EXHIBIT 8
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 Xxxxxx
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."
(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 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/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title:
Consented and agreed to as of the date
first above written:
The Administrative Agent
SOCIETE GENERALE, as Administrative Agent
By /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title: Vice President
The Documentation Agent
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Documentation Agent
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
The Initial Lenders and the Initial Issuing Banks
SOCIETE GENERALE
By /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxxx
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
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Title: Senior Relationship Manager
BANQUE NATIONALE DE PARIS
By /s/ Xxxx Xxxxxxx
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Title:
By /s/ Xxxx Xxxxxx
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Title: Assistant Vice President
BANQUE PARIBAS
By /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
By /s/ Xxxxx Xxxxxxxxx
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Title: Vice President
CIBC INC.
By /s/ Xxxx Xxxxxxxxxx
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Title: Executive Director
CAISSE CENTRALE DES BANQUES
POPULAIRES
By /s/ Xxxxx Xxxxxxx
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Title: Directeur Adjoint
By /s/ Xxxxxxxx Xxxxxxxx
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Title: Foude de Pouvoirs Principal
THE CHASE MANHATTAN BANK
By /s/ Xxxxx Xxxxx
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Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxxx X. Xxxxxx
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Title: Attorney-in-Fact
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
By /s/ Xxxx Xxxxxxx
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Title: First Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxx Xxxxx
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Title: First Vice President
By /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Title: Vice President
CREDIT COMMERCIAL DE FRANCE
NEW YORK BRANCH
By
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Title:
By
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Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK
By /s/ Xxxxx XxXxxx
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Title: Senior Vice President
By /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxx Xxxxxxxx
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Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxx X. Xxxxxx
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Title: Senior Vice President
MELLON BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
NATEXIS BANQUE
By /s/ Xxxxxx X. van Tudler
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Title: Vice President and Manager
By /s/ Xxxx Xxxx
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Title: Assistant Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx Xxxxxxxx
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Title: Vice President
XXXXX BANK N.A.
By /s/ Xxxxx Xxxxx
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Title: Vice President
THE ROYAL BANK OF SCOTLAND plc
By
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Title:
