Exhibit 4(a)
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of March 10, 1998, by
and among MARRIOTT INTERNATIONAL, INC. (the "Company"), a Delaware corporation,
and THE CHASE MANHATTAN BANK, formerly known as CHEMICAL BANK, a New York
banking corporation, as trustee (the "Trustee"). Capitalized terms used herein
and not defined herein shall have the meanings ascribed to such terms in the
Indenture (as defined below).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to an Indenture
dated as of December 1, 1993 (the "Original Indenture" and, as it has been and
may be further amended or supplemented from time to time by one or more
supplemental indentures entered into pursuant to the applicable provisions
thereof, the "Indenture"), providing for the issuance of Debt Securities;
WHEREAS, the Company's 6.750% Series A Senior Notes Due December 15,
2003 (the "Series A Senior Notes") are Debt Securities issued pursuant to the
Original Indenture, as amended and supplemented by the First Supplemental
Indenture dated as of December 9, 1993 by and between the Company and the
Trustee (the "First Supplemental Indenture");
WHEREAS, Series A Senior Notes in the aggregate principal amount of
$150 million are Outstanding Debt Securities;
WHEREAS, Section 11.02 of the Original Indenture provides that the
Company and the Trustee may enter into a supplemental indenture with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Outstanding Debt Securities of each series affected by such supplemental
indenture voting separately;
WHEREAS, the Company desires to amend certain provisions of the
Original Indenture and the First Supplemental Indenture affecting the Series A
Senior Notes, as set forth in Articles I and II hereof;
WHEREAS, the Holders of at least a majority in aggregate principal
amount of the Series A Senior Notes outstanding have consented to the amendments
to be effected by this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth Supplemental
Indenture a valid agreement, in accordance with its terms, have been done.
NOW, THEREFORE, for and in consideration of the promises and of the
mutual covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
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parties agree, for the equal and proportionate benefit of all Holders of the
Series A Senior Notes, as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL INDENTURE
SECTION 1.01. Amendments to Articles Five, Seven, Ten and Twelve.
Effective upon the date the Company accepts Series A Senior Notes for purchase
and payment pursuant to the Offer to Purchase and Consent Solicitation Statement
and accompanying Consent and Letter of Transmittal for the Series A Senior
Notes, dated February 25, 1998, and any amendments, modifications or supplements
thereto (the "Offer to Purchase and Consent Solicitation Statement"), unless,
prior to that time, the Company, by written notice to the Trustee, has
terminated this Fifth Supplemental Indenture:
(i) Sections 5.01(5) through (8), 7.04, 10.01, 12.06, 12.07 and
12.08 of the Original Indenture are hereby amended by deleting all such
sections and all references thereto in their entirety, including without
limitation all references, direct or indirect, thereto in Section 6.02.
Section 5.01(9) is hereby renumbered Section 5.01(5).
(ii) Section 10.02 of the Original Indenture is hereby renumbered as
Section 10.01 and modified to read as follows:
"SECTION 10.01. Successor Corporation Substituted.
Upon any consolidation with or merger into any other corporation or
other Person, or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety, the successor corporation or Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor corporation or Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Debt Securities."
ARTICLE II
AMENDMENTS TO FIRST SUPPLEMENTAL INDENTURE
SECTION 2.01. Amendments to Articles One and Two. Effective upon the
date the Company accepts Series A Senior Notes for purchase and payment pursuant
to the Offer to Purchase and Consent Solicitation Statement, unless, prior to
that time, the Company, by written notice to the Trustee, has terminated this
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Fifth Supplemental Indenture, Sections 1.02(II), 1.02(III) and 1.02(IV) of the
First Supplemental Indenture (and the definitions in Section 2.01 of the First
Supplemental Indenture that relate to such Sections) are hereby amended by
deleting all such sections and all references thereto in their entirety.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Section 11.02 of the Indenture; Time Amendments Become
Operative. This Fifth Supplemental Indenture is a supplemental indenture
pursuant to Section 11.02 of the Indenture. Upon execution and delivery of this
Fifth Supplemental Indenture, the terms and conditions of this Fifth
Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, and all the terms and conditions of both
shall be read together as though they constitute one and the same instrument,
except that in case of conflict, the provisions of this Fifth Supplemental
Indenture will control. Notwithstanding an earlier execution date, the
amendments contained in this Fifth Supplemental Indenture shall not become
operative until the date upon which the Company accepts the Series A Senior
Notes for purchase and payment pursuant to the Offer to Purchase and Consent
Solicitation Statement. The Company shall promptly notify the Trustee that this
Fifth Supplemental Indenture has become operative.
SECTION 3.02. Full Force and Effect. Except as they have been
modified in this Fifth Supplemental Indenture, each and every term and provision
of the Indenture shall continue in full force and effect, and all references to
the Indenture in the Indenture shall be deemed to mean the Indenture as
supplemented and amended pursuant hereto.
SECTION 3.03. Counterparts. This Fifth Supplemental Indenture may be
executed in any number of counterparts and in separate counterparts, each of
which when so executed shall be deemed to be an original, but all of which
counterparts shall together constitute but one and the same instrument.
SECTION 3.04. Governing Law. This Fifth Supplemental Indenture shall
be governed by the laws of the State of New York.
SECTION 3.05. Headings. The headings of the Articles and Sections of
this Fifth Supplemental Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof and shall in no way
modify or restrict any of the terms and provisions hereof.
SECTION 3.06. No Effect on Other Series. This Fifth Supplemental
Indenture relates solely to the Series A Senior Notes and shall have no force or
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effect with respect to any other series of Outstanding Debt Securities under the
Indenture.
SECTION 3.07. No Recitals or Representations by Trustee. The
recitals contained herein shall be taken as the statements of the Company and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Fifth Supplemental
Indenture.
IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental
Indenture to be duly executed as of the day and year first above written.
MARRIOTT INTERNATIONAL, INC.
Attest: /s/ Ward R. Cooper By: /s/ Carolyn B. Handlon
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Name: Ward R. Cooper Name: Carolyn B. Handlon
Title: Assistant Secretary Title: VP and Assistant Treasurer
THE CHASE MANHATTAN BANK
Attest: /s/ Kathleen Perry By: /s/ Andrew M. Deck
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Name: Kathleen Perry Name: Andrew M. Deck
Title: (Second Vice President) Title: Vice President
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