EXHIBIT 99.(b)(2)
27 April 2001
Sodexho Alliance, S.A.
3 Avenue Newton
78180
Montigny-le-Bretonneux
France
Attention: Sian Herbert-Jones
Dear Sirs
Amendment Letter
We refer to the Euro 1,720,000,000 and US$1,080,000,000 facility agreement
dated 6 April 2001 between Sodexho Alliance, S.A. (the "Company"), the
Arrangers, Original Lenders, the Agent and the Issuing Bank (the "Facility
Agreement").
1 Interpretation
1.1 In this letter, "Effective Date" means the date (being no later than 2 May
2001 or such other date as the Agent (with the prior agreement of the
Original Lenders) may agree) on which the Agent has confirmed to the Company
that the Agent has received the enclosed duplicate of this letter duly
countersigned and dated on behalf of the Company.
1.2 Terms defined and references construed in the Facility Agreement (but not
defined or construed in this letter) have the same meaning and construction
in this letter.
1.3 This letter is a Finance Document.
2 Amendments
With effect from the Effective Date:
2.1 The definitions of "Total Commitments" and "Total Facility A Commitments" in
Clause 1.1 (Definitions) of the Facility Agreement shall be amended by
deleting the reference to "Euro 1,720,000,000" and inserting therein a
reference to "Euro 2,040,000,000".
2.2 The definition of "Total Facility A2 Commitments" in Clause 1.1
(Definitions) of the Facility Agreement shall be amended by deleting the
reference to "Euro 1,050,000,000" and inserting therein a reference to
"Euro 1,370,000,000".
2.3 The references to "Euro 1,720,000,000" on the cover sheet of the Facility
Agreement and in the headings to Parts I, II and III of Schedule 3, Schedule
5, Schedule 6, Schedule 7 and Schedule 11 shall be replaced by references to
"Euro 2,040,000,000".
2.4 The references to "Euro 350,000,000", "Euro 350,000,000", "Euro 350,000,000"
and "Euro 1,050,000,000" in the column headed "Facility A2 Commitment" in
Schedule 1 (The Original Lenders) of the Facility Agreement shall be deleted
and replaced in the following order with references
to "Euro 456,666,666.67", "Euro 456,666,666.67", "Euro 456,666,666.66" and
"Euro 1,370,000,000" respectively.
2.5 Clause 11.2 (Margin and adjustment) of the Facility Agreement shall be
amended:
(a) by replacing the table set out in paragraph (b) thereof with the
following:
Rating Margin (bps p.a.)
Facility A Facilities B and C
A- (or higher) 50 60
BBB+ 60 70
BBB 70 80
BBB- 90 100
BB+ (or lower) 140 165
(b) in line 2 of paragraph (c)(i) by deleting the reference to "10 basis
points" and inserting therein a reference to "15 basis points"
(c) in the final line of paragraph (c)(i) by deleting the reference to
"Euro 750,000,000" and inserting therein "Euro 900,000,000".
2.6 The following additional paragraph shall be inserted immediately after
paragraph (e) of clause 27.3 (Additional Guarantors) of the Facility
Agreement:
"(f) If any amounts remain outstanding under the Kodak Existing Facility
and/or the SMO Credit Agreement on 31 July 2001, SMO shall by no later 60
days from the date of the first drawing under Facility A2 become an
Additional Guarantor and the SMO Guarantee shall be given by no later
than 60 days from the date of the first drawing under Facility A2,
notwithstanding that SMO may not be an Additional Borrower."
3 Representations and Warranties
By countersigning a copy of this letter, the Company represents and
warrants to and for the benefit of the Finance Parties that the Repeating
Representations are true in all material respects on the date of such
countersignature by reference to the circumstances existing on that date
and will be true in all material respects on the Effective Date by
reference to the then existing circumstances
4 Miscellaneous
4.1 Save as expressly provided in this letter, the Facility Agreement remains
and shall continue in full force and effect.
4.2 With effect from the Effective Date, this letter and the Facility
Agreement shall be read and construed together and be deemed to
constitute one and the same instrument.
5 Governing Law
This letter shall be governed by English law and the provisions of clause
40 (Enforcement) of the Facility Agreement shall apply to this letter.
Please confirm your agreement by countersigning, dating and returning to
us a copy of this letter.
Yours faithfully
Citibank International plc
as Arranger and Original Lender
By:
Citicorp USA, Inc.
As Original Lender
By:
Goldmans Sachs International
as Arranger and Original Lender
By:
SG Investment Banking
as Arranger
By:
Societe Generale
as Agent, Issuing Bank and Original Lender
By:
Accepted and agreed to as of
on ________ April 2001
Sodexho Alliance, S.A.
By:..........................