Marriott International Inc /Md/ Sample Contracts

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INDENTURE
Indenture • August 1st, 2001 • Marriott International Inc /Md/ • Hotels & motels • New York
CBM JOINT VENTURE LLC, CBM I ACQUISITION, L.P.
Agreement and Plan of Merger • June 29th, 2000 • Marriott International Inc /Md/ • Hotels & motels • Delaware
Terms Agreement --------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Goldman, Sachs & Co. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center 250 Vesey Street New York, NY 10281-1326
Terms Agreement • March 28th, 2000 • Marriott International Inc /Md/ • Hotels & motels

Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC Goldman, Sachs & Co. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center 250 Vesey Street New York, NY 10281-1326

among
Credit Agreement • October 19th, 2001 • Marriott International Inc /Md/ • Hotels & motels
TO
Marriott International Inc /Md/ • March 16th, 1999 • Hotels & motels • New York
and
Registration Rights Agreement • August 1st, 2001 • Marriott International Inc /Md/ • Hotels & motels • New York
AMONG
Merger Agreement • January 15th, 1999 • Marriott International Inc /Md/ • Hotels & motels • New York
and
Rights Agreement • October 25th, 1999 • Marriott International Inc /Md/ • Hotels & motels • New York
ARTICLE I AMENDMENTS TO PURCHASE AGREEMENT
Amendment Agreement • July 22nd, 2003 • Marriott International Inc /Md/ • Hotels & motels • New York
EXHIBIT 10.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • July 22nd, 2003 • Marriott International Inc /Md/ • Hotels & motels • Delaware
EXHIBIT 10.9 U.S. $500,000,000 CREDIT AGREEMENT dated as of February 2, 1999
Credit Agreement • March 16th, 1999 • Marriott International Inc /Md/ • Hotels & motels • New York
EXHIBIT 10.6 RESTATED NONCOMPETITION AGREEMENT ---------------------------------
Noncompetition Agreement • May 8th, 1998 • Marriott International Inc /Md/ • Hotels & motels • Maryland
EXHIBIT 10.1 AGREEMENT FOR PURCHASE OF MEMBERSHIP INTEREST
Marriott International Inc /Md/ • July 22nd, 2003 • Hotels & motels • New York
RECITALS
Third Supplemental Indenture • May 8th, 1998 • Marriott International Inc /Md/ • Hotels & motels • New York
EXHIBIT 4.2 Registration Rights Agreement Dated As of January 16, 2001
Registration Rights Agreement • April 4th, 2001 • Marriott International Inc /Md/ • Hotels & motels • New York
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Terms Agreement
Terms Agreement • August 14th, 2020 • Marriott International Inc /Md/ • Hotels & motels • New York
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 28th, 2021 • Marriott International Inc /Md/ • Hotels & motels • New York

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of June 28, 2019 among MARRIOTT INTERNATIONAL, INC., a Delaware corporation (the “Company”), the banks listed on the signature pages hereof under the heading “Banks” (the “Banks”) and the other Lenders (as defined below) party hereto from time to time, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents (the “Syndication Agents”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder.

EXHIBIT 10.4 AGREEMENT FOR PURCHASE OF MEMBERSHIP INTEREST
Marriott International Inc /Md/ • July 22nd, 2003 • Hotels & motels • New York
SECOND AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • November 2nd, 2023 • Marriott International Inc /Md/ • Hotels & motels

This SECOND AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is made effective as of September 14, 2023 (the “Effective Date”), by and between Marriott International Administrative Services, Inc. (“Operator”), a corporation organized and existing under the laws of Delaware and a subsidiary of Marriott International, Inc. (“Marriott”), and J. Willard Marriott Jr., an individual (“Lessee”), who together are sometimes also referred to herein individually as a “Party” or collectively as “Parties.”

FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT MARRIOTT INTERNATIONAL, INC.
Restricted Stock Unit Agreement • February 22nd, 2006 • Marriott International Inc /Md/ • Hotels & motels

WHEREAS, on May 3, 2002, the Company adopted and approved the 2002 Marriott International, Inc. Comprehensive Stock and Cash Incentive Plan (the “Plan”); and

FORM OF MI SHARES AGREEMENT MARRIOTT INTERNATIONAL, INC. STOCK AND CASH INCENTIVE PLAN (ANNUAL GRANTS) Amended as of May 1, 2009
Shares Agreement • July 17th, 2009 • Marriott International Inc /Md/ • Hotels & motels

THIS AGREEMENT (the “Agreement”) is made on <<GRANT DATE>> (the “Grant Date”) by MARRIOTT INTERNATIONAL, INC. (the “Company”) and <<PARTICIPANT NAME>> (“Employee”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN MARRIOTT INTERNATIONAL, INC. and WSRH HOLDINGS, LLC, Dated as of April 27, 2005
Purchase and Sale Agreement • July 22nd, 2005 • Marriott International Inc /Md/ • Hotels & motels • New York

THIS PURCHASE AND SALE AGREEMENT is made as of the 27th day of April, 2005 by and between MARRIOTT INTERNATIONAL, INC. (“Marriott”), and WSRH HOLDINGS, LLC, a Delaware limited liability company, together with rights of assignment to Affiliates (the “Purchaser”).

FORM OF BUSINESS INTEGRATION PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR THE MARRIOTT INTERNATIONAL, INC. STOCK AND CASH INCENTIVE PLAN
Performance Share Unit Award Agreement • February 15th, 2018 • Marriott International Inc /Md/ • Hotels & motels

THIS AGREEMENT (the “Agreement”) is made on <<GRANT DATE>> (the “Grant Date”) by MARRIOTT INTERNATIONAL, INC. (the “Company”) and <<PARTICIPANT NAME>> (“Employee”).

MARRIOTT INTERNATIONAL, INC. Debt Securities UNDERWRITING AGREEMENT GENERAL TERMS AND PROVISIONS
Underwriting Agreement • March 5th, 2021 • Marriott International Inc /Md/ • Hotels & motels • New York

Marriott International, Inc., a Delaware corporation (the “Company”), proposes to enter into a Terms Agreement in the form of Annex I hereto (the “Terms Agreement”), which incorporates by reference these Underwriting Agreement General Terms and Provisions, and subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the Terms Agreement (such firms constituting the “Underwriters” with respect to the Terms Agreement and the securities specified therein) certain of its debt securities specified in Schedule II to the Terms Agreement (the “Securities”). The Terms Agreement, including these Underwriting Agreement General Terms and Provisions incorporated therein by reference, is herein referred to as this “Agreement.” The representative or representatives of the Underwriters, if any, specified in the Terms Agreement are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify

FORM OF EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT MARRIOTT INTERNATIONAL, INC. STOCK AND CASH INCENTIVE PLAN (OFF-CYCLE GRANTS)
Employee Non-Qualified Stock Option Agreement • February 12th, 2009 • Marriott International Inc /Md/ • Hotels & motels

THIS AGREEMENT (the “Agreement”) is made on <GRANT DATE> (the “Award Date”) by MARRIOTT INTERNATIONAL, INC. (the “Company”) and <PARTICIPANT NAME> (“Employee”).

STOCK APPRECIATION RIGHTS AGREEMENT MARRIOTT INTERNATIONAL, INC. STOCK AND CASH INCENTIVE PLAN
Stock Appreciation Rights Agreement • May 2nd, 2023 • Marriott International Inc /Md/ • Hotels & motels • Maryland

THIS AGREEMENT (the “Agreement”) is entered into on #GrantDate+C# (the “Grant Date”) by MARRIOTT INTERNATIONAL, INC. (the “Company”) and #ParticipantName+C# (“Employee”).

RECITALS
Lyons Allocation Agreement • May 8th, 1998 • Marriott International Inc /Md/ • Hotels & motels • New York
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