Exhibit 12 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2001 • Sodexho Alliance S A • Delaware
EXHIBIT 5 $735,000,000Credit Agreement • April 6th, 1998 • Sodexho Alliance S A • New York
EXHIBIT 7 AMENDMENT NO. 1 TO THE LOAN DOCUMENTSSodexho Alliance S A • April 6th, 1998 • New York
dated as of March 27, 1998 betweenStockholder Agreement • April 6th, 1998 • Sodexho Alliance S A • New York
RECITALSAmendment Agreement • April 6th, 1998 • Sodexho Alliance S A • New York
EXHIBIT 6 CREDIT AGREEMENT Dated as of January 30, 1998Credit Agreement • April 6th, 1998 • Sodexho Alliance S A • New York
EXHIBIT 8 AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • April 6th, 1998 • Sodexho Alliance S A • New York
EXHIBIT 99.4 OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and...Option Agreement • October 16th, 2000 • Sodexho Alliance S A • New York
EXHIBIT 9 ===================================================================== =========== TAX SHARING AND INDEMNIFICATION AGREEMENT Dated as of March 27, 1998Tax Sharing and Indemnification Agreement • April 15th, 1998 • Sodexho Alliance S A • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER dated as of September 30, 1997Agreement and Plan of Merger • April 6th, 1998 • Sodexho Alliance S A • New York
THE LENDER PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN TABLE OF CONTENTSSodexho Alliance S A • May 17th, 2001 • New York
Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"),...Assistance Agreement • May 17th, 2001 • Sodexho Alliance S A • New York
Marriott International, Inc. (to be renamed "Sodexho Marriott Services, Inc.") 10400 Fernwood Drive Bethesda, Maryland 20817Sodexho Alliance S A • May 17th, 2001
CONFORMED COPY TERM AND REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001Term and Revolving Facilities Agreement • May 17th, 2001 • Sodexho Alliance S A • England
R E C I T A L S:Stock Acquisition Agreement • October 16th, 2000 • Sodexho Alliance S A • Tennessee
WITNESSETH:Stock Purchase Agreement • October 16th, 2000 • Sodexho Alliance S A • Tennessee
AGREEMENTAgreement • May 22nd, 2001 • Sodexho Alliance S A
April 5, 2001Sodexho Alliance S A • May 17th, 2001 • Delaware
Sodexho Alliance, S.A. ("Sodexho") has requested access to certain information concerning the business, operations and assets of Sodexho Marriott Services, Inc. (the "Company") in connection with the performance of "due diligence" relating to a proposed acquisition by Sodexho of the shares of the Company that are not currently owned by Sodexho. Except to the extent that any of such information (i) is at the time of disclosure in the public domain; (ii) thereafter enters the public domain through no fault of Sodexho; (iii) was in Sodexho's possession without such restriction; (iv) is developed by Sodexho or its Representatives (as defined below) independently without reliance on such information; or (v) is required by law to be disclosed, all such information to which Sodexho is given access or which is made available to Sodexho by the Company or its advisors, after the date hereof and until the earlier of the closing of the proposed transaction or the termination of discussions with re
27 April 2001 Sodexho Alliance, S.A. 3 Avenue Newton 78180 Montigny-le- Bretonneux France Attention: Sian Herbert-Jones Dear Sirs Amendment Letter We refer to the Euro 1,720,000,000 and US$1,080,000,000 facility agreement dated 6 April 2001 between...Sodexho Alliance S A • May 17th, 2001
