Exhibit 10(c)
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
As of March 19, 1998
To the Lender Parties parties to the Credit Agreement
referred to below and to Societe Generale as the
Administrative Agent for the Lender Parties and the other
Secured Parties thereunder (the "Administrative Agent") and
Morgan Guaranty Trust Company of New York as Documentation
Agent for the Lender Parties and the other Secured Parties
thereunder (the "Documentation Agent")
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of January 30, 1998 (the
"Credit Agreement"), among Marriott International, Inc. (to be renamed Sodexho
Marriott Services, Inc., the "Borrower"), the Administrative Agent, the
Documentation Agent and each of you. Capitalized terms not otherwise defined in
this Letter Amendment shall have the same meanings as specified in the Credit
Agreement.
It is hereby agreed by you and us as follows:
SECTION 1. Amendments of the Credit Agreement. (a) Section 1.01 of the
Credit Agreement is hereby amended by amending the definition of "Debt" therein
by adding at the end of clause (i) thereof the following phrase:
"; provided, however, for purposes of calculating the financial
covenants in Section 5.04 hereof, the term "Debt" shall exclude
obligations in respect of surety bonds and performance bonds with
respect to client contracts or bids therefor entered into by the
Borrower or any of its Subsidiaries in the ordinary course of
business; provided, further, that the term "Debt" shall include such
surety bonds and performance bonds to the extent they exceed 2% of
Consolidated net sales for the immediately preceding four Fiscal
Quarters if the Leverage Ratio (calculated by including any amount
of such surety bonds and performance bonds in excess of 2% of
Consolidated net sales for such period) exceeds 3.0:1.0."
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(b) Section 5.02(b) is hereby amended (i) by deleting the word "and"
at the end of clause (ix) thereof, (ii) by adding a new clause (x) to read as
follows:
"(x) Debt in respect of surety bonds and performance bonds
with respect to client contracts or bids therefor entered into by
the Borrower or any of its Subsidiaries in the ordinary course of
business; and"
(iii) by renumbering the existing clause (x) thereof as clause (xi), and (iv) by
deleting the parenthetical "(ix)" in clause (xi) and substituting therefor the
parenthetical "(x)".
(c) Schedule 4.01(b) to the Credit Agreement is hereby replaced with
Schedule 4.01(b) attached hereto.
SECTION 2. Conditions of Effectiveness of this Letter Amendment.
This Letter Amendment shall become effective as of the date first above written
when the Administrative Agent shall have received counterparts of this Letter
Amendment executed by the Borrower and the Required Lenders. This Letter
Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Letter Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes to "the
Credit Agreement", or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended hereby.
(b) The Credit Agreement, as specifically amended by this Letter
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender Party under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses of the Administrative agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Letter Amendment (including, without limitation, the reasonable fees and
expenses of counsel for the
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Administrative Agent) in accordance with the terms of Section 8.04(a) of the
Credit Agreement.
SECTION 5. Execution in Counterparts. This Letter Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Letter Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Letter Amendment.
SECTION 6. Governing Law. This Letter Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
Very truly yours,
MARRIOTT INTERNATIONAL, INC. (to be
renamed SODEXHO MARRIOTT SERVICES,
INC.)
By /s/ Lawrence Hyatt
----------------------------------
Name: Lawrence Hyatt
Title:
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Consented and agreed to as of the date
first above written:
The Administrative Agent
SOCIETE GENERALE, as Administrative Agent
By /s/ Elizabeth Peck
- ------------------------------------------
Name: Elizabeth Peck
Title: Vice President
The Documentation Agent
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation Agent
By /s/ John Mikolay
- ------------------------------------------
Name: John Mikolay
Title: Vice President
The Initial Lenders and the Initial Issuing Banks
SOCIETE GENERALE
By /s/ Elizabeth Peck
- ------------------------------------------
Name: Elizabeth Peck
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ John Mikolay
- ------------------------------------------
Name: John Mikolay
Title: Vice President
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THE BANK OF NEW YORK
By /s/ Ronald R. Reedy
-------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
-------------------------------------
Title: Senior Relationships Manager
BANQUE NATIONALE DE PARIS
By /s/ Lynn Walkoff
-------------------------------------
Title:
By /s/ Gwen Abbott
-------------------------------------
Title: Assistant Vice President
BANQUE PARIBAS
By /s/ Robert Carino /s/ Duane Helkowski
------------------------------------------
Title: Vice President Vice President
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CIBC INC.
By /s/ John Livingston
-------------------------------------
Title: Executive Director
CAISSE CENTRALE DES BANQUES
POPULAIRES
By /s/ Louis Orienti
-------------------------------------
Title: Directeur Adjoint
By /s/ Stephane Pasquier
-------------------------------------
Title: Foude de Pouvoirs Principal
THE CHASE MANHATTAN BANK
By /s/ Karen M. Sharf
-------------------------------------
Title: Vice President
CITIBANK, N.A.
By /s/ Stuart G. Miller
-------------------------------------
Title: Attorney-in-Fact
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Marcus Edward
-------------------------------------
Title: Vice President
By /s/ Sean Mounier
-------------------------------------
Title: First Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Craig Welsh
-------------------------------------
Title: First Vice President
By /s/ Cheryl Solometo
-------------------------------------
Title: Vice President
CREDIT COMMERCIAL DE FRANCE
NEW YORK BRANCH
By___________________________________
Title:
By___________________________________
Title:
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CREDIT LYONNAIS NEW YORK
BRANCH
By___________________________________
Title:
DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK
By /s/ Norah McCann
-------------------------------------
Title: Senior Vice President
By /s/ Karen Brinkman
-------------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By Ron Galitsky
-------------------------------------
Title: Assistant Vice President
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FIRST UNION NATIONAL BANK
By /s/ Mark B. Felker
-------------------------------------
Title: Senior Vice President
MELLON BANK, N.A.
By /s/ Arlene S. Pedovitch
-------------------------------------
Title: Vice President
NATEXIS BANQUE
By /s/ Pieter J. van Tudler
-------------------------------------
Title: Vice President and Manager
By /s/ John Rigo
-------------------------------------
Title: Assistant Vice President
NATIONSBANK, N.A.
By /s/ Marty Mitchell
-------------------------------------
Title: Vice President
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RIGGS BANK N.A.
By /s/ David Olsen
-------------------------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc
By__________________________________
Title: