INDENTURE OFFICERS CERTIFICATE
MARRIOTT INTERNATIONAL, INC.
THE UNDERSIGNED CAROLYN B. HANDLON AND STEPHANIE N. CARRICK OF MARRIOTT INTERNATIONAL, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE (THE COMPANY), HEREBY CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE (THE INDENTURE), DATED AS OF NOVEMBER 16, 1998, BETWEEN THE COMPANY AND THE BANK OF NEW YORK MELLON, SUCCESSOR TO JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), AS TRUSTEE (THE TRUSTEE), THAT THERE IS HEREBY ESTABLISHED A SERIES OF SECURITIES (AS THAT TERM IS DEFINED IN THE INDENTURE), THE TERMS OF WHICH SHALL BE AS FOLLOWS:
A. The designations of the Securities shall be the 3.500% Series GG Notes due 2032 (the Notes) (CUSIP number 571903 BF9).
B. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is initially limited to US $1,000,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.
C. Subject to the provisions of Section 307 of the Indenture, interest will be payable to the Person in whose name a Note (or any predecessor Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date in respect of such Note.
D. The principal amount of the Notes shall be payable in full on October 15, 2032 subject to and in accordance with the provisions of the Indenture.
E. The Notes shall bear interest at the rate of 3.500% per annum, subject to adjustment as described in Section F hereof, from August 14, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2021, until the principal amount of Notes has been paid or duly provided for. April 1 and October 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be the Regular Record Date for interest payable on such Interest Payment Date.
F. The interest rate payable on the Notes will be subject to adjustment from time to time if either Moodys or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.