Exhibit 10(d)
AMENDMENT NO. 1 TO THE LOAN DOCUMENTS
As of March 19, 1998
To the Lender Parties parties to the Credit Agreement
referred to below and to ▇▇▇▇▇▇ Guaranty Trust
Company of New York as the Documentation Agent
and the Administrative Agent for the Lender Parties
and the other Secured Parties thereunder
(the "Administrative Agent")
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of January 30, 1998 (the
"Credit Agreement"), among Sodexho Marriott Operations, Inc. (the "Borrower"),
Marriott International, Inc. (to be renamed Sodexho Marriott Services, Inc., the
"Parent Guarantor"), the Administrative Agent and each of you. Capitalized terms
not otherwise defined in this Letter Amendment shall have the same meanings as
specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
SECTION 1. Amendments of the Credit Agreement. (a) Section 1.01 of
the Credit Agreement is hereby amended by adding in the appropriate alphabetical
order the following new definitions:
"'Bank Hedge Agreement' means any interest rate Hedge
Agreement that is entered into by and between the Borrower or the
Parent Guarantor and any of the Lenders to hedge interest rate
exposure in respect of Debt under this Agreement or any Guaranteed
Senior Debt.
'Hedge Bank' means any Person that is a Lender, in its
capacity as a party to a Bank Hedge Agreement."
(b) The definition of "Debt" is hereby amended by adding at the end
of clause (i) thereof the following phrase:
"; provided, however, for purposes of calculating the financial
covenants in Section 5.04 hereof, the term "Debt" shall exclude
obligations in respect of surety bonds and performance bonds with
respect to client contracts or bids therefor entered into by the
Parent Guarantor or any of its Subsidiaries in the ordinary course
of business; provided, further, that the term "Debt" shall include
such surety bonds and performance bonds to the extent they exceed 2%
of Consolidated net sales for the immediately preceding four Fiscal
Quarters if the Leverage Ratio (calculated by including any amount
of such surety bonds
2
and performance bonds in excess of 2% of Consolidated net sales for
such period) exceeds 3.0:1.0."
(c) The definition of "Loan Documents" is hereby amended in its
entirety to read as follows:
"'Loan Documents' means (a) for purposes of this Agreement and
the Notes and any amendment or modification hereof or thereof and
for all other purposes other than for purposes of the Guarantees and
the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii)
the Guarantees, (iv) the Collateral Documents, (v) each Letter of
Credit Agreement and (vi) the agreement related to the fees referred
to in Section 2.08, and (b) for purposes of the Guarantees and the
Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the
Guarantees, (iv) the Collateral Documents, (v) each Letter of Credit
Agreement, (vi) the agreement related to the fees referred to in
Section 2.08 and (vii) the Bank Hedge Agreements, in each case as
amended or otherwise modified from time to time.
(d) The definition of "MMS" is hereby amended by adding after the
word "corporation" at the end thereof the parenthetical "(to be renamed Sodexho
Marriott Management, Inc. on or before the Funding Date)".
(e) The definition of "Secured Parties" is hereby amended by adding
after the phrase "Lender Parties" in the first line thereof the phrase ", the
Hedge Banks".
(f) The definition of "Subsidiary Guarantors" is hereby amended by
adding after the phrase "Marriott Laundry Services, Inc., a Delaware
corporation" in the third line thereof the parenthetical "(to be renamed Sodexho
Marriott Laundry Services, Inc. on or before the Funding Date)".
(g) Section 5.02(b) is hereby amended (i) by deleting the word "and"
at the end of clause (ix) thereof, (ii) by adding a new clause (x) to read as
follows:
"(x) Debt in respect of surety bonds and performance bonds
with respect to client contracts or bids therefor entered into by
the Parent Guarantor or any of its Subsidiaries in the ordinary
course of business; and"
(iii) by renumbering the existing clause (x) thereof as clause (xi), and (iv) by
deleting the parenthetical "(ix)" in clause (xi) and substituting therefor the
parenthetical "(x)".
(h) Section 6.04 of the Credit Agreement is hereby amended in its
entirety to read as follows:
3
"Subrogation. The Parent Guarantor will not exercise any
rights that it may now or hereafter acquire against the Borrower or
any other insider guarantor that arise from the existence, payment,
performance or enforcement of the Guarantor's Obligations under this
Parent Guaranty or any other Loan Document, including, without
limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any
claim or remedy of the Administrative Agent or any other Secured
Party against the Borrower or any other insider guarantor or any
Collateral, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower or any
other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security
on account of such claim, remedy or right, unless and until all of
the Obligations and all other amounts payable under this Parent
Guaranty shall have been paid in full in cash, all of the Bank Hedge
Agreements shall have expired or been terminated and the Commitments
shall have expired or been terminated. If any amount shall be paid
to the Parent Guarantor in violation of the preceding sentence at
any time prior to the latest of (i) the payment in full in cash of
the Guaranteed Obligations and all other amounts payable under this
Parent Guaranty, (ii) the expiration or termination of the Bank
Hedge Agreements and (iii) the Termination Date, such amount shall
be held in trust for the benefit of the Administrative Agent and the
other Secured Parties and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Parent
Guaranty, whether matured or unmatured, in accordance with the terms
of the Loan Documents, or to be held as Collateral for any
Guaranteed Obligations or other amounts payable under this Parent
Guaranty thereafter arising. If (i) the Parent Guarantor shall make
payment to the Administrative Agent or any other Secured Party of
all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this
Parent Guaranty shall be paid in full in cash, (iii) all of the Bank
Hedge Agreements shall have expired or been terminated, and (iv) the
Termination Date shall have occurred, the Administrative Agent and
the other Secured Parties will, at the Parent Guarantor's request
and expense, execute and deliver to the Parent Guarantor appropriate
documents, without recourse and without representation and warranty,
necessary to evidence the transfer by subrogation to the Parent
Guarantor of an interest in the Guaranteed Obligations resulting
from such payment by the Parent Guarantor."
(i) Section 6.05 of the Credit Agreement is hereby amended to (i)
delete the phrase "later of" in the second line thereof and replace it with the
phrase "latest of (i)", (ii) delete after the word "Guaranty" in the third line
thereof the word "and", and (iii) add after the word "Guaranty" in the third
line thereof the phrase ", (ii) the expiration or termination of all of the Bank
Hedge Agreements and (iii)".
4
(j) Schedule 4.01(b) to the Credit Agreement is hereby replaced with
Schedule 4.01(b) attached hereto.
SECTION 2. Amendments to Exhibit D (Form of Security Agreement) to
the Credit Agreement (hereinafter referred to as the "Security Agreement"). (a)
The recital of parties to the Security Agreement is hereby amended (i) to add
after the words "MARRIOTT MANAGEMENT SERVICES CORP., a New York corporation" in
the fourth line thereof the parenthetical "(to be renamed Sodexho Marriott
Management, Inc. on or before the Funding Date)", and (ii) to add after the
words "MARRIOTT LAUNDRY SERVICES, INC., a Delaware corporation" in the sixth
line thereof the parenthetical "(to be renamed Sodexho Marriott Laundry
Services, Inc. on or before the Funding Date)".
(b) The Preliminary Statements to the Security Agreement are hereby
amended (i) to add after clause (3) thereof the following new clause (4) to read
as follows:
"(4) The Borrower or the Parent Guarantor may from time to
time hereafter enter into Hedge Agreements with one or more Lenders
to hedge interest rate exposure in respect of Debt under the Credit
Agreement or Guaranteed Senior Debt (collectively, the "Bank Hedge
Agreements")."
(ii) to renumber the existing clause (4) thereof as clause (5) thereof, (iii) to
amend clause (5) to add after the phrase "Credit Agreement" at the end of the
second line thereof the phrase "and the entering into by the Hedge Banks of the
Bank Hedge Agreements from time to time", and (iv) to amend the following
paragraph thereto by adding after the word "Agreement" in the third line thereof
the following "and the Hedge Banks to enter into the Bank Hedge Agreements".
(c) Section 15 (b) of the Security Agreement is hereby amended to
add after the first sentence thereof the following:
"In determining the amounts owing to the Hedge Banks under the
Bank Hedge Agreements, the Administrative Agent shall be entitled to
rely, and be fully protected in relying, upon the Agreement Values
of the Bank Hedge Agreements. The term "Agreement Value" means, with
respect to any of the Bank Hedge Agreements at any date of
determination, the amount, if any, that would be payable to the
Hedge Bank party to such Bank Hedge Agreement in respect of any
"agreement value" under such Bank Hedge Agreement if such Bank Hedge
Agreement were terminated on such date, calculated as provided in
such Bank Hedge Agreement. Each determination of the Agreement Value
of any of the Bank Hedge Agreements shall be made by the
Administrative Agent in good faith and in reliance on any
information (including information provided
5
by such Hedge Bank) that it believes to be accurate, but without any
obligation to verify such information."
(d) Section 20 of the Security Agreement is hereby amended to (i)
delete the phrase "later of" in the third line thereof and replace it with the
phrase "latest of (i)", (ii) delete after the word "Obligations" in the third
line thereof the word "and", and (iii) add after the word "Obligations" in the
third line thereof the phrase ", (ii) the expiration or termination of all of
the Bank Hedge Agreements and (iii)".
(e) Section 21(d) is hereby amended to (i) delete the phrase "later
of" in the first line thereof and replace it with the phrase "latest of (i)" and
(ii) add after the word "Obligations" in the first line thereof the phrase ",
(ii) the expiration or termination of all of the Bank Hedge Agreements and
(iii)".
SECTION 3. Amendment to Exhibit E (Form of Subsidiary Guaranty) to
the Credit Agreement (hereinafter referred to as the "Subsidiary Guaranty"). (a)
The recital of parties to the Subsidiary Guaranty is hereby amended (i) to add
after the words "MARRIOTT MANAGEMENT SERVICES CORP., a New York corporation" in
the third line thereof the parenthetical "(to be renamed Sodexho Marriott
Management, Inc. on or before the Funding Date)", and (ii) to add after the
words "MARRIOTT LAUNDRY SERVICES, INC., a Delaware corporation" in the fifth
line thereof the parenthetical "(to be renamed Sodexho Marriott Laundry
Services, Inc. on or before the Funding Date)".
(b) The Preliminary Statements to the Subsidiary Guaranty are hereby
amended (i) to add after clause (2) thereof the following new clause (3) to read
as follows:
"(3) The Borrower or the Parent Guarantor may from time to
time hereafter enter into Hedge Agreements with one or more Lenders
to hedge interest rate exposure in respect of Debt under the Credit
Agreement or Guaranteed Senior Debt (collectively, the "Bank Hedge
Agreements")."
(ii) to renumber the existing clause (3) thereof as clause (4) thereof, (iii) to
amend clause (4) to add after the phrase "Credit Agreement" in the second line
thereof the phrase "and the entering into by the Hedge Banks of the Bank Hedge
Agreements from time to time", and (iv) to amend the following paragraph thereto
by adding after the word "Agreement" in the third line thereof the following
"and the Hedge Banks to enter into the Bank Hedge Agreements".
(c) Section 4 of the Subsidiary Guaranty is hereby amended in its
entirety to read as follows:
"Subrogation. Each Guarantor hereby agrees not to exercise any
rights that it may now or hereafter acquire against any of the other
Loan Parties or any other insider guarantor that arise from the
existence, payment, performance or enforcement of the Obligations of
such Guarantor under this Guaranty or any
6
other Loan Document, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy
of the Administrative Agent or any other Secured Party against such
other Loan Party or any other insider guarantor or any Collateral,
whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the
right to take or receive from such other Loan Party or any other
insider guarantor, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account
of such claim, remedy or right, unless and until all of the
Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all of the Bank Hedge
Agreements shall have expired or been terminated and the Commitments
shall have expired or been terminated. If any amount shall be paid
to any Guarantor in violation of the preceding sentence at any time
prior to the latest of (i) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this
Guaranty, (ii) the expiration or termination of the Bank Hedge
Agreements and (iii) the Termination Date, such amount shall be held
in trust for the benefit of the Administrative Agent and the other
Secured Parties and shall forthwith be paid to the Administrative
Agent to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Loan Documents, or to
be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) any
Guarantor shall make payment to the Administrative Agent or any
other Secured Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall be paid in full in cash,
(iii) all of the Bank Hedge Agreements shall have expired or been
terminated, and (iv) the Termination Date shall have occurred, the
Administrative Agent and the other Secured Parties will, at the
Parent Guarantor's request and expense, execute and deliver to such
Guarantor appropriate documents, without recourse and without
representation and warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by such Guarantor."
(d) Section 7 of the Subsidiary Guaranty is hereby amended by (i)
deleting the word "or" in the fifth line thereof and replacing it with a "," and
(ii) adding after the word "Agreement" in the sixth line thereof the phrase "or
any Bank Hedge Agreement shall remain in effect".
(e) Section 13 of the Subsidiary Guaranty is hereby amended by (i)
deleting the phrase "later of" in the second line thereof and replacing it with
the phrase "latest of (i)", (ii) deleting the word "and" after the word
"Guaranty" in the third line thereof and (iii) adding
7
after the word "Guaranty" in the third line thereof the phrase "(ii) the
expiration or termination of all of the Bank Hedge Agreements, and (iii)".
SECTION 4. Amendment to Exhibit F to the Credit Agreement
(hereinafter referred to as the "Pledge Agreement"). (a) The Preliminary
Statements to the Pledge Agreement are hereby amended (i) to add after clause
(2) thereof the following new clause (3) to read as follows:
"(3) The Borrower or the Parent Guarantor may from time to
time hereafter enter into Hedge Agreements with one or more Lenders
to hedge interest rate exposure in respect of Debt under the Credit
Agreement or Guaranteed Senior Debt (collectively, the "Bank Hedge
Agreements")."
(ii) to renumber the existing clause (3) thereof as clause (4) thereof, (iii) to
amend clause (4) to add after the phrase "Credit Agreement" in the second line
thereof the phrase "and the entering into by the Hedge Banks of the Bank Hedge
Agreements from time to time", and (iv) to amend the following paragraph thereto
by adding after the word "Agreement" in the third line thereof the following
"and the Hedge Banks to enter into the Bank Hedge Agreements".
(b) Section 12 (b) of the Pledge Agreement is hereby amended to add
after the first sentence thereof the following:
"In determining the amounts owing to the Hedge Banks under the
Bank Hedge Agreements, the Administrative Agent shall be entitled to
rely, and be fully protected in relying, upon the Agreement Values
of the Bank Hedge Agreements. The term "Agreement Value" means, with
respect to any of the Bank Hedge Agreements at any date of
determination, the amount, if any, that would be payable to the
Hedge Bank party to such Bank Hedge Agreement in respect of any
"agreement value" under such Bank Hedge Agreement if such Bank Hedge
Agreement were terminated on such date, calculated as provided in
such Bank Hedge Agreement. Each determination of the Agreement Value
of any of the Bank Hedge Agreements shall be made by the
Administrative Agent in good faith and in reliance on any
information (including information provided by such Hedge Bank) that
it believes to be accurate, but without any obligation to verify
such information."
(c) Section 17 of the Pledge Agreement is hereby amended to (i)
delete the phrase "later of" in the third line thereof and replace it with the
phrase "latest of (i)", (ii) delete after the word "Obligations" in the third
line thereof the word "and", and (iii) add after the word "Obligations" in the
third line thereof the phrase ", (ii) the expiration or termination of all of
the Bank Hedge Agreements and (iii)".
(d) Section 19 of the Pledge Agreement is hereby amended to (i)
delete the phrase "later of" in the first line thereof and replace it with the
phrase "latest of (i)", (ii) delete
8
after the word "Obligations" in the second line thereof the word "and", and
(iii) add after the word "Obligations" in the second line thereof the phrase ",
(ii) the expiration or termination of all of the Bank Hedge Agreements and
(iii)".
SECTION 5. Conditions of Effectiveness of this Letter Amendment.
This Letter Amendment shall become effective as of the date first above written
when the Administrative Agent shall have received counterparts of this Letter
Amendment executed by the Borrower, the Parent Guarantor and the Required
Lenders. This Letter Amendment is subject to the provisions of Section 9.01 of
the Credit Agreement.
SECTION 6. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Letter Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and the
Parent Guaranty (set forth in Article VI of the Credit Agreement) to the "Credit
Agreement" or "this Agreement", or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended
hereby, and each reference in Article VI of the Credit Agreement to "hereunder",
"hereof" or words of like import referring to the Parent Guaranty shall mean and
be a reference to the Parent Guaranty as amended hereby.
(b) The Credit Agreement and the Parent Guaranty, as specifically
amended by this Letter Amendment, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender Party under the Credit Agreement or the
Parent Guaranty, nor constitute a waiver of any provision of the Credit
Agreement or the Parent Guaranty.
SECTION 7. Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses of the Administrative agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Letter Amendment (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the terms
of Section 9.04(a) of the Credit Agreement.
SECTION 8. Execution in Counterparts. This Letter Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Letter Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Letter Amendment.
9
SECTION 9. Governing Law. This Letter Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
Very truly yours,
SODEXHO MARRIOTT OPERATIONS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: V.P. and Treasurer
10
Consented and agreed to as of the date
first above written:
The Administrative Agent
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
The Initial Lenders and the Initial Issuing Banks
SOCIETE GENERALE
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
------------------------------------
Title: Senior Relationship Manager
BANQUE NATIONALE DE PARIS
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Assistant Vice President
BANQUE PARIBAS
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
CIBC INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Executive Director
12
CAISSE CENTRALE DES BANQUES
POPULAIRES
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Directeur Adjoint
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Foude de Pouvoirs Principal
THE CHASE MANHATTAN BANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: Vice President
CITIBANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Attorney-in-Fact
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Vice President
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: First Vice President
13
CREDIT AGRICOLE INDOSUEZ
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: First Vice President
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
CREDIT COMMERCIAL DE FRANCE
NEW YORK BRANCH
By____________________________________
Title:
By____________________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By____________________________________
Title:
DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Senior Vice President
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
14
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Senior Vice President
MELLON BANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Title:
NATEXIS BANQUE
By /s/ ▇▇▇▇▇▇ ▇. van Tudler
------------------------------------
Title: Vice President and Manager
By /s/ ▇▇▇▇ ▇▇▇▇
------------------------------------
Title: Assistant Vice President
NATIONSBANK, N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
15
▇▇▇▇▇ BANK N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc
By____________________________________
Title:
16
CONSENT
As of March 19, 1998
Reference is made to Amendment No. 1 to the Loan Documents dated as
of March 19, 1998 (the "Letter Amendment"; the terms defined in the Letter
Amendment and not otherwise defined herein being used herein as therein
defined), among Sodexho Marriott Operations, Inc., the Lender Parties named
therein, Marriott International Inc. (to be renamed Sodexho Marriott Services,
Inc.), and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Documentation Agent and
Administrative Agent for the Lender Parties.
The undersigned, as the guarantor under the Parent Guaranty dated
January 30, 1998 (as amended through the date hereof, the "Parent Guaranty") in
favor of the Administrative Agent, on behalf of the Secured Parties referred to
therein hereby consents to the execution, delivery and performance of the Letter
Amendment and agrees that the Parent Guaranty is, and shall continue to be, in
full force and effect and is hereby in all respects ratified and confirmed,
except that, on and after the effective date of the Letter Amendment, each
reference in the Parent Guaranty to "the Agreement" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by the Letter Amendment.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
MARRIOTT INTERNATIONAL, INC. (to be
renamed SODEXHO MARRIOTT SERVICES,
INC.), as Parent Guarantor
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President and Treasurer