EXHIBIT 10.1

 

 

 

 

 

 

 

AMENDMENT NO. 1 dated as of July 23, 2002 among MARRIOTT INTERNATIONAL, INC., a Delaware corporation (the “Company”); the lenders party to the Credit Agreement referred to below (the “Lenders”); THE BANK OF NOVA SCOTIA, as Letter of Credit Agent (in such capacity, the “Letter of Credit Agent”), and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

 

The Company, the Lenders, the Letter of Credit Agent, and the Administrative Agent are parties to the Credit Agreement dated as of July 31, 2001 (as from time to time amended, the “Credit Agreement”). The Company has requested the Lenders to amend the Credit Agreement in certain respects, and the Required Lenders are willing so to amend the Credit Agreement, all on the terms and conditions set forth herein. Accordingly, the parties hereto hereby agree as follows:

 

SECTION 1.  Definitions.    Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

 

SECTION 2.  Amendments.    Subject to the Administrative Agent’s receipt of counterparts this Amendment No. 1, duly executed by the Company, the Required Lenders, the Letter of Credit Agent, and the Administrative Agent, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

 

A.  Leverage Ratio.    The definition of “Leverage Ratio” in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows:

 

“Leverage Ratio” means, as at the last day of any fiscal quarter of the Company ending on or after the date hereof, the ratio of:

 

(a)  Adjusted Total Debt as of such day, to

 

(b)  Consolidated EBITDA for the period of four fiscal quarters ending on such day; provided that amounts reflected on the consolidated statements of income and cash flows of the Company and its Subsidiaries that are directly attributable to the acquisition, pre-commencement and operation of Synthetic Fuel Facilities shall be excluded from the calculation of Consolidated EBITDA for purposes of determining the Leverage Ratio; and provided further that “Synthetic Fuel Facility” means any interest of the Company and its Subsidiaries in a facility which produces synthetic fuel that qualifies for tax credits based on Section 29 of the Code.

 

B.  Compliance Certificate.    Section 6.01(i) is amended by deleting the word “and” at the end of clause (ix) thereof, changing the period at the end of clause (x) thereof to a semicolon, and adding thereto a clause (xi) to read in its entirety as follows:

 

(xi)  contemporaneously with and as part of the certificates of compliance provided for under clauses (i) and (ii) above, a written statement signed by the Company substantially in the form of Exhibit H.

 

C.  Exhibit H.    A new Exhibit H is added to the Credit Agreement to be in the form of Exhibit H attached hereto.

 

D.  General.    References in the Credit Agreement to “this Agreement” (including indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

 

SECTION 3.  Representations and Warranties.    The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

 

(a)  the representations and warranties contained in Section 5.01 of the Credit Agreement (except the Excluded Representations) are correct on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date); and

 

(b)  no event has occurred and is continuing that constitutes a Default.

 

SECTION 4.  Miscellaneous.    Except as herein provided, the Credit Agreement and each of the other Loan Documents shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

The Borrower
MARRIOTT INTERNATIONAL, INC.
By		/s/    C.B. HANDLON
		Title:    Senior Vice President, Finance and Treasurer

 

Administrative Agent
CITIBANK, N.A.,     as Administrative Agent
By		/s/    DIANE POCKAJ
		Title:    Director

 

Letter of Credit Agent
THE BANK OF NOVA SCOTIA,     as Letter of Credit Agent
By		/s/    T.J. MCNAUGHT
		Title:    Director

 

The Lenders
CITIBANK, N.A.
By		/s/    DIANE POCKAJ
		Title:    Director

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THE BANK OF NOVA SCOTIA
By		/s/    T.J. MCNAUGHT
		Title:    Director

 

 

BANK OF AMERICA, N.A.
By		/s/    ANSEL L. MC DOWELL
		Title:    Principal

 

 

JPMORGAN CHASE BANK
By		/s/    JOHN F. MIX
		Title:    Vice President

 

 

FLEET NATIONAL BANK
By		/s/    ROGER C. BOUCHER
		Title:    Director

 

 

MELLON BANK, N.A.
By		/s/    MARIA N. SISTO
		Title:    Vice President

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MERRILL LYNCH BANK USA
By		/s/    LOUIS ALDER
		Title:    Vice President

 

SUNTRUST BANK
By		/s/    ANDREW J. HINES
		Title:    Director

 

HSBC BANK USA
By		/s/    ALAN VITULICH
		Title:    Vice President

 

COMERICA BANK
By		/s/    JEFFREY LAFFERTY
		Title:

 

DEUTSCHE BANK AG, NEW YORK BRANCH
By		/s/    STEVEN P. LAPHAM
		Title:    Director

 

BANCA DI ROMA—NEW YORK BRANCH
By		/s/    A. PAOLI
		Title:    Asst. Treasurer
By		/s/    C. STRIKE
		Title:    Vice President

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BANCA NAZIONALE DEL LAVORO S.P.A. New York Branch
By
		Title:

BARCLAYS BANK PLC
By		/s/    NICHOLAS BELL
		Title:    Director

THE BANK OF NEW YORK
By		/s/    STEVEN CAVALUZZO
		Title:    Vice President

CREDIT SUISSE FIRST BOSTON
By
		Title:

WACHOVIA BANK, NATIONAL ASSOCIATION
By		/s/     MICHAEL ROMANZO
		Title:    Assistant Vice President

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FUJI BANK
By
		Title:

SUMITOMO MITSUBISHI BANKING CORPORATION
By		/s/    EDWARD D. HENDERSON, JR.
		Title:    Joint General Manager

BANK OF HAWAII
By		/s/    LUKE YEH
		Title:    Vice President

ALLFIRST BANK
By		/s/    SHELLY M. TRIMBLE
		Title:    Vice President

BANK ONE, NA
By		/s/    DENNIS J. REDPATH
		Title:    Director, Capital Markets

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FIRST HAWAIIAN BANK
By		/s/    CHARLES L. JENKINS
		Title:    Vice President, Manager

 

CREDIT LYONNAIS NEW YORK BRANCH
By
		Title:

 

LEHMAN COMMERCIAL PAPER, INC.
By		/s/    MICHELE SWANSON
		Title:    Authorized Signatory

 

RIGGS BANK N.A.
By		/s/    D.H. KENNETH
		Title:

 

SANWA BANK LIMITED
By
		Title:

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WELLS FARGO BANK, NATIONAL ASSOCIATION
By
		Title:

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		As Reported		Impact of Synfuel		Excluding Synfuel
Operating Profit
Synfuel Losses
Reported Op Profit
Interest Expense
Interest Income
Corporate Admin
Non-Operating
Pretax Income
Taxes
Net Income
Effective Tax Rate

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