EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE is dated as of March 10, 1998, by and
among RHG FINANCE CORPORATION, a Delaware corporation ("RHG Finance"), as the
Issuer, RENAISSANCE HOTEL GROUP N.V., a Netherlands corporation ("Renaissance"),
as the Guarantor, MARRIOTT INTERNATIONAL, INC., a Delaware corporation
("Marriott International"), as the Additional Guarantor, NEW MARRIOTT MI, INC.,
a Delaware corporation ("New Marriott"), as successor to Marriott International,
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as
trustee (the "Trustee"). Capitalized terms used herein and not defined herein
or in the Indenture (as defined below) shall have the meanings ascribed to such
terms in the Offer to Purchase and Consent Solicitation Statement (as defined
below).
RECITALS
WHEREAS, RHG Finance, Renaissance, Marriott International and the Trustee
are parties to an Indenture dated as of October 1, 1995 (the "Original
Indenture"), as amended by the First Supplemental Indenture dated as of April
11, 1997 by and between RHG Finance, Renaissance, Marriott International and the
Trustee (the "First Supplemental Indenture"), and the Second Supplemental
Indenture dated as of April 25, 1997 by and between RHG Finance, Renaissance,
Marriott International and the Trustee (the "Second Supplemental Indenture"),
and, as it 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 Securities (as defined
in the Original Indenture);
WHEREAS, RHG Finance's 8.875% Guaranteed Notes Due October 1, 2005 (the
"Notes") are Securities issued pursuant to the Original Indenture, as amended
and supplemented by the First Supplemental Indenture and the Second Supplemental
Indenture;
WHEREAS, Notes in the aggregate principal amount of $120 million are
Outstanding Securities (as defined in the Indenture);
WHEREAS, Marriott International and New Marriott, along with other entities
including Marriott-ICC Merger Sub, a Delaware corporation and a wholly owned
subsidiary of Marriott International, Sodexho Alliance, S.A., a societe anonyme
organized under the laws of France ("Sodexho"), and International Catering
Corporation, a Delaware corporation and a wholly owned subsidiary of Sodexho,
are parties to a series of transactions (the "Transactions"), one purpose of
which is to reorganize Marriott International;
WHEREAS, the Transactions constitute a transfer of Marriott International's
properties and assets substantially as an entirety to New Marriott under the
terms of Section 8.1 of the Indenture;
WHEREAS, Section 7.2 of the Indenture provides that RHG Finance,
Renaissance, Marriott International and the Trustee may enter into a
supplemental indenture to add provisions to or to change or eliminate provisions
of the Indenture with the written consent of the Holders (as defined in the
Original Indenture) of at least a majority in aggregate principal amount of the
Outstanding Securities;
WHEREAS, the execution and delivery of this Third Supplemental Indenture
have been duly authorized and approved by resolution of the Board of Directors
of RHG Finance and the Board of Managing Directors of Renaissance, and have been
duly authorized and approved by Marriott International and New Marriott;
WHEREAS, RHG Finance, Renaissance, and Marriott International desire to (i)
effect the substitution of New Marriott for Marriott International under the
Indenture and (ii) amend certain provisions of the Indenture affecting the
Notes, as set forth in Article II hereof;
WHEREAS, RHG Finance, on behalf of itself, Renaissance and Marriott
International has solicited the consent of the Holders of the Securities to
certain amendments (the "Proposed Amendments") to the Indenture pursuant to
Offer of Purchase and Consent Solicitation Statement, dated February 25, 1998,
as it may be amended
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or supplemented (the "Offer to Purchase and Consent Solicitation");
WHEREAS, the Holders of at least a majority in aggregate principal amount
of the Notes outstanding have consented to the amendments effected by this Third
Supplemental Indenture; and
WHEREAS, all things necessary to make this Third 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 parties agree, for
the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I
SUBSTITUTION OF NEW MARRIOTT
SECTION 1.1. Assumption of Payment Obligations. Effective upon the
consummation of the Transactions, unless prior to that time the parties, by
written notice to the Trustee, have terminated this Third Supplemental
Indenture, New Marriott expressly assumes by this Third Supplemental Indenture,
executed and delivered to the Trustee, the due and punctual payment of the
principal of and premium, if any, and interest (and Additional Amounts, if any)
on all the Securities and the performance of every obligation and covenant of
the Indenture and in the Securities on the part of Marriott International.
SECTION 1.2. Substitution of New Marriott Under the Indenture. Effective
upon the consummation of the Transactions, unless prior to that time the
parties, by written notice to the Trustee, have terminated this Third
Supplemental Indenture, pursuant to Section 8.2 of the Indenture, New Marriott
shall succeed to, and be substituted for, and may exercise every right and power
of, Marriott International under the Indenture with the same effect as if New
Marriott had been named as "Marriott" therein, and thereafter Marriott
International shall be relieved of all obligations and covenants under the
Indenture and the Securities.
ARTICLE II
AMENDMENTS TO INDENTURE
SECTION 2.1. Amendments to Articles Three, Four and Eight. Effective upon
the date RHG Finance accepts Notes for purchase and payment pursuant to the
Offer to Purchase and Consent Solicitation Statement, unless, prior to that
time, RHG Finance, by written notice to the Trustee, has terminated this Third
Supplemental Indenture:
(i) Sections 3.8, 3.9, 3.10, 3.15, 3.18, 4.1(d), 4.1(e), 4.1(h),
4.1(i) and 8.1 of the Indenture are hereby amended by deleting all such
sections and all references thereto in their entirety; and
(ii) Section 8.2 of the Indenture is hereby modified to read as
follows:
"SECTION 8.2. Successor Company 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 RHG Finance or New Marriott substantially as an entirety, the successor
corporation or person formed by such consolidation or into which RHG Finance or
New Marriott 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, RHG Finance or New Marriott, as the case may be, under this Indenture with
the same effect as if such successor corporation or person had been named as RHG
Finance or New Marriott, as the case may be, herein, and thereafter, except in
the case of a lease, the predecessor corporation shall
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be relieved of all obligations and covenants under this Indenture and the
Securities."
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Section 7.2 of the Indenture; Time Amendments Become
Operative. This Third Supplemental Indenture is a supplemental indenture
pursuant to Section 7.2 of the Indenture. Upon execution and delivery of this
Third Supplemental Indenture, the terms and conditions of this Third
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 Third Supplemental
Indenture will control. Notwithstanding an earlier execution date, the
amendments contained in this Third Supplemental Indenture shall not become
operative until the date upon which RHG Finance accepts the Notes for purchase
and payment pursuant to the Offer to Purchase and Consent Solicitation
Statement.
SECTION 3.2. Full Force and Effect. Except as they have been modified in
this Third 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 3.3. Counterparts. This Third 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 3.4. Governing Law. This Third Supplemental Indenture shall be
governed by the laws of the State of New York.
SECTION 3.5. Headings. The headings of the Articles and Sections of this
Third 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.
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IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the day and year first above written.
RHG FINANCE CORPORATION
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: Vice President and
Assistant Treasurer
RENAISSANCE HOTEL GROUP, N.V.
Attest: /s/ Ward R. Cooper By: /s/ William J. Shaw
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Name: Ward R. Cooper Name: William J. Shaw
Title: Assistant Secretary Title: Chairman
MARRIOTT INTERNATIONAL, INC.
Attest: /s/ Ward R. Cooper By: /s/ Carolyn B. Handlon
---------------------------- ------------------------------
Name: Ward R. Cooper Name: Carolyn B. Handlon
Title: Assistant Secretary Title: Vice President and
Assistant Treasurer
NEW MARRIOTT MI, INC.
Attest: /s/ Ward R. Cooper By: /s/ Carolyn B. Handlon
---------------------------- ------------------------------
Name: Ward R. Cooper Name: Carolyn B. Handlon
Title: Assistant Secretary Title: Vice President and
Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
Attest: /s/ Mary R. Fonti By: /s/ Steve M. Husbands
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Name: Mary R. Fonti Name: Steve M. Husbands
Title: Assistant Vice President Title: Assistant Vice President
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