EXHIBIT 10.2

 

 

 

 

 

 

 

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”); CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK (successor to The Chase Manhattan Bank), as documentation agent for the Lenders (in such capacity, the “Documentation Agent”).

 

The Company, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent are parties to a $500,000,000 5-Year Credit Agreement dated as of February 2, 1999 (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 Administrative Agent, the Syndication Agent and the Documentation 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
		Name:    C.B. Handlon Title:      Senior Vice President, Finance and           Treasurer

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

The Syndication Agent
THE BANK OF NOVA SCOTIA, as Syndication Agent
By		/s/    T.J. MCNAUGHT
		Name:    T.J. McNaught Title:      Director

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The Documentation Agent
JPMORGAN CHASE BANK (successor to THE CHASE MANHATTAN BANK), as Documentation Agent
By		/s/    JOHN F. MIX
		Name:    John F. Mix Title:     Vice President

 

 

BANKS
CITIBANK, N.A.
By		/s/    DIANE POCKAJ
		Name:    Diane Pockaj Title:    Director

 

 

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

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

 

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

 

DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES
By
		Name: Title:

 

By
		Name: Title:

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

 

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

 

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

 

BANCA COMMERCIALE ITALIANA-NEW YORK BRANCH
By
		Name: Title:

 

By
		Name: Title:

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

SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By
		Name:     Title:

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

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

 

THE NORTHERN TRUST COMPANY
By
		Name: 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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