EXHIBIT 7
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 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:
"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)".
(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 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 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 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 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.
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
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
THE BANK OF NEW YORK
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
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
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
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
▇▇▇▇▇ BANK N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc
By
-----------------------------------------
Title:
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
