INDENTURE OFFICERS CERTIFICATE
MARRIOTT INTERNATIONAL, INC.
A. 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:
1. The designations of the Securities shall be the Floating Rate Series BB Notes due 2021 (the Floating Rate Notes) (CUSIP number 571900 BA6).
2. The aggregate principal amount of the Floating Rate Notes which may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Floating Rate Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for Floating Rate 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 $300,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.
3. Subject to the provisions of Section 307 of the Indenture, interest will be payable to the Person in whose name a Floating Rate Note (or any predecessor Floating Rate Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date in respect of such Floating Rate Note.
4. The principal amount of the Floating Rate Notes shall be payable in full on March 8, 2021, subject to and in accordance with the provisions of the Indenture.
5. The Floating Rate Notes shall bear interest from March 8, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at a rate per annum equal to the initial interest rate and thereafter at an interest rate that will be reset as provided in the form of Floating Rate Note attached hereto as Annex A, in each case equal to LIBOR (as defined in Annex A) plus 0.650%, computed on the basis of the actual number of days and a 360-day year. Interest is payable quarterly in arrears on March 8, June 8, September 8 and December 8 of each year (each as may be adjusted as provided below), beginning on June 8, 2019, until the principal amount of the Floating Rate Notes has been paid or duly provided for. February 22, May 25, August 25 and November 24 (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.