Exhibit 99.(d)(7)
Marriott International, Inc.
(to be renamed "Sodexho Marriott Services, Inc.")
00000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
March 27, 1998
Re: Guaranty Fee for Guaranteed Senior Debt
Sodexho Alliance, S.A.
0, xxxxxx Xxxxxx
00000 Xxxxxxxx-xx-Xxxxxxxxxx
Xxxxxx
Ladies and Gentlemen:
Reference is made to the Omnibus Restructuring Agreement (the "Omnibus
Agreement") dated as of September 30, 1997, as amended, among Marriott
International, Inc. (to be renamed "Sodexho Marriott Services, Inc.") (the
"Borrower"), Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho
Alliance, S.A. (the "Guarantor") and International Catering Corporation.
Pursuant to Section 3(d) of the Omnibus Agreement, the Borrower agreed to pay
the Guarantor a guarantee fee equal to 0.5% per annum of the outstanding
principal amount of the Borrower's indebtedness guaranteed by the Guarantor.
The purpose of this letter is to set forth certain terms and conditions
governing the payment of such guarantee fee.
The Borrower hereby acknowledges that the Guarantor is executing as of the
date hereof a Sodexho Guaranty (the "Guaranty") in favor of the Lender Parties
(as defined in the Guaranty). In consideration of the agreement of the
Guarantor to execute and perform the Guaranty, the Borrower hereby agrees as
follows:
1. On the last day of each fiscal quarter of the Borrower occurring after
the date hereof, the Borrower shall pay to the Guarantor a fee (the "Guaranty
Fee") equal to 0.5% per annum of the daily average aggregate principal amount
of advances outstanding under the Credit Agreement (as defined in the Guaranty)
during such quarter.
2. Subject to Section 5 of the Guaranty, to the extent that the Guarantor
makes any payments under the Guaranty, the Guarantor shall have a claim against
the Borrower for reimbursement in the amount of any and all such payments, plus
any costs associated with enforcing such claim. The right of the Guarantor to
so proceed against the Borrower shall survive the termination of the Guaranty.
3. The Borrower's obligations to pay the Guaranty Fee hereunder shall remain
in full force and effect from the date hereof until the date upon which the
Guaranty is terminated and all amounts accrued hereunder shall have been paid
in full.
This letter agreement shall be governed by New York law.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
(to be renamed "Sodexho Marriott
Services, Inc.")
/s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
Accepted and agreed as of
the date first above written:
SODEXHO ALLIANCE, S.A.
/s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
