EXHIBIT 1.2
Terms Agreement
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Lehman Brothers Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285.
September 15, 1999
Dear Ladies and Gentlemen:
Marriott International, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Provisions (the "Terms and Provisions")
attached hereto, to issue and sell to each of the Underwriters named in Schedule
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I hereto (the "Underwriters"), and each of the Underwriters agrees, severally
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and not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
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principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto. Each of the provisions of the Terms and Provisions is
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incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Terms
Agreement. Each reference to the Representatives herein and in the provisions
of the Terms and Provisions so incorporated by reference shall be deemed to
refer to you. Terms defined in the Terms and Provisions and the address of the
Representatives referred to in Section 11 of the Terms and Provisions and the
address of the Representatives referred to in such Section 11 are set forth in
Schedule II hereto.
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The Representatives hereby confirm and the Company acknowledges that
the statements with respect to the public offering of the Securities by the
Underwriters set forth under the caption "Underwriting" in the Company's
Prospectus Supplement dated September 15, 1999 to the Company's Prospectus dated
April 27, 1999 relating to the Securities (the "Prospectus Supplement")
constitute the only information concerning such Underwriters furnished in
writing to the Company by or on behalf of the Underwriters specifically for
inclusion in the Prospectus Supplement.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Terms and Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Vice President and Treasurer
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: LEHMAN BROTHERS INC.
By: /s/ Martin Ragde
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Name: Martin Ragde
Title: Managing Director
Schedule I
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Principal Amount of
Underwriter Securities to be Purchased
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Lehman Brothers Inc...................... $150,000,000
Deutsche Bank Securities Inc............. 50,000,000
Goldman, Sachs & Co...................... 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................ 50,000,000
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Total............................... $300,000,000
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Schedule II
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Representatives: Lehman Brothers Inc., Deutsche Bank Securities
Inc., Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Underwriting Agreement
dated: September 15, 1999
Registration Statement No.: 333-77093
Title of Securities: 7 7/8% Series C Notes due 2009
Aggregate principal amount: $300,000,000
Price to Public: 99.363% of the principal amount of the Securities,
plus accrued interest, if any, from
September 20, 1999 to the Delivery Date
Underwriting Discount: 0.650%
Indenture: Indenture dated as of November 16, 1998 between
Marriott International, Inc. and The Chase
Manhattan Bank, as trustee
Date of Maturity: September 15, 2009
Interest Rate: 7.875% per annum, payable semiannually
Interest Payment Dates: March 15 and September 15, commencing March 15,
2000
Redemption Provisions: None
Sinking Fund Provisions: None
Other Provisions: As specified in the Prospectus Supplement dated
September 15, 1999 relating to the Securities.
Securities Exchange: The Securities will not be listed on any exchange
Closing Date and Delivery
Date: September 20, 1999
Closing Location: Piper & Marbury L.L.P.
36 South Charles Street
Baltimore, Maryland 21201
Address for Notices
to Underwriters: c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285