, as more particularly described on Exhibit F-1 attached hereto.

The portion of the Subleased Premises located on the 47 ^th floor have been constructed in a manner such that the Subleased Premises comprise a part of a full floor build-out rather than a separate demised space of the type typically found on a multi-tenant floor of the Building. Subtenant and the Other Subtenants that sublease space from Sublandlord on the 47 ^th floor of the Building (the “ Other 47 ^th Floor Subtenants ”) therefore are dependent on each other for ingress to, egress from and access and use of (a) certain Common Areas located on the 47 ^th floor of the Building, and (b) certain common facilities comprising a portion of the Master Premises located on the 47 ^th floor of the Building (the “ Common 47 ^th Floor Master Leased Space ”) designated as the Common Master Leased Space on the 47 ^th floor on Exhibit B – Second Amended attached hereto. The Common 47 ^th Floor Master Leased Space is intended to be used by Subtenant in common with Sublandlord and the Other 47 ^th Floor Subtenants. In furtherance thereof, (a) Subtenant shall have the right, in common with Sublandlord and such Other 47 ^th Floor Subtenants, (x) to use and have access to the Common Areas located on the 47 ^th floor and the Common 47 ^th Floor Master Leased Space, and (y) to the extent necessary to effect such use and access, to passage through the premises leased by

Sublandlord and such Other 47 ^th Floor Subtenants on such floor, and (b) Subtenant shall grant access to Sublandlord and such Other 47 ^th Floor Subtenants through the Subleased Premises for the limited purpose of permitting such access and use. In consideration of the foregoing, the Rentable Area of the Subleased Premises includes an allocation of the Common 47 ^th Floor Master Leased Space, as more particularly described on Exhibit F-2 attached hereto.”

The schedules attached hereto as Exhibits F-1 and F-2 are hereby incorporated into the Sublease as Exhibits F-1 and F-2 as if fully set forth therein.

8. The floor plans of the Subleased Premises shall be as set forth in Exhibit B – Second Amended attached hereto, which replaces in its entirety Exhibit B – First Amended attached to the Sublease and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Second Amended , shall be the Subleased Premises under the Sublease.

9. Confirmation Agreements . At any time and from time to time upon Sublandlord’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord pertinent to this Sublease.

10. Integration of Sublease and Controlling Language . This Agreement and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Sublease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

11. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

12. Entire Agreement . This Agreement and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Sublease and supersede all prior and contemporaneous understandings and agreement other than the Sublease between the parties respecting the subject matter of this Agreement and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Sublease which are not fully expressed in this Agreement and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

13. Successors and Assigns . Each provision of the Sublease and this Agreement shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

14. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

15. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

16. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

17. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Agreement, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Agreement or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

18. Ratification Generally . Without limiting the terms of Paragraph 2 above, except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Ratification Agreement and First Amendment to Sublease as of the day and year first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President Finance

SUBTENANT: PRITZKER REALTY GROUP, L.P., an Illinois limited partnership

By:		/s/ Kevin D. Lynch
Name:		Kevin D. Lynch
Title:		Senior Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Ratification Agreement and First Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Sublease Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement and the Sublease Amendment, hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Original Sublease as modified by the Initial Confirmation Agreement and the Sublease Amendment.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant, the Other 46 ^th Floor Subtenants and the Other 47 ^th Floor Subtenants such portion of the Common 46 ^th Floor Master Leased Space and of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 46 ^th Floor Subtenants and Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Sublease (as modified by Paragraph 7 of the Sublease Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease Amendment.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
		J. Kevin Poorman
		Its President

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

46 ^TH FLOOR

(See Attached)

B-1

LOGO

B-2

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

B-3

LOGO

B-4

EXHIBIT E – SECOND AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 46 (6,537 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
July 1, 2008 – June 30, 2009	$	33.96	$	221,996.52	$	18,499.71
July 1, 2009 – June 30, 2010	$	34.64	$	226,441.68	$	18,870.14
July 1, 2010 – June 30, 2011	$	35.33	$	230,952.21	$	19,246.02
July 1, 2011 – December 16, 2011	$	36.04	$	235,593.48	$	19,632.79
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	36.04	$	235,593.48	$	19,632.79
July 1, 2012 – June 30, 2013	$	36.76	$	240,300.12	$	20,025.01
July 1, 2013 – June 30, 2014	$	37.49	$	245,072.13	$	20,422.68
July 1, 2014 – June 30, 2015	$	38.24	$	249,974.88	$	20,831.24
July 1, 2015 – June 30, 2016	$	39.01	$	255,008.37	$	21,250.70
July 1, 2016 – June 30, 2017	$	39.79	$	260,107.23	$	21,675.60
July 1, 2017 – June 30, 2018	$	40.58	$	265,271.46	$	22,105.96
July 1, 2018 – June 30, 2019	$	41.40	$	270,631.80	$	22,552.65
July 1, 2019 – February 29, 2020	$	42.22	$	275,992.14	$	22,999.35

E-1

B. OFFICE PREMISES FLOOR 47 (15,436 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – June 30, 2009	$	28.91	$	446,254.76	$	37,187.90
July 1, 2009 – June 30, 2010	$	29.49	$	455,207.64	$	37,933.97
July 1, 2010 – June 30, 2011	$	30.08	$	464,314.88	$	38,692.91
July 1, 2011 – December 16, 2011	$	30.68	$	473,576.48	$	39,464.71
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	30.68	$	473,576.48	$	39,464.71
July 1, 2012 – June 30, 2013	$	31.29	$	482,992.44	$	40,249.37
July 1, 2013 – June 30, 2014	$	31.92	$	492,717.12	$	41,059.76
July 1, 2014 – June 30, 2015	$	32.55	$	502,441.80	$	41,870.15
July 1, 2015 – June 30, 2016	$	33.21	$	512,629.56	$	42,719.13
July 1, 2016 – June 30, 2017	$	33.87	$	522,817.32	$	43,568.11
July 1, 2017 – June 30, 2018	$	34.55	$	533,313.80	$	44,442.82
July 1, 2018 – June 30, 2019	$	35.24	$	543,964.64	$	45,330.39
July 1, 2019 – February 29, 2020	$	35.94	$	554,769.84	$	46,230.82

E-2

EXHIBIT F-1

COMMON 46 ^th FLOOR MASTER LEASED SPACE

(See Attached)

F-1-1

The Hyatt Center

46th Floor Calculations

The Environments Group

December 2 1, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
PRG	5,622	1.110	6,243	294		6,537
DFMC	23,078	1.110	25,626	1,208		26,834
Common Master Leased Space	1,353	1.110	1,502	(1,502	)	0

Total - 46th Floor	30,053	1.110	33,371	0		33,371

F-1-2

EXHIBIT F-2

COMMON 47 ^th FLOOR MASTER LEASED SPACE

(See Attached)

F-2-1

The Hyatt Center

47th Floor Calculations

The Environments Group

December 21, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
H Group	1,055	1.119	1,181	137		1,378
PRG	11,821	1.119	13,227	2,209		15,436
TPO	9,868	1.119	11,042	1,844		12,886
Hyatt	2,811	1.119	3,145	525		3,671
Common Master Leased Space	4,268	1.119	4,776	(4,776	)	0

Total - 47th Floor	29,823	1.119	33,371	0		33,371

F-2-2

SECOND AMENDMENT TO SUBLEASE

THIS SECOND AMENDMENT TO SUBLEASE (this “ Second Amendment ”) is made as of the July 1, 2008 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“ Subtenant ”), with reference to the following:

RECITALS:

A. Sublandlord and Subtenant heretofore entered into a certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased from Sublandlord certain premises in the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

B. The Original Sublease has been amended by that certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”) and by that certain Ratification Agreement and First Amendment to Sublease dated as of February 1, 2007 (the “ First Amendment ”). The Original Sublease, as amended by the Initial Confirmation Agreement and the First Amendment, is herein referred to as the “ Sublease .”

C. The space subleased by Subtenant pursuant to the Sublease, which currently contains approximately 21,973 square feet of Rentable Area on a portion of the 46 ^th and 47 ^th floors of the Building, is herein referred to as the “ Existing Subleased Premises .”

D. Sublandlord and Subtenant desire to amend the Sublease to provide for, among other things, the surrender by Subtenant to Sublandlord, and the elimination from the Existing Subleased Premises, of a portion of the Existing Subleased Premises located on the 46 ^th floor of the Building, all subject to the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Surrender .

(a) Subtenant has surrendered possession to Sublandlord of a portion of the Existing Subleased Premises (the “ Surrender Space ”) located on the 46 ^th floor of the Building, such Surrender Space containing 583 square feet of Rentable Area and being depicted more particularly on Exhibit G attached hereto (the “ Surrender Space ”), free and clear of any rights, claims or encumbrances of others, and, except as otherwise herein provided, in the condition required pursuant to Article 13 of the Master Lease.

(b) Subtenant hereby represents and warrants to Sublandlord the following as of the Effective Date: (i) Subtenant owns and holds the entire Subtenant’s interest under the Sublease; (ii) other than the Sublease, there exists no sublease affecting the Surrender Space or any part thereof; (iii) Subtenant has not assigned or encumbered Subtenant’s interest under the Sublease or any part thereof; (iv) the Surrender Space is free of any lien, claim or encumbrance of any person claiming by, through or under Subtenant and no contracts for the furnishing of any labor or materials with respect to improvements or alterations in or about the Surrender Space let by Subtenant are outstanding or unpaid; (v) no improvements or alterations in or about the Surrender Space have been made by or on behalf of Subtenant except in accordance with the terms and provisions of the Sublease; (vi) Subtenant has full right, power and authority to enter into this Second Amendment without the consent or approval of any person, and (vii) Subtenant has no knowledge of any fact or circumstance which would give rise to any claim, demand, action or cause of action arising out of or in connection with Subtenant’s leasing or surrender of the Surrender Space.

(c) Subtenant shall defend, indemnify and save Sublandlord harmless from and against all loss or damage sustained by Sublandlord (including all reasonable expenses, costs and attorneys fees of Sublandlord in any action or defense undertaken by Sublandlord to protect itself from such loss or damage) resulting from any breach by Subtenant of the representations, warranties and covenants made herein, and from any lien, charge, encumbrance or claim pertaining to Subtenant’s leasing of the Surrender Space on or prior to the Effective Date.

3. References to Subleased Premises . Except as expressly set forth herein to the contrary, from and after the Effective Date, all references in the Sublease and this Second Amendment to the “Subleased Premises” shall be deemed to be references to the Existing Subleased Premises less the Surrender Space.

4. Rentable Area . Effective as of the Effective Date, the Subleased Premises shall consist of 21,390 square feet of Rentable Area, comprised of (i) the 46 ^th Floor Subleased Premises, containing 5,954 square feet of Rentable Area, and (ii) the 47 ^th Floor Subleased Premises, containing 15,436 square feet of Rentable Area.

5. Floor Plan . Effective as of the Effective Date, the floor plans of the Subleased Premises shall be as set forth in Exhibit B – Third Amended attached hereto, which replaces in its entirety Exhibit B – Second Amended attached to the Sublease, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Third Amended , shall be the Subleased Premises under the Sublease.

6. Net Rent . Effective as of the Effective Date, (i) Exhibit E – Second Amended of the Sublease shall be deleted in its entirety and Exhibit E – Third Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises from and after the Effective Date shall be as set forth on Exhibit E – Third Amended attached hereto.

7. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Effective Date, Subtenant’s Share shall be adjusted to 6.73% (calculated by dividing the 21,390 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

8. Common 46 ^th Floor Master Leased Space . Effective as of the Effective Date, the allocation of the Common 46 ^th Floor Master Leased Space shall be as set forth in Exhibit F-1 – First Amended attached hereto, which replaces in its entirety Exhibit F-1 attached to the Sublease, and for all purposes of the Sublease, the allocation of the Common 46 ^th Floor Master Leased Space as so described on Exhibit F-1 – First Amended , effective as of the Effective Date, shall reflect the allocation of the Common 46 ^th Floor Master Leased Space among Subtenant and the Other 46 ^th Floor Subtenants.

9. Utilities, Service Contracts and Post Effective Date Charges . Subtenant shall pay and be responsible for, and agrees to indemnify and hold harmless Sublandlord against, any utility charges relating to the Surrender Space which shall have accrued prior to the Effective Date. Subtenant also shall pay and be responsible for such obligations relating to the Surrender Space as shall have arisen or accrued on or prior to the Effective Date and such other obligations, such as the final payment and reconciliation of Additional Rent, as are not ascertainable until a date subsequent to the Effective Date. Any year-end adjustments to Additional Rent relating to the Surrender Space shall be made at the time, in the manner, and otherwise in accordance with the terms of the Sublease.

10. Confirmation Agreements . At any time and from time to time upon either Sublandlord’s or Subtenant’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease.

11. No Offer . Submission of this Second Amendment by Sublandlord to Subtenant is not an offer to enter into this Second Amendment but rather is a solicitation for such an offer from Subtenant. Sublandlord shall not be bound by this Second Amendment until Sublandlord has executed and delivered the same to Subtenant.

12. Integration of Sublease and Controlling Language . This Second Amendment and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Sublease, the terms and provisions of this Second Amendment, in all instances, shall control and prevail.

13. Severability . If any provision of this Second Amendment or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Second Amendment shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

14. Entire Agreement . This Second Amendment and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Second Amendment and the Sublease and supersede all prior and contemporaneous understandings and agreements other than the Sublease between the parties respecting the subject matter of this Second Amendment and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the

parties to this Second Amendment relating to the subject matter of this Second Amendment or the Sublease which are not fully expressed in this Second Amendment and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Second Amendment and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Second Amendment (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

15. Successors and Assigns . Each provision of the Sublease and this Second Amendment shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

16. Time of the Essence . Time is of the essence of this Second Amendment and the Sublease and each provision hereof.

17. Multiple Counterparts . This Second Amendment may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

18. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Second Amendment.

19. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Second Amendment, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Second Amendment or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

20. Ratification Generally . Except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

21. Exhibits . The exhibit attached hereto as Exhibit G is hereby incorporated in the Sublease as Exhibit G as if fully set forth therein.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Second Amendment to Sublease as of the date and year first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:	/s/ Mark S. Hoplamazian
Name:	Mark S. Hoplamazian
Title:	President and Chief Executive Officer

SUBTENANT: PRITZKER REALTY GROUP, L.P., an Illinois limited partnership By: PRGP Corp., a Delaware corporation, its sole general partner

	By:	/s/ John Kevin Poorman
	Name:	John Kevin Poorman
	Title:	Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Second Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Second Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement, the First Amendment and the Second Amendment (collectively, the “ Sublease ”), hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Sublease.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant, the Other 46 ^th Floor Subtenants and the Other 47 ^th Floor Subtenants such portion of the Common 46 ^th Floor Master Leased Space and of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 46 ^th Floor Subtenants and Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Original Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
		John Kevin Poorman
		Its President

EXHIBIT B – THIRD AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

46 ^TH FLOOR

(See Attached)

Third Amended B-1

LOGO

Third Amended B-2

EXHIBIT B – THIRD AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

Third Amended B-3

LOGO

Third Amended B-4

EXHIBIT E – THIRD AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 46 (5,954 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – June 30, 2009	$	33.96	$	202,197.84	$	16,849.82
July 1, 2009 – June 30, 2010	$	34.64	$	206,246.56	$	17,187.21
July 1, 2010 – June 30, 2011	$	35.33	$	210,354.82	$	17,529.57
July 1, 2011 – December 16, 2011	$	36.04	$	214,582.16	$	17,881.85
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	36.04	$	214,582.16	$	17,881.85
July 1, 2012 – June 30, 2013	$	36.76	$	218,869.04	$	18,239.09
July 1, 2013 – June 30, 2014	$	37.49	$	223,215.46	$	18,601.29
July 1, 2014 – June 30, 2015	$	38.24	$	227,680.96	$	18,973.41
July 1, 2015 – June 30, 2016	$	39.01	$	232,265.54	$	19,355.46
July 1, 2016 – June 30, 2017	$	39.79	$	236,909.66	$	19,742.47
July 1, 2017 – June 30, 2018	$	40.58	$	241,613.32	$	20,134.44
July 1, 2018 – June 30, 2019	$	41.40	$	246,495.60	$	20,541.30
July 1, 2019 – February 29, 2020	$	42.22	$	251,377.88	$	20,948.16

Third Amended E-1

B. OFFICE PREMISES FLOOR 47 (15,436 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – June 30, 2009	$	28.91	$	446,254.76	$	37,187.90
July 1, 2009 – June 30, 2010	$	29.49	$	455,207.64	$	37,933.97
July 1, 2010 – June 30, 2011	$	30.08	$	464,314.88	$	38,692.91
July 1, 2011 – December 16, 2011	$	30.68	$	473,576.48	$	39,464.71
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	30.68	$	473,576.48	$	39,464.71
July 1, 2012 – June 30, 2013	$	31.29	$	482,992.44	$	40,249.37
July 1, 2013 – June 30, 2014	$	31.92	$	492,717.12	$	41,059.76
July 1, 2014 – June 30, 2015	$	32.55	$	502,441.80	$	41,870.15
July 1, 2015 – June 30, 2016	$	33.21	$	512,629.56	$	42,719.13
July 1, 2016 – June 30, 2017	$	33.87	$	522,817.32	$	43,568.11
July 1, 2017 – June 30, 2018	$	34.55	$	533,313.80	$	44,442.82
July 1, 2018 – June 30, 2019	$	35.24	$	543,964.64	$	45,330.39
July 1, 2019 – February 29, 2020	$	35.94	$	554,769.84	$	46,230.82

Third Amended E-2

EXHIBIT F-1 – FIRST AMENDED

COMMON 46 ^TH FLOOR MASTER LEASED SPACE

First Amended F-1-1


The Hyatt Center 46th Floor Calculations		The Environments Group

June 20, 2008 REVISED 8/05/08		Version 3a


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
PRG	5,121	1.110	5,686	268		5,954
DFMC	23,579	1.110	26,183	1,234		27,417
Common Master Leased Space	1,353	1.110	1,502	(1,502	)	0

Total - 46th Floor	30,053	1.110	33,371	0		33,371

Third Amended E-2

EXHIBIT G

SURRENDER SPACE

[See Attached]

G-1

LOGO

G-2

Exhibit 10.23

SUBLEASE

Between

HYATT CORPORATION,

as Sublandlord

and

THE PRITZKER ORGANIZATION, L.L.C.

as Subtenant

71 South Wacker Drive

Chicago, Illinois

TABLE OF CONTENTS


			Page
1.	Definitions		1
	1.1.	Additional Rent	1
	1.2.	Commencement Date	2
	1.3.	Net Rent	2
	1.4.	Sublease Term	2
	1.5.	Subtenant’s Share	2

2.	Sublease of Subleased Premises		2
	2.1.	Initial Term	2
	2.2.	Renewal Option	2

3.	Delivery of the Subleased Premises		3

4.	Rent Payments		3
	4.1.	Commencement of Net Rent	3
	4.2.	Additional Rent	3
	4.3.	Audit	4
	4.4.	Amounts Due Subsequent to Termination	4
	4.5.	Rent Payments to Master Landlord	4

5.	Condition of the Subleased Premises		54
	5.1.	Construction of Improvements	4
	5.2.	As-Is Condition	5

6.	Master Lease – Rights and Obligations of Subtenant		5
	6.1.	Rights and Obligations	5
	6.2.	Indemnification by Subtenant	5
	6.3.	Direct Arrangements with Master Landlord	5
	6.4.	Master Lease Superior	6

7.	Master Lease - Obligations of Sublandlord		6
	7.1.	Enforcement of Master Landlord Obligations	6
	7.2.	No liability of Sublandlord	6
	7.3.	Abatements of Rent	7
	7.4.	Indemnification by Sublandlord	7
	7.5.	No Amendments	7

8.	Use of Subleased Premises		7

9.	Additions and Alterations		8

10.	Shared Facilities		8
	10.1.	Costs and Expenses - Construction	8


	10.2.	Cafeteria	8
	10.3.	Fitness Center	8

11.	Parking		8

12.	Insurance		8
	12.1.	Required Insurance	8
	12.2.	Waivers of Claims	9

13.	Damage or Destruction		9

14.	Condemnation		9

15.	Indemnification Generally		10

16.	Representations and Warranties of Sublandlord		10

17.	Other Subtenants		10

18.	Right of First Offer		10

19.	Inapplicable Provisions of Master Lease		11

20.	Shared Floor and Facilities		11

21.	Covenant of Quiet Enjoyment		11

22.	Brokers		11

23.	Notices		12

24.	Non-Waiver of Default		12

25.	Memorandum of Sublease		13

26.	No Interpretation Against Drafter		13

27.	Execution and Counterparts		13

28.	Partial Invalidity		13

29.	Attorneys’ Fees		13

30.	Further Assurances		13

31.	Execution of Sublease; No Option or Offer		13

32.	Entire Agreement		13

33.	Subordination		14


EXHIBIT A		MASTER LEASE

EXHIBIT B		FLOOR PLAN OF THE SUBLEASED PREMISES

EXHIBIT C		CONFIRMATION AGREEMENT

EXHIBIT D		MASTER LANDLORD RECOGNITION AGREEMENT

EXHIBIT E		NET RENT SCHEDULE

iii

INDEX OF DEFINED TERMS


Additional Rent		1
Available Space		11
Building		1
Commencement Date		2
Common Facilities		11
Confirmation Agreement		2
Fit-Out Work Contractor		4
Initial Term Extension Option		2
Initial Term Extension Period		3
Master Landlord		1
Master Landlord Recognition Agreement		2
Master Lease		1
Net Rent		2
Other Subtenants		5
Rent		4
Subject Space		11
Sublandlord		1
Sublease		1
Sublease Term		2
Subleased Premises		1
Subtenant		1
Subtenant’s Share		2
Tenant Improvements Construction Contract		4
Termination Date		2

SUBLEASE

This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“Subtenant”), with reference to the following:

RECITALS:

B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublet from Sublandlord, a portion of the Master Premises located on the 47th floor of the Building and consisting of approximately 14,023 square feet of Rentable Area (the “Subleased Premises”), such Subleased Premises being more particularly depicted on Exhibit “B” attached hereto.

AGREEMENT

1. Definitions . For purposes of this Sublease, the following terms shall have the following meanings:

any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

1.3. Net Rent . The term “Net Rent” means the base net rent due for the Subleased Premises during the Sublease Term in the amounts set forth on Exhibit “E” attached hereto:

2. Sublease of Subleased Premises .

2.2. Renewal Option .

(a) Subtenant shall have the right (the “Initial Term Extension Option“) to extend the Term hereof through the Initial Term Expiration Date by delivering written notice to Sublandlord of such election on or prior to the 60 ^th day preceding the Termination Date. If Subtenant timely exercises the Initial Term Extension Option, Subtenant’s leasing of the Subleased Premises during the period (the “Initial Term Extension Period”) commencing on the day following the Termination Date

and continuing through the Initial Term Expiration Date shall be upon the same terms and conditions as are set forth herein, except that Subtenant shall pay Net Rent during the Initial Term Extension Period in the amounts set forth on Exhibit “E” attached hereto.

3. Delivery of the Subleased Premises . Sublandlord shall deliver exclusive possession of the Subleased Premises in broom clean condition to Subtenant on or prior to the Commencement Date.

4. Rent Payments .

statements from Master Landlord, then Subtenant shall pay such amount. Payments for the first and last years of the Sublease Term shall be equitably prorated. During the Sublease Term, Sublandlord shall provide to Subtenant copies of all statements, estimates, reconciliations and audits of Taxes and Operating Expenses received from Master Landlord pursuant to the Master Lease. Sublandlord shall provide to Subtenant, with each statement relating to the payment and adjustment of Additional Rent, the basis for the calculation thereof in sufficient detail for Subtenant to confirm, as between Sublandlord and Subtenant, the amount owed without the necessity of obtaining further data from Master Landlord or Sublandlord. Net Rent and Additional Rent shall be together referred to herein as “Rent.”

5. Condition of the Subleased Premises .

5.1. Construction of Improvements . Subtenant acknowledges and agrees that certain improvements to the Subleased Premises are being constructed by or on behalf of Sublandlord pursuant to a certain construction contract (the “Tenant Improvements Construction Contract”) by and between Pritzker Realty Group, L.P. and Power Construction Company (the “Fit-Out Work Contractor”), pursuant to which Pritzker Realty Group, L.P., on behalf of Sublandlord, Subtenant, and other subtenants of Sublandlord, is constructing or causing to be constructed and completed certain improvements throughout the Master Premises, for the use by Subtenant with respect to the Subleased Premises only, and certain other subtenants of Sublandlord (the “Other Subtenants”) with respect to their respective subleased premises. Sublandlord and Subtenant further acknowledge and agree that each of Subtenant and the Other Subtenants shall bear a portion of the costs to construct the improvements in the Master Premises, to the extent such costs exceed the Fit-Out Allowance, and that the allocation of such excess costs shall be determined and paid pursuant to separate agreements.

6. Master Lease – Rights and Obligations of Subtenant .

6.4. Master Lease Superior . This Sublease shall be and remain at all times subject and subordinate to the terms of the Master Lease.

7. Master Lease - Obligations of Sublandlord .

This Sublease and the obligations of Subtenant to pay Rent hereunder and perform all of the other covenants, agreement, terms, provisions and conditions hereunder on the part of Subtenant to be performed shall in no way be affected, impaired or excused because Master Landlord (with regard to the Master Lease) or Sublandlord (with regard to this Sublease) is unable to fulfill any of their obligations under the Master Lease or this Sublease, respectively, or is unable to supply or is delayed in supplying any service, express or implied, to be supplied, or is unable to make or is delayed in supplying any equipment or fixtures, in any such instance if Master Landlord or Sublandlord, as the case may be, is prevented or delayed from so doing by reason of any cause whatsoever beyond, respectively, Master Landlord’s or Sublandlord’s reasonable control, including but not limited to, acts of God, strikes, labor troubles, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar emergency.

8. Use of Subleased Premises . The Subleased Premises will be used pursuant to Article 5 of the Master Lease.

10. Shared Facilities .

10.2. Cafeteria . Subtenant shall be permitted to use the Cafeteria in the same manner and to the same extent as Sublandlord at all times during which Subtenant is a Subtenant Permittee.

10.3. Fitness Center . The Subtenant shall be allotted Subtenant’s Share of Sublandlord’s available memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

11. Parking . Subtenant shall have the right, but not the obligation, during the Sublease Term, to sublease at the rates from time to time charged to Sublandlord for said parking spaces, up to seven (7) of the parking spaces Master Landlord is obligated to make available to Sublandlord. Subtenant, to the extent permitted by Master Landlord, shall contract directly with Master Landlord, utilizing the Terms of Parking License attached to the Master Lease as Exhibit P-2. If and to the extent at any time Sublandlord and its other subtenants are not utilizing all of the parking spaces Master Landlord is obligated to make available to Sublandlord, Sublandlord, upon receipt of written request from Subtenant, shall deliver written notice to Master Landlord pursuant to which Sublandlord shall advise Master Landlord that Sublandlord desires to increase the number of parking spaces it uses, all in accordance with the request received from Subtenant. Subtenant shall be responsible for any and all costs associated with the transfer of the rights to the parking spaces to Subtenant, including, without limitation, costs, if any, regarding entry cards and parking stickers.

12. Insurance .

name both Sublandlord and Master Landlord as additional insureds and shall also contain a provision that the insurance afforded by such policy shall be primary insurance and any that insurance carried by Sublandlord or Master Landlord shall be excess over and non-contributing with Subtenant’s insurance.

17. Other Subtenants . Subtenant acknowledges and agrees that certain improvements, equipment, facilities and cabling from time to time installed within the Master Premises shall be used by Subtenant, all or any number of the Other Subtenants, and Sublandlord, and that Subtenant, such Other Subtenants, and Sublandlord shall bear on an equitable basis (a) the cost of such shared improvements, equipment, facilities and cabling, as well as the construction, installation, repair and maintenance thereof, and (b) the rent due and payable by Sublandlord under the Master Lease for the space occupied by such improvements, equipment, facilities and cabling. Sublandlord shall maintain responsibility for the construction, installation, repair and maintenance of all of such shared improvements, equipment, facilities and cabling throughout the Term.

the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises upon the same terms, covenants and conditions as are applicable to the Subleased Premises, and the amount of Net Rent due and payable by Subtenant with respect to the Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, and the Subtenant’s Share shall be appropriately adjusted.

20. Shared Floor and Facilities . The Subleased Premises located on the 47th floor are being constructed and completed in such a manner to be included as a full floor build-out and not a separate space to be occupied exclusively as would a multi-tenant floor in the Building be completed and occupied. In that connection, the Rentable Area of the Subleased Premises includes an allocation of common facilities (the “Common Facilities”) on the 47th floor, including the elevator lobby, reception area, breakroom, mailroom, bathroom, and other facilities intended to be used in common with Sublandlord or other occupants on the floor, as shown in the plans for the build-out being completed pursuant to the Tenant Improvements Construction Contract. Subtenant shall have the rights, in common with the other subtenant(s) and Sublandlord, to use and have access to the Common Facilities of the 47th floor.

23. Notices. Except as expressly provided to the contrary in this Sublease, every notice or other communication to be given by either party to the other with respect hereto or to the Subleased Premises or Property, shall be in writing and shall not be effective for any purpose unless the same shall be served (i) personally or (ii) by next business day delivery by a nationally recognized overnight courier service, in either case, to the parties as follows:

If to Sublandlord:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

with a copy to:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Kirk Rose

If to Subtenant:

The Pritzker Organization, L.L.C.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Thomas J. Pritzker

with a copy to:

The Pritzker Organization, L.L.C.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Mark S. Hoplamazian

25. Memorandum of Sublease . Neither this Sublease nor any memorandum thereof shall be recorded, except if permitted in writing by Master Landlord.

IN WITNESS WHEREOF, this Sublease has been made and entered into as of the day and year set forth above.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Douglas G. Geoga
Name:		Douglas G. Geoga
Title:		President


SUBTENANT: THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		Senior Vice President

EXHIBIT A

MASTER LEASE

[See Filed Exhibit Amended and Restated Office Lease, dated as of June 15, 2004,

as amended, between Hyatt Corporation and FrankMon LLC.]

Exhibit A – Page 1

EXHIBIT B

FLOOR PLAN OF THE SUBLEASED PREMISES

Exhibit B – Page 1

EXHIBIT C

CONFIRMATION AGREEMENT

This Confirmation Agreement (“Agreement”) is made as of this 1 ^st day of July, 2006, by and between GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation (“Sublandlord”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“Subtenant”); with reference to the facts set forth below.

RECITALS

A. Sublandlord and Subtenant are parties to that certain Sublease dated June 15, 2004 (“Sublease”), pursuant to which Sublandlord leased to Subtenant and Subtenant leased from Sublandlord those certain premises described therein as approximately 14,023 square feet of Rentable Area located on a portion of the 47 ^th floor of the Building, the address of which is 71 South Wacker Drive, Chicago, Illinois (“Original Subleased Premises”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Sublease.

C. The Sublease provides that Sublandlord and Subtenant will execute a notice of lease terms and dates agreement confirming certain items with respect to the Sublease.

D. Pursuant to this Agreement, the parties wish to confirm and clarify certain Sublease provisions and obligations.

NOW, THEREFORE, in consideration of the Recitals and the other mutual covenants and agreements contained in the Sublease, the parties hereto agree as follows:

1. The Sublease is in full force and effect and has not been amended, modified or altered.

2. The Commencement Date of the Sublease Term is July 1, 2005 and the Termination Date of the Sublease Term is December 16, 2011.

3. The number of square feet of Rentable Area within the Subleased Premises is 12,634, and Subtenant’s Share is 4.32% (calculated by dividing the 12,634 square footage of Rentable Area of the Subleased Premises by the 292,227 square feet of Rentable Area of the Premises).

4. The floor plan of the Subleased Premises shall be as set forth in Exhibit B - First Amended , which replaces in its entirety Exhibit B attached to the Sublease.

5. The Net Rent shall be as set forth in the Net Rent Schedule attached hereto as Exhibit E - First Amended , which replaces in its entirety Exhibit E attached to the Sublease.

6. Pursuant to Section 10.3 of the Sublease, Subtenant is allotted 10 memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

[Remainder of Page Intentionally Left Blank;

Signatures Contained on Following Page]

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sublandlord and Subtenant have caused this Confirmation Agreement to be duly executed as of the date first above written.


SUBLANDLORD:

GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation

By:
Name:
Title:

SUBTENANT:

THE PRITZKER ORGANIZATION, L.L.C.,
A Delaware limited liability company

By:
Name:
Title:

EXHIBIT B - FIRST AMENDED

LOGO

B-1

EXHIBIT E - FIRST AMENDED

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 47 (12,634 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	27.24	$	344,150.16	$	28,679.18
Second (2 ^nd ) Lease Year	$	27.78	$	350,972.52	$	29,247.71
Third (3 ^rd ) Lease Year	$	28.34	$	358,047.56	$	29,837.30
Fourth (4 ^t ^h ) Lease Year	$	28.91	$	365,248.94	$	30,437.41
Fifth (5 ^t ^h ) Lease Year	$	29.49	$	372,576.66	$	31,048.06
Sixth (6 ^t ^h ) Lease Year	$	30.08	$	380,030.72	$	31,669.23
Seventh (7 ^t ^h ) Lease Year (partial)	$	30.68	$	387,611.12	$	32,300.93

E-1

EXHIBIT D

MASTER LANDLORD RECOGNITION AGREEMENT

THIS MASTER LANDLORD RECOGNITION AGREEMENT (this “Agreement”) is made as of June 15, 2004 by and among FRANKMON LLC, a Delaware limited liability company (“Landlord”), HYATT CORPORATION, a Delaware corporation (“Tenant”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“Subtenant”).

RECITALS:

D. Landlord is willing to so recognize Subtenant, upon and subject to the terms and conditions set forth below.

E. All defined terms not otherwise expressly defined herein shall have the respective meanings given them in the Lease.

AGREEMENT:

3. Landlord’s Election to Receive Rents .

4. Attornment and Recognition . In the event:

(i) the Lease terminates for any reason other than as a result of a right set forth in the Lease to terminate the Lease by Landlord as a result of a casualty or condemnation, or

(ii) Subtenant exercises its right to renew the term of the Sublease pursuant to Paragraph 2.2 thereof,

then in either such instance, Landlord, from and after the Direct Lease Date, shall recognize the Sublease between Subtenant and Tenant as a direct lease between Landlord and Subtenant (the “Direct Lease”), shall not disturb Subtenant’s possession of the Subleased Premises, and shall undertake the obligations of Tenant under the Sublease, as the Direct Lease, for the balance of the term of the Sublease pursuant to a new lease, provided: (a) Landlord shall not be liable for any act or omission of Tenant; (b) Landlord shall not be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant, unless such money

has been delivered by Tenant or Subtenant to Landlord; (c) Landlord shall not be bound by any changes or modifications made to the Sublease, which are contrary to the terms of the Lease, without the written consent of Landlord; (d) Landlord shall not be subject to any offset or defenses which Subtenant might have as to Tenant or to any claims for damages against Tenant; (e) Landlord shall not be obligated to fund to, or for the benefit of, Subtenant, an undisbursed tenant improvement or refurbishment allowance or other allowances or monetary concessions other than those for which Landlord remains liable to Tenant pursuant to the Lease; (f) Landlord shall be responsible for performance of only those covenants and obligations of Tenant pursuant to the Sublease accruing from and after the Direct Lease Date; and (g) Subtenant shall make full and complete attornment to Landlord, as lessor, pursuant to a written acknowledgment executed by Landlord and Subtenant, so as to establish direct privity of contract between Landlord and Subtenant with the same force and effect as though the Sublease were originally made directly between Landlord and Subtenant effective as of the Direct Lease Date. The term “Direct Lease Date” shall mean, in the case of a termination of the Lease, the date upon which such termination becomes effective, and in the case of the Subtenant exercising its renewal rights, the first day of the Renewal Term.

9. General Provisions .

9.3. Controlling Law . The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.

9.5. Captions . The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

IN WITNESS WHEREOF, the parties have executed this Master Landlord Consent as of the day and year first above written.


LANDLORD:

FRANKMON LLC, a Delaware limited liability company

By:
Name:		J. Kevin Poorman
Title:		Authorized Representative

TENANT:

HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

SUBTENANT:

PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company

By:
Name:
Title:

SCHEDULE A TO EXHIBIT D

THE SUBLEASE

[See Filed Exhibit Sublease Agreement, dated as of June 15, 2004, as amended,

between Hyatt Corporation and The Pritzker Organization, L.L.C]

Exhibit D – Page 1

EXHIBIT E

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 47 (14,023 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	27.24	$	381,986.52	$	31,832.21
Second (2nd) Lease Year	$	27.78	$	389,626.25	$	32,468.85
Third (3rd) Lease Year	$	28.34	$	397,418.78	$	33,118.23
Fourth (4th) Lease Year	$	28.91	$	405,367.15	$	33,780.60
Fifth (5th) Lease Year	$	29.49	$	413,474.49	$	34,456.21
Sixth (6th) Lease Year	$	30.08	$	421,743.98	$	35,145.33
Seventh (7th) Lease Year	$	30.68	$	430,178.86	$	35,848.24
Eighth (8th) Lease Year	$	31.29	$	438,782.44	$	36,565.20
Ninth (9th) Lease Year	$	31.92	$	447,558.09	$	37,296.51
Tenth (10th) Lease Year	$	32.55	$	456,509.25	$	38,042.44
Eleventh (11th) Lease Year	$	33.21	$	465,639.44	$	38,803.29
Twelfth (12th) Lease Year	$	33.87	$	474,952.23	$	39,579.35
Thirteenth (13th) Lease Year	$	34.55	$	484,451.27	$	40,370.94
Fourteenth (14th) Lease Year	$	35.24	$	494,140.30	$	41,178.36
Fifteenth (15th) Lease Year	$	35.94	$	504,023.10	$	42,001.93

E-1

RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE

THIS RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE (this “ Agreement ”) is entered into as of the 1 ^st day of February, 2007 (the “ Effective Date ”), by and between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“ Subtenant ”), with reference to the following:

RECITALS:

A. Sublandlord and Subtenant heretofore entered into that certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased certain premises containing approximately 14,023 square feet of Rentable Area on a portion of the 47 ^th floor (the “ Subleased Premises ”) of the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

C. The Original Sublease, as amended by the Initial Confirmation Agreement, is herein referred to as the “ Sublease .”

F. Sublandlord, Subtenant and the Other Subtenants recently recalculated the allocation of the Common 47 ^th Floor Master Leased Space (hereinafter defined) to be included in the Rentable Area of their respective subleased premises. As a result of such recalculation, the square footage of the Subleased Premises increased to 12,886 square feet of Rentable Area.

G. The Initial Confirmation Agreement, while substantively correct when executed, erroneously was executed by Global Hyatt rather than Sublandlord.

I. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Sublandlord and Subtenant hereby agree as follows:

3. Rentable Area . Effective as of the Additional 17th Floor Premises Rent Commencement Date (as defined in the Master Lease), the Subleased Premises shall consist of 12,886 square feet of Rentable Area.

5. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Additional 17 ^th Floor Premises Rent Commencement Date, Subtenant’s Share shall be adjusted to 4.05% (calculated by dividing the 12,886 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

6. Fitness Center . Paragraph 10.3 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord ten (10) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

7. Shared Floor and Facilities . Paragraph 20 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“20. Shared Floor and Facilities . The portion of the Subleased Premises located on the 47 ^th floor have been constructed in a manner such that the Subleased Premises comprise a part of a full floor build-out rather than a separate demised space of the type typically found on a multi-tenant floor of the Building. Subtenant and the Other Subtenants that sublease space from Sublandlord on the 47 ^th floor of the Building (the “ Other 47 ^th Floor Subtenants ”) therefore are dependent on each other for ingress to, egress from and access and use of (a) certain Common Areas located on the 47 ^th floor of the Building, and (b) certain common facilities comprising a portion of the Master Premises located on the 47 ^th floor of the Building (the “ Common 47 ^th Floor Master Leased Space ”) designated as the Common Master Leased Space on the 47 ^th floor on Exhibit B – Second Amended attached hereto. The Common 47 ^th Floor Master Leased Space is intended to be used by Subtenant in common with Sublandlord and the Other 47 ^th Floor Subtenants. In furtherance thereof, (a) Subtenant shall have the right, in common with Sublandlord and such Other 47 ^th Floor Subtenants, (x) to use and have access to the Common Areas located on the 47 ^th floor and the Common 47 ^th Floor Master Leased Space, and (y) to the extent necessary to effect such use and access, to passage through the premises leased by Sublandlord and such Other 47 ^th Floor Subtenants on such floor, and (b) Subtenant shall grant access to Sublandlord and such Other 47 ^th Floor Subtenants through the Subleased Premises for the limited purpose of permitting such access and use. In consideration of the foregoing, the Rentable Area of the Subleased Premises includes an allocation of the Common 47 ^th Floor Master Leased Space, as more particularly described on Exhibit F attached hereto.”

The schedule attached hereto as Exhibit F is hereby incorporated into the Sublease as Exhibit F as if fully set forth therein.

8. The floor plan of the Subleased Premises shall be as set forth in Exhibit B – Second Amended attached hereto, which replaces in its entirety Exhibit B – First Amended attached to the Sublease, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Second Amended , shall be the Subleased Premises under the Sublease.

14. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

15. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

16. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Ratification Agreement and First Amendment to Sublease as of the day and year first above written.


SUBLANDLORD:

HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President Finance

SUBTENANT:

THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 47 ^th Floor Subtenants such portion of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Sublease (as modified by Paragraph 7 of the Sublease Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease Amendment.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
		J. Kevin Poorman
Its President

EXHIBIT B – SECOND AMENDED

FLOOR PLAN OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

B-1

LOGO

B-2

EXHIBIT E – SECOND AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 47 (12,886 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Additional 17th Floor Premises Rent Commencement Date – June 30, 2007	$	27.78	$	357,973.08	$	29,831.09
July 1, 2007 – June 30, 2008	$	28.34	$	365,189.24	$	30,432.44
July 1, 2008 – June 30, 2009	$	28.91	$	372,534.26	$	31,044.52
July 1, 2009 – June 30, 2010	$	29.49	$	380,008.14	$	31,667.35
July 1, 2010 – June 30, 2011	$	30.08	$	387,610.88	$	32,300.91
July 1, 2011 – December 16, 2011	$	30.68	$	395,342.48	$	32,945.21
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	30.68	$	395,342.48	$	32,945.21
July 1, 2012 – June 30, 2013	$	31.29	$	403,202.94	$	33,600.25
July 1, 2013 – June 30, 2014	$	31.92	$	411,321.12	$	34,276.76
July 1, 2014 – June 30, 2015	$	32.55	$	419,439.30	$	34,953.28
July 1, 2015 – June 30, 2016	$	33.21	$	427,944.06	$	35,662.01
July 1, 2016 – June 30, 2017	$	33.87	$	436,448.82	$	36,370.74
July 1, 2017 – June 30, 2018	$	34.55	$	445,211.30	$	37,100.94
July 1, 2018 – June 30, 2019	$	35.24	$	454,102.64	$	37,841.89
July 1, 2019 – February 29, 2020	$	35.94	$	463,122.84	$	38,593.57

E-1

EXHIBIT F

COMMON 47 ^th FLOOR MASTER LEASED SPACE

(See Attached)

F-1


The Hyatt Center		The Environments Group
47th Floor Calculations

December 21, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
H Group	1,055	1.119	1,181	197		1,376
PRG	11,821	1.119	13,227	2,209		15,436
TPO	9,868	1.119	11,042	1,844		12,886
Hyatt	2,811	1.119	3,145	525		3,671
Common Master Leased Space	4,268	1.119	4,776	(4,776	)	0

Total - 47th Floor	29,823	1.119	33,371	0		33,371

F-2

SECOND AMENDMENT TO SUBLEASE

THIS SECOND AMENDMENT TO SUBLEASE (this “ Agreement ”) is made as of the 25 ^th day of January, 2008 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“ Subtenant ”), with reference to the following:

RECITALS:

C. The space leased by Subtenant pursuant to the Sublease, which currently contains approximately 12,886 square feet of Rentable Area on a portion of the 47 ^th floor.

D. Sublandlord and Subtenant desire to amend the Sublease to provide for Subtenant’s relinquishment to Sublandlord of two (2) memberships to the Fitness Center, subject to the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Fitness Center . Paragraph 10.3 of the Original Sublease (as modified by Paragraph 6 of the First Amendment) is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord eight (8) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

3. Confirmation Agreements . At any time and from time to time upon either Sublandlord’s or Subtenant’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease.

4. No Offer . Submission of this Agreement by Sublandlord to Subtenant is not an offer to enter into this Agreement but rather is a solicitation for such an offer from Subtenant. Sublandlord shall not be bound by this Agreement until Sublandlord has executed and delivered the same to Subtenant.

5. Integration of Sublease and Controlling Language . This Agreement and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Sublease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

7. Entire Agreement . This Agreement and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Sublease and supersede all prior and contemporaneous understandings and agreement other than the Sublease between the parties respecting the subject matter of this Agreement and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Sublease which are not fully expressed in this Agreement and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

8. Successors and Assigns . Each provision of the Sublease and this Agreement shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

9. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

10. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

12. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Agreement, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Agreement or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

13. Ratification Generally . Except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Second Amendment to Sublease as of the date first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Vice President - Controller

SUBTENANT: THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 47 ^th Floor Subtenants such portion of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
Its:		John Kevin Poorman President

THIRD AMENDMENT TO SUBLEASE

THIS THIRD AMENDMENT TO SUBLEASE (this “ Third Amendment ”) is made as of the 9 ^th day of February, 2009 (the “ Execution Date ”), but shall be deemed effective as of January 1, 2009 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“ Subtenant ”), with reference to the following:

RECITALS:

B. The Original Sublease has been amended by that certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”), by that certain Ratification Agreement and First Amendment to Sublease dated as of February 1, 2007 (the “ First Amendment ”) and by that certain Second Amendment to Sublease dated as of January 25, 2008 (the “ Second Amendment ”). The Original Sublease, as amended by the Initial Confirmation Agreement, the First Amendment and the Second Amendment, is herein referred to as the “ Sublease .”

C. The space subleased by Subtenant pursuant to the Sublease, which currently contains approximately 12,886 square feet of Rentable Area on a portion of the 47th floor of the Building, is herein referred to as the “ Existing Subleased Premises .”

D. Sublandlord and Subtenant desire to amend the Sublease to provide for, among other things, the subleasing by Subtenant of certain additional premises on the 47 ^th floor of the Building, upon the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Leasing of Additional 47 ^th Floor Subleased Premises . Sublandlord hereby subleases to Subtenant, and Subtenant hereby accepts from Sublandlord, an additional 959 rentable square feet comprising a portion of the 47 ^th floor of the Building (the portion so subleased being herein referred to as the “ Additional 47 ^th Floor Subleased Premises ”), such Additional 47 ^th Floor Subleased Premises being depicted more particularly on Exhibit G attached hereto. Subtenant’s leasing of the Additional 47 ^th Floor Subleased Premises shall be in accordance with, and subject to, all of the terms, covenants and conditions of the Sublease applicable to the Existing Subleased Premises, except as otherwise provided in this Third Amendment.

3. Term . The term of the subletting of the Additional 47 ^th Floor Subleased Premises shall commence on the Effective Date and shall expire on the Termination Date, subject to extension of the Sublease Term pursuant to Paragraph 2.2 of the Original Sublease.

4. References to Subleased Premises . Except as expressly set forth herein to the contrary, from and after the Effective Date, all references in the Sublease and this Third Amendment to “ Subleased Premises ” shall be deemed to include the Existing Subleased Premises and the Additional 47 ^th Floor Subleased Premises.

5. Rentable Area . Effective as of the Effective Date, the Subleased Premises shall consist of 13,845 square feet of Rentable Area.

6. Floor Plan . Effective as of the Effective Date, the floor plan of the Subleased Premises shall be as set forth in Exhibit B – Third Amended attached hereto, which replaces in its entirety Exhibit B – Second Amended attached to the First Amendment, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Third Amended , shall be the Subleased Premises under the Sublease.

7. Net Rent . Effective as of the Effective Date, (i) Exhibit E – Second Amended attached to the First Amendment shall be deleted in its entirety and Exhibit E – Third Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises from and after the Effective Date shall be as set forth on Exhibit E – Third Amended attached hereto.

8. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Effective Date, Subtenant’s Share shall be adjusted to 4.36% (calculated by dividing the 13,845 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

9. Common 47 ^th Floor Master Leased Space . Effective as of the Effective Date, the allocation of the Common 47 ^th Floor Master Leased Space shall be as set forth in Exhibit F – First Amended attached hereto, which replaces in its entirety Exhibit F attached to the First Amendment, and for all purposes of the Sublease, the allocation of the Common 47 ^th Floor Master Leased Space as so described on Exhibit F – First Amended , effective as of the Effective Date, shall reflect the allocation of the Common 47 ^th Floor Master Leased Space among Subtenant and the Other 47 ^th Floor Subtenants.

10. Delivery of Possession and Improvements . Sublandlord has heretofore delivered possession of the Additional 47 ^th Floor Subleased Premises to Subtenant. Subtenant has accepted possession of the Additional 47 ^th Floor Subleased Premises in as-is condition, it being acknowledged that no agreement of Sublandlord to alter, remodel, decorate, clean or improve the Additional 47 ^th Floor Subleased Premises or the Building, and no representation or warranty regarding the condition of the Additional 47 ^th Floor

Subleased Premises or the Building, has been made by Sublandlord or by any party acting on Sublandlord’s behalf. Any work necessary to cause the Additional 47 ^th Floor Subleased Premises to be ready for Subtenant’s use and occupancy thereof shall be performed by Subtenant at Subtenant’s sole cost and expense. Any such work shall be performed in accordance with, and subject to, the terms and provisions of the Sublease.

11. Confirmation Agreements . At any time and from time to time upon either Sublandlord’s or Subtenant’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease.

12. No Offer . Submission of this Third Amendment by Sublandlord to Subtenant is not an offer to enter into this Third Amendment but rather is a solicitation for such an offer from Subtenant. Sublandlord shall not be bound by this Third Amendment until Sublandlord has executed and delivered the same to Subtenant.

13. Integration of Sublease and Controlling Language . This Third Amendment and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Third Amendment and the terms and provisions of the Sublease, the terms and provisions of this Third Amendment, in all instances, shall control and prevail.

14. Severability . If any provision of this Third Amendment or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Third Amendment shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

15. Entire Agreement . This Third Amendment and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Third Amendment and the Sublease and supersede all prior and contemporaneous understandings and agreements other than the Sublease between the parties respecting the subject matter of this Third Amendment and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Third Amendment relating to the subject matter of this Third Amendment or the Sublease which are not fully expressed in this Third Amendment and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Third Amendment and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Third Amendment (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

16. Successors and Assigns . Each provision of the Sublease and this Third Amendment shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

17. Time of the Essence . Time is of the essence of this Third Amendment and the Sublease and each provision hereof.

18. Multiple Counterparts . This Third Amendment may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

19. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Third Amendment.

20. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Third Amendment, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Third Amendment or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

21. Ratification Generally . Except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

22. Exhibits . The exhibit attached hereto as Exhibit G is hereby incorporated in the Sublease as Exhibit G as if fully set forth therein

(Remainder of page intentionally left blank;

signature page follows)

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Third Amendment to Sublease as of the Execution Date.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Senior Vice President and Corporate Controller

SUBTENANT: THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Third Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Third Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement, the First Amendment, the Second Amendment and the Third Amendment (collectively, the “ Sublease ”), hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Sublease.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 47 ^th Floor Subtenants such portion of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Original Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
Its:		John Kevin Poorman President

EXHIBIT B – THIRD AMENDED

FLOOR PLAN OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

Third Amended B-1

LOGO

Third Amended B-2

EXHIBIT E – THIRD AMENDED

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 47 (13,845 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – June 30, 2009	$	28.91	$	400,258.92	$	33,354.91
July 1, 2009 – June 30, 2010	$	29.49	$	408,289.08	$	34,024.09
July 1, 2010 – June 30, 2011	$	30.08	$	416,457.60	$	34,704.80
July 1, 2011 – December 16, 2011	$	30.68	$	424,764.60	$	35,397.05
Initial Term Extension Period
December 17, 2011 – June 30, 2012	$	30.68	$	424,764.60	$	35,397.05
July 1, 2012 – June 30, 2013	$	31.29	$	433,210.08	$	36,100.84
July 1, 2013 – June 30, 2014	$	31.92	$	441,932.40	$	36,827.70
July 1, 2014 – June 30, 2015	$	32.55	$	450,654.72	$	37,554.56
July 1, 2015 – June 30, 2016	$	33.21	$	459,792.48	$	38,316.04
July 1, 2016 – June 30, 2017	$	33.87	$	468,930.12	$	39,077.51
July 1, 2017 – June 30, 2018	$	34.55	$	478,344.72	$	39,862.06
July 1, 2018 – June 30, 2019	$	35.24	$	487,897.80	$	40,658.15
July 1, 2019 – February 29, 2020	$	35.94	$	497,589.36	$	41,465.78

Third Amended E-1

EXHIBIT F – FIRST AMENDED

COMMON 47 ^th FLOOR MASTER LEASED SPACE

(See Attached)

First Amended F-1

The Hyatt Center

47th Floor Calculations

Perkins+Will

January 20, 2009

Version 8


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
H Group	1,055	1.119	1,181	197		1,378
PRG	11,821	1.119	13,227	2,209		15,436
TPO	10,602	1.119	11,863	1,981		13,845
Hyatt	2,077	1.119	2,324	388		2,712
Common Master Leased Space	4,268	1.119	4,776	(4,776	)	0

Total - 47th Floor	29,823	1.119	33,371	0		33,371

First Amended F-2

EXHIBIT G

ADDITIONAL 47 ^TH FLOOR SUBLEASED PREMISES

(See Attached)

G-1

LOGO

G-2

FOURTH AMENDMENT TO SUBLEASE

THIS FOURTH AMENDMENT TO SUBLEASE (this “ Fourth Amendment ”) is made as of the 28 ^th day of April, 2009 (the “ Execution Date ”), but shall be deemed effective as of April 1, 2009 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“ Subtenant ”), with reference to the following:

RECITALS:

Sublandlord and Subtenant heretofore entered into a certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased from Sublandlord certain premises (the “ Original Subleased Premises ”) on the 47 ^th floor of the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

Sublandlord and Subtenant subsequently entered into that certain Confirmation Agreement dated July 1, 2006 (the “ Initial Confirmation Agreement ”), pursuant to which Sublandlord and Subtenant, among other things, confirmed certain dates relating to Subtenant’s leasing of the Subleased Premises and the number of square feet of Rentable Area contained in the Subleased Premises.

Sublandlord and Subtenant subsequently entered into that certain Ratification Agreement and First Amendment to Sublease dated February 1, 2007 (the “ First Amendment ”), pursuant to which Sublandlord and Subtenant, among other things, adjusted the number of square feet of Rentable Area in the Subleased Premises and the Subtenant’s Share.

Sublandlord and Subtenant subsequently entered into that certain Second Amendment to Sublease dated January 25, 2008 (the “ Second Amendment ”), pursuant to which Subtenant relinquished two (2) memberships to the Fitness Center.

Sublandlord and Subtenant subsequently entered into that certain Third Amendment to Sublease dated February 9, 2009 (the “ Third Amendment ”), pursuant to which, among other things, Subtenant leased certain additional premises on the 47 ^th floor of the Building (the “ Additional 47 ^th Floor Subleased Premises ”).

The Original Sublease, as amended by the Initial Confirmation Agreement, the First Amendment, the Second Amendment and the Third Amendment, is herein referred to as the “ Sublease .”

The Original Subleased Premises and the Additional 47 ^th Floor Subleased Premises are together herein referred to as the “ Existing Subleased Premises .”

Sublandlord and Subtenant desire to amend the Sublease to provide for, among other things, the subleasing by Subtenant of a certain second additional premises on the 47 ^th floor of the Building, upon the terms and conditions herein set forth.

G-3

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

1. Incorporation and Defined Terms . The recital paragraphs set forth above are hereby incorporated herein as if fully set forth herein. Capitalized Willis not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.

2. Leasing of Second Additional 47th Floor Subleased Premises . Sublandlord hereby subleases to Subtenant, and Subtenant hereby accepts from Sublandlord, an additional 2,712 rentable square feet comprising a portion of the 47 ^th floor of the Building (the portion so subleased being herein referred to as the “ Second Additional 47 ^th Floor Subleased Premises ”), such Second Additional 47 ^th Floor Subleased Premises being depicted more particularly on Exhibit H attached hereto. Subtenant’s leasing of the Second Additional 47 ^th Floor Subleased Premises shall be in accordance with, and subject to, all of the terms, covenants and conditions of the Sublease applicable to the Existing Subleased Premises, except as otherwise provided in this Fourth Amendment.

3. Term . The term of the subletting of the Second Additional 47 ^th Floor Subleased Premises shall commence on the Effective Date and shall expire on the Termination Date, subject to extension of the Sublease Term pursuant to Paragraph 2.2 of the Original Sublease.

4. References to Subleased Premises . Except as expressly set forth herein to the contrary, from and after the Effective Date, all references in the Sublease and this Fourth Amendment to “ Subleased Premises ” shall be deemed to include the Existing Subleased Premises and the Second Additional 47 ^th Floor Subleased Premises.

5. Rentable Area . Effective as of the Effective Date, the Subleased Premises shall consist of 16,557 square feet of Rentable Area.

6. Floor Plan . Effective as of the Effective Date, the floor plan of the Subleased Premises shall be as set forth in Exhibit B – Fourth Amended attached hereto, which replaces in its entirety Exhibit B – Third Amended attached to the Third Amendment, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Fourth Amended , shall be the Subleased Premises under the Sublease.

7. Net Rent . Effective as of the Effective Date, (i) Exhibit E – Third Amended attached to the Third Amendment shall be deleted in its entirety and Exhibit E – Fourth Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises from and after the Effective Date shall be as set forth on Exhibit E – Fourth Amended attached hereto.

8. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Effective Date, Subtenant’s Share shall be adjusted to 5.21% (calculated by dividing the 16,557 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

G-4

9. Common 47 ^th Floor Master Leased Space . Effective as of the Effective Date, the allocation of the Common 47 ^th Floor Master Leased Space shall be as set forth in Exhibit F – Second Amended attached hereto, which replaces in its entirety Exhibit F – First Amended attached to the Third Amendment, and for all purposes of the Sublease, the allocation of the Common 47 ^th Floor Master Leased Space as so described on Exhibit F – Second Amended , effective as of the Effective Date, shall reflect the allocation of the Common 47 ^th Floor Master Leased Space among Subtenant and the Other 47 ^th Floor Subtenants

10. Delivery of Possession and Improvements . Sublandlord has heretofore delivered possession of the Second Additional 47 ^th Floor Subleased Premises to Subtenant. Subtenant has accepted possession of the Second Additional 47 ^th Floor Subleased Premises in as-is condition, it being acknowledged that no agreement of Sublandlord to alter, remodel, decorate, clean or improve the Second Additional 47 ^th Floor Subleased Premises or the Building, and no representation or warranty regarding the condition of the Second Additional 47 ^th Floor Subleased Premises or the Building, has been made by Sublandlord or by any party acting on Sublandlord’s behalf. Any work necessary to cause the Second Additional 47 ^th Floor Subleased Premises to be ready for Subtenant’s use and occupancy thereof shall be performed by Subtenant at Subtenant’s sole cost and expense. Any such work shall be performed in accordance with, and subject to, the terms and provisions of the Sublease.

12. No Offer . Submission of this Fourth Amendment by Sublandlord to Subtenant is not an offer to enter into this Fourth Amendment but rather is a solicitation for such an offer from Subtenant. Sublandlord shall not be bound by this Fourth Amendment until Sublandlord has executed and delivered the same to Subtenant.

13. Integration of Sublease and Controlling Language . This Fourth Amendment and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Fourth Amendment and the terms and provisions of the Sublease, the terms and provisions of this Fourth Amendment, in all instances, shall control and prevail.

14. Severability . If any provision of this Fourth Amendment or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Fourth Amendment shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

15. Entire Agreement . This Fourth Amendment and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Fourth Amendment and the Sublease and supersede all prior and contemporaneous understandings and agreements other than the Sublease between the parties respecting the subject matter of this Fourth Amendment and the Sublease. There are no representations, agreements, arrangements or

G-5

understandings, oral or in writing, between or among the parties to this Fourth Amendment relating to the subject matter of this Fourth Amendment or the Sublease which are not fully expressed in this Fourth Amendment and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Fourth Amendment and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Fourth Amendment (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

16. Successors and Assigns . Each provision of the Sublease and this Fourth Amendment shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

17. Time of the Essence . Time is of the essence of this Fourth Amendment and the Sublease and each provision hereof.

18. Multiple Counterparts . This Fourth Amendment may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

19. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Fourth Amendment.

20. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Fourth Amendment, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Fourth Amendment or are entitled to any commission in connection therewith. Each of Sublandlord And Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

21. Ratification Generally . Except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

22. Exhibits . The exhibit attached hereto as Exhibit H is hereby incorporated in the Sublease as Exhibit H as if fully set forth therein.

(Remainder of page intentionally left blank;

signature page follows)

G-6

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Fourth Amendment to Sublease as of the Execution Date.


SUBLANDLORD:

HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Senior Vice President and Corporate Controller

SUBTENANT:

THE PRITZKER ORGANIZATION, L.L.C. a Delaware limited liability company

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President

G-7

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Fourth Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Fourth Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment (collectively, the “ Sublease ”), hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Sublease.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 47 ^th Floor Subtenants such portion of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Original Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
		John Kevin Poorman
Its:		President

G-8

EXHIBIT B - FOURTH AMENDED

FLOOR PLAN OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

Fourth Amended B-1

LOGO

Fourth Amended B-2

EXHIBIT E - FOURTH AMENDED

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 47 (16,557 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date - June 30, 2009	$	28.91	$	478,662.84	$	39,888.57
July 1, 2009 - June 30, 2010	$	29.49	$	488,265.96	$	40,688.83
July 1, 2010 - June 30, 2011	$	30.08	$	498,034.56	$	41,502.88
July 1, 2011 - December 16, 2011	$	30.68	$	507,968.76	$	42,330.73
Initial Term Extension Period
December 17, 2011 - June 30, 2012	$	30.68	$	507,968.76	$	42,330.73
July 1, 2012 - June 30, 2013	$	31.29	$	518,068.56	$	43,172.38
July 1, 2013 - June 30, 2014	$	31.92	$	528,499.44	$	44,041.62
July 1, 2014 - June 30, 2015	$	32.55	$	538,930.32	$	44,910.86
July 1, 2015 - June 30, 2016	$	33.21	$	549,858.00	$	45,821.50
July 1, 2016 - June 30, 2017	$	33.87	$	560,785.56	$	46,732.13
July 1, 2017 - June 30, 2018	$	34.55	$	572,044.32	$	47,670.36
July 1, 2018 - June 30, 2019	$	35.24	$	583,468.68	$	48,622.39
July 1, 2019 - February 29, 2020	$	35.94	$	595,058.64	$	49,588.22

Fourth Amended E-1

EXHIBIT F — SECOND AMENDED

COMMON 47 ^th FLOOR MASTER LEASED SPACE

(See Attached)

Fourth Amended F-1

The Hyatt Center

47th Floor Calculations

Perkins+Will

4/13/2009 - R

Version 8


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
H Group	1,055	1.119	1,181	197		1,378
PRG LP.	11,821	1.119	13,227	2,209		15,436
TPO	12,679	1.119	14,187	2,389		16,557
Common Master Leased Space	4,268	1.119	4,776	(4,776	)	0

Total - 47th Floor	29,823	1.119	33,371	0		33,371

Second Amended F-2

EXHIBIT H

SECOND ADDITIONAL 47 ^TH FLOOR SUBLEASED PREMISES

(See Attached)

H-1

LOGO

H-2

Exhibit 10.24

SUBLEASE

Between

HYATT CORPORATION,

as Sublandlord

and

H GROUP HOLDING, INC.,

as Subtenant

71 South Wacker Drive

Chicago, Illinois

TABLE OF CONTENTS


			Page
1.	Definitions		1

	1.1.	Additional Rent	1
	1.2.	Commencement Date	2
	1.3.	Net Rent	2
	1.4.	Sublease Term	2
	1.5.	Subtenant’s Share	2

2.	Sublease of Subleased Premises		2

	2.1.	Initial Term	2
	2.2.	Renewal Option	2

3.	Delivery of the Subleased Premises		3

4.	Rent Payments		3

	4.1.	Commencement of Net Rent	3
	4.2.	Additional Rent	3
	4.3.	Audit	3
	4.4.	Amounts Due Subsequent to Termination	4
	4.5.	Rent Payments to Master Landlord	4

5.	Condition of the Subleased Premises		4

	5.1.	Construction of Improvements	4
	5.2.	As-Is Condition	4

6.	Master Lease - Rights and Obligations of Subtenant		5

	6.1.	Rights and Obligations	5
	6.2.	Indemnification by Subtenant	5
	6.3.	Direct Arrangements with Master Landlord	5
	6.4.	Master Lease Superior	5

7.	Master Lease - Obligations of Sublandlord		5

	7.1.	Enforcement of Master Landlord Obligations	5
	7.2.	No liability of Sublandlord	6
	7.3.	Abatements of Rent	7
	7.4.	Indemnification by Sublandlord	7
	7.5.	No Amendments	7


8.	Use of Subleased Premises		7

9.	Additions and Alterations		7

10.	Shared Facilities.		7

	10.1.	Costs and Expenses - Construction	7
	10.2.	Cafeteria	7
	10.3.	Fitness Center	8

11.	Parking		8

12.	Insurance		8

	12.1.	Required Insurance	8
	12.2.	Waivers of Claims	8

13.	Damage or Destruction		8

14.	Condemnation		9

15.	Indemnification Generally		9

16.	Representations and Warranties of Sublandlord		9

17.	Other Subtenants		10

18.	Inapplicable Provisions of Master Lease		10

19.	Shared Floor and Facilities		10

20.	Covenant of Quiet Enjoyment		10

21.	Brokers		10

22.	Notices		11



23.	Non-Waiver of Default	11

24.	Memorandum of Sublease	12

25.	No Interpretation Against Drafter	12

26.	Execution and Counterparts	12

27.	Partial Invalidity	12

28.	Attorneys’ Fees	12

29.	Further Assurances	12

30.	Execution of Sublease; No Option or Offer	12

31.	Entire Agreement	12

32.	Subordination	13

EXHIBIT A MASTER LEASE

EXHIBIT B FLOOR PLAN OF THE SUBLEASED PREMISES

EXHIBIT C CONFIRMATION AGREEMENT

EXHIBIT D MASTER LANDLORD RECOGNITION AGREEMENT

EXHIBIT E NET RENT SCHEDULE

iii

INDEX OF DEFINED TERMS


Additional Rent		1
Building		1
Commencement Date		2
Common Facilities		12
Confirmation Agreement		2
Fit-Out Work Contractor		5
Master Landlord		1
Master Landlord Recognition Agreement		3
Master Lease		1
Net Rent		2
Other Subtenants		5
Rent		4
Sublandlord		1
Sublease		1
Sublease Term		2
Subleased Premises		1
Subtenant		1
Subtenant’s Share		2
Tenant Improvements Construction Contract		5
Termination Date		2

SUBLEASE

This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and H GROUP HOLDING, INC., a Delaware corporation (“Subtenant”), with reference to the following:

RECITALS:

B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublet from Sublandlord, a portion of the Master Premises located on a portion of the 10th floor of the Building and consisting of approximately 7,933 square feet of Rentable Area (the “Subleased Premises”), such Subleased Premises being more particularly depicted on Exhibit “B” attached hereto.

AGREEMENT

1. Definitions . For purposes of this Sublease, the following terms shall have the following meanings:

1.2. Commencement Date . The term “Commencement Date” means the Mid-Rise Rent Commencement Date. Following the Commencement Date, Sublandlord and Subtenant shall execute an agreement confirming the Commencement Date and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease in substantially the form attached to this Sublease as Exhibit “C” (the “Confirmation Agreement”).

1.3. Net Rent . The term “Net Rent” means the base net rent due for the Subleased Premises during the Sublease Term in the amounts set forth on Exhibit “E” attached hereto:

1.4. Sublease Term . The term “Sublease Term” means the term commencing on the Commencement Date and ending on the Initial Term Expiration Date (the “Termination Date”), subject to extension pursuant to Section 2.2 below.

2. Sublease of Subleased Premises .

2.2. Renewal Option . Subtenant, at any time on or prior to the 30th day preceding the last day on which Sublandlord may exercise a Renewal Option pursuant to Article 35 of the Master Lease, may elect to cause Sublandlord to exercise the applicable Renewal Option with respect to the Subleased Premises, whereupon Sublandlord shall so exercise such Renewal Option. The Sublease Term thereafter shall be extended for the length of the First Renewal Term or the Second Renewal Term, as applicable, and Subtenant shall pay Net Rent for the applicable Renewal Term in the amount determined by Master Landlord and Sublandlord pursuant to Article 35 of the Master Lease. Subtenant shall be entitled to participate with Sublandlord in the negotiation and determination of the Fair Market Rental Value for the Renewal Premises, but the final negotiation and determination of such Fair Market Rental Value shall be made by Master Landlord and Sublandlord pursuant to the provisions

of the Master Lease. If and to the extent Master Landlord, pursuant to the Master Landlord Recognition Agreement, shall have committed to enter into a direct lease with Subtenant upon and subject to the terms and conditions of the Master Lease, as modified by this Sublease, for the Renewal Term(s), Sublandlord and Subtenant shall cooperate to effect a direct lease between Master Landlord and Subtenant for the Subleased Premises only upon the terms and conditions of the Master Lease as modified hereby.

3. Delivery of the Subleased Premises . Sublandlord shall deliver exclusive possession of the Subleased Premises in broom clean condition to Subtenant on or prior to the Commencement Date.

4. Rent Payments .

4.1. Commencement of Net Rent . Subtenant’s obligations to make payments of Net Rent shall commence on the Commencement Date. Subtenant shall pay the Net Rent, without prior notice or demand, to Sublandlord at the address set forth in Paragraph 22 below, or at such other address as Sublandlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, on the Commencement Date and thereafter in advance on or before the first day of each and every calendar month of the Sublease Term, without any abatement, deduction or set-off whatsoever, except as expressly provided for in this Sublease. Any payments due under this Paragraph 4.1 shall be prorated for any partial calendar month occurring during the Sublease Term.

that request Subtenant to perform such a review, shall share ratably the cost associated with the conduct of such review. Sublandlord shall cooperate with Subtenant in order to permit Subtenant to conduct such review, including, but not limited to, making such requests and inquiries of Master Landlord as Subtenant deems necessary to the extent same are permitted pursuant to such Paragraph 3(F) of the Master Lease.

5. Condition of the Subleased Premises .

6. Master Lease - Rights and Obligations of Subtenant .

6.4. Master Lease Superior . This Sublease shall be and remain at all times subject and subordinate to the terms of the Master Lease.

7. Master Lease - Obligations of Sublandlord .

8. Use of Subleased Premises. The Subleased Premises will be used pursuant to Article 5 of the Master Lease.

10. Shared Facilities .

10.2. Cafeteria . Subtenant shall be permitted to use the Cafeteria in the same manner and to the same extent as Sublandlord at all times during which Subtenant is a Subtenant Permittee.

10.3. Fitness Center . The Subtenant shall be allotted Subtenant’s Share of Sublandlord’s available memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

11. Parking . Subtenant shall have the right, but not the obligation, during the Sublease Term, to sublease at the rates from time to time charged to Sublandlord for said parking spaces, up to one (1) of the parking spaces Master Landlord is obligated to make available to Sublandlord. Subtenant, to the extent permitted by Master Landlord, shall contract directly with Master Landlord, utilizing the Terms of Parking License attached to the Master Lease as Exhibit P-2. If and to the extent at any time Sublandlord and its other subtenants are not utilizing all of the parking spaces Master Landlord is obligated to make available to Sublandlord, Sublandlord, upon receipt of written request from Subtenant, shall deliver written notice to Master Landlord pursuant to which Sublandlord shall advise Master Landlord that Sublandlord desires to increase the number of parking spaces it uses, all in accordance with the request received from Subtenant. Subtenant shall be responsible for any and all costs associated with the transfer of the rights to the parking spaces to Subtenant, including, without limitation, costs, if any, regarding entry cards and parking stickers.

12. Insurance .

Sublandlord’s rent is abated), and (iv) Subtenant shall have the same rights to terminate this Sublease as Sublandlord has to terminate the Master Lease, as provided in the Master Lease. Sublandlord shall use commercially reasonable efforts to enforce Sublandlord’s rights under Article 10 of the Master Lease. If the destruction or damage relates solely to the Subleased Premises, then Subtenant shall have the right to approve any settlement of Sublandlord’s rights under the Master Lease relating to such casualty, which approval shall not be unreasonably withheld or delayed. In all other cases, Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord’s rights under Article 10 of the Master Lease, provided that the final settlement in any such case shall be made by Sublandlord.

18. Inapplicable Provisions of Master Lease . Notwithstanding the foregoing, the following Articles and Paragraphs, of the Master Lease (or portions thereof) are inapplicable to this Sublease: Articles 1, 2, 3, 4, 7, 8, 10, Paragraph 11(I), Article 12, Paragraph 24(C), Paragraph 25(B), Paragraph 26(H), and Articles 31, 32, 33, 35, 36, 37.

19. Shared Floor and Facilities . The Subleased Premises located on the 10th floor are being constructed and completed in such a manner to be included as a full floor build-out and not a separate space to be occupied exclusively as would a multi-tenant floor in the Building be completed and occupied. In that connection, the Rentable Area of the Subleased Premises includes an allocation of common facilities (the “Common Facilities”) on the 10th floor, including the elevator lobby, reception area, breakroom, mailroom, bathroom, and other facilities intended to be used in common with Sublandlord or other occupants on the floor, as shown in the plans for the build-out being completed pursuant to the Tenant Improvements Construction Contract. Subtenant shall have the rights, in common with the other subtenant(s) and Sublandlord, to use and have access to the Common Facilities of the 10th floor.

20. Covenant of Quiet Enjoyment . Sublandlord covenants and agrees that Subtenant, on paying the Net Rent and other Rent herein reserved, and on keeping, observing and performing all of the other terms, covenants, conditions, provisions and agreements herein contained on the part of Subtenant, to be kept, observed and performed, shall peaceably and quietly have, hold and enjoy the Subleased Premises subject to the terms, covenants, conditions, provisions and agreements hereof, during the term of this Sublease, free from hindrance or disturbance by Sublandlord or any person claiming by, through or under Sublandlord.

21. Brokers . Each of Sublandlord and Subtenant represents to the other that it has not dealt with any broker, agent, finder or consultant in connection with this Sublease, and that insofar as each party knows, no broker, agent, finder or consultant has participated in the procurement of Subtenant or the negotiation of this Sublease or is entitled to any commission therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys fees) arising from any breach of the foregoing representations.

22. Notices . Except as expressly provided to the contrary in this Sublease, every notice or other communication to be given by either party to the other with respect hereto or to the Subleased Premises or Property, shall be in writing and shall not be effective for any purpose unless the same shall be served (i) personally or (ii) by next business day delivery by a nationally recognized overnight courier service, in either case, to the parties as follows:

If to Sublandlord:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

with a copy to:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Kirk Rose

If to Subtenant:

H Group Holding, Inc.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: President

with a copy to:

H Group Holding, Inc.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

23. Non-Waiver of Default . No acquiescence by either party to any default by the other party hereunder shall operate as a waiver of its rights with respect to any other breach or default, whether of the same or any other covenant or condition, nor shall the acceptance of rent by Sublandlord at any time constitute a waiver of any rights of Sublandlord.

24. Memorandum of Sublease . Neither this Sublease nor any memorandum thereof shall be recorded, except if permitted in writing by Master Landlord.

25. No Interpretation Against Drafter . This Sublease has been entered into at arm’s length and between persons sophisticated and knowledgeable in business and real estate matters. Accordingly, any rule of law or legal decision that would require interpretation of this Sublease against the party that has drafted it is not applicable and is irrevocably and unconditionally waived. The provisions of this Sublease shall be interpreted in a reasonable manner to effect the purposes of the parties and this Sublease.

26. Execution and Counterparts . This Sublease may be executed in one or more counterparts, all of which shall be considered one and the same Sublease, and shall become a binding Sublease when one or more counterparts have been signed by each of the parties and delivered to the other party.

27. Partial Invalidity . If any term or provision of this Sublease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law.

28. Attorneys’ Fees . If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the performance by any party to this Sublease of its obligations under this Sublease, the prevailing party shall recover all of such party’s reasonable attorneys’ fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom.

29. Further Assurances . The parties to this Sublease shall upon request take any and all actions and execute, acknowledge and record any and all documents and instruments reasonably necessary to effectuate the terms, purposes and intent of this Sublease.

30. Execution of Sublease; No Option or Offer . The submission of this Sublease to Subtenant shall be for examination purposes only, and shall not constitute an offer to or option for Subtenant to lease or sublease the Sublease Premises. Execution of this Sublease by Subtenant and its return to Sublandlord shall not be binding upon Sublandlord or Subtenant, notwithstanding any time interval, until (i) Sublandlord has executed and delivered this Sublease and the Master Landlord Recognition Agreement to Subtenant, (ii) Subtenant has delivered the executed this Sublease and Master Landlord Recognition Agreement to Sublandlord; and (iii) Master Landlord has expressly consented to this Sublease by executing and delivering to Sublandlord and Subtenant the Master Landlord Recognition Agreement.

31. Entire Agreement . This Sublease and the exhibits attached hereto, which are incorporated herein by this reference, contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Sublease are hereby merged herein. No representations, oral or otherwise, express or implied, other than those contained in this Sublease have been relied upon by any party to this Sublease.

32. Subordination . Sublandlord shall not execute any instrument pursuant to which it subordinates its interest in the Master Lease to the lien of any future mortgage, trust deed or other encumbrance without first obtaining from the applicable lienholder an agreement to accept the Master Lease, and not disturb Sublandlord’s or Subtenant’s occupancy, so long as Sublandlord timely pays the rent and observes and performs the terms, covenants and conditions of the Master Lease to be observed and performed by Sublandlord.

IN WITNESS WHEREOF, this Sublease has been made and entered into as of the day and year set forth above.


SUBLANDLORD:

HYATT CORPORATION, a Delaware corporation

By:		/s/ Douglas G. Geoga
Name:		Douglas G. Geoga
Title:		President

SUBTENANT: H GROUP HOLDING, INC., a Delaware corporation

By:		/s/ Harold S. Handelsman
Name:		Harold S. Handelsman
Title:		Secretary

EXHIBIT A

MASTER LEASE

[See Filed Exhibit Amended and Restated Office Lease,

dated as of June 15, 2004, as amended, between Hyatt Corporation and FrankMon LLC]

Exhibit A – Page 1

EXHIBIT B

FLOOR PLAN OF THE SUBLEASED PREMISES

Exhibit B – Page 1

EXHIBIT C

CONFIRMATION AGREEMENT

This Confirmation Agreement (“Agreement”) is made as of this 1 ^st day of July, 2006, by and between GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation (“Sublandlord”), and H GROUP HOLDING, INC., a Delaware corporation (“Subtenant”), with reference to the facts set forth below.

RECITALS

A. Sublandlord and Subtenant are parties to that certain Sublease dated June 15, 2004 (“Sublease”), pursuant to which Sublandlord leased to Subtenant and Subtenant leased from Sublandlord those certain premises described therein as approximately 7,933 square feet of Rentable Area located on a portion of the 10 ^th floor of the Building, the address of which is 71 South Wacker Drive, Chicago, Illinois (“Original Subleased Premises”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Sublease.

B. The leased premises actually occupied by Subtenant consisted of a portion of the Original Subleased Premises and an additional leased premises on the 47 ^th floor of the Building (together the “Subleased Premises”), such Subleased Premises being depicted on Exhibit B-First Amended attached hereto.

C. Based upon the leased premises actually occupied by Subtenant and the re-measurement of the Building contemplated by the Master Lease, the Subleased Premises has been calculated to be 9,340 square feet of Rentable Area.

D. The Sublease provides that Sublandlord and Subtenant will execute a notice of lease terms and dates agreement confirming certain items with respect to the Sublease.

E. Pursuant to this Agreement, the parties wish to confirm and clarify certain Sublease provisions and obligations.

NOW, THEREFORE, in consideration of the Recitals and the other mutual covenants and agreements contained in the Sublease, the parties hereto agree as follows:

1. The Sublease is in full force and effect and has not been amended, modified or altered.

2. The Commencement Date of the Sublease Term is February 1, 2005 and the Termination Date of the Sublease Term is February 29, 2020.

3. The number of square feet of Rentable Area within the Subleased Premises is 9,340, approximately 7,889 square feet of Rentable Area being located on a portion of the 10 ^th floor and approximately 1,451 square feet of Rentable Area being located on a portion of the 47 ^th floor of the Building, and Subtenant’s Share is 3.20% (calculated by dividing the 9,340 square footage of Rentable Area of the Subleased Premises by the 292,227 square feet of Rentable Area of the Premises).

4. The floor plans of the Subleased Premises shall be as set forth in Exhibit B – First Amended , which replaces in its entirety Exhibit B attached to the Sublease and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – First Amended , shall be the Subleased Premises under the Sublease.

5. The Net Rent shall be as set forth in the Net Rent Schedules attached hereto as Exhibit E – First Amended , which replaces in its entirety Exhibit E attached to the Sublease.

6. Pursuant to Section 10.3 of the Sublease, Subtenant is allotted 7 memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

[Remainder of Page Intentionally Left Blank;

Signatures Contained on Following Page]

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sublandlord and Subtenant have caused this Confirmation Agreement to be duly executed as of the date first above written.


SUBLANDLORD: GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation

By:
Name:
Title:

SUBTENANT: H GROUP HOLDING, INC., A Delaware corporation

By:
Name:
Title:

EXHIBIT B - FIRST AMENDED

LOGO

B-1

EXHIBIT B - FIRST AMENDED

LOGO

B-2

EXHIBIT E – FIRST AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 10 (7,889 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	25.85	$	203,930.65	$	16,994.22
Second (2 ^nd ) Lease Year	$	26.37	$	208,032.93	$	17,336.08
Third (3 ^rd ) Lease Year	$	26.89	$	212,135.21	$	17,677.93
Fourth (4 ^th ) Lease Year	$	27.43	$	216,395.27	$	18,032.94
Fifth (5 ^th ) Lease Year	$	27.98	$	220,734.22	$	18,394.52
Sixth (6 ^th ) Lease Year	$	28.54	$	225,152.06	$	18,762.67
Seventh (7 ^th ) Lease Year	$	29.11	$	229,648.79	$	19,137.40
Eighth (8 ^th ) Lease Year	$	29.69	$	234,224.41	$	19,518.70
Ninth (9 ^th ) Lease Year	$	30.29	$	238,957.81	$	19,913.15
Tenth (10 ^th ) Lease Year	$	30.89	$	243,691.21	$	20,307.60
Eleventh (11 ^th ) Lease Year	$	31.51	$	248,582.39	$	20,715.20
Twelfth (12 ^th ) Lease Year	$	32.14	$	253,552.46	$	21,129.37
Thirteenth (13 ^th ) Lease Year	$	32.78	$	258,601.42	$	21,550.12
Fourteenth (14 ^th ) Lease Year	$	33.44	$	263,808.16	$	21,984.01
Fifteenth (15 ^th ) Lease Year	$	34.11	$	269,093.79	$	22,424.48

B. OFFICE PREMISES FLOOR 47 (1,451 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	27.24	$	39,525.24	$	3,293.77
Second (2 ^nd ) Lease Year	$	27.78	$	40,308.78	$	3,359.07
Third (3 ^rd ) Lease Year	$	28.34	$	41,121.34	$	3,426.78
Fourth (4 ^th ) Lease Year	$	28.91	$	41,948.41	$	3,495.70
Fifth (5 ^th ) Lease Year	$	29.49	$	42,789.99	$	3,565.83
Sixth (6 ^th ) Lease Year	$	30.08	$	43,646.08	$	3,637.17
Seventh (7 ^th ) Lease Year	$	30.68	$	44,516.68	$	3,709.72
Eighth (8 ^th ) Lease Year	$	31.29	$	45,401.79	$	3,783.48
Ninth (9 ^th ) Lease Year	$	31.92	$	46,315.92	$	3,859.66
Tenth (10 ^th ) Lease Year	$	32.55	$	47,230.05	$	3,935.84
Eleventh (11 ^th ) Lease Year	$	33.21	$	48,187.71	$	4,015.64
Twelfth (12 ^th ) Lease Year	$	33.87	$	49,145.37	$	4,095.45
Thirteenth (13 ^th ) Lease Year	$	34.55	$	50,132.05	$	4,177.67
Fourteenth (14 ^th ) Lease Year	$	35.24	$	51,133.24	$	4,261.10
Fifteenth (15 ^th ) Lease Year	$	35.94	$	52,148.94	$	4,345.75

EXHIBIT D

MASTER LANDLORD RECOGNITION AGREEMENT

THIS MASTER LANDLORD RECOGNITION AGREEMENT (this “Agreement”) is made as of June 15, 2004 by and among FRANKMON LLC, a Delaware limited liability company (“Landlord”), HYATT CORPORATION, a Delaware corporation (“Tenant”), and H GROUP HOLDING, INC., a Delaware corporation (“Subtenant”).

RECITALS:

D. Landlord is willing to so recognize Subtenant, upon and subject to the terms and conditions set forth below.

E. All defined terms not otherwise expressly defined herein shall have the respective meanings given them in the Lease.

AGREEMENT:

3. Landlord’s Election to Receive Rents .

3.1 Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay any such rents and any other sums to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall not have any right or claim against Subtenant for any such rents or any other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant with any rent received by Landlord from Subtenant, but the acceptance of any payment on account of rent from Subtenant as the result of any such default shall in no manner whatsoever be deemed an attornment by Subtenant to Landlord, be deemed a waiver by Landlord of any provision of the Lease, or serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Landlord shall not, by reason of the Sublease, nor by reason of the collection of rents or any other sums from the Subtenant pursuant to this Paragraph 3, be deemed liable to Subtenant for any failure of Tenant to perform and comply with any obligation of Tenant under the Sublease.

3.2 Tenant, if it so elects, may direct Subtenant to pay Subtenant’s monthly installments of rent directly to Landlord, and Landlord will accept same, will credit the amounts so received against the amounts due and payable from Tenant under the Lease, and shall keep an accounting of such payments to enable Tenant to ascertain which of its subtenants shall have paid its monthly installments of rent. Landlord shall notify Tenant promptly if Landlord shall fail to receive any monthly installment of rent from Subtenant if Tenant shall have notified Landlord that Tenant has directed Subtenant to make such payments directly to Landlord.

4. Attornment and Recognition . In the event:

(i) the Lease terminates for any reason other than as a result of a right set forth in the Lease to terminate the Lease by Landlord as a result of a casualty or condemnation, or

(ii) Subtenant exercises its right to renew the term of the Sublease pursuant to Paragraph 2.2 thereof,

of the Sublease pursuant to a new lease, provided: (a) Landlord shall not be liable for any act or omission of Tenant; (b) Landlord shall not be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant, unless such money has been delivered by Tenant or Subtenant to Landlord; (c) Landlord shall not be bound by any changes or modifications made to the Sublease, which are contrary to the terms of the Lease, without the written consent of Landlord; (d) Landlord shall not be subject to any offset or defenses which Subtenant might have as to Tenant or to any claims for damages against Tenant; (e) Landlord shall not be obligated to fund to, or for the benefit of, Subtenant, an undisbursed tenant improvement or refurbishment allowance or other allowances or monetary concessions other than those for which Landlord remains liable to Tenant pursuant to the Lease; (f) Landlord shall be responsible for performance of only those covenants and obligations of Tenant pursuant to the Sublease accruing from and after the Direct Lease Date; and (g) Subtenant shall make full and complete attornment to Landlord, as lessor, pursuant to a written acknowledgment executed by Landlord and Subtenant, so as to establish direct privity of contract between Landlord and Subtenant with the same force and effect as though the Sublease were originally made directly between Landlord and Subtenant effective as of the Direct Lease Date. The term “Direct Lease Date” shall mean, in the case of a termination of the Lease, the date upon which such termination becomes effective, and in the case of the Subtenant exercising its renewal rights, the first day of the Renewal Term.

9. General Provisions .

9.1 Consideration for Sublease . Tenant and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Tenant with regard to the Subleased Premises other than as disclosed in the Sublease.

9.2 Brokerage Commission . Tenant and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease and Tenant and Subtenant agree to protect, defend, indemnify and hold Landlord harmless from the same and from any cost or expense (including but not limited to attorneys’ fees) incurred by Landlord in resisting any claim for any such brokerage commission.

9.3 Controlling Law . The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.

9.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter.

9.5 Captions . The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

9.6 Partial Invalidity . If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law.

9.7 Attorneys’ Fees . If either party commences litigation against the other for the specific performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys’ fees as may have been incurred.

IN WITNESS WHEREOF, the parties have executed this Master Landlord Consent as of the day and year first above written.


LANDLORD: FRANKMON LLC, a Delaware limited liability company

By:
Name:		J. Kevin Poorman
Title:		Authorized Representative

TENANT: HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:


SUBTENANT: GROUP HOLDING, INC., a Delaware corporation

By:
Name:
Title:

SCHEDULE A TO EXHIBIT D

THE SUBLEASE

[See Filed Exhibit Sublease Agreement, dated as of June 15, 2004,

between Hyatt Corporation and H Group Holding, Inc]

Exhibit D – Page 1

EXHIBIT E

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 10 (7,933 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	205,068.05	$	17,089.00
Second (2nd) Lease Year	$	26.37	$	209,169.41	$	17,430.78
Third (3rd) Lease Year	$	26.89	$	213,352.80	$	17,779.40
Fourth (4th) Lease Year	$	27.43	$	217,619.86	$	18,134.99
Fifth (5th) Lease Year	$	27.98	$	221,972.25	$	18,497.69
Sixth (6th) Lease Year	$	28.54	$	226,411.70	$	18,867.64
Seventh (7th) Lease Year	$	29.11	$	230,939.93	$	19,244.99
Eighth (8th) Lease Year	$	29.69	$	235,558.73	$	19,629.89
Ninth (9th) Lease Year	$	30.29	$	240,269.90	$	20,022.49
Tenth (10th) Lease Year	$	30.89	$	245,075.30	$	20,422.94
Eleventh (11th) Lease Year	$	31.51	$	249,976.81	$	20,831.40
Twelfth (12th) Lease Year	$	32.14	$	254,976.34	$	21,248.03
Thirteenth (13th) Lease Year	$	32.78	$	260,075.87	$	21,672.99
Fourteenth (14th) Lease Year	$	33.44	$	265,277.39	$	22,106.45
Fifteenth (15th) Lease Year	$	34.11	$	270,582.94	$	22,548.58

Exhibit E – Page 1

RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE

THIS RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE (this “ Agreement ”) is entered into as of the 1 ^st day of February, 2007 (the “ Effective Date ”), by and between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and H GROUP HOLDING, INC., a Delaware corporation (“ Subtenant ”), with reference to the following:

RECITALS:

A. Sublandlord and Subtenant heretofore entered into that certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased certain premises containing approximately 7,933 square feet of Rentable Area on a portion of the 10 ^th floor (the “ 10 ^th Floor Subleased Premises ”) of the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

B. Global Hyatt Corporation, a Delaware corporation (“ Global Hyatt ”), and Subtenant heretofore entered into a certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”), pursuant to which the parties, after the re-measurement of the Building contemplated by the Master Lease, clarified that the 10 ^th Floor Subleased Premises contain 7,889 square feet of Rentable Area and that Subtenant occupied an additional 1,451 square feet of Rentable Area on a portion of the 47 ^th Floor of the Building (the “ 47 ^th Floor Subleased Premises ”). The 10 ^th Floor Subleased Premises and the 47 ^th Floor Subleased Premises are together referred to as the “ Subleased Premises ,” such Subleased Premises being more fully described in the Initial Confirmation Agreement.

C. The Original Sublease, as amended by the Initial Confirmation Agreement, is herein referred to as the “ Sublease .”

F. Sublandlord, Subtenant and the Other Subtenants recently recalculated the allocation of the Common 10 ^th Floor Master Leased Space (hereinafter defined) and the Common 47 ^th Floor Master Leased Space (hereinafter defined) to be included in the Rentable Area of their respective subleased premises. As a result of such recalculation, the square footage of the Subleased Premises decreased to 8,505 square feet of Rentable Area.

G. The Initial Confirmation Agreement, while substantively correct when executed, erroneously was executed by Global Hyatt rather than Sublandlord.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Sublandlord and Subtenant hereby agree as follows:

3. Rentable Area . Effective as of the Additional 17th Floor Premises Rent Commencement Date (as defined in the Master Lease), the Subleased Premises shall consist of 8,505 square feet of Rentable Area, comprised of (i) the 10 ^th Floor Subleased Premises, containing 7,127 square feet of Rentable Area, and (ii) the 47 ^th Floor Subleased Premises, containing 1,378 square feet of Rentable Area.

5. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Additional 17 ^th Floor Premises Rent Commencement Date, Subtenant’s Share shall be adjusted to 2.68% (calculated by dividing the 8,505 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

6. Fitness Center . Paragraph 10.3 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord seven (7) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

7. Shared Floor and Facilities . Paragraph 19 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“19. Shared Floor and Facilities . The portion of the Subleased Premises located on the 10 ^th floor have been constructed in a manner such that the Subleased Premises comprise a part of a full floor build-out rather than a separate demised space of the type typically found on a multi-tenant floor of the Building. Subtenant and the Other Subtenants that sublease space from Sublandlord on the 10 ^th floor of the Building (the “ Other 10 ^th Floor Subtenants ”) therefore are dependent on each other for ingress to, egress from and access and use of (a) certain Common Areas located on the 10 ^th floor of the Building, and (b) certain common facilities comprising a portion of the Master Premises located on the 10 ^th floor of the Building (the “ Common 10 ^th Floor Master Leased Space ”) designated as the Common Master Leased Space on the 10 ^th floor on Exhibit B – Second Amended attached hereto. The Common 10 ^th Floor Master Leased Space is intended to be used by Subtenant in common with Sublandlord and the Other 10 ^th Floor Subtenants. In furtherance thereof, (a) Subtenant shall have the right, in common with Sublandlord and such Other 10 ^th Floor Subtenants, (x) to use and have access to the Common Areas located on the 10 ^th floor and the Common 10 ^th Floor Master Leased Space, and (y) to the extent necessary to effect such use and access, to passage through the premises leased by Sublandlord and such Other 10 ^th Floor Subtenants on such floor, and (b) Subtenant shall grant access to Sublandlord and such Other 10 ^th Floor Subtenants through the Subleased Premises for the limited purpose of permitting such access and use. In consideration of the foregoing, the Rentable Area of the Subleased Premises includes an allocation of the Common 10 ^th Floor Master Leased Space, as more particularly described on Exhibit F-1 attached hereto.

8. The schedules attached hereto as Exhibits F-1 and F-2 are hereby incorporated into the Sublease as Exhibits F-1 and F-2 as if fully set forth therein.

9. The floor plans of the Subleased Premises shall be as set forth in Exhibit B – Second Amended attached hereto, which replaces in its entirety Exhibit B – First Amended attached to the Sublease, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Second Amended , shall be the Subleased Premises under the Sublease.

10. Confirmation Agreements . At any time and from time to time upon Sublandlord’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord pertinent to this Sublease.

11. Integration of Sublease and Controlling Language . This Agreement and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Sublease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

12. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

13. Entire Agreement . This Agreement and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Sublease and supersede all prior and contemporaneous understandings and agreement other than the Sublease between the parties respecting the subject matter of this Agreement and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Sublease which are not fully expressed in this Agreement and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

14. Successors and Assigns . Each provision of the Sublease and this Agreement shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

15. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

16. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

17. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

18. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Agreement, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Agreement or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

19. Ratification Generally . Without limiting the terms of Paragraph 2 above, except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Ratification Agreement and First Amendment to Sublease as of the day and year first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President Finance

SUBTENANT: H GROUP HOLDING, INC., a Delaware corporation

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Ratification Agreement and First Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Sublease Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement and the Sublease Amendment, hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Original Sublease as modified by the Initial Confirmation Agreement and the Sublease Amendment.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant, the Other 10 ^th Floor Subtenants and the Other 47 ^th Floor Subtenants such portion of the Common 10 ^th Floor Master Leased Space and of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 10 ^th Floor Subtenants and Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 19 of the Sublease (as modified by Paragraph 7 of the Sublease Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease Amendment.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
		J. Kevin Poorman
Its:		President

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

10 ^TH FLOOR

(See Attached)

B-1

LOGO

B-2

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

B-3

LOGO

B-4

EXHIBIT E – SECOND AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 10 (7,127 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Additional 17th Floor Premises Rent Commencement Date – January 31, 2008	$	26.89	$	191,645.03	$	15,970.42
February 1, 2008 – January 31, 2009	$	27.43	$	195,493.61	$	16,291.13
February 1, 2009 – January 31, 2010	$	27.98	$	199,413.46	$	16,617.79
February 1, 2010 – January 31, 2011	$	28.54	$	203,404.58	$	16,950.38
February 1, 2011 – January 31, 2012	$	29.11	$	207,466.97	$	17,288.91
February 1, 2012 – January 31, 2013	$	29.69	$	211,600.63	$	17,633.39
February 1, 2013 – January 31, 2014	$	30.29	$	215,876.83	$	17,989.74
February 1, 2014 – January 31, 2015	$	30.89	$	220,153.03	$	18,346.09
February 1, 2015 – January 31, 2016	$	31.51	$	224,571.77	$	18,714.31
February 1, 2016 – January 31, 2017	$	32.14	$	229,061.78	$	19,088.48
February 1, 2017 – January 31, 2018	$	32.78	$	233,623.06	$	19,468.59
February 1, 2018 – January 31, 2019	$	33.44	$	238,326.88	$	19,860.57
February 1, 2019 – February 29, 2020	$	34.11	$	243,101.97	$	20,258.50

E-1

B. OFFICE PREMISES FLOOR 47 (1,378 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Additional 17th Floor Premises Rent Commencement Date – June 30, 2007	$	27.78	$	38,280.84	$	3,190.07
July 1, 2007 – June 30, 2008	$	28.34	$	39,052.52	$	3,254.38
July 1, 2008 – June 30, 2009	$	28.91	$	39,837.98	$	3,319.83
July 1, 2009 – June 30, 2010	$	29.49	$	40,637.22	$	3,386.44
July 1, 2010 – June 30, 2011	$	30.08	$	41,450.24	$	3,454.19
July 1, 2011 – June 30, 2012	$	30.68	$	42,277.04	$	3,523.09
July 1, 2012 – June 30, 2013	$	31.29	$	43,117.62	$	3,593.14
July 1, 2013 – June 30, 2014	$	31.92	$	43,985.76	$	3,665.48
July 1, 2014 – June 30, 2015	$	32.55	$	44,853.90	$	3,737.83
July 1, 2015 – June 30, 2016	$	33.21	$	45,763.38	$	3,813.62
July 1, 2016 – June 30, 2017	$	33.87	$	46,672.86	$	3,889.41
July 1, 2017 – June 30, 2018	$	34.55	$	47,609.90	$	3,967.49
July 1, 2018 – June 30, 2019	$	35.24	$	48,560.72	$	4,046.73
July 1, 2019 – February 29, 2020	$	35.94	$	49,525.32	$	4,127.11

E-2

EXHIBIT F-1

COMMON 10 ^th FLOOR MASTER LEASED SPACE

(See Attached)

F-1-1

The Hyatt Center

10th Floor Calculations

The Environments Group

December 19, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
CC Development Group	17,137	1.118	19,163	3,895		23,058
Hyatt Corp	742	1.118	830	169		998
H Group Holding	5,297	1.118	5,923	1,204		7,127
Common Master Leased Space	4,711	1.118	5,268	(5,268	)	0

Total - 10th Floor	27,887	1.118	31,184	0		31,184

F-1-2

EXHIBIT F-2

COMMON 47 ^th FLOOR MASTER LEASED SPACE

(See Attached)

F-2-1

The Hyatt Center

47th Floor Calculations

The Environments Group

December 21, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
H Group	1,055	1.119	1,181	197		1,378
PRG	11,821	1.119	13,227	2,209		15,436
TPO	9,868	1.119	11,042	1,844		12,886
Hyatt	2,811	1.119	3,145	525		3,671
Common Master Leased Space	4,268	1.119	4,776	(4,776	)	0

Total - 47th Floor	29,823	1.119	33,371	0		33,371

F-2-2

SECOND AMENDMENT TO SUBLEASE

THIS SECOND AMENDMENT TO SUBLEASE (this “ Agreement ”) is made as of the 31 ^st day of October, 2007, but shall be deemed effective as of the 1st day of July, 2007 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and H GROUP HOLDING, INC., a Delaware corporation (“ Subtenant ”), with reference to the following:

RECITALS:

C. The space leased by Subtenant pursuant to the Sublease, which currently contains approximately 8,505 square feet of Rentable Area on a portion of the 10 ^th and 47 ^th floors, is herein referred to as the “ Existing Subleased Premises .”

D. Sublandlord and Subtenant desire to amend the Sublease to provide for, among other things, the surrender by Subtenant to Sublandlord, and the elimination from the Existing Subleased Premises, of a portion of the Existing Subleased Premises located on the 10 ^th floor of the Building, all subject to the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Surrender .

(a) On the Effective Date, Subtenant surrendered possession to Sublandlord of a portion of the Existing Subleased Premises (the “ Surrender Space ”) located on the 10 ^th floor of the Building, such Surrender Space containing 2,745 square feet of Rentable Area and being depicted more particularly on Exhibit G attached hereto (the “ Surrender Space ”), free and clear of any rights, claims or encumbrances of others, and, except as otherwise herein provided, in the condition required pursuant to Article 13 of the Master Lease.

(b) Subtenant hereby represents and warrants to Sublandlord the following as of the Effective Date: (i) Subtenant owns and holds the entire Subtenant’s interest under the Sublease; (ii) other than the Sublease, there exists no sublease affecting the Surrender Space or any part thereof; (iii) Subtenant has not assigned or encumbered Subtenant’s interest under the Sublease or any part thereof; (iv) the Surrender Space is free of any lien, claim or encumbrance of any person claiming by, through or under Subtenant and no contracts for the furnishing of any labor or materials with respect to improvements or alterations in or about the Surrender Space let by Subtenant are outstanding or unpaid; (v) no improvements or alterations in or about the Surrender Space have been made by or on behalf of Subtenant except in accordance with the terms and provisions of the Sublease; (vi) Subtenant has full right, power and authority to enter into this Agreement without the consent or approval of any person, and (vii) Subtenant has no knowledge of any fact or circumstance which would give rise to any claim, demand, action or cause of action arising out of or in connection with Subtenant’s leasing or surrender of the Surrender Space.

3. Subleased Premises . Except as expressly set forth herein to the contrary, from and after the Effective Date, all references in the Sublease and this Agreement to the Subleased Premises shall be deemed to be references to the Existing Subleased Premises less the Surrender Space.

4. Rentable Area . Effective as of the Effective Date, the Subleased Premises shall consist of 5,760 square feet of Rentable Area, comprised of (i) the 10 ^th Floor Subleased Premises, containing 4,382 square feet of Rentable Area, and (ii) the 47 ^th Floor Subleased Premises, containing 1,378 square feet of Rentable Area.

5. Net Rent . Effective as of the Effective Date, (i) Exhibit E – Second Amended of the Sublease shall be deleted in its entirety and Exhibit E – Third Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises from and after the Effective Date shall be as set forth on Exhibit E – Third Amended attached hereto.

6. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Effective Date, Subtenant’s Share shall be adjusted to 1.81% (calculated by dividing the 5,760 square feet of Rentable Area of the Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

7. Utilities, Service Contracts and Post Effective Date Charges . Subtenant shall pay and be responsible for, and agrees to indemnify and hold harmless Sublandlord against, any utility charges relating to the Surrender Space which shall have accrued prior to the Effective Date. Subtenant also shall pay and be responsible for such obligations relating to the Surrender Space as shall have

arisen or accrued on or prior to the Effective Date and such other obligations, such as the final payment and reconciliation of Additional Rent, as are not ascertainable until a date subsequent to the Effective Date. Any year-end adjustments to Additional Rent relating to the Surrender Space shall be made at the time, in the manner, and otherwise in accordance with the terms of the Sublease.

8. Effective as of the Effective Date, the floor plans of the Subleased Premises shall be as set forth in Exhibit B – Third Amended attached hereto, which replaces in its entirety Exhibit B – Second Amended attached to the Sublease, and for all purposes of the Sublease, the Subleased Premises, as so depicted on Exhibit B – Third Amended , shall be the Subleased Premises under the Sublease.

9. Effective as of the Effective Date, the allocation of the Common 10 ^th Floor Master Leased Space shall be as set forth in Exhibit F-1 – First Amended attached hereto, which replaces in its entirety Exhibit F-1 attached to the Sublease, and for all purposes of the Sublease, the allocation of the Common 10 ^th Floor Master Leased Space as so described on Exhibit F-1 – First Amended , effective as of the Effective Date, shall reflect the allocation of the Common 10 ^th Floor Master Leased Space among Subtenant and the Other 10 ^th Floor Subtenants.

10. Integration of Lease and Controlling Language . This Agreement and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Sublease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

14. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

15. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

16. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

18. Ratification Generally . Except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

19. Exhibits . The exhibit attached hereto as Exhibit G is hereby incorporated in the Sublease as Exhibit G as if fully set forth therein.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Second Amendment to Sublease as of the date and year first above written.


SUBLANDLORD:

HYATT CORPORATION, a Delaware corporation

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President and Chief Executive Officer

SUBTENANT:

H GROUP HOLDING, INC., a Delaware corporation

By:		/s/ Glen Miller
Name:		Glen Miller
Title:		Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Second Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Second Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement, the First Amendment and the Second Amendment (collectively, the “ Sublease ”), hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Sublease.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant, the Other 10 ^th Floor Subtenants and the Other 47 ^th Floor Subtenants such portion of the Common 10 ^th Floor Master Leased Space and of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 10 ^th Floor Subtenants and Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 19 of the Original Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
		John Kevin Poorman
Its		President

EXHIBIT B – THIRD AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

10 ^TH FLOOR

(See Attached)

Third Amended B-1

LOGO

Third Amended B-2

EXHIBIT B – THIRD AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

47 ^TH FLOOR

(See Attached)

Third Amended B-3

LOGO

Third Amended B-4

EXHIBIT E – THIRD AMENDED

NET RENT SCHEDULE

A. OFFICE PREMISES FLOOR 10 (4,382 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – January 31, 2008	$	26.89	$	117,831.98	$	9,819.33
February 1, 2008 – January 31, 2009	$	27.43	$	120,198.26	$	10,016.52
February 1, 2009 – January 31, 2010	$	27.98	$	122,608.36	$	10,217.36
February 1, 2010 – January 31, 2011	$	28.54	$	125,062.28	$	10,421.86
February 1, 2011 – January 31, 2012	$	29.11	$	127,560.02	$	10,630.00
February 1, 2012 – January 31, 2013	$	29.69	$	130,101.58	$	10,841.80
February 1, 2013 – January 31, 2014	$	30.29	$	132,730.78	$	11,060.90
February 1, 2014 – January 31, 2015	$	30.89	$	135,359.98	$	11,280.00
February 1, 2015 – January 31, 2016	$	31.51	$	138,076.82	$	11,506.40
February 1, 2016 – January 31, 2017	$	32.14	$	140,837.48	$	11,736.46
February 1, 2017 – January 31, 2018	$	32.78	$	143,641.96	$	11,970.16
February 1, 2018 – January 31, 2019	$	33.44	$	146,534.08	$	12,211.17
February 1, 2019 – February 29, 2020	$	34.11	$	149,470.02	$	12,455.84

Third Amended E-1

B. OFFICE PREMISES FLOOR 47 (1,378 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Effective Date – June 30, 2008	$	28.34	$	39,052.52	$	3,254.38
July 1, 2008 – June 30, 2009	$	28.91	$	39,837.98	$	3,319.83
July 1, 2009 – June 30, 2010	$	29.49	$	40,637.22	$	3,386.44
July 1, 2010 – June 30, 2011	$	30.08	$	41,450.24	$	3,454.19
July 1, 2011 – June 30, 2012	$	30.68	$	42,277.04	$	3,523.09
July 1, 2012 – June 30, 2013	$	31.29	$	43,117.62	$	3,593.14
July 1, 2013 – June 30, 2014	$	31.92	$	43,985.76	$	3,665.48
July 1, 2014 – June 30, 2015	$	32.55	$	44,853.90	$	3,737.83
July 1, 2015 – June 30, 2016	$	33.21	$	45,763.38	$	3,813.62
July 1, 2016 – June 30, 2017	$	33.87	$	46,672.86	$	3,889.41
July 1, 2017 – June 30, 2018	$	34.55	$	47,609.90	$	3,967.49
July 1, 2018 – June 30, 2019	$	35.24	$	48,560.72	$	4,046.73
July 1, 2019 – February 29, 2020	$	35.94	$	49,525.32	$	4,127.11

Third Amended E-2

EXHIBIT F-1 – FIRST AMENDED

COMMON 10 ^TH FLOOR MASTER LEASED SPACE

The Hyatt Center

10th Floor Calculations

September 21, 2007

The Environments Group


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
CC Development Group	17,137	1.118	19,163	3,895		23,058
Hyatt Corp	742	1.118	830	169		999
Hyatt Corp - Expansion	2,040	1.118	2,281	464		2,745
H Group Holding	3,257	1.118	3,642	740		4,382
Common Master Leased Space	4,711	1 118	5,268	(5,268	)	0

Total - 10th Floor	27,887	1.118	31,184	0		31,184

First Amended F-1-1

EXHIBIT G

SURRENDER SPACE

(See Attached)

G-1

LOGO

G-2

THIRD AMENDMENT TO SUBLEASE

THIS THIRD AMENDMENT TO SUBLEASE (this “ Third Amendment ”) is made as of the 1st day of May, 2008, but shall be deemed effective as of the 1 ^st day of April, 2008 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and H GROUP HOLDING, INC., a Delaware corporation (“ Subtenant ”), with reference to the following:

RECITALS:

B. The Original Sublease has been amended by that certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”), by that certain Ratification Agreement and First Amendment to Sublease dated as of February 1, 2007 (the “ First Amendment ”), and by that certain Second Amendment to Sublease dated as of October 31, 2007 (the “ Second Amendment ”). The Original Sublease, as amended by the Initial Confirmation Agreement, the First Amendment and the Second Amendment, is herein referred to as the “ Sublease .”

C. The space leased by Subtenant pursuant to the Sublease contains approximately 5,760 square feet of Rentable Area, comprised of 4,382 square feet of Rentable Area on the 10 ^th floor of the Building and 1,378 square feet of Rentable Area on the 47 ^th floor of the Building.

D. Subtenant, pursuant to the Sublease, currently licenses the use of seven (7) memberships to the Fitness Center.

E. Sublandlord and Subtenant desire to amend the Sublease to provide for Subtenant’s relinquishment of five (5) of such memberships, subject to the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Fitness Center . Effective as of the Effective Date, Paragraph 10.3 of the Original Sublease (as modified by Paragraph 6 of the First Amendment) shall be deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord two (2) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

4. No Offer . Submission of this Third Amendment by Sublandlord to Subtenant is not an offer to enter into this Third Amendment but rather is a solicitation for such an offer from Subtenant. Sublandlord shall not be bound by this Third Amendment until Sublandlord has executed and delivered the same to Subtenant.

5. Integration of Sublease and Controlling Language . This Third Amendment and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Third Amendment and the terms and provisions of the Sublease, the terms and provisions of this Third Amendment, in all instances, shall control and prevail.

6. Severability . If any provision of this Third Amendment or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Third Amendment shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

7. Entire Agreement . This Third Amendment and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Third Amendment and the Sublease and supersede all prior and contemporaneous understandings and agreement other than the Sublease between the parties respecting the subject matter of this Third Amendment and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Third Amendment relating to the subject matter of this Third Amendment or the Sublease which are not fully expressed in this Third Amendment and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Third Amendment and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Third Amendment (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

8. Successors and Assigns . Each provision of the Sublease and this Third Amendment shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

9. Time of the Essence . Time is of the essence of this Third Amendment and the Sublease and each provision hereof.

10. Multiple Counterparts . This Third Amendment may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Third Amendment.

12. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Third Amendment, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Third Amendment or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Third Amendment to Sublease as of the date first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Vice President-Controller

SUBTENANT: H GROUP HOLDING, INC., a Delaware corporation

By:		/s/ Glen Miller
Name:		Glen Miller
Title:		Vice President

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Third Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Third Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement, the First Amendment, the Second Amendment and the Third Amendment (collectively, the “ Sublease ”), hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Sublease.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant, the Other 10 ^th Floor Subtenants and the Other 47 ^th Floor Subtenants such portion of the Common 10 ^th Floor Master Leased Space and of the Common 47 ^th Floor Master Leased Space, if applicable, that is not leased to Subtenant or any of the Other 10 ^th Floor Subtenants and Other 47 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 19 of the Original Sublease (as modified by Paragraph 7 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
		John Kevin Poorman
Its:		President

Exhibit 10.25

SUBLEASE

Between

HYATT CORPORATION,

as Sublandlord

and

CC-DEVELOPMENT GROUP, INC.,

as Subtenant

71 South Wacker Drive

Chicago, Illinois

TABLE OF CONTENTS


			Page
1.	Definitions		1
	1.1.	Additional Rent	1
	1.2.	Commencement Date	2
	1.3.	Net Rent	2
	1.4.	Sublease Term	2
	1.5.	Subtenant’s Share	2

2.	Sublease of Subleased Premises		2
	2.1.	Initial Term	2
	2.2.	Renewal Option	2

3.	Delivery of the Subleased Premises		3

4.	Rent Payments		3
	4.1.	Commencement of Net Rent	3
	4.2.	Additional Rent	3
	4.3.	Audit	3
	4.4.	Amounts Due Subsequent to Termination	4
	4.5.	Rent Payments to Master Landlord	4

5.	Condition of the Subleased Premises		4
	5.1.	Construction of Improvements	4
	5.2.	As-Is Condition	4

6.	Master Lease - Rights and Obligations of Subtenant		5
	6.1.	Rights and Obligations	5
	6.2.	Indemnification by Subtenant	5
	6.3.	Direct Arrangements with Master Landlord	5
	6.4.	Master Lease Superior	5

7.	Master Lease - Obligations of Sublandlord		5
	7.1.	Enforcement of Master Landlord Obligations	5
	7.2.	No liability of Sublandlord	6
	7.3.	Abatements of Rent	7
	7.4.	Indemnification by Sublandlord	7
	7.5.	No Amendments	7

8.	Use of Subleased Premises		7

9.	Additions and Alterations		7

10.	Shared Facilities		8
	10.1.	Costs and Expenses - Construction	8
	10.2.	Cafeteria	8
	10.3.	Fitness Center	8


11.	Parking		8

12.	Insurance		8
	12.1.	Required Insurance	8
	12.2.	Waivers of Claims	8

13.	Damage or Destruction		9

14.	Condemnation		9

15.	Indemnification Generally		9

16.	Representations and Warranties of Sublandlord		10

17.	Other Subtenants		10

18.	Expansion and Rights of First Offer		10

19.	Inapplicable Provisions of Master Lease		11

20.	Shared Floor and Facilities		11

21.	Covenant of Quiet Enjoyment		11

22.	Brokers		11

23.	Notices		11

24.	Non-Waiver of Default		12

25.	Memorandum of Sublease		12

26.	No Interpretation Against Drafter		12

27.	Execution and Counterparts		12

28.	Partial Invalidity		13

29.	Attorneys’ Fees		13

30.	Further Assurances		13

31.	Execution of Sublease; No Option or Offer		13

32.	Entire Agreement		13

33.	Subordination		13


EXHIBIT A		MASTER LEASE

EXHIBIT B		FLOOR PLANS OF THE SUBLEASED PREMISES

EXHIBIT C		CONFIRMATION AGREEMENT

EXHIBIT D		MASTER LANDLORD RECOGNITION AGREEMENT

EXHIBIT E		NET RENT SCHEDULE

iii

INDEX OF DEFINED TERMS


Additional Rent		1
Building		1
Commencement Date		2
Common Facilities		11
Confirmation Agreement		2
Fit-Out Work Contractor		4
Master Landlord		1
Master Landlord Recognition Agreement		2
Master Lease		1
Net Rent		2
Other Subtenants		4
Rent		4
Sublandlord		1
Sublease		1
Sublease Term		2
Subleased Premises		1
Subtenant		1
Subtenant’s Share		2
Tenant Improvements Construction Contract		4
Termination Date		2

SUBLEASE

This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“Subtenant”), with reference to the following:

RECITALS:

B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublet from Sublandlord, a portion of the Master Premises located on the entire 9th floor and a portion of the 10th floor of the Building and consisting of approximately 31,184 square feet of Rentable Area on the 9th floor and approximately 13,926 square feet of Rentable Area on the 10th floor (the “Subleased Premises”), such Subleased Premises being more particularly depicted on Exhibit “B” attached hereto.

AGREEMENT

1. Definitions . For purposes of this Sublease, the following terms shall have the following meanings:

or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

1.3. Net Rent . The term “Net Rent” means the base net rent due for the Subleased Premises during the Sublease Term in the amounts set forth on Exhibit “E” attached hereto:

2. Sublease of Subleased Premises .

negotiation and determination of the Fair Market Rental Value for the Renewal Premises, but the final negotiation and determination of such Fair Market Rental Value shall be made by Master Landlord and Sublandlord pursuant to the provisions of the Master Lease. If and to the extent Master Landlord, pursuant to the Master Landlord Recognition Agreement, shall have committed to enter into a direct lease with Subtenant upon and subject to the terms and conditions of the Master Lease, as modified by this Sublease, for the Renewal Term(s), Sublandlord and Subtenant shall cooperate to effect a direct lease between Master Landlord and Subtenant for the Subleased Premises only upon the terms and conditions of the Master Lease as modified hereby.

3. Delivery of the Subleased Premises . Sublandlord shall deliver exclusive possession of the Subleased Premises in broom clean condition to Subtenant on or prior to the Commencement Date.

4. Rent Payments .

and Sublandlord and Subtenant shall cooperate with each other to effect an efficient conduct of Tenant’s review. Subtenant shall bear the cost incurred to conduct such review, except that if such review results in a finding of an overpayment by Sublandlord and Subtenant of Additional Rent, Sublandlord and Subtenant, together with any of the other subtenants of the Master Premises that request Subtenant to perform such a review, shall share ratably the cost associated with the conduct of such review. Sublandlord shall cooperate with Subtenant in order to permit Subtenant to conduct such review, including, but not limited to, making such requests and inquiries of Master Landlord as Subtenant deems necessary to the extent same are permitted pursuant to such Paragraph 3(F) of the Master Lease.

5. Condition of the Subleased Premises .

6. Master Lease - Rights and Obligations of Subtenant .

6.4. Master Lease Superior . This Sublease shall be and remain at all times subject and subordinate to the terms of the Master Lease.

7. Master Lease - Obligations of Sublandlord .

7.2. No Liability of Sublandlord . Notwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and agrees that, except for Sublandlord’s failure to perform Sublandlord’s obligations as “Tenant” under the Master Lease, which failure by Sublandlord causes an act or failure to act by Master Landlord having a direct adverse affect on Subtenant’s occupancy of the Subleased Premises: (a) Sublandlord shall not be liable or responsible for any breach or default by Master Landlord of any of the covenants or obligations of Master Landlord under the Master Lease, including, without limitation any indemnification obligations of Master Landlord; and (b) no breach, default, or failure by Master Landlord shall constitute a default by Sublandlord under this Sublease. Except to the extent herein provided, including without limitation, Subtenant’s right to the quiet enjoyment of the Subleased Premises, Sublandlord’s failure or refusal to comply with any such provisions of the Master Lease shall not excuse Subtenant from performing its obligations under this Sublease, including paying the Net Rent and Additional Rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever.

by reason of any cause whatsoever beyond, respectively, Master Landlord’s or Sublandlord’s reasonable control, including, but not limited to, acts of God, strikes, labor troubles, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar emergency.

8. Use of Subleased Premises . The Subleased Premises will be used pursuant to Article 5 of the Master Lease.

10. Shared Facilities .

10.2. Cafeteria . Subtenant shall be permitted to use the Cafeteria in the same manner and to the same extent as Sublandlord at all times during which Subtenant is a Subtenant Permittee.

10.3. Fitness Center . The Subtenant shall be allotted Subtenant’s Share of Sublandlord’s available memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

11. Parking . Subtenant shall have the right, but not the obligation, during the Sublease Term, to sublease at the rates from time to time charged to Sublandlord for said parking spaces, up to one (1) of the parking spaces Master Landlord is obligated to make available to Sublandlord. Subtenant, to the extent permitted by Master Landlord, shall contract directly with Master Landlord, utilizing the Terms of Parking License attached to the Master Lease as Exhibit P-2. If and to the extent at any time Sublandlord and its other subtenants are not utilizing all of the parking spaces Master Landlord is obligated to make available to Sublandlord, Sublandlord, upon receipt of written request from Subtenant, shall deliver written notice to Master Landlord pursuant to which Sublandlord shall advise Master Landlord that Sublandlord desires to increase the number of parking spaces it uses, all in accordance with the request received from Subtenant. Subtenant shall be responsible for any and all costs associated with the transfer of the rights to the parking spaces to Subtenant, including, without limitation, costs, if any, regarding entry cards and parking stickers.

12. Insurance .

18. Expansion and Rights of First Offer . Sublandlord and Subtenant acknowledge and agree that Sublandlord, pursuant to Paragraphs 35(A) through (E) of the Master Lease, has certain rights to increase the size of the Master Premises through expansion rights and rights of first offer. If Sublandlord determines (a) that it will not exercise an Expansion Option, or (b) after receiving from Master Landlord an Offer Notice, that Sublandlord will not lease the applicable Offer Space, then Sublandlord shall so notify Subtenant in writing (and, in respect of any Offer Space, shall include a copy of the Offer Notice), and Subtenant shall have the right to cause Sublandlord to exercise such right to expand the Master Premises on Subtenant’s behalf, and thereafter the Subleased Premises shall be expanded to include the Expansion Premises or the Offer Space, as applicable, on the same terms and conditions as Sublandlord leases such space pursuant to the Master Lease. Sublandlord shall notify Subtenant of its determination to not exercise its rights, as aforesaid, (a) not later than the 60 ^th day prior to the last day on which Sublandlord may exercise any Expansion Option, with respect to an Expansion Option, and (b) within 10 Business Days following its receipt from Master Landlord of any Offer Notice with respect to any Offer Space. Subtenant thereafter may elect to cause Sublandlord to exercise such Expansion Option or to lease such Offer Space on behalf of Subtenant, as aforesaid, by delivering written notice to Sublandlord of such election (a) on or prior to the 5 ^th day prior to the last day on which Sublandlord may exercise an applicable expansion option with respect to its expansion options, and (b) within five (5) Business Days following Subtenant’s receipt of such Offer Notice from Sublandlord with respect to any Offer Space. If Subtenant elects to cause Sublandlord to expand the Master Premises as herein provided, Sublandlord shall take such steps

as are necessary to effect such expansion on a timely basis. Any exercise by Subtenant of its rights pursuant to this Paragraph 18 shall be irrevocable, and Subtenant shall indemnify and hold harmless Sublandlord from any loss, cost or liability resulting from any such exercise by Subtenant.

20. Shared Floor and Facilities . The Subleased Premises located on the 10th floor are being constructed and completed in such a manner to be included as a full floor build-out and not a separate space to be occupied exclusively as would a multi-tenant floor in the Building be completed and occupied. In that connection, the Rentable Area of the Subleased Premises includes an allocation of common facilities (the “Common Facilities”) on the 10th floor, including the elevator lobby, breakroom, mailroom, bathroom, and other facilities intended to be used in common with Sublandlord or other occupants on the floor, as shown in the plans for the build-out being completed pursuant to the Tenant Improvements Construction Contract. Subtenant shall have the rights, in common with the other subtenant(s) and Sublandlord, to use and have access to the Common Facilities of the 10th floor.

If to Sublandlord:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

with a copy to:

Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Kirk Rose

If to Subtenant:

CC-Development Group, Inc.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: President

with a copy to:

CC-Development Group, Inc.

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

25. Memorandum of Sublease . Neither this Sublease nor any memorandum thereof shall be recorded, except if permitted in writing by Master Landlord.

IN WITNESS WHEREOF, this Sublease has been made and entered into as of the day and year set forth above.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Douglas G. Geoga
Name:		Douglas G. Geoga
Title:		President
SUBTENANT: CC-DEVELOPMENT GROUP, INC., a Delaware corporation

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		Vice Chairman

EXHIBIT A

MASTER LEASE

[See Filed Exhibit Amended and Restated Office Lease, dated as of June 15, 2004,

as amended, between Hyatt Corporation and FrankMon LLC]

Exhibit A – Page 1

EXHIBIT B

FLOOR PLAN OF THE SUBLEASED PREMISES

Exhibit B – Page 1

EXHIBIT C

CONFIRMATION AGREEMENT

This Confirmation Agreement (“Agreement”) is made as of this 1 ^st day of July, 2006, by and between GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation (“Sublandlord”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“Subtenant”), with reference to the facts set forth below.

RECITALS

A. Sublandlord and Subtenant are parties to that certain Sublease dated June 15, 2004 (“Sublease”), pursuant to which Sublandlord leased to Subtenant and Subtenant leased from Sublandlord those certain premises described therein as approximately 45,110 square feet of Rentable Area, approximately 31,184 square feet of Rentable Area being located on the entire 9 ^th floor and approximately 13,926 square feet of Rentable Area being located on a portion of the 10 ^th floor of the Building, the address of which is 71 South Wacker Drive, Chicago, Illinois (“Original Subleased Premises”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Sublease.

C. The Sublease provides that Sublandlord and Subtenant will execute a notice of lease terms and dates agreement confirming certain items with respect to the Sublease.

D. Pursuant to this Agreement, the parties wish to confirm and clarify certain Sublease provisions and obligations.

NOW, THEREFORE, in consideration of the Recitals and the other mutual covenants and agreements contained in the Sublease, the parties hereto agree as follows:

1. The Sublease is in full force and effect and has not been amended, modified or altered.

2. The Commencement Date of the Sublease Term is February 1, 2005 and the Termination Date of the Sublease Term is February 29, 2020.

3. The number of square feet of Rentable Area within the Subleased Premises is 45,144, approximately 31,184 square feet of Rentable Area being located on the entire 9 ^th floor and approximately 13,960 square feet of Rentable Area being located on a portion of the 10 ^th floor of the Building, and Subtenant’s Share is 15.45% (calculated by dividing the 45,144 square footage of Rentable Area of the Subleased Premises by the 292,227 square feet of Rentable Area of the Premises).

4. The floor plans of the Subleased Premises shall be as set forth in Exhibit B - First Amended , which replaces in its entirety Exhibit B attached to the Sublease.

5. The Net Rent shall be as set forth in the Net Rent Schedule attached hereto as Exhibit E - First Amended , which replaces in its entirety Exhibit E attached to the Sublease.

6. Pursuant to Section 10.3 of the Sublease, Subtenant is allotted 34 memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

[Remainder of Page Intentionally Left Blank;

Signatures contained on Following Page]

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sublandlord and Subtenant have caused this Confirmation Agreement to be duly executed as of the date first above written.


SUBLANDLORD: GLOBAL HYATT CORPORATION (f/k/a Hyatt Corporation), a Delaware corporation

By:
Name:
Title:


SUBTENANT: CC-DEVELOPMENT GROUP, INC. a Delaware corporation

By:
Name:
Title:

EXHIBIT B - FIRST AMENDED

LOGO

B-1

EXHIBIT B - FIRST AMENDED

LOGO

B-2

EXHIBIT E - FIRST AMENDED

NET RENT SCHEDULE

OFFICE PREMISES FLOOR 9 & 10 (45,144 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1 ^st ) Lease Year	$	25.85	$	1,166,972.40	$	97,247.70
Second (2 ^nd ) Lease Year	$	26.37	$	1,190,447.28	$	99,203.94
Third (3 ^rd ) Lease Year	$	26.89	$	1,213,922.16	$	101,160.18
Fourth (4 ^th ) Lease Year	$	27.43	$	1,238,299.92	$	103,191.66
Fifth (5 ^th ) Lease Year	$	27.98	$	1,263,129.12	$	105,260.76
Sixth (6 ^th ) Lease Year	$	28.54	$	1,288,409.76	$	107,367.48
Seventh (7 ^th ) Lease Year	$	29.11	$	1,314,141.84	$	109,511.82
Eighth (8 ^th ) Lease Year	$	29.69	$	1,340,325.36	$	111,693.78
Ninth (9 ^th ) Lease Year	$	30.29	$	1,367,411.76	$	113,950.98
Tenth (10 ^th ) Lease Year	$	30.89	$	1,394,498.16	$	116,208.18
Eleventh (11 ^th ) Lease Year	$	31.51	$	1,422,487.44	$	118,540.62
Twelfth (12 ^th ) Lease Year	$	32.14	$	1,450,928.16	$	120,910.68
Thirteenth (13 ^th ) Lease Year	$	32.78	$	1,479,820.32	$	123,318.36
Fourteenth (14 ^th ) Lease Year	$	33.44	$	1,509,615.36	$	125,801.28
Fifteenth (15 ^th ) Lease Year	$	34.11	$	1,539,861.84	$	128,321.82

E-1

EXHIBIT D

MASTER LANDLORD RECOGNITION AGREEMENT

THIS MASTER LANDLORD RECOGNITION AGREEMENT (this “Agreement”) is made as of June 15, 2004 by and among FRANKMON LLC, a Delaware limited liability company (“Landlord”), HYATT CORPORATION, a Delaware corporation (“Tenant”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“Subtenant”).

RECITALS:

D. Landlord is willing to so recognize Subtenant, upon and subject to the terms and conditions set forth below.

E. All defined terms not otherwise expressly defined herein shall have the respective meanings given them in the Lease.

AGREEMENT:

D-1

Agreement shall be construed as a waiver of Landlord’s right to consent to any further subletting either by Tenant or by Subtenant or to any assignment by Tenant of the Lease or assignment by Subtenant of the Sublease, or as a consent to any portion of the Subleased Premises being used or occupied by any party other than Subtenant.

3. Landlord’s Election to Receive Rents .

4. Attornment and Recognition . In the event:

(i) the Lease terminates for any reason other than as a result of a right set forth in the Lease to terminate the Lease by Landlord as a result of a casualty or condemnation, or

(ii) Subtenant exercises its right to renew the term of the Sublease pursuant to Paragraph 2.2 thereof,

D-2

shall not be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant, unless such money has been delivered by Tenant or Subtenant to Landlord; (c) Landlord shall not be bound by any changes or modifications made to the Sublease, which are contrary to the terms of the Lease, without the written consent of Landlord; (d) Landlord shall not be subject to any offset or defenses which Subtenant might have as to Tenant or to any claims for damages against Tenant; (e) Landlord shall not be obligated to fund to, or for the benefit of, Subtenant, an undisbursed tenant improvement or refurbishment allowance or other allowances or monetary concessions other than those for which Landlord remains liable to Tenant pursuant to the Lease; (f) Landlord shall be responsible for performance of only those covenants and obligations of Tenant pursuant to the Sublease accruing from and after the Direct Lease Date; and (g) Subtenant shall make full and complete attornment to Landlord, as lessor, pursuant to a written acknowledgment executed by Landlord and Subtenant, so as to establish direct privity of contract between Landlord and Subtenant with the same force and effect as though the Sublease were originally made directly between Landlord and Subtenant effective as of the Direct Lease Date. The term “Direct Lease Date” shall mean, in the case of a termination of the Lease, the date upon which such termination becomes effective, and in the case of the Subtenant exercising its renewal rights, the first day of the Renewal Term.

9. General Provisions .

D-3

9.3. Controlling Law . The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.

9.5. Captions . The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

D-4

IN WITNESS WHEREOF, the parties have executed this Master Landlord Consent as of the day and year first above written.


LANDLORD: FRANKMON LLC, a Delaware limited liability company

By:
Name:
Title:


TENANT: HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:


SUBTENANT: CC-DEVELOPMENT GROUP, INC., a Delaware corporation

By:
Name:
Title:

SCHEDULE A TO EXHIBIT D

THE SUBLEASE

[See Filed Exhibit Sublease Agreement, dated as of June 15, 2004, as amended,

between Hyatt Corporation and CC-Development Group, Inc.]

Exhibit D – Page 1

EXHIBIT E

NET RENT SCHEDULE

OFFICE PREMISES FLOORS 9 & 10 (45,110 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
First (1st) Lease Year	$	25.85	$	1,166,093.50	$	97,174.46
Second (2nd) Lease Year	$	26.37	$	1,189,415.37	$	99,117.95
Third (3rd) Lease Year	$	26.89	$	1,213,203.68	$	101,100.31
Fourth (4th) Lease Year	$	27.43	$	1,237,467.75	$	103,122.31
Fifth (5th) Lease Year	$	27.98	$	1,262,217.11	$	105,184.76
Sixth (6th) Lease Year	$	28.54	$	1,287,461.45	$	107,288.45
Seventh (7th) Lease Year	$	29.11	$	1,313,210.68	$	109,434.22
Eighth (8th) Lease Year	$	29.69	$	1,339,474.89	$	111,622.91
Ninth (9th) Lease Year	$	30.29	$	1,366,264.39	$	113,855.37
Tenth (10th) Lease Year	$	30.89	$	1,393,589.68	$	116,132.47
Eleventh (11th) Lease Year	$	31.51	$	1,421,461.47	$	118,455.12
Twelfth (12th) Lease Year	$	32.14	$	1,449,890.70	$	120,824.22
Thirteenth (13th) Lease Year	$	32.78	$	1,478,888.51	$	123,240.71
Fourteenth (14th) Lease Year	$	33.44	$	1,508,466.28	$	125,705.52
Fifteenth (15th) Lease Year	$	34.11	$	1,538,635.61	$	128,219.63

Exhibit E – Page 1

RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE

THIS RATIFICATION AGREEMENT AND FIRST AMENDMENT TO SUBLEASE (this “ Agreement ”) is entered into as of the 1st day of February, 2007 (the “ Effective Date ”), by and between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“ Subtenant ”), with reference to the following:

RECITALS:

A. Sublandlord and Subtenant heretofore entered into that certain Sublease dated as of June 15, 2004 (the “ Original Sublease ”), pursuant to which Subtenant subleased certain premises containing approximately 31,184 square feet of Rentable Area comprising the entire 9 ^th floor (the “ 9 ^th Floor Subleased Premises ”) and certain other premises comprising a portion of the 10 ^th floor (the “ Existing 10 ^th Floor Subleased Premises ”) of the building located at 71 South Wacker Drive, Chicago, Illinois, and known as Hyatt Center (the “ Building ”).

B. Global Hyatt Corporation, a Delaware corporation (“ Global Hyatt ”), and Subtenant heretofore entered into a certain Confirmation Agreement dated as of July 1, 2006 (the “ Initial Confirmation Agreement ”). The 9 ^th Floor Subleased Premises and the Existing 10 ^th Floor Subleased Premises are together referred to as the “ Existing Subleased Premises ,” such Existing Subleased Premises being more fully described in the Initial Confirmation Agreement.

C. The Existing Subleased Premises comprise a portion of the premises leased by Master Landlord to Sublandlord pursuant to the Master Lease (the “ Master Premises ”), such Master Premises being more fully described in the Master Lease.

D. Sublandlord and Master Landlord recently amended the Master Lease pursuant to a certain Second Amendment to Lease (the “ Second Amendment ”), pursuant to which the square footage of the Master Premises increased to 317,826 square feet of Rentable Area.

E. The Original Sublease, as amended by the Initial Confirmation Agreement, is herein referred to as the “ Sublease .”

F. The Initial Confirmation Agreement, while substantively correct when executed, erroneously was executed by Global Hyatt rather than Sublandlord.

G. Sublandlord and Subtenant desire to ratify the terms and provisions of the Initial Confirmation Agreement as if fully executed by Sublandlord and Subtenant, and to amend the Sublease to provide for, among other things, the subleasing by Subtenant of certain additional premises, upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Sublandlord and Subtenant hereby agree as follows:

3. Additional Subleased Premises .

a. Leasing of Additional Subleased Premises . Sublandlord hereby leases to Subtenant, and Subtenant hereby accepts from Sublandlord, an additional portion of the 10 ^th floor of the Building (the “ Additional Subleased Premises ”), such Additional Subleased Premises being depicted, together with the 9 ^th Floor Subleased Premises and the Existing 10 ^th Floor Subleased Premises, on Exhibit B – Second Amended attached hereto, in accordance with, and subject to, all of the terms, covenants and conditions of the Sublease applicable to the Existing Subleased Premises, except as expressly set forth herein to the contrary. Effective as of the Possession Date, Exhibit B – First Amended of the Sublease is deleted in its entirety and Exhibit B – Second Amended attached hereto is substituted therefor. The Existing 10 ^th Floor Subleased Premises and the Additional Subleased Premises are referred to herein collectively as the “ 10 ^th Floor Subleased Premises ”).

b. Delivery of Possession of Additional Subleased Premises . Sublandlord shall endeavor to deliver the Additional Subleased Premises to Subtenant by March 15, 2007, but in any event will so deliver possession promptly following Sublandlord’s substantial completion of its construction of tenant improvements in the 17 ^th Floor Premises and the Additional 17 ^th Floor Premises (as defined in the Second Amendment), and in no event later than July 6, 2007. The term “ Possession Date ” shall mean the date upon which Sublandlord actually delivers possession of the Additional Subleased Premises to Subtenant. Sublandlord will deliver possession of the Additional Subleased Premises in the “AS-IS” condition of the Additional Subleased Premises existing on the Effective Date, ordinary wear and tear excepted. Subtenant has inspected the Additional Subleased Premises and shall accept possession of the Additional Subleased Premises in the “AS-IS” condition of the Additional Subleased Premises existing on the Effective Date, ordinary wear and tear excepted, and Sublandlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Additional Subleased Premises for occupancy.

c. References to Subleased Premises . From and after the Possession Date, all references in the Sublease, as amended hereby, to the Subleased Premises shall be deemed to be references to the Existing Subleased Premises and the Additional Subleased Premises.

d. Increased Rentable Area . From and after the Possession Date, the Subleased Premises shall consist of 54,242 square feet of Rentable Area, comprised of (i) the 9 ^th Floor Subleased Premises, containing 31,184 square feet of Rentable Area, and (ii) the 10 ^th Floor Subleased Premises, containing 23,058 square feet of Rentable Area located on the 10 ^th floor of the Building.

e. Net Rent – Subleased Premises . Subject to the terms and provisions of the Sublease, in addition to the Net Rent payable for the Existing Subleased Premises, Subtenant shall pay Net Rent for the Additional Subleased Premises throughout the Sublease Term commencing on the Additional Subleased Premises Rent Commencement Date. Effective as of the Additional Subleased Premises Rent Commencement Date, (i) Exhibit E – First Amended of the Sublease shall be deleted in its entirety and Exhibit E – Second Amended attached hereto shall be substituted therefor and (ii) the Net Rent payable by Subtenant to Sublandlord in respect of the Subleased Premises shall be as set forth on Exhibit E – Second Amended attached hereto. As used herein, the term “ Additional Subleased Premises Rent Commencement Date ” shall mean the first Business Day following the Possession Date.

f. Subtenant’s Share . Subject to adjustment from time to time in accordance with Paragraph 1.5 of the Original Sublease, effective as of the Additional Subleased Premises Rent Commencement Date, Subtenant’s Share shall be increased to 17.07% (calculated by dividing the 54,242 square feet of Rentable Area of the Existing Subleased Premises by the 317,826 square feet of Rentable Area of the Master Premises).

4. Fitness Center . Paragraph 10.3 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord thirty-four (34) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

5. Shared Floor and Facilities . Paragraph 20 of the Original Sublease is hereby deleted in its entirety and the following is hereby substituted therefor:

“20. Shared Floor and Facilities . The Subleased Premises located on the 10th floor have been constructed in a manner such that the Subleased Premises comprise a part of a full floor build-out rather than a separate demised space of the type typically found on a multi-tenant floor of the Building. Subtenant and the Other Subtenants that sublease space from Sublandlord on the 10th floor of the Building (the “ Other 10 ^th Floor Subtenants ”) therefore are dependent on each other for ingress to, egress from and access and use of (a) certain Common Areas located on the 10th floor of the Building, and (b) certain common facilities

comprising a portion of the Premises located on the 10th floor of the Building (the “ Common Master Leased Space ”) designated as the Common Master Leased Space on Exhibit B – Second Amended attached hereto. The Common Master Leased Space is intended to be used by Subtenant in common with Sublandlord and the Other 10 ^th Floor Subtenants. In furtherance thereof, (a) Subtenant shall have the right, in common with Sublandlord and such Other 10 ^th Floor Subtenants, (x) to use and have access to the Common Areas located on the 10 ^th floor and the Common Master Leased Space, and (y) to the extent necessary to effect such use and access, to passage through the premises leased by Sublandlord and such Other 10 ^th Floor Subtenants on such floor, and (b) Subtenant shall grant access to Sublandlord and such Other 10 ^th Floor Subtenants through the Subleased Premises for the limited purpose of permitting such access and use. In consideration of the foregoing, the Rentable Area of the Subleased Premises includes an allocation of the Common Master Leased Space located on the 10th floor, as more particularly described on Exhibit F attached hereto.”

The schedule attached hereto as Exhibit F is hereby incorporated into the Sublease as Exhibit F as if fully set forth therein.”

6. Confirmation Agreements . At any time and from time to time upon either Sublandlord’s or Subtenant’s request, Sublandlord and Subtenant shall execute a Confirmation Agreement confirming Subtenant’s Share and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease.

7. Integration of Sublease and Controlling Language . This Agreement and the Sublease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Sublease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

8. Severability . If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

9. Entire Agreement . This Agreement and the Sublease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Sublease and supersede all prior and contemporaneous understandings and agreement other than the Sublease between the parties respecting the subject matter of this Agreement and the Sublease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Sublease which are not fully expressed in this Agreement and the Sublease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Sublease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence of any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement (and, for avoidance of doubt, the Sublease is not extrinsic for this purpose).

10. Successors and Assigns . Each provision of the Sublease and this Agreement shall extend to and shall bind and inure to the benefit of Sublandlord and Subtenant, their respective heirs, legal representatives, and permitted successors and assigns.

11. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

12. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

13. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

14. Real Estate Brokers . Each of Sublandlord and Subtenant represent that it has not dealt with any broker, agent or finder in connection with this Agreement, and that insofar as each party knows, no brokers have participated in the procurement of Subtenant or in the negotiation of this Agreement or are entitled to any commission in connection therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from its breach of the foregoing representation.

15. Ratification Generally . Without limiting the terms of Paragraph 2 above, except as amended and modified hereby, the Sublease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Sublease is amended and modified hereby, the Sublease is hereby ratified, adopted and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Ratification Agreement and First Amendment to Sublease as of the day and year first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President Finance


SUBTENANT: CC-DEVELOPMENT GROUP, INC., a Delaware corporation

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		Vice Chairman

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned, being the Master Landlord described in that certain Ratification Agreement and First Amendment to Sublease to which this Acknowledgment of Master Landlord is attached (the “ Sublease Amendment ”), hereby acknowledges the modifications made to the Original Sublease pursuant to the Initial Confirmation Agreement and the Sublease Amendment, hereby consents to such modifications and agrees that such modifications are not contrary to the terms of the Master Lease, and agrees that that certain Master Landlord Recognition Agreement dated as of June 15, 2004, by and among the undersigned, Sublandlord and Subtenant (the “ Recognition Agreement ”), remains in full force and effect and shall apply to the Original Sublease as modified by the Initial Confirmation Agreement and the Sublease Amendment.

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 10 ^th Floor Subtenants such portion of the Common Master Leased Space that is not leased to Subtenant or any of the Other 10 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Sublease (as modified by Paragraph 5 of the Sublease Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease Amendment.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ J. Kevin Poorman
		J. Kevin Poorman
		Its: President

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

9 ^TH FLOOR

(See Attached)

B-1

LOGO

B-2

EXHIBIT B – SECOND AMENDED

FLOOR PLANS OF THE SUBLEASED PREMISES

10 ^TH FLOOR

(See Attached)

B-3

LOGO

B-4

EXHIBIT E – SECOND AMENDED

NET RENT SCHEDULE

OFFICE PREMISES FLOORS 9 & 10 (54,242 FEET OF RENTABLE AREA)


TIME PERIOD	NET RENT PER SQUARE FOOT OF RENTABLE AREA		ANNUAL NET RENT		MONTHLY INSTALLMENT OF NET RENT
Additional Subleased Premises Rent Commencement Date – January 31, 2008	$	26.89	$	1,458,567.38	$	121,547.28
February 1, 2008 – January 31, 2009	$	27.43	$	1,487,858.06	$	123,988.17
February 1, 2009 – January 31, 2010	$	27.98	$	1,517,691.16	$	126,474.26
February 1, 2010 – January 31, 2011	$	28.54	$	1,548,066.68	$	129,005.56
February 1, 2011 – January 31, 2012	$	29.11	$	1,578,984.62	$	131,582.05
February 1, 2012 – January 31, 2013	$	29.69	$	1,610,444.98	$	134,203.75
February 1, 2013 – January 31, 2014	$	30.29	$	1,642,990.18	$	136,915.85
February 1, 2014 – January 31, 2015	$	30.89	$	1,675,535.38	$	139,627.95
February 1, 2015 – January 31, 2016	$	31.51	$	1,709,165.42	$	142,430.45
February 1, 2016 – January 31, 2017	$	32.14	$	1,743,337.88	$	145,278.16
February 1, 2017 – January 31, 2018	$	32.78	$	1,778,052.76	$	148,171.06
February 1, 2018 – January 31, 2019	$	33.44	$	1,813,852.48	$	151,154.37
February 1, 2019 – January 31, 2020	$	34.11	$	1,850,194.62	$	154,182.89
February 1, 2020 – February 29, 2020	$	34.11	$	1,850,194.62	$	154,182.89

E-1

EXHIBIT F

COMMON MASTER LEASED SPACE

(See Attached)

F-1


The Hyatt Center		The Environments Group
10th Floor Calculations

December 19, 2006


Tenant	USF	Add-on Factor	RSF	Common Master Leased Space Allocation		Net Calculated RSF
CC Development Group	17,137	1.118	19,163	3,895		23,058
Hyatt Corp	742	1.118	830	169		998
H Group Holding	5,297	1.118	5,923	1,204		7,127
Common Master Leased Space	4,711	1.118	5,268	(5,268	)	0

Total - 10th Floor	27,887	1.118	31,184	0		31,184

F-2

SECOND AMENDMENT TO SUBLEASE

THIS SECOND AMENDMENT TO SUBLEASE (this “ Agreement ”) is made as of the 25th day of January, 2008 (the “ Effective Date ”), between HYATT CORPORATION, a Delaware corporation (“ Sublandlord ”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“ Subtenant ”), with reference to the following:

RECITALS:

C. The space leased by Subtenant pursuant to the Sublease, which currently contains approximately 54,242 square feet of Rentable Area on the entire 9 ^th floor and a portion of the 10 ^th floor.

D. Sublandlord and Subtenant desire to amend the Sublease to provide for Subtenant’s license from Sublandlord of two (2) additional memberships to the Fitness Center, subject to the terms and conditions herein set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Sublandlord and Subtenant agree as follows:

2. Fitness Center . Paragraph 10.3 of the Original Sublease (as modified by Paragraph 4 of the First Amendment) is hereby deleted in its entirety and the following is hereby substituted therefor:

“10.3. Fitness Center . At all times during which Subtenant is a Subtenant Permittee, Subtenant shall license from Sublandlord thirty-six (36) memberships to the Fitness Center. Subtenant shall pay for such memberships at the same time and in the same amount and manner as Sublandlord in accordance with the Master Lease. The number of memberships stated herein shall not be subject to change except as otherwise expressly agreed by Sublandlord and Subtenant in writing.”

9. Time of the Essence . Time is of the essence of this Agreement and the Sublease and each provision hereof.

10. Multiple Counterparts . This Agreement may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument.

11. Authority . Sublandlord and Subtenant each represent and warrant that it has full authority to execute and deliver this Agreement.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Second Amendment to Sublease as of the date first above written.


SUBLANDLORD: HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Title:		Vice President - Controller


SUBTENANT: CC-DEVELOPMENT GROUP, INC., a Delaware corporation

By:		/s/ John Kevin Poorman
Name:		John Kevin Poorman
Title:		Vice Chairman

ACKNOWLEDGMENT OF MASTER LANDLORD

The undersigned further covenants and agrees that in the event the Sublease shall become a Direct Lease (as defined in the Recognition Agreement), Landlord, at all times during the term of the Direct Lease, shall make available to Subtenant and the Other 10 ^th Floor Subtenants such portion of the Common Master Leased Space that is not leased to Subtenant or any of the Other 10 ^th Floor Subtenants to give effect to the terms and provisions of Paragraph 20 of the Sublease (as modified by Paragraph 5 of the First Amendment).

Capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Sublease.


FRANKMON LLC, a Delaware limited liability company

By:		/s/ John Kevin Poorman
		John Kevin Poorman
		Its: President

Exhibit 10.26

The Pritzker Organization, L.L.C.

71 South Wacker Drive, 47 ^th Floor

Chicago, Illinois 60606

December 8, 2006

Global Hyatt Corporation

71 South Wacker Drive, 12 ^th Floor

Chicago, Illinois 60606

Re:

Allocation of Certain Office Costs Relating to Thomas J. Pritzker

Dear Sir or Madam:

As you know, Thomas J. Pritzker (“TJP”) maintains his business office at Hyatt Center, 71 South Wacker Drive, Chicago, Illinois on a portion of the 47 ^th floor (such portion utilized by TJP, the “Premises”). TJP provides services to Global Hyatt Corporation (“Company”) as an employee. TJP also provides services to the undersigned and, as applicable, other organizations affiliated with Company (such organizations together with Company are referred to herein to as the “Service Organizations”).

This letter agreement addresses the allocation to the Service Organizations of certain occupancy and operation costs (the “Costs”) incurred by the undersigned, The Pritzker Organization, L.L.C. (“TPO”) that relate to the services of TJP. The Costs include both costs directly incurred by TPO, as well as certain costs allocated to TPO under various allocation agreements, including unwritten arrangements based on past dealings (collectively, the “Entity Allocation Agreements”).

Company hereby agrees, and each of the other Service Organizations have separately agreed, to equitably share in bearing the Costs attributable to TJP (the “TJP Costs”).

Based on the foregoing and effective as of July 1, 2005, the parties hereto agree as follows:

Company hereby appoints TPO as the authorized party responsible for determining the amount of the TJP Costs and, in turn, the amount of the TJP Costs allocable to Company.

TPO will periodically invoice Company for its share of the TJP Costs, and Company shall promptly remit payment therefor. If the Fill amount invoiced is not received from Company within thirty (30) days of its receipt of the invoice, Company shall pay to TPO a late charge of five percent (5%) of the unpaid amount. In addition, all unpaid amounts shall bear interest from the date due until paid in full at a per annum interest rate equal to eighteen percent (18%).

Company shall have the right to request information and calculations used in determining the amount billed to Company.

If you agree with the foregoing, please execute this letter in the space provided below, whereupon the letter shall become a legal binding obligation of the parties hereto.


The Pritzker Organization, L.L.C., a Delaware limited liability company

By:		/s/ John Stellato
Name:		John Stellato
Title:		Executive Vice President


Agreed to and accepted as of the 9 ^th day of January, 2007:

Global Hyatt Corporation, a Delaware corporation

By:		/s/ Kirk A. Rose
Name:		Kirk A. Rose
Title:		Senior Vice President Finance

Exhibit 10.27

OMNIBUS OFFICE SERVICES AGREEMENT

THIS OMNIBUS OFFICE SERVICES AGREEMENT (this “ Agreement ”) is made and entered into as of the 3 ^rd day of August, 2006, by and among the parties whose names are listed on the signature page hereof under the heading “Signatories” (each a “ Signatory ” and collectively the “ Signatories ”) and Pritzker Realty Group, L.P., an Illinois limited partnership (“PRG”), as Administrator (as defined herein).

R E C I T A L S :

A. The Signatories are all tenants or occupants of the building commonly known as Hyatt Center, located at 71 South Wacker Drive, Chicago, Illinois.

B. Certain of the Signatories have entered into service contracts (each a “ Service Contract ”). The Signatory party to each Service Contract is referred to herein, in such capacity, as the “ Contracting Party, ” and the vendor under each such Service Contract is referred to herein as the “ Vendor. ” The existing Service Contracts are more particularly described on the Addenda (as defined herein).

C. The services to be provided under each Service Contract will be provided to and utilized by one or more Signatories. Each Signatory receiving services under a Service Contract is referred to herein, in such capacity, as a “ Service User .”

D. The Signatories desire to establish a system for the administration of the Service Contracts, including, among other things, the methodology by which the fees with respect to each Service Contract will be allocated among the applicable Service Users.

E. The Signatories desire to retain PRG to provide various Administrative Services (as defined herein) with respect to the Service Contracts (PRG in its capacity as the provider of the Administrative Services being referred to herein as “ Administrator ”), and Administrator desires to provide such Administrative Services to the Signatories, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement of Administrator . The Signatories collectively hereby engage Administrator to provide the administrative services and office management services to the Signatories as specified herein. Administrator hereby accepts such engagement and shall devote such time as is necessary for the performance and discharge of its duties and responsibilities hereunder.

2. Term .

(a) The term of this Agreement shall commence on the earliest date Administrative Services or Office Management Services were provided by Administrator under any Service Contract and shall continue until terminated by the mutual agreement of the Signatories and Administrator. Upon termination of this Agreement, Administrator shall be entitled to reimbursements for costs and obligations incurred and any Advances (as defined herein) made prior to the date of termination.

(b) Any Signatory may terminate its participation in this Agreement upon not less than five (5) days’ prior notice to Administrator provided such Service User (i) is not receiving any services under any Service Contract, (ii) is not the Contracting Party under any Service Contract and (iii) is not receiving any Office Management Services.

(c) Administrator may resign as Administrator upon not less than ninety (90) days’ prior notice to the Signatories. Upon the resignation of Administrator, the Signatories will endeavor to engage a replacement Administrator prior to the effective date of the existing Administrator’s resignation. If a replacement Administrator has not been engaged prior to the effective date of the existing Administrator’s resignation, each Contracting Party shall be responsible for administering its respective Service Contract until a replacement Administrator has been engaged.

3. Service Contracts Subject to this Agreement .

(a) No Service Contract shall be subject to this Agreement until the Contracting Party, the applicable Service Users and Administrator have executed and delivered an addendum relating to such Service Contract setting forth, among other things, the Fee Allocation Method (as defined herein) for such Service Contract (each an “ Addendum ”). A form of Addendum is attached hereto as Exhibit A . Upon execution and delivery by the Contracting Party, the Service Users set forth thereon, and Administrator, such Addendum, shall be appended to and shall become a part of this Agreement effective as of the effective date set forth in such Addendum.

(b) A Service User may terminate its utilization of services under a Service Contract (such Service User terminating utilization of services is referred to herein as a “ Terminating Service User ” and the date on which such termination becomes effective is referred to herein as the “ Utilization Termination Date ”) upon not less than thirty (30) days’ prior notice to Administrator so long as (i) such Terminating Service User is not the Contracting Party under the applicable Service Contract and (ii) the Contracting Party has the right to terminate the Service Contract on the Utilization Termination Date without penalty, premium or fee. A Terminating Service User shall remain obligated for its allocable share of all costs and obligations incurred hereunder or under the Service Contract on or prior to the Utilization Termination Date. No termination by a Terminating Service User with respect to a particular Service Contract shall be effective until an Addendum reflecting such termination has been executed and delivered by such Terminating Service User and Administrator.

4. Fee Allocation Method . The Signatories agree that the fees and charges payable under a Service Contract shall be allocated among the applicable Service Users in accordance with the allocation method (the “ Fee Allocation Method ”) set forth in the Addendum applicable to such Service Contract.

5. Administrator’s Services .

(a) Administrator, through its officers, employees and agents, shall be responsible for the day-to-day ministerial administration and management of the Service Contracts, including without limitation, the management of Vendors, the payment of invoices from Vendors (each an “ Invoice ”) and the collection from the applicable Service Users of their respective allocable shares of the fees and charges under such Invoices. The administrative services performed by Administrator with respect to the Service Contracts are collectively referred to herein as the “ Administrative Services .” Any action performed by Administrator with respect to a Service Contract shall be performed in a ministerial and administrative capacity for and on behalf of the Contracting Party, and, unless directed by a Contracting Party, Administrator shall have no authority to enter into amendments to or otherwise modify any Service Contract.

(b) Administrator, through its officers, employees and agents, shall also provide to the Signatories certain office management services relating to the premises and facilities shared by the Signatories on the 47 ^th Floor and the portion of the 46 ^th Floor presently occupied by PRG (the “OM Premises”) (to the extent such services are not provided to the Signatories pursuant to a Service Contract), including, without limitation, (i) the coordination, processing and supervision of service requests and work orders with the property manager of the building in which the OM Premises are located, (ii) the coordination, processing and supervision of purchase contracts and orders for furniture, fixtures, equipment, supplies and other materials as requested by the Signatories from time to time, and the payment of invoices therefor, and (iii) the provision, management and supervision of personnel to perform such Office Management Services (to the extent such personnel are not provided to the Signatories pursuant to a Service Contract), including, without limitation, office managers, receptionists, mailroom staff, copier room staff and kitchen staff serving the OM Premises. The office management services performed by Administrator are referred to herein as the “ Office Management Services .”

6. Invoices .

(a) Each Contracting Party shall deliver all Invoices to Administrator promptly after receipt thereof by such Contracting Party or shall cause the Vendors to deliver all Invoices directly to Administrator.

(b) Administrator shall use commercially reasonable efforts to process each Invoice such that the Invoice is paid timely in accordance with the terms of the applicable Service Contract. Administrator shall allocate the fees and charges under each Invoice in accordance with the Fee Allocation Method set forth in the applicable Addendum and, from time to time as determined by Administrator, deliver to each Service User a statement of the allocable share of fees and charges owed by such Service User with respect to such Invoice (an “ Allocation Statement ”). Upon request of a Service User, Administrator will provide the backup calculations for any Allocation Statement. Each Service User shall remit to Administrator the amount set forth on the Allocation

Statement within thirty (30) days after receipt of the Allocation Statement. If the full amount set forth on any Allocation Statement is not received from the Service User within such thirty (30) day period, such Service User shall pay to Administrator a late charge (a “ Late Charge ”) equal to five percent (5%) of the unpaid amount. If the full amount set forth on any Allocation Statement is not received from the Service User within one hundred twenty (120) days after receipt of the Allocation Statement, all unpaid amounts shall thereafter bear interest until paid in full at a per annum interest rate equal to eighteen percent (18%). Any amounts collected by Administrator on account of Late Charges and interest remaining after payment of all amounts due pursuant to an Invoice shall be retained by Administrator to defray the expense incurred by Administrator in handling and processing the delinquent payment.

(c) Administrator (i) shall have no obligation to remit payment for any Invoice until Administrator has received funds in the full amount of such Invoice from the applicable Service Users and (ii) shall not be required to advance any funds on behalf of any Signatory; provided Administrator, in its sole election, may (but shall have no obligation to) pay an Invoice from its own funds (each an “ Advance ”) and seek reimbursement therefor from the appropriate Service Users by issuing an Allocation Statement in accordance with the terms of this Agreement. Administrator shall not be entitled to charge interest on an Advance (provided the foregoing shall not prevent Administrator from collecting interest payable pursuant to Paragraph 6(b) above in the event any Service User fails to pay in full amounts set forth on an Allocation Statement within the requisite time period).

(d) To the extent desired by any Contracting Party in its sole election, the Contracting Party may (but shall have no obligation to) pay an Invoice from its own funds (each a “ Contracting Party Advance ”) and then either (i) request that the Administrator obtain reimbursement from the appropriate Service Users or (ii) issue invoices directly to the appropriate Service Users for reimbursement. Contracting Party shall not be entitled to charge interest on any Contracting Party Advance (provided the foregoing shall not prevent Administrator from collecting interest payable pursuant to Paragraph 6(b) above in the event any Service User fails to pay in full amounts set forth on an Allocation Statement within the requisite time period).

7. Administrator’s Compensation; Reimbursement of Administrator’s Expenses .

(a) As compensation for the Administrator’s performance of the Administrative Services and the Office Management Services, the Signatories shall pay to Administrator a reasonable administrative fee (an “ Administrative Fee ”) in an amount to be determined from time to time by Administrator. The Administrative Fee shall be determined as follows: (i) at least ten (10) days prior to each calendar year during the term of this Agreement, Administrator shall provide two budgets for such calendar year, one budget setting forth the projected costs of providing the Administrative Services (including in such budget the allocation of such costs among the Signatories) (the “AS Budget”) and one budget setting forth the projected costs of providing the Office Management Services to the Signatories (the “OMS Budget”); (ii) any Signatory objecting to either budget (including any objection to the allocation of the AS Budget) may terminate its participation in this Agreement as provided under Paragraph 2(b) above; (iii) the Administrative Fee will be based on the AS Budget and OMS Budget, with costs being allocated by Administrator among the non-terminating Signatories,

(A) relative to the Administrative Services, on the basis set forth in the AS Budget, and (B) relative to the Office Management Services, on the basis of relative square footage of the OM Premises. The Administrative Fee shall be payable each calendar quarter in advance and each Signatory shall pay its allocable share thereof promptly (and in any event within ten (10) business days) after Administrator’s issuance of an invoice in respect thereof (an “ Administrative Fee Invoice ”). The allocation of the AS Budget among the Signatories shall be based on Administrator’s projection of Signatories’ purchases from Vendors and the level of services required to procure and administer such purchases. With respect to the portion of the term of this Agreement occurring prior to the date hereof, the Signatories have been provided with the budget(s) relating to such period and by execution hereof hereby approve such budget(s). Promptly after execution hereof, Administrator shall issue Administrative Fee Invoices in respect of the period prior to the date hereof. If the full amount set forth on any Administrative Fee Invoice is not received from a Signatory within such ten (10) business day period, such Signatory shall pay to Administrator a Late Charge equal to five percent (5%) of the unpaid amount. If the full amount set forth on any Administrative Fee Invoice is not received from a Signatory within thirty (30) days after receipt of the Administrative Fee Invoice, Administrator may cease to provide Administrative Services and Office Management Services to such Signatory until all amounts due (including Late Charges) have been paid in full.

(b) Administrator shall be entitled to reimbursement from the Signatories for any reasonable direct out-of-pocket costs or expenses incurred by Administrator or any of its officers, employees or agents in carrying out its duties hereunder. Administrator shall allocate such costs and expenses among the Signatories on a reasonable basis. Administrator shall be entitled to such reimbursement from the Signatories promptly after the expenditure of such funds or at such other times as shall be mutually agreed to by the Signatories, and Administrator shall supply to the Signatories such invoices and receipts therefor as shall be reasonably requested by the Signatories.

8. Responsibilities With Respect to Service Contracts .

(a) Subject to Paragraph 8(d) below and the last sentence of Paragraph 5 above, the Contracting Party and Administrator shall exercise all rights of the Contracting Party under a Service Contract.

(b) Each Service User shall be responsible for complying with the terms and provisions of each Service Contract with respect to its use of the services under such Service Contract and its respective premises and property.

(c) To the extent Contracting Party is required to maintain insurance pursuant to the terms of a Service Contract, each Service User shall be responsible for providing such required insurance with respect to its respective premises and property. Each Service User’s commercial general liability coverage shall name the other Service Users and the Administrator as additional insureds. In the event an insurance claim is made against a Service User by a Vendor or other third party, the insurance policy of the Service User(s) whose usage or receipt of services gave rise to such claim (the “ Subject Service User ”) shall be primary to any insurance policy maintained by any other Service User or Administrator.

(d) Each Contracting Party, from time to time, may enter into amendments to the applicable Service Contract without the consent of any other Service User or Administrator. Contracting Party shall provide oral or written notice to the other Service Users or Administrator of any amendment. Each other Service User shall be deemed to have consented to any such amendment to the extent an officer, Responsible Party (as defined herein) of such Service User has been notified of the substance of such amendment and fails to object to such amendment within a reasonable amount of time thereafter (and, for purposes of this sentence, such other Service User’s continuing to pay its allocable share of costs with respect to such Service Contract, as amended, shall constitute failure to object). As used herein, “ Responsible Party ” means, with respect to any Service User, the “ Contact Person ” listed on the Addendum for the applicable Service Contract, or an office manager or other person responsible for the administration of such Service Contract. If a Service User objects to any amendment of a Service Contract (an “ Objecting Service User ”), such Objecting Service User shall have the right to terminate its usage of such Service Contract in accordance with the termination rights set forth in Paragraph 3(b) above.

9. Indemnification .

(a) Without limiting Administrator’s duties and obligations as elsewhere provided herein, Administrator shall indemnify and hold the Contracting Party and the other Service Users with respect to a Service Contract harmless from any judgment, loss, damage or expense, including, but not limited to, attorneys’ fees and amounts paid in settlement on account of any claim, action or proceeding brought against the Contracting Party, the other Service Users and Administrator, or any of them, arising out of or connected with (i) Administrator’s or its officers’, employees’ or agents’ gross negligence or willful misconduct in connection with the performance of Administrator’s duties or responsibilities under this Agreement, or (iii) Administrator’s breach of this Agreement, in each case with respect to the applicable Service Contract.

(b) Without limiting the Service Users’ duties, obligations and liabilities as elsewhere provided herein, the Service Users severally shall indemnify and hold Administrator harmless, except in cases of Administrator’s or its officers’ employees’ or agents’ gross negligence or willful misconduct or Administrator’s breach of this Agreement, from any judgment, loss, damage or expense, including, but not limited to, attorneys’ fees and amounts paid in settlement, on account of any claim, action or proceeding brought against the Service Users and Administrator, or any of them, arising out of the performance by Administrator of its duties hereunder with respect to the applicable Service Contract. Administrator shall not be liable for any good faith error of judgment in pursuance of its duties and activities hereunder, except in cases of Administrator’s or its officers’, employees’ or agents’ gross negligence or willful misconduct or Administrator’s breach of this Agreement.

(c) Without limiting the duties, obligations and liabilities of Service Users as elsewhere provided herein, each Service User, on a several basis, shall indemnify and hold Contracting Party harmless from any judgment, loss, damage or expense, including, but not limited to, attorneys’ fees and amounts paid in settlement on account of any claim, action or proceeding brought against the Contracting Party arising out of or connected with such Non-Contracting Service User’s breach of this Agreement or the Applicable Service Contract.

(d) Each indemnitor under this Paragraph 9 shall reimburse each indemnitee for any legal fees and costs, including reasonable attorney’s fees and other litigation expenses, reasonably incurred by such indemnitee in connection with investigating or defending against claims with respect to which indemnity is granted hereunder. An indemnitor shall not be required to indemnify an indemnitee for any payment made by such indemnitee to any claimant in settlement of claims unless such payment has been previously approved by the indemnitor, which approval shall not be unreasonably withheld. If claims are asserted or threatened, or if any such action or suit is commenced or threatened with respect thereto, for which indemnity may be sought against the indemnitor hereunder, the indemnitee shall notify the indemnitor in writing within ten (10) days after the indemnitee shall have had actual knowledge of the threat, assertion or commencement of the claims, which notice shall specify in reasonable detail the matter for which indemnity may be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days of its receipt of the indemnitee’s notice, to take primary responsibility for the prosecution, defense or settlement of such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee, which approval shall not be unreasonably withheld, and payment of expenses in connection therewith. The indemnitee shall provide without cost to the indemnitor, all relevant records and information reasonably required by the indemnitor for such prosecution, defense or settlement and shall cooperate with the indemnitor to the fullest extent possible. The indemnitee shall have the right to employ its own counsel in any such matter with respect to which the indemnitor has elected to take primary responsibility for prosecution, defense or settlement, but the fees and expenses of such counsel shall be the expense of the indemnitee.

(e) The obligations of the Signatories and Administrator under this Paragraph 9 shall survive the termination of this Agreement.

10. Confidentiality . In connection with the performance of services hereunder, Administrator acknowledges that it may become privy to proprietary information relating to the business and affairs of the Signatories. Administrator agrees that it shall use its best efforts and shall cause its officers, employees and agents performing services on behalf of the Signatories to retain all information relative to the business of the Signatories in strict confidence and not to disclose any such information now or hereafter received or obtained from any Signatory to any third party without the prior consent of such Signatory; provided, however, that any such confidential and proprietary information may be disclosed (i) to third parties retained by Administrator ( e.g. , attorneys, accountants, consultants, etc.) as shall be necessary to perform services hereunder, (ii) to the extent such information becomes generally available to the public other than as a result of an unauthorized disclosure by Administrator, or (iii) in the event Administrator or its stockholders, directors, officers, employees or agents are compelled to disclose such information in accordance with an order from any court of competent jurisdiction or under any provision of applicable law; provided, however, in such event Administrator shall promptly notify the applicable Signatory of such required disclosure and shall furnish only such portion of such information as the Administrator is legally compelled to disclose.

11. Miscellaneous .

(a) Administrator and the Signatories acknowledge and agree that Administrator’s relationship to each Signatory pursuant to this Agreement is that of independent contractor and Administrator will not represent to anyone that its relationship to any

Signatory is other than that of an independent contractor. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between any Signatory, its successors or assigns, on the one hand, and Administrator, its successors or assigns, on the other hand.

(b) This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

(c) From time to time after execution of this Agreement, the parties hereto will, without additional consideration, execute and deliver such further documents and take such further action as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement.

(d) The failure or delay of any party to insist on the strict performance of any of the terms or conditions hereof or to exercise any right, remedy or election herein contained or permitted shall not constitute or be construed as a waiver or relinquishment for the future of such term, condition or right, remedy or election, but the same shall continue and remain in full force and effect. All rights and remedies of Administrator and the Signatories specified herein or permitted hereby and any and all other rights and remedies which any Signatory and Administrator may have at law, in equity or otherwise, upon the breach by the other party hereto of any term or condition hereof, shall be distinct, separate and cumulative rights and remedies, and no one of them, whether or not exercised by any Signatory or Administrator, shall be deemed to be an exclusion of any other right or remedy.

(e) This Agreement contains the entire understanding between the parties and shall not be modified except in writing by the parties hereto. Furthermore, this Agreement supersedes any prior understandings and/or written or oral agreements between them respecting the within subject matter.

(f) The descriptive headings of the sections of this Agreement are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

(g) As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof, wherever the context and facts require such construction.

(h) Any notice or other communications with respect to this Agreement shall be in writing, and shall be deemed to have been duly given when delivered personally or five (5) days after being deposited in the mail, certified or registered, return receipt requested, and with the proper postage prepaid, addressed to the respective party at its address set forth on the signature pages hereto (as the same may be changed by such party by giving a notice to the other parties in accordance with this paragraph).

(i) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If there is any provision of this Agreement or the application thereof to any party to circumstance which shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances.

(j) This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Illinois.

(k) This Agreement may be executed in any number of counterparts with all such counterparts together constituting a fully executed instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF , the parties hereto have executed this Omnibus Office Services Agreement as of the date first above written.


SIGNATORIES:

CC – DEVELOPMENT GROUP, INC. , a Delaware corporation		Address:

By:	/s/ Penny Pritzker	71 South Wacker Drive
Name:	Penny Pritzker	9th Floor
Its:	Chairperson	Chicago, Illinois 60606
		Attn: Stephanie Fields

DIVERSIFIED FINANCIAL MANAGEMENT CORP. , a Delaware corporation		Address:

By:	/s/ Glen Miller	71 South Wacker Drive
Name:	Glen Miller	46 ^th Floor
Its:	President	Chicago, Illinois 60606
		Attn: Glen Miller

H GROUP HOLDING, INC., a Delaware corporation		Address:

By:	/s/ John Stellato	71 South Wacker Drive
Name:	John Stellato	47 ^th Floor
Its:	Vice President	Chicago, Illinois 60606
		Attn: John Stellato

GLOBAL HYATT CORPORATION , a Delaware corporation		Address:

By:	/s/ Kirk A. Rose	71 South Wacker Drive
Name:	Kirk A. Rose	12 ^th Floor
Its:	Senior Vice President Finance and Treasurer	Chicago, Illinois 60606
		Attn: Randa Saleh

THE PRITZKER ORGANIZATION, L.L.C. , a Delaware limited liability company		Address:

By:	/s/ Mark Hoplamazian	71 South Wacker Drive
Name:	Mark Hoplamazian	47 ^th Floor
Its:	President	Chicago, Illinois 60606
		Attn: Mark Hoplamazian


PRITZKER FAMILY OFFICE, L.L.C. , a Delaware limited liability company			Address:

By:	/s/ Ronald Wray		71 South Wacker Drive
Name:	Ronald Wray		46 ^th Floor
Its:	Vice President		Chicago, Illinois 60606
			Attn: Ronald Wray

PRITZKER REALTY GROUP, L.P. , an Illinois limited partnership			Address:

By:	PRGP Corp., a Delaware corporation, its general partner		71 South Wacker Drive
			47 ^th Floor
	By:	/s/ John Kevin Poorman	Chicago, Illinois 60606
	Name:	John Kevin Poorman	Attn: John Kevin Poorman
	Its:	Vice President


ADMINISTRATOR:

PRITZKER REALTY GROUP, L.P.			Address:

By:	PRGP Corp., a Delaware corporation, its general partner		71 South Wacker Drive
			47 ^th Floor
	By:	/s/ John Kevin Poorman	Chicago, Illinois 60606
	Name:	John Kevin Poorman	Attn: John Kevin Poorman
	Its:	Vice President

EXHIBIT A

Form of Addendum

[attached]

Addendum #

Omnibus Offices Services Agreement at

Hyatt Center Dated , 2006

This Addendum dated this day of , 2006, is appended to that certain Omnibus Offices Services Agreement at Hyatt Center dated , and amends said service agreement in the manner provided therein.


Service:


Vendor:


Vendor Contract:


Effective Date:



Fee Allocation Method:



Additional Agreements and Covenants:

This Addendum supercedes Addendum # , dated

[If applicable]

¨ Additional Service User

¨ Termination of Service User

¨ Modifies Service

¨ Modifies Allocation Method



¨ Other


Contracting Party:

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

(Continued)

Addendum #

Omnibus Offices Services Agreement at

Hyatt Center Dated , 2006


Service User(s):

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

Company Name:
Contact Person:

	Signature:	By:
		Name:
		Title:

(Continued)

Addendum #

Omnibus Offices Services Agreement at

Hyatt Center Dated , 2006


Administrator:

Pritzker Realty Group, L.P. , an Illinois limited partnership

By:		PRGP Corp., a Delaware corporation, the sole general partner

		By:
		Name:
		Title:

Exhibit 10.28

TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”) is made and entered into as of October 2, 2006 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”) and the following parties (each individually a “Lessee” and collectively the “Lessees”): MARMON HOLDINGS, INC., a Delaware corporation, GLOBAL HYATT CORPORATION, a Delaware corporation, PRITZKER REALTY GROUP, L.P., a Delaware limited partnership, TRANS UNION CORP., a Delaware corporation, CC-DEVELOPMENT GROUP, INC., a Delaware corporation, H GROUP HOLDING, INC., a Delaware corporation, THE PRITZKER ORGANIZATION, L.L.C, a Delaware limited liability company, INTERNATIONAL FINANCIAL ADVISORS, INC., an Illinois corporation, U.S. FINANCIAL ADVISORS, INC., an Illinois corporation, DIVERSIFIED FINANCIAL MANAGEMENT CORP., a Delaware corporation, and Karl J. Breyer, Marshall E. Eisenberg, and Thomas J. Pritzker, not individually but as Co-Trustees of each of the trusts described on the attached Schedule A .

W I T N E S S E T H :

WHEREAS, Owner is the registered owner of that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P (the “Aircraft”);

WHEREAS, Owner contracts to provide a fully qualified flight crew to operate the Aircraft (the “Flight Crew”); and

WHEREAS, from time to time, each Lessee desires to lease the Aircraft and the Flight Crew from Owner on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (the “FAR”).

NOW THEREFORE, Owner and Lessees, declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Term; Lease . This Agreement shall become effective as of October 2, 2006 (the “Effective Date”) and shall continue in effect until Owner delivers to the Lessees at least 45 days prior written notice of termination of this Agreement. Each Lessee may terminate its participation in this Agreement by delivering written notice to the other Lessees and Owner at least 45 days prior to the effective date of such termination. From and after the Effective Date until the termination of this Agreement, Owner hereby agrees to lease the Aircraft to each Lessee pursuant to the provisions of Section 91.501(c)(1) of the FAR and to provide the services of the Flight Crew for all operations.

2. Scheduling . Each Lessee shall provide Owner with requests for flights and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least (a) 24 hours in advance of the Lessee’s planned departure, with respect to flights within the continental United States, and (b) three (3) days in advance of the Lessee’s planned departure, with respect to all other flights, provided that Owner may waiver the required notice provisions in its sole discretion. One or more Lessees may request a “joint flight” whereby the costs of such flight will be shared among two or more Lessees, which combined costs will not exceed the Flight Fee described in Paragraph 3. Requests for flight time shall be in a written form that shall be provided to the Lessees by Owner, and shall include:

(a)

proposed departure point;

(b)

destination;

(c)

date and time of flight;

(d)

the number of anticipated passengers;

(e)

the names of the anticipated passengers;

(f)

the nature and extent of luggage and/or cargo to be carried; and

(g)

the date and time of a return flight, if any.

In addition, the Lessee(s) shall provide any other information concerning the proposed flight that may be pertinent or required by Owner or the Flight Crew. Owner shall have final authority over the scheduling of the Aircraft; provided, however, that Owner shall use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that, in his or her judgment, would compromise the safety of the flight.

3. Flight Fee . For each flight provided for Lessee under this Agreement, Lessee shall pay Owner an amount (the “Flight Fee”) equal to the “Direct Cost Rate” published annually by Conklin & de Decker (or any comparable publication if Conklin & de Decker is no longer available or no longer appropriate to use for this purpose) for operating a Daussault-Breguet Falcon 900EX aircraft for the applicable Flight Time, but in no event shall the amount paid exceed the actual expenses incurred for the flight, determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum of the following costs and expenses:

(a)

fuel, oil, lubricants and other additives;

(b)

travel expenses of the Flight Crew, including food, lodging and ground transportation;

(c)

hangar and tie down costs away from the Aircraft’s base of operation;

(d)

insurance obtained for the specific flight;

(e)

landing fees, airport taxes and similar assessments;

(f)

customs, foreign permits, and similar fees directly related to the flight;

(g)

in-flight food and beverages;

(h)

passenger ground transportation;

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(i)

flight planning and weather contract services; and

(j)

an additional charge equal to 100 percent of the fuel, oil, lubricants and other additives expense listed in item (a) above.

The Direct Cost Rate shall be determined as provided herein at the beginning of each calendar year based on the information available at that time, and shall apply to all flights provided for Lessee under this Agreement for that calendar year.

For purposes of this Agreement, the term “Flight Time” shall mean actual flight time (in hours and minutes) entered into the aircraft flight log for each flight segment, but shall not include taxi time or waiting time.

If a joint flight is requested, each of the Lessees requesting such joint flight (the “Requesting Lessees”) shall be responsible for its ratable share of the Flight Fee, based solely on the number of Requesting Lessees unless the Requesting Lessees provide Owner with a percentage allocation of the Flight Fee for a flight among the Requesting Lessees within a reasonable time after completion of the joint flight, in which case each Requesting Lessee shall be responsible solely for its proportionate share of the Flight Fee for such flight.

4. Expenses . Owner shall pay for and provide the Flight Crew for each flight undertaken under this Agreement. Owner shall pay all expenses related to the maintenance and operation of the Aircraft. All liability relating to maintenance and operation of the Aircraft, regardless of whether operated pursuant to this Agreement or otherwise, will be and shall remain with Owner.

5. Maintenance . Owner shall be solely responsible for securing operating maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft and shall take such requirements into account in scheduling the Aircraft. No period of operations maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling a flight under this Agreement unless such maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations and within the sound discretion of the pilot in command.

6. Flight Crew Authority . In accordance with the applicable FAR, the Flight Crew shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Each Lessee specifically agrees that the Flight Crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for any loss, injury, damage or delay to the Lessee(s) who requested such flight or any other person. The Lessees further agree that Owner shall not be liable for any delay or failure to furnish the Aircraft and the Flight Crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other causes outside the reasonable control of Owner.

7. Insurance . Owner shall provide such additional insurance coverage with respect to a given flight as the Lessee(s) requesting such flight insurance shall request or require.

- 3 -

8. Lessees’ Representations . Each Lessee hereby represents and warrants to Owner that:

(a) it shall use the Aircraft for and on account of its and its subsidiaries own business only and shall not use the Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b) it shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft whether permissible or impermissible under this Agreement, nor shall there be any attempt by any party hereto to convey, mortgage, assign, lease or any way alienate the aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(c) during the term of this Agreement, it shall abide by and conform to all such laws, governmental and airport orders, and rules and regulations as shall be in effect from time to time that relate in any way to the operation and use of the Aircraft by a time sharing lessee.

9. Base of Operations . For purposes of this Agreement, the permanent base of operation of the Aircraft shall be in Chicago, Illinois.

10. Assignment . Neither this Agreement nor any party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives and successors.

11. Notices . All notices required or permitted hereunder shall be in writing and shall be delivered by personal service, by the United States mail (registered or certified mail), by prepaid overnight courier or by confirmed facsimile transmission, in any case addressed to the intended recipient as set forth below such recipient’s name on the signature pages hereto. Any such communication shall be deemed received by the addressee thereof (i) when delivered by personal service, (ii) three business days after it is sent by registered or certified mail, return receipt requested, (iii) two business days after it is sent via a reputable overnight courier service, or (iv) upon receipt by the sender of confirmation of transmittal via facsimile. Any party may change its address for receipt of notice of such change by sending a notice to the other party in the manner prescribed above.

12. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

13. Truth In Leasing . THE FOLLOWING CONSTITUTE THE TRUTH IN LEASING STATEMENTS REQUIRED UNDER SECTION 91.23 OF THE FAR:

(a) OWNER HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH ALL APPLICABLE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.

- 4 -

(b) OWNER AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF SUCH AIRCRAFT.

(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE FEDERAL AVIATION ADMINISTRATION, FSDO #3, CHICAGO, IL 60185. EACH LESSEE FURTHER CERTIFIES THAT IT SHALL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO:

AIRCRAFT REGISTRATION BRANCH

ATTN: TECHNICAL SECTION

P.O. BOX 25724

OKLAHOMA CITY, OKLAHOMA 73125

WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY SECTION 91.23(c)(1) OF THE FAR.

A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE

AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The persons signing below warrant their authority to sign.


Owner: ROSEMONT PROJECT MANAGEMENT, L.L.C, a Delaware limited liability company

By:		/s/ Kirk Rose
Name: Its:		Kirk Rose Vice President

71 South Wacker Drive, Suite 1200 Chicago, Illinois 60606 Telephone: 312/780-5472 Facsimile: 312/780-5281 Attention: Kirk Rose

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Lessees: Marmon Holdings, Inc., a Delaware corporation

By:		/s/ Robert K. Lorch
Name: Its:		Robert K. Lorch Vice President and Chief Financial Officer

225 West Washington Street, 19 ^th Floor Chicago, IL 60606 Telephone: 312/845-5326 Facsimile: 312/845-8769 Attention: Robert W. Webb, Esq.

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Global Hyatt Corporation, a Delaware corporation

By:		/s/ Kirk Rose
Name: Its:		Kirk Rose Senior Vice President

71 South Wacker Drive, Suite 1200 Chicago, IL 60606 Telephone: 312/780-5472 Facsimile: 312/780-5281 Attention: Kirk Rose

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Pritzker Realty Group, L.P., a Delaware limited partnership

By:	PRGP CORP., a Delaware corporation, its general partner

	By:	/s/ J. Kevin Poorman
	Name: Its:	J. Kevin Poorman Executive Vice President

71 South Wacker Drive, Suite 4700 Chicago, IL 60606 Telephone: 312/873-4802 Facsimile: 312/873-4891 Attention: J. Kevin Poorman

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Trans Union Corp., a Delaware corporation

By:		/s/ John W. Blenke
Name: Its:		John W. Blenke Corporate Secretary

555 West Adams Street Chicago, IL 60661 Telephone: 312/466-7730 Facsimile: 312/466-7706 Attention: John Blenke

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


CC-Development Group, Inc.

By:		/s/ Gary Smith
Name: Its:		Gary Smith Vice President/Treasurer

71 South Wacker Drive, Suite 900 Chicago, IL 60606 Telephone: 312/803-8575 Facsimile: 312/873-4496 Attention: Gary Smith

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


H Group Holding, Inc., a Delaware corporation

By:		/s/ John Stellato
Name: Its:		John Stellato Vice President

71 South Wacker Drive, Suite 4700 Chicago, IL 60606 Telephone: 312/873-4942 Facsimile: 312/873-4949 Attention: John Stellato

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


The Pritzker Organization, L.L.C., a Delaware limited liability company

By:		/s/ Mark S. Hoplamazian
Name: Its:		Mark S. Hoplamazian President

71 South Wacker Drive, Suite 4700 Chicago, IL 60606 Telephone: 312/873-4925 Facsimile: 312/873-4984 Attention: Mark S. Hoplamazian

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


International Financial Advisors, Inc., an Illinois corporation

By:		/s/ Glen Miller
Name: Its:		Glen Miller President

71 South Wacker Drive, Suite 4600 Chicago, IL 60606 Telephone: 312/577-2666 Facsimile: 312/577-2619 Attention: Glen Miller

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


U.S. Financial Advisors, Inc., an Illinois corporation

By:		/s/ Glen Miller
Name: Its:		Glen Miller President

71 South Wacker Drive, Suite 4600 Chicago, IL 60606 Telephone: 312/577-2666 Facsimile: 312/577-2619 Attention: Glen Miller

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Diversified Financial Management Corp., a Delaware corporation

By:		/s/ Glen Miller
Name: Its:		Glen Miller President

71 South Wacker Drive, Suite 4600 Chicago, IL 60606 Telephone: 312/577-2666 Facsimile: 312/577-2619 Attention: Glen Miller

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Those trusts described on attached Schedule A

By:		/s/ Marshall E. Eisenberg
		Marshall E. Eisenberg, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts

By:		/s/ Thomas J. Pritzker
		Thomas J. Pritzker, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts

By:		/s/ Karl J. Breyer
		Karl J. Breyer, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts

Co-trustees of Pritzker Family Ancestor Trusts 71 South Wacker Drive, Suite 4600 Chicago, IL 60606 Telephone: 312/577-2666 Facsimile: 312/577-2619 Attention: Glen Miller

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]

Schedule A

Amarillo Residuary Trust #1

Amarillo Residuary Trust #2

Amarillo Residuary Trust #3

Amarillo Residuary Trust #4

Amarillo Residuary Trust #5

Amarillo Residuary Trust #6

Amarillo Residuary Trust #7

Amarillo Residuary Trust #8

Amarillo Residuary Trust #9

Amarillo Residuary Trust #10

A.N.P. Trust #1

A.N.P. Trust #2

A.N.P. Trust #3

A.N.P. Trust #6

A.N.P. Trust #7A-Tom

A.N.P. Trust #7B-John

A.N.P. Trust #7C-Gigi

A.N.P. Trust #7D-Dan

A.N.P. Trust #8

A.N.P. Trust #9

A.N.P. Trust #10

A.N.P. Trust #11

A.N.P. Trust #12

A.N.P. Trust #13A-Tom

A.N.P. Trust #13B-John

A.N.P. Trust #13C-Gigi

A.N.P. Trust #13D-Dan

A.N.P. Trust #14

A.N.P. Trust #15

A.N.P. Trust #16

A.N.P. Trust #17

A.N.P. Trust #19

A.N.P. Trust #20

A.N.P. Trust #21

A.N.P. Trust #25

A.N.P. Trust #26

A.N.P. Trust #27

A.N.P. Trust #31

A.N.P. Trust #32

A.N.P. Trust #33

A.N.P. Trust #37

A.N.P. Trust #38

A.N.P. Trust #39

A.N.P. Trust #4-Daniel

A.N.P. Trust #4-John

A.N.P. Trust #5-Daniel

A.N.P. Trust #5-Jean

A.N.P. Trust #18-John

A.N.P. Trust #18-Thomas

A.N.P. Trust #22-James

A.N.P. Trust #22-Linda

A.N.P. Trust #23-Karen

A.N.P. Trust #23-Linda

A.N.P. Trust #24-James

A.N.P. Trust #24-Karen

A.N.P. Trust #28-James

A.N.P. Trust #28-Linda

A.N.P. Trust #29-Karen

A.N.P. Trust #29-Linda

A.N.P. Trust #30-James

A.N.P. Trust #30-Karen

A.N.P. Trust #34-Anthony

A.N.P. Trust #34-Penny

A.N.P. Trust #35-Anthony

A.N.P. Trust #35-Jay Robert

A.N.P. Trust #36-Jay Robert

A.N.P. Trust #36-Penny

A.N.P. Trust #40-Anthony

A.N.P. Trust #40-Penny

A.N.P. Trust #41-Anthony

A.N.P. Trust #41-Jay Robert

A.N.P. Trust #42-Jay Robert

A.N.P. Trust #42-Penny

A.N.P. #4A Trust

A.N.P. #4B Trust

A.N.P. #4C Trust

A.N.P. #4D Trust

A.N.P. #4E Trust

A.N.P. #4F Trust

A.N.P. #5A Trust

A.N.P. #5B Trust

A.N.P. #5C Trust

A.N.P. #5D Trust

A.N.P. #6A Trust

A.N.P. #6B Trust

A.N.P. #6C Trust

A.N.P. #6D Trust

A.N.P. #6E Trust

A.N.P. #6F Trust

A.N.P. #8A Trust

A.N.P. #8B Trust

A.N.P. #8C Trust

A.N.P. #8D Trust

A.N.P. #9A Trust

A.N.P. #9B Trust

A.N.P. #9C Trust

A.N.P. #9D Trust

A.N.P. #10A Trust

A.N.P. #10B Trust

A.N.P. #10C Trust

A.N.P. #10D Trust

A.N.P. #10E Trust

A.N.P. #10F Trust

A.N.P. #11A Trust

A.N.P. #11B Trust

A.N.P. #11C Trust

A.N.P. #11D Trust

A.N.P. #11E Trust

A.N.P. #11F Trust

A.N.P. #12A Trust

A.N.P. #12B Trust

A.N.P. #12C Trust

A.N.P. #12D Trust

A.N.P. #12E Trust

A.N.P. #12F Trust

A.N.P. #14A Trust

A.N.P. #14B Trust

A.N.P. #14C Trust

A.N.P. #14D Trust

A.N.P. #15A Trust

A.N.P. #15B Trust

A.N.P. #15C Trust

A.N.P. #15D Trust

A.N.P. #16A Trust

A.N.P. #16B Trust

A.N.P. #16C Trust

A.N.P. #16D Trust

A.N.P. #16E Trust

A.N.P. #16F Trust

A.N.P. #17A Trust

A.N.P. #17B Trust

A.N.P. #17C Trust

A.N.P. #17D Trust

A.N.P. #17E Trust

A.N.P. #17F Trust

A.N.P. #18A Trust

A.N.P. #18B Trust

A.N.P. #18C Trust

A.N.P. #18D Trust

A.N.P. #18E Trust

A.N.P. #18F Trust

A.N.P. #19A Trust

A.N.P. #19B Trust

A.N.P. #19C Trust

A.N.P. #19D Trust

A.N.P. #19E Trust

A.N.P. #19F Trust

A.N.P. #20A Trust

A.N.P. #20B Trust

A.N.P. #20C Trust

A.N.P. #20D Trust

A.N.P. #20E Trust

A.N.P. #20F Trust

A.N.P. #21A Trust

A.N.P. #21B Trust

A.N.P. #21C Trust

A.N.P. #21D Trust

A.N.P. #21E Trust

A.N.P. #21F Trust

A.N.P. #22A Trust

A.N.P. #22B Trust

A.N.P. #22C Trust

A.N.P. #22D Trust

A.N.P. #22E Trust

A.N.P. #22F Trust

A.N.P. #23A Trust

A.N.P. #23B Trust

A.N.P. #23C Trust

A.N.P. #23D Trust

A.N.P. #23E Trust

A.N.P. #23F Trust

Schedule A (con’t)

A.N.P. #24A Trust

A.N.P. #24B Trust

A.N.P. #24C Trust

A.N.P. #24D Trust

A.N.P. #24E Trust

A.N.P. #24F Trust

A.N.P. #25A Trust

A.N.P. #25B Trust

A.N.P. #25C Trust

A.N.P. #25D Trust

A.N.P. #26A Trust

A.N.P. #26B Trust

A.N.P. #26C Trust

A.N.P. #26D Trust

A.N.P. #26E Trust

A.N.P. #26F Trust

A.N.P. #27A Trust

A.N.P. #27B Trust

A.N.P. #27C Trust

A.N.P. #27D Trust

A.N.P. #27E Trust

A.N.P. #27F Trust

A.N.P. #28A Trust

A.N.P. #28B Trust

A.N.P. #28C Trust

A.N.P. #28D Trust

A.N.P. #28E Trust

A.N.P. #28F Trust

A.N.P. #29A Trust

A.N.P. #29B Trust

A.N.P. #29C Trust

A.N.P. #29D Trust

A.N.P. #29E Trust

A.N.P. #29F Trust

A.N.P. #30A Trust

A.N.P. #30B Trust

A.N.P. #30C Trust

A.N.P. #30D Trust

A.N.P. #30E Trust

A.N.P. #30F Trust

A.N.P. #31A Trust

A.N.P. #31B Trust

A.N.P. #31C Trust

A.N.P. #31D Trust

A.N.P. #31E Trust

A.N.P. #31F Trust

A.N.P. #32A Trust

A.N.P. #32B Trust

A.N.P. #32C Trust

A.N.P. #32D Trust

A.N.P. #32E Trust

A.N.P. #32F Trust

A.N.P. #33A Trust

A.N.P. #33B Trust

A.N.P. #33C Trust

A.N.P. #33D Trust

A.N.P. #33E Trust

A.N.P. #33F Trust

A.N.P. #34A Trust

A.N.P. #34B Trust

A.N.P. #34C Trust

A.N.P. #34D Trust

A.N.P. #34E Trust

A.N.P. #34F Trust

A.N.P. #35A Trust

A.N.P. #35B Trust

A.N.P. #35C Trust

A.N.P. #35D Trust

A.N.P. #35E Trust

A.N.P. #35F Trust

A.N.P. #36A Trust

A.N.P. #36B Trust

A.N.P. #36C Trust

A.N.P. #36D Trust

A.N.P. #36E Trust

A.N.P. #36F Trust

A.N.P. #37A Trust

A.N.P. #37B Trust

A.N.P. #37C Trust

A.N.P. #37D Trust

A.N.P. #37E Trust

A.N.P. #37F Trust

A.N.P. #38A Trust

A.N.P. #38B Trust

A.N.P. #38C Trust

A.N.P. #38D Trust

A.N.P. #38E Trust

A.N.P. #38F Trust

A.N.P. #39A Trust

A.N.P. #39B Trust

A.N.P. #39C Trust

A.N.P. #39D Trust

A.N.P. #39E Trust

A.N.P. #39F Trust

A.N.P. #40A Trust

A.N.P. #40B Trust

A.N.P. #40C Trust

A.N.P. #40D Trust

A.N.P. #40E Trust

A.N.P. #40F Trust

A.N.P. #41A Trust

A.N.P. #41B Trust

A.N.P. #41C Trust

A.N.P. #41D Trust

A.N.P. #41E Trust

A.N.P. #41F Trust

A.N.P. #42A Trust

A.N.P. #42B Trust

A.N.P. #42C Trust

A.N.P. #42D Trust

A.N.P. #42E Trust

A.N.P. #42F Trust

CTC Trust

D.N.P. Family Trust No. 2

D.N.P. Family Trust No. 3

D.N.P. Family Trust No. 4

D.N.P. Family Trust No. 5

D.N.P. Family Trust No. 6

D.N.P. Family Trust No. 7

D.N.P. Family Trust No. 8

D.N.P. Family Trust No. 14

D.N.P. Family Trust No. 15

D.N.P. Family Trust No. 16

D.N.P. Family Trust No. 17

D.N.P. Family Trust No. 19

D.N.P. Family Trust No. 20

D.N.P. Family Trust No. 21

D.N.P. Family Trust No. 22

D.N.P. Family Trust No. 23

D.N.P. Family Trust No. 24

D.N.P. Family Trust No. 25

D.N.P. Family Trust No. 26

D.N.P. Family Trust No. 27

D.N.P. Family Trust No. 28

D.N.P. Family Trust No. 32A

D.N.P. Family Trust No. 34

D.N.P. Residuary Trust No. 1

D.N.P. Residuary Trust No. 2

D.N.P. Residuary Trust No. 3

D.N.P. Residuary Trust No. 4

D.N.P. Residuary Trust No. 5

D.N.P. Residuary Trust No. 6

D.N.P. Residuary Trust No. 7

D.N.P. Residuary Trust No. 8

D.N.P. Residuary Trust No. 9

Don Trust #25

Don G.C. Trust #1

Don G.C. Trust #2

Don G.C. Trust #3

Don G.C. Trust #4

Don G.C. Trust #5

Don G.C. Trust #6

Don G.C. Trust #7

Don G.C. Trust #8

Don G.C. Trust #9

Don G.C. Trust #10

ECI Family Trust #1

ECI Family Trust #2

ECI Family Trust #3

ECI Family Trust #4

ECI Family Trust #5

ECI Family Trust #6

ECI QSST Trust #1

ECI QSST Trust #2

ECI QSST Trust #3

ECI QSST Trust No. 4

ECI QSST Trust No. 5

ECI QSST Trust No. 6

Page 2 of 6

Schedule A (con’t)

F.L.P. Trust #10

F.L.P. Trust #11

F.L.P. Trust #12

F.L.P. Trust #13

F.L.P. Trust #14

F.L.P. Trust #15

F.L.P. Trust #16

F.L.P. Trust #17

F.L.P. Trust #19

F.L.P. Trust #20

F.L.P. Trust #21

F.L.P. Residuary Trust #1

F.L.P. Residuary Trust #5

F.L.P. Residuary Trust #6

F.L.P. Residuary Trust #9

F.L.P. Residuary Trust #11

F.L.P. Residuary Trust #12

F.L.P. Residuary Trust #13

F.L.P. Residuary Trust #14

F.L.P. Residuary Trust #15

F.L.P. Residuary Trust #16

F.L.P. Residuary Trust #17

F.L.P. Residuary Trust #18

F.L.P. Residuary Trust #19

F.L.P. Residuary Trust #20

F.L.P. Residuary Trust #21

F.L.P. Residuary Trust #22

F.L.P. Residuary Trust #23

F.L.P. Residuary Trust #24

F.L.P. Residuary Trust #25

F.L.P. Residuary Trust #26

F.L.P. Residuary Trust #27

F.L.P. Residuary Trust #28

F.L.P. Residuary Trust #29

F.L.P. Residuary Trust #30

F.L.P. Residuary Trust #31

F.L.P. Residuary Trust #32

F.L.P. Residuary Trust #33

F.L.P. Residuary Trust #34

F.L.P. Residuary Trust #35

F.L.P. Residuary Trust #36

F.L.P. Residuary Trust #37

F.L.P. Residuary Trust #38

F.L.P. Residuary Trust #39

F.L.P. Residuary Trust #40

F.L.P. Residuary Trust #41

F.L.P. Residuary Trust #42

F.L.P. Residuary Trust #43

F.L.P. Residuary Trust #44

F.L.P. Residuary Trust #45

F.L.P. Residuary Trust #46

F.L.P. Residuary Trust #47

F.L.P. Residuary Trust #48

F.L.P. Residuary Trust #49

F.L.P. Residuary Trust #50

F.L.P. Residuary Trust #51

F.L.P. Residuary Trust #52

F.L.P. Residuary Trust #53

F.L.P. Residuary Trust #54

J.N.P. Residuary Trust No. 1

J.N.P. Residuary Trust No. 2

J.N.P. Residuary Trust No. 3

J.N.P. Residuary Trust No. 4

J.N.P. Residuary Trust No. 5

J.N.P. Residuary Trust No. 6

J.N.P. Residuary Trust No. 7

J.N.P. Residuary Trust No. 8

J.N.P. Residuary Trust No. 9

J.N.P. Residuary Trust No. 10

J.N.P. Residuary Trust No. 11

J.N.P. Residuary Trust No. 12

J.N.P. Residuary Trust No. 13

J.N.P. Residuary Trust No. 14

LaSalle Trust #13

LaSalle Trust #14

LaSalle Trust #15

LaSalle Trust #17

LaSalle Trust #18

LaSalle Trust #19

LaSalle Trust #27

LaSalle Trust #41

LaSalle Trust #42

LaSalle Trust #43

LaSalle Trust #44

LaSalle Trust #45

LaSalle Trust #46

LaSalle Trust #47

LaSalle Trust #48

LaSalle Trust #49

LaSalle Trust #50

LaSalle Trust #51

LaSalle Trust #52

LaSalle Trust #53

LaSalle Trust #54

LaSalle Trust #55

LaSalle Trust #56

LaSalle Trust #57

LaSalle Trust #58

LaSalle Trust #59

LaSalle Trust #60

LaSalle Trust #61

LaSalle Trust #62

LaSalle Trust #63

LaSalle Trust #64

LaSalle G.C. Trust #2

LaSalle G.C. Trust #3

LaSalle G.C. Trust #4

LaSalle G.C. Trust #5

LaSalle G.C. Trust #6

LaSalle G.C. Trust #7

LaSalle G.C. Trust #8

LaSalle G.C. Trust #9

LaSalle G.C. Trust #10

LaSalle G.C. Trust #11

N.F.P. Trust No. 2

N.F.P. Trust No. 4

N.F.P. Trust No. 6

N.F.P. Trust No. 8

N.F.P. Trust No. 10

N.F.P. Trust No. 12

N.F.P. Trust No. 14

N.F.P. Trust No. 16

N.F.P. Trust No. 18

N.F.P. Trust No. 20

N.F.P. Trust No. 22

N.F.P. QSST Trust No. 1

N.F.P. QSST Trust No. 3

N.F.P. QSST Trust No. 5

N.F.P. QSST Trust No. 7

N.F.P. QSST Trust No. 9

N.F.P. QSST Trust No. 11

N.F.P. QSST Trust No. 13

N.F.P. QSST Trust No. 15

N.F.P. QSST Trust No. 17

N.F.P. QSST Trust No. 19

N.F.P. QSST Trust No. 21

Bandon Trust

Barview Trust

Brownsville Trust

Carlton Trust

Clakamas Trust

Clatskanie Trust

Creswell Trust

Drain Trust

Eastside Trust

Elgin Trust

Enterprise Trust

Estacada Trust

Fairview Trust

Garibaldi Trust

Green Trust

Harrisburg Trust

Fossil Trust

Gardiner Trust

Gearhart Trust

Gervais Trust

Gilchrist Trust

Glendale Trust

Glenmorrie Trust

Glide Trust

Harbor Trust

Hubbard Trust

Page 3 of 6

Schedule A (con’t)

Huntington Trust

Joseph Trust

Kinzua Trust

Lafayette Trust

Lewisburg Trust

Lowell Trust

Amity Trust

Applegate Trust

Athena Trust

Aumsville Trust

Belleview Trust

Bly Trust

Canyonville Trust

Charleston Trust

Chiloquin Trust

Coburg Trust

Condon Trust

Dayton Trust

Dillard Trust

Dundee Trust

Dunes Trust

Elmira Trust

Canyon Trust

Beech Trust

Battle Trust

Blue Trust

Sebastian Trust

Camas Trust

Low Trust

Alsea Trust

Brogan Trust

Burnt Trust

Hayes Trust

Parker Trust

Grass Trust

Necanium Trust

Siskiyou Trust

Willamette Trust

Beaverton Trust

Corvallis Trust

Eugene Trust

Medford Trust

Parkrose Trust

Portland Trust

Salem Trust

Springfield Trust

Albany Trust

Altamont Trust

Bend Trust

Gresham Trust

Hillsboro Trust

Keizer Trust

Milwaukie Trust

Pendleton Trust

Dallas Trust

Gladstone Trust

Hayesville Trust

Lebanon Trust

Newberg Trust

Powellhurst Trust

Rockwood Trust

Woodburn Trust

Antelope Trust

Drewsey Trust

Granite Trust

Greenhorn Trust

Hardman Trust

Juntura Trust

Lonerock Trust

Shaniko Trust

Arago Trust

Bayshore Trust

Beatty Trust

Birkenfeld Trust

Blodgett Trust

Broadbent Trust

Burlington Trust

Cheshire Trust

Cooston Trust

Dodson Trust

Drew Trust

Durkee Trust

Englewood Trust

Firwood Trust

Harper Trust

Jamieson Trust

Aloha Trust

Battin Trust

Brookings Trust

Burns Trust

Canby Trust

Coquille Trust

Gilbert Trust

Glendoveer Trust

Hazelwood Trust

Hermiston Trust

Kendall Trust

Metzger Trust

Monmouth Trust

Newport Trust

Oakridge Trust

Ontario Trust

Baker Trust

Benton Trust

Curry Trust

Douglas Trust

Grant Trust

Lake Trust

Marion Trust

Polk Trust

Columbia Trust

Gilliam Trust

Clerk Trust

Jackson Trust

Jefferson Trust

Klamath Trust

Linn Trust

Morrow Trust

Clatsop Trust

Coos Trust

Josephine Trust

Lane Trust

Malheur Trust

Sherman Trust

Union Trust

Wasco Trust

Crescent Trust

Summit Trust

Miller Trust

Davis Trust

Owyhee Trust

Cow Trust

Magone Trust

Oswego Trust

Rider Trust

Wallowa Trust

Harney Trust

Young Trust

Crater Trust

Summer Trust

Abert Trust

Alkali Trust

Adams Trust

Adrian Trust

Alvadore Trust

Azalea Trust

Ballston Trust

Barlow Trust

Beaver Trust

Beck Trust

Bonneville Trust

Boring Trust

Brickerville Trust

Bridge Trust

Brightwood Trust

Ophelia Trust

Buxton Trust

Carver Trust

Astoria Trust

Prineville Trust

Roseburg Trust

Lakeview Trust

Vale Trust

Heppner Trust

Moro Trust

Tillamook Trust

Idanha Trust

Idaville Trust

Page 4 of 6

Schedule A (con’t)

Imbler Trust

Independence Trust

Interlachen Trust

Ione Trust

Irrigon Trust

Irving Trust

Oakland Trust

Oceanside Trust

Odell Trust

Olney Trust

Ophir Trust

Orenco Trust

Orient Trust

Oxbow Trust

Jay Robert Trust

Gigi Trust

Jim Trust

Johnny Trust

Karen Trust

Linda Trust

Nicholas Trust

Penny Trust

Tom Trust

Tony Trust

Daniel Trust

P.P.C. Trust #2-Tom

P.P.C. Trust #2-Gigi

P.P.C. Trust #3-Linda

P.P.C. Trust #3-Jay Robert

P.P.C. Trust #4-Jim

P.P.C. Trust #4-Anthony

P.P.C. Trust #4-Jay Robert

P.P.C. Trust #5-Karen

P.P.C. Trust #5-Anthony

P.P.C. Trust #6-Daniel

P.P.C. Trust #6-Gigi

P.P.C. Trust #6-Penny

P.P.C. Trust #6-Anthony

P.P.C. Trust #7-John

P.P.C. Trust #7-Penny

Pritzker Educational Trust #1

Pritzker Educational Trust #2

Pritzker Educational Trust #3

Pritzker Educational Trust #4

Pritzker Educational Trust #5

Pritzker Educational Trust #6

Pritzker Educational Trust #7

Pritzker Educational Trust #8

Pritzker Educational Trust #11

Pritzker Educational Trust #12

Pritzker Family Trust #1

Pritzker Family Trust #2

Pritzker Family Trust #3

Pritzker Family Trust #4

Pritzker Family Trust #5

Pritzker Family Trust #6

Pritzker Family Trust #7

Pritzker Family Trust #8

Pritzker Family Trust #9

Pritzker Family Trust #10

Pritzker Family Trust #11

Pritzker Family Trust #12

Pritzker Family Trust #19

Pritzker Family Trust #20

Pritzker Family Trust #21

Pritzker Family Trust #22

Pritzker Family Trust #23

Pritzker Family Trust #24

Pritzker Medical Trust #1

Pritzker Medical Trust #2

Pritzker Medical Trust #3

Pritzker Medical Trust #4

Pritzker Medical Trust #7

Pritzker Medical Trust #8

Pritzker Medical Trust #10

Pritzker Medical Trust #11

Pritzker Medical Trust #12

R.A. Trust #25

R.A. G.C. Trust #1

R.A. G.C. Trust #2

R.A. G.C. Trust #3

R.A. G.C. Trust #4

R.A. G.C. Trust #5

R.A. G.C. Trust #6

R.A. G.C. Trust #7

R.A. G.C. Trust #8

R.A. G.C. Trust #9

R.A. G.C. Trust #10

RP Trust #1

RP Trust #2

RP Trust #3

RP Trust #4

RP Trust #5

RP Trust #6

RP Trust #7

RP Trust #8

RP Trust #9

RP Trust #10

RP Trust #11

Rainer Trust

Slide Trust

Crystal Trust

Ellis Trust

Olympus Trust

Carrie Trust

Elk Trust

Constance Trust

Henderson Trust

Anderson Trust

Twin Trust

Haystack Trust

Pilchuck Trust

Index Trust

Bearhead Trust

Strawberry Trust

Simcoe Trust

Clifty Trust

Cashmere Trust

Clark Trust

Bonanza Trust

Goode Trust

Logan Trust

Jack Trust

Okanogan Trust

Colville Trust

Kaniksu Trust

Umatilla Trust

Pinchot Trust

Gifford Trust

Lathrop Trust

Ross Trust

Olympic Trust

Bremerton Trust

Vancouver Trust

Darrington Trust

Keechelus Trust

Federation Trust

Hanford Trust

Pauls Trust

Butte Trust

Steptoe Trust

Fairchild Trust

Coulee Trust

Vernon Trust

McNary Trust

Maryhill Trust

Pastime Trust

Chelan Trust

Moses Trust

Entiat Trust

Wallola Trust

Banks Trust

Riffe Trust

Sacajewea Trust

Bryan Trust

Newman Trust

Rock Trust

Roosevelt Trust

Shannon Trust

Stevens Trust

Spectacle Trust

Galispell Trust

West Trust

Marengo Trust

Spangle Trust

Packwood Trust

Moore Trust

Almira Trust

Page 5 of 6

Schedule A (con’t)

Grandview Trust

Malden Trust

Tekoa Trust

Pack Trust

Fairfield Trust

Ritzville Trust

Warden Trust

Bridgeport Trust

Quincy Trust

Penawowa Trust

Almota Trust

Quiet Trust

Lemei Trust

Soda Trust

Boistfort Trust

Snag Trust

Windy Trust

Mica Trust

Gypsy Trust

Glacier Trust

Monte Cristo Trust

Wenatchee Trust

Vesper Trust

Gunn Trust

Pyramid Trust

Mission Trust

Signal Trust

Under Trust

Saddle Trust

Abercrombie Trust

Hall Trust

Molybenite Trust

Chewelah Trust

Boyer Trust

Cougar Trust

Redtop Trust

Chimney Trust

July Trust

Star Trust

Pinnacle Trust

Remmel Trust

Mile Trust

Zebra Trust

Iron Trust

Foot Trust

Bells Trust

Badger Trust

Yearling Trust

King Trust

Ant Trust

Aix Trust

Snoqualmie Trust

Twisp Trust

Rainy Trust

Washington Trust

Harts Trust

Cascade Trust

Austin Trust

Stampede Trust

Swauk Trust

Blewitt Trust

Cayuse Trust

By Trust

Over Trust

Satus Trust

Copper Trust

Snowy Trust

Ozette Trust

Skokomich Trust

Cherokee Trust

Spokane Trust

Lummi Trust

Shoalwater Trust

Hoh Trust

Quillayute Trust

Nooksack Trust

Suiattle Trust

White Trust

Icicle Trust

Klickitat Trust

Willapa Trust

Snow Trust

Dickey Trust

Toutle Trust

Salmon Trust

Yellow Trust

Chehalis Trust

Wynoochee Trust

Quimalt Trust

Queets Trust

Wind Trust

Marysville Trust

Lynwood Trust

Edmonds Trust

Wine Trust

Seattle Trust

Burien Trust

Townsend Trust

Flagler Trust

Angeles Trust

Aberdeen Trust

Hoquiam Trust

Zesty Trust

Bellingham Trust

Blaine Trust

Chuckanut Trust

Anacortes Trust

Page 6 of 6

TERMINATION OF PARTICIPATION IN

TIME SHARING AGREEMENT

This Termination of Participation in Time Sharing Agreement (this “ Termination Agreement ”) is made and entered into as of March 18, 2008 between ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “ Owner ”), and MARMON HOLDINGS, INC., a Delaware corporation (“ MHI ”). Capitalized terms used herein without definition are used as defined in the Time Sharing Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, the parties hereto (among others) entered into that certain Time Sharing Agreement, dated as of October 2, 2006 (as amended, the “ Time Sharing Agreement ”), with respect to that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P; and

WHEREAS, the parties hereto desire to terminate the Time Sharing Agreement solely with respect to MHI.

NOW THEREFORE, the parties hereto, declaring their intention to enter into and be bound by this Termination Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Termination of MHI’s Participation in the Time Sharing Agreement . Effective as of the date hereof, the participation of MHI as a Lessee under the Time Share Agreement is hereby terminated and of no further force or effect. Further, the parties hereby waive any and all notice provisions applicable to the termination of said Time Sharing Agreement with respect to MHI’s participation.

2. Payment of Outstanding Fees . Owner shall invoice MHI for any amounts due to Owner from MHI under the Time Sharing Agreement for flights taken at the request of MHI through the date hereof. MHI hereby acknowledges that it remains liable to Owner for such amounts notwithstanding the termination of the Time Sharing Agreement with respect to MHI. MHI shall pay all amounts due within fifteen (15) days of receiving Owner’s invoice.

3. Counterparts . This Termination Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.

[REST OF PAGE INTENTIONALLY BLANK]

- 1 -

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first above written. The persons signing below warrant their authority to sign.


Owner: Rosemont Project Management, L.L.C., a Delaware limited liability company

By:		/s/ Kirk Rose
		Kirk Rose Vice President & Treasurer

71 South Wacker Drive, Suite 1200 Chicago, Illinois 60606 Telephone: 312/780-5472 Facsimile: 312/780-5281 Attention: Kirk Rose

[SIGNATURE PAGE TO TERMINATION OF PARTICIPATION IN TIME SHARING AGREEMENT (N312P)]


MHI: Marmon Holdings, Inc., a Delaware corporation

By:		/s/ Frank S. Ptak
		Frank S. Ptak President & Chief Executive Officer

181 West Madison Street, 26 ^th Floor Chicago, IL 60602 Telephone: 312/845-5326 Facsimile: 312/845-8769 Attention: Robert W. Webb, Esq.

[SIGNATURE PAGE TO TERMINATION OF PARTICIPATION IN TIME SHARING AGREEMENT (N312P)]

Exhibit 10.29

TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”) is made and entered into as of January 1, 2008 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”) and Thomas J. Pritzker (the “Lessee”).

W I T N E S S E T H :

WHEREAS, Owner is the registered owner of that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P (the “Aircraft”);

WHEREAS, Owner contracts to provide a fully qualified flight crew to operate the Aircraft (the “Flight Crew”); and

WHEREAS, from time to time, Lessee desires to lease the Aircraft and the Flight Crew from Owner on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (the “FAR”).

NOW THEREFORE, Owner and Lessee, declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Term; Lease . This Agreement shall become effective as of January 1, 2008 (the “Effective Date”) and shall continue in effect until Owner delivers to Lessee at least 45 days prior written notice of termination of this Agreement. Lessee may terminate its participation in this Agreement by delivering written notice to the Owner at least 45 days prior to the effective date of such termination. From and after the Effective Date until the termination of this Agreement, Owner hereby agrees to lease the Aircraft to Lessee pursuant to the provisions of Section 91.501(c)(1) of the FAR and to provide the services of the Flight Crew for all operations.

2. Scheduling . Lessee shall provide Owner with requests for flights and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least (a) 24 hours in advance of Lessee’s planned departure, with respect to flights within the continental United States, and (b) three (3) days in advance of Lessee’s planned departure, with respect to all other flights, provided that Owner may waiver the required notice provisions in its sole discretion. Requests for flight time shall be in a written form that shall be provided to Lessee by Owner, and shall include:

(a)

proposed departure point;

(b)

destination;

(c)

date and time of flight;

(d)

the number of anticipated passengers;

(e)

the names of the anticipated passengers;

(f)

the nature and extent of luggage and/or cargo to be carried; and

(g)

the date and time of a return flight, if any.

In addition, Lessee shall provide any other information concerning the proposed flight that may be pertinent or required by Owner or the Flight Crew. Owner shall have final authority over the scheduling of the Aircraft; provided, however, that Owner shall use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that, in his or her judgment, would compromise the safety of the flight.

3. Flight Fee . For each flight provided for Lessee under this Agreement, Lessee shall pay Owner an amount (the “Flight Fee”) equal to (i) for up to thirty-three hours of the Lessee’s annual use under this Agreement, the Standard Industry Fare Level cents-per-mile rate applicable for the period during which the flight was taken multiplied by the flight miles during the applicable Flight Time and (ii) for any flight or portion of a flight not covered in (i) above, an amount equal to the lesser of (x) product of the applicable Flight Time multiplied by the “Direct Cost Rate” published annually by Conklin & de Decker (or any comparable publication if Conklin & de Decker is no longer available or no longer appropriate to use for this purpose) for operating a Daussault-Breguet Falcon 900EX aircraft or (y) two times the fuel costs to operate the flight, but in no event shall the amount paid exceed the actual expenses incurred for the flight, determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum of the following costs and expenses:

(a)

fuel, oil, lubricants and other additives;

(b)

travel expenses of the Flight Crew, including food, lodging and ground transportation;

(c)

hangar and tie down costs away from the Aircraft’s base of operation;

(d)

insurance obtained for the specific flight;

(e)

landing fees, airport taxes and similar assessments;

(f)

customs, foreign permits, and similar fees directly related to the flight;

(g)

in-flight food and beverages;

(h)

passenger ground transportation;

(i)

flight planning and weather contract services; and

(j)

an additional charge equal to 100 percent of the fuel, oil, lubricants and other additives expense listed in item (a) above.

- 2 -

6. Flight Crew Authority . In accordance with the applicable FAR, the Flight Crew shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the Flight Crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for any loss, injury, damage or delay to Lessee who requested such flight or any other person. Lessee further agrees that Owner shall not be liable for any delay or failure to furnish the Aircraft and the Flight Crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other causes outside the reasonable control of Owner.

7. Insurance . Owner shall provide such additional insurance coverage with respect to a given flight as Lessee requesting such flight insurance shall request or require.

8. Lessees’ Representations . Lessee hereby represents and warrants to Owner that:

(a) he shall use the Aircraft for and on account of his own business and personal purposes only and shall not use the Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b) he shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft whether permissible or impermissible under this Agreement, nor shall there be any attempt by any party hereto to convey, mortgage, assign, lease or any way alienate the aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

- 3 -

(c) during the term of this Agreement, he shall abide by and conform to all such laws, governmental and airport orders, and rules and regulations as shall be in effect from time to time that relate in any way to the operation and use of the Aircraft by a time sharing lessee.

9. Base of Operations . For purposes of this Agreement, the permanent base of operation of the Aircraft shall be in Chicago, Illinois.

12. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

13. Truth In Leasing . THE FOLLOWING CONSTITUTE THE TRUTH IN LEASING STATEMENTS REQUIRED UNDER SECTION 91.23 OF THE FAR:

(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE FEDERAL AVIATION ADMINISTRATION, FSDO #3, CHICAGO, IL 60185. LESSEE FURTHER CERTIFIES THAT IT SHALL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO:

AIRCRAFT REGISTRATION BRANCH

ATTN: TECHNICAL SECTION

P.O. BOX 25724

OKLAHOMA CITY, OKLAHOMA 73125

- 4 -

WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY SECTION 91.23(c)(1) OF THE FAR.

A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE

AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The persons signing below warrant their authority to sign.


Owner :

ROSEMONT PROJECT MANAGEMENT, L.L.C. a Delaware limited liability company

By:		/s/ Kirk Rose
Name:		Kirk Rose
Its:		Vice President

71 South Wacker Drive, Suite 1200
Chicago, IL 60606
Telephone: 312/780-5472
Facsimile: 312/780-5281
Attention: Kirk Rose

- i -


Lessee :

Thomas J. Pritzker:

/s/ Thomas J. Pritzker

71 South Wacker Drive, Suite 4700
Chicago, IL 60606
Telephone: 312/873-4901
Facsimile: 312/873-4997

- ii -

Exhibit 10.30

A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE

AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.

AIRCRAFT ADMINISTRATIVE AND FLIGHT SERVICES AGREEMENT

THIS AIRCRAFT ADMINISTRATIVE AND FLIGHT SERVICES AGREEMENT (this “ Agreement ”) is made as of March 18, 2008 between ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “ Owner ”), and THE MARMON GROUP LLC, a Delaware limited liability company (f/k/a The Marmon Group, Inc., the “ Provider ”).

WITNESSETH:

WHEREAS, Owner owns the aircraft described on Schedule A , as such Schedule may be amended from time to time by Owner to update engine information or to substitute a new aircraft for the current aircraft, and including all components and accessories appurtenant to, installed in, or attached to, the airframe, of such aircraft, including the avionics and engines, together with all loose equipment associated therewith and all available manuals, maintenance records, and airframe and engine log books (collectively, the “ Aircraft ”);

WHEREAS, Provider is experienced in the management and operation of aircraft and employs pilots and other personnel who are trained and qualified to provide such services, including appropriate flight crew personnel (the “ Flight Crew ”); and

WHEREAS, Owner desires to engage Provider to provide aircraft management services, maintenance and other aviation and aviation support services with respect to the Aircraft, and Provider desires to provide such services to Owner, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Engagement of Provider .

Scope of Services . Owner hereby engages Provider to provide, and Provider hereby agrees to provide to and on behalf of Owner, the following services (collectively, the “ Services ”) to support Owner’s maintenance and operation of the Aircraft for flights operated by Owner (“ Flights ”) pursuant to Part 91 of the U.S. Federal Aviation Regulations (“ FAR ”), as issued or amended by the Federal Aviation Administration (the “ FAA ”):

Employ, train, and supervise the Flight Crew who are assigned to the Aircraft in accordance with Section 3;

ii.

Perform or cause to be performed maintenance and related service and support functions in accordance with Section 5;

iii.

Obtain and coordinate Aircraft and other insurance in accordance with Section 10;

iv.

Act as a liaison to the FAA and other applicable governmental entities and monitor compliance with applicable statutes, rules and regulations enacted or enforced by such entities;

Secure, maintain and provide hangar, office and shop facilities at Midway Airport, in Chicago, Illinois (the “ Aircraft Base of Operations ”), and at other airport locations as agreed by the parties;

vi.

Provide recordkeeping, reporting, budgeting, payment of Aircraft related invoices and expenses, and other administrative services as set forth herein;

vii.

Perform scheduling and dispatch services for the Aircraft and the Flight Crew and secure all required authority for the operation of the Aircraft;

viii

Provide travel support services, as set forth in Section 6 herein; and

viii.

Consult with Owner and, upon request, provide advice and management supervision concerning the operation, maintenance and administration of the Aircraft.

b. Standards of Operations . Owner and Provider agree that the Aircraft shall at all times be operated and maintained with due and reasonable care in accordance with applicable insurance policies and in compliance with all applicable government regulations, Owner’s and Provider’s internal policies and procedures, and other laws, rules, and regulations pertaining to the Aircraft. Provider and Owner agree that the Aircraft shall be used only as specified in the Aircraft’s Flight Manual (or equivalent documents) and other technical materials governing operation and maintenance of the Aircraft. Provider and Owner further agree not to operate or locate the Aircraft, or suffer the Aircraft to be operated or located, in any area or excluded from coverage by any insurance required by the terms of this Agreement.

2.	Terms of Agreement .

Term . This Agreement shall become effective as of March 18, 2008 and shall continue in effect until March 18, 2010, unless Owner delivers to Provider at least 30 days prior written notice of termination of this Agreement or the Agreement is otherwise terminated in accordance with Section 2(b) or Section 11(c) hereof. The period of time during which this Agreement remains in effect shall be referred to as the “ Term .”

Termination for Material Breach . In the event of any of the following, this Agreement may be terminated immediately by the non-breaching party:

failure by either party to make payments due hereunder within 15 days after the due date, which failure is not cured within 10 days after written notice has been delivered to the defaulting party;

ii.

breach by either party of any material term of this Agreement, which breach is not cured within 15 days after receipt of written notice of such breach (unless diligent efforts are being made to correct such breach, in which case such cure period may be extended by the non-breaching party in its discretion for an addition 15-day period); provided, however, that in the event of a violation of any FAR, Owner may terminate this Agreement immediately;

iii.

operation of the Aircraft when there is a lapse of insurance coverage required by this Agreement; or

iv.

either party makes a general assignment for the benefit of creditors, or is decreed insolvent or bankrupt under any bankruptcy, insolvency or other similar law, or commences a voluntary proceeding seeking liquidation, reorganization or other such relief under any such law or seeking the appointment of a receiver or liquidator over any substantial portion of their respective assets.

Accounting after Termination . Within 30 days after the termination of this Agreement, the parties shall agree on a full accounting and shall settle all accounts between them.

Redelivery of Aircraft and Records . Upon termination of this Agreement, Provider shall redeliver the Aircraft, along with all Aircraft-specific books and records to Owner.

3.	Qualification, Training, and Scheduling of Flight Crew .

Selection . Provider will provide appropriate qualified pilots and other flight and maintenance personnel, each of whom shall be reasonably satisfactory to Owner, to assist and support Owner’s maintenance and operation of the Aircraft. The Flight Crew shall be appropriately trained, certified, and rated as required by the applicable government regulations and insurance policies, and shall meet such additional requirements for employment as Provider, Owner or the U.S. Government may, from time to time, establish. It is agreed that the term “ qualified pilot ” shall be deemed to refer to an individual who meets the following minimum requirements:

holds a valid Airline Transport Pilot’s Certificate with appropriate category, class and type ratings for the Aircraft;

ii.

holds a current first class medical certificate in accordance with FAR §61.23(a)(1);

iii.

is current with respect to FAR Part 61, to conduct operations under FAR Part 91;

iv.

is familiar with Provider’s written policies and procedures;

has satisfactorily completed a recommended or approved ground and flight training course for the Aircraft;

vi.

is approved as a pilot with respect to the Aircraft insurance coverage; and

vii.

is approved as a pilot under the Aircraft Manual.

Removal of Flight Crew . Owner shall have the right, in its sole discretion and at any time, to request the removal of any member of any Flight Crew. Upon such request, Provider shall promptly designate a replacement, subject to the prior approval of Owner. Provider shall not remove Flight Crew without Owner’s prior approval, unless such Flight Crew’s removal is reasonably required to ensure that the Aircraft is operated safely and in compliance with applicable insurance policies, law and regulation.

Flight Crew Agreement . Owner shall enter into a Flight Crew Agreement in the form attached as Schedule B hereof with each Flight Crew provided to Owner pursuant to this Section 3.

Training . On behalf of Owner, Provider will arrange applicable training for the Flight Crew, which training shall meet or exceed the requirements of applicable insurance policies, government regulations, and such additional standards as may be required by Owner. For pilots, such training shall include:

initial aircraft qualification if required;

ii.

annual, Aircraft-specific, recurrent training;

iii.

pilot-in-command qualification (if applicable);

iv.

annual policies and procedures recurrent training;

emergency situations training; and

vi.

professional qualifications enhancement training, as appropriate, such as cockpit resource management (CRM), international operations, and cabin medical safety.

Owner will bear all costs of Flight Crew training specifically related to the make, model or specification of the Aircraft. Provider will bear all costs of Flight Crew training that is not specifically related to the make, model or specification of the Aircraft; provided that if Owner owns an aircraft that is the same airplane make and model as the Aircraft, then such costs will be allocated equitably between Owner and Provider.

Employment of Flight Crew . At all times, the Flight Crew shall remain employees of Provider and all compensation payable to the Flight Crew shall be the sole responsibility of Provider. Notwithstanding Provider’s employment of the Flight Crew but subject to Section 4(c), it is expressly agreed that the Flight Crew shall be, and shall be advised that they are, under the exclusive direction and control of Owner during all Flights.

Non-Exclusive Use. Provider reserves the right to assign and schedule Flight Crew to operate and maintain aircraft other than, and in addition to, Owner’s Aircraft, including aircraft operated by Provider for its own use, provided that assignment and scheduling of such Flight Crew does not (i) materially decrease or delay the availability to Owner of Flight Crew for Owner’s Flights, or (ii) result in any material additional expense to Owner.

Substitute Flight Crew . If Flight Crew are unable to support a requested flight due to such circumstances as sickness, training, vacation, personal emergency, or crew duty limits, Provider will use commercially reasonable efforts to (i) supply substitute personnel meeting the standards set forth in this Agreement (“ Substitute Flight Crew ”), and (ii) inform Owner in advance of the assignment of Substitute Flight Crew.

Post Termination Hiring of Flight Crew . Provider acknowledges that nothing in this Agreement, or any other Agreement between Owner and Provider or Provider and Flight Crew prohibits or penalizes in any way Owner or Flight Crew for Owner’s direct employment of Flight Crew following termination of this Agreement. Owner and Provider agree that during the Term of this Agreement, Owner shall not directly employ any Flight Crew for use in connection with the Aircraft.

4.	Operational Control of Flights.

Control by Owner . During all phases of flight conducted with the Aircraft, Owner shall retain and have operational control of the Aircraft and exclusive possession, command, and control of its Aircraft. Except with regard to decisions made by the pilot-in-command as necessitated by safety considerations described in Section 4(c) or governmental restrictions or

regulations, Owner shall determine when the Aircraft shall be operated, where it shall be operated, and the passengers and/or cargo which shall be carried. Owner acknowledges and understands that, for all Flights, Owner has responsibility for the operational control of the Aircraft and Owner is responsible for compliance with the FAR. “ Operational Control ” includes, but is not limited to, command and control and, except as noted in Section 4(c), exclusive control over:

all members of the Flight Crew during any flight;

ii.

determinations regarding whether any particular Flight may be safely operated;

iii.

initiation and termination of all Flights;

iv.

directions to Flight Crew members regarding the conduct of Flights; and

dispatch or release of flights.

Compliance Assistance . In assisting Owner in Owner’s flight operations, Provider shall ensure that all of the services it provides, including all actions taken and services provided by the Flight Crew, will be in compliance with all applicable foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations, writs, injunctions, awards (including, without limitation, awards of any arbitrator), judgments and decrees applicable to the specified person or entity and to the businesses and assets thereof (including, without limitation, the FAR), flight manuals and related guidance material, mandatory service bulletins issued or supplied by the manufacturer, and insurance requirements. Owner and Provider acknowledge that all Flights shall be operated in accordance with the approved limitations of the Aircraft and under the provisions of Part 91 of the FAR and may carry only such passengers, baggage, and cargo that is not contrary to the provisions of Part 91 of the FAR.

Flight Safety . In accordance with the applicable FAR, the members of the Flight Crew will exercise their respective duties and responsibilities regarding the safety of each Flight conducted hereunder. The parties specifically agree that the pilot-in-command may terminate any Flight, refuse to commence any Flight, or take any other action that, in his/her sole discretion, is necessitated by consideration of safety, without incurring any liability for loss, injury, damage or delay.

5.	Aircraft Maintenance .

Responsibility for Maintenance . Provider, on behalf of Owner and at Owner’s expense, will maintain or arrange for the Aircraft to be maintained in an airworthy condition and in compliance with FAR Part 91, all applicable airworthiness directives, mandatory service bulletins, all applicable Aircraft manufacturers’ warranties, and shall enroll the Aircraft

in and keep in effect the applicable engine manufacturer’s service plan or other such FAA-approved maintenance program under Part 91 of the FAR, providing such program is acceptable to Owner. Provider shall be solely responsible for securing maintenance, preventative maintenance and required or otherwise necessary inspections on the Aircraft. Maintenance provided hereunder shall include, but not be limited to performance of all required inspections, repairs, modifications, maintenance, preventative maintenance, pre-flight maintenance, fueling, internal cleaning, external cleaning, hangaring during such maintenance and overhaul work (collectively, “ Maintenance ”). All Maintenance when completed shall be sufficient to maintain the airworthiness certification of the Aircraft at all times and to ensure the condition of the Aircraft complies with all applicable laws, government regulations, insurance requirements, aircraft manuals, and applicable inspection programs, manufacturer warranties, and additionally, as may be requested by Owner. All repairs, alterations, modifications, additions, and improvements to the Aircraft so made shall become part of the Aircraft and shall be subject to this Agreement.

Maintenance Records . Provider will maintain or cause to be maintained, on Owner’s behalf, accurate, complete and current logbooks and records relating to the Aircraft, including engines and systems, and Maintenance performed thereon, in accordance with the FAR and recordkeeping practices followed by reasonable and prudent businesses in the normal course of maintaining aircraft of the same type as the Aircraft. Such records shall include without limitation scheduled maintenance, repairs, modifications, scheduled inspections, functional tests, and overhauls performed and records relating to personnel performing any and all maintenance on the Aircraft. Such records shall become part of the Aircraft and the property of Owner, shall be subject to this Agreement, and shall be available to Owner at any time upon demand.

Expense Records . Provider shall maintain and keep accurate, complete, and current records relating to the calculation and payment of bills and assessments for services, supplies, and other expenses incurred in connection with the Maintenance of the Aircraft. Such records shall be available to Owner upon request and upon reasonable notification to Provider.

Scheduling Maintenance . Provider will use its commercially reasonable efforts to cooperate with Owner to schedule Maintenance when convenient to Owner, however, no period of Maintenance shall be delayed or postponed for the purpose of scheduling Owner’s Flights, unless said Maintenance can (in Provider’s sole discretion) be safely conducted at a later time in compliance with all applicable laws, government regulations, insurance requirements, aircraft manuals, manufacturer warranties, and applicable inspection programs.

6.	Aircraft Scheduling and Travel Support Services .

Scheduling Services . On behalf of Owner, Provider will schedule the Aircraft and Flight Crew, and provide without limitation, the following services:

receive trip requests from Owner and maintain a log of each trip made, passengers carried, and time en route;

ii.

position and schedule the Flight Crew and provide supplies required by the Flight Crew for the performance of their duties;

iii.

provide information on flight and weather conditions which might affect a Flight;

iv.

arrange for any required landing permits, clearances, and ground handling for domestic and international destinations including visa, immigration, overflight services;

coordinate Aircraft positioning;

vi.

arrange for catering and ground transportation for Aircraft passengers, as requested by Owner; and

vii.

accommodate other reasonable special requests made by Owner.

Unless otherwise required by law, Provider agrees to keep confidential the travel itineraries, passenger lists and related information pertaining to Owner, Owner’s passengers, the Aircraft and any Flights.

Advance Notice of Schedules . Owner shall use its reasonable efforts to provide Provider with scheduling dates and times as far in advance of any given Flight as reasonably possible and, in any case, at least (i) 24 hours in advance of Owner’s planned departure, with respect to Flights within the Continental United States, and (ii) three days in advance of Owner’s planned departure, with respect to all other Flights.

Scheduling Information . For each scheduled departure, Owner shall provide Provider, as early as possible, with the following information:

proposed departure point;

ii.

destination;

iii.

date and time of departure;

iv.

the number of anticipated passengers;

the names, nationality, and company affiliation of each anticipated passenger;

vii.

the date and time of a return flight, if any; and

viii.

any other information concerning the planned Flight that may be pertinent or reasonably requested by Provider or the Flight Crew.

Record Keeping Responsibilities . Provider will maintain facilities and sufficient personnel at its Midway Airport office (and such other office as may be necessary) for recordkeeping and supervision of recordkeeping and accounting related to the Aircraft. Provider shall keep accurate, complete, and current records pertaining to the Aircraft and all Provider’s services provided in connection with the Aircraft in compliance with all FAR recordkeeping requirements, in accordance with applicable legal requirements and generally accepted accounting practices, and in accordance with such recordkeeping practices kept by reasonable and prudent businesses in the normal course of operating a flight department operating aircraft of the same type as the Aircraft. These records shall include records relating to flights conducted, pilot training and licensing, any accidents or incidents involving any of the Aircraft, and all expenses or assessments incurred and payments made in connection with the operation, maintenance, ownership, storage, supervision and management of the Aircraft. Provider agrees to supply Owner with an annual budget and monthly reports and to produce such other special reports regarding the Aircraft as may be reasonably requested by Owner. All relevant records pertaining to the performance of the Services hereunder shall be open for inspection, photocopying and audit by Owner at Provider’s office at any reasonable time throughout the Term and for the period ending two years after the termination of this Agreement. Provider agrees not to destroy or dispose of such records prior to the time when Owner’s right to inspect and audit terminates.

8.	Services Fee and Billing Procedures .

Fees and Expenses . As consideration for the Services provided hereunder, Owner shall pay to Provider a fee of sixty thousand dollars ($60,000.00) per month for up to a maximum of 70 flight hours per month (the “ Service Fee ”). If Owner requests additional Flights after 70 flight hours have been logged for any month, Owner and Provider agree to negotiate, in good faith, a reasonable hourly rate to be paid by Owner to Provider as the Service Fee for each Flight hour in excess of 70 hours for such month. In addition to the Services Fee, Owner also shall reimburse Provider for the following costs and expenses incurred hereunder (collectively, “ Direct Expenses ”):

costs and expenses directly incurred with respect to any Flight, including, without limitation, expenses for fuel, oil, lubricants and other additives; food, lodging, ground transportation and other travel expenses of the Flight Crew; and hangar and tie down costs away from the Aircraft Base of Operation;

ii.

costs and expenses of Aircraft-specific training for the Flight Crew provided pursuant to Section 3(c):

iii.

costs and expenses of repair and maintenance of the Aircraft undertaken pursuant to Section 5 (a); and

iv.

costs and expenses of insurance obtained and maintained specifically for the Aircraft pursuant to Section 10(b).

Billing Procedure . On a monthly basis, Provider will invoice Owner for the Services Fee and for all Direct Expenses incurred each month during the Term. Upon request by Owner, Provider will provide reasonable supporting documentation for all Direct Expenses. Owner will pay Provider’s invoices in cash within 30 days after receipt hereof.

Taxes . All sales, use, personal property, excise and other similar taxes and assessments, including license, registration and other fees, imposed on Owner and relating to the ownership, use and operation of the Aircraft (“Taxes”) shall be paid by Owner to the appropriate tax authority or, to the extent required by applicable law or regulation, to Provider for payment over to the appropriate tax authority. Owner shall indemnify, defend and hold harmless Provider against any liability for Taxes (including any related interest and penalties), provided, however, that Provider shall indemnify, defend and hold harmless Owner against any liability for Taxes (including any related interest and penalties) resulting from Provider’s failure to pay over to a tax authority amounts paid to Provider by Owner for such purpose.

10.	Risk of Loss, Insurance, and Indemnity .

Risk of Loss . Owner shall bear the risk of loss of the Aircraft at all times during the Term, and shall have the sole right to insurance proceeds payable under hull insurance policies in the event of any loss or casualty occurrence. Owner shall not be obligated to repair or replace the Aircraft after a loss or casualty occurrence. Provider shall provide commercially reasonable assistance to Owner in filing claims and securing proceeds payable under Owner’s hull insurance policies for the Aircraft.

Owner’s Insurance . Provider shall obtain and maintain during the Term, on Owner’s behalf, at Owner’s expense and naming Owner as insured, casualty and liability insurance covering the Aircraft and operation of the Aircraft for Flights, which insurance shall be of such types, in such amounts and with such coverage as are customary for entities using aircraft similar to the Aircraft for corporate travel.

Such policies of insurance shall include:

(a)

all-risk hull insurance with respect to such Aircraft, against loss, theft or damage to such Aircraft, including, without limitation, extended coverage with respect to any engine or parts while removed from the Aircraft. The limits of such insurance shall be in such amount as Owner shall determine; and

(b)

comprehensive aviation liability insurance with respect to the Aircraft, including, without limitation, aircraft passenger and property damage coverage, for an amount not less than $400,000,000 combined single limit liability coverage and naming Owner, Provider, and such other persons as each party may reasonably designate as insureds.

ii.

Prior to the first operation of the Aircraft hereunder, Provider shall provide to Owner an insurance certificate reflecting the coverage required by the Agreement and a copy of the policy showing the applicable coverages.

Provider’s Insurance . At all times during the Term and its own cost and expense, Provider shall maintain:

worker’s compensation insurance, in such amounts and with such coverages as are customary for entities that operate or service aircraft as contemplated herein and that provides the applicable statutory benefits for all of Provider’s employees performing services pursuant to this Agreement and includes broad form all-states coverage and an endorsement that specifically provides for waivers of any subrogation, contribution or other recovery rights the insurer may acquire against Owner; and

ii.

commercial general liability insurance, excluding hangarkeeper’s liability coverage and including premises liability coverage, in the amount of $1,000,000 per occurrence, and products and completed operations coverage in the amount of $2,000,000 per occurrence and in the aggregate.

All Required Insurance Policies . All insurance policies maintained in accordance with this Section 10 shall:

be issued by recognized aviation insurance underwriters, reasonably acceptable to Owner;

ii.

include worldwide geographic limits, except that in the case of war, hijacking and allied perils coverage, the coverage territory shall be subject to such excluded territories as is usual in the aviation insurance industry

iii.

be primary without any right of contribution from any other insurance available to Owner or Provider;

iv.

contain a standard clause as to cross liability or severability of interests among insured parties providing that the insurance shall operate in all respects as if a separate policy had been issued covering each party insured except for limits of liability; and

require that insurer provides at least 30 days’ prior notification to Provider and Owner in the event of cancellation, failure to renew, or material reduction in the coverage of the policy and shall include a breach of warranty clause.

Invalidation of Aircraft Insurance . In the event that any insurance on the Aircraft required by this Section 10 is invalidated for any reason, notwithstanding any provision of this Agreement to the contrary, the Aircraft shall not be operated until such time as all such insurance is again valid and in full force and effect.

Waiver of Subrogation . Each of Owner and Provider hereby waives all rights against the other and against those for whom the other is legally responsible for all losses covered by any insurance required to be maintained hereunder or by any additional insurance relating to the Aircraft and its operations, maintenance, or storage. If the insurance policies require an endorsement to provide for continued coverage where there is a waiver of subrogation, the parties will cause the policies to be so endorsed.

General Indemnity . In the event that any claim is made or any suit filed against Owner, or any affiliate of Owner, or any member, officer, director or employee of Owner or an affiliate of Owner (including Owner, the “ Owner Indemnified Persons ”), which claim or suit relates to the possession, maintenance, condition, storage, use, or operation of the Aircraft and is based upon a transaction, incident or occurrence which transpires during the Term hereof and is attributable to a breach by Provider of its obligations hereunder or to the gross negligence or willful misconduct of Provider, then, to the extent not covered by the insurance required to be maintained hereunder, Provider shall indemnify and hold harmless the Owner Indemnified Persons against any and all costs, expenses or judgments arising out of such claim or suit (including, without limitation, reasonable attorneys’ fees and expenses). Notwithstanding any provision of this Agreement to the contrary, in no event shall Provider be liable to Owner Indemnified Persons for an amount in excess of the total fees paid to Provider under this Agreement.

In the event that any claim is made or any suit filed against Provider, or any affiliate of Provider, or any member, officer, director or employee of Provider or an affiliate of Provider (including Provider, the “ Provider Indemnified Persons ”), which claim or suit relates to the possession, maintenance, condition, storage, use, or operation of the Aircraft and is based upon a transaction, incident or occurrence which transpires during the Term, then, to the extent not covered by the insurance required to be maintained hereunder (and/or any other insurance carried by Provider), Owner shall

indemnify and hold harmless the Provider Indemnified Persons against any and all costs, expenses or judgments arising out of such claim or suit (including, without limitation, reasonable attorneys’ fees and expenses), unless such transaction, incident or occurrence is attributable to a breach by Provider of its obligations hereunder or to the gross negligence or willful misconduct of Provider, or, if for any reason any of the insurance required to be obtained and/or maintained by Provider hereunder is not so obtained and/or maintained, such claim or suit would have been covered by such insurance had it been maintained.

Exculpation of Liability and Waiver . EACH PARTY ACKNOWLEDGES AND AGREES THAT: (i) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED; (ii) ANY RIGHT TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION 10; AND (iii) ANY RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, EACH PARTY WAIVES ANY RIGHT TO RECOVER FROM THE OTHER PARTY ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF REVENUE, PROFIT, BUSINESS OPPORTUNITIES EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Survival . The parties’ obligations under this Section 10 shall survive termination of this Agreement.

11.	Loss or Damage to Aircraft .

Damage Reports . Each party shall immediately notify the other, as applicable, of any accident or incident connected with the Aircraft, and shall include in such report the time, place and nature of the accident or incident, the nature and extent of damage caused to property, the names and addresses of persons injured, the names and addresses of witnesses, and such other information as may be relevant to such accident or incident.

“ Accident and incident ” mean the following, as defined in the National Transportation Safety Board (“ NTSB ”) Regulations, 49 C.F.R. § 830.2, as may be amended from time to time:

(a)

Aircraft accident means an occurrence associated with the operation of an aircraft which takes place between the time any person boards the aircraft with the intention of flight and all such persons have disembarked, and in which any person suffers death or serious injury, or in which the aircraft receives substantial damage

(b)

Incident means an occurrence other than an accident, associated with the operation of an aircraft, which affects or could affect the safety of operations.

Repairs . Following an accident or incident, Provider shall make or arrange for repair to the Aircraft only after consultation and agreement with Owner.

Total Loss . In the event of an actual or constructive total loss of the Aircraft, this Agreement shall terminate except with respect to the provisions of this Agreement regarding Insurance, Indemnification, and Termination, which shall survive the total loss of the Aircraft.

12.

No Lien . Provider will not create or incur any mortgage, pledge, lien, charge, encumbrance, security interest, right or claim of any kind (“ Lien ”) on, or with respect to, the Aircraft, title thereto or any interest therein, other than mechanics liens to be discharged in the ordinary course of business.

13.	Miscellaneous Provisions .

Notices . All notices required or permitted hereunder shall be in writing and shall be delivered by personal service, by the United States mail (registered or certified mail), by prepaid overnight courier or by confirmed facsimile transmission, in any case addressed to the intended recipient as follows:

If to Owner :

Rosemont Project Management, L.L.C.

71 South Wacker Drive, Suite 1200

Chicago, Illinois 60606

Facsimile: (312) 780-5282

Attention: General Counsel

If to Provider :

The Marmon Group LLC

181 West Madison Street, 26 ^th Floor

Chicago, Illinois 60606

Facsimile: (312) 845-8769

Attention: General Counsel

Any such communication shall be deemed received by the addressee thereof (i) when delivered by personal service, (ii) three business days after it is sent by registered or certified mail, return receipt requested, (iii) two business days after it is sent via a reputable overnight courier service, or (iv) upon receipt by the sender of confirmation of transmittal via facsimile. Any party may change its address for receipt of notice from time to time by delivering at least five days’ prior written notice of such change to the other party hereto in the manner prescribed above.

Assignment . The rights and/or obligations of any party under this Agreement may not be assigned by such party without the prior written consent of the other party hereto; provided, however, that Owner may assign this Agreement, in whole but not in part, to any affiliate of Owner (or other person or entity with Provider’s prior written consent) that hereafter acquires ownership of the Aircraft (in which event such assignee shall execute a joinder to this Agreement and shall become the “Owner” as used herein). This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

Force Majeure . Neither party shall be liable for any failure or delay hereunder to the extent such failure or delay is due to acts of God or a public enemy; civil war, insurrection or riots; fires, explosions, or serious accidents, strikes or labor disputes, the inability, after exercising all due diligence, to obtain necessary materials or equipment from the manufacturers thereof; or any other cause beyond the reasonable control of such party.

Independent Contractors . Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between Provider and Owner or their respective successors and assigns, the relationship between Provider and Owner being solely that of independent contractors.

Governing Law: Consent to Jurisdiction . This Agreement shall governed by the substantive law of the State of Illinois, without regard to its choice of law rules. Owner and Provider agree that all actions or proceedings initiated by any party hereto and arising directly or indirectly out of this Agreement that are brought pursuant to judicial proceedings shall be litigated in the United States District Court for the Northern District of Illinois, or in the event such court cannot or shall not exercise jurisdiction, in the Circuit Court in and for the County of Cook, Illinois. Owner and Provider hereby expressly submit and consent in advance to such jurisdiction and agree that service of summons and complaint or other process or papers may be made by registered or certified mail addressed to the relevant party or parties at the address to which notices are to be sent pursuant to Section 10(a). Owner and Provider hereby waive any claim that the United States District Court for the Northern District of Illinois or the Circuit Court in and for the County of Cook, Illinois is an inconvenient forum or an improper forum based on lack of venue.

Severability . The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of (i) the remainder of this Agreement in such jurisdiction or (ii) such one or more provisions in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

Entire Agreement . This Agreement, including all exhibits hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all other agreements, communications, and understandings (whether oral or written) between the parties, including that certain Aircraft Administrative and Flight Services Agreement, dated as of October 1, 2006, between the parties, which shall be terminated and superseded by this Agreement. This Agreement shall not be modified, altered or amended or waived in whole or in part except in writing duly signed by an authorized representative of each party.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. The persons signing below warrant their authority to sign.

PROVIDER :


THE MARMON GROUP LLC		ATTEST:

By:	/s/ Frank S. Ptak
	Frank S. Ptak	Title:
	President & Chief Executive Officer

[SIGNATURE PAGE TO AIRCRAFT ADMINISTRATIVE

AND FLIGHT SERVICES AGREEMENT (N312P)]

OWNER :


ROSEMONT PROJECT MANAGEMENT, L.L.C.		ATTEST:

By:	/s/ Kirk Rose
	Kirk Rose	Title:
	Vice President & Treasurer

[SIGNATURE PAGE TO AIRCRAFT ADMINISTRATIVE

AND FLIGHT SERVICES AGREEMENT (N312P)]

Schedule A


Airplane Make and Model:		2000 Dassault Falcon 900-EX
Serial No.:		067
Registration No.:		N312P
Engine Make and Model:		Honeywell TFE 731-60-1C turbofan engines
Engine Serial Nos:		112314, 112315 and 112318

Schedule B

Form of

FLIGHT CREW MEMBER AGREEMENT

This Flight Crew Agreement (“ Agreement ”) is made this day of , 200 , by and between ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (“ Owner ”), and (“ Flight Crew Member ”), having an address of .

W I T N E S S

WHEREAS, Owner owns the aircraft described on Schedule A (the “ Aircraft ”) for use in support of its business;

WHEREAS, Flight Crew Member is qualified to serve in the capacity of aboard the Aircraft when it is operated by Owner in accordance with Part 91 of the Federal Aviation Regulations (“ FAR ”);

WHEREAS, Owner desires Flight Crew Member to serve aboard the Aircraft during Owner’s aircraft operations (“ Flights ”); and

WHEREAS, Flight Crew Member desires to serve aboard the Aircraft during Owner’s Flights.

NOW THEREFORE, in consideration of the promises and of the mutual covenants, agreements, representations and warranties herein contained:

Flight Crew Member and Owner agree as follows:

•

When Flight Crew Member serves aboard the Aircraft during Owner’s Flights, Flight Crew Member is an agent of Owner. This includes Flight Crew Member’s performance of pre-flight and post-flight duties; and

•

With respect to compliance with the FAR, both Owner and Flight Crew Member are accountable for the actions and inactions of Flight Crew Member while Flight Crew Member is conducting Owner’s Flights.

Flight Crew Member hereby represents and warrants to Owner:

•

Flight Crew Member is trained/tested and qualified to accept assignment and perform all duties with respect to Owner’s Flights conducted on the Aircraft;

•

Flight Crew Member holds the appropriate airman certificate to conduct FAR Part 91 operations with the Aircraft;

•

Flight Crew Member holds the appropriate medical certificate to conduct FAR Part 91 operations with the Aircraft; and

•

Flight Crew Member understands that for all Owner’s flight operations conducted in the Aircraft, he or she must follow the direction and instruction of Owner and must not follow the direction or instruction of any other person or entity if such instructions are contrary to Owner’s directions or instructions, provided that the foregoing does not apply to:

(1) Air Traffic Control instructions, clearances, Notices to Airmen (NOTAMs) received from FAA or cognizant foreign Air Traffic Control authorities;

(2) Aeronautical safety of flight information received by the pilot;

(3) Operation under the authority of the pilot-in-command in accordance with FAR Sections 91.3(b); and

(4) Instructions that are inconsistent with the FAR or the current Flight Operations Manual.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Flight Crew Member Agreement, as of , 200 .


FLIGHT CREW MEMBER :

Signature:

Printed Name:


OWNER :

ROSEMONT PROJECT MANAGEMENT, L.L.C.

By:
Name:
Title:

[SIGNATURE PAGE TO FLIGHT CREW MEMBER AGREEMENT]

Schedule A

to Flight Crew Member Agreement


Airplane Make and Model:		2000 Dassault Falcon 900-EX
Serial No.:		067
Registration No.:		N312P
Engine Make and Model:		Honeywell TFE 731-60-1C turbofan engines
Engine Serial Nos:		112314, 112315 and 112318

Exhibit 10.31

TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”) is made and entered into as of July 1, 2009 between NAVIGATOR INVESTMENTS, L.L.C., a Delaware corporation (“Owner”) and GLOBAL HYATT CORPORATION, a Delaware corporation (“Lessee”).

W I T N E S S E T H :

WHEREAS, Owner is the registered owner of that certain Gulfstream Aerospace Gulfstream 200 aircraft bearing the United States Registration Number N957P (the “Aircraft”);

WHEREAS, Owner contracts to provide a fully qualified flight crew to operate the Aircraft (the “Flight Crew”);

WHEREAS, Owner and Lessee desire to lease the Aircraft on a non-exclusive time-sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (“FAR”);

WHEREAS, this Agreement sets forth the understanding of the parties as to the terms under which Owner will provide each Lessee with the use, on a periodic basis, of the Aircraft operated by the Owner; and

WHEREAS, the use of the Aircraft will at all times be pursuant to, and in full compliance with, the requirements of FAR Part 91, particularly Sections 91.501(b)(6), 91.501(c)(1), and 91.501(d).

1. Term; Lease . This Agreement shall become effective as of the date hereof (the “Effective Date”) and shall continue in effect until December 31, 2012 provided either Party may terminate this Agreement for any reason upon at least 45 days prior written notice to the other Party. In addition, this Agreement shall automatically terminate upon sale of the Aircraft by Owner. From and after the Effective Date until the termination of this Agreement, Owner hereby agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR Sections 91.501(b)(6), 91.501(c)(1), and 91.501(d) from time to time on a non-exclusive basis and on an “as needed and as available basis” and to provide the services of the Flight Crew for all operations pursuant to this Agreement.

2. Scheduling . Lessee shall provide Owner, or a person designated by Owner, with requests for flights and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least (a) 24 hours in advance of the Lessee’s planned departure, with respect to flights within the continental United States, and (b) three (3) days in advance of the Lessee’s planned departure, with respect to all other flights, provided that Owner may waiver the required notice provisions in its sole discretion. Requests for flights shall be in a written form that shall be provided by the Lessee by Owner, or a person designated by Owner, and shall include:

(a)

proposed departure point;

(b)

destination;

(c)

date and time of flight;

(d)

the number of anticipated passengers;

(e)

the names of the anticipated passengers;

(f)

the nature and extent of luggage and/or cargo to be carried; and

(g)

the date and time of a return flight, if any.

In addition, the Lessee shall provide any other information concerning the proposed flight that may be pertinent or required by Owner or the Flight Crew. Owner shall have final authority over the scheduling of the Aircraft; provided, however, that Owner shall use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that, in his or her judgment, would compromise the safety of the flight.

3. Flight Fee . For each flight provided for Lessee under this Agreement, Lessee shall pay Owner an amount (the “Flight Fee”) equal to the “Direct Cost Rate” published annually by Conklin & de Decker (or any comparable publication if Conklin & de Decker is no longer available or no longer appropriate to use for this purpose) for operating a Gulfstream Aerospace Gulfstream 200 aircraft for the applicable Flight Time, but in no event shall the amount paid exceed the actual expenses incurred for the flight, determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum of the following costs and expenses:

(a)

fuel, oil, lubricants and other additives;

(b)

travel expenses of the Flight Crew, including food, lodging and ground transportation;

(c)

hangar and tie down costs away from the Aircraft’s base of operation;

(d)

insurance obtained for the specific flight;

(e)

landing fees, airport taxes and similar assessments;

(f)

customs, foreign permits, and similar fees directly related to the flight;

(g)

in-flight food and beverages;

(h)

passenger ground transportation;

(i)

flight planning and weather contract services; and

(j)

an additional charge equal to 100 percent of the fuel, oil, lubricants and other additives expense listed in item (a) above.

Owner will provide periodic invoices to each Lessee for the expenses enumerated in this Section 3. Each Lessee shall pay Owner for these expenses within thirty (30) days after receipt of the related invoice.

4. Expenses . Owner shall pay for and provide the Flight Crew for each flight undertaken under this Agreement. Owner shall pay all expenses related to operation and maintenance of the Aircraft.

5. Maintenance . Owner shall be solely responsible at its sole cost and expense for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft and shall take such requirements into account in scheduling the Aircraft. No period of operations maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling a flight under this Agreement unless such maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations and within the sound discretion of the pilot in command.

6. Flight Crew Authority . In accordance with the applicable FAR, the Flight Crew shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the Flight Crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for any loss, injury, damage or delay to the Lessee who requested such flight or any other person. The Lessee further agrees that Owner shall not be liable for any delay or failure to furnish the Aircraft and the Flight Crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other causes outside the reasonable control of Owner.

7. Operational Control . “Operational Control” means the exercise of authority over initiating, conducting or terminating a flight, subject to the pilot-in-command’s authority for all safety of flight matters. It includes the authority to determine when the Aircraft shall be operated, where it shall be operated and the passengers and/or cargo who or which shall be carried. IT IS HEREBY AGREED AND ACKNOWLEDGED BETWEEN OWNER AND LESSEE THAT DURING ALL PHASES OF FLIGHTS CONDUCTED UNDER THIS AGREEMENT, OWNER SHALL RETAIN AND HAVE (I) OPERATIONAL CONTROL OF

THE AIRCRAFT, AND (II) POSSESSION, COMMAND AND CONTROL OF THE AIRCRAFT. In addition, Owner further acknowledges operational control by exercising Owner’s authority over initiating, conducting and terminating each flight.

8. Insurance . The risk of loss during the period when the Aircraft is operated on behalf of Lessee under this Agreement shall remain with Owner, and Owner will retain all rights and benefits with respect to the proceeds payable under policies of hull insurance maintained by Owner that may be payable as a result of any incident or occurrence while the Aircraft is being operated on behalf of Lessee under this Agreement. Lessee and Lessee’s owners, partners, officers and directors shall be named as named or additional insureds on liability insurance policies maintained by Owner on the Aircraft with respect to flights conducted pursuant to this Agreement. Owner shall provide such additional insurance coverage with respect to a given flight as Lessee shall request or require.

9. Liability and Indemnity . All liability relating to maintenance and operation of the Aircraft, regardless of whether operated pursuant to this Agreement or otherwise, will be and shall remain with Owner. Owner assumes and shall bear the entire risk of loss, theft, confiscation, damage to, or destruction of the Aircraft. Owner shall release, indemnify, defend and hold harmless Lessee and its respective officers, directors, partners, employees, shareholders, and guests from and against any and all losses, liabilities, claims, judgments, damages, fines, penalties, deficiencies and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered by Lessee on account of a claim or action made or instituted by a third person arising out of or resulting from operations of the Aircraft hereunder and/or any services provided by Owner to Lessee hereunder, except to the extent attributable to the gross negligence or willful misconduct of Lessee or Lessee’s guests on the Aircraft.

THIS SECTION 10 SHALL SURVIVE TERMINATION OF THIS AGREEMENT

10. No Warranty . NEITHER OWNER (NOR ITS AFFILIATES OR AGENTS) MAKES, HAS MADE, OR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE AIRCRAFT OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS.

11. Lessees’ Representations . Lessee hereby represents and warrants to Owner that:

(a)

it shall use the Aircraft for and on account of its and its subsidiaries own business only and shall not use the Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b)

it shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft whether permissible or impermissible under this Agreement, nor shall there be any attempt by any party hereto to convey, mortgage, assign, lease or any way alienate the aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(c)

during the term of this Agreement, it shall abide by and conform to all such laws, governmental and airport orders, and rules and regulations as shall be in effect from time to time that relate in any way to the operation and use of the Aircraft by a time sharing lessee.

12. Base of Operations . For purposes of this Agreement, the permanent base of operation of the Aircraft shall be in Chicago, Illinois.

13. Assignment . Neither this Agreement nor either Party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their heirs, representatives and successors.

14. Notices . All notices required or permitted hereunder shall be in writing and shall be delivered by personal service, by the United States mail (registered or certified mail), by prepaid overnight courier or by confirmed facsimile transmission, in any case addressed to the intended recipient as set forth below:


If to Owner:		If to Lessee:

NAVIGATOR INVESTMENTS, L.L.C.		GLOBAL HYATT CORPORATION
71 South Wacker Drive, Suite 900		71 South Wacker Drive, Suite 1200
Chicago, IL 60606		Chicago, IL 60606
Telephone:	312-803-8575	Telephone:	312-780-5659
Facsimile:	312-873-4496	Facsimile:	312-780-5291
Attention:	Gary Smith	Attention:	Harmit Singh

Any such communication shall be deemed received by the addressee thereof (i) when delivered by personal service, (ii) three business days after it is sent by registered or certified mail, return receipt requested, (iii) two business days after it is sent via a reputable overnight courier service, or (iv) upon receipt by the sender of confirmation of transmittal via facsimile. Either Party may change its address for receipt of notice of such change by sending a notice to the other Party in the manner prescribed above.

15. Governing Law . The Parties hereto acknowledge that this agreement shall be governed by and construed in all respects in accordance with the substantive laws of the State of Illinois (without regard to its choice of laws rules).

16. Entire Agreement; Amendment . This Agreement sets forth the entire agreement between the Parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may only be amended, modified or supplemented in whole or in part at any time by an agreement in writing between the Parties executed in the same manner as this Agreement.

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

18. Supersedes Prior Agreements . This Agreement expressly supersedes any prior written or oral understandings or agreements between the Parties with respect to the Aircraft.

19. Severability . If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. No Waiver . The failure of a party to require performance of any provision of this Agreement shall in no way affect that party’s right thereafter to enforce such provision nor shall the waiver by a Party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

21. Truth In Leasing . This Agreement will be filed as required to comply with Section 91.23(c)(1) of the FAR.

Owner agrees to comply with the notification requirements of FAR Section 91.23 by mailing a copy of this Agreement for and on behalf of both Parties to: Flight Standards Technical Division, P.O. Box 25724, Oklahoma City, Oklahoma 73125, within twenty-four (24) hours of its execution and by notifying, or by a person designated by Owner notifying, by telephone or in person the FAA Flight Standards District Office nearest the airport from which the first flight under this Agreement shall originate at least forty-eight (48) hours prior to that first flight under this Agreement. A COPY OF THIS AGREEMENT SHALL BE CARRIED IN THE AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

(b) OWNER, WHOSE ADDRESS APPEARS IN SECTION 14 HEREOF AND WHOSE AUTHORIZED SIGNATURE APPEARS BELOW, AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF SUCH AIRCRAFT.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The persons signing below warrant their authority to sign.


Owner :

Navigator Investments, L.L.C., a Delaware corporation

By:		/s/ Gary Smith
Name:		Gary Smith
Its:		Vice President, Assistant Secretary and Treasurer

Lessee :

GLOBAL HYATT CORPORATION, a Delaware corporation

By:		/s/ Randa Saleh
Name:		Randa Saleh
Its:		Senior Vice President

Exhibit 10.37

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “ Agreement ”), dated as of December 31, 2008 (the “ Effective Date ”), is entered into by and between Hyatt Corporation, a Delaware corporation (“ Licensor ”), and CC-Development Group, Inc., a Delaware corporation (“ Licensee ”). Each of Licensor and Licensee are sometimes referred to herein, individually, as a “ Party ” and, collectively as the “ Parties .”

RECITALS

WHEREAS, pursuant to a Purchase Agreement dated as of December 31, 2008 (the “ Purchase Agreement ”), among Classic Residence Management Limited Partnership (“ CRM LP ”), H Mark, L.L.C. (“ H Mark ”) and IHE, INC. (“ IHE ”) (collectively, the “ Buyers ”), CRM LP (i) assigned to the Buyers all of its right, title and interest in and to the trademark and service mark CLASSIC RESIDENCE BY HYATT, including any portrayal, logo, representation or depiction thereof, the registrations thereof with the United States Patent and Trademark Office (U.S. Reg. Nos. 1,536,978 & 2,934,976), and all common law rights with respect thereto, the goodwill associated therewith and all rights to sue and recover for past, present and future infringement thereof (collectively referred to herein as the “ CRbH Mark ”) and (ii) agreed to cease and desist use of the domain name “classichyatt.com”, “classichyatt.org”, “hyattclassic.com” and “hyattclassic.org” (the “ Domain Names” ), other than pursuant to this Agreement, which Domain Names are currently registered to Classic Residence by Hyatt, a d/b/a used by CRM LP;

WHEREAS, (i) members of H Mark and (ii) IHE and its subsidiaries are holders of at least 90% of the issued and outstanding common stock of Global Hyatt Corporation, a Delaware corporation (“ GHC ”);

WHEREAS, immediately following the closing of the transactions contemplated by the Purchase Agreement, (i) the members of H Mark contributed their interests in H Mark to GHC, (ii) IHE contributed its ownership interest in the CRbH Mark to GHC, and (iii) GHC contributed all of its right, title and interest in and to the interests in H Mark and the CRbH Mark to Licensor, a wholly owned subsidiary of GHC;

WHEREAS, Licensor is now the owner of all right, title and interest in and to the CRbH Mark;

WHEREAS, prior to the closing of the transactions contemplated by the Purchase Agreement, Licensee and its Subsidiaries (the “ Classic Companies ”) rendered services to the general public using the CRbH Mark;

WHEREAS, pursuant to the Purchase Agreement, the Buyers agreed that they would or would cause the applicable direct or indirect assignee of Buyers’ right, title and interest in and to the CRbH Mark to grant a limited license to Licensee to permit the Classic Companies to continue use of the CRbH Mark and the Domain Names (i) for a transition period during which the Classic Companies, subject to the continued use described in clauses (i) and (ii) below, either (A) will re-brand the Business (as defined

below) and cease their use of the CRbH Mark and the Domain Names or (B) cease the use of the CRbH Mark and the Domain Names upon the occurrence of a Change of Control (as defined below), (ii) to the extent necessary to permit the Classic Companies to comply with pre-existing contractual obligations to third parties and (iii) as required by applicable laws, regulations or governmental authorities; and

WHEREAS, Licensor is willing to provide a limited license to Classic subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

In addition to the other terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used in this Agreement:

1.1 “ Business ” means the business of the Classic Companies conducted as of Effective Date, and as may thereafter be conducted of (i) providing Congregate Residential Services and (ii) leasing, managing, marketing, operating and owning Congregate Residential Facilities.

1.2 “ Change of Control ” means the occurrence of any of the following events:

(i) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), other than any holders of the securities of Licensee (and their Affiliates) immediately prior to the relevant measurement date, acquires or beneficially owns, directly or indirectly, securities representing more than fifty percent (50%) of the total combined voting power of Licensee. The term “ Affiliate ” means any partnership, corporation, firm, joint venture, association, trust, unincorporated organization or other entity that, directly or indirectly, through one or more intermediaries, is controlled by trustees of the trusts (in their capacity as trustees) which own at least a majority of securities of Licensee as of January 1, 2009;

(ii) the consummation of a merger or consolidation of Licensee (a) in which Licensee is not the continuing or surviving entity (other than a consolidation or merger with a wholly-owned subsidiary of Licensee or an Affiliate in which all outstanding shares of common stock of Licensee (the “ Common Stock ”) immediately prior to the effectiveness thereof are changed into or exchanged for all or substantially all of the common stock of the surviving entity) or (2) pursuant to which, even though Licensee is the continuing or surviving entity, the outstanding shares of Common Stock are converted into cash, securities or other property; or

(iii) the consummation of the sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Licensee.

1.3 “ Congregate Residential Facilities ” means assisted living, independent living, retirement and nursing residential, or any combination of the foregoing, facilities and related improvements, fixtures, furnishings and equipment, which facilities are leased, managed, marketed, operated or owned by any one of the Classic Companies and are primarily intended for the use and occupancy by individuals who are 62 years of age or older, whether such facilities are rental, life care, condominium, or other form of senior living communities.

1.4 “ Congregate Residential Services ” means services to residents of Congregate Residential Facilities now or hereafter provided by any of the Classic Companies.

1.5 “ Controlling ”, “ controlled ”, “ controlled by ”, “ control ” and “ under common control with ” mean the ability, by ownership of voting securities or otherwise, directly or indirectly, through one or more intermediaries, to direct the managerial and operating policies of any Person.

1.6 “ First Class Standard ” means (i) with respect to the Congregate Residential Facilities, a standard of quality of maintenance, construction, furnishing, finishing and equipping substantially commensurate with or better than the standard as of the Effective Date found in the Congregate Residential Facilities operated by any of the Classic Companies and offering to the residents thereof services comparable to the Congregate Residential Services and (ii) with respect to Congregate Residential Services and other operations of the Congregate Residential Facilities, a standard of quality commensurate with or better than the standard of operation and services as of the Effective Date found in the Congregate Residential Facilities operated by any of the Classic Companies, subject in the case of clauses (i) and (ii), during the Transition Period, to reasonable adjustments, approved as a policy matter by the Board of Directors of Licensee, designed to address market and economic conditions that impact the Business.

1.7 “ Person ” means an individual, corporation, partnership, joint venture, limited liability company or limited liability partnership, association, trust, estate or other fiduciary, any other legal entity, and any government or governmental entity.

1.8 “ Subsidiary ” means (i) with respect to any Person (the “ Parent ”), any other Person which the Parent controls, directly or indirectly, whether through the ownership of securities or otherwise or (ii) entities in which Licensee and/or any of the entities in clause (i) of this Section 1.8 has an investment and which is managed by Licensee or any of the entities in clause (i) of this Section 1.8 using the CRbH Mark licensed under Section 2.1 hereof.

1.9 “ Term ” has the meaning set forth in Section 5.1 hereof.

1.10 “ Territory ” means within the United States.

1.11 “ United States ” means the United States of America, its territories and possessions.

ARTICLE II.

LICENSE GRANT

2.1 License Grant for CRbH Mark .

(a) Subject to the terms of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive right during the Term to use, or permit its Subsidiaries to use the CRbH Mark within the Territory only in connection with the conduct of the Business, including promotions and advertising associated with the Business and business cards, stationery, brochures and other literature, internal and external signage, containers, labels, packaging and materials used in connection with the conduct of the Business; provided, however, such use is limited to and only permitted: (i) for a transition period beginning on the Effective Date and ending upon the earlier to occur of (A) December 31, 2010 and (B) the consummation of a Change of Control (the “ Transition Period ”) for the purposes described in Section 2.3(a) below, (ii) during and after the Transition Period, to the extent necessary to permit each of the Classic Companies to comply with its contractual obligations to third parties in effect on the Effective Date and (iii) during and after the Transition Period, to permit each of the Classic Companies to comply with applicable laws or regulations or with any license or permit issued by any governmental authority in connection with the Business (the usage described in the immediately preceding clauses (ii) and (iii) are referred to herein as “ Mandatory Usage ”).

(b) The limited license granted pursuant to this Section 2.1 shall automatically terminate with respect to any Mandatory Usage to the extent it is no longer required to permit the Classic Companies to comply with the conditions that give rise to such Mandatory Usage.

(c) In the event of termination of the Transition Period due to a Change of Control, the Licensor will use reasonable efforts to agree with Licensee on terms of limited, continued use of the CRbH Mark for a wind down period not to exceed 30 days following the consummation of the Change of Control; provided that no such continued use shall be permitted absent a written agreement executed by the Parties on terms satisfactory to Licensor in its reasonable discretion.

2.2 License Grant for Domain Names . Subject to the terms of this Agreement, Licensor hereby grants the Licensee an exclusive license to use the Domain Names for the purpose of operating one or more websites in connection with the Business; provided, however, such use is limited to and only permitted for the Transition Period, and with the prior written consent of Licensor (which consent shall not be unreasonably withheld) to support Mandatory Usage of the CRbH Mark for a period not to exceed 90 days

following the end of the Transition Period. Licensee shall not transfer, lease or pledge the Domain Names to any third party, nor shall the Licensee sublicense the Domain Names. During the Transition Period, Licensor and Licensee will use commercially reasonable efforts to cooperate in formulating and implementing a plan to redirect internet traffic from one or more of the Domain Names to another domain name established by Licensee in connection with the Business.

2.3 Obligations of Licensee to Cease Use of the CRbH Mark and the Domain Names. Licensee shall (a) cause the Classic Companies to cease their individual and collective use of the CRbH Mark and the Domain Names and re-brand the Business by the end of the Transition Period, subject, in the case of the CRbH Mark to Mandatory Usage and (b) with respect to the CRbH Mark use commercially reasonable efforts to eliminate all Mandatory Usage by the Classic Companies as soon as practicable.

2.4 Rights and Obligations of Subsidiaries . The Parties agree that the Subsidiaries shall not receive nor be deemed to receive any direct rights under this Agreement, but that Licensee may make such rights to use the CRbH Mark and the Domain Names it receives under this Agreement available to such Subsidiaries; provided, that, Licensee shall be responsible for ensuring compliance by the Subsidiaries with the obligations of Licensee hereunder, and Licensee shall be liable to Licensor for any breach by any Subsidiary of such obligations.

2.5 Reservation of Rights . Subject to Section 6.1(b) below, Licensor expressly reserves to itself all rights in, to and with respect to the CRbH Mark and the Domain Names to the extent not expressly granted to Licensee hereunder.

ARTICLE III.

USE OF THE CRbH MARK AND DOMAIN NAMES BY LICENSEE

3.1 First Class Standard . Licensee shall conduct the Business in a manner that is at least commensurate with the First Class Standard. Following the Transition Period, Licensor may, in its discretion, make reasonable modifications to the First Class Standard; provided, that any deviations from such First Class Standard (as so modified) as are being practiced by Licensee as of the date of such modification, but which were in compliance with the First Class Standard in effect immediately prior to such modification, shall be deemed approved.

3.2 Compliance with Trademark Usage Guidelines . Subject to the last sentence of this Section 3.2, Licensee’s use of the CRbH Mark will comply at all times and in all material respects with Licensee’s trademark usage guidelines attached hereto as Exhibit 3.2 (the “ Guidelines ”), which Guidelines are in effect as of the Effective Date. Following the Transition Period, Licensor reserves the right to direct Licensee to conform to such further quality standards as may be reasonably set by Licensor and reserves all rights of review, approval and inspection which are necessary to achieve this result. Any deviations from the Guidelines shall require the prior written approval of Licensor;

provided that such deviations as are being used at the Congregate Residential Facilities where such use constitutes Mandatory Usage as of the Effective Date (“ Existing Variations ”), shall be deemed approved; provided, further that at such time as the programs including such Existing Variations are terminated, such approval shall also be terminated with respect to such Existing Variation(s).

3.3 Affixation of Notice of Trademark Protection and Acknowledgement . Licensee agrees to use its commercially reasonable efforts to affix to any advertising, promotional, display or other material which uses, incorporates or displays the CRbH Mark the appropriate notice of trademark protection as may be requested by Licensor (e.g., “TM”, “SM” or “ ^® ”) and, following the Transition Period, an acknowledgement that the CRbH Mark is the property of Licensor; provided that during the Transition Period, the Classic Companies may continue to use any materials produced in the ordinary course of business consistent with past practices prior to the Effective Date.

3.4 Right to Receive Samples . Upon Licensor’s reasonable request, Licensee shall, at its expense, provide Licensor with representative samples of signage, advertising, marketing and promotional materials and all other written or broadcast materials distributed or being developed for distribution in connection with the Business for Licensor’s review of Licensee’s compliance with its obligations hereunder.

3.5 Right of Inspection . Upon Licensor’s request, Licensee shall permit Licensor and/or Licensor’s representatives to enter into and inspect during normal business hours and upon reasonable notice, any properties affiliated with the Business for purposes of evaluating Licensee’s compliance with this Agreement.

3.6 Further Limitations .

(a) Licensee shall not and shall cause each of its Subsidiaries not to (i) do or cause any act or thing which may in any way contest or impair any part of Licensor’s right in and to the CRbH Mark or the Domain Names; (ii) file any applications for registration of the CRbH Mark, any similar terms, or any terms embodying in whole or in part the CRbH Mark, in the United States Patent and Trademark Office, any state or foreign country; (iii) adopt or use, without Licensor’s prior written consent, any word or mark which is similar to or likely to be confused with the CRbH Mark (other than use of the words “Classic” and/or “Residence” which do not include the word “Hyatt”) or “Hyatt”, or (iv) file any applications for registration of the Domain Names, or any similar domain names.

(b) Licensee shall not, and shall not permit any of its Subsidiaries to, in any manner represent that it has any ownership of the CRbH Mark (or any registration thereof) or the Domain Names (or registration thereof), except to the extent that such representations were included in print material generated before the Effective Date.

(c) Any and all goodwill arising from the Classic Companies’ use of the CRbH Mark shall inure solely to the benefit of Licensor, and neither during nor after the termination of this Agreement and the license granted hereunder shall any of the Classic Companies assert any claim to the CRbH Mark or such goodwill. Licensee shall not, and shall cause each of its Subsidiaries not to, take any action that would reasonably be expected to be detrimental to the goodwill associated with the CRbH Mark or with Licensor or any of Licensor’s subsidiaries; provided that, during the Transition Period, actions required or permitted under this Agreement to be taken by Licensee to discharge its obligations under this Agreement shall be deemed not to violate this covenant.

3.7 Creation of New Marks . Should Licensee or its Subsidiaries, contractors or vendors develop new marks, slogans or designs which incorporate the CRbH Mark in any manner, such new marks, slogans or designs shall be the property of Licensor, are hereby assigned to Licensor without the requirement of any further action, and shall be deemed included in the license to Licensee as provided in this Agreement only with the prior written consent of Licensor, which consent may be withheld by Licensor in its sole discretion. Licensee agrees to execute, and to cause its Subsidiaries to execute, such other and further documents to evidence Licensor’s rights under this section.

ARTICLE IV.

CONSIDERATION

4.1 Consideration. The consideration for the grant by Licensor of the license pursuant to Section 2.1 above was taken into account in determining the purchase price paid to CRM LP under the Purchase Agreement and as a result, Licensee shall have no payment obligations to Licensor for the grant of the license under this Agreement; provided, however, Licensee will continue to be obligated for any damages arising from or relating to any breach that it or its Subsidiaries have committed under this Agreement.

ARTICLE V.

TERM AND TERMINATION

5.1 Term . Subject to earlier termination pursuant to Section 5.2 or 5.3 below, this Agreement shall be effective on the Effective Date and shall remain in effect until the later of: (a) the last day of the Transition Period and (b) with respect to the CRbH Mark only, the date on which there is no further need for Mandatory Usage of the CRbH Mark by any of the Classic Companies.

5.2 Termination by Licensee . Licensee may terminate this Agreement at any time upon no less than thirty (30) days’ prior written notice to Licensor.

5.3 Termination by Licensor . Licensor may terminate this Agreement (other than with respect to Mandatory Usage subject to Section 5.6) if an arbitrator at any time determines pursuant to Article VIII that one or more of the Classic Companies has breached any material provision of this Agreement and failed to cure any such breach within 20 days following written notice of such breach from Licensor to Licensee.

5.4 Consequences of Termination .

(a) Upon termination of this Agreement, all rights granted to Licensee hereunder shall automatically terminate and revert to Licensor (other than with respect to Mandatory Usage subject to Section 5.6). The Classic Companies shall cease all use of the CRbH Mark and the Domain Names, including the prompt removal of the CRbH Mark from all facilities, buildings, signage, and promotional material.

(b) Without in any way limiting the generality of the foregoing, upon the termination of this Agreement, all interior and exterior signs and graphics bearing the CRbH Mark shall be promptly removed from the premises, or otherwise covered or obliterated so as not to be visible to the public, all at Licensee’s expense.

(c) Under no circumstances shall Licensee, its Subsidiaries or any Person acting directly or indirectly on behalf of Licensee or its Subsidiaries, at any time, directly or indirectly, hold itself out to the public (or otherwise) as being associated with the Licensor.

5.5 Survival of Certain Provisions . The provisions of Sections 5.5, 5.6, 7.1, and 7.2, Articles VIII and IX and, in the event of termination pursuant to Section 5.3, such provisions as are necessary to permit Mandatory Usage shall survive termination of all or any portion of this Agreement.

5.6. Post Termination Mandatory Usage . In the event that this Agreement is terminated by the Licensor pursuant to Section 5.3 and there remains a need for continuation of a limited license for Mandatory Usage, Licensee shall be required to compensate Licensor for such Mandatory Usage at the then prevailing market rate (which may include upfront fees, license fees and royalties) as agreed in writing by the Parties, or failing such written agreement within 30 days of termination of this Agreement pursuant to Section 5.3, as determined by the arbitrator pursuant to Article VIII hereof. In the event that Licensee fails to make the payments required pursuant to this Section 5.6 on a timely basis and fails to cure any such breach within 10 days following written notice of such breach from Licensor to Licensee, Licensor may terminate the Mandatory Usage.

ARTICLE VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Licensor Warranties and Covenants .

(a) Licensor represents and warrants to Licensee that (i) Licensor has the legal right to grant to Licensee the license to use the CRbH Mark and the Domain Names as set forth herein; (ii) it has no knowledge or notice of any actions pending or threatened which impair Licensor’s right to grant the rights licensed under this Agreement; and (iii) the rights licensed hereunder do not violate any obligations of Licensor to any third parties.

(b) Licensor agrees that for a period beginning on the Effective Date and ending on the 5 ^th anniversary of the Effective Date, none of GHC or any of its subsidiaries will use, license, franchise or permit others to use the CRbH Mark in a business that competes directly with the Business as conducted on the Effective Date.

6.2 Licensee Warranties and Covenants .

(a) Licensee warrants and covenants for the benefit of Licensor that the activities of Licensee and its Subsidiaries undertaken pursuant to this Agreement shall comply in all material respects with all laws, rules and regulations of the United States and any other applicable jurisdiction, as such may be amended and in force from time to time.

(b) Licensee warrants and covenants for the benefit of Licensor and its subsidiaries that Licensee will conduct the Business in a manner that will not harm the corporate image, business or reputation of Licensor; provided that, during the Transition Period, actions required or permitted under this Agreement to be taken by Licensee to discharge its obligations under this Agreement shall be deemed not to violate this covenant.

(c) Licensee agrees that no right or remedy of Licensee for any default of Licensor hereunder shall confer upon Licensee, any of Licensee’s Subsidiaries or any other Person claiming by or through Licensee, the right to use, or to make any claim of right to use, the CRbH Mark (either alone or in conjunction with any other word or words or in conjunction with any other logos, trademarks, trade names, service marks or the like), or the Domain Names in connection with the conduct of the Business or otherwise, except as otherwise expressly provided in this Agreement.

ARTICLE VII.

INDEMNIFICATION

7.1 Indemnification by Licensor . Licensor shall indemnify, defend and hold harmless Licensee and its Subsidiaries and their respective directors, officers, employees, equity holders, and agents against any actions, claims, damages, losses, assertions, liabilities or expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever, whether now existing or hereafter asserted, arising or resulting from or related to (i) any material breach of this Agreement by Licensor or (ii) any claim by a third party that the use of the CRbH Mark or the Domain Names by Licensee or any of Licensee’s Subsidiaries following the Effective Date as permitted by this Agreement violates any claim of right or ownership of any third party (so long as such third party claim would not give rise to a claim by Buyers (or their permitted assigns) under the Purchase Agreement for breach of CRM LP’s representations and warranties thereunder).

7.2 Indemnification by Licensee . Licensee shall, and shall cause each of its Subsidiaries using the CRbH Mark and/or the Domain Names hereunder to, indemnify, defend and hold harmless Licensor and its Subsidiaries and their respective directors, officers, employees, equity holders, agents and assigns against any actions, claims, damages, losses, assertions, liabilities or expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever, whether now existing or hereafter asserted, arising or resulting from or related to, (i) any material breach of this Agreement by Licensee or its Subsidiaries, (ii) the use of the CRbH Mark or the Domain Names by Licensee and its Subsidiaries in a manner other than as permitted by this Agreement or (iii) the conduct of the Business by Licensee or its Subsidiaries, regardless of whether the same involves injury or death of persons, damage to property, or the negligence or willful misconduct of the Licensee or its officers, employees, agents, representatives, contractors or any other Person.

ARTICLE VIII.

ARBITRATION

8.1 Arbitration .

(a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any Party may initiate arbitration by notice to the all other Parties (a “ Request for Arbitration ”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by Licensee from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by Licensor to Licensee within fifteen (15) days after delivery of the Request for Arbitration. Licensee will make its appointment within ten (10) days after it receives the list of qualified individuals from Licensor. In the event Licensor fails to send a list of at least five (5) qualified individuals to serve as arbitrator to Licensee within such fifteen-day time period, then Licensee shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event Licensee fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from Licensor, Licensor shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she has (i) no material business relationship, directly or indirectly, with any of the Parties and (ii) at least ten (10) years of experience in the practice of law with experience in intellectual property matters. The arbitration hearing shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration hearing shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The Parties may agree to extend the time limits specified in the foregoing sentence.

(b) The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Illinois without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing Party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any Party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “ Claim ”), without holding an evidentiary hearing, if, after affording the Parties an opportunity to present written submissions and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The Parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Each Party to this Agreement irrevocably submits to the non-exclusive jurisdiction of and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 8.1(a) OF THIS AGREEMENT.

(c) The Parties agree to maintain confidentiality as to all aspects of the arbitration, except (i) as may be required by applicable law, regulations or court order, (ii) as may be required to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations or (iii) for disclosure to a Party’s professional advisors who are made aware of the confidential nature of the arbitration; provided that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The Parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

8.2 Injunction . Following the Transition Period, nothing in this Agreement will prevent either Party from seeking injunctive relief against the other Party from any the arbitrator, competent court or other authority pending the resolution of a controversy or prior to commencement of a claim through arbitration.

ARTICLE IX.

MISCELLANEOUS

9.1 No Agency or Partnership Created . Licensee shall not be deemed to be an agent or partner of Licensor or any of its Subsidiaries as a result of, or in any transaction under or relating to, this Agreement and shall not make any warranty or representation to such effect, or incur any obligation on behalf of or in the name of Licensor or any of its Subsidiaries. Further, Licensor shall not be deemed to be an agent or partner of Licensee or any of its Subsidiaries as a result of, or in any transaction under or relating to, this Agreement and shall not make any warranty or representation to such effect, or incur any obligation on behalf of or in the name of Licensee or any of its Subsidiaries.

9.2 Amendment and Modification . This Agreement may be amended, modified or supplemented, only by a written agreement signed by each of the Parties hereto.

9.3 Waiver of Compliance; Consents . Any failure of Licensee, on the one hand, or Licensor, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Licensor or Licensee, respectively, only by a written instrument signed by the Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.4 Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by messenger or courier service or registered or certified mail (postage prepaid, return receipt requested), at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Licensor:

Hyatt Corporation

Hyatt Center

71 South Wacker Drive, 12 ^th Floor

Chicago, Illinois 60606

Attention: General Counsel

If to Licensee:

Classic Residence Management Limited Partnership

Hyatt Center

71 South Wacker Drive, 9 ^th Floor

Chicago, Illinois 60606

Attention: General Counsel

9.5 Assignment .

(a) Except as expressly permitted under Section 2.4, Licensee shall not transfer, assign, sell or otherwise convey any rights inuring to Licensee under this Agreement to any transferee, assignee, purchaser or other Person without the prior written consent of Licensor (which consent may be granted or withheld in Licensor’s sole discretion). Any permitted transferee, assignee or purchaser shall be required to assume, in writing, the obligations of Licensee hereunder, and shall continue to conduct the Business under and in accordance with the provisions of this Agreement.

(b) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Licensor without the prior written consent of Licensee, except that Licensor may assign any of Licensor’s rights or delegate any of Licensor’s obligations hereunder to an affiliate of Licensor; provided, however, that no such assignment or delegation shall relieve Licensor of its obligations hereunder.

9.6 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to agreements made and to be performed entirely within such state, without regard to the choice of law principles thereof.

9.7 Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

9.8 Interpretation . The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. The Parties are sophisticated, represented by counsel and jointly have participated in the negotiation and drafting of this Agreement and there shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

9.9 Entire Agreement . This Agreement (including any exhibits referred to herein), embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties, or between any of them, with respect to the subject matter hereof.

9.10 No Third Party Beneficiary . Except as expressly provided herein, (a) nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties any rights or remedies of any nature whatsoever under or by reason of this Agreement or any provision of this Agreement, and (b) this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns.

9.11 Severability . If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by the arbitrator pursuant to Article VIII, it is the intent of the Parties that such arbitrator apply a rule of reasonableness and construe the provision in question so it will remain legally in effect to the maximum permissible extent. In the event such arbitrator determines it is unable to so construe such provision, then it is the intent of the Parties that such court should sever the invalid provision from this Agreement and the remainder of the Agreement will continue to be valid and enforceable to the maximum extent permitted by law.

9.12. Injunction . The Parties expressly acknowledge and agree that damages are an inadequate remedy at law for any breach of the terms and provisions contained in this Agreement, and that the damage to accrue from such a breach would cause irreparable harm. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without the requirement of posting a bond. The foregoing shall be in addition to any other remedy to which the parties shall be entitled at law or in equity.

9.13 Construction . Common nouns and pronouns (including defined terms) shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person, persons, or objects may in the context require.

9.14 Further Assurances . Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement, and the transactions contemplated hereby.

9.15 Damages . In enforcing this Agreement, no Party shall be entitled to seek or be awarded punitive, loss of profit, incidental, special, exemplary or consequential damages (as opposed to direct or actual damages) in the event of a breach of this Agreement by the other Party.

Signature Page Follows.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


LICENSOR:

HYATT CORPORATION

By:	/s/ Mark S. Hoplamazian
	Name:	Mark S. Hoplamazian
	Title:	President and Chief Executive Officer


LICENSEE:

CC-DEVELOPMENT, INC.

By:	/s/ John Kevin Poorman
	Name:	John Kevin Poorman
	Title:	Vice Chairman


Solely for the purposes of Section 6.1(b) hereof:

GLOBAL HYATT CORPORATION

By:	/s/ Susan T. Smith
	Name:	Susan T. Smith
	Title:	General Counsel, Secretary

[signature page to License Agreement]

Exhibit 3.2

Trademark Usage Guidelines

(Attached)

LOGO

Exhibit 10.38

February 12, 2008

Ms. Leslie Mertz

Hyatt Gaming Management Inc. (“Gaming”)

Hyatt Center

71 S. Wacker

Chicago, Illinois 60606

Re:	Employee Benefits Administration

Dear Ms. Mertz:

Gaming has requested that Global Hyatt continue to provide certain services provided under the Transition Services Agreement. Specifically, this applies to services in Annex B of the Transition Services Agreement. Global Hyatt will provide services consistent with Annex B of the Transition Services Agreement for Gaming’s 401(k) plan, non-qualified deferred compensation plan and health & welfare plans, subject to the following additional terms and conditions:

1.	Effective January 1, 2008, Gaming will pay Global Hyatt an annual fee in the amount of $36,000, which will be payable on the January 30 ^th of each calendar year. This fee will increase automatically by 4% each year, beginning on January 1, 2009.

Global Hyatt’s services will be limited to those services it typically provides for its own sponsored plans. Additional services may be provided by Global Hyatt at its discretion, subject to the prior written approval of Gaming regarding the scope of the services and the price. All legal expenses, actuarial fees, administration fees for third-party administrators, communication and distribution costs or other expenses not provided by Global Hyatt for its own plans will be the sole responsibility of Gaming. Global Hyatt will engage such vendors on Gaming’s behalf or utilize such vendors under similar terms and conditions for its own plans and distribute to Gaming for payment.

Gaming hereby agrees to indemnify and hold harmless Global Hyatt and its affiliates, their respective officers, directors, managers, employees, equityholders, agents and representatives (collectively, the “GH Indemnitees”) from and against any and all claims, losses, damages, liabilities, deficiencies, obligations or out-of-pocket costs or expenses, including, without limitation, reasonable attorneys’ fees and expenses and costs and expenses of investigation that result directly from third party claims, actions or proceedings (collectively, “Losses”) arising out of or resulting from (a) any breach of this letter agreement by Gaming, or (b) such GH Indemnitees provision of services hereunder, except to the extent such Losses result directly from the willful breach of this letter agreement by Global Hyatt or the gross negligence or willful misconduct of such GH Indemnitees in the performance of any obligations hereunder. Gaming further agrees to purchase fiduciary insurance coverage with annual limits of at least $5 million dollars and name the Global Hyatt Benefits Committee and any of its designees as additional insureds.

Global Hyatt agrees to indemnify and hold harmless Gaming and its affiliated companies, officers, directors, managers, employees, equityholders, agents and representatives (collectively, the “Gaming Indemnitees”) from and against any Losses, arising out of or from (a) any willful breach of this Agreement by Global Hyatt, or (b) the gross negligence or willful misconduct of any GH Indemnitee in the performance of any obligations hereunder.

5.	Gaming may terminate this letter agreement by providing 180 days advance written notice to Global Hyatt at any time. Global Hyatt will return a pro-rata portion of the annual fee if such termination is not effective at the end of the calendar year.

6.	Global Hyatt may terminate this letter agreement after December 31, 2008 by providing 365 days advance written notice to Gaming. Global Hyatt will return a pro-rata portion of the annual fee if such termination is not effective at the end of the calendar year.

7.	All notices will be provided as follows:


To Gaming:		Ms. Leslie Mertz
		Hyatt Gaming Management Inc.
		Hyatt Center
		71 South Wacker Drive
		Chicago, Illinois 60606


To Global Hyatt:		Director of Benefits
		Global Hyatt Global
		Hyatt Center
		71 South Wacker Drive
		Chicago, Illinois 60606

We trust this covers our discussions. Please acknowledge your agreement to the above terms and conditions.

Sincerely,

Jon Black

Global Head, Total Rewards & Systems


Hyatt Gaming Management, Inc.

Acknowledged:

By:		/s/ Leslie A. Mertz

Name:		Leslie A. Mertz

Title:		SVP HR and Administration

Date:		March 5, 2008

Hyatt Gaming and Grand Victoria

Benefit Plan Administration

03-03-2008


Project List	Time Spent Annually	Frequency	Notes	Additional Hours if Needed
Health and Welfare Administrative Requirements
Preparation and Filing of Form 5500-all plans-Crowe Chizek
Medical
Dental
Life - Basic
Vision
Long Term Disability

Preparation Summary Annual Reports-Crow Chizek
Medical
Dental
Life - Basic
Vision
Long Term Disability

Plans Audit (if needed)

Filing of all Plan Documents, SMMS with DOL

Delegates on Benefits Committee

Compliance / HIPPA Training Materials, Policies / Procedures, Employee Notifications

Hewitt Benefits Administration Outsourcing
Ongoing Administrative - All Plans
Employee Communications - All

QMSCO Administration - Hewitt			Hewitt currently handles QMSCO administration. Hyatt may bring in-house in 2008 and would handle for Hyatt Gaming.

Full-service H Group retiree benefits administration	30	Ongoing	Includes premium payments, ind.insurance policies, dental reimbursement, inputed taxation

General employee communications and SPDs

Retirement Savings Administrative Requirements

ERISA - ensure compliance with regulatory changes	40	Ongoing

Preparation and filing of Form 5500 (including review of financial report and corresponding schedules)	20	Annual

Hyatt Gaming and Grand Victoria

Benefit Plan Administration

03-03-2008


Project List	Time Spent Annually	Frequency	Notes	Additional Hours if Needed
Preparation of Summary Annual Report (SAR)	2	Annual

Maintenance of Plan Document / Amendments (as necessary)	30	Ongoing

Maintenance of Recordkeeping and Trust Agreements / Amendments (as necessary)	10	Ongoing

Maintenance of SPD	30	Ongoing

DOL filings and correspondence (Determination Letter)	14	Annual

Annual benefit plan audit	40	Annual

Qualified Domestic Relations Orders (QDROs)	24	Ongoing	Assumes 2 per year

Minimum Required Distributors (701 1/2)	10	Annual

Retirement forfeitures	12	Quarterly

Annual Safe Harbor Notice	8	Annual

Form 5330 Filing (for late deposits)	8	Annual	If necessary

Enrollment kits (update and print as necessary)	12	Ongoing

Monthly funding and reconciliation of employee and employer RSP, MSP & DSP contributions to T. Rowe Price (HGM/Joe, Grand Victoria, Red Sail, Lake Tahoe)	48	Monthly

Monitor / audit salary deferral elections; continue working with TRP on the generation and distribution of monthly All-in-One reports as applicable to each location	24	Monthly

Annual Executive Match (RSP)	8	Annual

Maintain copies of all plan communication	8	Ongoing

Review/maintenance of fund performance reports	8	Quarterly

Distribution Form upkeep (revisions/printing)	8	Ongoing

Retirement Savings Administrative Requirements

Grand Victoria / Red Sail Enrollment Form upkeep	5	Ongoing

Hyatt Gaming and Grand Victoria

Benefit Plan Administration

03-03-2008


Project List	Time Spent Annually	Frequency	Notes	Additional Hours if Needed
Monitor maintenance feed to T. Rowe Price	10	Ongoing	Add’l time if changes needed	40

Participant indicator audit	16	Semi-annual

Monitor salary deferral interface with T. Rowe Price	10	Ongoing	Add’l time if changes needed	40

Monitor loan interface with T. Rowe Price	10	Ongoing	Add’l time if changes needed	40

Annual Minimum Coverage Testing	30	Annual

Annual Definition of Compensation Testing	16	Annual

Maintain T. Rowe Price workflows	20	Ongoing

Quarterly participant statements	16	Quarterly

T. Rowe Price SAS 70 review	8	Annual

401(k) Day and miscellaneous employee communications when possible	20	Annual

Participant Communications	8	Ongoing

Support properties with various administrative/funding/payroll compliance issues and questions	40	Ongoing

Grand Victoria match	8	Annual

DSP & MSP Administrative Requirements

409A - ensure compliance with regulatory changes	40	Ongoing

Maintenance of Plan Document / Amendments	30	Ongoing

Maintenance of Recordkeeping and Trust Agreements (including individual fund agreements)	10	Ongoing

Support properties with various administrative/funding/payroll compliance issues and questions	40	Ongoing

HCE determination (October) and follow up (January)	20	Annual

Annual enrollment (prepare communication and update MSP/DSP enrollment forms)	16	Annual

Hyatt Gaming and Grand Victoria

Benefit Plan Administration

03-03-2008


Project List	Time Spent Annually		Frequency	Notes	Additional Hours if Needed
Deferral audit		10	Annual

Annual Executive Match (January)		8	Annual

FICA withholding on annual executive match		8	Annual

Audit terminated participants to ensure all have been cashed out		12	Monthly

Monitor plan-to-plan transfers for participants promoted from MSP to DSP eligible position		16	Quarterly

Track payment elections for grandfathered/non-grandfathered accounts to assure compliance with 409(A) regulations		16	Annual

Maintain/communicate bonus deferral elections		8	Annual

Track DSP access deferral elections		8	Annual

Hardship withdrawals		4	Ongoing	Assumes 1 per year

Quarterly participant statements		8	Quarterly

Fee review/approval		8	Quarterly

Miscellaneous

QSLOP Filing		8	Annual

Life Balance		8	Ongoing

Benefit Orientation Materials/presentation		8	Ongoing

SERP/Frozen Deferred Comp Administration		40	Ongoing

Corp HR EIS maintenance for HGMI		25	Ongoing

Total Hours		962				120

Total cost at Analyst level salary ($25.00/hour) + Mgmt oversight (1/4 hours at $35.00/hour)	$	32,467.50			$	36,517.50

ANNEX B TO THE TRANSITION SERVICES AGREEMENT

Employee Benefits

1.	On-going Administration of Benefit Plans .

2.	Reporting and Disclosure of Benefit Plans .

•

To include, but not limited to:

External Plan Audits

ii.

Reporting e.g. 5500 Filings

iii.

Updating and maintenance of Plan Documents and Amendments

Exhibit 10.39

EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS

ALLOCATION AND SEPARATION AGREEMENT

BY AND AMONG

HYATT CORPORATION

HYATT GAMING MANAGEMENT, INC.

H GROUP HOLDING, INC.

HCC CORPORATION

AND

GRAND VICTORIA CASINO & RESORT, L.P.

Effective as of July 1, 2004

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS		2
Section 1.1. Definitions		2

ARTICLE II. TRANSFER OF EMPLOYEES; EMPLOYMENT ALLOCATION; TERMINATION BENEFITS		5
Section 2.1. Transfer of Employees		5
Section 2.2. Allocations between Hyatt and the Gaming Group		7
Section 2.3. Service Credits		7
Section 2.4. Termination Benefits		8

ARTICLE III. 401(k) PLANS		8
Section 3.1. Establishment of Gaming 401(k) Plan		8
Section 3.2. Transfer and Acceptance of Account Balances		8
Section 3.3. No Distributions		9
Section 3.4. Information		9
Section 3.5. Regulatory Filings		9
Section 3.6. Allocation of Pre- and Post-Closing Contributions		9
Section 3.7. Qualification of Plans and Other Liabilities		9
Section 3.8. Beneficiary Designation		10

ARTICLE IV. NONQUALIFIED DEFERRED COMPENSATION PLANS		10
Section 4.1. Establishment of Gaming Nonqualified Deferred Compensation Plans		10
Section 4.2. Transferred Elections		10
Section 4.3. Allocation and Assumption of Liabilities		10
Section 4.4. Retention of Liabilities		11
Section 4.5. No Distributions		11

ARTICLE V. WELFARE PLANS AND OTHER BENEFITS		11
Section 5.1. Hyatt Welfare Plans		11
Section 5.2. Gaming Welfare Plans		12
Section 5.3. Vacation Liabilities		13
Section 5.4. Complimentary Rooms		13

ARTICLE VI. PAYROLL REPORTING AND WITHHOLDING		14
Section 6.1. Form W-2 Reporting		14
Section 6.2. Forms W-4 and W-5		14
Section 6.3. Garnishments, Tax Levies, Child Support Orders, and Wage Assignments		15
Section 6.4. Authorizations for Payroll Deductions		15

ARTICLE VII. LABOR AND EMPLOYMENT MATTERS		15
Section 7.1. Separate Employers		15
Section 7.2. Employment Policies and Practices		16
Section 7.3. Employment Litigation		16
Section 7.4. Notice of Claims		16


Section 7.5. Employment of Employees with U.S. Work Visas		16
Section 7.6. Assumption of Unemployment Tax Rates		17
Section 7.7. Unemployment Insurance Program		17
Section 7.8. Workers’ Compensation		17

ARTICLE VIII. INDEMNIFICATION		17
Section 8.1. Indemnification by Hyatt		17
Section 8.2. Indemnification by Gaming		18
Section 8.3. Insurance Proceeds		18
Section 8.4. Procedure for Indemnification		18
Section 8.5. Remedies Cumulative		20

ARTICLE IX. MISCELLANEOUS		20
Section 9.1. Amendment		20
Section 9.2. Preservation of Right To Amend or Terminate Plans		20
Section 9.3. Relationship of Parties		20
Section 9.4. Access to Information; Cooperation; Allocation Information		20
Section 9.5. Assignment		21
Section 9.6. Headings		21
Section 9.7. Severability		21
Section 9.8. Parties in Interest; No Third Party Beneficiary Rights		21
Section 9.9. Notices		22
Section 9.10. Further Assurances		23
Section 9.11. Waiver of Conditions		23
Section 9.12. Governing Law		23
Section 9.13. Entire Agreement		24
Section 9.14. Counterparts		24
Section 9.15. Survival		24
Section 9.16. Dispute Resolution		24
Section 9.17. Reimbursement		25
Section 9.18. Default		25
Section 9.19. Force Majeure		25
Section 9.20. Attorney-Client Privilege		26
Section 9.21. Specific Performance		26

Schedule 1

Schedule 2

EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS

ALLOCATION AND SEPARATION AGREEMENT

THIS EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS ALLOCATION AND SEPARATION AGREEMENT (this “ Agreement ”) is made and entered into as of July 1, 2004, by and among HYATT CORPORATION, a Delaware corporation (“ Hyatt ”), HYATT GAMING MANAGEMENT, INC. a Nevada corporation (“ HGMI ”), H GROUP HOLDING, INC., a Delaware corporation (“ H-Group ”), HCC CORPORATION, a Nevada corporation (“HCC”) and GRAND VICTORIA CASINO & RESORT, L.P., a Delaware limited partnership (“Grand Victoria”), effective as of the Closing (as defined below).

RECITALS

WHEREAS, H-Group is currently the direct or indirect parent corporation of Hyatt, HGMI, and HCC (among other entities) and the indirect parent of the general partner of Grand Victoria; and

WHEREAS, H-Group is being restructured effective as of June 30, 2004 pursuant to a Master Distribution Agreement and various ancillary agreements (the “Spin-Offs”); and

WHEREAS, as part of the Spin-Offs, the stock of Hyatt will be distributed to its stockholders, so that Hyatt will cease to be a subsidiary of H-Group and will no longer be under common control with the Gaming Group (as defined below); and

WHEREAS, prior to the Spin-Offs, Hyatt provided employee benefits and compensation to the employees of the hotels and the casino gaming business and performed all of the related administration of such programs; and

WHEREAS, after the Spin-Offs, all employees who provide services as part of the casino gaming business will be employed by the Gaming Group; and

WHEREAS, Hyatt, H-Group, HGMI, HCC and Grand Victoria have agreed to allocate the responsibilities among the parties following the Spin-Offs for certain matters relating to employees and employee compensation, benefits, labor and certain other employment matters pursuant to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and mutual covenants, agreements, undertakings and obligations set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth or as referenced below. All references herein to “Article,” “Sections” or “Schedules” shall be deemed to be references to Articles or Sections hereof or Schedules hereto unless otherwise indicated.

“ Ancillary Agreement ” shall mean any agreement contemplated by the Master Distribution Agreement, and such other documents as the parties thereto shall mutually agree are required to effect the Spin-Offs.

“ Benefit Obligations ” shall have the meaning set forth in Section 4.3(c).

“ Closing ” shall mean June 30, 2004.

“ COBRA ” shall mean Code Section 4980B and ERISA Sections 601 through 608, and any applicable state law establishing employer requirements for continuation of health care, life insurance or other Welfare Plan benefits for the benefit of certain current and former employees or their dependents.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation.

“ Effective Date ” shall mean July 1, 2004.

“ Employee ” shall mean with respect to any entity, an individual who is considered, according to the payroll and other records of such entity, to be employed by such entity (or a parent or subsidiary), regardless of whether such individual is, at the relevant time, actively at work or on leave of absence (including vacation, holiday, sick leave, family and medical leave, disability leave, military leave, jury duty, layoff with rights of recall, and any other leave of absence or similar interruption of active employment that is not considered, according to the policies or practices of such entity, to have resulted in a termination of such individual’s employment).

“ Employer ” shall mean Hyatt, H-Group, HGMI, HCC or Grand Victoria, as the context indicates.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor legislation.

“ Gaming Business ” shall mean any casino gaming business or operation of Hyatt or its affiliates which, pursuant to the Master Distribution Agreement, is to be conducted by the Gaming Group immediately following the Closing. Solely for purposes of this Agreement, the H-Group Employees shall be deemed to be employees of the Gaming Business.

“ Gaming DSP ” shall mean the Hyatt Gaming Deferred Savings Plan.

“ Gaming Employee ” shall mean any individual who (a) is a Transferred Employee, (b) is an employee of HCC or (c) is not either a Transferred Employee or an employee of HCC prior to the Closing but becomes an employee of H-Group, HGMI or HCC on or after the Closing, but excludes any Grand Victoria Employee.

“ Gaming Employment Agreements ” shall have the meaning set forth in Section 2.1(e).

“ Gaming 401(k) Plan ” shall have the meaning set forth in Section 3.1.

“ Gaming Group ” shall mean H-Group, HGMI, HCC, Grand Victoria and each direct or indirect subsidiary and parent company thereof.

“ Gaming Indemnitees ” shall mean each member of the Gaming Group and their respective directors, officers, employees, equityholders, agents, representatives, affiliates and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Gaming Individual ” shall mean any individual who (a) is a Gaming Employee or (b) is a dependent or beneficiary of any Gaming Employee.

“ Gaming MSP ” shall mean the Hyatt Gaming Key Employee Matched Savings Plan.

“ Gaming Qualified Beneficiary ” shall mean any Gaming Individual (or his dependent) who, after the Closing, becomes a Qualified Beneficiary under any Gaming Medical/Dental Plan.

“ Gaming Welfare Plans ” shall mean the Welfare Plans maintained by HGMI, H-Group and HCC on or after the Closing to provide benefits to Gaming Individuals and Gaming Qualified Beneficiaries.

“ Grand Victoria ” shall mean the Grand Victoria Casino and Resort, L.P.

“ Grand Victoria Employee ” shall mean any individual who is an Employee of Grand Victoria at any applicable time.

“ Grand Victoria 401(k) Plan ” shall mean the Hyatt Gaming Retirement Savings Plan and its related trust, which on and after the Effective Date shall be known as the “Grand Victoria Casino & Resorts Retirement Savings Plan.”

“ HGMI ” shall mean Hyatt Gaming Management, Inc.

“ H-Group ” shall mean H Group Holding, Inc. and FMG, Inc., a wholly owned indirect subsidiary thereof.

“ H-Group Employee ” shall mean any individual who (a) is an employee of H-Group on or after the Effective Date and (b) each individual listed on Schedule 1 hereto.

“ Hyatt ” shall have the meaning set forth in the Preamble.

“ Hyatt 401(k) Plan ” shall mean the Hyatt Corporation Retirement Savings Plan and its related trust.

“ Hyatt Indemnitees ” shall mean Hyatt and its subsidiaries and affiliates and their respective directors, officers, employees, equityholders, agents, representatives, affiliates and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Hyatt Individual ” shall mean any individual who (a) is a Retained Employee, or (b) is a dependent or beneficiary of any Retained Employee.

“ Hyatt Qualified Beneficiary ” shall mean a Qualified Beneficiary who is not a Gaming Qualified Beneficiary and who, following the Closing, is or becomes a Qualified Beneficiary.

“ Hyatt RDICP ” shall mean the Hyatt Corporation Restricted Deferred Incentive Compensation Plan.

“ Hyatt Retained Business ” shall mean the hospitality and related businesses currently conducted by the Hyatt or its subsidiaries and to be conducted by Hyatt or its subsidiaries following the Closing and all aspects thereof, including, without limitation, the development, construction, ownership, management, franchising and leasing of hotels and other hospitality or hospitality-related assets and all activities related thereto.

“ Hyatt Retiree ” shall mean the individuals listed on Schedule 2 hereto.

“ Hyatt SERP ” shall mean the Hyatt Corporation Supplemental Employee Retirement Plan.

“ Hyatt Terminee ” shall mean any individual who was formerly employed in a Gaming Business by Hyatt or HCC and who terminated such employment prior to the Closing and is no longer employed by any entity that is a party to this Agreement.

“ Hyatt Terminee Qualified Beneficiary ” shall mean any Qualified Beneficiary who became a Qualified Beneficiary prior to the Closing under the Hyatt Medical/Dental Plan.

“ IRS ” shall mean the Internal Revenue Service.

“ Medical/Dental Plan ” shall mean a Welfare Plan providing medical and/or dental benefits to Employees and their dependents.

“ Plan ” shall mean any plan, policy, arrangement, contract or agreement providing compensation or benefits for any group of Employees or individual Employees (including former Employees) or the dependents or beneficiaries of any such Employee, whether formal or informal or written or unwritten, and including, without limitation, any means, whether or not legally required, pursuant to which any benefit is provided by an Employer any such Employee or the beneficiaries of any such Employee, existing as of the Closing or prior thereto.

“ Qualified Beneficiary ” shall mean an individual (or dependent thereof) who either (a) experiences a “qualifying event” (as that term is defined in Code Section 4980B(f)(3) and ERISA Section 603) while a participant in any Medical/Dental Plan or (b) becomes a “qualified beneficiary” (as that term is defined in Code Section 4980B(g)(1) and ERISA 607(3)) under any Medical/Dental Plan.

“ Retained Employee ” shall mean any individual who (a) immediately prior to the Closing was an Employee of Hyatt and who remains an employee of Hyatt following the Closing, or (b) immediately prior to the Closing was an Employee of HCC and who becomes an Employee of Hyatt on and after the Closing.

“ Rev. Proc. 96-60 ” shall have the meaning set forth in Section 6.1(a).

“ Service Credit ” shall mean the period taken into account under any Plan for purposes of determining length of service or plan participation to satisfy eligibility, vesting, benefit accrual and similar requirements under such Plan.

“ Spin-Offs ” shall have the meaning set forth in the Recitals.

“ Master Distribution Agreement ” shall have the meaning set forth in the Recitals.

“ Termination Benefits ” shall have the meaning set forth in Section 2.4(a).

“ Transferred Employee ” shall mean any individual who (a) was an Employee of Hyatt, a subsidiary of Hyatt or an affiliate of Hyatt (other than a member of the Gaming Group) immediately prior to the Closing and who becomes, immediately after the Closing, an Employee of H-Group, HGMI or HCC, or (b) is a H-Group Employee listed on Schedule 1 hereto.

“ Welfare Plan ” shall mean any Plan which provides medical, health, disability, accident, life insurance, death, dental or any other welfare benefit, including, without limitation, any post-employment benefit, but excluding vacation benefits covered under Section 5.3.

ARTICLE II.

TRANSFER OF EMPLOYEES; EMPLOYMENT ALLOCATION;

TERMINATION BENEFITS

Section 2.1. Transfer of Employees .

(a) Allocating Employees . Hyatt, H-Group, HGMI and HCC shall take all steps necessary or appropriate so that:

(i) all of the Employees of Hyatt and its subsidiaries are allocated between the Hyatt Retained Business and the Gaming Business in accordance with the principles set forth in Sections 2.1(b) and (c) below;

(ii) all of the Employees of HCC are allocated between the Hyatt Retained Business and the Gaming Business in accordance with the principles set forth in Sections 2.1(b) and (c) below;

(iii) each individual who is allocated to the Gaming Business is, as of the Closing and immediately following the Closing, an Employee of one or more of H-Group, HGMI or HCC or a subsidiary thereof; and

(iv) each individual who is allocated to the Hyatt Retained Business is, as of the Closing and immediately following the Closing, an Employee of Hyatt or its subsidiaries.

(b) Basis of Allocation . Employees shall be allocated between the Hyatt Retained Business and the Gaming Business as follows:

(i) Each Employee whose primary duties are related to the Gaming Business, including any Employee who is required to be licensed under state gaming laws, will be an Employee of H-Group, HCC, HGMI or Grand Victoria as appropriate;

(ii) Each Employee whose primary duties are related to the Hyatt Retained Business and who is not required to be licensed under state gaming laws will be an Employee of Hyatt or a subsidiary or affiliate thereof;

(iii) Each Employee whose primary duties relate to both the Gaming Business and the Hyatt Retained Business and who is not required to be licensed under state gaming laws will be an Employee of Hyatt or a subsidiary or affiliate thereof; and

(iv) Each individual who is listed on Schedule 1 hereto shall become an employee of H-Group, as indicated on Schedule 1.

(c) Ancillary Agreements . Hyatt, HGMI, H-Group and HCC agree to enter into an Ancillary Agreement pursuant to which Hyatt will provide for transitional services of Retained Employees for a transitional period following the Effective Date.

(d) Grand Victoria Employees . Notwithstanding anything to the contrary, all Grand Victoria Employees at the time of the Closing shall remain Grand Victoria Employees immediately following the Closing.

(e) Employment Agreements .

(i) As of the Effective Date, Hyatt shall assume all obligations and liabilities for, and arising under all written employment agreements and offer letters, if any, in each case with respect to Retained Employees (collectively referred to as the “ Hyatt Employment Agreements ”), and the members of the Gaming Group shall have no liability or obligation with respect thereto, except as herein expressly provided. Hyatt shall take, or cause to be taken, all action necessary and appropriate to assume, effective as of the Effective Date, all Hyatt Employment Agreements, with such changes as may be necessary to reflect the change in the employer thereunder and such other changes as Hyatt shall determine. To the extent feasible taking into account the changes in employer, such Hyatt Employment Agreements shall otherwise have the same terms and conditions as in effect immediately prior to the Effective Date, except that references to employment by or termination of employment with a member of the Gaming Group shall be changed to references to employment by or termination of employment with Hyatt and its affiliates.

(ii) As of the Effective Date, one or more members of the Gaming Group, as appropriate, shall assume all obligations and liabilities for and arising under all written employment agreements and offer letters, if any, in each case with respect to Transferred Employees and Grand Victoria Employees (collectively referred to as the “ Gaming Employment Agreements ”), and Hyatt shall have no liability or obligation with respect thereto after such assumption, except as herein expressly provided. The appropriate members of the Gaming Group shall take, or cause to be taken, all action necessary and appropriate to assume,

effective as of the Effective Date, all Gaming Employment Agreements, with such changes as may be necessary to reflect the change in the employer thereunder and such other changes as the appropriate member of the Gaming Group shall determine. To the extent feasible taking into account the changes in employer, such Gaming Employment Agreements shall otherwise have the same terms and conditions as in effect immediately prior to the Effective Date, except that references to employment by or termination of employment with Hyatt and its affiliates shall be changed to references to employment by or termination of employment with the appropriate member of the Gaming Group.

(f) Tax Equalization Agreements . On the Effective Date HGMI hereby assumes and Hyatt hereby assigns all obligations that Hyatt may have under tax equalization agreements with Transferred Employees who are expatriates. As of the Effective Date, Hyatt shall pay to HGMI the amounts, if any that have been withheld from the Transferred Employees under any such tax equalization agreements.

Section 2.2. Allocations between Hyatt and the Gaming Group .

(a) Allocation of Responsibilities as Employer . On the Effective Date, except to the extent specifically assumed by Hyatt under this Agreement or any Ancillary Agreement, each member of the Gaming Group shall retain or assume, as the case may be, responsibility as Employer for the Transferred Employees and the Grand Victoria Employees, as applicable. On the Effective Date, except to the extent specifically allocated to the appropriate member of the Gaming Group under this Agreement or any Ancillary Agreement, Hyatt shall retain responsibility as employer for the Retained Employees.

(b) Assumption of Liabilities on Closing . Except as specifically provided in this Agreement, or as otherwise agreed by the parties hereto as of the Effective Date:

(i) The appropriate member of the Gaming Group shall assume all benefit obligations and all related rights in connection with any Plan with respect to the Transferred Employees and Grand Victoria Employees , and Hyatt shall have no further liability with respect thereto.

(ii) Hyatt shall retain all benefit obligations and all related rights which accrue after the Closing in connection with any Plan and with respect to Retained Employees and Hyatt Terminees, and no member of the Gaming Group shall have any liability with respect thereto.

Section 2.3. Service Credits .

(a) Closing Transfers . In connection with the Spin-Offs and for purposes of determining Service Credits under any Plan, Hyatt shall credit each Retained Employee and the appropriate member of the Gaming Group shall credit each Transferred Employee and Grand Victoria Employee with such Employee’s Service Credits and original hire date as reflected in the records of the other parties, if any, as of the Closing. Such Service Credits and hire date shall continue to be maintained as described in this Agreement for as long as the Employee does not terminate employment with Hyatt or the members of the Gaming Group or as otherwise may be required by applicable law or any applicable Plan.

(b) Service Credits Following the Closing . Subject to the provisions of applicable law, (i) each member of the Gaming Group as appropriate may, in the case of Transferred Employees and Grand Victoria Employees, in its sole discretion, make such decisions as it deems appropriate with respect to determining Service Credits accrued after the Closing, and (ii) Hyatt may, in the case of Retained Employees, in its sole discretion, make such decisions as it deems appropriate with respect to determining Service Credits accrued after the Closing.

Section 2.4. Termination Benefits .

(a) No Termination Benefits . No Retained Employee or Transferred Employee shall be deemed to have become entitled to any benefits under any Plan, contract, agreement, statute, regulation or other arrangement that provides for the payment of severance pay, salary continuation, pay in lieu of notice, unused vacation pay, or similar benefits in connection with actual or constructive termination of employment or alleged actual or constructive termination of employment (collectively, “ Termination Benefits ”) as a result of any actions taken pursuant to this Article II or otherwise as a result of the consummation of the transactions contemplated by the Master Distribution Agreement.

(b) Hyatt Liabilities . Effective as of the Closing, Hyatt shall retain all liabilities relating to or arising out of claims made by or on behalf of Retained Employees and Hyatt Terminees, who were employed by Hyatt (including the beneficiary, dependent or alternate payee of such individual) for, or with respect to, Termination Benefits relating to the actual or constructive termination or alleged actual or constructive termination of employment of any Retained Employee or Hyatt Terminee with the Hyatt Retained Business, whether before, on or after the Closing.

(c) Gaming Liabilities . Effective as of the Closing, each member of the Gaming Group shall retain all liabilities relating to or arising out of claims made by or on behalf of their respective Gaming Employees and any Hyatt Terminees, who were employed by a Gaming Group Member (including the beneficiary, dependent or alternate payee of such individual) for, or with respect to, Termination Benefits relating to the actual or constructive termination or alleged actual or constructive termination of employment of any Gaming Employee or Hyatt Terminee with the Gaming Business, whether before, on or after the Closing.

ARTICLE III.

401(K) PLANS

Section 3.1. Establishment of Gaming 401(k) Plan . On or before the Effective Date, HGMI shall establish, or cause to be established a defined contribution plan that is intended to be tax-qualified under Code Section 401(a), and a separate trust that is intended to be exempt from taxation under Code Section 50l(a)(l) (the “Gaming 401(k) Plan”). On or before the Effective Date, H-Group and HCC shall adopt and become participating employers in the Gaming 401(k) Plan.

Section 3.2. Transfer and Acceptance of Account Balances . As soon as practicable after the Effective Date, Hyatt shall cause the accounts, including promissory notes related to outstanding participant loans, if any, of the Gaming Employees, Hyatt Terminees (or their beneficiaries) and the H-Group Employees under the Hyatt 401(k) Plan to be transferred to the Gaming 401(k) Plan, and HGMI shall cause such transferred accounts and the applicable promissory notes to be accepted by the Gaming 401(k) Plan. HGMI and Hyatt acknowledge and agree that such transfer of assets and liabilities comply with Sections 401(a)(12), 414(l) and 411(d)(6) of the Code and the regulations thereunder.

Section 3.3. No Distributions . No distribution of account balances shall be made to any Transferred Employee or Grand Victoria Employee solely on account of the Spin-Offs from the Hyatt 401(k) Plan, the Gaming 401(k) Plan or the Grand Victoria 401(k) Plan.

Section 3.4. Information . Hyatt shall provide HGMI, as soon as practicable, with a list of Gaming Employees, Hyatt Terminees and applicable alternate payees and beneficiaries who, to the best knowledge of Hyatt, were participants in or otherwise entitled to benefits under the Hyatt 401(k) Plan on the Closing, together with a listing of each participant’s Service Credits under the Hyatt 401(k) Plan and such participant’s account balance and investment elections.

Section 3.5. Regulatory Filings . In connection with the plan-to-plan transfer described in this Article III, Hyatt and HGMI shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the establishment of the Gaming 401(k) Plan.

Section 3.6. Allocation of Pre- and Post-Closing Contributions .

(a) With respect to payroll periods commencing on or after January 1, 2004, but prior to the Effective Date all contributions to be made on behalf of Hyatt Individuals, Gaming Employees, Hyatt Terminees and H-Group Employees shall be made by Hyatt in accordance with past practice to the Hyatt 401(k) Plan; provided, however, that as soon as practicable following the Effective Date, HGMI and HCC shall reimburse Hyatt for such contributions made on behalf of Employees of HGMI and HCC and Hyatt Terminees attributable to HGMI and HCC, but only to the extent HGMI or HCC (or any predecessor employer) has not already reimbursed Hyatt for such contributions prior to the Effective Date. Hyatt shall remain liable for contributions for Hyatt Individuals and H-Group Employees for all payroll periods commencing prior to the Effective Date. HGMI and HCC shall be responsible for any matching contributions due for 2004 and Hyatt shall not be responsible for any portion thereof.

(b) All contributions to be made under the Hyatt 401(k) Plan with respect to Hyatt Individuals for payroll periods commencing after the Closing will be the responsibility of Hyatt pursuant to the terms of the Hyatt 401(k) Plan. All post-Closing contributions under the Gaming 401(k) Plan with respect to Gaming Individuals for payroll periods commencing after the Closing will be the responsibility of H-Group, HGMI or HCC, as appropriate, pursuant to the terms of the Gaming 401(k) Plan.

Section 3.7. Qualification of Plans and Other Liabilities .

(a) Gaming Group 401(k) Plan . HGMI, HCC and H-Group shall be responsible for all liabilities incurred as a result of any failure of the Gaming 401(k) Plan to be qualified under Section 401(a) of the Code, or other liability (including, without limitation, all liabilities relating to or arising out of claims made by or on behalf of participants therein for, or with respect to, benefits under such Plan) with respect to Gaming Individuals.

(b) Hyatt 401(k) Plan . Hyatt shall be responsible for all liabilities incurred as a result of any failure of the Hyatt 401(k) Plan to be qualified under Section 401(a) of the Code, or other liability (including, without limitation, all liabilities relating to or arising out of claims made by or on behalf of participants therein for, or with respect to, benefits under such Plan) with respect to Hyatt Individuals.

(c) Qualification Failures . The parties hereto agree that to the extent any of them becomes aware that any such Plan fails or may fail to be so qualified, it shall notify the other party and the parties shall cooperate and use best efforts to avoid such disqualification, including using any applicable compliance resolution program under Revenue Procedure 2003-44, or similar programs, and taking any steps available pursuant to such program to avoid disqualification.

Section 3.8. Beneficiary Designation . All beneficiary designations made by Gaming Employees and Hyatt Terminees under the Hyatt 401(k) Plan shall be transferred to and be in full force and effect under the corresponding Gaming 401(k) Plan, until such beneficiary designations are replaced or revoked in accordance with the terms of the Gaming 40l(k) Plan by the Gaming Employees or Hyatt Terminees who made the beneficiary designation.

ARTICLE IV.

NONQUALIFIED DEFERRED COMPENSATION PLANS

Section 4.1. Establishment of Gaming Nonqualified Deferred Compensation Plans . On or prior to the Effective Date, HGMI shall establish two nonqualified deferred compensation plans, the Gaming DSP and the Gaming MSP, for the benefit of certain Gaming Employees, Grand Victoria Employees and the Hyatt Terminees. HGMI shall also establish, or cause to be established, a separate rabbi trust to form a part of the Gaming MSP and the Gaming DSP. On or prior to the Effective Date, H-Group, HCC and Grand Victoria shall adopt the Gaming MSP and Gaming DSP and become participating employers thereunder.

Section 4.2. Transferred Elections . All participants in the Gaming DSP and Gaming MSP who, immediately prior to Closing, participated in the Hyatt DSP and Hyatt MSP will have their deferral elections, beneficiary elections and all other elections automatically transferred and be applicable to the Gaming DSP and Gaming MSP as of the Effective Date.

Section 4.3. Allocation and Assumption of Liabilities .

(a) Gaming DSP and MSP . As of the Effective Date, Hyatt shall determine the amount of liabilities under the Hyatt DSP and Hyatt MSP attributable to Gaming Employees, Grand Victoria Employees and Hyatt Terminees, including employee contributions for payroll periods commencing prior to the Effective Date, but not made as of the Effective Date. As soon as administratively practicable thereafter, Hyatt shall pay to the appropriate member of the Gaming Group an amount equal to such liabilities either directly or through a trust to trust transfer of such amounts from the rabbi trusts established under the Hyatt DSP and Hyatt MSP to the rabbi trust established by HGMI under Section 4.1. Coincident with the receipt of the transfer of such amounts, each member of the Gaming Group shall unconditionally and irrevocably assume all liabilities described in this paragraph and all responsibilities and obligations relating to, arising out of, or resulting from such liabilities with respect to the Gaming Employees, Grand Victoria Employees and Hyatt Terminees attributable to such member of the Gaming Group so that all such liabilities associated with the Hyatt Terminees, Gaming Employees and Grand Victoria Employees are assumed by the members of the Gaming Group. As of the Effective Date, the Transferred Employees shall cease all future participation in the Hyatt DSP and Hyatt MSP. Each member of the Gaming Group shall be responsible for the matching contributions due for 2004 under the Gaming DSP, Gaming MSP, Hyatt DSP and Hyatt MSP and Hyatt shall not be responsible for any portion thereof.

(b) Contributions . As soon as practicable following the Effective Date, HGMI and HCC shall reimburse Hyatt for any contributions actually made by Hyatt to the Hyatt DSP and Hyatt MSP for the payroll periods commencing on or after January 1, 2004, but prior to the Effective Date with respect to Employees of HGMI and HCC and Hyatt Terminees attributable to HGMI and HCC, but only to the extent that HGMI or HCC (or any predecessor employer) has not previously reimbursed Hyatt for such contributions prior to the Effective Date.

(c) Hyatt Retirees . As of the Effective Date, Hyatt shall assign and H-Group shall unconditionally and irrevocably assume all obligations and liabilities with respect to the benefit obligations accrued by the Hyatt Retirees under the Hyatt RDICP and Hyatt SERP (the “Benefit Obligations”). Hyatt and H-Group shall take all such actions as may necessary to evidence the assumption by H-Group of the Benefit Obligations, including, without limitation, amending the Hyatt RDICP and Hyatt SERP. The parties agree that Hyatt shall act as paying agent and administrator for H-Group in paying the Benefit Obligations to the Hyatt Retirees under the terms of the Hyatt RDICP and Hyatt SERP in accordance with such terms and conditions as the parties may mutually agree, including that H-Group shall reimburse Hyatt for all reasonable expenses.

Section 4.4. Retention of Liabilities . Hyatt shall retain liability under the Hyatt DSP, Hyatt MSP, Hyatt RDICP and Hyatt SERP for each (i) Retained Employee and (ii) (except for Gaming Employees, Grand Victoria Employees, Hyatt Terminees and Hyatt Retirees) each other participant in the Hyatt DSP, Hyatt MSP, Hyatt RDICP and Hyatt SERP whose employment is terminated from any of the parties to this Agreement prior to the Closing and no member of the Gaming Group shall have any further liability with respect thereto.

Section 4.5. No Distributions . No distribution of benefits from Hyatt MSP, Hyatt DSP, Hyatt RDICP, Hyatt SERP, Gaming DSP, Gaming MSP, H-Group RDICP or H-Group SERP shall be made to any Gaming Employee, Retained Employee or Grand Victoria Employee solely on account of the Spin-Offs.

ARTICLE V.

WELFARE PLANS AND OTHER BENEFITS

Section 5.1. Hyatt Welfare Plans .

(a) Liability for Claims . Except as specifically otherwise provided herein, Hyatt shall assume or retain and shall be responsible for, or cause its insurance carriers to be responsible for, all liabilities and obligations related to claims asserted or incurred or premiums due with respect to periods before the Effective Date in respect of any Hyatt Individual, Hyatt Terminee, Retained Employee and Gaming Individual under any Hyatt Welfare Plan and no member of the Gaming Group shall have any liability or obligation with respect to those liabilities or claims. For this purpose claims and liabilities under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided , however , that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the Employee is first absent and remains absent from work because of the condition giving rise to such disability and not when the Employee is determined to be eligible for benefits under the applicable Hyatt Welfare Plan.

(b) Reimbursement of Premiums . In accordance with the accounting procedures in place between Hyatt and the members of the Gaming Group immediately prior to the Closing, as soon as practicable following the Closing, Hyatt shall bill and each of H-Group, HGMI and HCC, as applicable, shall pay to Hyatt its applicable share of the employer portion of the premiums due, if any, under the Hyatt Welfare Plans incurred through the Closing Date, to the extent not billed or paid prior to the Closing.

(c) Continuation Coverage Administration . As of the Effective Date, Hyatt shall retain and shall be solely responsible for, or cause its insurance carriers to be responsible for, providing and administering the continuation coverage required by COBRA as it relates to any Hyatt Qualified Beneficiary or Hyatt Terminee Qualified Beneficiary, and no member of the Gaming Group shall have any liability or obligation with respect to them or the Hyatt Welfare Plans.

Section 5.2. Gaming Welfare Plans .

(a) Establishment of Gaming Welfare Plans . As of the Effective Date, HGMI shall permit Gaming Individuals who are participants in or otherwise entitled to benefits under the Hyatt Welfare Plans prior to Closing to participate in the Gaming Welfare Plans. Each such individual shall, to the extent applicable, for all purposes under the Gaming Welfare Plans (i) have no preexisting condition limitation imposed other than that which is or was already imposed under the applicable existing Hyatt Welfare Plan, and (ii) be credited with or otherwise have taken into account, to the extent applicable, Service Credits, any expenses incurred towards deductibles, out-of-pocket limits, maximum benefit payments, and any benefit usage towards plan limits credited to such individual under the terms of the applicable existing Hyatt Welfare Plans and as if such expenses and usage had originally been credited to such individual under the Gaming Welfare Plans.

(b) Liabilities after Closing . Except as otherwise provided herein, after the Closing, H-Group, HGMI or HCC as appropriate shall assume or retain and shall be responsible for, or cause its insurance carriers to be responsible for, all liabilities and obligations related to claims asserted or incurred or premiums due with respect to periods on and after the Effective Date in respect of any Gaming Individual or Gaming Qualified Beneficiary, and Hyatt shall have no liability or obligation with respect to those liabilities or claims.

(c) COBRA . As of the Effective Date, the Gaming Medical / Dental Plan shall retain and shall be solely responsible for, or cause its insurance carriers to be responsible for, providing and administering the continuation coverage required by COBRA as it relates to any Gaming Qualified Beneficiary whose first qualifying event occurs on or after the Closing, and Hyatt and the Hyatt Medical / Dental Plan shall have no liability or obligation with respect to them.

(d) Beneficiary Designation . All beneficiary designations made by Gaming Employees under a Hyatt Welfare Plan shall be transferred to and be in full force and effect under the corresponding Gaming Welfare Plan, in accordance with the terms of each such applicable Gaming Welfare Plan and to the extent permissible under such Gaming Welfare Plan, until such beneficiary designations are replaced or revoked in accordance with the terms of the Gaming Welfare Plan by the Gaming Employees who made the beneficiary designation.

(e) Hyatt to Provide Information . To the extent permitted by law, Hyatt shall provide HGMI (to the extent that relevant information is in the possession of Hyatt), with a list of Gaming Individuals who were, to the best knowledge of Hyatt, participants in or otherwise entitled to benefits under the Hyatt Welfare Plans, together with a listing of each such individual’s Service Credit under such Plans and a listing of each such individual’s expenses incurred towards deductibles, out-of-pocket limits, maximum benefit payments, and any benefit usage towards plan limits thereunder. Hyatt shall, as soon as practicable after requested, provide HGMI with such additional information in the possession of Hyatt (and not already in the possession of a member of the Gaming Group) as may be reasonably requested by HGMI and necessary to administer effectively any Gaming Welfare Plan. Hyatt and each member of the Gaming Group shall enter into such other agreements as are necessary to comply with this subsection (e), including but not limited to any agreements required by the Health Insurance Portability and Accountability Act.

Section 5.3. Vacation Liabilities .

(a) Accrued Vacation . Effective on the Closing, (i) Hyatt shall assume, retain and shall be responsible for all accrued liabilities (vested or unvested, and funded or unfunded) for vacation in respect of all Hyatt Individuals as of the Closing, and (ii) the appropriate member of the Gaming Group shall assume, retain and shall be responsible for all accrued liabilities (vested or unvested, and funded or unfunded) for vacation with respect to the Gaming Individuals as of the Closing.

(b) Vacation Accruals Hyatt . From and after the Closing, Hyatt shall be solely responsible for the payment to Hyatt Individuals of vacation or sick leave accrued after the Closing.

(c) Vacation Accruals Gaming . The appropriate member of the Gaming Group shall be solely responsible for the payment to Gaming Individuals of vacation or sick leave accrued after the Closing.

Section 5.4. Complimentary Rooms .

(a) HGMI and H-Group . Hyatt, HGMI and H-Group shall enter into an Ancillary Agreement pursuant to which Hyatt will make available on and after the Effective Date hotel rooms for each Transferred Employee and each Employee of HGMI and H-Group as determined by HGMI under such policy as may be established by HGMI and H-Group from time to time; provided, that such Ancillary Agreement will provide that (i) hotel rooms are subject to availability at the time of reservation, (ii) hotel rooms will be obtained at the Rack C rate or better, but only if the Rack C or such better rate is available to the general public (otherwise, the room will not be deemed “available” for the purpose of reservations under the Ancillary Agreement), and (iii) the Transferred Employees and Employees of HGMI and H-Group who are eligible for such benefit will pay for such rooms and be reimbursed by HGMI or H-Group, as applicable. The cost of rooms reserved on or prior to June 15, 2004 by Employees of HGMI and H-Group shall be borne by Hyatt, even if such rooms are utilized after the Effective Date.

(b) HCC . As of the Effective Date, Employees of HCC shall no longer be eligible to receive complimentary hotel rooms from Hyatt; provided, however, that Hyatt shall honor any confirmed complimentary rooms reserved by Employees of HCC on or prior to June 15, 2004 in accordance with the policy in effect immediately prior to the Effective Date even if such rooms are utilized after the Effective Date. The cost of such rooms shall be borne by Hyatt.

ARTICLE VI.

PAYROLL REPORTING AND WITHHOLDING

Section 6.1. Form W-2 Reporting .

(a) Hyatt Payroll . With respect to Gaming Employees who were Employees of Hyatt prior to the Closing, the appropriate parties will adopt the “alternative procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 96-60 (“ Rev. Proc. 96-60 ”). Under this procedure H-Group, HGMI and HCC as the successor employers shall provide all required Forms W-2 to all Gaming Employees reflecting all wages paid and taxes withheld by both Hyatt as the predecessor and H-Group, HGMI or HCC, as appropriate, as the successor employer for the 2004 calendar year.

(b) HCC Payroll . With respect to Retained Employees who were Employees of HCC prior to the Closing, the appropriate parties will adopt the “alternative procedure” for preparing and filing IRS Forms W-2 as described in Revenue Procedure 96-60. Under this procedure Hyatt as the successor employer shall provide all required Forms W-2 to all Retained Employees reflecting all wages paid and taxes withheld by both HCC as the predecessor and Hyatt, as the successor employer for the 2004 calendar year.

(c) Form 941 . Each party to this Agreement shall be responsible for filing IRS Forms 941 for their respective Employees.

Section 6.2. Forms W-4 and W-5 .

(a) Hyatt Payroll . With respect to Gaming Employees who were Employees of Hyatt prior to the Closing, the appropriate parties will adopt the alternative procedure of Rev. Proc. 96-60 for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Hyatt shall provide to H-Group, HGMI and HCC, as appropriate, all IRS Forms W-4 and W-5 on file with respect to each Gaming Employee, and H-Group, HGMI and HCC will honor these forms until such time, if any, that such Gaming Employee submits a revised form.

(b) HCC Payroll . With respect to Retained Employees who were Employees of HCC prior to the Closing, Hyatt and HCC will adopt the alternative procedure of Rev. Proc. 96-60 for purposes of filing IRS Forms W-4 and W-5. Under this procedure HCC shall provide to Hyatt all IRS Forms W-4 and W-5 on file with respect to each Retained Employee, and Hyatt will honor these forms until such time, if any, that such Retained Employee submits a revised form.

Section 6.3. Garnishments, Tax Levies, Child Support Orders, and Wage Assignments .

(a) Hyatt . With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Hyatt on the Closing for any Gaming Employees, H-Group, HGMI and HCC, as appropriate, shall honor such payroll deduction authorizations with respect to such Gaming Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Hyatt on or before the Closing. Hyatt shall, as soon as practicable after the Closing provide H-Group, HGMI or HCC, as appropriate with such information in the possession of Hyatt (and not already in the possession of a member of the Gaming Group) as may be reasonably requested by H-Group, HGMI or HCC and necessary for H-Group, HGMI or HCC, as appropriate, to make the payroll deductions and payments to the authorized payee as required by this subsection (a).

(b) HCC . With respect to garnishments, tax levies, child support orders, and wage assignments in effect with HCC on the Closing for any Retained Employees, Hyatt shall honor such payroll deduction authorizations with respect to such Retained Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with HCC on or before the Closing. HCC shall, as soon as practicable after the Closing provide Hyatt with such information in the possession of HCC (and not already in the possession of Hyatt) as may be reasonably requested by Hyatt and necessary for Hyatt to make the payroll deductions and payments to the authorized payee as required by this subsection (b).

Section 6.4. Authorizations for Payroll Deductions . Unless otherwise prohibited by a Plan document or by this or an Ancillary Agreement, H-Group, HGMI and HCC, as appropriate, will honor payroll deduction authorizations attributable to Gaming Employees that are in effect with Hyatt on the Closing relating to each Gaming Employee, and shall not require that such Gaming Employee submit a new authorization to the extent that the type of deduction by H-Group, HGMI and HCC, as appropriate does not differ from that made by Hyatt. Unless otherwise prohibited by a Plan document or by this or an Ancillary Agreement, Hyatt will honor payroll deduction authorizations attributable to Retained Employees that are in effect with HCC on the Closing relating to each Retained Employee, and shall not require that such Retained Employee submit a new authorization to the extent that the type of deduction by Hyatt does not differ from that made by HCC. Such deduction types include, without limitation: contributions to any Plan; scheduled loan repayments to any Plan; and direct deposit of payroll, bonus advances, union dues, employee relocation loans, and other types of authorized company receivables usually collectible through payroll deductions. Each party shall, as soon as practicable after the Closing provide the other party with such information in its possession as may be reasonably requested by the other party and as necessary for that party to honor the payroll deduction authorizations contemplated by this Section 6.4.

ARTICLE VII.

LABOR AND EMPLOYMENT MATTERS

Section 7.1. Separate Employers . Subject to the provisions of ERISA and the Code, on and after the Closing and the separation of Employees into their respective companies, Hyatt and each member of the Gaming Group will be separate and independent employers .

Section 7.2. Employment Policies and Practices . Subject to the provisions of ERISA and this Agreement governing post-Closing employment transfers, and except as limited by applicable law or agreement, Hyatt and each member of the Gaming Group may adopt, continue, modify or terminate such employment policies, compensation practices, retirement plans, welfare benefit plans, and other employee benefit plans of any kind or description, as each may determine, in its sole discretion, is necessary or appropriate.

Section 7.3. Employment Litigation .

(a) Claims to be Transferred to HCC and Claims Retained by Hyatt . Except as otherwise provided herein each member of the Gaming Group will be responsible and liable for the employment claims (other than unemployment, and workers compensation claims which are allocated pursuant to Section 7.7 and 7.8 below) with respect to a Transferred Employee, Gaming Employee or Hyatt Terminee that was employed by that member of the Gaming Group and which relate to employment with such member of the Gaming Group before the Closing. Except as otherwise provided, Hyatt shall be responsible and liable for all employment claims with respect to the employment of and/or termination of employment of Retained Employees and Hyatt Terminees employed by Hyatt which relate to employment before the Closing.

(b) Unscheduled Claims .

(i) The H-Group, HGMI and HCC, as appropriate, shall have the sole responsibility for all employment-related claims regarding Gaming Employees that come into existence after the Closing relating to, arising out of, or resulting from the employment of such individuals within the Gaming Business, whether the basis for such claims arose on or after the Closing.

(ii) Grand Victoria shall have sole responsibility for all employment-related claims regarding Grand Victoria Employees whether known or unknown on the Closing and which relate to employment prior to or after the Closing.

(iii) Hyatt shall have the sole responsibility for all employment-related claims regarding Retained Employees that exist, or come into existence, on or after the Closing relating to, arising out of, or resulting from the employment of such individuals with the Hyatt Retained Business, whether the basis for such claims arose on, before or after the Closing.

Section 7.4. Notice of Claims . Each party hereto will, when applicable, notify in writing and consult with the other party prior to making any settlement of an employee claim, for the purpose of avoiding any prejudice to such other party arising from the settlement.

Section 7.5. Employment of Employees with U.S. Work Visas . Transferred Employees with U.S. work visas authorizing them to work for Hyatt or an affiliate thereof will continue to hold such work authorization after the Closing. Hyatt will request amendments to the nonimmigrant visa status of Transferred Employees with U.S. work visas authorizing them to work for Hyatt or an affiliate thereof to request authorization to work for HGMI.

Section 7.6. Assumption of Unemployment Tax Rates . In the event an option exists to allocate state unemployment tax experience of HCC to Hyatt with respect to each Retained Employee who immediately prior to the Closing was an Employee of HCC and who becomes an Employee of Hyatt on or after the Closing, the HCC experience shall be transferred to Hyatt if this results in the lowest aggregate unemployment tax costs for both Hyatt and HCC combined. However, the HCC experience shall be retained by HCC if this results in the lowest aggregate unemployment tax costs for Hyatt and HCC combined.

Section 7.7. Unemployment Insurance Program .

(a) Claims Administration Through Closing . Unless otherwise directed by HGMI, Hyatt shall assist the members of the Gaming Group in receiving service from Hyatt’s third party unemployment insurance administrator after the Closing. H-Group, HGMI and HCC shall cooperate with the unemployment insurance administrator by providing any and all necessary or appropriate information reasonably available to H-Group, HGMI and HCC.

(b) Claim Administration Post-Closing . Before the Closing, Hyatt shall use its commercially reasonable best efforts for and on behalf of H-Group, HGMI and HCC to procure an agreement with its third party unemployment insurance administrator. H-Group, HGMI and HCC shall not unreasonably withhold their consent to adopt such an agreement with such administrator. H-Group, HGMI and HCC shall reimburse Hyatt for any and all direct and indirect costs and expenses associated with such procurement.

Section 7.8. Workers’ Compensation . Claims made with respect to workers’ compensation or similar claims whether or not insured or self-insured or mandated by applicable law (“Compensation Claims”) filed with an appropriate agency by a Gaming Individual or a Hyatt Individual (“Claiming Employee”) shall be allocated pursuant to this Section 7.8.

(a) In the event of a Compensation Claim filed on or after the Closing where the injury occurred or is alleged to have occurred both prior to and subsequent to the Closing, with respect to either (i) a Transferred Employee, or (ii) a Retained Employee who immediately prior to the Closing was an Employee of HCC and who becomes an Employee of Hyatt on and after the Closing, then the liability for such Compensation Claim, if any, as between Hyatt and the appropriate member of the Gaming Group shall be apportioned between them based upon the length of exposure of the Claiming Employee to the product, material, practice, condition or other circumstances claimed to have caused the alleged injury, with the proportionate share of such liability being equal to a fraction, the denominator of which shall be the Claiming Employee’s total length of exposure to such product, material practice, condition or other circumstances claimed to have caused the alleged injury, and the numerator of which shall be, such Claiming Employee’ s total length of exposure after the Closing.

(b) All other Compensation Claims shall be the responsibility of the Employer of such Claiming Employee on the date the injury occurred or is alleged to have occurred.

ARTICLE VIII.

INDEMNIFICATION

Section 8.1. Indemnification by Hyatt . Except as otherwise expressly set forth herein, Hyatt shall indemnify, defend and hold harmless the Gaming Indemnitees and each of them from and against any and all losses, liabilities, damages, including, without limitation, the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and

compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions of the Gaming Indemnitees arising out of or attributable to the failure of Hyatt to perform its obligations under this Agreement.

Section 8.2. Indemnification by Gaming . Except as otherwise expressly set forth herein, each member of the Gaming Group shall indemnify, defend and hold harmless the Hyatt Indemnitees and each of them from and against any and all losses, liabilities, damages, including, without limitation, the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions of the Hyatt Indemnitees arising out of or attributable to the failure of a member of the Gaming Group to perform its obligations under this Agreement.

Section 8.3. Insurance Proceeds . The amount which any party (an “Indemnifying Party”) is or may be required to pay to any other party (an “Indemnitee”) pursuant to this Article VIII shall be reduced (including, without limitation, retroactively) by any moneys (a) received by an Indemnitee from an insurance carrier, or (b) paid by an insurance carrier on behalf of the Indemnitee, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, cost or reserve paid or held by or for the benefit of such insured (the “Insurance Proceeds”) or other amounts actually recovered by or on behalf of such Indemnitee in reduction of the related indemnifiable losses, liabilities and damages, whether under Section 8.1, or Section 8.2 (each, an “Indemnifiable Loss”). If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds, or other amounts in respect of such Indemnifiable Loss as specified above, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received.

Section 8.4. Procedure for Indemnification .

(a) If an Indemnitee shall receive notice or otherwise learn of the assertion by any person (including, without limitation, any governmental entity) who is not a party to this Agreement of any claim or of the commencement by any such person of any action with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a “ Third-Party Claim ”), such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, that the failure of any Indemnitee to give notice as required by this Section 8.4 shall not relieve the Indemnifying Party of its obligations under this Article VIII, except to the extent that such Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by such Indemnitee.

(b) Within 30 days of the receipt of notice from an Indemnitee in accordance with Section 8.4(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall, if the Indemnitee is entitled to indemnification hereunder, assume responsibility for such Third-Party Claim, and such Indemnitee shall cooperate in the defense or settlement or compromise of such Third-Party Claim. After an Indemnifying Party assumes responsibility for a Third-Party Claim, such Indemnifying Party shall not be

liable to such Indemnitee under this Article VIII for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided, that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees, and, in such Indemnitees’ reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnitee (which shall not be unreasonably withheld or delayed), (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which (A) does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Third Party Claim or (B) includes an admission of fault, culpability or a failure to act by or on behalf of an Indemnitee or (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnitee other than financial obligations for which such Indemnitee will be indemnified hereunder. No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnitee without the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) if such settlement or compromise would result in an obligation of the Indemnifying Party to indemnify such Indemnitee, or would otherwise result in liability of, or have an adverse impact upon, such Indemnifying Party. If an Indemnifying Party fails to assume responsibility for a Third-Party Claim, such Indemnitee may defend or seek to compromise or settle such Third-Party Claim.

(c) If an Indemnifying Party is defending or seeking to compromise any Third-Party Claim, the Indemnitee shall make available to such Indemnifying Party any personnel and any books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for such defense.

(d) Any claim on account of an Indemnifiable Loss which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 15 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 15-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to it under applicable law or under this Agreement.

(e) In addition to any adjustments required pursuant to Section 8.3, if the amount of any Indemnifiable Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party.

(f) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Section 8.5. Remedies Cumulative . The remedies provided in this Article VIII shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

ARTICLE IX.

MISCELLANEOUS

Section 9.1. Amendment . No change or amendment will be made to this Agreement, except by an instrument in writing signed by the parties.

Section 9.2. Preservation of Right To Amend or Terminate Plans . Except as otherwise expressly provided herein, no provisions of this Agreement, including, without limitation, the agreement of the parties to make a contribution or payment to or under any Plan referred to herein for any period, shall be construed as a limitation on the right of any party to amend such Plan or terminate its participation therein which any party would otherwise have under the terms of such Plan or otherwise. No party shall amend any Plan to the extent that such amendment would have the effect of increasing the liabilities of an other party under any Plan of the other party, without such other party’s consent.

Section 9.3. Relationship of Parties . Nothing in this Agreement shall be deemed or construed by the parties hereto or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties hereto, it being understood and agreed that no provision contained herein, and no act of the parties hereto, shall be deemed to create any relationship between such parties other than the relationship set forth herein.

Section 9.4. Access to Information; Cooperation; Allocation Information .

(a) The parties and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such party. The parties hereto shall provide one another with such information within the scope of this Agreement as is reasonably necessary to administer each party’s Plans.

(b) The parties hereto shall cooperate with each other to minimize the disruption caused by any such access and providing of information. The parties shall provide records and retain records with respect to the Plans in accordance with the record retention provisions contained in the Ancillary Agreements.

(c) Prior to making any allocation of costs, liabilities, contributions or Employees under the provisions of this Agreement, Hyatt shall provide the appropriate member of the Gaming Group with detailed information regarding such allocation, including the methodology used for determining such allocation. The members of the Gaming Group shall have a reasonable opportunity to review such information and provide Hyatt with comments or such additional facts or information as they deem necessary so that such allocation is made in accordance with the intent of this Agreement.

Section 9.5. Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party hereto and any purported transfer without such consent shall be void.

Section 9.6. Headings . The section and paragraph headings and table of contents contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.7. Severability . If any provision set forth in this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being too extensive in any respect, such provision shall be interpreted to have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity of the other provisions hereof, which shall continue in full force and effect.

Section 9.8. Parties in Interest; No Third Party Beneficiary Rights .

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as specifically provided herein, this Agreement is for the sole and exclusive benefit of the parties hereto and nothing herein is intended to give or shall be construed to give to any person or entity other than the parties hereto any rights or remedies hereunder.

(b) No provision of this Agreement shall create any third party beneficiary rights in any Employee, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Employee by either party hereto or under any Plan which a party may maintain.

(c) Nothing contained in this Agreement shall confer upon any Employee any right with respect to continuance of employment by either party hereto, nor shall anything herein interfere with the right of either party hereto to terminate the employment of any Employee at any time, with or without cause, or restrict a party in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of an Employee, except as provided by applicable law.

(d) No provision of this Agreement, the Master Distribution Agreement, or any Ancillary Agreement shall be construed to create any right or accelerate entitlement to any compensation or benefit whatsoever on the part of any Gaming Employee, Retained Employee, Grand Victoria Employee or other former, present or future employee of the parties under any Plan or otherwise. Without limiting the generality of the foregoing: (a) neither the Spin-Offs nor the withdrawal of any member of the Gaming Group from any Hyatt Plan shall cause any Employee to be deemed to have incurred a termination of employment; and (b) no transfer of employment between the parties before the Closing shall be deemed a termination of employment for any purpose hereunder.

Section 9.9. Notices . Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party (or other person referred to herein) shall be in writing and shall be deemed to be given and effective (a) upon delivery if delivered in person or by courier, (b) when sent by electronic transmission (telecopy or facsimile transmission), receipt confirmed, (c) five days after being sent by first class mail, postage prepaid or (d) when receipt is acknowledged if mailed by certified mail, postage prepaid, return receipt requested. The notice shall be delivered to the addresses of each party hereto as follows, or to such other persons or addresses as may be designated in writing by the party to receive such notice:

Prior to February 1, 2005 :

(i)

if to Hyatt:

Hyatt Corporation

200 West Madison Street

42nd Floor

Chicago, Illinois 60606

Attention: General Counsel

Facsimile: (312) 750-8581

(ii)

if to HGMI, HCC or Grand Victoria, to:

Hyatt Gaming Management, Inc.

200 West Madison Street

40th Floor

Chicago, Illinois 60606

Attention: General Counsel

Facsimile: (312) 920-6463

(iii)

if to H-Group:

H Group Holding, Inc.

200 West Madison Street

38th Floor

Chicago, Illinois 60606

Attention: Harold Handelsman

Facsimile:

On or after February 1, 2005 :

(i)

if to Hyatt:

Hyatt Corporation

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

(ii)

if to HGMI, HCC or Grand Victoria:

Hyatt Gaming Management Inc.

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

(iii)

if to H-Group:

H Group Holding, Inc.

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Harold S. Handelsman

with a copy to:

Latham & Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, Illinois 60606

Attention: Michael A. Pucker

Facsimile: (312) 993-9767

Section 9.10. Further Assurances . Each of the parties hereto promptly shall execute such documents and other instruments and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and to consummate the transactions contemplated hereby.

Section 9.11. Waiver of Conditions . The conditions to each of the parties’ obligations to effect the transactions contemplated herein are for the sole benefit of such party. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 9.12. Governing Law . This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Illinois, without giving effect to principles of conflicts of laws thereof; provided, however, that the provisions hereof that be subject, in all respects, to the gaming regulatory bodies in the respective jurisdictions in which the Gaming Business is or may be conducted. To the extent that the rulings of any one or more of such regulatory bodies is inconsistent in any material respect with the express provisions hereof, the parties agree to negotiate in good faith to address the implications of all of such rulings, such that the intents and purposes of this Agreement are preserved, failing which this Agreement and the rights and obligations of the parties shall terminate, in whole or in part, as the case may be.

Section 9.13. Entire Agreement . This Agreement constitutes the entire understanding between the parties hereto, and supersedes all prior written or oral communications, relating to the subject matter covered by said agreements. No amendment, modification, extension or failure to enforce any condition of this Agreement by either party shall be deemed a waiver of any of its rights herein.

Section 9.14. Counterparts . This Agreement and any amendments hereto may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

Section 9.15. Survival . Obligations described in this Agreement shall remain in full force and effect and shall survive the Closing.

Section 9.16. Dispute Resolution .

(a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party may initiate arbitration by notice to the other party (a “ Request for Arbitration ”). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by Hyatt from a list of at least five (5) individuals who are independent and qualified to serve as an arbitrator submitted by HGMI within fifteen (15) days after delivery of the Request for Arbitration. Hyatt will make its appointment within ten (10) days after it receives the list of qualified individuals from HGMI. In the event HGMI fails to send a list of at least five (5) qualified individuals to serve as arbitrator to Hyatt within such fifteen-day time period, then Hyatt shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event that Hyatt fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals with ten (10) days after its receipt of such list from HGMI, HGMI shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no business relationship, directly or indirectly, with either of the parties and who has at least ten (10) years of experience in the practice of law with experience in employment matters. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “ Claim ”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submissions and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the courts of Cook County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction of and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 9.16(a) OF THIS AGREEMENT.

(c) The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

(d) Nothing in this Agreement will prevent a party from seeking injunctive relief against the other party from any competent court or other authority pending the resolution of a controversy or claim through arbitration.

Section 9.17. Reimbursement . The parties acknowledge that Hyatt, on the one hand, and the members of the Gaming Group, on the other hand, may incur costs and expenses, including, but not limited to, contributions to Plans and the payment of insurance premiums arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of other parties hereto. Accordingly, the parties shall reimburse each other, as soon as practicable, but in any event within thirty (30) days of receipt from the other party hereto of appropriate verification, for all such costs and expenses.

Section 9.18. Default . In the event of a material default by either party hereunder, the non-defaulting party shall be entitled to all remedies provided by law or equity (including reasonable attorneys’ fees and costs of suit incurred).

Section 9.19. Force Majeure . Hyatt and the members of the Gaming Group shall incur no liability to each other due to a default under the terms and conditions of this Agreement resulting from fire, flood, war, power failure, major equipment breakdowns, riots, acts of God, acts of United States’ enemies, laws, orders or at the insistence or result of any governmental authority or any other delay beyond each other’s reasonable control.

Section 9.20. Attorney-Client Privilege . The provisions herein requiring either party hereto to cooperate shall not be deemed to be a waiver of the attorney/client privilege for any party to this Agreement nor shall it require either party to waive its attorney-client privilege.

Section 9.21. Specific Performance . The parties hereto agree that the remedy at law for any breach of this Agreement will be inadequate and that any party by whom this Agreement is enforceable shall be entitled to specific performance in addition to any other appropriate relief or remedy. Such party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable laws, each party waives any objection to the imposition of such relief.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Employee Benefits and Other Employment Matters Agreement as of the date first above written.


HYATT CORPORATION

By:	/s/ Kirk Rose
	Name: Kirk Rose
	Title: Senior Vice President–Finance

H GROUP HOLDING, INC.

By:	/s/ Harold S. Handelsman
	Name: Harold S. Handelsman
	Title: Vice President, Secretary and Treasurer

HYATT GAMING MANAGEMENT, INC.

By:	/s/ Pete Liguroi
	Name: Pete Liguroi
	Title: Vice President

HCC CORPORATION

By:	/s/ Martha Sabol
	Name: Martha Sabol
	Title: Vice President and Secretary

GRAND VICTORIA CASINO & RESORTS, L.P.,

By:	Indiana RBG, L.P, its General Partner

	By:	HCCC Corp., its General Partner

		By:	/s/ Pete Liguori
			Name: Pete Liguori
			Title: Vice President and Treasurer

Schedule 1

Daniel Azark – H-Group

Maria Rentas – H Group

Richard Schulze – FMG, Inc.

Kathleen Jackson – FMG, Inc.

Schedule 2

Fred Alexander

Jacqueline Andrew

Daniel Azark

John Biggs

Frank Borg

Peter Connolly

Bill Eider-Orley

Pat Foley

Lowell Goodman

Jack Hardy

Darryl Hartley-Leonard

Jim Howard

Patricia Howard

Albert Kelly

Richard Nelson

Ken Posner

Ed Rabin

Fred Sarbach

Ludwig Strodel

Edward Sullivan

Linda Chellino

Neil Locke

Cody Plott

Karen Rugen

Mary Catherine Sexton

Richard Schulze

Hartmut Stauss

Peter Underwood

Marc Yanofsky

David Zdikoff

Exhibit 10.40

SMG

701 Market Street, 4 ^th Floor

Philadelphia, PA 19106

Hyatt Corporation

c/o Global Hyatt Corporation

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

Attention: General Counsel

June 14, 2007

VIA FEDEX AND TELECOPIER

Re:

Indemnification of Hyatt Corporation

Gentlemen:

Reference is made to that Indenture of Lease (the “ Lease Agreement ”), dated as October 15, 1979, by and between the County of Nassau and Hyatt Management Corporation of New York, Inc. (“ HMC ”). Pursuant to the terms of the Lease Agreement, Hyatt Corporation (“ Hyatt ”) guaranteed certain obligations of HMC. HMC’s successor subsequently assigned its rights and obligations under the Lease Agreement to SMG, a Pennsylvania general partnership (“ SMG ”). In connection with and as a condition to the acquisition of SMG by affiliates of American Capital, SMG has agreed to indemnify Hyatt for its obligations under the Lease Agreement, as set forth herein.

SMG hereby agrees to indemnify, defend and hold harmless Hyatt and its directors, officers, employees, affiliates, successors, permitted assigns, agents and representatives (collectively, the “ Indemnitees ”) from and against any and all demands, claims, actions, causes of action, costs, damages, deficiencies, taxes, penalties, fines or other losses or expenses, including all interest, penalties, reasonable attorneys’ fees and expenses, and amounts paid or incurred in connection with any action, demand, legal or arbitration proceeding, investigation or claim, including any amounts paid in settlement thereof (collectively, “ Losses ”), arising out of or in connection with Hyatt’s obligations under the Lease Agreement. SMG’s indemnification obligations to the Indemnitees shall be secured by (but not in any way limited by) a letter of credit in the amount of $750,000 and in the form attached hereto as Exhibit A (as renewed or replaced from time to time with a replacement letter of credit on substantially the same terms, the “ Letter of Credit ”). The Letter of Credit (i) shall be issued by Bank of America, N.A. on the date hereof, and (ii) shall remain outstanding as long as Hyatt has any obligations under the Lease Agreement. Upon expiration or termination of the Guaranty, Hyatt shall issue the Notice of Cancellation to the issuer of the Letter of Credit as provided therein and return the original Letter of Credit to SMG. ARAMARK will only draw on the Letter of Credit in accordance with the terms thereof.

SMG hereby agrees and covenants that it will not renew or otherwise extend the term of the Lease Agreement unless Hyatt would have no obligations whatsoever under the guaranty in the Lease Agreement accruing from and after the commencement date of such extension or renewal.

Very truly yours,


SMG

By:		SMG Holdings I, LLC, a general partner

By:		/s/ Harold Westley
Name:		Harold Westley
Title:		President and Chief Executive Officer

SIGNATURE PAGE TO INDEMNITY LETTER

Exhibit A

Form of Letter of Credit

LOGO


BANK OF AMERICA		-		CONFIDENTIAL

DATE: SEPTEMBER 4, 2007

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3089452


		ISSUING BANK BANK OF AMERICA, N.A. 1000 W. TEMPLE STREET 7TH FLOOR, CA9-705-07-05 LOS ANGELES, CA 90012-1514

BENEFICIARY HYATT CORPORATION 71 SOUTH WALKER DRIVE, 12TH FLOOR CHICAGO, IL 60606		APPLICANT SMG A PENNSYLVANIA GENERAL PARTNERSHIP 701 MARKET STREET PHILADELPHIA, PA 19106

ATTN: SUSAN T. SMITH SENIOR VICE PRESIDENT AND GENERAL COUNSEL

AMOUNT

NOT EXCEEDING USD 750,000.00

NOT EXCEEDING SEVEN HUNDRED FIFTY THOUSAND AND 00/100’S US DOLLARS

EXPIRATION

JUNE 14, 2008 AT OUR COUNTERS

AT THE REQUEST AND FOR THE ACCOUNT OF OUR CUSTOMER, SMG A PENNSYLVANIA GENERAL PARTNERSHIP; THE APPLICANT, WE HEREBY ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR WHICH IS AVAILABLE BY PAYMENT AGAINST PRESENTATION OF YOUR DRAFTS DRAWN AT SIGHT ON BANK OF AMERICA, N.A. BEARING THE CLAUSE “DRAWN UNDER BANK OF AMERICA, N.A. IRREVOCABLE LETTER OF CREDIT NO. 3089452” ACCOMPANIED BY THE FOLLOWING DOCUMENT(S):

1.	THIS ORIGINAL LETTER OF CREDIT AND AMENDMENT(S), IF ANY.

2.	YOUR SIGNED CERTIFICATE STATING THAT:

“THE APPLICANT HAS BREACHED ITS OBLIGATIONS TO MAKE PAYMENTS TO US UNDER THAT CERTAIN INDEMNIFICATION LETTER. WE ARE DEMANDING PAYMENT OF U.S. .” OR

ORIGINAL

“WE HAVE RECEIVED A NON-RENEWAL NOTICE FROM BANK AND HAVE NOT RECEIVED A REPLACEMENT LETTER OF CREDIT ON THE SAME TERMS AND CONDITIONS. WE ARE DEMANDING PAYMENT OF U.S. .”

WE ARE ADVISED BY THE APPLICANT THAT THIS LETTER OF CREDIT IS ISSUED IN CONNECTION WITH THAT CERTAIN LETTER OF INDEMNIFICATION FROM THE APPLICANT TO YOU, DATED JUNE 14, 2007.

THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3089452

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED.

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AUTHORIZED SIGNATURE

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ORIGINAL

Exhibit 10.41

ARAMARK Corporation

1101 Market Street

Philadelphia, Pennsylvania 19107

Hyatt Corporation

c/o Global Hyatt Corporation

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

June 14, 2007

VIA FEDEX AND TELECOPIER

Re:

Indemnification of Hyatt Corporation

Gentlemen:

Reference is made to that Indenture of Lease (the “ Lease Agreement ”), dated as October 15, 1979, by and between the County of Nassau and Hyatt Management Corporation of New York, Inc. (“ HMC ”). Pursuant to the terms of the Lease Agreement, Hyatt Corporation (“ Hyatt ”) guaranteed certain obligations of HMC. HMC’s successor subsequently assigned its rights and obligations under the Lease Agreement to SMG, a Pennsylvania general partnership (“ SMG ”). In connection with and as a condition to the acquisition of SMG by affiliates of American Capital, SMG agreed to indemnify Hyatt for its obligations under the Lease Agreement, as set forth in an indemnification letter agreement dated as of June 14, 2007 (the “ SMG Indemnification Agreement ”), which indemnification obligation is supported by a letter of credit as required thereunder (the “ L/C ”).

In order to facilitate the acquisition of SMG by affiliates of American Capital, ARAMARK Corporation (“ARAMARK”) hereby agrees to indemnify Hyatt and its directors, officers, employees, affiliates, successors, permitted assigns, agents and representatives (collectively, the “ Indemnitees ”) from and against fifty percent (50%) of any and all Losses (as defined in the SMG Indemnification Agreement) with respect to which Hyatt has not been made whole by SMG (or otherwise); provided , however , that ARAMARK shall not have any obligations or liabilities pursuant to this letter agreement unless and until Hyatt has exhausted all of its remedies under the SMG Indemnification Agreement and the L/C.

Very truly yours,


ARAMARK CORPORATION

By:		/s/ Christopher S. Holland
Name:		Christopher S. Holland
Title:		Senior Vice President and Treasurer

Acknowledged and Agreed:


HYATT CORPORATION

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Senior Vice President Finance and Treasurer

Exhibit 10.42

TAX SEPARATION AGREEMENT

TAX SEPARATION AGREEMENT, dated as of June 30, 2004, by and among H Group Holding, Inc., a Delaware corporation (“Holding”), Hyatt Corporation, a Delaware corporation (“Hyatt”), CC-Development Group, Inc., a Delaware corporation (“Classic”), and each of their respective direct and indirect Subsidiaries. References herein to a “Party” (or “Parties”) to this Agreement, shall refer to Holding, Hyatt and Classic.

RECITALS

WHEREAS, Holding and its Subsidiaries (including Hyatt and Classic and their respective Subsidiaries, from time to time) have joined in filing consolidated federal Tax Returns and certain consolidated, combined or unitary state, local or foreign Tax Returns;

WHEREAS, Holding, Hyatt and Classic have entered into that certain Master Distribution Agreement, dated as of the date hereof (the “Distribution Agreement”), pursuant to which Holding will distribute all of the outstanding common stock in each of Classic and Hyatt to its stockholders in transactions intended to qualify for tax-free treatment under Code Section 355 (the “Classic Spin-off” and the “Hyatt Spin-off,” respectively, and collectively, the “Spin-offs”);

WHEREAS, pursuant to the Classic Spin-off, Classic and its Subsidiaries will leave the Pre-Spin-off Group;

WHEREAS, pursuant to the Hyatt Spin-off, Hyatt and its Subsidiaries will leave the Pre-Spin-off Group; and

WHEREAS, the Parties hereto wish to provide for (i) allocations of, and indemnifications against, certain liabilities for Taxes, (ii) the preparation and filing of Tax Returns and the payment of Taxes with respect thereto, and (iii) certain related matters.

NOW THEREFORE, in consideration of their mutual promises, the Parties hereby agree as follows:

Definitions .

When used herein the following terms shall have the following meanings:

“ Affiliated Group ” — an affiliated group of corporations within the meaning of Code Section 1504(a) for the Taxable Period or, for purposes of any state income tax matters, any consolidated, combined or unitary group of corporations within the meaning of the corresponding provisions of tax law for the state in question.

“ Classic ” — as defined in the preamble to this Agreement.

“ Classic Group ” — Classic and each corporation that joins with Classic in filing a consolidated federal income Tax Return for any Post-Closing Taxable Period. For purposes of this Agreement, the Classic Group shall exist from the beginning of the day immediately after the Distribution Date.

“ Classic Member ” — a corporation that (i) was a Pre-Spin-off Member and (ii) becomes a member of the Classic Group at the beginning of the day immediately after the Distribution Date.

“ Classic Separate Return Basis ” — the Tax liability (including any minimum tax liability), determined at the end of the Taxable Period or Straddle Period, for the Classic Members (or any specific Classic Member) computed as if such corporations were not part of the Holding Group, but rather a separate Affiliated Group with Classic as the common parent. Such computation shall be made without regard to the income, deductions (including net operating loss and capital loss deductions) and credits of any Holding Member or Hyatt Member. The income, deductions, credits, carryovers and other tax attributes of the Classic Members shall be determined in accordance with all elections used (with the exception of foreign tax credits available) by each Classic Member. In calculating Tax liability on the Classic Separate Return Basis, the separate taxable income or loss of any Classic Member shall be computed as if such member filed a separate income Tax Return for all Taxable Periods and Straddle Periods, except that such member will be allowed to include, without limitation, current capital losses, current Section 1231 losses and current charitable contribution deductions under Section 170 in the computation of its separate taxable income or loss. Such member shall not be entitled to the benefit of any carryover or carry back of any losses or deductions. Any gains or losses on inter-company transactions between Classic Members shall not be taken into account.

“ Classic Transition Services Agreement ” — that certain Transition Services Agreement of even date herewith between Hyatt and Classic.

“ Code ” — the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the Taxable Year in question.

“ Combined Jurisdiction ” — for any Taxable Period, any state, local or foreign jurisdiction in which a Party or a Subsidiary of a Party is included in a consolidated, combined, unitary or similar return for such state, local or foreign Tax purposes.

“ Distribution Agreement ” — as defined in the preamble to this Agreement.

“ Distribution Date ” — the single date on which the Hyatt Spin-off and the Classic Spin-Off are effected by Holding.

“ Estimated Tax Return ” — any Tax Return that is required to be filed with respect to payments of estimated Taxes.

“ Final Determination ” — (i) a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (ii) a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or comparable agreements under the laws of other jurisdictions; (iii) any other final settlement with the IRS or other Taxing Authority; or (iv) the expiration of an applicable statute of limitations.

“ Holding ” — as defined in the preamble to this Agreement.

“ Holding Group ” — Holding and each corporation that joins with Holding in filing a consolidated federal income Tax Return for any Post-Closing Taxable Period. For purposes of this Agreement, the Holding Group shall exist from the beginning of the day immediately after the Distribution Date.

“ Holding Member ” — a corporation that (i) was a Pre-Spin-off Member and (ii) becomes a member of the Holding Group at the beginning of the day immediately after the Distribution Date.

“ Holding Transition Services Agreement ” — that certain Transition Services Agreement of even date herewith between Hyatt and Holding.

“ Hyatt ” — as defined in the preamble to this Agreement.

“ Hyatt Group ” — Hyatt and each corporation that joins with Hyatt in filing a consolidated federal income Tax Return for any Post-Closing Taxable Period or Straddle Period. For purposes of this Agreement, the Hyatt Group shall exist from the beginning of the day immediately after the Distribution Date.

“ Hyatt Member ” — a corporation that (i) was a Pre-Spin-off Member and (ii) becomes a member of the Hyatt Group at the beginning of the day immediately after the Distribution Date.

“ Hyatt Separate Return Basis ” — the Tax liability (including any minimum tax liability), determined at the end of any Taxable Period or Straddle Period, for the Hyatt Members (or any specific Hyatt Member) computed as if such corporations were not part of the Holding Group, but rather a separate Affiliated Group with Hyatt as the common parent. Such computation shall be made without regard to the income, deductions (including net operating loss and capital loss deductions) and credits of any Holding Member or Classic Member. The income, deductions, credits, carryovers and other tax attributes of the Hyatt Members shall be determined in accordance with all elections used (with the exception of foreign tax credits available) by each Hyatt Member. In calculating Tax liability on the Hyatt Separate Return Basis, the separate taxable income or loss of any Hyatt Member shall be computed as if such member filed a separate income Tax Return for all Taxable Periods or Straddle Periods, except that such member will be allowed to include, without limitation, current capital losses, current Section 1231 losses and current charitable contribution deductions under Section 170, in the computation of its separate taxable income or loss. Such member shall not be entitled to the benefit of any carryover or carry back of any losses or deductions. Any gains or losses on inter-company transactions between Hyatt Members shall not be taken into account.

“ Information Return(s) ” — with respect to any corporation or Affiliated Group, any and all reports, returns, declarations or other filings (other than Tax Returns) required to be supplied to any Tax Authority.

“ IRS ” — the Internal Revenue Service.

“ Overpayment Rate ” — the rate of interest imposed by the United States federal government on corporate overpayments of tax for the applicable period.

“ Post-Closing Straddle Period ” — with respect to any Straddle Period, the period beginning on the day after the Distribution Date and ending on the last day of such Taxable Year.

“ Post-Closing Taxable Period ” — a Taxable Year that begins after the Distribution Date.

“ Pre-Closing Straddle Period ” — with respect to any Straddle Period, the period beginning on the first day of such Taxable Year and ending on the close of business on the Distribution Date.

“ Pre-Closing Taxable Period ” — a Taxable Year that ends at or before the close of business on the Distribution Date.

“ Preliminary Transactions ” — those certain transactions occurring on or before the Distribution Date that are defined as “Preliminary Transactions” in the Distribution Agreement.

“ Pre-Spin-off Group ” — Holding and each corporation that joined with Holding in filing a consolidated federal income Tax Return for any Pre-Closing Taxable Period. For purposes of this Agreement, the Pre-Spin-off Group shall terminate at the close of business on the Distribution Date.

“ Pre-Spin-off Member ” — a corporation that was a member of the Pre-Spin-off Group immediately prior to the Spin-offs.

“ Representative ” — with respect to any person or entity, any of such person’s or entity’s directors, officers, employees, agent, consultants, accountants, attorneys and other advisors.

“ Spin-offs ” — as defined in the Preamble to this Agreement.

“ Straddle Period ” — any Taxable Year beginning before and ending after the close of business on the Distribution Date.

“ Subsidiary ” — with respect to any corporation (the “given corporation”), each corporation that is, at the time in question, controlled by the given corporation. For purposes of this definition, “control” means the possession, directly or indirectly, of the requisite ownership such that the corporations would be members of an Affiliated Group.

“ Tax(es) ” — with respect to any corporation or group of corporations, any and all taxes based upon or measured by net income, gross income or gross receipts (when levied in lieu of an income tax) or alternative minimum taxable income, regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise imposed by any Taxing Authority, whether any such tax is imposed directly or through withholding, together with any interest and any penalty, addition to tax or additional amount.

“ Taxable Period ” — either a Pre-Closing Taxable Period or a Post-Closing Taxable Period.

“ Taxable Year ” — a taxable year (which may be shorter than a full calendar or fiscal year), year of assessment or similar period with respect to which any Tax may be imposed.

“ Tax Benefit(s) ” — (i) in the case of a Tax for which a consolidated federal, or a consolidated, combined or unitary state or local, Tax Return is filed, the amount by which the Tax liability of the Affiliated Group or other relevant group of corporations is actually reduced on a “with and without” basis (by deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, as an adjustment to taxable income in any other Taxable Year or as a carryforward or carryback and including the effect of such reduction on other Taxes), plus any interest received with respect to any related Tax refund, and (ii) in the case of a Tax for which a separate Tax Return is filed, the amount by which the Tax liability of a corporation is actually reduced on a “with and without” basis (by deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, as an adjustment to taxable income in any other Taxable Year or as a carryforward or carryback, and including the effect of such reduction on other Taxes), plus any interest received with respect to any related Tax refund.

“ Taxing Authority ” — the IRS and any other domestic or foreign governmental authority responsible for the administration of any Tax.

“ Tax Return(s) ” — with respect to any corporation or Affiliated Group, all returns, reports, estimates, information statements, declarations and other filings relating to, or required to be filed in connection with, the payment or refund of any Tax.

“ Underpayment Rate ” — the rate of interest imposed by the United States federal government on corporate underpayments of tax for the applicable period.

Obligations, Responsibilities and Rights of Holding, Hyatt and Classic .

(a) Preparation and Filing of Tax Returns.

(i) By Holding . Holding shall prepare and timely file (or cause to be prepared and timely filed, pursuant to the Holding Transition Services Agreement or otherwise):

(A) all Tax and Information Returns (including any Estimated Tax Returns) of the Pre-Spin-off Group and any Pre-Spin-off Member that are required to be filed on or before the Distribution Date;

(B) all Tax and Information Returns (including any Estimated Tax Returns) of the Pre-Spin-off Group or any Pre-Spin-off Member for all Pre-Closing Taxable Periods that are not required to be filed on or before the Distribution Date;

(C) all Tax and Information Returns (including any Estimated Tax Returns) of the Pre-Spin-off Group or any Pre-Spin-off Member for all Straddle Periods that are not required to be filed on or before the Distribution Date;

(ii) By Hyatt . Hyatt shall prepare and timely file (or cause to be prepared and timely filed), all Tax and Information Returns (including any Estimated Tax Returns) of the Hyatt Group and any Hyatt Subsidiary for all Post-Closing Taxable Periods.

(iii) By Classic . Classic shall prepare and timely file (or cause to be prepared and timely filed, pursuant to the Classic Transition Services Agreement or otherwise) all Tax and Information Returns (including any Estimated Tax Returns) of the Classic Group and any Classic Subsidiary for all Post-Closing Taxable Periods.

(b) Provision of Filing Information . Each Party shall cooperate and assist the other Party in the preparation and filing of all Tax and Information Returns subject to Section 2(a)(i), including by submitting and submit to the other Parties (i) all necessary filing information and (ii) all other information reasonably requested by the other Party in connection with the preparation of such Tax and Information Returns promptly after such request.

(c) Taxable Year . Holding, Hyatt and Classic agree that, for Tax purposes, (i) the Hyatt Members and the Classic Members shall be included in the consolidated federal Tax Return of the Pre-Spin-off Group for the Taxable Year that ends at the close of business on the Distribution Date (and in all related consolidated, combined or unitary state or local Tax Returns of the Pre-Spin-off Group for or including such Taxable Year) and (ii) the Hyatt Group and each Hyatt Member, and the Classic Group and each Classic Member, shall begin a new Taxable Year for purposes of such federal and, to the extent permitted by law, state Taxes on the day after the Distribution Date. The Parties further agree that, to the extent permitted by applicable law, all federal, state or other Tax Returns shall be filed consistently with this position.

(d) Straddle Period Taxes . For purposes of this Agreement, Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods, in Holding’s reasonable judgment with the consent of the appropriate Hyatt and Classic personnel, which shall not be unreasonably withheld, on the basis of the actual taxable income for each such period, determined by closing the books of the Pre-Spin-off Group at the close of business on the Distribution Date.

(e) Payment of Taxes . Subject to Section 3, Holding, on behalf of the Pre-Spin-off Members, shall pay to the appropriate Tax Authorities (i) all Taxes shown to be due and payable on all Tax Returns filed by Holding pursuant to Sections 2(a)(i)(A), 2(a)(i)(B) and 2(a)(i)(C) and (ii) all Taxes that shall thereafter become due and payable with respect to all Tax Returns filed pursuant to Sections 2(a)(i)(A), 2(a)(i)(B) and 2(a)(i)(C) as a result of a Final Determination. Hyatt and Classic shall pay all Taxes attributable to all Tax Returns filed by them pursuant to Section 2(a)(ii) or 2(a)(iii), as applicable.

(f) Tax Elections . Nothing in this Agreement is intended to change or otherwise affect any previous tax election made by or on behalf of the Pre-Spin-off Group (including the election with respect to the calculation of earnings and profits under Code

Section 1552 and the regulations thereunder). Holding, as common parent of the Holding Group, shall continue to have discretion, reasonably exercised, to make any and all elections with respect to all members of the Pre-Spin-off Group for all Pre-Closing Taxable Periods for which it is obligated to file Tax or Information Returns under Section 2(a)(i).

(g) Refunds of Taxes .

(i) Holding shall be entitled to any refund of Taxes and any other Tax Benefits realized as a result of a Final Determination with respect to all Tax Returns filed pursuant to Section 2(a)(i); provided , however , that Holding shall reimburse Hyatt and Classic, as applicable, for the amount of any Tax refunds or other Tax Benefits, including any deposits or pre-paid Taxes, attributable to any Hyatt or Classic Member for all Pre-Closing Taxable Periods that arise as a result of a Final Determination. Any such Tax refunds or other Tax Benefits attributable to a Straddle Period shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period on a basis consistent with the method used to allocate the Tax liability for such Straddle Period.

(ii) If any Party to this agreement receives a Tax refund or other Tax Benefit to which another Party to this agreement is entitled pursuant to this Agreement, such Party shall pay (in accordance with Section 4) the amount of such Tax refund or other Tax Benefit to the appropriate other Party.

(iii) In the event that on or before June 30, 2005, Holding has not received a Tax refund or other Tax Benefit from the IRS with respect to pre-1992 tax years in the amount of Thirty-Two Million Dollars ($32 million) (inclusive of interest paid by the IRS), Hyatt shall pay such amount to Holding on or before August 1, 2005. Upon receipt of a Tax refund or other Tax Benefit with respect to such tax years, Holding shall pay to Hyatt the Tax refund or other Tax Benefit received (including interest paid by the IRS) in an amount not to exceed $32 million, plus interest at the Overpayment Rate from August 1, 2005.

(iv) Notwithstanding anything to the contrary in this Section 2(g), in the event that as a result of a Final Determination, Holding realizes a Tax Benefit with respect to deductions associated with payment obligations specifically assumed from Hyatt in connection with the Spin-offs, Holding shall pay the amount of such Tax Benefit to Hyatt in accordance with Section 4.

(v) As of the date prior to the Distribution Date, Hyatt and Classic shall be liable to each Hyatt Member or Classic Member with an excess loss account within the meaning of Treasury Regulation Section 1.1502-19 for the amount of such excess loss account. Hyatt and Classic shall discharge such liability by means of contributions to the capital of such Hyatt Members or Classic Members, respectively, as soon as practicable.

Indemnification .

(a) By Holding . Except as provided in Section 3(b) and 3(c), Holding shall indemnify and hold Hyatt and the Hyatt Group and Classic and the Classic Group harmless against any and all (i) Taxes shown as due or otherwise attributable to Taxable Years covered by all Tax Returns filed pursuant to Section 2(a)(i), (ii) Taxes attributable to the Spin-offs or the Preliminary Transactions; and (iii) each and every liability for Taxes of the Pre-Spin-off Group under Treasury Regulation Section 1.1502-6 or any similar law, rule or regulation administered by any Taxing Authority.

(b) By Hyatt . Hyatt shall indemnify and hold Holding and the Holding Group and Classic and the Classic Group harmless against (i) Taxes attributable to Hyatt Members calculated on a Hyatt Separate Return Basis and included as Taxes shown as due on all Tax Returns (including Estimated Tax Returns) filed pursuant to Section 2(a)(i)(A) and 2(a)(i)(B); (ii) with respect to Straddle Period Tax Returns (including Estimated Tax Returns) filed pursuant to Section 2(a)(i)(C), Taxes attributable to Hyatt Members calculated on a Hyatt Separate Return Basis attributable to Pre-Closing Taxable Periods and included as Taxes shown as due on such Tax Returns; (iii) all Taxes attributable to Tax Returns filed pursuant to Section 2(a)(ii); (iv) all Taxes attributable to any Hyatt Member calculated on a Hyatt Separate Return Basis for all Pre-Closing Taxable Periods that shall thereafter become due and payable as a result of a Final Determination; and (v) Taxes attributable to a successful challenge by the IRS of losses associated with HCN Corporation’s sale of common stock of Berisford International plc and related adjustments, but only to the extent that such Taxes exceed Thirty Million Dollars ($30,000,000).

(c) By Classic . Classic shall indemnify and hold Holding and the Holding Group and Hyatt and the Hyatt Group harmless against (i) Taxes attributable to Classic Members calculated on a Classic Separate Return Basis and included as Taxes shown as due on all Tax Returns (including Estimated Tax Returns) filed pursuant to Section 2(a)(i)(A) and 2(a)(i)(B); (ii) with respect to Straddle Period Tax Returns (including Estimated Tax Returns) filed pursuant to Section 2(a)(i)(C), Taxes attributable to Classic Members calculated on a Classic Separate Return Basis attributable to Pre-Closing Taxable Periods and included as Taxes shown as due on such Tax Returns; (iii) all Taxes attributable to Tax Returns filed pursuant to Section 2(a)(iii); and (iv) all Taxes attributable to any Classic Member calculated on a Classic Separate Return Basis for all Pre-Closing Taxable Periods that shall thereafter become due and payable as a result of a Final Determination.

(d) Non-Corporate Entities and Former Members . In calculating the indemnification obligations of the Parties pursuant to this Section 3:

(i) the Tax liability or Tax Benefits attributable to non-corporate entities shall be attributed to the Affiliated Group that owns such entities immediately after the Spin-offs (other than any Tax liability or Tax Benefits arising out of an asset that was removed from such non-corporate entity pursuant to the transactions contemplated by the Distribution Agreement, which shall be attributed to the Affiliated Group that owns such asset immediately after the Spin-offs); and

(ii) the Tax liability or Tax Benefits attributable to former members of the Pre-Spin-off Group (which have been sold, liquidated or otherwise left the Pre-Spin-off Group prior to the Distribution Date) shall be attributed to the owner of such former member.

(e) Adjustments . The Parties agree to cooperate in good faith, without bias to any Hyatt Member, Classic Member or Holding Member, to make appropriate adjustments to accomplish the objectives of this Section 3.

(f) Certain Reimbursements . Holding, Hyatt or Classic, as the case may be, shall notify the other Parties of any Taxes paid by it or any member of its Affiliated Group that are subject to indemnification under this Section 3. Any notification contemplated by this Section 3(d) shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and Pre- and Post-Closing Straddle Periods and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified Party in accordance with Section 4. To the extent the indemnifying Party disagrees with such request, it shall nevertheless make such requested payment but, within 30 days, so notify the indemnified Party, whereupon the Parties shall use their best efforts to resolve any such disagreement. After such resolution, any reimbursement from the indemnified Party to the indemnifying Party made after such 30-day period shall include interest at the Underpayment Rate from the date such payment was received by the indemnified Party.

Method, Timing and Character of Payments Required by This Agreement .

(a) Payment in Immediately Available Funds; Interest . All payments made pursuant to this Agreement shall be made in immediately available funds. Payments shall be made within thirty (30) days of receipt of request therefor, except for payments with respect to Estimated Tax Returns, which shall be made immediately upon request, and payments with respect to Tax refunds or other Tax Benefits, which shall be made thirty (30) days after receipt or realization. Except as otherwise provided herein, any payment not made within thirty (30) days shall thereafter bear interest at the Underpayment Rate.

(b) Characterization of Payments . Any payment (other than interest thereon) made hereunder by Holding to Hyatt or Classic, or by Hyatt or Classic to Holding, shall be treated by all Parties for Tax purposes to the extent permitted by law, and for accounting purposes to the extent permitted by generally accepted accounting principles, as non-taxable dividend distributions or capital contributions as if made prior to the close of business on the Distribution Date.

Tax Returns; Cooperation; Document Retention; Confidentiality .

(a) Provision of Cooperation, Documents, and Other Information . Upon the reasonable request of any Party to this Agreement, Holding, Hyatt and Classic shall provide (and shall cause the members of their respective Affiliated Groups to provide) the requesting Party, promptly upon request, with such cooperation and assistance, documents, and other information as may reasonably be requested by such Party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a Party of an amount payable hereunder to, or receivable hereunder from, another Party. Such cooperation and assistance shall include, without limitation: (i) the provision

of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return: (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Holding may be obligated to file on behalf of Hyatt Members or Classic Members pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third Party that may be necessary or helpful in connection with the foregoing. Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

(b) Retention of Books and Records . Holding, Hyatt, and Classic shall retain or cause to be retained (and shall cause each member of the relevant Affiliated Group to retain) all Tax Returns filed pursuant to Section 2(a)(i) and all books, records, schedules, work papers, and other documents relating thereto, in accordance with Hyatt’s records retention policy as in effect from time to time. Hyatt will provide Holding and Classic with a copy of its record retention policy in effect as of the date of this Agreement, and thereafter, shall provide Holding and Classic with notice of material modifications to such policy in a timely manner. Holding and Classic may request that Hyatt make specific exceptions to its record retention policy, and Hyatt will use reasonable efforts to accommodate such requests. Notwithstanding the foregoing, each Party agrees to give the other Parties reasonable written notice prior to transferring, destroying or discarding any Tax Returns or books and records of or including the other Parties and, if another Party so requests, each of Hyatt, Holding and Classic shall, and shall cause their Affiliates, as applicable, to allow such other Party to take possession of such books and records or copies thereof.

(c) Status and Other Information Regarding Audits and Litigation . Each Party shall use reasonable efforts to keep the other Parties advised as to the status of Tax audits and litigation involving any issue relating to any Taxes, Tax Returns or Tax Benefits subject to indemnification under this Agreement. To the extent relating to any such issue, each Party shall promptly furnish the other Parties copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial or other governmental authority, as well as copies of any revenue agent’s report or similar report, notice of proposed adjustment or notice of deficiency.

(d) Confidentiality of Documents and Information . Except as required by law or with the prior written consent of the other Parties, all Tax Returns, documents, schedules, work papers and similar items and all information contained therein, which Tax Returns and other materials arc within the scope of this Agreement, shall be kept confidential by the Parties hereto and their Representatives, shall not be disclosed to any other person or entity and shall be used only for the purposes provided herein.

Contests and Audits .

(a) Notification of Audits or Disputes . Upon the receipt by a Party of notice of any pending or threatened Tax audit or assessment, which may affect the liability for Taxes that are subject to indemnification hereunder, such Party shall promptly notify the other Parties in writing of the receipt of such notice.

(b) Control and Settlement . Hyatt, shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or Straddle Period and to employ counsel of its choice; provided , however , that, with respect to such issues that may impact Holding or any Holding Member or Classic or any Classic Member for any such Taxable Period, Hyatt (i) shall in good faith consult with Holding and Classic, as applicable, as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts Holding or any Holding Member or Classic or any Classic Member without the written consent of Holding or Classic, as applicable, which shall not be unreasonably withheld; and provided , further , that the President of Holding or the General Counsel of Classic, as applicable, shall hand deliver to Hyatt’s Vice President of Taxes a written response to any notification by Hyatt of a proposed settlement within ten (10) days of the receipt of such notification. If the respective officers of Holding or Classic fail to so respond within such ten-day period, Holding or Classic, as applicable, shall be deemed to have consented to the proposed settlement. Holding and Classic shall each have the right and obligation, subject to the delegation of such rights and obligations pursuant to the Holding Transition Services Agreement or the Classic Transition Services Agreement, as applicable, to control any Tax audit or judicial or other proceeding related to their respective Post-Closing Taxable Periods.

(c) Delivery of Powers of Attorney with Other Documents . Holding and Classic shall execute and deliver to Hyatt, promptly upon request, powers of attorney authorizing Hyatt to extend statutes of limitations, receive refunds, negotiate settlements and take such other actions that Hyatt reasonably considers to be appropriate in exercising its control rights pursuant to Section 6(b), and any other documents reasonably necessary thereto to effect the exercising of such control rights.

Arbitration .

(a) Request for Arbitration . Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration in the manner as provided in Section 8.13 of the Distribution Agreement (whether or not such Distribution Agreement is then in effect), it being the understanding of the Parties that the provisions of such Section 8.13 shall be deemed to be incorporated herein by this reference (excluding the first sentence, which is superceded by this sentence, and any reference to “the practice of law with experience in corporate or commercial transactions” shall be deemed to be a reference to “the practice of law with experience in tax matters.”)

Miscellaneous .

(a) Effectiveness . This Agreement shall be effective from and after the Distribution Date and shall survive until the expiration of any applicable statute of limitations.

(b) Entire Agreement . Except as otherwise provided herein, this Agreement contains the entire agreement among the Parties hereto with respect to the subject matter hereof. This Agreements terminates and supersedes any and all other sharing or allocation agreements with respect to Taxes in effect at the time of the Spin-offs between the Pre-Spin-off Group and the Hyatt Members or the Classic Members, including, without limitation, that certain Eleventh Amended and Restated H Group Holding, Inc. Tax Sharing Agreement dated as of January 31, 2001, as amended, but shall not affect any such agreement to the extent applicable only among Holding Members and shall not affect the applicability, for Pre-Closing Tax Periods, of that certain Tax Sharing Agreement dated as of November 2, 2000 by and among Holding, USFS-Franchise Investor, Inc. and U.S. Franchise Systems, Inc.

(c) Guarantees of Performance . Holding, Hyatt and Classic hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement.

(d) Severability . In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable, the enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable. In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the Parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

(e) Waiver . Neither the failure nor any delay on the part of any Party hereto to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

(f) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the conflict of law principles thereof, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.

(g) Notices . All notices and other communications hereunder shall be in writing and shall be duly given when delivered in person, by facsimile (with a confirmed receipt thereof) by messenger or courier service or registered or certified mail (postage prepaid, return receipt requested), at the following addresses (or at such other address for a party as shall be specified by like notice):

Prior to January 31, 2005 :

If to Holding, to:

H Group Holding, Inc.

200 West Madison, Suite 3900

Chicago, Illinois 60606

Attention: President

If to Hyatt, to:

Hyatt Corporation

200 West Madison, Suite 4200

Chicago, Illinois 60606

Attention: Vice President — Tax

If to Classic, to:

CC-Development Group, Inc.

200 West Madison, Suite 3700

Chicago, Illinois 60606

Attention: General Counsel

After January 31, 2005 :

If to Holding, to:

H Group Holding, Inc.

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: President

If to Hyatt:

Hyatt Corporation

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: Vice President — Tax

If to Classic:

CC-Development Group, Inc.

Hyatt Center

71 South Wacker Drive

Chicago, Illinois 60606

Attention: General Counsel

(h) Modification or Amendment . This Agreement may be amended at any time by written agreement executed and delivered by duly authorized officers of Holding, Hyatt and Classic.

(i) Successors and Assigns . A Party’s rights and obligations under this Agreement may not be assigned, except by operation of law, without the prior written consent of the other Parties. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and shall survive any acquisition, disposition or other corporate restructuring of transaction involving any Party.

(j) No Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties to this Agreement and their respective Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement.

(k) Counterparts, Headings . This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all of such counterparts shall together constitute one and the same instrument. The section numbers and captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(l) Predecessors and Successors . To the extent necessary to give effect to the purposes of this Agreement, any reference to any corporation, Affiliated Group or member of an Affiliated Group shall also include any predecessors or successors thereto, by operation of law or otherwise.

(m) Further Assurances . Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each Party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority and promptly provide the other Party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

(n) Setoff . All payments to be made by any Party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

(o) Costs and Expenses . Unless otherwise specifically provided herein or in the Holding Transition Services Agreement or the Classic Transition Services Agreement, each Party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

(p) Rules of Construction . Any ambiguities shall be resolved without regard to which Party drafted the Agreement.

Signature page follows.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year above written.


H GROUP HOLDING, INC.

By:		/s/ Harold S. Handelsman
		Name: Harold S. Handelsman
		Title: Vice President, Secretary and Treasurer

HYATT CORPORATION

By:		/s/ Kirk Rose
		Name: Kirk Rose
		Title: Senior Vice President Finance and Treasurer

CC-DEVELOPMENT GROUP, INC.

By:		/s/ J. Kevin Poorman
		Name: J. Kevin Poorman
		Title: Vice Chairman

PARTIAL TERMINATION AGREEMENT

THIS PARTIAL TERMINATION AGREEMENT (this “ Agreement ”), dated as of July 18, 2008, is entered into by and among H Group Holding, Inc., a Delaware corporation (“ H Group ”), Global Hyatt Corporation, a Delaware corporation (“GHC”), Hyatt Corporation, a Delaware corporation (“ Hyatt ”), CC-Development Group, Inc., a Delaware corporation (“ CC-Development ”), Global Hyatt Corporation, a Delaware corporation, and U.S. Franchise Systems, Inc., a Delaware corporation (“ USFS ”), and each of its direct and indirect subsidiaries, listed in Exhibit A (the “ USFS Subsidiaries ”), collectively, as the “ Parties ”.

RECITALS

WHEREAS, each of the Parties is a party to one or more of those agreements identified on Exhibit B hereto (the “ Existing Agreements ”);

WHEREAS, the Parties desire to terminate the Existing Agreements solely with respect to USFS and the USFS Subsidiaries.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Partial Termination of the Existing Agreements . Effective upon the execution of this Agreement, to the extent not already terminated and/or expired by their terms, each of the Existing Agreements shall be terminated with respect solely to USFS and the USFS Subsidiaries, and USFS and the USFS Subsidiaries shall have no further rights or obligations thereunder.

2. Limited Termination . This Agreement is limited by its terms and does not and shall not serve to terminate any provisions of the Existing Agreements except as expressly provided for in this Agreement. The Existing Agreements are hereby ratified and confirmed and shall continue in full force and effect.

3. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware without giving effect to the choice of law provisions thereof.

4. Further Assurances . Each Party agrees, without further consideration, to execute, acknowledge and deliver such further instruments and to do all such other acts as may be reasonably necessary or appropriate in order to carry out the purposes and intent of this Agreement.

5. Counterparts . For the convenience of the Parties, this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

6. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and each of their successors and assigns, including, without limitation, any successors or surviving entities thereto by operation of merger.

Signature page follows.

IN WITNESS WHEREOF , the parties hereto have entered into this Termination Agreement effective as of the date first above written.


H GROUP HOLDING, INC.

By:		/s/ John Stellato
John Stellato Vice President & Treasurer

GLOBAL HYATT CORPORATION

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Global Head of Real Estate and Development

HYATT CORPORATION

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President – Real Estate and Development

CC-DEVELOPMENT GROUP, INC.

By:		/s/ John Kevin Poorman
		Name: John Kevin Poorman
		Title: Vice Chairman

U.S. FRANCHISE SYSTEMS, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

HAWTHORN SUITES FRANCHISING, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

[Signature Page to Partial Termination Agreement]

S-1


HAWTHORN RESERVATIONS AND ADVERTISING FUND, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

HAWTHORN INTERNATIONAL, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

MICROTEL INNS & SUITES FRANCHISING, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

MICROTEL RESERVATIONS AND ADVERTISING FUND, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

MICROTEL INTERNATIONAL, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

MICROTEL CANADA, INC.

By:		/s/ Stephen Haggerty
		Name: Stephen Haggerty
		Title: Senior Vice President

[Signature Page to Partial Termination Agreement]

S-2

EXHIBIT A

TERMINATION AGREEMENT

USFS Subsidiaries

1.	Hawthorn Suites Franchising, Inc.

2.	Hawthorn Reservations and Advertising Fund, Inc.

3.	Hawthorn International, Inc.

4.	Microtel Inns & Suites Franchising, Inc.

5.	Microtel Reservations and Advertising Fund, Inc.

6.	Microtel International, Inc.

7.	Microtel Canada, Inc.

EXHIBIT B

TERMINATION AGREEMENT

Existing Agreements

1.	Tax Separation Agreement, dated as of June 30, 2004, by and among H Group Holding, Inc., Hyatt Corporation, CC-Development Group, Inc. and each of their respective direct and indirect Subsidiaries (as defined therein).

2.	Hyatt Corporation Tax Sharing Agreement, dated as of December 31, 2004, by and among Hyatt Corporation and the members of the group of corporations included in the consolidated federal income tax return filed by Hyatt Corporation and listed on the signature pages therein.

Global Hyatt Corporation Tax Sharing Agreement, dated as of December 31, 2005, as amended, by and among Global Hyatt Corporation and the members of the group of corporations included in the consolidated federal income tax return filed by Global Hyatt Corporation and listed on the signature pages therein.

Exhibit 10.45

CREDIT AGREEMENT

Dated as of June 29, 2005

among

GLOBAL HYATT CORPORATION,

as Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY

HERETO,

as Guarantors,

THE LENDERS PARTIES HERETO,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

THE ROYAL BANK OF SCOTLAND plc,

as Syndication Agent

and

JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A.,

DEUTSCHE BANK AG NEW YORK BRANCH

and

BNP PARIBAS,

as Co-Documentation Agents

and

SUNTRUST BANK,

HSBC,

CALYON NEW YORK BRANCH,

U.S. BANK NATIONAL ASSOCIATION,

LASALLE BANK

and

COMERICA BANK,

as Co-Managing Agents

WACHOVIA CAPITAL MARKETS, LLC

and

RBS SECURITIES CORPORATION,

as Joint Lead Arrangers, Joint Managers and Joint Book Runners

TABLE OF CONTENTS


SECTION 1 DEFINITIONS			1
	1.1	Definitions	1
	1.2	Computation of Time Periods	27
	1.3	Accounting Terms	27
	1.4	Exchange Rates; Currency Equivalents	28
	1.5	Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts	28

SECTION 2 CREDIT FACILITY			29
	2.1	Revolving Loans	29
	2.2	Competitive Loan Subfacility	31
	2.3	Swingline Loan Subfacility	34
	2.4	Letter of Credit Subfacility	35
	2.5	Additional Loans	39
	2.6	Default Rate	40
	2.7	Extension and Conversion	40
	2.8	Prepayments	41
	2.9	Termination and Reduction of Commitments	42
	2.10	Fees	42
	2.11	Computation of Interest and Fees	43
	2.12	Pro Rata Treatment and Payments	43
	2.13	Non-Receipt of Funds by the Administrative Agent	46
	2.14	Inability to Determine Interest Rate	47
	2.15	Illegality	47
	2.16	Requirements of Law	48
	2.17	Indemnity	50
	2.18	Taxes	50
	2.19	Indemnification; Nature of Issuing Lender’s Duties	53
	2.20	Replacement of Lenders	54

SECTION 3 REPRESENTATIONS AND WARRANTIES			55
	3.1	Existing Indebtedness	55
	3.2	Financial Statements	55
	3.3	No Material Adverse Change	55
	3.4	Organization; Existence	56
	3.5	Authorization; Power; Enforceable Obligations	56
	3.6	Consent; Government Authorizations	56
	3.7	No Material Litigation	56
	3.8	No Default	57
	3.9	Taxes	57
	3.10	ERISA	57
	3.11	Governmental Regulations, Etc.	58
	3.12	Subsidiaries	58
	3.13	Use of Proceeds	59


	3.14	Contractual Obligations; Compliance with Laws; No Conflicts	59
	3.15	Accuracy and Completeness of Information	59
	3.16	Environmental Matters	60
	3.17	Solvency	61
	3.18	Title to Property; Leases	61
	3.19	Insurance	61
	3.20	Licenses and Permits	61
	3.21	Anti-Terrorism Laws; OFAC	61
	3.22	Labor Matters	62

SECTION 4 CONDITIONS			62
	4.1	Conditions to Closing	62
	4.2	Conditions to All Extensions of Credit	64

SECTION 5 AFFIRMATIVE COVENANTS			65
	5.1	Financial Statements	65
	5.2	Certificates; Other Information	66
	5.3	Notices	67
	5.4	Maintenance of Existence; Compliance with Laws; Contractual Obligations	68
	5.5	Maintenance of Property; Insurance	68
	5.6	Inspection of Property; Books and Records; Discussions	69
	5.7	Use of Proceeds	69
	5.8	Additional Guarantors	69
	5.9	Financial Covenants	70

SECTION 6 NEGATIVE COVENANTS			70
	6.1	Liens	70
	6.2	Nature of Business	70
	6.3	Mergers and Sale of Assets	70
	6.4	Transactions with Affiliates	71
	6.5	Fiscal Year; Organizational Documents	72
	6.6	Restricted Payments	72

SECTION 7 EVENTS OF DEFAULT			72
	7.1	Events of Default	72
	7.2	Acceleration; Remedies	74

SECTION 8 AGENCY PROVISIONS			75
	8.1	Appointment	75
	8.2	Delegation of Duties	75
	8.3	Exculpatory Provisions	76
	8.4	Reliance by Administrative Agent	76
	8.5	Notice of Default	77
	8.6	Non-Reliance on Administrative Agent and Other Lenders	77
	8.7	Indemnification	77
	8.8	Administrative Agent in Its Individual Capacity	78
	8.9	Successor Administrative Agent	78


	8.10	Patriot Act Notice	78
	8.11	Other Agents, Arrangers and Managers	79

SECTION 9 GUARANTY			79
	9.1	The Guaranty	79
	9.2	Bankruptcy	80
	9.3	Nature of Liability	80
	9.4	Independent Obligation	81
	9.5	Authorization	81
	9.6	Reliance	82
	9.7	Waiver	82
	9.8	Limitation on Enforcement	83
	9.9	Confirmation of Payment	83
	9.10	Guaranty Matters	83

SECTION 10 MISCELLANEOUS			84
	10.1	Amendments and Waivers	84
	10.2	Notices	86
	10.3	No Waiver; Cumulative Remedies	88
	10.4	Survival of Representations and Warranties	88
	10.5	Payment of Expenses and Taxes	89
	10.6	Successors and Assigns; Participations; Purchasing Lenders	90
	10.7	Adjustments; Set-off	92
	10.8	Table of Contents and Section Headings	93
	10.9	Counterparts	94
	10.10	Effectiveness	94
	10.11	Severability	94
	10.12	Integration	94
	10.13	GOVERNING LAW	94
	10.14	Consent to Jurisdiction and Service of Process	94
	10.15	Confidentiality	95
	10.16	Acknowledgments	96
	10.17	Waivers of Jury Trial	96
	10.18	Judgment Currency	96

SCHEDULES


Schedule 1.1		Form of Account Designation Letter
Schedule 2.1(a)		Lenders and Commitments
Schedule 2.1(b)(i)		Form of Notice of Borrowing
Schedule 2.1(e)		Form of Revolving Note
Schedule 2.2(b)-1		Form of Competitive Bid Request
Schedule 2.2(b)-2		Form of Notice of Receipt of Competitive Bid Request
Schedule 2.2(c)		Form of Competitive Bid
Schedule 2.2(e)		Form of Competitive Bid Accept/Reject Letter
Schedule 2.3(d)		Form of Swingline Note
Schedule 2.7		Form of Notice of Extension/Conversion
Schedule 2.18		2.18 Certificate
Schedule 3.1		Indebtedness
Schedule 3.12		Subsidiaries
Schedule 3.19		Insurance
Schedule 3.22		Labor Matters
Schedule 4.1(d)		Form of Secretary’s Certificate
Schedule 5.2(a)		Form of Officer’s Compliance Certificate
Schedule 5.8		Form of Joinder Agreement
Schedule 6.1		Liens
Schedule 10.2		Lenders’ Lending Offices
Schedule 10.6(c)		Form of Commitment Transfer Supplement

CREDIT AGREEMENT

THIS CREDIT AGREEMENT , dated as of June 29, 2005 (the “ Credit Agreement ”), is by and among GLOBAL HYATT CORPORATION , a Delaware corporation (the “ Borrower ”), those Material Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other Subsidiaries of the Borrower as may from time to time become a party hereto (the “ Guarantors ”), the lenders named herein and such other lenders as may become a party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), WACHOVIA BANK, NATIONAL ASSOCIATION , as Administrative Agent for the Lenders (in such capacity, the “ Administrative Agent ”), THE ROYAL BANK OF SCOTLAND plc , as Syndication Agent for the Lenders (in such capacity, the “ Syndication Agent ”) and JPMORGAN CHASE BANK, N.A. , BANK OF AMERICA, N.A. , DEUSTCHE BANK AG NEW YORK BRANCH and BNP PARIBAS , as Co-Documentation Agents for the Lenders.

W I T N E S S E T H

WHEREAS , the Borrower has requested that the Lenders provide a $1,000,000,000 revolving credit facility for the purposes hereinafter set forth; and

WHEREAS , the Lenders have agreed to make the requested credit facility available to the Borrower on the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1

Definitions .

As used in this Credit Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

“ Account Designation Letter ” means the Notice of Account Designation Letter dated the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1 designating the Borrower’s account (which account shall be located within the United States or any state or commonwealth thereof or the District of Columbia).

“ Additional Loans ” has the meaning set forth in Section 2.5.

“ Administrative Agent ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Administrative Agent’s Office ” shall mean, with respect to any currency, the Administrative Agent’s address and, as appropriate, account (which account shall be located within the United States or any state or commonwealth thereof or the District of Columbia) as set forth on Schedule 10.2 with respect to such currency, or such other address or account (which account shall be located within the United States or any state or commonwealth thereof or the District of Columbia) with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Agent’s Fees ” has the meaning set forth in Section 2.10(d).

“ Affiliate ” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Aggregate Revolving Committed Amount ” means the aggregate Dollar Amount of Commitments in effect from time to time, being initially ONE BILLION DOLLARS ($1,000,000,000) (as such amount may be increased as provided in Section 2.5 or reduced as provided in Section 2.9 from time to time).

“ Alternate Base Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (a) the Federal Funds Rate in effect on such day plus ¹ / 2 of 1% or (b) the Prime Rate in effect on such day. If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“ Alternate Base Rate Loans ” means Loans that bear interest at an interest rate based on the Alternate Base Rate.

“ Anti-Terrorism Laws ” has the meaning set forth in Section 3.22.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of an Alternate Base Rate Loan, such Lender’s Foreign Currency LIBOR Lending Office in the case of a LIBOR Rate Loan denominated in a Foreign Currency, and such Lender’s U.S. LIBOR Lending Office in the case of a LIBOR Rate Loan denominated in Dollars.

“ Applicable Percentage ” means, for any day that the Borrower shall have a Debt Rating then in effect, the rate per annum set forth below opposite the applicable level then in effect, based upon the Debt Rating as set forth below (such grid immediately below hereinafter referred to as the “ Debt Ratings Grid ”) it being understood that the Applicable Percentage based upon the Debt Ratings Grid for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (b) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee” and (d) the Facility Fee shall be the percentage set forth under the column “Facility Fee”:


Level	Debt Ratings S&P/Moody’s	LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee		Alternate Base Rate Margin for Revolving Loans		Facility Fee
I	A/A2 or higher	0.270	%	0.000	%	0.080	%
II	A-/A3	0.310	%	0.000	%	0.090	%
III	BBB+/Baa1	0.400	%	0.000	%	0.100	%
IV	BBB/Baa2	0.500	%	0.000	%	0.125	%
V	BBB-/Baa3	0.575	%	0.000	%	0.175	%
VI	Less than BBB-/Baa3	0.800	%	0.250	%	0.200	%

As used in this Credit Agreement, “ Debt Rating ” means, as of any date of determination, the rating as determined by either S&P or Moody’s (individually, a “ Debt Rating ” and collectively, the “ Debt Ratings ”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided in the event of a split-rating, (i) in which the rating differential is one level, the higher of the two Debt Ratings will apply and (ii) in which the rating differential is more than one level, the average of the two Debt Ratings (or the higher of any two intermediate Debt Ratings) shall apply.

If, as of any date of determination, the Borrower does not have a Debt Rating from either S&P or Moody’s then in effect, the Applicable Margin shall mean, as of any such day, the rate per annum set forth below opposite the applicable level then in effect (such grid immediately below hereinafter referred to as the “ Leverage Based Grid ”), it being understood that the Applicable Percentage based upon the Leverage Based Grid for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (b) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee” and (d) the Facility Fee shall be the percentage set forth under the column “Facility Fee”:


Level	Leverage Ratio	Alternate Base Rate Margin for Revolving Loans		LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee		Facility Fee
I	< 1.0 to 1.0	0.000	%	0.310	%	0.090	%
II	> 1.0 to 1.0 but < 2.0 to 1.0	0.000	%	0.400	%	0.100	%
III	> 2.0 to 1.0 but < 2.5 to 1.0	0.000	%	0.500	%	0.125	%
IV	> 2.5 to 1.0 but < 3.0 to 1.0	0.000	%	0.600	%	0.150	%
V	> 3.0 to 1.0 but < 3.5 to 1.0	0.250	%	0.700	%	0.175	%
VI	> 3.5 to 1.0 but < 4.0 to 1.0	0.375	%	0.800	%	0.200	%
VII	> 4.0 to 1.0	0.500	%	0.900	%	0.250	%

The Applicable Percentage shall, (i) at any time when the Debt Ratings Grid is applicable be determined based upon the Debt Rating then in effect and shall remain at such level until the date immediately proceeding the date of any publicly announced change in the Debt Rating (a “ Ratings Interest Determination Date ”) and (ii) at any time when the Leverage Based Grid is applicable, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Borrower the financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a) and (b) and Section 5.2(a) (each a “ Leverage Interest Determination Date ” and together with the Ratings Interest Determination Date, each an “ Interest Determination Date ”). The initial Applicable Percentage shall be based on the level that corresponds to the Debt Rating then in effect. Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date.

At any time when pricing is based on the Leverage Based Grid if the Borrower shall fail to provide the quarterly financial information and certifications in accordance with the provisions of Sections 5.1(a) and (b) and Section 5.2(a), the Applicable Percentage from such Interest Determination Date shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Administrative Agent and the Lenders, be based on Level VII until such time as such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio.

To the extent the Debt Ratings Grid is in effect and, as of any date of determination, the Borrower then fails to have a Debt Rating as of such date, the Applicable Percentage shall, as of the date immediately preceding such public announcement that no Debt Rating applies, be based upon the Leverage Based Grid and determined based upon the most recently delivered financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Section 5.1(a) and (b) and Section 5.2.

In the event of a downgrade of the Borrower’s Debt Rating by either S&P or Moody’s, the Borrower will receive credit for any incremental borrowing cost and fees should S&P and/or Moody’s, as applicable, restore the higher rating within ninety (90) days of the original Debt Ratings downgrade which resulted in such pricing change.

To the extent an upgrade in the applicable Debt Rating of the Borrower by S&P or Moody’s results in a decrease to the Applicable Percentage and such upgrade is reversed by S&P and/or Moody’s, as applicable, within ninety (90) days of the upgrade by S&P and/or Moody’s, as applicable, the Applicable Percentage shall be adjusted accordingly and the Borrower shall be required to pay an amount to the Lenders equal to the difference between the Applicable Percentage based on the restored lower Debt Rating and the Applicable Percentage in effect based on the higher Debt Rating prior to its reversal during the period of such Debt Ratings upgrade.

Notwithstanding the foregoing, if at any time, the Borrower’s Debt Rating is less than BBB-/Baa3, the Applicable Percentage shall be the greater of (x) the pricing set forth in Level VI of the Debt Ratings Grid set forth above or (y) the pricing that would be applicable under the Leverage Based Grid based upon the most recently delivered financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a) and (b) and
Section 5.2(a).

“ Applicable Time ” means, with respect to any borrowings and payments in Foreign Currencies, the local times in the place of settlement for such Foreign Currencies as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“ Borrower ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina, New York, New York or Chicago, Illinois are authorized or required by law to close; provided , however , that (a) when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in deposits of Dollars or Foreign Currencies, as applicable, in the London interbank market and (b) for purposes of Extensions of Credit or Letters of Credit denominated in a Foreign Currency, the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of such Foreign Currency.

“ Capital Lease ” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Capital Lease Obligations ” means the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.

“ Capital Stock ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person (excluding hypothetical shares of stock of the Borrower issued to employees as part of a “phantom stock” compensation plan).

“ Change of Control ” means (a) prior to the consummation of a public offering in which the Borrower offers for sale shares of its Voting Stock or other equity interests pursuant to an effective registration statement on Form S-1 or otherwise under the Securities Act (an “ IPO ”), the Pritzker Affiliates shall fail to own more than 50% of the Voting Stock of the Borrower and (b) following any IPO, (i) any Person or two or more Persons acting in concert (other than any Pritzker Affiliates) shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Borrower, or (ii) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Borrower then in office. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Act of 1934.

“ Closing Date ” means the date hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the regulations promulgated thereunder. References to sections of the Code shall be construed also to refer to any successor sections.

“ Commitment ” means the Revolving Commitment, the LOC Commitment and the Swingline Commitment, individually or collectively, as appropriate.

“ Commitment Percentage ” means, for each Lender, a fraction (expressed as a decimal) the numerator of which is the Commitment of such Lender at such time and the denominator of which is the Aggregate Revolving Committed Amount at such time. The initial Commitment Percentages are set out on Schedule 2.1(a) .

“ Commitment Period ” means the period from and including the Closing Date to but not including the earlier of (a) the Maturity Date, or (b) the date on which the Commitments terminate in accordance with the provisions of this Credit Agreement.

“ Commitment Transfer Supplement ” means a Commitment Transfer Supplement substantially in the form of Schedule 10.6(c) .

“ Competitive Bid ” means an offer by a Lender to make a Competitive Loan pursuant to the terms of Section 2.2.

“ Competitive Bid Rate ” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.2, the fixed rate of interest offered by the Lender making the Competitive Bid.

“ Competitive Bid Request ” means a request by the Borrower for Competitive Bids in accordance with the provisions of Section 2.2(b).

“ Competitive Loan ” means a loan made by a Lender in its discretion pursuant to the provisions of Section 2.2.

“ Competitive Loan Lenders ” means, at any time, those Lenders which have Competitive Loans outstanding.

“ Consolidated Adjusted Funded Recourse Debt ” means, as of any date of determination, without duplication, the sum of the (a) aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries on a consolidated basis minus (b) up to $200,000,000 in aggregate principal amount outstanding as of such date of any Non-Recourse Debt of the Borrower and its Subsidiaries on a consolidated basis minus (c) the lesser of (a) $75,000,000 and (b) the aggregate outstanding principal amount of all Guaranty Obligations of the Borrower or any of its Subsidiaries of Funded Debt of all other Persons.

“ Consolidated Assets ” means, at any time, the amount representing the assets of the Borrower and the Subsidiaries that would appear on a consolidated balance sheet of the Borrower and its Subsidiaries at such time prepared in accordance with GAAP.

“ Consolidated EBITDA ” means, for any period, (a) Consolidated Net Income for such period (excluding from the determination of Consolidated Net Income any income or losses attributable to unconsolidated joint ventures of the Borrower and its Subsidiaries) plus cash distributions received by the Borrower and its Subsidiaries from unconsolidated joint ventures after required debt service related thereto and excluding any proceeds from financings, refinancings or sales related thereto plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local, foreign income, value added and similar taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) other non-recurring non-cash charges for such period (including (A) losses on discontinued operations and (B) non-cash charges due to foreign currency losses); provided that “Consolidated EBITDA” for any period shall be adjusted on a pro forma basis (i) to include (or exclude) amounts attributable to operations acquired (or sold or otherwise discontinued) during such period as if such acquisition (or disposition) had occurred on the first day of such period and (ii) to include amounts (annualized on a simple arithmetic basis) attributable to projects which commenced operations during such period and were in operation for at least one full fiscal quarter during such period. Notwithstanding the foregoing, (x) the contributions to Consolidated EBITDA made by BRE/AmeriSuites Properties, L.L.C. and BRE/AmeriSuites TXNC Properties,

L.L.C. shall be annualized on a simple arithmetic basis through December 31, 2005 and (y) Consolidated EBITDA for each of the fiscal quarters ended March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004 shall be deemed to equal $112,000,000.

“ Consolidated Interest Expense ” means, for any period, all Interest Expense with respect to Funded Debt for such period of the Borrower and its Subsidiaries on a consolidated basis including the interest component under Capital Leases and capitalized interest.

“ Consolidated Net Income ” means, for any period, net income (excluding extraordinary items) after taxes of the Borrower and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

“ Consolidated Net Tangible Assets ” means, at any time, the amount representing the assets of the Borrower and the Subsidiaries that would appear on a consolidated balance sheet of the Borrower and its Subsidiaries at such time prepared in accordance with GAAP, less (a) all current liabilities and minority interests and (b) goodwill and other intangibles.

“ Continuing Directors ” means, during any period of up to 24 consecutive months commencing after the date of an IPO, individuals who at the beginning of such 24 month period were directors of the Borrower (together with any new director whose election by the Borrower’s board of directors or whose nomination for election by the Borrower’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved).

“ Credit Documents ” means a collective reference to this Credit Agreement, the Notes, the LOC Documents, the Fee Letter, any Joinder Agreement and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto (excluding, however, any Hedging Agreement).

“ Credit Party ” means any of the Borrower or the Guarantors.

“ Credit Party Obligations ” means, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code) and (b) all liabilities and obligations, whenever arising, owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement Provider arising under any Hedging Agreement permitted hereunder.

“ Debt Rating ” has the meaning set forth in the definition of “ Applicable Percentage .”

“ Debt Ratings Grid ” has the meaning set forth in the definition of “ Applicable Percentage .”

“ Default ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” means, at any time, any Lender that, at such time, (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of the Credit Agreement or any other of the Credit Documents, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding.

“ Discretionary Issuing Lender ” has the meaning set forth in Section 2.4(j).

“ Dollar Amount ” shall mean, at any time, (a) with respect to Dollars or an amount denominated in Dollars, such amount and (b) with respect to an amount of any Foreign Currency or an amount denominated in such Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Domestic Lending Office ” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office as set forth in the administrative detail reply form delivered by each Lender to the Administrative Agent; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

“ Domestic Letters of Credit ” means any Letters of Credit issued by the Issuing Lender to a beneficiary located in the United States, any state or commonwealth thereof, any possession or territory thereof or the District of Columbia.

“ Domestic Subsidiary ” means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

“ EMU ” shall mean Economic and Monetary Union as contemplated in the Treaty on European Union.

“ EMU Legislation ” shall mean legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“ Environmental Laws ” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements or any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means an entity which is under common control with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes any Credit Party and which is treated as a single employer under Sections 414(b) or (c) of the Code.

“ Euro ” shall mean the single currency of Participating Member States of the European Union to the extent adopted by its member nations.

“ Euro Unit ” shall mean the currency unit of the Euro.

“ Eurodollar Reserve Percentage ” means for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“ Event of Default ” means such term as defined in Section 7.1.

“ Excluded Subsidiaries ” means a collective reference to (i) the Specified Entities, (ii) each of Hyatt International, AIC Holding Co., Hyatt International (Milan) Co., Hyatt International (Osaka) Corporation, Hyatt International Corporation (Mexico), Hyatt International Travelodge Co., Hyatt Management, Inc., Hyatt International Holdings Co. and any other Material Domestic Subsidiary whether newly formed, after acquired or otherwise existing, in each case to the extent and for so long as the Borrower determines in good faith that it is reasonably likely to suffer adverse tax consequences by reason of each of such entities’ guaranty of the Credit Party Obligations hereunder and (iii) any other Subsidiary (other than any Wholly-Owned Subsidiary) of the Borrower that is prohibited by operation of law, contract or its organizational documents from guaranteeing the Credit Party Obligations.

“ Extension of Credit ” means, as to any Lender, without duplication, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender or the issuance of, or participation in, a Swingline Loan by such Lender.

“ Existing Facility ” means the credit facility evidenced by that certain Three-Year Credit Agreement dated as of September 17, 2001 by and among Hyatt Corporation, the guarantors party thereto, the lenders party thereto, Wachovia Bank, National Association (formerly known as First Union National Bank), as administrative agent, BNP Paribas, as syndication agent and JP Morgan Chase

Bank (formerly known as The Chase Manhattan Bank) and Firstar Bank, N.A., as co-documentation agents, as amended by that certain First Amendment to Three-Year Credit Agreement dated as of September 17, 2001, that certain Consent dated as of March 28, 2003 and that certain Second Amendment to Three-Year Credit Agreement dated as of September 15, 2004, as may be further amended, restated, modified or supplemented through the date hereof.

“ Facility Fee ” has the meaning set forth in Section 2.10(a).

“ Fee Letter ” means that certain letter agreement, dated as of May 4, 2005, among the Administrative Agent, the Lead Arrangers and the Borrower, as amended, modified, supplemented or replaced from time to time.

“ Fees ” means all fees payable pursuant to Section 2.10.

“ Federal Funds Rate ” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System of the United States arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably determined by the Administrative Agent.

“ Foreign Currency ” shall mean (a) Euros and (b) Japanese Yen.

“ Foreign Currency Equivalent ” shall mean, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“ Foreign Currency LIBOR Lending Office ” shall mean, initially, the offices of each applicable lender designated as such Lender’s Foreign Currency LIBOR Lending Office as set forth in the administrative detail reply form delivered by each Lender to the Administrative Agent; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender denominated in Foreign Currencies are to be made.

“ Foreign Currency Loan ” shall mean any Loan denominated in a Foreign Currency.

“ Foreign Currency Sublimit ” means TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000).

“ Foreign Letters of Credit ” means any Letter of Credit that is not a Domestic Letter of Credit.

“ Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary.

“ Funded Debt ” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than accounts payable and other trade debt incurred in the ordinary course of business and not overdue by more than 60 days or subject to a bona fide dispute) which would appear as liabilities on a balance sheet of such Person, (e) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (f) the principal portion of all obligations of such Person under Capital Leases, (g) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (h) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration prior to the date that is six months after the Maturity Date, (i) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product and (j) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for payment of such Indebtedness. For purposes of the calculation of Funded Debt of the Borrower and its Subsidiaries on a consolidated basis, “Funded Debt” shall not include Funded Debt owing among the Borrower and its Subsidiaries to the extent such Funded Debt amounts to zero on a consolidated basis as a result of the consolidation of the financial statements of the Borrower and its Subsidiaries.

“ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 hereof.

“ Government Acts ” has the meaning set forth in Section 2.19(a).

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“ Guarantors ” means (a) any of the Subsidiaries identified as a “Guarantor” on the signature pages hereto and (b) any Person which executes a Joinder Agreement, together with their successors and permitted assigns. In no event shall any Excluded Subsidiary be a “Guarantor” hereunder.

“ Guaranty ” means the guaranty of the Guarantors set forth in Section 9.

“ Guaranty Obligations ” means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or by its terms intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss (excluding ordinary course indemnification obligations) in respect thereof.

“ Hedging Agreement Provider ” means any Person that enters into a Hedging Agreement with a Credit Party or any of its Subsidiaries that is permitted hereunder to the extent such Person is a (a) Lender, (b) an Affiliate of a Lender or (c) any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement.

“ Hedging Agreements ” means, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements.

“ Hyatt International ” means Hyatt International Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Borrower.

“ Indebtedness ” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than accounts payable and other trade debt incurred in the ordinary course of business and not overdue by more than 60 days or subject to a bonafide dispute) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of

another Person, (h) the principal portion of all obligations of such Person under Capital Leases, (i) all net obligations of such Person under Hedging Agreements, (j) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration prior to the date that is six months after the Maturity Date, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for payment of such Indebtedness.

“ Insolvency ” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“ Interest Coverage Ratio ” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a consolidated basis for the twelve month period ending on the last day of any fiscal quarter of the Borrower and its Subsidiaries, the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest Expense for such period.

“ Interest Payment Date ” means (a) as to any Alternate Base Rate Loan, the last day of each March, June, September and December and on the Maturity Date (b) as to any Swingline Loan, the Swingline Maturity Date, the last day of each March, June, September and December and on the Maturity Date, (c) as to any LIBOR Rate Loan or Competitive Loan having an Interest Period of three months or less, the last day of such Interest Period, and (d) as to any LIBOR Rate Loan or Competitive Loan having an Interest Period longer than three months, each day which is three months after the first day of such Interest Period and the last day of such Interest Period.

“ Interest Period ” means, (a) as to any LIBOR Rate Loan, a period of one, two, three or six months’ duration, as the Borrower may elect, commencing in each case, on the date of the borrowing (including conversions, extensions and renewals); provided , however , (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Rate Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date, and (iii) in the case of LIBOR Rate Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last day of such calendar month and (b) with respect to any Competitive Loan, a period of not less than seven (7) nor more than 180 days’ duration, as the Borrower may request and the Competitive Lender may agree in accordance with the provisions of Section 2.2; provided , however , (i) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day, (ii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no

numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month, (iii) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected a LIBOR Rate Loan of one month’s duration to replace the affected LIBOR Rate Loan unless a Default or an Event of Default then exists and is continuing, in which case the Borrower shall be deemed to have requested an Alternate Base Rate Loan to replace the affected LIBOR Rate Loan, (iv) any Interest Period in respect of any Loan that would otherwise extend beyond the Maturity Date is due on the Maturity Date and (v) no more than ten (10) LIBOR Rate Loans may be in effect at any time (excluding any LIBOR Rate Loans that are Competitive Bid Loans). For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

“ Investment ” has the meaning set forth in Section 6.5.

“ IPO ” has the meaning set forth in the definition of “Change of Control”.

“ Issuing Lender ” means (a) with respect to Domestic Letters of Credit, Wachovia and (b) with respect to Foreign Letters of Credit, any Discretionary Issuing Lender.

“ Issuing Lender Fees ” has the meaning set forth in Section 2.10(c).

“ Japanese Yen ” or “ JPY ” shall mean Japanese yen, the lawful currency of Japan.

“ Joinder Agreement ” means a Joinder Agreement in substantially the form of Schedule 5.8 , executed and delivered by each Person required to become a Guarantor in accordance with the provisions of Section 5.8.

“ Lead Arrangers ” means each of Wachovia Capital Markets, LLC and RBS Securities Corporation, together with their successors and assigns.

“ Lenders ” means each of the Persons identified as a “Lender” on the signature pages hereto, and their successors and assigns.

“ Letters of Credit ” means any letter of credit issued hereunder by the Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, restated, modified, extended, renewed or replaced from time to time.

“ Letter of Credit Fee ” has the meaning set forth in Section 2.10(b).

“ Leverage Based Grid ” has the meaning set forth in the definition of “Applicable Percentage.”

“ Leverage Ratio ” means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Adjusted Funded Recourse Debt as of the last day of the twelve month period ending on the last day of any fiscal quarter to (b) Consolidated EBITDA for the last day of the twelve month period ending on the last day of any fiscal quarter.

“ LIBOR ” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, either (a) the rate of interest per annum determined by the Administrative Agent (rounded upward to the nearest 1/100 of 1%) appearing on, in the case of Dollars, the Telerate Page 3750 (or any successor page) and, in the case of a Foreign Currency, the appropriate page of the Telerate screen which displays British Bankers Association Interest Settlement Rates for deposits in such Foreign Currency (or, in each case, (i) such other page or service as may replace such page on such system or service for the purpose of displaying such rates and (ii) if more than one rate appears on such screen, the arithmetic mean for all such rates rounded upward to the nearest 1/100 of 1%) as the London interbank offered rate for deposits in the applicable currency at approximately 11:00 A.M. (London time), on the second full Business Day preceding the first day of such Interest Period, and in an amount approximately equal to the amount of the LIBOR Rate Loan and for a period approximately equal to such Interest Period or (b) if such rate is for any reason not available, the rate per annum equal to the rate at which the Administrative Agent or its designee is offered deposits in such currency at or about 11:00 A.M. (London time), two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its LIBOR Rate Loans are then being conducted for settlement in immediately available funds, for delivery on the first day of such Interest Period for the number of days comprised therein, and in an amount comparable to the amount of the LIBOR Rate Loan to be outstanding during such Interest Period.

“ LIBOR Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:


LIBOR Rate =		LIBOR
		1.00 - Eurodollar Reserve Percentage

“ LIBOR Rate Loan ” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“ Loan ” or “ Loans ” means a Revolving Loan, a Swingline Loan and/or Competitive Loans, as appropriate.

“ LOC Commitment ” means the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender’s LOC Committed Amount as specified in Schedule 2.1(a) , as such amount may be reduced from time to time in accordance with the provisions hereof.

“ LOC Commitment Percentage ” means, for each Lender, the percentage identified as its LOC Commitment Percentage on Schedule 2.1(a) , as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 10.6(c).

“ LOC Committed Amount ” means, collectively, the aggregate amount of all of the LOC Commitments of the Lenders to issue and participate in Letters of Credit as referenced in Section 2.4 and, individually, the amount of each Lender’s LOC Commitment as specified in Schedule 2.1(a) .

“ LOC Documents ” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or (b) any collateral security for such obligations, in each case relating to such Letter of Credit.

“ LOC Obligations ” means, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) without duplication the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

“ Mandatory Borrowing ” with respect to (a) Swingline Loans, has the meaning set forth in Section 2.3(b)(ii) and (b) with respect to Letters of Credit, the meaning set forth in Section 2.4(e).

“ Material ” means material in relation to the business, operations, financial condition or properties of the Borrower and its Subsidiaries taken as a whole.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) an impairment of the ability of (i) the Borrower to perform its material obligations under any Credit Document to which it is a party or (ii) of the Borrower and the Credit Parties taken as a whole to perform their material obligations under any Credit Document to which they are a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against (i) the Borrower of any Credit Document to which it is a party or (ii) of the Borrower and the Credit Parties taken as a whole under any Credit Document to which they are a party.

“ Material Contract ” means any contract or other arrangement, whether written or oral, to which the Borrower or any of its Subsidiaries is a party as to which contract the breach, nonperformance or cancellation of such contract by any party thereto would have a Material Adverse Effect.

“ Material Domestic Subsidiary ” means any Domestic Subsidiary that is also a Material Subsidiary.

“ Material Subsidiary ” means, as of any date of determination, any Subsidiary of the Borrower that accounts for at least two percent (2%) of Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the fiscal year for which financial statements have been prepared immediately preceding the date as of which any such determination is made. Notwithstanding the foregoing, Hyatt International shall be deemed to be a Material Subsidiary at all times.

“ Materials of Environmental Concern ” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials, or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Maturity Date ” means, as to each Lender, June 29, 2010.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“ Multiemployer Plan ” means a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ National Currency Unit ” shall mean a fraction or multiple of one Euro Unit expressed in units of the former national currency of a Participating Member State.

“ Non-Recourse Debt ” means any Funded Debt of the Borrower or any of its Subsidiaries if, and so long as, such Funded Debt meets the requirements of clause (a) or (b) below:

(a) Such Funded Debt is secured solely by Purchase Money Liens and: (i) the instruments governing such Funded Debt limit the recourse (whether direct or indirect) of the holders thereof against the Borrower and its Subsidiaries for the payment of such Indebtedness to the property securing such Indebtedness (with customary exceptions, including, without limitation, recourse for fraud, waste, misapplication of insurance or condemnation proceeds, and environmental liabilities); provided that any partial Guaranty Obligation by, or any other limited recourse for payment of such Funded Debt against, the Borrower or its Subsidiaries which is not expressly excluded from the definition of “Guaranty Obligations” shall, to the extent thereof, constitute Consolidated Adjusted Funded Recourse Debt (unless otherwise excluded pursuant to the definition thereof) but shall not prevent the non-guaranteed and non-recourse portion of such Funded Debt from constituting Non-Recourse Debt; and (ii) if

such Funded Debt is incurred after the date hereof by the Borrower or a Domestic Subsidiary of the Borrower, either (x) (1) the holders of such Funded Debt shall have irrevocably agreed that in the event of bankruptcy, insolvency or other similar proceeding with respect to the obligor of such Funded Debt, such holders will elect (pursuant to Section 1111(b) of the Federal Bankruptcy Code or otherwise) to be treated as fully secured by, and as having no recourse against such obligor or any property of such obligor other than, the property securing such Funded Debt, and (2) if, notwithstanding any election pursuant to clause (1) above, such holders shall have or shall obtain recourse against such obligor or any property of such obligor other than the property securing such Funded Debt, such recourse shall be subordinated to the payment in full in cash of the obligations owing to the Administrative Agent and the Lenders under this Agreement; or (y) the property securing such Funded Debt is not material to the business, financial condition, operations or properties of the Borrower and its Subsidiaries, take as a whole, as determined by the Borrower in its reasonable discretion at the time such Funded Debt is incurred;

(b) (i) The sole obligor of such Funded Debt (such obligor a “ Specified Entity ”) is a corporation or other entity formed solely for the purpose of owning (or owning and operating) property which is (or may be) subject to one or more Purchase Money Liens, (ii) such Specific Entity owns no other material property and (iii) the sole collateral security provided by the Borrower and its Subsidiaries with respect to such Funded Debt (if any) consists of property owned by such Specific Entity and/or the capital stock of (or equivalent ownership interest in) such Specific Entity (provided that any partial Guaranty Obligation by, or any other limited recourse for payment of such Funded Debt against, the Borrower or its Subsidiaries which is not expressly excluded from the definition of “Guaranty Obligations” shall, to the extent thereof, constitute a Guaranty Obligation but shall not prevent the non-guaranteed and non-recourse portion of such Funded Debt from constituting Non-Recourse Debt).

“ Note ” or “ Notes ” means the promissory notes of the Borrower in favor of each of the Lenders that request such notes (a) evidencing the Revolving Loans and Competitive Loans in substantially the form attached as Schedule 2.1(e) or (b) evidencing the Swingline Loans in substantially the form attached as Schedule 2.3(d) , with the foregoing individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Notice of Borrowing ” means a written notice of borrowing in substantially the form of Schedule 2.1(b)(i) , as required by Section 2.1(b)(i).

“ Notice of Extension/Conversion ” means the written notice of extension or conversion in substantially the form of Schedule 2.7 , as required by Section 2.7.

“ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Participant ” means the meaning set forth in Section 10.6(b).

“ Participating Member State ” means each country so described in any EMU Legislation.

“ Participation Interest ” means the purchase by a Lender of a participation interest in Swingline Loans as provided in Section 2.3(b)(ii) or in Letters of Credit as provided in Section 2.4(c).

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Permitted Liens ” means:

(a) Liens created by or otherwise existing, under or in connection with this Credit Agreement or the other Credit Documents in favor of the Lenders;

(b) Purchase Money Liens;

(d) Liens on real property assets of the Borrower and its Subsidiaries (including without limitation, the furniture, fixtures and equipment related thereto) securing Non-Recourse Debt of the Borrower and its Subsidiaries;

(e) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings diligently pursued, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

(f) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings diligently pursued, provided that (i) the Property subject to such Lien is not yet subject to foreclosure, sale or loss on account thereof or any proceedings commenced for the enforcement of such Liens and encumbrances shall have been duly suspended and (ii) adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

(g) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(h) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(i) Liens in connection with attachments or judgments (including judgment or appeal bonds) provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

(j) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered Property for its intended purposes;

(k) leases, subleases, licenses or sublicenses granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries;

(l) any interest of title of a lessor or licensor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases or licenses permitted by this Agreement;

(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(n) inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of any Plan;

(o) Liens assumed in connection with an acquisition of all or substantially all of the assets or Voting Stock of another Person permitted hereunder, so long as such Liens cover only the assets acquired pursuant to such acquisition and were not created in contemplation thereof;

(p) Liens on the property or assets of the Credit Parties or any Subsidiary securing Indebtedness which is incurred to finance the acquisition of such property or assets, provided that (i) each such Lien shall be created substantially simultaneously with the acquisition of the related property or assets; (ii) each such Lien does not at any time encumber any property other than the related property or assets financed by such Indebtedness (and any improvements therein or improvements made thereto); and (iii) the principal amount of Indebtedness secured by each such Lien shall at no time exceed 100% of the original purchase price of such related property or assets at the time acquired;

(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(r) Liens arising in connection with consignments or similar arrangements for the sale of goods in the ordinary course of business;

(s) Liens on assets of Persons which become Subsidiaries after the date of this Agreement; provided, however, that such Liens existed at the time such Persons became Subsidiaries and were not created in anticipation thereof and such Liens do not extend to any other property of the Borrower or its Subsidiaries (except proceeds of such Property and, in the case of Liens on real estate or equipments, items which become fixtures on such real estate or are accessions to such equipment);

(t) Liens on the assets of Subsidiaries (other than any Wholly-Owned Subsidiary) to the extent the Indebtedness secured thereby is Non-Recourse Debt.

(u) Liens existing on the Closing Date and set forth on Schedule 6.1 ; provided that no such Lien shall at any time be extended to cover property or assets other than the Property or assets subject thereto on the Closing Date; provided , however, that Liens on new Property which are in replacement of Liens on previously owned Property to the extent such new Property is acquired through like-kind exchanges or similar substitutions shall be permitted hereunder;

(v) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property); and

(w) other Liens in addition to those permitted by the foregoing clauses securing Indebtedness in an aggregate amount not to exceed 10% of Consolidated Net Tangible Assets determined at such time.

“ Person ” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority.

“ Plan ” means, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the Borrower or an ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Wachovia as its prime commercial lending rate in effect at its principal office in Charlotte, North Carolina, with each change in the Prime Rate being effective on the date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by the Administrative Agent to any debtor).

“ Pritzker Affiliate ” shall mean (i) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts; (iii) all legal representatives of any person or trust described in clauses (i) or (ii); and (iv) all partnerships, corporations, limited liability companies or other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (i), (ii) or (iii). “Control” for these purposes shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or action of any person or entity.

“ Pro Forma Basis ” means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the twelve-month period ending as of the most recent quarter end preceding the date of such transaction.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Purchase Money Liens ” means any Lien on property, real or personal, acquired or constructed by the Borrower or any Subsidiary of the Borrower: (a) to secure the purchase price of the property; (b) that was existing on such property at the time of acquisition thereof by the Borrower or such Subsidiary and assumed in connection with such acquisition; (c) to secure Indebtedness otherwise incurred to finance the acquisition or construction of such property or incurred within 90 days following the acquisition or completion of such construction; or (d) to secure any Indebtedness incurred in connection with any extension, refunding or refinancing of Indebtedness (whether or not secured and including Indebtedness under the Credit Documents) incurred, maintained or assumed in connection with, or otherwise related to, the acquisition or construction of such property; provided in each case that (1) such Liens do not extend to, cover or otherwise encumber any property other than the property acquired or constructed by the Borrower and its Subsidiaries and (2) such Liens do not cover current assets of the Borrower or any of its Subsidiaries other than current assets that relate solely to other property subject to such Lien.

“ Purchasing Lenders ” has the meaning set forth in Section 10.6(c).

“ Recovery Event ” means the receipt by the Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets.

“ Register ” has the meaning set forth in Section 10.6(d).

“ Regulation T, U, or X ” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Reorganization ” means, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“ Related Fund ” means, with respect to any Lender, any fund or trust or entity that invests in commercial bank loans in the ordinary course of business and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender, (c) any other Lender or any Affiliate thereof or (d) the same investment advisor as any Person described in clauses (a) through (c); provided, however, that “Related Fund” shall not include any competitor of the Borrower in the hospitality industry.

“ Replaced Lender ” has the meaning set forth in Section 2.20.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived.

“ Required Lenders ” means, at any time, Lenders having more than fifty percent (50%) of the Commitments, or if the Commitments have been terminated, Lenders having more than fifty percent (50%) of (a) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans outstanding; provided that the Commitments of, and outstanding principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans owing to, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required Lenders and (b) the outstanding Participation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit and of the Swingline Lender in any Swingline Loans).

“ Requirement of Law ” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property is subject.

“ Responsible Officer ” means as to the Borrower, any of the chief executive officer, the chief financial officer, the president, the treasurer, the assistant treasurer, the controller or any senior or executive vice president of the Borrower.

“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding.

“ Revaluation Date ” shall mean, with respect to any Extension of Credit, each of the following: (a) in connection with the origination of any new Extension of Credit, the Business Day which is the earliest of the date such credit is extended, the date the rate is set or the date the bid is accepted, as applicable; (b) in connection with any extension or conversion or continuation of an existing Loan, the Business Day that is the earlier of the date such advance is extended, converted or continued, or the date the rate is set, as applicable, in connection with any extension, conversion or continuation; (c) each date a Letter of Credit is issued or renewed pursuant to Section 2.4 or amended in such a way as to modify the LOC Obligations; (d) the date of any reduction of any of the Aggregate Revolving Committed Amount, or the LOC Committed Amount pursuant to the terms of Section 2.9, as the case may be; and (e) such additional dates as the Administrative Agent or the Required Lenders shall deem reasonably necessary. For purposes of determining availability hereunder, the rate of exchange for any Foreign Currency shall be the Spot Rate.

“ Revolving Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) at any time outstanding up to such Lender’s Revolving Committed Amount as specified in Schedule 2.1(a) , as such amount may be reduced from time to time in accordance with the provisions hereof.

“ Revolving Committed Amount ” means the amount of each Lender’s Commitment as specified in Schedule 2.1(a) , as such amount may be reduced from time to time in accordance with the provisions hereof.

“ Revolving Loans ” has the meaning set forth in Section 2.1(a).

“ Sanctioned Entity ” means (a) an agency of the government of, (b) an organization directly or indirectly controlled by, or (c) a Person resident in, in each case, a country that is subject to a sanctions program identified on the list maintained by the OFAC and published from time to time, as such program may be applicable to such agency, organization or Person.

“ Sanctioned Person ” means a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC as published from time to time.

“ Security ” means “security” as defined in Section 2(1) of the Securities Act of 1933, as amended.

“ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“ Single Employer Plan ” means any Plan which is not a Multiemployer Plan.

“ Specified Entity ” has the meaning set forth in the definition of “Non-Recourse Debt”.

“ Spot Rate ” shall mean, with respect to any Foreign Currency, the rate quoted by Wachovia as the spot rate for the purchase by Wachovia of such Foreign Currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through Subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries” means Subsidiaries of the Borrower.

“ Swingline Commitment ” means the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) at any time outstanding up to the Swingline Committed Amount, and the commitment of the Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.3(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

“ Swingline Committed Amount ” means the Dollar Amount of the Swingline Lender’s Swingline Commitment as specified in Section 2.3(a).

“ Swingline Lender ” means Wachovia, in its capacity as such.

“ Swingline Loan ” or “ Swingline Loans ” has the meaning set forth in Section 2.3(a).

“ Swingline Maturity Date ” shall mean the earlier of (a) the date that is five (5) Business Days after such Swingline Loan is made and (b) the Maturity Date.

“ Swingline Note ” means the promissory note of the Borrower in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.3(d), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Syndication Agent ” has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

“ Taxes ” has the meaning set forth in Section 2.18.

“ Transfer Effective Date ” has the meaning set forth in each Commitment Transfer Supplement.

“ Treaty on European Union ” shall mean the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“ Type ” means, as to any Loan, its nature as an Alternate Base Rate Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

“ U.S. LIBOR Lending Office ” shall mean, initially, the office(s) of each Lender designated as such Lender’s U.S. LIBOR Lending Office as set forth in the administrative detail reply form delivered by each Lender to the Administrative Agent and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender denominated in Dollars are to be made.

“ Voting Stock ” means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“ Wachovia ” means Wachovia Bank, National Association and its successors.

“ Wholly-Owned Subsidiary ” means, at any time, any Subsidiary of which all of the equity interests (except directors’ qualifying shares or shares aggregating either (x) a de minimus amount of the outstanding shares of such Subsidiary which are owned by local residents thereof as required by local law or (y) less than 1% of the outstanding shares of such Subsidiary which are owned by individuals) and voting interests are owned by any one or more of the Borrower and the Borrower’s other Wholly-Owned Subsidiaries at such time.

1.2

Computation of Time Periods .

All time references in this Credit Agreement and the other Credit Documents shall be to Charlotte, North Carolina time unless otherwise indicated. For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

1.3

Accounting Terms .

Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent (as to form and substance) with the most recent audited consolidated financial statements of the Borrower delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statements for the fiscal year in which any such change in GAAP shall have occurred, a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements as to which no objection shall have been made in accordance with the provisions above.

1.4

Exchange Rates; Currency Equivalents .

(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Amounts of Extensions of Credit and amounts outstanding hereunder denominated in Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Amount as so determined by the Administrative Agent acting in its commercially reasonable discretion.

(b) Wherever in this Credit Agreement in connection with an Extension of Credit, conversion, continuation or prepayment of a Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount (rounded to the nearest 1,000 units of such Foreign Currency), as determined by the Administrative Agent.

1.5

Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts .

(a) Each obligation of the Borrower to make a payment denominated in the National Currency Unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Extension of Credit in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Extension of Credit, at the end of the then current Interest Period.

(b) Each provision of this Credit Agreement relating to Loans or Letters of Credit denominated in Euro shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro; provided such changes are generally made to the credit documentation for other borrowers similarly situated to the Borrower.

(c) References herein to minimum Dollar Amounts and integral multiples stated in Dollars, where they shall also be applicable to Foreign Currency, shall be deemed to refer to approximate Foreign Currency Equivalents.

SECTION 2

CREDIT FACILITY

2.1

Revolving Loans .

(a) Commitment . During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans in Dollars and Foreign Currencies (the “ Revolving Loans ”) to the Borrower from time to time in the amount of such Lender’s Commitment Percentage of such Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations plus outstanding Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Lender individually, the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans shall not exceed the Foreign Currency Sublimit. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided , however , (A) Loans denominated in a Foreign Currency shall consist solely of LIBOR Rate Loans and (B) Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. LIBOR Rate Loans denominated in Dollars shall be made by each Lender at its U.S. LIBOR Lending Office. LIBOR Rate Loans denominated in a Foreign Currency shall be made by each Lender at its Foreign Currency LIBOR Lending Office. Alternate Base Rate Loans shall be made by each Lender at its Domestic Lending Office.

(b) Revolving Loan Borrowings .

(i) Notice of Borrowing . The Borrower shall request a Loan borrowing by written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent not later than 1:00 P.M. on the Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, on the third Business Day prior to the date of the requested

borrowing in the case of LIBOR Rate Loans denominated in Dollars and on the fourth Business Day prior to the date of the requested borrowing in the case of all LIBOR Rate Loans denominated in any Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefore and currency therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the Type of Loan requested, then such notice shall be deemed to be a request for a Alternate Base Rate Loan hereunder or (III) the currency of the Revolving Loan requested, then such notice shall be deemed to be a request for a Revolving Loan denominated in Dollars. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share of any borrowing to be made pursuant thereto.

(ii) Minimum Amounts . Each Revolving Loan shall be in a minimum aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of (A) in the case of LIBOR Rate Loans, $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining Aggregate Revolving Committed Amount, if less) and (B) in the case of Alternate Base Rate Loans, $1,000,000 and integral multiples of $250,000 in excess thereof (or the remaining Aggregate Revolving Committed Amount, if less).

(iii) Advances . Each Lender will make its Commitment Percentage of each Loan borrowing available to the Administrative Agent for the account of the Borrower, in Dollars or the applicable Foreign Currency, as applicable, at the Administrative Agent’s Office, or at such office as the Administrative Agent may designate in writing and in funds immediately available to the Administrative Agent, by (A) 2:00 P.M. on the date specified in the applicable Notice of Borrowing in the case of any Revolving Loan denominated in Dollars and (B) the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan denominated in a Foreign Currency. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account designated by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

(d) Interest . Subject to the provisions of Section 2.6:

(i) Alternate Base Rate Loans . During such periods as Loans shall be comprised in whole or in part of Alternate Base Rate Loans, such Alternate Base Rate Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage;

(ii) LIBOR Rate Loans . During such periods as Loans shall be comprised in whole or in part of LIBOR Rate Loans, such LIBOR Rate Loans shall bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage.

Interest on Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).

(e) Notes . The Loans shall be further evidenced by a duly executed Note in favor of each Lender in the form of Schedule 2.1(e) attached hereto, if requested by such Lender.

(f) Maximum Number of LIBOR Rate Loans . The Borrower will be limited to a maximum number of ten (10) LIBOR Rate Loans outstanding at any time. For purposes hereof, LIBOR Rate Loans with separate or different Interest Periods will be considered as separate LIBOR Rate Loans even if their Interest Periods expire on the same date.

(g) Notwithstanding anything herein to the contrary, during the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding Foreign Currency Loans be prepaid, or redenominated into Dollars in the Dollar Amount thereof, on the last day of the then current Interest Period with respect thereto. The Administrative Agent will promptly notify the Borrower of any such prepayment or redenomination request.

2.2

Competitive Loan Subfacility .

(a) Competitive Loans . Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, during the Commitment Period to the extent the Borrower’s Debt Rating is BBB- or Baa3 or better at such time, the Borrower may request and each Lender may, in its sole discretion, agree to make, Competitive Loans to the Borrower in Dollars; provided , however , that (i) the aggregate Dollar Amount of all Competitive Bid Loans shall not exceed 50% of the remainder of (x) the Aggregate Revolving Committed Amount less (y) the sum of the outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations, (ii) with regard to each Lender individually, the sum of such Lender’s share of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) with regard to the Lenders collectively, the sum of the aggregate Dollar Amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans shall not exceed the Aggregate Revolving Committed Amount. Each Competitive Loan shall be not less than $3,000,000 in the aggregate and integral multiples of $1,000,000 in excess thereof (or the remaining portion of the Revolving Committed Amount, if less).

(b) Competitive Bid Requests . The Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request substantially in the form of Schedule 2.2(b)-1 to the Administrative Agent by noon on a Business Day not less than three (3) Business Days prior to the date of a requested Competitive Loan borrowing. A Competitive Bid Request shall specify (i) the date of the

requested Competitive Loan borrowing (which shall be a Business Day), (ii) the amount of the requested Competitive Loan borrowing and (iii) the applicable Interest Periods requested. The Administrative Agent shall, promptly following its receipt of a Competitive Bid Request under this subsection (b), notify the affected Lenders of its receipt and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. A form of such notice is provided in Schedule 2.2(b)-2 . No more than three (3) Competitive Bid Requests (e.g., the Borrower may request Competitive Bids for no more than three (3) different Interest Periods at a time) shall be submitted at any one time and Competitive Bid Requests may be made no more frequently than once every five (5) Business Days.

(c) Competitive Bid Procedure . Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 A.M. on the Business Day next succeeding the date of receipt by the Administrative Agent of the related Competitive Bid Request. A Lender may offer to make all or part of the requested Competitive Loan borrowing and may submit multiple Competitive Bids in response to a Competitive Bid Request. The Competitive Bid shall specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (ii) the minimum (which shall be not less than $3,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Loan or Loans as to which the Lender is willing to make, and (iii) the applicable interest rate or rates and Interest Period or Periods therefor. A form of such Competitive Bid is provided in Schedule 2.2(c) . A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to the Borrower for its records as soon as practicable.

(d) Submission of Competitive Bids by Administrative Agent . If the Administrative Agent, in its capacity as a Lender, elects to submit a Competitive Bid in response to any Competitive Bid Request, it shall submit such Competitive Bid directly to the Borrower one-half of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent in response to such Competitive Bid Request pursuant to subsection (c) above.

(e) Acceptance of Competitive Bids . The Borrower may, in its sole and absolute discretion, subject only to the provisions of this subsection (e), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Schedule 2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. on the Business Day following the date on which bids are to be received by the Administrative Agent from the Lenders in accordance with the terms of Section 2.2(c); provided , however , (i) the failure by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the Borrower may accept Competitive Bids only in ascending order of rates, (iii) the aggregate amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the Borrower to exceed the

principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders) and (v) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $3,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $500,000 and integral multiples of $100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive Bid given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 noon on the date of receipt by the Administrative Agent of a notification from the Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the Borrower’s acceptance of its Competitive Bid in accordance with the terms of this subsection (e), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.

(f) Funding of Competitive Loans . Each Lender which is to make a Competitive Loan shall make its Competitive Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 10.2 , or at such other office as the Administrative Agent may designate in writing, by 1:30 P.M. on the date specified in the Competitive Bid Request in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by crediting the account of the Borrower on the books of such office with the aggregate of the amount made available to the Administrative Agent by the applicable Competitive Loan Lenders and in like funds as received by the Administrative Agent.

(g) Maturity of Competitive Loans . Each Competitive Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto, unless accelerated sooner pursuant to Section 7.2. Unless the Borrower shall give notice to the Administrative Agent otherwise, the Borrower shall be deemed to have requested a Revolving Loan borrowing in the amount of the maturing Competitive Loan, the proceeds of which will be used to repay such Competitive Loan.

(h) Interest on Competitive Loans . Subject to the provisions of Section 2.6, Competitive Loans shall bear interest in each case at the Competitive Bid Rate applicable thereto. Interest on Competitive Loans shall be payable in arrears on each Interest Payment Date.

(i) Competitive Bid Auction Fee . The Borrower shall pay to the Administrative Agent the related bid auction fees as agreed in writing from time to time by the Borrower and the Administrative Agent.

(j) Competitive Loan Notes . The Competitive Loans made by each Lender shall be further evidenced by such Lender’s Revolving Note, if a Revolving Note was requested by such Lender.

2.3

Swingline Loan Subfacility .

(a) Swingline Commitment . During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans in Dollars to the Borrower (each a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”) for the purposes hereinafter set forth; provided , however , (i) the aggregate principal Dollar Amount of Swingline Loans outstanding at any time shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (the “ Swingline Committed Amount ”) and (ii) the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans shall not exceed the Aggregate Revolving Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

(b) Swingline Loan Borrowings .

(i) Notice of Borrowing and Disbursement . The Swingline Lender will make Swingline Loans in Dollars available to the Borrower on any Business Day upon request made by the Borrower not later than 1:00 p.m. on such Business Day. A notice of request for Swingline Loan borrowing shall be made in the form of Schedule 2.1(b)(i) with appropriate modifications and submitted to the Swingline Lender’s Domestic Lending Office. Swingline Loan borrowings hereunder shall be made in minimum Dollar Amounts of $100,000 and in integral Dollar Amounts of $100,000 in excess thereof.

(ii) Repayment of Swingline Loans . Each Swingline Loan borrowing shall be due and payable on the Swingline Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such Swingline Loans; provided , however , that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of any Event of Default described in Section 7.1(e), (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “ Mandatory Borrowing ”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the

Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

(c) Interest on Swingline Loans . Subject to the provisions of Section 2.6, Swingline Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.

(d) Swingline Note . The Swingline Loans shall be evidenced by a duly executed promissory note of the Borrower to the Swingline Lender in the original Dollar Amount of the Swingline Committed Amount and substantially in the form of Schedule 2.3(d) .

2.4

Letter of Credit Subfacility .

(a) Issuance . Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided , however , that (i) the aggregate Dollar Amount of LOC Obligations shall not at any time exceed

THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “ LOC Committed Amount ”), (ii) the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars or Foreign Currencies and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided , however , so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided , further , that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face Dollar Amount of $100,000 or such lesser Dollar Amount as the Issuing Lender may agree. Wachovia shall be the Issuing Lender on all Domestic Letters of Credit issued on or after the Closing Date. Wachovia and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the Closing Date.

(b) Notice and Reports . The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

(c) Participations . Each Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its LOC Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its LOC Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an

unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

(d) Reimbursement . In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to which the drawing was made to the extent directly reimbursed by the Borrower or (y) in Dollars to the extent funded with the proceeds of a Revolving Loan obtained hereunder or otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Repayment with Loans . On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “ Mandatory Borrowing ”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided , further , that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

(f) Modification, Extension . The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

(g) Letter of Credit Governing Law . Unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(h) Reimbursement Payments . All payments made to the Issuing Lender to reimburse the Issuing Lender for any drawing under a Letter of Credit from (x) the Borrower, shall be made in the applicable Foreign Currency of the relevant Letter of Credit with respect to which the drawing was made or (y) the Lenders, shall be made in Dollars (based upon the Dollar Amount of the applicable payment); provided that in each case the Borrower shall be liable for any currency exchange loss related to such payments and, absent demonstrable error, shall promptly pay the Issuing Lender, upon receipt of notice thereof, the amount of any such loss.

(i) Conflict with LOC Documents . In the event of any conflict between the terms hereof and any LOC Documents, the terms hereof shall control.

(j) Discretionary Issuing Lender . Any Lender with a Revolving Commitment (in such capacity, a “ Discretionary Issuing Lender ”) may from time to time, at the written request of the Borrower (with a copy to the Administrative Agent) and with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), and in such Lender’s sole discretion, agree to issue one or more Foreign Letters of Credit for the account of the Borrower on the same terms and conditions in all respects as are applicable to the Letters of Credit issued by the Issuing Lender hereunder by executing and delivering to the Administrative Agent a written agreement to such effect, among (and in form and substance satisfactory to) the Borrower, the Administrative Agent and such Discretionary Issuing Lender. With respect to each of the Letters of Credit issued (or to be issued) thereby, each of the Issuing Lenders shall have all of the same rights and obligations under and in respect of this Agreement and the other Credit Documents, and shall be entitled to all of the same benefits (including, without limitation, the rights, obligations and benefits set forth in Sections 2.3 , 2.19 and 10.5 ), as are afforded to the Issuing Lender hereunder and thereunder. The Administrative Agent shall promptly notify each of the Lenders with a Revolving Commitment of the appointment of any Issuing Lender. Each Issuing Lender shall provide to the Administrative Agent, on a monthly basis, a report that details the activity with respect to each Letter of Credit issued by such Issuing Lender (including an indication of the maximum amount then in effect with respect to each such Letter of Credit).

2.5

Additional Loans .

existing Lenders or other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document consistent with this Section 2.5 as may be necessary to incorporate the terms of any Additional Loan.

2.6

Default Rate .

Upon the occurrence, and during the continuance, of an Event of Default, the overdue principal of and, to the extent permitted by law, interest on the Loans, LOC Obligations and any other amounts owing hereunder or under the other Credit Documents shall, upon the election of the Required Lenders (except with respect to an Event of Default occurring under Section 7.1(e), in which case such interest rate increase shall be immediate) bear interest, payable on demand, at a per annum rate 2% greater than the interest rate which would otherwise be applicable (or if no rate is applicable, whether in respect of interest, fees or other amounts, then 2% greater than the Alternate Base Rate plus the Applicable Percentage).

2.7

Extension and Conversion .

The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another Type; provided , however , that (a) except as expressly provided otherwise in this Credit Agreement, LIBOR Rate Loans may be converted into Alternate Base Rate Loans only on the last day of the Interest Period applicable thereto, (b) LIBOR Rate Loans may be extended, and Alternate Base Rate Loans may be converted into LIBOR Rate Loans, only so long as no Default or Event of Default then exists or would otherwise result therefrom, and (c) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “ Interest Period ” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b)(ii). Any request for extension or conversion of a LIBOR Rate Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M. on the Business Day of, in the case of the conversion of a LIBOR Rate Loan into a Alternate Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a LIBOR Rate Loan as, or conversion of a Alternate Base Rate Loan into, a LIBOR Rate Loan, the date of the proposed extension or conversion, specifying (i) the date of the proposed extension or conversion, (ii) the Loans to be so extended or converted, (iii) the Types of Loans into which

such Loans are to be converted and, if appropriate and (iv) the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in Section 4.2 (b) and (c). In the event the Borrower fails to request extension or conversion of any LIBOR Rate Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such LIBOR Rate Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable thereto. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

Unless otherwise agreed to by the Required Lenders, upon the occurrence and during the continuance of any Default or Event of Default, all Foreign Currency Loans then outstanding shall be redenominated into Dollars (based on the Dollar Amount of such Foreign Currency Loans on the date of redenomination) on the last day of the then current Interest Periods of such Foreign Currency Loans; provided that in each case the Borrower shall be liable for any currency exchange loss related to such payments and shall promptly pay the Lenders upon receipt of notice thereof the amount of any such loss.

2.8

Prepayments .

(a) Voluntary Repayments . Revolving Loans, Swingline Loans and, with the consent of the applicable Competitive Loan Lender or Lenders, Competitive Loans, may be repaid in whole or in part without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, and Alternate Base Rate Loans may be repaid only upon at least one (1) Business Day’s prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.17, and (iii) partial repayments of the LIBOR Rate Loans shall be in minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $5,000,000, and in integral multiples of $1,000,000 in excess thereof and partial repayments of Alternate Base Rate Loans shall be in minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $1,000,000, and in integral multiples of $250,000 in excess thereof.

(b) Mandatory Prepayments . If at any time, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans shall exceed the Aggregate Revolving Committed Amount, the Borrower shall immediately (or, if such excess is solely due to a currency fluctuation, within two Business Days) make payment on the Loans and/or cash collateralize the LOC Obligations in an amount sufficient to eliminate the deficiency.

(c) Application . Unless otherwise specified by the Borrower, voluntary repayments and mandatory prepayments made hereunder shall be applied first to Alternate Base Rate Loans, then to LIBOR Rate Loans in direct order of Interest Period maturities, second to Competitive Loans in direct order of Interest Period Maturities and third (after all Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Amounts repaid on the Swingline Loan and the Revolving Loans may be reborrowed in accordance with the provisions hereof.

(d) Hedging Obligations Unaffected . Any repayment or prepayment made pursuant to this Section 2.8 shall not affect the Borrower’s obligation to continue to make payments under any Hedging Agreement with a Hedging Agreement Provider, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging Agreement.

2.9

Termination and Reduction of Commitments

(a) Voluntary Reductions . The Commitments may be terminated or permanently reduced by the Borrower in whole or in part upon three (3) Business Days’ prior written notice to the Administrative Agent; provided that (i) after giving effect to any voluntary reduction, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans plus LOC Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in minimum principal Dollar Amounts (determined as of the most recent Revaluation Date) of $5,000,000, and in integral multiples of $1,000,000 in excess thereof; provided that no such reduction or termination shall be permitted if after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans would exceed the Aggregate Revolving Committed Amount.

(b) Mandatory Reduction . The Revolving Commitment, the LOC Commitment and the Swingline Commitment shall automatically terminate on the Maturity Date.

2.10

Fees .

(a) Facility Fee . The Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders holding Commitments, a facility fee (the “ Facility Fee ”) equal to the Applicable Percentage per annum times the actual daily amount of Aggregate Revolving Committed Amount (or, if the Commitments have terminated, on the outstanding amount of all Revolving Loans, Swingline Loans and LOC Obligations), regardless of usage. The Facility Fee shall accrue at all times during the Commitment Period (and thereafter so long as any Revolving Loans, Swingline Loans or LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect.

(b) Letter of Credit Fee . In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee in Dollars (the “ Letter of Credit Fee ”) equal to the Applicable Percentage per annum on the average daily maximum Dollar Amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration or termination. The Issuing

Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter.

(c) Issuing Lender Fees . In addition to the Letter of Credit Fees payable pursuant to subsection (b) above, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders (i) a fronting fee of one-tenth of one percent (0.10%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it and (ii) the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “ Issuing Lender Fees ”) The Issuing Lender Fees shall be payable to the respective Issuing Lenders quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter.

(d) Administrative Agent’s Fee . The Borrower agrees to pay to the Administrative Agent the annual administrative agent fee as described in the Fee Letter.

2.11

Computation of Interest and Fees .

(a) Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.

2.12

Pro Rata Treatment and Payments .

(a) Each borrowing of Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in such Foreign Currency. Each payment under this Credit Agreement or any Note shall be applied (i) first , to any Fees then due and owing, (ii) second , to

interest then due and owing in respect of the Loans (whether or not evidenced by Notes) of the Borrower and (iii) third , to principal then due and owing hereunder and under the Loans (whether or not evidenced by Notes) of the Borrower. Each payment on account of the Commitment Fees or the Letter of Credit Fees shall be made pro rata in accordance with the respective amounts due and owing. Each payment (other than voluntary repayments and mandatory prepayments) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.8. The obligation of the Borrower to make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s Office specified in Section 10.2 and (i) in the case of Loans or other amounts denominated in Dollars, shall be made in Dollars not later than 1:00 P.M. on the date when due and (ii) in the case of Loans or other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than the Applicable Time specified by the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

(b) Allocation of Payments After Event of Default . Notwithstanding any other provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender;

FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider);

FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon);

SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.

2.13

Non-Receipt of Funds by the Administrative Agent .

(a) Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a LIBOR Rate Loan is to be made (or prior to 2:00 p.m. in the case of an Alternate Base Rate Loan) by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent and any such payment by the Borrower shall not constitute a waiver of any right or remedy the Borrower may have with respect to any such Lender. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate.

(b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent at a per annum rate equal to, if repaid to the Administrative Agent within two (2) days from the date such amount was made available by the Administrative Agent, the Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate.

(c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.13 shall be conclusive in the absence of manifest error.

2.14

Inability to Determine Interest Rate .

Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. If such notice is given (a) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (b) any affected Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued, at the sole option of the Borrower, as Alternate Base Rate Loans, (c) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans and (d) any affected Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected.

2.15

Illegality .

(a) Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its U.S. LIBOR Lending Office or Foreign Currency Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its U.S. LIBOR Lending Office or Foreign Currency Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law to Alternate Base Rate Loans denominated in Dollars. The Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by

such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its U.S. LIBOR Lending Office or Foreign Currency LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

(b) Notwithstanding any other provision of this Credit Agreement, if there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender to make Loans denominated in an applicable Foreign Currency to the Borrower, as contemplated by this Credit Agreement, (i) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (ii) the commitment of such Lender hereunder to make such Foreign Currency Loans shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (iii) such Lender’s Loans then outstanding as such Foreign Currency Loans, if any, shall be, at the sole option of the Borrower, on the last day of the Interest Period for such Loans or within such earlier period as required by law, (A) converted to Alternate Base Rate Loans denominated in Dollars or (B) prepaid. The Borrower hereby agrees promptly to pay any such Lender, upon its demand, any additional amounts necessary to compensate the Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section, attributable to the amount of any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its applicable Foreign Currency Loans hereunder, as provided in Section 2.16. A certificate as to any additional amounts payable pursuant to this Section submitted by the affected Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

2.16

Requirements of Law .

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement, made subsequent to the date of such assignment or transfer (except to the extent the assigning or transferring Lender was entitled to benefits under this Section 2.16):

(i) shall subject such Lender to any tax of any kind whatsoever with respect to any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the net income of such Lender or tax imposed in lieu of net income taxes);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender (taking into account all available tax credits, tax deductions or other tax benefits) of making or maintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or under any Note, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be presumptive evidence of such additional amount in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Applicable Lending Office) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

(b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be presumptive evidence of such additional amount in the absence of manifest error.

(c) The agreements in this Section 2.16 shall survive the termination of this Credit Agreement and payment of the Loans and all other amounts payable hereunder.

(d) Notwithstanding the foregoing, the Borrower shall not be obligated to make payment to a Lender pursuant to this Section 2.16 in respect of increased costs or a reduction in the rate of return, if (i) written demand therefor has not been made by such Lender within 180 days from the date on which such Lender determined that any Requirement of Law has resulted in such increased cost or reduction in rate of return; provided that if the Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180-day period shall be extended to include the retroactive effect thereof or (ii) such increased cost or reduction in rate of return is attributable to the gross negligence or willful misconduct of the Lender. No Lender shall request that the Borrower pay any additional amount pursuant to this Section 2.16 unless it shall concurrently make similar requests to other borrowers similarly situated and affected by such Requirement of Law.

2.17

Indemnity .

The Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless from any actual funding loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or interest on any Loan by such Lender in accordance with the terms hereof, (b) default by the Borrower in accepting a borrowing after the Borrower has given a notice in accordance with the terms hereof, (c) default by the Borrower in making any repayment, prepayment, continuation or conversion after the Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by the Borrower of a repayment or prepayment of a Loan, or the conversion thereof, on a day which is not the last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder, but excluding lost profits. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, repayment, prepayment or conversion or no such amount shall be owing) shall be conclusive in the absence of manifest error The agreements in this Section 2.17 shall survive termination of this Credit Agreement and payment of the Loans and all other amounts payable hereunder.

2.18

Taxes .

(a) All payments made by the Borrower under the Credit Documents will be, except as provided in this Section 2.18, made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits (including any branch profits tax or alternative minimum tax imposed by the United States and any similar tax imposed by any other jurisdiction) of a Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental

Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement)), and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “ Taxes ”). If any Taxes are so levied or imposed, the Borrower agrees (i) to deduct or withhold such Taxes and to pay the full amount of such Taxes to the relevant taxing or Government Authority and (ii) except as provided in Section 2.18(b), to pay such additional amounts as may be necessary so that every payment of all amounts due under any Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law, certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender except as provided in Section 2.18(b). Notwithstanding the foregoing, the Borrower shall not be obligated to make payment to a Lender pursuant to this Section 2.18(a) in respect of penalties, interest and other similar liabilities attributable to any Taxes, if (i) written demand therefor has not been made by such Lender within 180 days from the date on which such Lender received written notice of imposition of Taxes by the relevant taxing or Governmental Authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Lender in making such written demand, (ii) such penalties, interest and other similar liabilities have accrued after the Borrower had indemnified or paid an additional amount due pursuant to this Section 2.18(a) or (iii) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of the Lender. After the Lender receives written notice of the imposition of the Taxes which are subject to this Section 2.18(a), such Lender will act in good faith to promptly notify the Borrower of its obligations hereunder. No Lender shall request that the Borrower pay any Taxes or any gross-up therefor pursuant to this Section 2.18(a) unless it shall make similar requests to other borrowers similarly situated and affected by such Taxes.

(b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement pursuant to Section 10.6 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms) certifying such Lender’s entitlement to a complete or partial exemption from United States withholding tax with respect to payments to be made under this Credit Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W-8BEN or W-8ECI as set forth in clause (i) above with the certification required in such clause (i), or (x) a certificate substantially in the form of Schedule 2.18 (any such certificate, a “ 2.18 Certificate ”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying such Lender’s entitlement to a complete

exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it will deliver upon the Borrower’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect (including as a result of a change in the Lender’s Applicable Lending Office), together with such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in Section 2.18(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable under any Credit Document for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.18(a) hereof to make any additional payments to a Lender or to indemnify any Lender in respect of Taxes imposed by the United States on any payments of interest, fees or other amounts payable under the Credit Documents (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.18(b), (II) to the extent that such Forms do not establish a complete exemption from withholding of such Taxes or (III) if the imposition of such Taxes is the result of a change in the Lender’s Applicable Lending Office, except to the extent that such Lender was entitled to any such additional payments at the time of such change or such change was made at the request of the Borrower. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.18, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.18(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes that occur after (i) the Closing Date, (ii) in the case of a Lender that changes its Applicable Lending Office, to the extent that such Lender was not entitled to additional amounts pursuant to Section 2.18(a) at the time of a change in its Applicable Lending Office, the date of such change or (iii) in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement other than pursuant to Section 2.20, to the extent that the assigning or transferring Lender was not entitled to additional amounts pursuant to Section 2.18(a) at the time of such assignment or transfer), the date of such assignment or transfer to such Lender.

(c) Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Applicable Lending Office) to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens reasonably deemed by such Lender in its sole discretion to be material.

(d) If the Borrower pays any additional amount pursuant to this Section 2.18 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith that claiming a refund or credit would cause adverse tax consequences to it. In the event that such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that no refund or credit is obtained with respect to the Borrower’s payments to such Lender pursuant to this Section 2.18, then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.18 shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.18(d) to the Borrower or any other party or to make available its tax return or any other information related to its taxes which it deems confidential.

(e) The agreements in this Section 2.18 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19

Indemnification; Nature of Issuing Lender’s Duties .

(a) In addition to its other obligations under Section 2.4, the Borrower hereby agrees to protect, indemnify, pay and hold the Issuing Lender harmless from and against any and all actual claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees of one outside counsel (absent dissension among the Issuing Lenders)) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, except to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called “ Government Acts ”).

(b) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) any consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

(c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Lender under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government Authority. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the reasonable control of the Issuing Lender.

(d) Nothing in this Section 2.19 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.4 hereof. The obligations of the Borrower under this Section 2.19 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement.

(e) Notwithstanding anything to the contrary contained in this Section 2.19, the Borrower shall have no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction.

2.20

Replacement of Lenders .

The Borrower shall be permitted to replace with a financial institution acceptable to the Administrative Agent any Lender (other than Wachovia Bank, National Association) (each a “ Replaced Lender ”) that (a) requests reimbursement for amounts owing pursuant to 2.14, 2.15, 2.16 or 2.18(a) or (b) is then in default of its obligation to make Loans hereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such Replaced Lender under Section 2.17 if any LIBOR Loan owing to such Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the Replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.14, 2.15, 2.16 or 2.18(a), as the case may be, (viii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14, 2.15, 2.16

or 2.18, either such assignment will result in a reduction of such compensation or the replacement Lender shall not have a similar claim for such compensation, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Replaced Lender. In the event any Replaced Lender fails to execute the agreements required under Section 10.6 in connection with an assignment pursuant to this Section 2.20 (after two (2) days notice has been given to such Replaced Lender), such failure will not impair the validity of the removal of such Replaced Lender and the mandatory assignment of such Replaced Lender’s Commitments and outstanding Loans shall nevertheless be effective without the execution by such Replaced Lender of the assignment documents required under Section 10.6 so long as (i) evidence of proof of receipt by such Replaced Lender of such assignment agreement is available and (ii) such Replaced Lender has been paid in full in cash on or prior to the effective date of such replacement. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such replacement cease to apply.

SECTION 3

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Credit Agreement and to make Loans herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that:

3.1

Existing Indebtedness .

Schedule 3.1 sets forth, as of the Closing Date, a complete and correct list of any Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Borrower or its Subsidiaries since Borrower’s audited financial statements for the fiscal year ended December 31, 2004.

3.2

Financial Statements .

The Borrower has delivered to the Administrative Agent copies of the financial statements of the Borrower and its Subsidiaries referenced in Section 4.1(g). All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

3.3

No Material Adverse Change .

Since the latter of December 31, 2004 or the date of the most recently delivered annual audited financial statements delivered pursuant to Section 5.1(a), there has been no Material Adverse Effect.

3.4

Organization; Existence .

Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing under the laws of each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Credit Parties has the corporate power and authority to own or hold under lease the material properties it purports to own or hold under lease, to transact the material business it transacts and proposes to transact, to execute and deliver this Credit Agreement and the other Credit Documents and to perform the provisions hereof and thereof.

3.5

Authorization; Power; Enforceable Obligations .

This Credit Agreement and the other Credit Documents have been duly authorized by all necessary corporate action on the part of the Borrower and the other Credit Parties, and this Credit Agreement constitutes, and upon execution and delivery thereof each other Credit Document will constitute, a legal, valid and binding obligation of the Borrower and the other Credit Parties enforceable against the Borrower and any such Credit Party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Credit Document to which it is a party has been duly executed and delivered on behalf of the Borrower or the other Credit Parties, as the case may be.

3.6

Consent; Government Authorizations .

No approval, consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with acceptance of extensions of credit by the Borrower or the making of the guaranties hereunder or with the execution, delivery or performance of any Credit Documents by the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties.

3.7

No Material Litigation .

(a) There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, if adversely determined would reasonably be expected to have a Material Adverse Effect.

(b) Neither the Borrower nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

3.8

No Default .

No Default or Event of Default has occurred and is continuing.

3.9

Taxes .

The Borrower and its Subsidiaries have filed all Federal and all other material tax returns (state, local and foreign) that are required to have been filed in any jurisdiction, and have paid all income taxes shown to be due and payable (including interest and penalties) on such returns and all other taxes and assessments due and payable by them (within any grace period provided for such payment), except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Borrower or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. None of the Credit Parties or their respective Subsidiaries is aware, as of the Closing Date, of any proposed tax assessments against it or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect.

3.10

ERISA .

Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained unfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect.

3.11

Governmental Regulations, Etc .

(a) No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation U, or for the purpose of purchasing or carrying or trading in any securities. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U. No Indebtedness being reduced or retired out of the proceeds of the Loans hereunder was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U or any “margin security” within the meaning of Regulation T. “Margin stock” within the meaning of Regulation U does not constitute more than 25% of the value of the Consolidated Assets of the Borrower and its Subsidiaries. Neither the execution and delivery hereof by the Borrower, nor the performance by it of any of the transactions contemplated by this Credit Agreement (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation T, U or X.

(b) The Borrower is not (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(c) The use of the proceeds of the Loans hereunder will not violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, none of the Credit Parties is or will (i) become a person whose property or interest in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) to the best of its knowledge, engage in any dealings or transactions, or be associated with, any such person.

3.12

Subsidiaries .

(a) Schedule 3.12 is (except as noted therein) a complete and correct list of the Borrower’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Borrower and each other Subsidiary and an indication whether such Subsidiary is, as of the Closing Date, a Material Subsidiary.

(b) Each of the Material Subsidiaries identified in Schedule 3.12 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

3.13

Use of Proceeds .

The Extensions of Credit will be used solely (a) to refinance the Existing Facility and certain other Indebtedness of the Borrower and to pay certain fees and expenses related thereto and (b) to provide for the working capital and general corporate requirements of the Borrower and its Subsidiaries, including, without limitation, commercial paper back-up, the financing of investments and acquisitions not prohibited hereunder and the payment of fees and expenses incurred in connection with the transactions contemplated hereby.

3.14

Contractual Obligations; Compliance with Laws; No Conflicts .

The execution, delivery and performance by the Borrower and the other Credit Parties, as applicable, of this Credit Agreement and the other Credit Documents will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than Permitted Liens) in respect of any property of the Borrower or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other Material agreement or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected except to the extent that the same could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary, (c) violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries (except those as to which waivers or consents have been obtained) or (d) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of such Person.

3.15

Accuracy and Completeness of Information .

Factual statements contained in the Credit Documents and any other certificates or documents furnished to the Administrative Agent or the Lenders by or on behalf of any Credit Party from time to time pursuant to this Agreement (in any case excluding any projections, budgets and estimates), taken as a whole, and taking into consideration all corrections or substituted documents, do not and will not, as of the date when made, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made, all except as otherwise qualified herein. There is no fact now known to the Borrower or any of its Subsidiaries which has, or would reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders. All projections, budgets and estimates delivered hereunder represent as of the date delivered the good faith estimate of the Borrower and its senior management concerning the financial condition, financial performance and course of the business of the Borrower and its Subsidiaries; provided such projections, budgets and estimates are not to be viewed as fact, and actual results during the period covered thereby may differ from such projections, budgets and estimates and such differences may be Material.

3.16

Environmental Matters .

Except as to matters which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by the any of the Credit Parties and their Subsidiaries (the “ Properties ”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) have resulted in liability under, any Environmental Law.

(b) the Properties and all operations of the Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at or under the Properties or violation of any Environmental Law with respect to the Properties or the business operated by any of the Credit Parties (the “ Business ”).

(c) to the knowledge of the Responsible Officers of the Credit Parties, neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower nor any of its Subsidiaries have knowledge of any such threatened notice.

(d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which has given rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that has given rise to liability under, any applicable Environmental Law.

(e) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Credit Party, threatened, under any Environmental Law to which any of the Credit Parties is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial directives outstanding under any Environmental Law with respect to the Properties or the Business.

(f) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner requiring remediation under Environmental Laws.

3.17

Solvency .

The fair saleable value of the assets of the Borrower, individually, and of the Borrower and its Subsidiaries, taken as a whole, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Credit Agreement. The Credit Parties taken as a whole (a) do not have unreasonably small capital in relation to the business in which they are or propose to be engaged and (b) have not incurred or do not believe that they will incur after giving effect to the transactions contemplated by this Credit Agreement, debts beyond their ability to pay such debts as they become due.

3.18

Title to Property; Leases .

The Borrower and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 3.2 and Section 5.1 or acquired by the Borrower or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Credit Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect except to the extent that the failure thereof would not be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect.

3.19

Insurance .

Schedule 3.19 sets for the insurance coverage of the Borrower and its Subsidiaries in effect as of the Closing Date. The present insurance coverage of the Borrower and its Subsidiaries complies with the requirements set forth in Section 5.5.

3.20

Licenses and Permits .

The Borrower and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for the failure of such ownership or possession or those conflicts that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.21

Anti-Terrorism Laws; OFAC .

(a) Neither the making of the Loans hereunder nor the Borrower’s use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or is in violation of any Federal statute or Presidential Executive Order, including without limitation Executive Order 13224 66 Fed. Reg. 49079 (September 25, 2001) (Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit or Support Terrorism)(collectively, “ Anti-Terrorism Laws ”).

(b) None of the Borrower, any Subsidiary or any Affiliate of the Borrower: (a) is a Sanctioned Person, (b) has any of its assets in Sanctioned Entities or (c) derives any of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.

3.22

Labor Matters .

None of the Credit Parties currently have existing any strikes, walkouts or other work stoppages, other than as set forth in Schedule 3.22 hereto or as would not reasonably be expected to have a Material Adverse Effect.

SECTION 4

CONDITIONS

4.1

Conditions to Closing .

This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit is subject to, the satisfaction or waiver of the following conditions precedent:

(a) Execution of Credit Agreement and Credit Documents . Receipt by the Administrative Agent of (i) counterparts of this Credit Agreement and (ii) for the account of each Lender that requests a Revolving Note, Revolving Notes and for the account of the Swingline Lender, a Swingline Note, in each case executed by a duly authorized officer of each party thereto and in each case conforming to the requirements of this Credit Agreement.

(b) Legal Opinion . Receipt by the Administrative Agent of a legal opinion of counsel (including in-house counsel) to the Credit Parties relating to this Credit Agreement and the other Credit Documents and the transactions contemplated herein and therein, in form and substance reasonably acceptable to the Administrative Agent, which opinion shall include, without limitation, an opinion that the execution, delivery and performance of the Credit Documents and the performance of the transactions contemplated thereby will not conflict with, result in a breach of, require any consent or permit any acceleration of (or require repayment of) any Indebtedness of the Credit Parties or under any of the Credit Parties’ organizational documents and material agreements.

(c) Absence of Legal Proceedings . The absence of any pending or, to the best knowledge of the Borrower, threatened action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to the Borrower or any of its Subsidiaries which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) Corporate Documents . Receipt by the Administrative Agent of the following (or their equivalent), each (other than with respect to clause (iv)) certified by the secretary or assistant secretary of each Credit Party as of the Closing Date to be true and correct and in force and effect pursuant to a certificate substantially in the form attached hereto as Schedule 4.1(d) :

(i) Articles of Incorporation . Copies of the articles of incorporation or charter documents of the Credit Parties certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its organization.

(ii) Resolutions . Copies of resolutions of the board of directors or comparable managing body of the Credit Parties approving and adopting the respective Credit Documents to which each is a party, the transactions contemplated therein and authorizing execution and delivery thereof.

(iii) Bylaws . Copies of the bylaws, operating agreement or partnership agreement of the Credit Parties certified by a secretary or assistant secretary as of the Closing Date to be true and correct and in force and effect as of such date.

(iv) Good Standing . Copies, where applicable, of certificates of good standing, existence or its equivalent of each of the Credit Parties certified as of a recent date by the appropriate Governmental Authorities of the State of organization and each other State in which the failure to so qualify and be in good standing would reasonably be expected to have a Material Adverse Effect.

(v) Incumbency . An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

(e) Officer’s Certificate . Receipt by the Administrative Agent of a certificate, in form and substance reasonably satisfactory to it, of a Responsible Officer certifying that (i) the Borrower and each of the other Credit Parties on a consolidated basis are solvent as of the Closing Date and (ii) the Borrower, on a consolidated basis with its Subsidiaries, is in pro forma compliance with all of the financial covenants in Section 5.9 both before and after giving effect to any Loans to be made on the Closing Date.

(f) Account Designation Letter . Receipt by the Administrative Agent of an executed counterpart of the Account Designation Letter.

(g) Financial Information . Receipt by the Administrative Agent of (i) the final audited financial statements of the Borrower for the twelve month period ending December 31, 2004 and (ii) the unaudited quarterly financial statements (excluding a statement of cash flow) of the Borrower for the quarter ending March 31, 2005.

(h) Flow of Funds . Receipt by the Administrative Agent of a sources and uses table and payment instructions with respect to each wire transfer to be made by the Administrative Agent on behalf of the Lenders or the Borrower on the Closing Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such transfer.

(i) Repayment of Existing Facility . All existing Indebtedness for borrowed money of the Borrower and its Subsidiaries under the Existing Facility shall have been repaid in full and terminated (or shall be repaid in full and terminated with the proceeds of the initial Loans) and the Administrative Agent shall have received such evidence of such repayment and termination as the Administrative Agent may reasonably require.

(j) Consents . The Administrative Agent shall have received evidence that all necessary governmental, corporate, shareholder and third party consents and approvals, if any, in connection with the financings and other transactions contemplated hereby have been received and no condition exists which would reasonably be likely to restrain, prevent or impose any material adverse conditions on the transactions contemplated hereby.

(k) No Material Adverse Change . Since December 31, 2004 there has been no event or development which has had a Material Adverse Effect.

(l) Fees . Receipt by the Administrative Agent and the Lenders of all fees, if any, then owing by the Borrower to the Lenders, the Administrative Agent and the Lead Arrangers.

(m) Patriot Act Certificate . The Administrative Agent shall have received a certificate reasonably satisfactory thereto, for the benefit of itself and the Lenders, provided by the Borrower that sets forth information required by the Patriot Act (as defined in Section 8.10) including, without limitation, the identity of the Borrower, the name and address of the Borrower and other information that will allow the Administrative Agent or any Lender, as applicable, to identify the Borrower in accordance with the Patriot Act.

(n) Additional Matters . All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agents.

4.2

Conditions to All Extensions of Credit .

The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a) Representations and Warranties . The representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date).

(b) No Default or Event of Default . No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date.

(c) Compliance with Commitments . Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans shall not exceed the Aggregate Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Commitment.

Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the conditions in subsections (a) and (b) of this Section have been satisfied or waived in writing. Each request for an extension or conversion of a Loan hereunder shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Loan that the conditions in subsection (b) of this Section has been satisfied or waived in writing.

SECTION 5

AFFIRMATIVE COVENANTS

The Credit Parties covenant and agree that on the Closing Date, and so long as this Credit Agreement is in effect and until (a) the Commitments have been terminated, (b) no Loans or Letters of Credit (other than Letters of Credit which have been cash collateralized or otherwise collateralized) remain outstanding and (c) all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full (other than contingent indemnification of the Credit Party Obligations to the extent no claim giving rise thereto has been asserted), the Credit Parties shall, and shall cause each Subsidiary to:

5.1

Financial Statements .

Furnish, or cause to be furnished, to the Administrative Agent and the Lenders:

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2005) (or such earlier date as the Borrower may file or be required to file such statements with the Securities and Exchange Commission (“ SEC ”)), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders (it being agreed that any of the “Big

Four” accounting firms shall be acceptable to the Required Lenders), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended June 30, 2005) (or such earlier date as the Borrower may file or be required to file such statements with the SEC), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows (but with respect to cash flow statements, other than for the fiscal quarter ended March 31, 2005) for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case commencing with the fiscal quarter ending March 31, 2006 in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 5.2(a), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein. All such financial statements shall be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments and the absence of footnotes) and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of any change in the application of accounting principles as provided in Section 1.3 for the fiscal year in which such change occurred.

5.2

Certificates; Other Information .

Furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders:

(a) Officer’s Compliance Certificate . Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, (i) the financial statements fairly present in all material respects the financial condition of the parties covered by such financial statements, and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate. Such certificate shall include the calculations required to indicate compliance with Section 5.9 as of the last day of the period covered by such financial statements. A form of Officer’s Compliance Certificate is attached as Schedule 5.2(a) .

(b) Other Information . Promptly, such additional financial and other information as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

(c) Public Information . Promptly, and in any event within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 or those which are of a promotional nature) and other financial information which any Credit Party sends to its stockholders (but only to the extent such reports and other financial information would customarily be distributed by a public company to its public stockholders) and promptly, and in any event within thirty (30) days after the same are filed, copies of all financial statements and non-confidential reports which any Credit Party may make to, or file with, the SEC or any successor or analogous United States Governmental Authority.

(d) Annual Report . Promptly, and in any event within one hundred twenty (120) days after the end of each fiscal-year, (i) to the extent prepared by the Borrower, a copy of its annual report (which shall include audited financial statements as of the end of such fiscal year) and (ii) a report certified by a Responsible Officer of the Borrower as being the annual budget approved by the board of directors of the Borrower.

5.3

Notices .

Give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:

(a) Defaults . Promptly (but in any event within five (5) Business Days), after any Responsible Officer of a Credit Party knows thereof, the occurrence of any Default or Event of Default.

(b) Legal Proceedings . Promptly, any litigation, or any investigation or proceeding (including without limitation, any environmental or Governmental Authority proceeding) known to any Credit Party, relating to the Borrower or any of its Subsidiaries which, if adversely determined (and with respect to litigation, for which the Borrower reasonably determines that a reasonable basis for the prayer for damages exists), would reasonably be expected to have a Material Adverse Effect.

(c) ERISA . As soon as possible and in any event within thirty (30) days after the Borrower knows thereof: (i) the occurrence of any Reportable Event with respect to any Plan, (ii) a failure to make any required contribution to a Plan, (iii) the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan (iv) any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (v) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any ERISA Affiliate with respect to the termination of any Plan, in each case of clauses (i) through (v), only to the extent that such occurrence could reasonably be expected to have a Material Adverse Effect; and

(d) Debt Ratings Change . Promptly, and in any event within five (5) Business Days, after the Borrower obtains any actual knowledge of a change in the Debt Rating by either S&P or Moody’s, notice of such change accompanied by any announcement or publication made by the relevant agency in connection therewith.

(e) Other . Promptly, any other development or event which a Responsible Officer gains knowledge of which would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.3 shall be accompanied by a statement of a Responsible Officer setting forth reasonable details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

5.4

Maintenance of Existence; Compliance with Laws; Contractual Obligations .

(a) Subject to Section 6.3, preserve and keep in full force and effect the Borrower’s corporate existence. Subject to Section 6.3, each Credit Party will at all times preserve and keep in full force and effect the corporate existence of it (except the Borrower) and each of its Subsidiaries (unless merged into the Borrower or a Subsidiary) and all rights and franchises of itself and its Subsidiaries unless, in the good faith judgment of the Borrower, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Comply with all Requirements of Law, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws and ERISA-related Requirements of Law, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such Requirements of Law, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(c) Fully perform and satisfy all of its obligations under all of its contractual obligations except (i) to the extent that failure to perform and satisfy such obligations would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) in the case of monetary obligations except when the amount or validity of such obligations and costs are currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Borrower or the applicable Subsidiaries, as the case may be.

5.5

Maintenance of Property; Insurance .

(a) Maintain and keep, or cause to be maintained and kept, their respective Properties in normal repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 5.5 shall not prevent the Borrower or any Subsidiary from discontinuing the operation and the maintenance of any of its Properties if such discontinuance is desirable in the conduct of its business, or , in any event, the Borrower has concluded that repair, working order or condition or such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Maintain, with financially sound and reputable insurers, insurance with respect to their respective Material Properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles,

co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated (including, without limitation, terrorism insurance); and furnish to the Administrative Agent, upon written request, reasonable information as to the insurance carried. The Lenders acknowledge and agree that the Borrower’s and its Subsidiaries’ insurance set forth on Schedule 3.19 satisfies the requirements of this Section 5.5 as of the Closing Date.

5.6

Inspection of Property; Books and Records; Discussions .

Keep proper books of records and account in which true and correct entries in all material respects in conformity with GAAP shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours, at reasonable intervals and upon reasonable notice by the Administrative Agent, the Administrative Agent to visit and inspect any of the Credit Parties’ or their Subsidiaries’ Properties (without materially disrupting the Borrower’s day to day operations) and examine and make abstracts (including photocopies) from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower and its Subsidiaries may not disclose without violation of a Requirement of Law or confidentiality obligation binding upon it) at any reasonable time, and to discuss the business, operations, properties and financial and other condition of the Credit Parties and their Subsidiaries with officers and employees of the Borrower and, to the extent such certified public accountants will permit, with their independent certified public accountants. The cost of the inspection referred to in the preceding sentence shall be borne by the Lenders unless an Event of Default has occurred and is continuing, in which case the cost of such inspection shall be for the account of the Borrower.

5.7

Use of Proceeds .

Use the Loans solely for the purposes provided in Section 3.13.

5.8

Additional Guarantors .

Cause each of the Borrower’s Material Domestic Subsidiaries which is not a party to this Credit Agreement (other than any Excluded Subsidiary), whether newly formed, after acquired or otherwise existing, to as soon as practicable and in any event concurrently with the delivery of the next quarterly compliance certificate required pursuant to Section 5.2(a) following such formation, acquisition or existence, become a “Guarantor” hereunder by way of execution of a Joinder Agreement. Such joinder

agreement shall be accompanied by such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

5.9

Financial Covenants .

(a) Leverage Ratio . On a consolidated basis, maintain a Leverage Ratio at all times but to be tested as of the end of each fiscal quarter of the Borrower of less than or equal to 4.5 to 1.0.

(b) Interest Coverage Ratio . On a consolidated basis, maintain an Interest Coverage Ratio at all times but to be tested as of the end of each fiscal quarter of the Borrower of greater than or equal to 3.00 to 1.0.

SECTION 6

NEGATIVE COVENANTS

6.1

Liens .

Contract, create, incur, assume or permit to exist any Lien with respect to any of its property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens.

6.2

Nature of Business .

Alter the character of the business of the Borrower and its Subsidiaries taken as a whole in any material respect from that conducted as of the Closing Date other than alterations, expansions and extensions reasonably related thereto.

6.3

Mergers and Sale of Assets .

(a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted:

(i) the sale, lease or transfer of property or assets between and among Credit Parties;

(ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of any Guarantor, any assets of such Guarantor are transferred to another Credit Party in connection with such dissolution, liquidation or winding up; and

(iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom.

(b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary; provided that if a Credit Party is a party thereto, a Credit Party will be the surviving corporation, (ii) any Subsidiary of the Borrower that is no longer useful in the business of the Borrower and its Subsidiaries, as determined by the Borrower in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party; and (iii) the Borrower or any Subsidiary of the Borrower may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if the Borrower is a party thereto, the Borrower is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom.

Upon the sale, transfer or other disposition of any Subsidiary (or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary if it is a Guarantor hereunder, from its obligations under Section 9 hereof.

6.4

Transactions with Affiliates .

Except for loans to officers, directors, employees and shareholders (x) existing on the Closing Date or (y) made after the Closing Date during the term of this Agreement in an aggregate amount not to exceed $50,000,000 at any time outstanding and except as otherwise permitted pursuant to Section 6.6, enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Borrower or another Subsidiary), except pursuant to the reasonable requirements of the

Borrower’s or such Subsidiary’s business and consistent with the types of transactions entered into by the Borrower or its Subsidiaries prior to the Closing Date or upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary (considered as a whole in conjunction with all other existing arrangements and relationships with such Affiliate) than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

6.5

Fiscal Year; Organizational Documents .

Neither change its fiscal year nor amend, modify or change its articles of incorporation (or corporate charter or other similar organizational document) or bylaws (or other similar document) in any manner materially adverse to the interests of the Lenders without the prior written consent of the Administrative Agent.

6.6

Restricted Payments .

Directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make dividends payable solely in the same class of Capital Stock of such Person, (b) to make dividends or other distributions payable to the Borrower (directly or indirectly through Subsidiaries) or any Subsidiary and (c) the Borrower may make other Restricted Payments so long as, after giving effect thereto on a Pro Forma Basis, no Default or Event of Default shall be in existence or would result therefrom.

SECTION 7

EVENTS OF DEFAULT

7.1

Events of Default .

An Event of Default shall exist upon the occurrence of any of the following specified events (each an “ Event of Default ”):

(a) The Borrower shall fail to pay any principal on any Loan when due in accordance with the terms hereof; or the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or any Fee or other amount payable hereunder when due in accordance with the terms hereof (or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations thereunder within the aforesaid period of time) and such failure shall continue unremedied for three (3) Business Days; or

(b) Any representation or warranty made or deemed made herein or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time pursuant to this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made; or

(c) (i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Sections 5.3(a), 5.9 or in Section 6; or (ii) any Credit Party shall fail to perform, comply with or observe any covenant or agreement

contained in Section 5.1 or 5.4(a) and in the event such breach or failure to comply is capable of cure such failure shall continue unremedied for a period of five Business Days; or (iii) any Credit Party shall fail to comply with any other covenant contained in this Credit Agreement or the other Credit Documents (other than as described in Sections 7.1(a), 7.1(b), 7.1(c)(i) or 7.1(c)(ii) above), and in the event such breach or failure to comply is capable of cure, is not cured within thirty (30) days of its occurrence; or

(d) Any Credit Party or any of its Subsidiaries shall (i) (A) default in any payment of principal of or interest on any Indebtedness (other than the Notes) in a principal amount outstanding of at least $100,000,000 in the aggregate for the Credit Parties and their Subsidiaries beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness in a principal amount outstanding of at least $100,000,000 in the aggregate for the Credit Parties or their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due and payable prior to its stated maturity; or

(e) (i) Any Credit Party or any of its Material Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Credit Party or any of its Material Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Credit Party or any of its Material Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Credit Party or any of its Material Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Credit Party or any of its Material Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or (v) any Credit Party or any of its Material Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(f) One or more judgments or decrees shall be entered against any Credit Party or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance or self-insurance) of $50,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(g) (i) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Borrower or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a Trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, or (v) the Borrower or any of its ERISA Affiliates shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(h) There shall occur a Change of Control; or

(i) The Guaranty or any material provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on behalf of any Guarantor shall deny or disaffirm any Guarantor’s obligations under the Guaranty; or

(j) Any other Credit Document shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the material rights, powers and privileges purported to be created thereby, or any Credit Party or any Person acting by or on behalf of any Credit Party shall deny or disaffirm any Credit Party Obligation.

7.2

Acceleration; Remedies .

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrower take any of the following actions (including any combination of such actions):

(a) Termination of Commitments . Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(b) Acceleration . Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations (including, without limitation, Fees) of any and every kind owing by any Credit Party to the Administrative Agent and/or any of the Lenders hereunder to be due and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount

equal to 103% of the maximum amount which may be drawn under Letters of Credit then outstanding, whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party.

(c) Enforcement of Rights . Exercise any and all rights and remedies created and existing under the Credit Documents, whether at law or in equity.

(d) Rights Under Applicable Law . Exercise any and all rights and remedies available to the Administrative Agent or the Lenders under applicable law.

Notwithstanding the foregoing, if an Event of Default specified in Section 7.1(e) shall occur, then the Commitments shall automatically terminate, all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder automatically shall immediately become due and payable and the Borrower’s obligation to deposit cash collateral described in clause (b) above shall become effective immediately, in each case, without presentment, demand, protest or the giving of any notice or other action by the Administrative Agent or the Lenders, all of which are hereby waived by the Borrower.

SECTION 8

AGENCY PROVISIONS

8.1

Appointment .

Each Lender hereby irrevocably designates and appoints Wachovia as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent.

8.2

Delegation of Duties .

The Administrative Agent may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint one of its affiliates as its agent to perform the functions of the Administrative Agent hereunder relating to the advancing of funds to the Borrower and distribution of funds to the Lenders and to perform such other related functions of the Administrative Agent hereunder as are reasonably incidental to such functions.

8.3

Exculpatory Provisions .

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit Agreement (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Credit Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit Party.

8.4

Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless (a) a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent and (b) the Administrative Agent shall have received the written agreement of such assignee to be bound hereby as fully and to the same extent as if such assignee were an original Lender party hereto, in each case in form satisfactory to the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Credit Documents in accordance with a request of the Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

8.5

Notice of Default .

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided , however , that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

8.6

Non-Reliance on Administrative Agent and Other Lenders .

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

8.7

Indemnification .

The Lenders severally agree to indemnify the Administrative Agent in its capacity hereunder (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided , however , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 8.7 shall survive the termination of this Credit Agreement and payment of the Loans and all other amounts payable hereunder.

8.8

Administrative Agent in Its Individual Capacity .

The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

8.9

Successor Administrative Agent .

The Administrative Agent may resign as Administrative Agent upon 30 days’ prior notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrower (so long as no Event of Default has occurred and is continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Loans. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

8.10

Patriot Act Notice .

Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “ Patriot Act ”),

it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

8.11

Other Agents, Arrangers and Managers .

None of the Lenders or other Persons identified on the front page or signature pages of this Credit Agreement as “Syndication Agent,” “Lead Arranger,” “Book Manager,” “Co-Documentation Agents” or “Co-Managing Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or not taking action hereunder.

SECTION 9

GUARANTY

9.1

The Guaranty .

In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations owed to the Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. As used in this Section 9, Credit Party Obligations shall include all Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Credit Party Obligations may be or hereafter become otherwise unenforceable. This guaranty is a guaranty of payment and performance and not of collection.

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent).

9.2

Bankruptcy .

Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Borrower to the Lenders and any Hedging Agreement Provider whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Section 7.1(e) as applicable to the Borrower or any Subsidiaries of the Borrower, and unconditionally promises to pay such Credit Party Obligations to the Administrative Agent for the account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or other applicable law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

9.3

Nature of Liability .

The liability of each Guarantor hereunder is absolute and unconditional and exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations that the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (f) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations.

The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders, exercises its right of set-off, in respect of the Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided , however , that neither the Administrative Agent nor any Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Agreement.

9.4

Independent Obligation .

The obligations of each Guarantor hereunder are independent of the obligations of any other guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

9.5

Authorization .

Each of the Guarantors authorizes the Administrative Agent, each Lender and each Hedging Agreement Provider without notice or demand (except as shall be required by applicable law and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Credit Agreement and any Hedging Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, Guarantors, the Borrower or other obligors.

9.6

Reliance .

It is not necessary for the Administrative Agent, the Lenders or any Hedging Agreement Providers to inquire into the capacity or powers of the Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

9.7

Waiver .

(a) Each of the Guarantors waives any right (except as shall be required by applicable law and cannot be waived) to require the Administrative Agent, any Lender or any Hedging Agreement Provider to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party other than payment in full in cash of the Credit Party Obligations, including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Credit Party Obligations. The Administrative Agent or any of the Lenders may, at their election, foreclose on any security held by the Administrative Agent or a Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent and any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations have been paid in full. Each of the Guarantors, to the extent permitted by law, waives any defense arising out of any such election by the Administrative Agent and each of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security.

(b) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

(c) Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or the Hedging Agreement Provider against the Borrower or any other guarantor of the Credit Party Obligations of the

Borrower owing to the Lenders or such Hedging Agreement Provider (collectively, the “ Other Parties ”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Credit Party Obligations shall have been indefeasibly paid in full in cash, no Credit Document or Hedging Agreement with a Hedging Agreement Provider remains in effect and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Hedging Agreement Providers to secure payment of the Credit Party Obligations of the Borrower until such time as the Credit Party Obligations shall have been indefeasibly paid in full in cash, no Credit Document or Hedging Agreement with a Hedging Agreement Provider remains in effect and the Commitments have been terminated.

9.8

Limitation on Enforcement .

The Lenders and the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or any such Hedging Agreement Provider (only with respect to obligations under the applicable Hedging Agreement entered into with such Hedging Agreement Provider) and that no Lender or Hedging Agreement Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Hedging Agreement provided by such Hedging Agreement Provider. The Lenders and the Hedging Agreement Providers further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors or any Pritzker Affiliate other than the Guarantors.

9.9

Confirmation of Payment .

The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations under the Credit Documents which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that the Credit Party Obligations under the Credit Documents have been paid in full and the Commitments relating thereto terminated, subject to the provisions of Section 9.2.

9.10

Guaranty Matters .

The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

SECTION 10

MISCELLANEOUS

10.1

Amendments and Waivers .

Neither this Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided , however , that no such waiver and no such amendment, waiver, supplement, modification or release shall:

(i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; or

(ii) amend, modify or waive any provision of this Section 10.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or

(iii) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent; or

(iv) release all or substantially all of the Guarantors from their obligations under the Guaranty ( provided that (A) the release of less than substantially all of the Guarantors shall solely require the consent of the Required Lenders and (B) no consent of the Lenders shall be required for the release of any Guarantor that ceases to be a Subsidiary as a result of a transaction not prohibited hereunder provided no Event of Default shall exist or arise as a result of such release) without the written consent of all the Lenders; or

(v) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of the Required Lenders or of all Lenders as appropriate; or

(vi) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or

(vii) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby;

provided , further , that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action.

Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the other Credit Parties, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Section 8 (other than the provisions of Section 8.9 and any other provision the effect of which is adverse to the Credit Parties); provided , however , that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for and permitted hereunder; provided further , however , that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (B) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

The Borrower shall be permitted to replace with a replacement financial institution acceptable to the Administrative Agent, any Lender (other than Wachovia Bank, National Association) that fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in

accordance with the terms of this Section 10.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent; provided that (a) such replacement does not conflict with any Requirement of Law, (b) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Replaced Lender on or prior to the date of replacement, (c) the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (d) the Borrower shall be liable to such Replaced Lender under Section 2.17 if any LIBOR Rate Loan owing to such Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (e) the Replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (f) until such time as such replacement shall be consummated, the Borrower shall pay to the Replaced Lender all additional amounts (if any) required pursuant to Section 2.15, 2.16 or 2.18(a), as the case may be, (g) the Borrower provides at least three (3) Business Days’ prior notice to such Replaced Lender, and (h) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Replaced Lender. In the event any Replaced Lender fails to execute the agreements required under Section 10.6 in connection with an assignment pursuant to this Section 10.1 (after two (2) days notice has been given to such Replaced Lender), such failure will not impair the validity of the removal of such Replaced Lender and the mandatory assignment of such Replaced Lender’s Commitments and outstanding Loans shall nevertheless be effective without the execution by such Replaced Lender of the assignment documents required under Section 10.6 so long as (i) evidence of proof of receipt by such Replaced Lender of such assignment agreement is available and (ii) such Replaced Lender has been paid in full in cash on or prior to the effective date of such replacement.

10.2

Notices .

(a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or other electronic communications as provided below), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via telecopy (or other facsimile device) to the number set out herein, (c) the day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case addressed as follows in the case of the Borrower, the other Credit Parties and the Administrative Agent, and as set forth on Schedule 10.2 in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Loans and Notes:

if to the Borrower:

Global Hyatt Corporation

71 South Wacker Drive, 12 ^th Floor

Chicago, Illinois 60606

Attention: Kirk Rose,

Senior Vice President-Finance

Telephone: (312) 780-5472

Telecopy: (312) 780-5281

with a copy to:

Global Hyatt Corporation

71 South Wacker Drive, 12 ^th Floor

Chicago, Illinois 60606

Attention: General Counsel

Telecopier: (312) 780-5282

Telephone: (312) 780-5816

and to:

Latham & Watkins, LLP

233 S. Wacker Drive, Suite 5800

Chicago, Illinois 60606

Attention: Brad Kotler

Telecopier: (312) 993-9767

Telephone: (312) 876-7651

if to the Administrative Agent:

Wachovia Bank, National Association as Administration Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Telephone: 704-715-9318

Telecopy: 704-383-7989

with a copy to:

Wachovia Bank, National Association

One Wachovia Center

301 South College Street, NC0760

Charlotte, North Carolina 28288-0737

Attn: David M. Blackman

Telephone: 704-374-6272

Telecopy: 704-383-6205

With respect to Foreign Currency Loans:

Wachovia Bank, National Association

London Branch

3 Bishopsgates

London, England EC2 N3AB

Attn: Maureen Hart

Telephone: 011 44 207 956 4309

Telecopy: 011 44 207 929 4645

(b) Notices and other communications to the Lenders or the Administrative Agent hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

10.3

No Waiver; Cumulative Remedies .

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4

Survival of Representations and Warranties .

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all Credit Party Obligations have been paid in full (other than contingent indemnification obligations a claim for which has not yet been asserted).

10.5

Payment of Expenses and Taxes .

The Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of one outside counsel to the Administrative Agent and the Lead Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement and the other Credit Documents, including, without limitation, the reasonable fees and disbursements of outside counsel to the Administrative Agent and to each of the Lenders, provided that, absent dissension among the Lenders, or the Administrative Agent and the Lenders, the Borrower shall only be required to reimburse the Administrative Agent and each Lender, in the aggregate, for one outside law firm, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, (d) to pay or reimburse each Lender and the Administrative Agent for any reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (e) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (other than claims by taxing authorities) with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the “ Indemnified Liabilities ”); provided , however , that the Borrower shall not have any obligation hereunder to the Administrative Agent or any Lender with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 10.5 shall survive repayment of the Loans, Notes and all other Credit Party Obligations.

10.6

Successors and Assigns; Participations; Purchasing Lenders .

(a) This Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities (other than any competitor of the Borrower in the hospitality industry) (“ Participants ”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Credit Agreement, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any Participant if the Participant’s participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty (except as otherwise permitted herein) or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided further , that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

(c) Any Lender may, in the ordinary course of its lending business and in accordance with applicable law, at any time, sell or assign to any Lender or any Affiliate or Related Fund thereof (in each case, so long as such Affiliate or Related Fund is not a competitor of the Borrower in the hospitality industry) and, with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (in each case, which consent shall not be unreasonably withheld or delayed), to one or more additional banks or financial institutions or entities (in each case, so long as such assignee is not a competitor of the Borrower in the hospitality industry) (“ Purchasing Lenders ”), all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of $5,000,000 with respect to its Commitment and Loans (or, if less, the entire amount of such Lender’s obligations), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender and such transferor Lender (and, to the extent required above, the Administrative Agent and the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that, except in the case of an assignment of the entire remaining amount of the transferor Lender’s Commitment and the Loans at the time owing to it, the principal outstanding balance of the Loans of the transferor Lender subsequent to the effectiveness of the Commitment Transfer Supplement shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed). Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Credit Agreement (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto; provided , however , that such Lender shall still be entitled to any indemnification rights hereunder resulting from claims arising prior to such assignment). Such Commitment Transfer Supplement shall be deemed to amend this Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Credit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender, to the extent requested by such Purchasing Lender, in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes (to the extent requested by the transferor Lender) to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked “canceled”.

(d) The Administrative Agent shall maintain at its address referred to in Section 10.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the “ Register ”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be

conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Notes subject to such Commitment Transfer Supplement, the Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Borrower.

(f) The Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “ Transferee ”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Subsidiaries prior to becoming a party to this Credit Agreement, in each case subject to Section 10.15 and provided that such Transferee or Proposed Transferee is subject to Section 10.15.

(g) At the time of each assignment pursuant to this Section 10.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18.

(h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (including, without limitation, any right to payment of principal and interest under any Note) to any Federal Reserve Bank in accordance with applicable laws.

10.7

Adjustments; Set-off .

(a) Each Lender agrees that if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided ,

however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

(b) In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to any Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding set-off of trust and payroll accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of the Borrower and the other Credit Parties to such Lender hereunder and claims of every nature and description of such Lender against the Borrower, in any currency, whether arising hereunder, under any other Credit Document or any Hedging Agreement with a Hedging Agreement Provider provided by such Lender pursuant to the terms of this Credit Agreement, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured; provided , however , that neither the Administrative Agent nor any Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The aforesaid right of set-off may be exercised by such Lender against the Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any such Credit Party, or against anyone else claiming through or against any such Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the applicable Credit Party and the Administrative Agent after any such set-off and application made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application.

10.8

Table of Contents and Section Headings .

The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.

10.9

Counterparts .

This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same agreement.

10.10

Effectiveness .

This Credit Agreement shall become effective on the date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent (or counsel to the Administrative Agent) or, in the case of the Lenders, shall have given to the Administrative Agent written, telecopied or telex signature pages and notice (actually received) at such office that the same has been signed and mailed to it.

10.11

Severability .

Any provision of this Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.12

Integration .

This Credit Agreement and the other Credit Documents represent the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Borrower or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

10.13

GOVERNING LAW .

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS (WITHOUT TAKING INTO ACCOUNT CONFLICT OF LAW PRINCIPLES).

10.14

Consent to Jurisdiction and Service of Process .

All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in the courts of the State of Illinois in Cook County or in any federal court located in the State of Illinois, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement,

any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

10.15

Confidentiality .

The Administrative Agent and each of the Lenders agrees that it will not disclose without the prior consent of the Borrower (other than to its employees, affiliates, auditors or counsel or to another Lender who shall agree to keep such information confidential) any information with respect to the Borrower, its Subsidiaries, any Prtizker Affiliate and any of their Affiliates which is furnished pursuant to or in connection with this Agreement, any other Credit Document or any documents contemplated by or referred to herein or therein, except that any Lender may disclose any such information (a) as has become generally available to the public other than by a breach of this Section 10.15, (b) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the OCC or the NAIC or similar organizations (whether in the United States or elsewhere) or their successors; provided , that prior to such disclosure such Lender shall give prior notice to the Borrower, (c) as is required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling of a Governmental Authority applicable to such Lender; provided , that prior to such disclosure such lender shall give prior notice to the Borrower, (d) to any prospective Participant or assignee in connection with any contemplated transfer pursuant to Section 10.6, provided that such prospective transferee shall have been made aware of this Section 10.15 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, (e) with the Borrower’s consent (such consent not to be unreasonably withheld) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications, (f) to any actual or prospective counterparty (or its advisors) to any Hedging Agreement relating to a Credit Party and its obligations hereunder or under any Hedging Agreement); provided that such prospective transferee shall have agreed to be bound by the confidentiality provisions set forth in this Section, or (g) in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with the Credit Documents or any Hedging Agreement entered into with a Hedging Agreement Provider; provided further that, in any case, notice of any disclosure as set forth in clauses (a) through (g) above shall only be provided to the Borrower to the extent permitted by applicable law, regulation or legal process and in no event shall such notice be provided or required in connection with a regular examination of a Lender by its regulators.

10.16

Acknowledgments .

(a) The Borrower and the other Credit Parties each hereby acknowledges that:

(i) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

(ii) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Credit Agreement and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor; and

(iii) no joint venture exists among the Lenders or among the Borrower and the Lenders.

(b) The Administrative Agent and each of the Lenders agree that:

(i) the Credit Party Obligations may not be enforced against any director, officer, employee or stockholder of the Borrower or the other Credit Parties; and

(ii) it is not necessary for the Borrower or the other Credit Parties to inquire into the capacity or power of the Administrative Agent or any of the Lenders or the officers, directors, partners or agents acting or purporting to act on their behalf.

10.17

Waivers of Jury Trial .

THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.18

Judgment Currency .

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “ Judgment

Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Judgment Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in the Judgment Currency, the Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.


BORROWER:	GLOBAL HYATT CORPORATION, a Delaware corporation

	By:	/s/ Kirk Rose
	Name:	Kirk Rose
	Title:	Senior Vice President – Finance

GUARANTORS:	BAY II INVESTOR, INC., a Nevada corporation
	FAN PIER LAND COMPANY, a Delaware corporation
	HT-CHESAPEAKE COMMUNITIES, INC., a Delaware corporation
	HT-HOMESTEAD, INC., a Delaware corporation
	HT-LONG BEACH, Inc., a Delaware corporation
	HYATT HOTELS CORPORATION OF MARYLAND, a Maryland corporation
	HYATT VACATION OWNERSHIP, INC., a Delaware corporation
	SDI, INC., a Nevada corporation

	By:	/s/ Kirk Rose
	Name:	Kirk Rose
	Title:	Vice President
		each of the foregoing guarantors

	ATRIUM HOTEL, L.L.C., a Delaware limited liability company

	By:	HYATT EQUITIES, L.L.C, as sole member

	By:	/s/ Kirk Rose
	Name:	Kirk Rose
	Title:	Vice President
	each of the foregoing guarantors

	BRE/AMERISUITES PROPERTIES, L.L.C., a Delaware limited liability company

	By:	SELECT HOTELS GROUP, L.L.C., as sole member

	By:	HYATT CORPORATION, as sole member

	By:	/s/ Kirk Rose
	Name:	Kirk Rose
	Title:	Senior Vice President – Finance


BRE/AMERISUITES TXNC PROPERTIES, L.P., a Delaware limited partnership

By:		BRE/AMERISUITES TXNC GP, L.L.C., as general partner

By:		SELECT HOTELS GROUP, L.L.C., as sole member

By:		HYATT CORPORATION, as sole member

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Senior Vice President – Finance

GAINEY DRIVE ASSOCIATES, an Arizona general partnership

By:		HYATT EQUITIES, L.L.C., as a partner HYATT PARTNERSHIP INTERESTS, L.L.C., as a partner

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President
		of each of the partners listed above

GREENWICH HOTEL LIMITED PARTNERSHIP, a Connecticut limited partnership

By:		HYATT EQUITIES, L.L.C., as a general partner HYATT PARTNERSHIP INTERESTS, L.L.C., as a general partner

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President
		of each of the partners listed above


GRAND HYATT SF GENERAL PARTNERSHIP, a Delaware general partnership

By:		HTSFGP, INC., as a partner SFGPHT, INC., as a partner

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President of each of the partners listed above

HT-AVENDRA, L.L.C., a Delaware limited liability company

By:		HT-AVENDRA, INC., as sole member

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President

HYATT CORPORATION, a Delaware corporation

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Senior Vice President – Finance

HYATT EQUITIES, L.L.C., a Delaware limited liability company

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President

SDI SECURITIES 11, LLC, a Nevada limited liability company

By:		SDI EQUITIES INVESTOR, LP, as sole member

By:		SDI EQUITIES INVESTOR, INC., as sole general partner

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President


SELECT HOTELS GROUP, L.L.C., a Delaware limited liability company

By:		HYATT CORPORATION, as sole member

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Senior Vice President – Finance

STANHOPE, L.L.C., a Delaware limited liability company

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Vice President

U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation

By:		/s/ Kirk Rose
Name:		Kirk Rose
Title:		Treasurer

GRAND TORONTO VENTURE, L.P., a Delaware limited partnership

By:		GRAND TORONTO CORP., as general partner

By:		/s/ Mark S. Hoplamazian
Name:		Mark S. Hoplamazian
Title:		President


ADMINISTRATIVE AGENT AND LENDERS:	WACHOVIA BANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender

	By:	/s/ David Blackman
	Name:	David Blackman
	Title:	Managing Director


BANCA DI ROMA – CHICAGO BRANCH

By:		/s/ James Semonchik
Name:		James Semonchik
Title:		Vice President

By:		/s/ Enrico Verdoscia
Name:		Enrico Verdoscia
Title:		Sr. Vice President


BANK OF AMERICA, N.A.

By:		/s/ Steven P. Renwick
Name:		Steven P. Renwick
Title:		Senior Vice President


BANK OF CHINA, NEW YORK BRANCH

By:		/s/ William W. Smith
Name:		William W. Smith
Title:		Chief Lending Officer


BANK OF CHINA, LOS ANGELES BRANCH

By:		/s/ Jason Fu
Name:		Jason Fu
Title:		Vice President

By:		/s/ Xiao Wang
Name:		Xiao Wang
Title:		Vice President & Branch Manager


THE BANK OF NEW YORK

By:		/s/ Mark O’Connor
Name:		Mark O’Connor
Title:		Vice President


BNP PARIBAS

By:		/s/ Nuala Marley
Name:		Nuala Marley
Title:		Managing Director

By:		/s/ Jerome d’Humieres
Name:		Jerome d’Humieres
Title:		Director


CALYON NEW YORK BRANCH

By:		/s/ Jan Hazelton
Name:		Jan Hazelton
Title:		Director

By:		/s/ Joseph A. Asciolla
Name:		Joseph A. Asciolla
Title:		Managing Director


COMERICA BANK

By:		/s/ Felicia M. Maxwell
Name:		Felicia M. Maxwell
Title:		Vice President


DEUTSCHE BANK AG NEW YORK BRANCH

By:		/s/ George R. Reynolds
Name:		George R. Reynolds
Title:		Vice President

By:		/s/ Steven P. Lapham
Name:		Steven P. Lapham
Title:		Managing Director


FIFTH THIRD BANK (CHICAGO)

By:		/s/ Joseph A. Wemhoff
Name:		Joseph A. Wemhoff
Title:		Vice President


HSBC BANK USA, NATIONAL ASSOCIATION

By:		/s/ Alan F. Vitulich
Name:		Alan F. Vitulich
Title:		Vice President


JPMORGAN CHASE BANK, N.A.

By:		/s/ Donald S. Shokrian
Name:		Donald S. Shokrian
Title:		Managing Director


LASALLE BANK N.A.

By:		/s/ Anne Sudlow
Name:		Anne Sudlow
Title:		AVP


MIZUHO CORPORATE BANK, LTD.

By:		/s/ Mark Gronich
Name:		Mark Gronich
Title:		Senior Vice President


THE NORINCHUKIN BANK, NEW YORK BRANCH

By:		/s/ Masanori Shoji
Name:		Masanori Shoji
Title:		Joint General Manager


THE NORTHERN TRUST COMPANY

By:		/s/ Anne M. Hafer
Name:		Anne M. Hafer
Title:		SVP


PNC BANK, NATIONAL ASSOCIAITON

By:		/s/ Dennis Owen Gallagher
Name:		Dennis Owen Gallagher
Title:		SVP


THE ROYAL BANK OF SCOTLAND PLC

By:		/s/ Timothy J. McNaught
Name:		Timothy J. McNaught
Title:		Senior Vice President


THE BANK OF NOVA SCOTIA

By:		/s/ R.H. Boese
Name:		R.H. Boese
Title:		Managing Director


SUMITOMO MITSUI BANKING CORPORATION

By:		/s/ David A. Buck
Name:		David A. Buck
Title:		Senior Vice President


SUNTRUST BANK

By:		/s/ Brian M. Davis
Name:		Brian M. Davis
Title:		Director


U.S. BANK NATIONAL ASSOCIATION

By:		/s/ David Hirsch
Name:		David Hirsch
Title:		Vice President


WELLS FARGO BANK, N.A.

By:		/s/ Mark Neibch
Name:		Mark Neibch
Title:		Vice President

Schedule 1.1

[FORM OF

NOTICE OF ACCOUNT DESIGNATION LETTER ]

[Date]

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Ladies and Gentlemen:

This Notice of Account Designation Letter is delivered to you by GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), under the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”), and Wachovia Bank, National Association, as administrative agent for the Lenders (the “ Administrative Agent ”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts:

[ ]

ABA Routing Number [ ]

Account #[ ]

Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on the payment instructions to be delivered separately.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation Letter as of the date first written above.


GLOBAL HYATT CORPORATION,
a Delaware corporation

By:
Name:
Title:

Schedule 2.1(a)

SCHEDULE OF LENDERS AND

COMMITMENTS


	Revolving Commitment Amount		Revolving Commitment Percentage		LOC Committed Amount		LOC Commitment Percentage
Wachovia Bank, National Association	$	100,000,000.00	10.000000000	%	$	30,000,000.00	10.000000000	%
The Royal Bank of Scotland plc	$	100,000,000.00	10.000000000	%	$	30,000,000.00	10.000000000	%
Deutsche Bank AG New York Branch	$	75,000,000.00	7.500000000	%	$	22,500,000.00	7.500000000	%
JPMorgan Chase Bank, N.A.	$	75,000,000.00	7.500000000	%	$	22,500,000.00	7.500000000	%
Bank of America, N.A.	$	75,000,000.00	7.500000000	%	$	22,500,000.00	7.500000000	%
BNP Paribas	$	75,000,000.00	7.500000000	%	$	22,500,000.00	7.500000000	%
SunTrust Bank	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
HSBC Bank USA, National Association	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
Calyon New York Branch	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
U.S. Bank, National Association	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
LaSalle Bank N.A.	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
Comerica Bank	$	40,000,000.00	4.000000000	%	$	12,000,000.00	4.000000000	%
The Bank of Nova Scotia	$	30,000,000.00	3.000000000	%	$	9,000,000.00	3.000000000	%
Mizuho Corporate Bank, Ltd.	$	30,000,000.00	3.000000000	%	$	9,000,000.00	3.000000000	%
Bank of China, Los Angeles Branch	$	18,750,000.00	1.875000000	%	$	5,625,000.00	1.875000000	%
Bank of China, New York Branch	$	11,250,000.00	1.125000000	%	$	3,375,000.00	1.125000000	%
Sumitomo Mitsui Banking Corporation	$	30,000,000.00	3.000000000	%	$	9,000,000.00	3.000000000	%
Fifth Third Bank (Chicago)	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
The Bank of New York	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
The Northern Trust Company	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
PNC Bank, National Association	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
Wells Fargo Bank, NA	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
The Norinchunkin Bank, New York Branch	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
Banca di Roma - Chicago Branch	$	20,000,000.00	2.000000000	%	$	6,000,000.00	2.000000000	%
Total	$	1,000,000,000.00	100.000000000	%	$	300,000,000.00	100.000000000	%

Schedule 2.1(b)(i)

[FORM OF]

NOTICE OF BORROWING

[Date]

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Ladies and Gentlemen:

Pursuant to Section 2.1(b)(i) of the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantor ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”), the Borrower hereby requests that the following:

I.	Revolving Loans be made on [date] as follows (the “ Proposed Borrowing ”):


(1)	Total Amount of Revolving Loans	$

(2)	Currency requested	_______

(3)	Amount of (1) to be allocated to LIBOR Rate Loans	$

(4)	Amount of (1) to be allocated to Alternate Base Rate Loans	$

(5)	Interest Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans (amounts must total (3)):

	(i) one month	$

	(ii) two months	$

	(iii) three months	$

	(iv) six months	$

	Total LIBOR Rate Loans	$


NOTE:		BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE LOANS $5,000,000 AND $1,000,000 INCREMENTS IN EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE BASE RATE LOANS, $1,000,000 AND $250,000 INCREMENTS IN EXCESS THEREOF.

II.	Swingline Loans be made on (date] as follows (the “ Proposed Borrowing ”):

Swingline Loans requested:

(1)

Total Amount of Swingline Loans $_________


NOTE:		SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $100,000 AND IN INTEGRAL AMOUNTS OF $100,000 IN EXCESS THEREOF.

Terms defined in the Credit Agreement shall have the same meanings when used herein.

The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are and will be true and correct in all material respects, both before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, with the same effect as though such representations and warranties had been made on and as of the date of such Proposed Borrowing (it being understood that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only on and as of such specified date);

(B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof; and

(C) immediately after giving effect to the making of the Proposed Borrowing (and the application of the proceeds thereof), (i) the sum of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing as of the date first written above.


Very truly yours,

GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

Schedule 2.1(e)

[FORM OF]

REVOLVING NOTE

June 29, 2005

FOR VALUE RECEIVED, the undersigned, GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of _______________________ (the “ Lender ”) at the office of Wachovia Bank, National Association located at Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of the United States of America and in immediately available funds,

(i) in the case of Revolving Loans, on or before the Maturity Date, the Lender’s Revolving Committed Amount or, if less, the aggregate unpaid principal Dollar Amount of all Revolving Loans made by the Lender to the Borrower; and

(ii) in the case of Competitive Loans, on or before the date specified in the Competitive Bid, the aggregate unpaid principal Dollar Amount of all Competitive Loans made by the Lender to the Borrower.

The undersigned further agrees to pay interest in like money at such office on the unpaid principal Dollar Amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal Dollar Amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

The holder of this Note is authorized to endorse the date and amount of each Loan and each payment of principal and interest with respect thereto and its character as a Revolving Loan or a Competitive Loan and as a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule 1 annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed subject to manifest error; provided , however , that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

This Note is one of the Notes referred to in the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”), and is entitled to the benefits thereof. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, to the extent and as provided in the Credit Agreement. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

[Signature on Following Page]

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.


GLOBAL HYATT CORPORATION, a Delaware corporation

By.
Name:
Title:

SCHEDULE 1

Revolving Note

LOANS AND PAYMENTS OF PRINCIPAL

Date

Amount
of Loan

Type of
Loan ¹

Interest
Rate

Interest
Period

Maturity
Date

Principal
Paid or
Converted

Principal
Balance

Notation
Made By

_______

¹	The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans

Schedule 2.2(b)-1

FORM OF COMPETITIVE BID REQUEST

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Re:

Credit Agreement dated as of June 29, 2005 (as amended, restated or otherwise modified from time to time, the “ Credit Agreement ”) among GLOBAL HYATT CORPORATION, a Delaware corporation, (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the Lenders identified therein and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby gives you notice pursuant to Section 2.2(b)-1 of the Credit Agreement that it requests solicitation of Competitive Bids under the Credit Agreement, and in connection therewith sets forth below the terms on which the related Competitive Loan borrowing is requested to be made:

In accordance with the requirements of Section 4.2, the Borrower hereby certifies:

(A) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only on and as of such specified date);

(B) no Default or Event of Default has occurred and is continuing; and

(C) (i) the sum of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount.


GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

Schedule 2.2(b)-2

FORM OF NOTICE OF RECEIPT OF COMPETITIVE BID REQUEST

[Name of Lender]

[Address]

Attention:

Re:

Ladies and Gentlemen:

GLOBAL HYATT CORPORATION, a Delaware corporation, being the Borrower under the above-referenced Credit Agreement, made a Competitive Bid Request on ______________, 20__, pursuant to Section 2.2(b) of the Credit Agreement, and in connection therewith you are invited to submit a Competitive Bid by 10:00 A.M. (Charlotte, North Carolina time) ________________, 20__ [Date of Proposed Competitive Loan Borrowing]. Your Competitive Bid must comply with Section 2.2(c) of the Credit Agreement and the terms set forth below on which the Competitive Bid Request was made:


WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

Schedule 2.2(c)

FORM OF COMPETITIVE BID

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Re:

Ladies and Gentlemen:

The undersigned [Name of Lender] , hereby makes a Competitive Bid pursuant to Section 2.2(c) of the Credit Agreement, in response to the Competitive Bid Request made by the Borrower on ____________, 20__, and in that connection sets forth below the terms on which such Competitive Bid is made:


(A)	Principal Amount		minimum: ________
			maximum: ________

	NOTE:	THE PRINCIPAL AMOUNT SHALL NOT BE LESS THAN $3,000,000 AND INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS THEREOF.

(B)	Competitive Bid Rate		_______________

(C)	Interest Period		___________ days

The undersigned hereby confirms that it is prepared, subject to the conditions set forth in the Credit Agreement, to extend credit to the Borrower upon acceptance by the Borrower of this bid in accordance with Section 2.2(e) of the Credit Agreement.


[NAME OF LENDER]

By:
Name:
Title:

Schedule 2.2(e)

FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Re:

Ladies and Gentlemen:

In connection with our Competitive Bid Request dated ____________, 20__ and in accordance with Section 2.2(e) of the Credit Agreement, we hereby accept the following bids for maturity on [date]:


Principal Amount	Competitive Bid Rate		Interest Period	Lender
$	[	%]
$	[	%]

We hereby reject the following bids:


Principal Amount	Competitive Bid Rate		Interest Period	Lender
$	[	%]
$	[	%]


GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

Schedule 2.3(d)

[FORM OF]

SWINGLINE NOTE

June 29, 2005

FOR VALUE RECEIVED, the undersigned, GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay on the Maturity Date (as defined in the Credit Agreement referred to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “ Swingline Lender ”) at the office of Wachovia Bank, National Association at Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0684, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the undersigned pursuant to Section 2.3 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

The holder of this Note is authorized to endorse the date and amount of each Swingline Loan pursuant to Section 2.3 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as an Alternate Base Rate Loan or otherwise on Schedule 1 annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed subject to manifest error; provided , however , that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

This Note is the Swingline Note referred to in the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”), and is entitled to the benefits thereof. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

[Signature on Following Page]

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.


GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

SCHEDULE 1

Swingline Note

LOANS AND PAYMENTS OF PRINCIPAL

Date

Amount
of Loan

Type of
Loan

Interest
Rate

Principal
Paid

Principal
Balance

Notation
Made By

_______

Schedule 2.7

[FORM OF]

NOTICE OF CONVERSION/EXTENSION

[Date]

Wachovia Dank, National Association,

as Administrative Agent

Charlotte Plaza

201 South College Street, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Ladies and Gentlemen:

Pursuant to Section 2.7 of the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”), the Borrower hereby requests conversion or extension of the following Loans be made on [date] as follows (the “ Proposed Conversion/Extension ”):


(1)	Total Amount of Revolving Loans to be converted/extended	$______

(2)	Currency requested	______

(3)	Amount of (1) to be allocated to LIBOR Rate Loans	$______

(4)	Amount of (1) to be allocated to Alternate Base Rate Loans	$______

(5)	Interest Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans (amounts must total (3)):

	(i) one month	$______

	(ii) two months	$______

	(iii) three months	$______

	(iv) six months	$______

	Total LIBOR Rate Loans	$______


NOTE:		PARTIAL CONVERSIONS MUST BE IN MINIMUM AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE LOANS, $5,000,000 AND $1,000,000 INCREMENTS IN EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE BASE RATE LOANS, $1,000,000 AND $250,000 INCREMENTS IN EXCESS THEREOF.

Terms defined in the Credit Agreement shall have the same meanings when used herein.

The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing, or would result from such Proposed Conversion/Extension or from the application of the proceeds thereof.


Very truly yours,

GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

Schedule 2.18

[FORM OF]

SECTION 2.18 CERTIFICATE

Reference is hereby made to the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.


[NAME OF LENDER]

By:
Name:
Title:

SCHEDULE 3.1: Indebtedness

Material Changes to consolidated Indebtedness since December 31, 2004

(amounts in thousands – USD)

1.	LONG-TERM DEBT –


Description	Borrower	Lender	Classification	Maturity	Dec. 31, 2004 Total
Additional debt
None
Debt repaid/retired
Promissory notes at Fed S-T rate	Global Hyatt, Inc.	2 Pritzker tusts	Current	Jan-05	5,000
Fixed rate unsecured promissory note at 8% (related to Greenville hotel and office building)	HT-Greenville, Inc.	Greenville Community Corp.	Long-Term	12/31/2010	4,244
Fixed rate mortgage at 8% (related to Greenville hotel and office building)	HT-Greenville, Inc.	Regency Savings Bank	Current	1/1/2005	17,255
	HT-DC Office, Inc.	Wachovia	Current	11/30/2005	6,576
Five-year notes payable at 9.25%	Hyatt Equities, LLC	3 ^rd party bondholders	Current	5/15/2005	199,980
Mortgage payable with interest at 10% (related to HR Louisville)	LHR Partners, Ltd.	Bank One, N.A.	Current	12/31/2005	255

TOTAL					233,310

2.	GUARANTEES

No material changes

3.	LETTERS OF CREDIT

No material changes

Schedule 3.12

SUBSIDIARIES OF GLOBAL HYATT CORPORATION


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
319168 ONTARIO LIMITED	Ontario	Hyatt Corporation (100%)

60L STREET INVESTING COMPANY, LLC	Delaware	NCHA Investors (65%)

AH, INC.	Cayman Islands	Seoul Hotel Development I L.P. (100%)

AIC HOLDING CO.	Delaware	Global Hyatt Corporation (100%)	X

AIC-MEYER, L.L.C.	Delaware	AIC Holding Co. (98.75%) Meyer Material Acquisition Corporation (1.25%)

AIRPORT HOTEL BEVERAGE, LLC	Texas	Hyatt Corporation (100%)

AIRPORT MARINA HOTEL, LLC	Texas	Hyatt Corporation (100%)

AIRPORT PLAZA ASSOCIATES, LP	Virginia	Hyatt Crystal City, L.L.C. (50% GP)

AMERISUITES FRANCHISING, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)

AMERISUITES VACATION CLUB, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)

ARANCIA LIMITED	Hong Kong	Hyatt International Asia-Pacific, Limited (92.9%) Hyatt Asia Pacific Holdings Limited, as nominee for Hyatt International Asia-Pacific Limited (.1%) Condor Investment Corporation (7%)

ARCADE, L.L.C.	Delaware	Hyatt Arcade, L.L.C. (99.01%)

ARUBA BEACHFRONT RESORTS, LIMITED PARTNERSHIP	Illinois	Hyatt Aruba N.V. (42.795% LP) Hyatt Beach Front N.V. (17.79% LP, .04% GP)

ASIA HOSPITALITY INVESTORS B.V.	Netherlands	Asian Hotel N.V. (100%)

ASIA HOSPITALITY, INC.	Cayman Islands	Seoul Hotel Development I L.P. (100%)

ASIAN HOTEL N.V.	Netherlands Antilles	AH, Inc. (100%)

ASSESORES EN HOTELES S.A. DE C.V.	Mexico	Hyatt International Corporation (Mexico) (1%) Hyatt International-Latin America Ltd. (99%)

ATRIUM HOTEL, L.L.C.	Delaware	Hyatt Equities, L.L.C. (100%)	X

BAKU HOTEL COMPANY – CAYMAN	Cayman Islands	Settlement Investors, Inc. (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
BAKU HOTEL COMPANY –AZERI	Azerbaijan	Baku Hotel Company – Cayman (100%)

BAKU HOTEL DEVELOPMENT L.P.	Cayman Islands	Hotel Investors I, Inc. (5% GP) Global Hotel Equities I L.P. (95% LP)	X

BAY II INVESTOR, INC.	Nevada	Hyatt Corporation (100%)	X

BAYSHORE HIGHWAY, INC.	Delaware	Hyatt Corporation (100%)

BEACH HOUSE DEVELOPMENT PARTNERSHIP	Florida Joint Venture	HTS-Beach House, Inc. (50% GP)

BELVEN ASSOCIATES	Bahamian General Partnership	Hotel Investors I, Inc. (75% GP) Hotel Investors II, Inc. (25% GP)

BEOGRADSKO MESOVITO PREDUZECE A.D.	Serbia and Montenegro	North Haven Limited (51%)

BEST FRANCHISING, INC.	Georgia	U.S. Franchise Systems, Inc. (100%)

BEST WORLDWIDE, INC.	Georgia	Best Franchising, Inc. (100%)

BOTTLING COURT PARTNERS		HT-Hotel Equities, Inc. (50%)

BRE/AMERISUITES PROPERTIES, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)	X

BRE/AMERISUITES TXNC GP, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)

BRE/AMERISUITES TXNC PROPERTIES, L.P.	Delaware	BRE/AmeriSuites TXNC GP, L.L.C. (1% GP) Select Hotels Group, L.L.C. (99% LP)	X

BURVAN HOTEL ASSOCIATES	Ontario	HT-Vancouver, Inc. (75%) 319168 Ontario Limited (25%)

CALCON MANAGEMENT GP, INC.	Delaware	Hyatt Hotels of Canada, Inc. (100%)

CALCON MANAGEMENT, L.P.	Delaware	Hyatt Hotels of Canada (LP Interest — 98/100 Profit Ratio; 99/100 Contribution Ratio) Calcon Management GP, Inc. (GP Interest — 2/100 Profit Ratio; 1/100 Contribution and Loss Ratio)

CALDWELL HOLDING, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)

CAL-HARBOR SO. PIER URBAN RENEWAL ASSOCIATES L.P.	New Jersey	HT-Jersey Pier, L.P. (50% GP)

CASINO SERVICES LIMITED	Hong Kong	Hyatt International-Asia Pacific, Limited (100%)

CDP GP, INC.	Delaware	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
CDP INVESTORS, L.P.	Delaware	CDP GP, Inc. (1% GP) HTS-BC, Inc. (99% LP)

CERROMAR DEVELOPMENT PARTNERS GP, INC.	Delaware	Hyatt Corporation (100%)

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	Delaware (with election to be treated as special partnership in Puerto Rico)	Cerromar Development Partners GP, Inc. (1% GP) CDP Investors, L.P. (99% LP)

CHESAPEAKE COMMUNITIES, LLC	Maryland	HT-Chesapeake Communities, Inc. (62.010%)

CLEVELAND ARCADE, LLC	Delaware	Hyatt Arcade, L.L.C. (50%)

COAST BEACH, L.L.C.	Delaware	HT-Huntington Beach, Inc. (100%)

COMPAGNIE HOTELIERE DU LAGON BLEU S.A.	Papeete French Polynesia	Arancia Limited (80%)

CTR INTEREST HOLDCO, INC.	Delaware	Hyatt Corporation (100%)

DALLAS REGENCY, LLC	Texas	Hyatt Corporation (100%)

FAN PIER LAND COMPANY	Delaware	Hyatt Corporation (100%)	X

FAR EAST HOTELS, INC.	Bahamas	Seoul Hotel Development II L.P. (100%)

FEH, INC.	Bahamas	Seoul Hotel Development II L.P. (100%)

GAINEY DRIVE ASSOCIATES	Arizona	Hyatt Equities, L.L.C. (57%) Hyatt Partnership Interests, L.L.C. (43%)	X

GALAXY AEROSPACE COMPANY, LLC	Delaware	Hyatt Corporation (100%)

GHE HOLDINGS LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

GLEN ROCK LIQUOR LICENSE, INC.	Delaware	Select Hotels Group, L.L.C. (100%)

GLOBAL HOTEL EQUITIES I L.P.	Cayman Islands	GHE Holdings Limited (5% GP) Hotel Investors I, Inc. (95% LP)

GLOBAL HOTEL EQUITIES II L.P.	Cayman Islands	GHE Holdings Limited (5% GP) Hotel Investors II, Inc. (95% LP)

GRAND HYATT BERLIN GMBH	Germany	Hyatt International Corporation (82%)

GRAND HYATT DFW BEVERAGE, L.L.C.	Texas	Hyatt Corporation (100%)

GRAND HYATT HOTEL (THAILAND) LTD.	Thailand	Hyatt International Holdings Co. (99.4%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
GRAND HYATT SF GENERAL PARTNERSHIP	Delaware	HTSFGP, Inc. (50%) SFGPHT, Inc. (50%)	X

GRAND TORONTO CORPORATION	Delaware	Global Hyatt Corporation (100%)

GRAND TORONTO VENTURE, L.P.	Delaware	Grand Toronto Corporation (10% GP) Global Hyatt Corporation (90% LP)	X

GREENWICH HOTEL LIMITED PARTNERSHIP	Connecticut	Hyatt Equities, L.L.C. (49.984996% GP & LP) Hyatt Partnership Interests, Inc. (49.994998%)	X

H SUB 45, INC.	Delaware	AIC Holdings Co. (100%)

H SUITES MANAGEMENT CORPORATION	Delaware	Hyatt Corporation (100%)

H.E. DFW, L.P.	Delaware	H.E. Properties, Inc. (1% GP) Hyatt Equities, L.L.C. (99% LP)

H.E. NEWPORT, L.L.C.	Delaware	Hyatt Equities, L.L.C. (100%)

H.E. ORLANDO, L.L.C.	Delaware	Hyatt Equities, L.L.C. (100%)

H.E. PROPERTIES, INC.	Delaware	Hyatt Equities, L.L.C. (100%)

H.E. PROPERTIES, L.P.	Delaware	H.E. Properties, Inc. (1% GP) Hyatt Equities, L.L.C. (99% LP)

H.E. SARP, L.P.	Delaware	H.E. Properties, Inc. (1% GP) Hyatt Equities, L.L.C. (99% LP)

HARBORSIDE HOTEL, LLC	Delaware	HT-Jersey Pier, L.P. (managing member 40%) Hyatt Corporation (managing member 10%)

HARBORSIDE LAND, LLC	Delaware	HT-Jersey Pier L.P. (managing member 50%)

HAWTHORN INTERNATIONAL, INC.	Georgia	Hawthorn Suites Franchising, Inc. (100%)

HAWTHORN SUITES DURHAM, L.L.C.	Delaware	HSRE, Inc. (100%)

HAWTHORN SUITES FRANCHISING, INC.	Georgia	U.S. Franchise Systems, Inc. (100%)

HAWTHORN SUITES ORLANDO, L.L.C.	Delaware	HSRE, Inc. (100%)

HAWTHORN SUITES TULSA, L.L.C.	Delaware	HSRE, Inc. (100%)

HCG CORPORATION	Delaware	Hyatt Corporation (100%)

HC-PRINCETON ASSOCIATES	New Jersey	HT-HCG Partners (87.5% GP)

HCV CINCINNATI HOTEL, INC.	Delaware	Hyatt Corporation (100%)

HDG ASSOCIATES	Illinois	HT-Santa Barbara Motel, Inc. (91%) HT-Santa Barbara Motel Partnership (0.67%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HE-SEATTLE, L.L.C.	Delaware	Hyatt Equities, L.L.C. (100%)

HGP (TRAVEL) LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

HI HOLDINGS CYPRUS LIMITED	Cyprus	HI Holdings Luxembourg S.à r.l. (100%)

HI HOLDINGS LUXEMBOURG S.A R.L.	Luxembourg	Hyatt International Holdings Co. (100%)

HIGHLANDS INN INVESTORS II, L.P.	Delaware	HT-Highlands, Inc. (90% GP)

HIGHLANDS INN WASTEWATER TREATMENT PLANT ASSOCIATION, INC.	California	Highlands Inn Investors II, L.P. (1/3 vote) HVC Highlands, L.L.C. (1/3 vote)

HITCO, INC.	Delaware	Hyatt International Corporation (100%)

HOTEL EQUITIES LUXEMBOURG S.A R.L.	Luxembourg	Global Hyatt Corporation (100%)

HOTEL INVESTORS I, INC.	Cayman Islands	HI Holdings Cyprus Limited (100%)

HOTEL INVESTORS II, INC.	Cayman Islands	HI Holdings Cyprus Limited (100%)

HOTEL PROJECT SYSTEMS PTE LTD	Singapore	HI Holdings Cyprus Limited (100%)

HQ CHESAPEAKE, LLC	Maryland	HT-Chesapeake Communities, Inc. (70%)

HRHC, LLC	Texas	Hyatt Corporation (100%)

HSA PROPERTIES, INC.	Delaware	Hyatt Corporation (100%)

HSRE, INC.	Delaware	Hyatt Corporation (100%)

HT-ARUBA, INC.	Delaware	Hyatt Corporation (100%)

HT-AUSTIN RESORT, L.L.C.	Delaware	Hyatt Corporation (100%)

HT-AVENDRA, INC.	Delaware	Hyatt Corporation (100%)

HT-AVENDRA, L.L.C.	Delaware	HT-Avendra, Inc. (100%)	X

HT-BUFFALO, INC.	Delaware	Hyatt Corporation (100%)

HT-C OIL & GAS, LLC	Nevada	SDI Equities Investor, L.P. (100%)

HT-CHESAPEAKE COMMUNITIES, INC.	Delaware	Hyatt Corporation (100%)	X

HT-CHESAPEAKE RESORT, INC.	Delaware	Hyatt Corporation (100%)

HT-DC OFFICE, INC.	Delaware	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HT-DFW PARTNERSHIP	Illinois	HTDF, L.L.C. (1% GP) Hyatt Executives Partnership - Amfac L.P. (99% GP)

HTDF, L.L.C.	Delaware	Hyatt Corporation (100%)

HT-FISHERMAN’S WHARF, INC.	Delaware	Hyatt Corporation (100%)

HT-FRANCHISE INVESTMENT GROUP, LLC	Delaware	USFS-Franchise Investor, Inc. (100%)

HT-GREENVILLE, INC.	Delaware	Hyatt Corporation (100%)

HT-HCG PARTNERS	Illinois	HT-New Princeton, Inc. (97.8% GP) HCG Corporation (2.2% GP)

HT-HDS, INC.	Delaware	Hyatt Corporation (100%)

HT-HIGHLANDS, INC.	Delaware	Hyatt Corporation (100%)

HT-HOMESTEAD, INC.	Delaware	Hyatt Corporation (100%)	X

HT-HOTEL EQUITIES, INC.	Delaware	Hyatt Corporation (100%)

HT-HUNTINGTON BEACH, INC.	Delaware	Hyatt Corporation (100%)

HT-JERSEY PIER, INC.	Delaware	Hyatt Corporation (100%)

HT-JERSEY PIER, L.P.	Delaware	HT-Jersey Pier, LLC (10% GP) HT-Jersey Pier, Inc. (90% LP)

HT-JERSEY PIER, LLC	Delaware	Hyatt Corporation (100%)

HT-LISLE, INC.	Delaware	Hyatt Corporation (100%)

HT-LONG BEACH, INC.	Delaware	Hyatt Corporation (100%)	X

HT-NEW PRINCETON, INC.	Delaware	Hyatt Corporation (100%)

HT-SANTA BARBARA MOTEL PARTNERSHIP	Illinois	HT-Santa Barbara Motel, Inc. (1% GP) Hyatt Executive Partnership - No. 1, L.P. (99% LP)

HT-SANTA BARBARA MOTEL, INC.	Delaware	Hyatt Corporation (100%)

HTS-ASPEN, L.L.C.	Delaware	Hyatt Corporation (100%)

HTS-BC, INC.	Delaware	Hyatt Corporation (100%)

HTS-BEACH HOUSE, INC.	Delaware	HTS-BC, Inc. (100%)

HTS-CHC (SEDONA), L.L.C.	Delaware	HTS-Sedona, Inc. (managing member 50%)

HTS-COCONUT POINT, INC.	Delaware	Hyatt Corporation (100%)

HTSFGP, INC.	Nevada	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HTS-GROUND LAKE TAHOE, INC.	Delaware	Hyatt Corporation (100%)

HTS-INVESTMENT, INC.	Delaware	Hyatt Corporation (100%)

HTS-KEY WEST, INC.	Delaware	HTS-BC, Inc. (100%)

HTS-KW, INC.	Delaware	Hyatt Corporation (100%)

HTS-LAKE TAHOE, INC.	Delaware	Hyatt Corporation (100%)

HTS-LOAN SERVICING, INC.	Delaware	Hyatt Vacation Ownership, Inc. (100%)

HTS-MAIN STREET STATION, INC.	Delaware	HTS-BC, Inc. (100%)

HTS-SAN ANTONIO, INC.	Delaware	Hyatt Corporation (100%)

HTS-SAN ANTONIO, L.L.C.	Delaware	Hyatt Corporation (100%)

HTS-SAN ANTONIO, L.P.	Delaware	HTS-San Antonio, Inc. (1% GP) HTS-San Antonio, L.L.C. (99% LP)

HTS-SEDONA, INC.	Delaware	Hyatt Corporation (100%)

HTS-WILD OAK RANCH BEVERAGE, LLC	Texas	HTS-San Antonio, L.P. (100%)

HTUP-LISLE HOTEL ASSOCIATES	Illinois	HT-Lisle, Inc. (former partner was HT-Lisle L.P.) (GP)

HT-VANCOUVER, INC.	Ontario, Canada	Hyatt Corporation (100%)

HVC-HIGHLANDS, L.L.C.	Delaware	Highlands Inn Investors II, L.P. (100%)

HYATT (BARBADOS) CORPORATION	Barbados	Hyatt Corporation (100%)

HYATT (JAPAN) CO., LTD.	Japan	Hyatt International Holdings Co. (100%)

HYATT ARCADE, L.L.C.	Delaware	Hyatt Corporation (100%)

HYATT ARUBA N.V.	Aruba	Hyatt Corporation (100%)

HYATT ASIA DEVELOPMENT LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

HYATT ASIA PACIFIC HOLDINGS LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

HYATT AUSTRALIA HOTEL MANAGEMENT PTY LIMITED	Australia	Hyatt International Corporation (100%)

HYATT BEACH FRONT N.V.	Aruba	Hyatt Equities, L.L.C. (100%)

HYATT BRITANNIA CORPORATION LTD.	Cayman	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HYATT CARIBBEAN MANAGEMENT COMPANY	Delaware	Hyatt Corporation (100%)

HYATT CC OFFICE CORP.	Delaware	Hyatt Corporation (100%)

HYATT CHAIN SERVICES GMBH	Germany	Hyatt Chain Services Limited (100%)

HYATT CHAIN SERVICES LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

HYATT CORPORATION	Delaware	Global Hyatt Corporation (100%)	X

HYATT CRYSTAL CITY, L.L.C.	Delaware	Hyatt Partnership Interests, L.L.C. (100%)

HYATT CURACAO, N.V.	Netherlands	Hyatt Corporation (100%)

HYATT DEVELOPMENT CORPORATION	Delaware	Hyatt Corporation (100%)

HYATT EQUITIES (DEN), LLC	Delaware	Hyatt Equities, L.L.C. (99%) H.E. Properties, Inc. (1%)

HYATT EQUITIES, L.L.C.	Delaware	Torvan Tenant, Inc. (3.5467%) HT-Hotel Equities, Inc. (68.8343%) CTR Interest Holdco, Inc. (1.1822%) HT-Aruba, Inc. (.7500%) Refco-Properties, Inc. (24.4785%) Refco-Louisville Corporation (.4569%) Refco Poydras Plaza Holding Co. (.4870%) Hyatt Partnership Interests, Inc. (.2644%)	X

HYATT EXECUTIVES PARTNERSHIP AMFAC, L.P.	Illinois	HTDF, L.L.C. (1% GP), (15.5% LP) Hyatt Development Corporation (5% LP)

HYATT EXECUTIVES PARTNERSHIP NO. 1, L.P.	Illinois	Hyatt Development Corporation (7% LP) HT-Santa Barbara Motel, Inc. (1% GP & 12% LP)

HYATT FRANCHISE CORPORATION	Delaware	Hyatt Corporation (100%)

HYATT FULFILLMENT OF MARYLAND, INC.	Maryland	Hyatt Corporation (100%)

HYATT HOC, INC.	Delaware	Hyatt Corporation (100%)

HYATT HOLDINGS (UK) LIMITED	United Kingdom	HI Holdings Cyprus Limited (100%)

HYATT HOTEL MANAGEMENT LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT HOTELS CORPORATION	Delaware	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HYATT HOTELS CORPORATION OF KANSAS	Kansas	Hyatt Corporation (100%)

HYATT HOTELS CORPORATION OF MARYLAND	Maryland	Hyatt Corporation (100%)	X

HYATT HOTELS OF CALGARY, INC.	Delaware	Hyatt Corporation (100%)

HYATT HOTELS OF CANADA, INC.	Delaware	Hyatt Corporation (100%)

HYATT HOTELS OF PUERTO RICO, INC.	Delaware	Hyatt Corporation (100%)

HYATT HOTELS OF TORONTO, INC.	Delaware	Hyatt Corporation (100%)

HYATT INTERNATIONAL (ASIA) LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT INTERNATIONAL (EUROPE AFRICA MIDDLE EAST) SARL	Switzerland	HI Holdings Luxembourg S.à r.l. (100%)	X

HYATT INTERNATIONAL (FUKUOKA) CORPORATION	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL (INDIA) CORPORATION	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL (MENDOZA) CORPORATION	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL (MILAN) CO.	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL (OSAKA) CORPORATION	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL (ZURICH) CO.	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL CORPORATION	Delaware	AIC Holding Co. (100%)	X

HYATT INTERNATIONAL CORPORATION (MEXICO)	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL HOLDINGS CO.	Delaware	Hyatt Management, Inc. (32.8%) Hyatt International Corporation (67.2%)

HYATT INTERNATIONAL TECHNICAL SERVICES, INC.	Delaware	Hyatt International Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HYATT INTERNATIONAL TRAVELODGE CO.	Delaware	Hyatt International Corporation (100%)

HYATT INTERNATIONAL-ASIA PACIFIC, LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT INTERNATIONAL-LATIN AMERICA LTD.	Cayman Islands	Hyatt International Corporation (100%)

HYATT INTERNATIONAL-SEA, (PTE.) LIMITED	Singapore	HI Holdings Cyprus Limited (100%)

HYATT INVESTMENTS LIMITED	United Kingdom	Hyatt International Corporation (100%)

HYATT KYOTO MANAGEMENT LIMITED	Hong Kong	Hyatt International-Asia Pacific, Limited (100%)

HYATT LOUISIANA, L.L.C.	Delaware	Hyatt HOC, Inc. (100%)

HYATT MAINZ GMBH	Germany	Hyatt International Corporation (100%)

HYATT MANAGEMENT, INC.	Delaware	Hyatt International Corporation (100%)

HYATT MINNEAPOLIS, LLC	Delaware	Hyatt Corporation (100%)

HYATT MINORITY INVESTMENTS, INC.	Delaware	Hyatt International Corporation (100%)

HYATT OF AUSTRALIA LIMITED	Hong Kong	Hyatt Australia Hotel Management Pty. Limited (100%)

HYATT OF CHINA LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT OF FRANCE S.A.R.L.	France	HI Holdings Luxembourg S.à r.l. (100%)

HYATT OF GUAM LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT OF MACAU LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT OF MEXICO, S.A. DE C.V.	Mexico	Hyatt International Corporation (Mexico) (49%) Hyatt International – Latin America, Ltd. (51%)

HYATT OF NEW ZEALAND LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT OF SINGAPORE (PTE.) LIMITED	Singapore	HI Holdings Cyprus Limited (100%)

HYATT ON WELLS CORPORATION	Wisconsin	Hyatt Corporation (100%)

HYATT PARTNERSHIP INTERESTS, INC.	Delaware	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
HYATT PARTNERSHIP INTERESTS, L.L.C.	Delaware	Hyatt Equities, L.L.C. (99%) Hyatt Partnership Interests, Inc. (1%)

HYATT REGENCY COLOGNE GMBH	Germany	Hyatt International Corporation (100%)

HYATT REGENCY CORPORATION PTY. LIMITED	Australia	Hyatt International Corporation (100%)

HYATT SALES, INC.	Delaware	Hyatt International Corporation (100%)

HYATT SERVICES AUSTRALIA PTY LIMITED	Australia	Hyatt Australia Hotel Management Pty Limited (100%)

HYATT SERVICES GMBH	Germany	HI Holdings Cyprus Limited (100%)

HYATT SERVICES INDIA PRIVATE LIMITED	India	Hyatt Minority Investments, Inc. (1%) Hyatt International Holdings Co. (99%)

HYATT TECHNICAL SERVICES COMPANY LIMITED	Hong Kong	HI Holdings Cyprus Limited (100%)

HYATT VACATION MANAGEMENT CORPORATION	Delaware	Hyatt Corporation (100%)

HYATT VACATION MARKETING CORPORATION	Florida	Hyatt Vacation Ownership, Inc. (100%)

HYATT VACATION OWNERSHIP, INC.	Delaware	HTS-BC, Inc. (100%)	X

HYATT VENTURES, INC.	Delaware	Hyatt Corporation (100%)

HYP CORPORATION	Delaware	Hyatt Corporation (100%)

INFORMATION SERVICES LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

INTERNATIONAL RESERVATIONS LIMITED	Hong Kong	Hyatt International – Asia Pacific, Limited (100%)

JOINT VENTURE ITALKYR CLOSED JOINT STOCK COMPANY	Kyrgyz Republic	Hyatt International Corporation (86.67%)

JUNIPER HOTELS PRIVATE LIMITED	India	Two Seas Holding Limited (50%)

KEY WESTER LIMITED	Florida	HTS-KW, Inc. (50% GP)

KSA MANAGEMENT, INC.	Kansas	Select Hotels Group, L.L.C. (100%)

LHR PARTNERS, LTD	Kentucky	Hyatt Partnership Interests, L.L.C. (46.304% GP) Hyatt Equities, L.L.C. (1.78987% LP)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
LONDON HOTEL MANAGEMENT LIMITED	UK	Hyatt Holdings (UK) Limited (100%)

LORING PARK ASSOCIATES, LIMITED PARTNERSHIP	Minnesota	Hyatt Minneapolis, LLC (70% GP & 25% LP)

MAHIMA HOLDINGS LIMITED	India	Juniper Hotels Private Limited (100%)

MAUI BOAT CO.	Delaware	Hyatt Corporation (100%)

MENDOZA INVESTMENT COMPANY LIMITED	Cayman Islands	Hyatt International Corporation (100%)

MEYER MATERIAL ACQUISITION CORPORATION	Delaware	Meyer Material Finance Company (100%)

MEYER MATERIAL FINANCE COMPANY	Delaware	AIC Holding Co. (100%)

MICROTEL CANADA, INC.	Georgia	Microtel Inns & Suites Franchising, Inc. (100%)

MICROTEL INNS AND SUITES FRANCHISING, INC.	Georgia	U.S. Franchise Systems, Inc. (100%)

MICROTEL INTERNATIONAL, INC.	Georgia	Microtel Inns and Suites Franchising, Inc. (100%)

MILAN HOTEL INVESTMENTS B.V.	Netherlands	Hyatt International (Milan) Co. (100%)

MONCON MANAGEMENT, INC.	Delaware	Hyatt Corporation (100%)

MORUMBY HOTEIS LTDA.	Brazil	Sao Paulo Investment Company, Inc. (100%)

NCHA INVESTORS, LLC	Delaware	HT-DC Office, Inc. (86.67%)

NORTH HAVEN LIMITED	Hong Kong	Hyatt International Holdings Co. (100%)

NORTHRIDGE INDUSTRIES, INC.	California	Hyatt Corporation (100%)

NUEVO PLAZA HOTEL MENDOZA LIMITED	Panama	Mendoza Investment Company Limited (50%)

NUEVO PLAZA HOTEL LIMITED S.A.	Argentina	Nuevo Plaza Hotel Mendoza Limited (100%)

OASIS DEVELOPMENT CORPORATION	Delaware	Hyatt Corporation (100%)

ORADELL HOLDING, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
ORANGE COUNTY CALIFORNIA HOTEL, L.L.C.	Delaware	Hyatt Corporation (100%)

OUTSIDE THE GROUP PTY LIMITED	Australia	Travelodge Hotel Development L.P. (100%)

OX PROP LLC	Delaware	Hyatt Corporation (100%)

P.T. HYATT INDONESIA	Indonesia	Hyatt International Corporation (99%) Hyatt International Technical Services, Inc. as nominee for Hyatt International Corporation (1%)

PARIS HOTEL COMPANY B.V.	Netherlands	PVD Investment Company N.V. (100%)

PARIS HOTEL DEVELOPMENT L.P.	Cayman Islands	Hotel Investors I, Inc. (5% GP) Global Hotel Equities I L.P. (95% LP)

PARIS HOTEL INVESTMENT COMPANY	Cayman Islands	Paris Hotel Development L.P. (100%)

PARK HYATT HAMBURG GMBH	Germany	Hyatt International Corporation (50%)

PARK HYATT WATER TOWER ASSOCIATES, L.L.C.	Illinois	Hyatt Equities, L.L.C. (managing member) and Park Hyatt Investment Group LP

PELICAN LANDING TIMESHARE VENTURES, LIMITED PARTNERSHIP	Delaware	HTS-Coconut Point, Inc. (49% GP) Bay Colony-Gateway, Inc. (51% LP)

POLK SMITH REGENCY, LLC	Texas	Hyatt Corporation (100%)

PVD INVESTMENT COMPANY N.V.	Netherlands Antilles	Paris Hotel Investment Company (100%)

RAVINIA EQUITY, L.L.C.	Delaware	Hyatt Corporation (88%)

RCG PROPERTIES, LLC	Georgia	Hyatt Equities, L.L.C. (100%)

RED SAIL SPORTS ARUBA N.V.	Aruba	Hyatt Aruba N.V. (100%)

REFCO-LOUISVILLE CORPORATION	Delaware	Hyatt Corporation (100%)

REFCO POYDRAS PLAZA HOLDING CO.	Delaware	Hyatt Corporation (100%)

REFCO-PROPERTIES, INC.	Delaware	Hyatt Corporation (100%)

REGENCY BEVERAGE COMPANY, LLC	Texas	Hyatt Corporation (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
RESERVATIONS CENTER, L.L.C.	Delaware	Hyatt Corporation (100%)

RMI LIMITED PARTNERSHIP	Illinois	RMI Management, Inc. (10% GP)

RMI MANAGEMENT, INC.	Delaware	Hyatt Corporation (100%)

ROSEMONT PROJECT MANAGEMENT L.L.C.	Delaware	Hyatt Corporation (100%)

ROUTE 46 MANAGEMENT ASSOCIATES CORPORATION	Delaware	Select Hotels Group, L.L.C. (100%)

ROUTE 46 RESTAURANT CORPORATION	Delaware	Route 46 Management Associates Corporation (100%)

SAN ANTONIO RESORT PARTNERS II, L.P.	Texas	H.E. Sarp L.P. (90% GP)

SAO PAULO HOTEL DEVELOPMENT L.P.	Cayman Islands	Hotel Investors II, Inc. (5% GP) Global Hotel Equities II L.P. (95%)

SAO PAULO INVESTMENT COMPANY, INC.	Panama	Sao Paulo Investors Limited (50%)

SAO PAULO INVESTORS LIMITED	Bahamas	Sao Paulo Hotel Development L.P. (100%)

SDI EQUITIES INVESTOR, INC.	Nevada	SDI, Inc. (100%)

SDI EQUITIES INVESTOR, L.P.	Nevada	SDI Equities Investor, Inc. (0.1% GP) SDI, Inc. (99.9% LP)

SDI SECURITIES 11, LLC	Nevada	SDI Equities Investor, L.P. (100%)	X

SDI SECURITIES 6, LLC	Nevada	SDI, Inc. (100%)

SDI, INC.	Nevada	Hyatt Corporation (100%)	X

SELECT HOTELS GROUP, L.L.C.	Delaware	Hyatt Corporation (100%)	X

SEOUL HOTEL DEVELOPMENT I L.P.	Cayman Islands	Hotel Investors I, Inc. (5% GP) Global Hotel Equities I L.P. (95% LP)

SEOUL HOTEL DEVELOPMENT II L.P.	Cayman Islands	Hotel Investors II, Inc. (5% GP) Global Hotel Equities II L.P. (95% LP)

SEOUL MIRAMAR CORPORATION	Korea	SMC Hotels B.V. (50%) Asia Hospitality Investors B.V. (50%)	X

SERVICIOS HOTELEROS DE MEXICO, S.A. DE C.V.	Mexico	Hyatt International – Latin America Ltd. (84%) Hyatt International Corporation (Mexico) (16%)

SETTLEMENT INVESTORS INC.	Bahamas	Baku Hotel Development L.P. (100%)


Name	Jurisdiction	Percentage of shares of each class of stock/equity interest outstanding that is owned by Global Hyatt Corporation or its subsidiaries	Material Subsidiary
SFGPHT, INC.	Nevada	Hyatt Corporation (100%)

SKS CORP N.V.	Netherlands Antilles	FEH, Inc. (100%)

SMC HOTELS B.V.	Netherlands	SKS Corp. N.V. (100%)

SOUTH AMERICAN HOSPITALITY FUNDING LIMITED	Bahamas	Sao Paulo Investors Limited (50%)

STANHOPE, L.L.C.	Delaware	Hyatt Equities, L.L.C. (100%)	X

SUNSET HARBOR DEVELOPMENT PARTNERSHIP	Florida General Partnership	HTS-Key West, Inc. (50% GP)

TORVAN TENANT, INC.	Delaware	Hyatt Corporation (100%)

TRAVELODGE HOTEL DEVELOPMENT L.P.	Cayman Islands	Hyatt International Travelodge Co. (5% GP) Hotel Investors I, Inc. (95% LP and 100% preferred interest)

TWO SEAS HOLDINGS LIMITED	Mauritius	HI Holdings Cyprus Limited (100%)

U.S. FRANCHISE CAPITAL, INC.	Georgia	U.S. Franchise Systems, Inc. (100%)

U.S. FRANCHISE SYSTEMS, INC.	Delaware	HT-Franchise Investment Group, LLC (95.52%)	X

USFS MANAGEMENT, INC.	Georgia	HT-Franchise Investment Group, LLC (100%)

USFS-FRANCHISE INVESTOR, INC.	Nevada	Hyatt Corporation (100%)

VACATION OWNERSHIP LENDING GP, INC.	Delaware	Hyatt Corporation (100%)

VACATION OWNERSHIP LENDING, L.P.	Delaware	VOL Investors, L.P. (99% LP) Vacation Ownership Lending GP, Inc. (1% GP)

VOL GP, INC.	Delaware	Hyatt Corporation (100%)

VOL INVESTORS, L.P.	Delaware	VOL GP, Inc. (1% GP) HTS-Loan Servicing, Inc. (99% LP)

WAYNE HOLDING, L.L.C.	Delaware	Select Hotels Group, L.L.C. (100%)

WINDWARD POINTE II, L.L.C.	Delaware	Key Wester Limited (100%)

WOODFIELD FINANCIAL CONSORTIUM, L.L.C	Delaware	Hyatt Corporation (100%)

ZURICH ESCHERWIESE HOTEL GMBH	Switzerland	Zurich Hotel Investments B.V. (100%)

ZURICH HOTEL INVESTMENTS B.V.	Netherlands	Hyatt International Corporation (100%)

SCHEDULE 3.19

I.	COMPREHENSIVE GENERAL LIABILITY INSURANCE

The comprehensive general liability insurance, to include liquor liability, personal injury and professional liability is provided by National Union Fire Insurance Company on a blanket basis to all hotels and has a per occurrence limit of liability of $2,000,000. There is no deductible under any of the coverages other than a $1,000 deductible per occurrence for innkeepers’ liability. Asbestos and mold are excluded and Hyatt has a modified pollution exclusion.

II.	AUTOMOBILE INSURANCE

Automobile liability is written through National Union Fire Insurance Company with a $2,000,000 combined single limit. The policy provides coverage for all owned, hired, or leased vehicles, and has a “broad form” use of other automobile endorsement. Automobile physical damage is written through National Union Fire Insurance Company and $500 per claim deductible applies.

III.	CRIME & FIDELITY INSURANCE

Blanket crime & fidelity insurance is provided with a limit of $25,000,000 per occurrence, subject to a $1,000 per occurrence deductible. This coverage affords protection of the loss of money or securities from the premises by employee theft or by other third parties, and also includes the loss of monies while in transit. Coverage is provided through National Union Fire Insurance Company.

IV.	EMPLOYMENT PRACTICES LIABILITY INSURANCE

Employment practices liability insurance to include discrimination and harassment is written through National Union Fire Insurances Company. It is a claims made with a policy limit of $17,000,000. Cost of defense is included within and subject to the limits of insurance and there is no deductible.

V.	UMBRELLA LIABILITY INSURANCE

Excess of the comprehensive general liability and auto liability is $375,000,000 of occurrence coverage written through various insurance companies.

Terrorism coverage is included in all liability layers up to $375,000,000. The cost of the above coverages (I though V) is allocated among all hotels based upon their respective revenue. These insurances will have a cost of $10.00 per $1,000 and the policy period is November 1 through October 31.

V.	PROPERTY INSURANCE

a.	Coverages:

Buildings, contents, and business interruption on a replacement cost basis, boilers, fired or unfired pressure vessels, refrigerating and air-conditioning systems, and machines or apparatus which generate, transmit, control, convert, or receive mechanical, electrical, hydraulical and pneumatic energy or power, cancellation of bookings due to disease and riots with a sublimit of $500,000 (excluding SARS), cancellation of bookings due to water contamination with a sublimit of $2,500,000 (excluding SARS), and expediting expense without having to defray a business interruption claim with a sublimit of $5,000,000. This includes builders’ risk and co-insurance does not apply.

b.	Perils Covered:

All-Risk

c.	Limits of Liability:

Replacement cost, subject to a maximum of $500,000,000 per occurrence except flood, named windstorm and earthquake. Flood has a $100,000,000 sublimit/aggregate, named windstorm has a $150,000,000 sublimit (no aggregate) and earthquake has a $100,000,000 sublimit/aggregate. Boiler and machinery limits are $500,000,000 and Terrorism is $100,000,000.

d.	Deductibles:


California & Puerto Rico Earthquake		5% of value with a $2,000,000 minimum deductible
Montreal & Vancouver Earthquake		$250,000
Earthquake—All other locations		$25,000
Non-Named Windstorm		$25,000
Named Windstorm (Tier 1 & 2)		2% of value with a $1,000,000 minimum deductible
Named Windstorm — All other locations		$25,000
Flood		$250,000
All-Risk		$25,000
Boiler & Machinery		$25,000
Terrorism		$250,000

e.	Policy Period:

November 1 through October 31.

Carriers:

Lexington, Lloyd’s, Continental Casualty, Wausau and Commonwealth write the first $50,000,000.

Rate:

The estimated rate will be $.0548 per $100 of value for the policy period November 1, 2004 through October 31, 2005.

h.	Exclusions:

mold.

Schedule 3.22

LABOR MATTERS

SAN FRANCISCO—HERE LOCAL 2 AND MULTI-EMPLOYER GROUP

The 14 hotels, including the two Hyatt hotels listed below, are in a bargaining group, and HERE Local 2 are at odds over wages, health care coverage, the length of a contract and other issues. There was a two-week strike against four of the hotels that began Sept. 29, 2004 after which the 10 other hotels in the group locked out their workers. The 4,300 employees at all 14 were locked out until Nov. 20, when the sides agreed to a 60-day cooling-off period and the workers returned. That has expired, and both sides say that neither a strike nor a lockout is imminent.

The hotels in the group are the Argent, Crown Plaza, Fairmont, Four Seasons, Grand Hyatt, Holiday Inn Civic Center, Hilton, Holiday Inn Express & Suites Fisherman’s Wharf, Holiday Inn at Fisherman’s Wharf, the Palace, Hyatt Regency, Mark Hopkins, Omni and Westin St. Francis.

Hyatt does not believe that there will be a Material Adverse Effect from this dispute, however, it is very publicized dispute and draws substantial attention from the press, from time to time.

Schedule 4.1(d)

(FORM OF)

SECRETARY’S CERTIFICATE

[CREDIT PARTY]

Pursuant to Section 4.1(d) of the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”; capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia Bank, National Association, as Administrative Agent, the undersigned [Secretary] of [CREDIT PARTY] , in [his] [her] capacity as the [Secretary] of [CREDIT PARTY] , and not in any individual capacity, hereby certifies as follows:

1. Attached hereto as Exhibit A is a true and complete copy of the [articles of incorporation] [certificate of formation] [certificate of limited partnership] of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.

2. Attached hereto as Exhibit B is a true and complete copy of the [bylaws] [operating agreement] [partnership agreement] of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.

3. Attached hereto as Exhibit C is a true and complete copy of resolutions duly adopted by the board of directors of [CREDIT PARTY] on the date indicated therein. Such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, and such resolutions are the only corporate proceedings of [CREDIT PARTY] now in force relating to or affecting the matters referred to therein.

4. The following persons are now the duly elected and qualified officers of [CREDIT PARTY] , holding the offices indicated next to the names below on the date hereof, and the signatures appearing opposite the names below are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver on behalf of [CREDIT PARTY] the Credit Agreement, the Notes and the other Credit Documents to be issued pursuant thereto:


Name		Office		Signature

IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the ____ day of _________________, 2005.




Name:


Title:

I, ________________________, the ________________________ of [CREDIT PARTY] , hereby certify that ________________________ is the duly elected and qualified ________________________ of [CREDIT PARTY] and that his/her true signature is set forth above.




Name:


Title:

Schedule 5.2(a)

[FORM OF]

OFFICER’S COMPLIANCE CERTIFICATE

For the fiscal period ended ____________, 20__

I, ________________________, ________________________ of GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), hereby certify on behalf of the Credit Parties and not in any individual capacity that, with respect to that certain Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”; capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to lime party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”):

(a) to the best of my knowledge and belief, the financial statements provided by the Borrower to the Administrative Agent and the Lenders fairly present in all material respects the financial condition of the parties covered by such financial statements;

(b) I have obtained no knowledge of any Default or Event of Default under the Credit Agreement; ² and

(c) attached hereto on Annex A are calculations in reasonable detail demonstrating compliance by the Credit Parties with the financial covenants contained in Section 5.9 of the Credit Agreement as of the last day of the fiscal period referred to above.

IN WITNESS WHEREOF, the undersigned has executed this officer’s compliance certificate this ____ day of ____________, 20__.


GLOBAL HYATT CORPORATION, a Delaware corporation

By:
Name:
Title:

²	If a Default or Event of Default shall have occurred, an explanation of such Default or Event of Default shall be provided on a separate page attached hereto together with an explanation of the action taken or proposed to be taken by the Borrower with respect thereto.

Annex A

to Officer’s Compliance Certificate

Financial Covenant Calculations

[to be completed by the Borrower]

Schedule 5.8

[FORM OF]

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (the “Agreement”), dated as of ____________, 20__, is by and between ________________ ____, a ___________________ (the “ Subsidiary Guarantor ”), the Borrower (as defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under that certain Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.

The Credit Parties are required by Section 5.8 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.

Accordingly, the Subsidiary Guarantor hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:

1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and the other Credit Documents, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement and the other Credit Documents. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Documents, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Section 5 of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Sections 6 and 7 of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary Guarantor hereby jointly and severally together with the other Guarantors, guarantees to each Lender, the Administrative Agent, the Swingline Lender and the Issuing Lender as provided in the Credit Agreement the prompt payment and performance of the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of such Credit Party Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Subsidiary Guarantor will, jointly and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement is hereby amended to provide the information shown on the attached Schedule A .

3. The Borrower confirms that all of its obligations under the Credit Agreement are, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor, the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of such Subsidiary Guarantor under the Credit Agreement and under each other Credit Document.

4. The Subsidiary Guarantor hereby agrees that upon becoming a Guarantor it will assume all Credit Party Obligations of a Guarantor as set forth in the Credit Agreement

5. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement.

6. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

7. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Illinois.

[Signature on Following Page]

IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


SUBSIDIARY GUARANTOR:						[SUBSIDIARY GUARANTOR]

						By:
						Name:
						Title:

BORROWER:						GLOBAL HYATT CORPORATION, a Delaware corporation

						By:
						Name:
						Title:

Acknowledged and accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

SCHEDULE A

Joinder Agreement

SCHEDULES TO CREDIT AGREEMENT

SCHEDULE 6.1: Liens

Global Hyatt Corporation and Subsidiaries


Description of Item		Lien Holder

Aruba Beachfront Resorts, LP (Hyatt Regency Aruba) First mortgage lien on hotel property and casino – first property		Beachront Funding B.V.

HR Partners (Hyatt Regency Louisville) First mortgage lien on hotel property – first mortgage		Equitable Life and affiliates

C-Princeton Associates (Hyatt Regency Princeton) First mortgage lien on hotel property – first mortgage		Aetna Life Insurance Company

Baku Hotel Company – Cayman & Baku Hotel Company – Azerl (Baku project) First mortgage lien on two hotel properties, office building & tower – construction/perm loan		International Finance Corporation

Zurich Escherwiese Hotel GbmH (Park Hyatt Zurich) First mortgage lien on hotel property & office complex – construction/perm loan		Eurohype AG

Joint Venture Italkyr Closed Joint Stock Company (Hyatt Regency Bishkek) First mortgage lien on hotel property – first mortgage		European Bank for Reconstruction and Development

Schedule 10.2

LENDERS’ LENDING OFFICES

Lenders:


Credit Contact		Administrative Contact

WACHOVIA BANK, NATIONAL ASSOCIATION

Wachovia Bank, National Association One Wachovia Center, NC0760 301 South College Street Charlotte, NC 28288-0737 Attention: David Blackman Telephone: (704) 374-6272 Fax: (704) 383-6205		Wachovia Bank, National Association Charlotte Plaza 201 South College Street, CP-8 Charlotte, NC 28288-0680 Attention: Syndication Agency Services Telephone: (704) 715-9318 Fax: (704) 383-7989

THE ROYAL BANK OF SCOTLAND PLC

Royal Bank of Scotland plc 101 Park Avenue, 12 ^th Floor New York, NY 10178 Attention: Bruce Ferguson Telephone: (212) 401-3733 Fax: (212) 401-3456		Royal Bank of Scotland plc 101 Park Avenue, 12 ^th Floor New York, NY 10178 Attention: Punam Gambhir Telephone: (212) 401-3451 Fax: (212) 401-1494

DEUSTCHE BANK AG NEW YORK BRANCH

Deustche Bank AG New York Branch 60 Wall Street New York, NY 10005 Attention: George Reynolds Telephone: (212) 250-2362 Fax:		Deustche Bank AG New York Branch 90 Hudson Street Jersey City, NJ 10005 Attention: Deirdre Wall Telephone: (201) 593-2170 Fax: (201) 593-2309

JPMORGAN CHASEBANK, N.A.

JPMorgan Chase Bank, N.A. 277 Park Avenue, Floor 3 New York, New York 10172 Attention: Don Shoknum Telephone: (212) 622-2166 Fax: (646) 534-0574		JPMorgan Chase Bank, N.A. 111 Fannin Street, Floor 10 Houston, TX 77002 Attention: Bernie Gonzalez Telephone: (713) 750-3755 Fax: (713) 750-3811



BANK OF AMERICA, N.A.

Bank of America, N.A. 901 Main Street, 64 ^th Floor Mail Code: TX1-492-64-01 Dallas, TX 75202 Attention: Steven Renwick Telephone: (214) 209-1867 Fax: (214) 209-0085		Bank of America, N.A. 901 Main Street, 14 ^th Floor Mail Code: TX1-492-14-05 Dallas, TX 75202 Attention: Karen DuMond Telephone: (214) 209-0539 Fax: (214) 209-9445

BNP PARIBAS

BNP Paribas 209 S. LaSalle Street, Suite 500 Chicago, IL 60604 Attention: Jo Ellen Bender Telephone: (312) 977-2225 Fax: (312) 977-1380		BNP Paribas 919 Third Avenue, 3 ^rd Floor New York, NY 10022 Attention: Mirian Zambrano Telephone: (212) 471-6646 Fax: (212) 471-6695

SUNTRUST BANK

SunTrust Bank 401 North Michigan Avenue, Suite 1200 Chicago, IL 60611 Attention: Molly Drennan Telephone: (312) 840-7982 Fax: (312) 840-7983		SunTrust Bank 303 Peachtree Street, NE 10 ^th Floor, Mail Code: 1928 Atlanta, GA 30308 Attention: Tracy Wei Telephone: (404) 532-0625 Fax: (404) 588-8505

HSBC BANK USA, NATIONAL ASSOCIATION

HSBC Bank USA, National Association 452 Fifth Avenue, 5 ^th Floor New York, NY 10018 Attention: James P. Kelly Telephone: (212) 525-5761 Fax: (212) 575-2469		HSBC Bank USA, National Association One HSBC Center, 26 ^th Floor Buffalo, NY 14203 Attention: Donna L. Riley Telephone: (716) 841-4178 Fax: (716) 841-0269

CALYON NEW YORK BRANCH

Calyon New York Branch 1301 Avenue of the Americas New York, NY 10019 Attention: Jan Hazleton Telephone: (212) 261-3723 Fax: (212) 261-7532		Calyon New York Branch 1301 Avenue of the Americas New York, NY 10019 Attention: Glenda Rajnauth Telephone: (212) 261-7855 Fax: (917) 849-5458

U.S. BANK, NATIONAL ASSOCIATION

U.S. Bank National Association 777 E. Wisconsin Avenue Milwaukee, WI 53202 Attention: David M. Hirsch Telephone: (414) 765-4887 Fax: (414) 765-4632		U.S. Bank National Association 400 City Center Oshkosh, WI 54901 Attention: Connie Sweeney Telephone: (920) 237-7604 Fax: (920) 237-7993



LASALLE BANK N.A.

LaSalle Bank N.A. 135 S. LaSalle Street, Suite 1108 Chicago, IL 60603 Attention: Anne Sudlow Telephone: (312) 904-0772 Fax: (312) 904-6469		LaSalle Bank N.A. 135 S. LaSalle Street, Suite 1425 Chicago, IL 60603 Attention: Jan Smith Telephone: (312) 904-7692 Fax: (312) 904-6373

COMERICA BANK

Comerica Bank 500 Woodward Avenue, MC 3269 Detroit, MI 48226 Attention: Felicia M. Maxwell Telephone: (313) 222-5066 Fax: (313) 222-9516		Comerica Bank 500 Woodward Avenue, MC 3269 Detroit, Ml 48226 Attention: Beverly Jones Telephone: (313) 222-3805 Fax: (313) 222-9516

THE BANK OF NOVA SCOTIA

The Bank of Nova Scotia 1 Liberty Plaza New York, NY 10006 Attention: Victor Carella Telephone: (212) 225-5294 Fax: (212) 225-5166		The Bank of Nova Scotia 600 Peachtree Street, Suite 2700 Atlanta, GA 30308 Attention: Eileen Mance Telephone: (404) 877-1525 Fax: (404) 888-8998

MIZUHO CORPORATE BANK, LTD.

Mizuho Corporate Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attention: Nelson Chang Telephone: (212) 282-3465 Fax: (212) 282-4488		Mizuho Corporate Bank, Ltd. 1800 Plaza Ten Jersey City, NJ 07311 Attention: Noriko Daido Telephone: (201) 626-9419 Fax: (201) 626-9941

BANK OF CHINA, LOS ANGELES BRANCH

Bank of China, Los Angeles Branch 444 S. Flower Street, #3900 Los Angeles, CA 90071 Attention: Jason Fu Telephone: (213) 688-8700 x235 Fax: (213) 688-1015		Bank of China, Los Angeles Branch 444 S. Flower Street, #3900 Los Angeles, CA 90071 Attention: Ms. Au-Yeung Hung Telephone: (213) 688-8700 x234 Fax: (213) 688-1015

SUMITOMO MITSUI BANKING CORPORATION

Sumitomo Mitsui Banking Corporation 277 Park Avenue, 5 ^th Floor New York, NY 10172 Attention: Charles Sullivan Telephone: (212) 224-4178 Fax: (212) 224-4887		Sumitomo Mitsui Banking Corporation 277 Park Avenue, 6 ^th Floor New York, NY 10172 Attention: John Wichrowski Telephone: (212) 224-4336 Fax: (212) 224-4391



FIFTH THIRD BANK (CHICAGO)

Fifth Third Bank (Chicago) 1701 W. Golf Road, Tower One, GRLM9K Rolling Meadows, IL 60008 Attention: Joseph A. Wemhoff Telephone: (847) 354-7183 Fax: (847) 354-7330		Fifth Third Bank (Chicago) 5050 Kingsley Drive, 1MOC2B Cincinnati, OH 45263 Attention: Christopher Grandy Telephone: (513) 358-9245 Fax: (513) 358-0221

THE BANK OF NEW YORK

The Bank of New York One Wall Street, 19 ^th Floor New York, NY 10286 Attention: Mark O’Connor Telephone: (212) 635-8211 Fax: (212) 635-1208		The Bank of New York One Wall Street, 19 ^th Floor New York, NY 10286 Attention: Edgar Greaves Telephone: (212) 635-6687 Fax: (212) 635-7923

THE NORTHERN TRUST COMPANY

The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 Attention: Robert Wiarda Telephone: (312) 444-3380 Fax: (312) 444-7028		The Northern Trust Company 801 South Canal Street Chicago, IL 60675 Attention: Linda Honda Telephone: (312) 444-3532 Fax: (312) 630-1566

PNC BANK, NATIONAL ASSOCIATION

PNC Bank, N.A. 1 South Wacker Drive, Suite 2980 Chicago, IL 60606 Attention: Dennis Owen Gallagher Telephone: (312) 338-5600 Fax: (312) 338-5671		PNC Bank, N.A. 500 1 ^st Avenue Pittsburgh, PA 15219 Attention: April Atwater Telephone: (412) 768-7635 Fax: (412) 768-4586

WELLS FARGO BANK, N.A.

Wells Fargo Dank, N.A. 123 North Wacker Drive, Suite 1900 Chicago, IL 60606 Attention: Mark Neibeh Telephone: (312) 269-4821 Fax: (312) 782-0969		Wells Fargo Bank, N.A. 123 North Wacker Drive, Suite 1900 Chicago, IL 60606 Attention: Jean Zielinski Telephone: (312) 269-4813 Fax: (312) 782-0969

THE NORINCHUKIN BANK, NEW YORK BRANCH

The Norinchukin, New York Branch 245 Park Avenue, 29 ^th Floor New York, NY 10167 Attention: Kenji Kawashima Telephone: (212) 808-4195 Fax: (212) 697-5754		The Norinchukin, New York Branch 245 Park Avenue, 29 ^th Floor New York, NY 10167 Attention: Irene Xu and Michael Block Telephone: (212) 949-7188 Fax: (212) 808-4188



BANCA DI ROMA-CHICAGO BRANCH

Banca di Roma — Chicago Branch 225 West Washington, Suite 1200 Chicago, IL 60606 Attention: James Semonchik Telephone: (312) 704-2629 Fax: (312) 726-3058		Banca di Roma — Chicago Branch 34 East 51 ^st Street New York, NY 10022 Attention: Lino Caldera Telephone: (212) 407-1613 Fax: (212) 407-1684

BANK OF CHINA, NEW YORK BRANCH

Bank of China, New York Branch 410 Madison Ave. New York, NY 10017 Attention: David Hoang Telephone: (212) 935-3101 ext. 229 Fax: (212) 308 4993		Bank of China, New York Branch 410 Madison Ave. New York, NY 10017 Attention: Annie Yee/Elaine Ho Telephone: (212) 935-3101 ext. 466/281 Fax: (646) 840-1796

Schedule 10.6(c)

[FORM OF)

COMMITMENT TRANSFER SUPPLEMENT

Reference is made to the Credit Agreement, dated as of June 29, 2005 (as amended, restated or otherwise modified, the “ Credit Agreement ”), by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “ Borrower ”), certain Subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “ Administrative Agent ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings provided in the Credit Agreement.

_______________________ (the “ Transferor Lender ”) and _______________________ (the “ Purchasing Lender ”) agree as follows:

1. For an agreed consideration, the Transferor Lender hereby irrevocably sells and assigns to the Purchasing Lender, and the Purchasing Lender hereby irrevocably purchases and assumes from the Transferor Lender, as of the Transfer Funding Date (as defined below), (a) all of the Transferor Lender’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as set forth on Schedule l , and all instruments delivered pursuant thereto to the extent related to the principal amount and Commitment Percentage set forth on Schedule 1 attached hereto of all of such outstanding rights and obligations of the Transferor Lender under the respective facilities set forth on Schedule 1 (including any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Transferor Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Transferor Lender and, except as expressly provided in this Commitment Transfer Supplement, without representation or warranty by the Transferor Lender.

2. The Transferor Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Docutnents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance

by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Documents; and (c) in the case of an assignment of the entire remaining amount of the Transferor Lender’s Commitments, attaches any Note(s) held by it evidencing the Assigned Interest and requests that the Administrative Agent exchange the attached Note(s) for a new Note(s) payable to the Purchasing Lender.

3. The Purchasing Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date (as defined below), it shall be bound by the provisions of the Credit Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iii) it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.2 thereof, the financial statements delivered pursuant to Section 6.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (b) agrees that it will (i) independently and without reliance upon the Transferor Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto and (ii) perform in accordance with its terms all the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 3.13 of the Credit Agreement; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.

4. The effective date of this Commitment Transfer Supplement shall be ____________ __, 20__ (the “ Effective Date ”). Following the execution of this Commitment Transfer Supplement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date.

5. The funding date for this Commitment Transfer Supplement shall be ____________ __, 20__ (the “ Transfer Funding Date ”). On the Transfer Funding Date, any registration and processing fee shall be due and payable to the Administrative Agent pursuant to Section 10.6 of the Credit Agreement.

6. Upon such acceptance, recording and payment of applicable registration and processing fees, from and after the Transfer Funding Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Purchasing Lender whether such amounts have accrued prior to the Transfer Funding Date or accrue subsequent to the Transfer Funding Date. The Transferor Lender and the Purchasing Lender shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Funding Date or, with respect to the making of this assignment, directly between themselves.

7. From and after the Transfer Funding Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to the extent provided in this Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Transferor Lender shall, to the extent provided in this Commitment Transfer Supplement, relinquish its rights and be released from its obligations under the Credit Agreement.

8. This Commitment Transfer supplement shall be governed by and construed in accordance with the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

SCHEDULE 1

TO COMMITMENT TRANSFER SUPPLEMENT

EFFECTIVE DATE: ____________, 200__

Name of Transferor Lender: ___________________

Name of Purchasing Lender: ___________________

Transfer Funding Date of Assignment: ______________________

Assigned Interest:


Facility Assigned	Principal Amount of Commitment/Loans Assigned	Commitment Percentage Assigned ^*	CUISP Number
	$	%


[NAME OF THE PURCHASING LENDER]		[NAME OF THE TRANSFEROR LENDER]

By:		By:
	Name:		Name:
	Title:		Title:

Accepted (if required):		Consented to (if required):

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent		GLOBAL HYATT CORPORATION, a Delaware corporation, as Borrower

By:		By:
	Name:		Name:
	Title:		Title:

*	Calculate the Commitment Percentage that is assigned to at least 9 decimal places and show as a percentage of the aggregate commitments of all Lenders.

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of July 10, 2009 by and among HYATT HOTELS CORPORATION, formerly known as Global Hyatt Corporation, a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Guarantors party hereto, each of the Lenders party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the successor Administrative Agent to Wachovia Bank, National Association (the “Administrative Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as the Prior Issuing Lender (as defined below) and as the Administrative Agent prior to the First Amendment Date (as defined below).

WHEREAS, pursuant to that certain Credit Agreement dated as of June 29, 2005 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”), by and among the Borrower, the Material Domestic Subsidiaries of the Borrower party thereto as “Guarantors”, the financial institutions party thereto as “Lenders”, the Administrative Agent and certain other parties, the Lenders have provided to the Borrower a $1,000,000,000 revolving credit facility; and

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Specific Amendments to Credit Agreement . The parties hereto agree that the Credit Agreement is amended as follows:

(a) The Credit Agreement is amended by adding the following definitions to Section 1.1 thereof in the appropriate alphabetical locations:

“ Assignment and Assumption ” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)(iii)), and accepted by the Administrative Agent, substantially in the form of Schedule 10.6 or any other form approved by the Administrative Agent.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; provided, however, “Approved Fund” shall not include any competitor of the Borrower or any Subsidiary in the hospitality or lodging industry.

“ Consolidated Adjusted Funded Debt ” means, as of any date of determination, without duplication, (a) the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries on a consolidated basis minus (b) the lesser of (i) $100,000,000 and (ii) the aggregate outstanding principal amount of all Guaranty Obligations of the Borrower or any of its Subsidiaries of Funded Debt of all other Persons.

“ Domestic Issuing Lender ” has the meaning set forth in Section 2.4(j).

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of an assignment of a Revolving Commitment, each Issuing Lender and the Swingline Lender, and (iii) unless a Default or Event of Default shall exist, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower, any of the Borrower’s Affiliates (other than Affiliates who are already Lenders) or Subsidiaries or any competitor of the Borrower or any Subsidiary in the hospitality or lodging industry.

“ Existing Maturity Date ” means June 29, 2010.

“ Extended Maturity Date ” means June 29, 2012.

“ Extending Lender ” means a Lender with a Revolving Commitment that matures on the Extended Maturity Date, and its successors and assigns. The Extending Lenders as of the First Amendment Date, together with the amount of their respective Revolving Commitments, Commitment Percentages, LOC Commitments and LOC Commitment Percentages, are identified as such on Schedule 2.1(a) .

“ First Amendment ” means that certain First Amendment to Credit Agreement dated as of July 10, 2009 by and among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“ First Amendment Date ” means July 10, 2009, the effective date of the First Amendment.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 1.1(a) .

- 2 -

“ Net Property and Equipment ” means the book value of all property and equipment of the Borrower and its Subsidiaries, net of depreciation and amortization, determined on a consolidated basis in accordance with GAAP, and as set forth in the most recent financial statements of the Borrower available to the Lenders, giving pro forma effect to acquisitions and dispositions of property and equipment effected since the date of such financial statements.

“ Non-Extending Lender ” means a Lender with a Revolving Commitment that matures on the Existing Maturity Date, and its successors and assigns. The Non-Extending Lenders as of the First Amendment Date, together with the amount of their respective Revolving Commitments, Commitment Percentages, LOC Commitments and LOC Commitment Percentages, are identified as such on Schedule 2.1(a) .

“ Non-Pritzker Affiliate Existing Shareholder ” has the meaning set forth in the definition of “Change of Control”.

“ Potential Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, an Issuing Lender or the Swingline Lender, as applicable, that: (a) has failed to comply with, or has made a public statement to the effect that it does not intend to comply with, its funding obligations under one or more syndicated credit facilities or other agreements in which it commits or is obligated to extend credit (other than this Agreement); (b) has a parent corporation or other Affiliate that is subject to any condition or event described in the immediately preceding clause (a); or (c) has, or whose parent corporation has, a credit rating of less than BBB-/Baa3 (or equivalent) from either S&P or Moody’s. As used in this definition, the term “parent corporation” means, with respect to a Lender, any Person controlling such Lender, including without limitation, the bank holding company (as defined in Regulation Y of the Board of Governors of the Federal Reserve System), if any, of such Lender.

“ Pounds Sterling ” and “£” means, at any time of determination, the then official currency of the United Kingdom of Great Britain and Northern Ireland.

“ Prior Issuing Lender ” has the meaning set forth in Section 2.4(k).

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, members, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Secured Funded Debt ” means, as of any date of determination, without duplication, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries on a consolidated basis that is secured in any manner by any Lien.

- 3 -

“ Secured Funded Debt Ratio ” means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Secured Funded Debt on such date to (b) Net Property and Equipment on such date. Secured Funded Debt assumed in connection with, not in contemplation of, and existing at the time of an acquisition described in clause (o) or (s) of the definition of “Permitted Lien” (and any new Secured Funded Debt refinancing, and to the extent not increasing the principal balance of, any such Secured Funded Debt (so long as new Secured Funded Debt is secured by a Permitted Lien described in clause (v) of the definition of “Permitted Lien”)) may be excluded from the Secured Funded Debt Ratio (i) to the extent the aggregate principal amount thereof does not exceed $250,000,000 and (ii) to the extent the aggregate principal amount thereof exceeds $250,000,000, for a period of one year following such acquisition.

(b) The Credit Agreement is amended by deleting from Section 1.1 thereof the definitions of the following terms: “Commitment Transfer Supplement”, “Consolidated Adjusted Funded Recourse Debt”, “Debt Ratings Grid”, “Leverage Based Grid”, “Related Fund”, and “Transfer Effective Date”.

(c) The Credit Agreement is amended by restating in their entirety the definitions of the following terms contained in Section 1.1 thereof:

“ Alternate Base Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greatest of (a) the Federal Funds Rate in effect on such day plus ¹ / 2 of 1%, (b) the Prime Rate in effect on such day and (c) the LIBOR Rate for one-month deposits in Dollars as of that day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the applicable LIBOR Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the applicable LIBOR Rate, respectively.

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“ Applicable Percentage ” means:

(a) in the case of Non-Extending Lenders, the rate per annum set forth below opposite the applicable level then in effect, based upon the Debt Rating as set forth below (such grid immediately below hereinafter referred to as the “ Non-Extending Lender Ratings Grid ”), it being understood that the Applicable Percentage based upon the Non-Extending Lender Ratings Grid for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (b) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee” and (d) the Facility Fee shall be the percentage set forth under the column “Facility Fee”:

Non-Extending Lenders Ratings Grid


Level	Debt Ratings S&P/Moody’s	LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee		Alternate Base Rate Margin for Revolving Loans		Facility Fee
I	A/A2 or higher	0.270	%	0.000	%	0.080	%
II	A-/A3	0.310	%	0.000	%	0.090	%
III	BBB+/Baa1	0.400	%	0.000	%	0.100	%
IV	BBB/Baa2	0.500	%	0.000	%	0.125	%
V	BBB-/Baa3	0.575	%	0.000	%	0.175	%
VI	Less than BBB-/Baa3	0.800	%	0.250	%	0.200	%

and

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(b) in the case of Extending Lenders, the rate per annum set forth below opposite the applicable level then in effect, based upon the Debt Rating as set forth below (such grid immediately below hereinafter referred to as the “ Extending Lender Ratings Grid ”), it being understood that the Applicable Percentage based upon the Extending Lender Ratings Grid for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (b) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee” and (d) the Facility Fee shall be the percentage set forth under the column “Facility Fee”:

Extending Lenders Ratings Grid


Level	Debt Ratings S&P/Moody’s	LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee		Alternate Base Rate Margin for Revolving Loans		Facility Fee
I	A-/A3 or higher	1.700	%	0.700	%	0.300	%
II	BBB+/Baa1	2.125	%	1.125	%	0.375	%
III	BBB/Baa2	2.525	%	1.525	%	0.475	%
IV	BBB-/Baa3	2.875	%	1.875	%	0.625	%
V	Less than BBB-/Baa3	3.500	%	2.500	%	1.000	%

If, as of any date of determination, the Borrower does not have a Debt Rating from either S&P or Moody’s then in effect, the Applicable Percentage shall be determined based on (i) Level VI of the Non-Extending Lenders Ratings Grid, in the case of Non-Extending Lenders and (ii) Level V of the Extending Lenders Ratings Grid, in the case of Extending Lenders. The Applicable Percentage shall be determined based upon the Debt Rating then in effect and shall remain at such level until the date immediately proceeding the date of any publicly announced change in the Debt Rating. As of the First Amendment Date, and thereafter until changed as provided above, the Applicable Percentage (i) for Non-Extending Lenders is determined based on Level III of the Non-Extending Lender Pricing Grid and (ii) for Extending Lenders is determined based on Level II of the Extending Lender Pricing Grid.

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“ Change of Control ” means (a) prior to the consummation of a public offering in which the Borrower offers for sale shares of its Voting Stock or other equity interests pursuant to an effective registration statement on Form S-1 or otherwise under the Securities Act (an “ IPO ”), the Pritzker Affiliates shall fail to own more than 50% of the Voting Stock of the Borrower and (b) following any IPO, (i) any Person or two or more Persons acting in concert (other than (A) any Pritzker Affiliate and (B) any other stockholder which, together with its Affiliates, owns more than 5% of the Voting Stock of the Borrower as of the First Amendment Date (a “ Non-Pritzker Affiliate Existing Shareholder ”) so long as the Pritzker Affiliates continue to own more Voting Stock than such Non-Pritzker Affiliate Existing Shareholder) shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Borrower, or (ii) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Borrower then in office. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Act of 1934.

“ Consolidated EBITDA ” means, for any period, (a) Consolidated Net Income for such period (excluding from the determination of Consolidated Net Income any income or losses attributable to unconsolidated joint ventures of the Borrower and its Subsidiaries) plus cash distributions received by the Borrower and its Subsidiaries from unconsolidated joint ventures after required debt service related thereto and excluding any proceeds from financings, refinancings or sales related thereto plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local, foreign income, value added and similar taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) other non-recurring non-cash charges for such period (including (A) losses on discontinued operations and (B) non-cash charges due to foreign currency losses) (v) non-recurring cash charges in connection with the repayment of certain indebtedness in May, 2009, in an amount not to exceed $80,000,000 and (vi) non-recurring cash charges incurred in connection with the prepayment of secured Funded Debt, in an aggregate amount not to exceed $75,000,000 minus (c) non-cash income and gains due to foreign currency gains to the extent included in Consolidated Net Income; provided that “Consolidated EBITDA” for any period shall be adjusted on a pro forma basis (i) to include (or exclude) amounts attributable to operations acquired (or sold or otherwise discontinued) during such period as if such acquisition (or disposition) had occurred on the first day of such period and (ii) to include amounts (annualized on a simple arithmetic basis) attributable to projects which commenced operations during such period and were in operation for at least one full fiscal quarter during such period.

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“ Consolidated Interest Expense ” means, for any period, all interest expense with respect to Funded Debt for such period of the Borrower and its Subsidiaries on a consolidated basis including the interest component under Capital Leases and capitalized interest.

“ Consolidated Net Tangible Assets ” means, at any time, the amount representing the assets of the Borrower and the Subsidiaries that would appear on a consolidated balance sheet of the Borrower and its Subsidiaries at such time prepared in accordance with GAAP, less (a) all current liabilities and non-controlling interests and (b) goodwill and other intangibles.

“ Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, that (a) has failed to fund (or has failed, within five Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund (based on the reasonable belief that it may not fund)) any Revolving Loan, participations in Letters of Credit under Section 2.4(c) or participations in Swingline Loans under Section 2.3(b)(ii), in each case, required to be funded by it hereunder within three Business Days of the date required to be funded by it hereunder, (b) has otherwise failed to pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, (c) has notified the Borrower, the Administrative Agent or any other Lender in writing that, or has made a public statement to the effect that, it does not intend to comply with any of its funding obligations under this Agreement or obligations as a Lender generally, or (d) has (i) been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ Foreign Currency ” means (a) Euros, (b) Japanese Yen and (c) Pounds Sterling.

“ Issuing Lender ” means (a) with respect to Domestic Letters of Credit, any Domestic Issuing Lender, (b) with respect to Foreign Letters of Credit, any Discretionary Issuing Lender, and (c) with respect to Letters of Credit issued during the period from the Closing Date to the First Amendment Date by the Prior Issuing Lender, the Prior Issuing Lender.

“ Lead Arrangers ” means each of Wells Fargo Securities, LLC, J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.

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“ Lenders ” means the Non-Extending Lenders and the Extending Lenders.

“ Leverage Ratio ” means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Adjusted Funded Debt as of the last day of the twelve month period ending on the last day of any fiscal quarter to (b) Consolidated EBITDA for the last day of the twelve month period ending on the last day of any fiscal quarter.

“ LIBOR ” means, for any LIBOR Rate Loan for any Interest Period therefor, either (a) the rate of interest per annum determined by the Administrative Agent (rounded upward to the nearest 1/100 of 1%) appearing on, in the case of Dollars, the Reuters Screen LIBOR01 Page (or any successor page) and, in the case of a Foreign Currency, the British Bankers Association Interest Settlement Rates for deposits in such Foreign Currency (or, in each case, (i) such other page or service as may replace such page on such system or service for the purpose of displaying such rates and (ii) if more than one rate appears on such screen, the arithmetic mean for all such rates rounded upward to the nearest 1/100 of 1%) as the London interbank offered rate for deposits in the applicable currency at approximately 11:00 A.M. (London time), on the second full Business Day preceding the first day of such Interest Period, and in an amount approximately equal to the amount of the LIBOR Rate Loan and for a period approximately equal to such Interest Period or (b) if such rate is for any reason not available, the rate per annum equal to the rate at which the Administrative Agent or its designee is offered deposits in such currency at or about 11:00 A.M. (London time), two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its LIBOR Rate Loans are then being conducted for settlement in immediately available funds, for delivery on the first day of such Interest Period for the number of days comprised therein, and in an amount comparable to the amount of the LIBOR Rate Loan to be outstanding during such Interest Period.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) an impairment of the ability of (i) the Borrower to perform its material obligations under any Credit Document to which it is a party or (ii) of the Borrower and the Credit Parties taken as a whole to perform their material obligations under any Credit Document to which they are a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against (i) the Borrower of any Credit Document to which it is a party or (ii) of the Borrower and the Credit Parties taken as a whole of any Credit Document to which they are a party; other than any change, effect or circumstance to the extent resulting from (I) changes in general economic, financial market or geopolitical conditions, (II) any outbreak or escalation of hostilities or war or any act of terrorism, or (III) any failure by the Borrower and its Subsidiaries to meet any published analyst estimates or

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expectations of their revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Borrower and its Subsidiaries to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect); provided that, in the case of the immediately preceding clauses (I) and (II), such changes, effects or circumstances do not affect the Borrower or its Subsidiaries disproportionately relative to other companies operating in the same industry.

“ Maturity Date ” means (a) as to each Non-Extending Lender, the Existing Maturity Date and (b) as to each Extending Lender, the Extended Maturity Date.

“ Participant ” has the meaning set forth in Section 10.6(d).

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Lender then acting as Administrative Agent as its prime commercial lending rate in effect at its principal office, with each change in Prime Rate being effective on the date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by the Lender then acting as Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by the Lender then acting as Administrative Agent to any debtor).

“ Register ” has the meaning set forth in Section 10.6(c).

“ Spot Rate ” shall mean, with respect to any Foreign Currency, the rate quoted by the Lender then acting as Administrative Agent as the spot rate for the purchase by the Lender then acting as Administrative Agent of such Foreign Currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation in made.

“ Swingline Lender ” means the Lender then acting as Administrative Agent, in its capacity as such.

“ Swingline Maturity Date ” shall mean the earlier of (a) the date that is five (5) Business Days after such Swingline Loan is made and (b) the Extended Maturity Date.

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(d) The Credit Agreement is amended by restating in its entirety clause (f) of the definition of the term “Funded Debt” contained in Section 1.1 thereof as follows:

(f) the principal portion of all obligations of such Person under Capital Leases (excluding the portion of all obligations of such Person under operating leases that are recharacterized as Capital Leases as a result of changes in GAAP outlined by the Financial Accounting Standards Board in a press release dated March 19, 2009 becoming effective),

(e) The Credit Agreement is amended by restating in its entirety clause (a)(ii) of the definition of the term “Interest Period” contained in Section 1.1 thereof as follows:

(ii) no Interest Period commencing prior to the Existing Maturity Date shall extend beyond the Existing Maturity Date and no Interest Period shall extend beyond the Extended Maturity Date,

(f) The Credit Agreement is amended by restating in its entirety clause (b)(iv) of the definition of the term “Interest Period” contained in Section 1.1 thereof as follows:

(iv) any Interest Period in respect of any Loan that would otherwise extend beyond the Existing Maturity Date shall end on the Existing Maturity Date and any Interest Period in respect of any Loan that would otherwise extend beyond the Extended Maturity Date shall end on the Extended Maturity Date,

(g) The Credit Agreement is amended by restating in its entirety the proviso in clause (a) of the definition of the term “Non-Recourse Debt” contained in Section 1.1 thereof as follows:

provided that any partial Guaranty Obligation by, or any other limited recourse for payment of such Funded Debt against, the Borrower or its Subsidiaries which is not expressly excluded from the definition of “Guaranty Obligations” shall not prevent the non-guaranteed and non-recourse portion of such Funded Debt from constituting Non-Recourse Debt;

(h) The Credit Agreement is amended by restating in its entirety Section 2.1(d)(ii) thereof as follows:

(i) The Credit Agreement is amended by replacing the reference to “Applicable Margin” in Section 2.3(c) thereof with a reference to “Applicable Percentage”.

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(j) The Credit Agreement is amended by adding to the end of Section 2.3 thereof the following new subsection (e):

(e) Defaulting Lenders . Upon demand by the Swingline Lender at any time while a Lender is a Defaulting Lender or a Potential Defaulting Lender, the Borrower shall deliver to the Administrative Agent for the benefit of the Swingline Lender within one Business Date of such demand, cash collateral or other credit support satisfactory to the Swingline Lender in its sole discretion in an amount equal to the Dollar Amount of such Defaulting Lender’s Commitment Percentage of the aggregate principal amount of the Swingline Loans then outstanding.

(k) The Credit Agreement is amended by restating in its entirety the second sentence of Section 2.4(a) thereof as follows:

Except as otherwise expressly agreed upon by all the Lenders (or just all of the Extending Lenders in the case of a Letter of Credit having an original expiry date after the Existing Maturity Date), no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided , however , so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided , further , that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Extended Maturity Date.

(l) The Credit Agreement is amended by restating in their entirety the last two sentences of Section 2.4(a) thereof as follows:

The Lender then acting as Administrative Agent and any Domestic Issuing Lender may be the Issuing Lender on any Domestic Letters of Credit issued on or after the First Amendment Date. The Lender then acting as Administrative Agent and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the First Amendment Date.

(m) The Credit Agreement is amended by restating in its entirety Section 2.4(j) thereof in its entirety as follows:

(j) Domestic and Discretionary Issuing Lenders . In addition to those Lenders specified in Section 2.4(a) hereof, any Lender with a Revolving Commitment (in such capacity, a “ Domestic Issuing Lender ”) may from time to time, at the written request of the Borrower (with a copy to the Administrative Agent) and with the consent of the Administrative Agent, and in such Lender’s sole discretion, agree to issue one or more Domestic Letters of Credit for the account of the Borrower on the same terms and

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conditions in all respects as are applicable to the Letters of Credit issued by the Issuing Lender hereunder by executing and delivering to the Administrative Agent a written agreement to such effect, among (and in form and substance satisfactory to) the Borrower, the Administrative Agent and such Domestic Issuing Lender. Any Lender with a Revolving Commitment (in such capacity, a “ Discretionary Issuing Lender ”) may from time to time, at the written request of the Borrower (with a copy to the Administrative Agent) and with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), and in such Lender’s sole discretion, agree to issue one or more Foreign Letters of Credit for the account of the Borrower on the same terms and conditions in all respects as are applicable to the Letters of Credit issued by the Issuing Lender hereunder by executing and delivering to the Administrative Agent a written agreement to such effect, among (and in form and substance satisfactory to) the Borrower, the Administrative Agent and such Discretionary Issuing Lender. With respect to each of the Letters of Credit issued (or to be issued) thereby, each of the Issuing Lenders shall have all of the same rights and obligations under and in respect of this Agreement and the other Credit Documents, and shall be entitled to all of the same benefits (including, without limitation, the rights, obligations and benefits set forth in Sections 2.4, 2.19 and 10.5), as are afforded to the Issuing Lender hereunder and thereunder. The Administrative Agent shall promptly notify each of the Lenders with a Revolving Commitment of the appointment of any Issuing Lender. Each Issuing Lender shall provide to the Administrative Agent, on a monthly basis, a report that details the activity with respect to each Letter of Credit issued by such Issuing Lender (including an indication of the maximum amount then in effect with respect to each such Letter of Credit).

(n) The Credit Agreement is amended by adding to the end of Section 2.4 thereof the following new subsections (k) and (l):

(k) Prior Issuing Lender . With respect to each of the Letters of Credit issued hereunder during the period from the Closing Date to the First Amendment Date by Wachovia Bank, National Association (the “ Prior Issuing Lender ”) and identified on Schedule 2.4(k) , and any extensions of such Letters of Credit made after the First Amendment Date in accordance with the terms and conditions hereunder, the Prior Issuing Lender shall be deemed to be an Issuing Lender hereunder and shall have all of the same rights and obligations under and in respect of this Agreement and the other Credit Documents, and shall be entitled to all of the same benefits (including, without limitation, the rights, obligations and benefits set forth in Sections 2.4 , 2.19 and 10.5 ), as are afforded to an Issuing Lender hereunder and thereunder in its capacity as an Issuing Lender (and not as a Lender).

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(l) Defaulting Lenders . Upon demand by an Issuing Lender at any time while a Lender is a Defaulting Lender or a Potential Defaulting Lender, the Borrower shall deliver to the Administrative Agent for the benefit of such Issuing Lender within one Business Date of such demand, cash collateral or other credit support satisfactory to such Issuing Lender in its sole discretion in an amount equal to the Dollar Amount of such Defaulting Lender’s LOC Commitment Percentage of the LOC Obligations then outstanding with respect to Letters of Credit issued by such Issuing Lender.

(o) The Credit Agreement is amended by restating in its entirety Section 2.5 thereof as follows:

2.5 Additional Loans .

Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Extended Maturity Date, to incur additional Indebtedness (the “ Additional Loans ”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to the lesser of (x) $500,000,000 and (y) such amount as would result in the Aggregate Revolving Committed Amount equaling, but not exceeding, $1,500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Extending Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Extending Lenders or other banks, financial institutions and investment funds that are not Non-Extending Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Extending Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Extending Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and shall thereafter be deemed to be Extending Lenders. The existing Lenders shall make such assignments (which assignments shall

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not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document consistent with this Section 2.5 as may be necessary to incorporate the terms of any Additional Loan.

(p) The Credit Agreement is amended by restating in its entirety Section 2.9(b) thereof as follows:

(b) Mandatory Reduction . The Revolving Commitments and the LOC Commitments of the Lenders shall automatically terminate on (i) the Existing Maturity Date in the case of Non-Extending Lenders and (ii) the Extended Maturity Date in the case of Extending Lenders. The Swingline Commitment shall automatically terminate on the Extended Maturity Date.

(q) The Credit Agreement is amended by restating in its entirety the second sentence of Section 2.10(b) as follows:

The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender other than the Prior Issuing Lender) the Letter of Credit Fee.

(r) The Credit Agreement is amended by adding to the end of Section 2.10 thereof the following new subsection (e):

(e) Utilization Fee . During (i) any Interest Period for LIBOR Loans for which the LIBOR Rate is less than 1.00% and (ii) any period (x) Alternate Base Rate Loans are outstanding, (y) the Alternate Base Rate is determined with respect to clause (c) of the definition thereof and (z) LIBOR Rate for one-month deposits in Dollars is less than 1.00%, the Borrower shall pay to the Administrative Agent for the ratable benefit of the Extending Lenders a per annum utilization fee (the “ Utilization Fee ”) equal to (A) in the case of such LIBOR Loans, 1.00% minus the LIBOR Rate times the outstanding principal balance of such LIBOR Loans and (B) in the case of such Alternate Base Rate Loans, 1.00% minus the LIBOR Rate for one-month deposits in Dollars times the outstanding principal balance of such Alternate Base Rate Loans. The Utilization Fee, if any, due with respect to any Loans, shall be due and payable in arrears on the Interest Payment Date for which interest is due and payable on such Loans.

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(s) The Credit Agreement is amended by restating in its entirety the first sentence of Section 2.11(a) thereof as follows:

Interest payable hereunder with respect to Alternate Base Rate Loans based on the Prime Rate and with respect to LIBOR Rate Loans denominated in Pounds Sterling shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed.

(t) The Credit Agreement is amended by restating in its entirety the fourth sentence of Section 2.12(a) thereof as follows.

Each payment on account of the Facility Fees, the Letter of Credit Fees and Utilization Fees shall be made pro rata in accordance with the respective amounts due and owing.

(u) The Credit Agreement is amended by adding to the end of Section 2.12(a) thereof the following sentence:

Nothing contained in this Section 2.12(a) shall be construed to prevent the payment of principal of, accrued and unpaid interest on, and fees in respect of Loans owing to, and Commitments of, Non-Extending Lenders on the Existing Maturity Date.

(v) The Credit Agreement is amended by replacing the reference to “Wachovia Bank, National Association” in Section 2.20 thereof with a reference to “the Lender then acting as Administrative Agent”.

(w) The Credit Agreement is amended by adding to the end of Section 2 thereof the following new Section 2.23:

2.23. Defaulting Lenders .

(a) Generally . If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Credit Documents, including without limitation, any right to vote in respect any amendment, consent or waiver of the terms of this Agreement or any other Credit Document, or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended while such Lender remains a Defaulting Lender; provided, however, that the foregoing shall not permit an increase in such Lender’s Revolving Commitment or an extension of the maturity date of such Lender’s Loans or other Credit Party Obligations owing to such Lender, in each case, without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), then the Administrative Agent shall be entitled (i) to collect

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interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Credit Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. No Commitment of any Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section, performance by the Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies of the Borrower, the Administrative Agent, any Issuing Lender, the Swingline Lender and the Lenders against a Defaulting Lender under this Section are in addition to any other rights and remedies the Borrower, the Administrative Agent, any Issuing Lender, the Swingline Lender and the Lenders may have against such Defaulting Lender under this Agreement, any of the other Credit Documents, applicable law or otherwise.

(b) Fees . During any period that an Extending Lender is a Defaulting Lender, such Defaulting Lender’s Commitment and outstanding Loans shall be excluded for purposes of calculating any fee payable to the Lenders under Sections 2.10(a), (b) and (e), and during such period the Borrower shall not be required to pay, and such Defaulting Lender shall not be entitled to receive, any such fees otherwise payable to such Defaulting Lender under such Section.

(c) Borrowing Requests . While any Lender is a Defaulting Lender or a Potential Defaulting Lender, the Borrower authorizes each of the Administrative Agent, the Issuing Lenders and the Swingline Lender (which authorization is irrevocable and coupled with an interest) to give, in such Person’s discretion, Notices of Borrowing pursuant to Section 2.1 in such amounts and at such times as may be required to (i) reimburse any drawing under a Letter of Credit that has become due and payable, (ii) repay an outstanding Swingline Loan or (iii) cash collateralize the LOC Obligations of the Borrower in respect of outstanding Letters of Credit or Swingline Loans in an amount equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letters of Credit or Swingline Loan, in each case subject to the terms and conditions of this Agreement.

(d) Purchase of Defaulting Lender’s Commitment . During any period that a Lender is a Defaulting Lender, the Borrower may, by giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 10.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption.

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(e) Termination of Defaulting Lender’s Commitment . During any period that a Lender is a Defaulting Lender, the Borrower may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent (such termination, a “ Defaulting Lender Termination ”) so long as on the effective date of such Defaulting Lender Termination and after giving effect thereto and to any repayment of Loans in connection therewith: (i) no Default or Event of Default exists (unless the Required Lenders otherwise consent to such Defaulting Lender Termination), (ii) no Revolving Loans shall be outstanding and no Competitive Loans shall be owing to such Defaulting Lender, and (iii) the sum of (x) the LOC Obligations, (y) the amount of cash collateral or other credit support then held by the Administrative Agent pursuant to Section 2.3(e) and Section 2.4(k) and (z) the outstanding principal amount of Swingline Loans shall not exceed the aggregate Revolving Commitments of all Lenders that are not Defaulting Lenders. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “ Defaulting Lender Termination Date ”), which shall be not less than five Business Days (or such shorter period as agreed to by the Administrative Agent and such Defaulting Lender) after the date on which such notice is delivered to such Defaulting Lender and the Administrative Agent. On each such Defaulting Lender Termination Date, (i) the Revolving Commitment of such Defaulting Lender shall be reduced to zero, (ii) such Defaulting Lender shall cease to be a “Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein that by their terms survive, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (iii) the Commitments of all other Lenders shall remain unchanged and (iv) the Lenders’ participations in outstanding LOC Obligations and Swingline Loans will be reallocated by the Administrative Agent among the Lenders (other than the Defaulting Lender) in accordance with their LOC Commitment Percentages and Commitment Percentages, as applicable, after giving effect to the Defaulting Lender Termination.

(f) Cure . If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Lenders and make such other adjustments as the Administrative Agent may determine to be necessary to cause the interest of the Lenders in the Revolving Loans, Swingline Loans and LOC Obligations Liabilities to be on a pro rata basis in accordance with their respective

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Commitment Percentages and LOC Commitment Percentages, as applicable, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided , further, that except to the extent otherwise expressly agreed by the affected parties, no cure by a Lender under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

(x) The Credit Agreement is amended by adding to Section 4.2 thereof the following new subsection (d):

(d) Defaulting Lenders . In the case of the issuance of a Letter of Credit or the making of a Swingline Loan, no Lender shall be a Defaulting Lender or Potential Defaulting Lender; provided, however, in the case of the issuance of a Letter of Credit by an Issuing Lender, such Issuing Lender may, in its sole and absolute discretion, waive this condition precedent on behalf of itself and all Lenders if cash collateral or other credit support satisfactory to such Issuing Lender has been pledged or otherwise provided to the Administrative Agent for the benefit of such Issuing Lender in respect of such Defaulting Lender’s or Potential Defaulting Lender’s participation in such Letter of Credit.

(y) The Credit Agreement is amended by adding to the end of Section 5.9 thereof the following new subsection (c):

(c) Secured Funded Debt Ratio . On a consolidated basis, maintain a Secured Funded Debt Ratio at all times but to be tested as of the end of each fiscal quarter of the Borrower of less than or equal to 0.30 to 1.00.

(z) The Credit Agreement is amended by restating the clause (i) of Section 7.1(c) thereof in its entirety as follows:

(i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Sections 2.3(e), 2.4(l), 5.3(a), 5.9 or in Section 6;

(aa) The Credit Agreement is amended by adding to the end of Section 8.10 thereof the following:

In addition, in order for the Administrative Agent to comply with the Patriot Act, prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

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(bb) The Credit Agreement is amended by replacing the reference to “Wachovia Bank, National Association” in the fifth paragraph of Section 10.1 thereof with a reference to “the Lender then acting as Administrative Agent”.

(cc) The Credit Agreement is amended by restating in its entirety Section 10.6 thereof as follows:

10.6 Successors and Assigns .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B) in any case not described in the immediately preceding subsection (A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of a Competitive Bid Loan.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C) the consent of (1) the Issuing Lenders (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (2) the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment.

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(iv) Assignment and Acceptance . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative details form in the Administrative Agent’s customary form.

(v) No Assignment to Borrower . No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(vii) No Assignment to Competitors . No such assignment shall be made to any competitor of the Borrower or any Subsidiary in the hospitality or lodging industry.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.17 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d); provided, an assignment that does not comply with subsection (b)(vii) shall not be treated as a participation and shall be of no effect.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 10.2 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to

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the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) no participation may be sold to any competitor of the Borrower or any Subsidiary in the hospitality or lodging industry. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of any provision of any Credit Document described in the first proviso of Section 10.1 that adversely affects such Participant. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15 through 2.18 and 10.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Upon request from the Administrative Agent, a Lender shall notify the Administrative Agent and the Borrower of the sale of any participation hereunder.

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 2.18(b) as though it were a Lender.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g) No Registration . Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

(dd) The Credit Agreement is amended by restating in their entireties the addresses with respect to the Administrative Agent and Foreign Currency Loans provided in Section 10.2 thereof as follows:

if to the Administrative Agent:

Wells Fargo Bank, National Association, as Administrative Agent

Minneapolis Loan Center

733 Marquette Avenue

10 ^th Floor, MAC: N9306-102

Minneapolis, Minnesota 55402

Attn: Joann M. Adams

Telephone: 612-667-4509

Telecopy: 866-595-7864

With a copy to:

Wells Fargo Bank, National Association

2030 Main Street, Suite 800

Irvine, California 92614

Attn: Sherri Courtney-Sanders

Telephone: 949-251-4344

Telecopy: 949-833-1182

With respect to Foreign Currency Loans:

Wells Fargo Bank, National Association

Minneapolis Loan Center

733 Marquette Avenue

10 ^th Floor, MAC: N9306-102

Minneapolis, Minnesota 55402

Attn: Joann M. Adams

Telephone: 612-667-4509

Telecopy: 866-595-7864

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(ee) The Credit Agreement is amended by adding to the end of Section 10 the following new Section 10.19:

10.19 Nonliability of Administrative Agent and Lenders .

The relationship between the Borrower and the Lenders shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Credit Party and no provision in this Agreement or any of the other Credit Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Credit Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

(ff) A new Schedule 1.1(a) in the form of Schedule 1.1(a) attached hereto is hereby added to the Credit Agreement.

(gg) Schedule 2.1(a) to the Credit Agreement is deleted in its entirety and replaced with Schedule 2.1(a) attached hereto.

(hh) Schedule 2.1(e) to the Credit Agreement is deleted in its entirety and replaced with Schedule 2.1(e) attached hereto.

(ii) A new Schedule 2.4(k) is hereby added to the Credit Agreement.

(jj) Schedule 3.12 is deleted in its entirety and replaced with Schedule 3.12 attached hereto.

(kk) Schedule 3.22 is deleted in its entirety and replaced with Schedule 3.22 attached hereto.

(ll) The Credit Agreement is amended by deleting Schedule 10.6(c) therefrom.

(mm) A new Schedule 10.6 in the form of Schedule 10.6 attached hereto is hereby added to the Credit Agreement.

Section 2. Conditions Precedent . The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Administrative Agent and each Lender a party hereto) of the following conditions precedent:

(a) Execution of Amendment and Related Documents . Receipt by the Administrative Agent of (i) counterparts of this Amendment duly executed by the Borrower, Lenders constituting the Required Lenders, and in any event each Extending Lender (as defined above in Section 1(a)), (ii) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto executed by each Guarantor, (iii) for the account of each such Extending Lender that requests a Revolving Note, Revolving Notes, in each case executed by the Borrower and (iv) for the account of the Swingline Lender, a Swingline Note.

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(b) Legal Opinion . Receipt by the Administrative Agent of a legal opinion of counsel (including in-house counsel) to the Credit Parties relating to this Amendment, the Credit Agreement and any other Credit Documents executed and delivered in connection with this Amendment, and the transactions contemplated herein and therein, in form and substance reasonably acceptable to the Administrative Agent, which opinion shall include, without limitation, an opinion that the execution and delivery of this Amendment, and the performance of this Amendment and the Credit Agreement as amended by this Amendment, will not conflict with, result in a breach of, require any consent or permit any acceleration of (or require repayment of) any Indebtedness of the Credit Parties or under any of the Credit Parties’ organizational documents and Material agreements.

(d) Corporate Documents . Receipt by the Administrative Agent of the following (or their equivalent), each (other than with respect to clause (iv)) certified by the secretary or assistant secretary of each Credit Party as of the date of this Amendment to be true and correct and in force and effect pursuant to a certificate substantially in the form of the certificate delivered pursuant to Section 4.1(d) of the Credit Agreement:

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(v) Incumbency . An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

(e) Officer’s Certificate . Receipt by the Administrative Agent of a certificate, in form and substance reasonably satisfactory to it, of a Responsible Officer certifying that (i) the Borrower and each of the other Credit Parties on a consolidated basis are solvent as of the date hereof and (ii) the Borrower, on a consolidated basis with its Subsidiaries, is in pro forma compliance with all of the financial covenants in Section 5.9 of the Credit Agreement (as amended by this Amendment) on the date hereof.

(f) Consents . The Administrative Agent shall have received evidence that all necessary governmental, corporate, shareholder and third party consents and approvals, if any, in connection with the financings and other transactions contemplated hereby have been received and no condition exists which would reasonably be likely to restrain, prevent or impose any material adverse conditions on the transactions contemplated hereby.

(g) No Material Adverse Change . Since December 31, 2008 there has been no event or development which has had a Material Adverse Effect.

(h) Fees . Receipt by the Administrative Agent and the Lenders of all fees, if any, then owing by the Borrower to the Lenders, the Administrative Agent and the Lead Arrangers.

(i) Non-Pritzker Affiliate Existing Shareholders . The Borrower shall have disclosed to the Lenders in writing the identity of each Non-Pritzker Affiliate Existing Shareholder (as defined in the Credit Agreement as amended hereby).

(j) Additional Matters . All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Resignation of Existing Administrative Agent; Assignment and Assumption by Successor Administrative Agent .

(a) Pursuant to Section 8.9 of the Credit Agreement, Wachovia Bank, National Association (“ Wachovia ”), hereby resigns as Administrative Agent under the Credit Agreement and the other Credit Documents, effective upon the First Amendment Date. Each of the Borrower and the Lenders hereby waives the requirement for 30 days’ prior notice to the Borrower and Lenders prior to such resignation.

(b) Effectively immediately upon the First Amendment Date, Wachovia Bank, National Association (“ Wachovia ”) hereby assigns to Wells Fargo Bank, National Association (“ Wells Fargo ”), and Wells Fargo hereby assumes from Wachovia, all rights, powers and duties and obligations of the Administrative Agent under the Credit Agreement and the other Credit Documents.

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Wells Fargo shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean Wells Fargo as successor agent, and Wachovia’s rights, powers and duties as Administrative Agent shall terminate, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to the Credit Agreement or any holders of the Loans. The provisions of Section 8 of the Credit Agreement shall continue to inure to Wachovia’s benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Credit Agreement.

Section 4. Limitation on Utilization of Competitive Bid Subfacility . Upon the effectiveness of this Amendment, notwithstanding anything to the contrary in the Credit Agreement or other Credit Documents, the Borrower shall not request, and no Lender shall agree to make, or make, Competitive Loans to the Borrower, unless the Required Lenders have consented thereto in writing.

Section 5. Other Agents . Each of the parties hereto acknowledge that, as of the First Amendment Date, (i) Bank of America, N.A. has been awarded the title of “Documentation Agent” and shall be included as a Person identified as “Documentation Agent” under Section 8.11 of the Credit Agreement and (ii) each of Deutsche Bank AG New York and JPMorgan Chase Bank, N.A. has been awarded the title of “Syndication Agent” and shall be included as a Person identified as “Syndication Agent” under Section 8.11 of the Credit Agreement.

Section 6. Representations . The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization . This Amendment and the other Credit Documents executed and delivered in connection herewith have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower and the other Credit Parties, and each of this Amendment, Credit Agreement as amended by this Amendment, and each other such Credit Document constitutes a legal, valid and binding obligation of the Borrower and the other Credit Parties enforceable against the Borrower and any such Credit Party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment and each such Credit Document to which it is a party has been duly executed and delivered on behalf of the Borrower or the other Credit Parties, as the case may be.

(b) Compliance with Laws, etc . The execution and delivery by the Borrower and the other Credit Parties, as applicable, of this Amendment and the Credit Documents being executed in connection herewith, and the performance by the Borrower and the other Credit Parties, as applicable, of this Amendment, the Credit Agreement as amended by this Amendment, and such other Credit Documents will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien

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(other than Permitted Liens) in respect of any property of the Borrower or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other Material agreement or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected except to the extent that the same could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary, (c) violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries (except those as to which waivers or consents have been obtained) or (d) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of such Person.

(c) No Default . No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 7. Reaffirmation of Representations by Borrower . The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Credit Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full (except for those which expressly relate to an earlier date in which case such representations and warranties were true and correct as of such earlier date).

Section 8. Joinder of Lenders Providing Additional Loans . In connection with the Borrower’s incurring Additional Loans under (and as defined in) Section 2.5 of the Credit Agreement on the First Amendment Date, (i) each of UBS Loan Finance LLC (“UBS”), Citicorp North America, Inc. (“Citicorp”), Goldman Sachs Lending Partners LLC (“Goldman”) and Morgan Stanley Bank, N.A. (“MSB”) acknowledges and agrees that it shall be a Lender under the Credit Agreement having the respective Commitments identified on Schedule 2.1(a) and shall have all of the rights, remedies and obligations of a Lender under the Credit Agreement and the other Credit Documents to which it is a party, and (ii) the Borrower agrees, and the Administrative Agent acknowledges, that each of UBS, Citicorp, Goldman and MSB shall have all rights, remedies and obligations of a Lender under the Credit Agreement and the other Credit Documents to which it is a party.

Section 9. Certain References . Each reference to the Credit Agreement in any of the Credit Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 10. Expenses . The Borrower shall reimburse the Administrative Agent upon demand for all costs and expenses (including reasonable attorneys’ fees of one counsel for the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

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Section 11. Benefits . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 12. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 13. Effect . Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Credit Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

Section 14. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 15. Definitions . All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed as of the date first above written.


HYATT HOTELS CORPORATION

By:		/s/ Harmit Singh
Name:		Harmit Singh
Title:		Chief Financial Officer

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[Signature Page to First Amendment to Credit Agreement