Form 8-K MARRIOTT INTERNATIONAL For: Dec 20

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December 20, 2016 5:18 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 20, 2016

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-13881	52-2055918
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


10400 Fernwood Road, Bethesda, Maryland		20817
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 380-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On December 20, 2016 (the “settlement date”), Marriott International, Inc. (“we” or “us”) completed the previously announced debt exchange offers (the “exchange offers”) to exchange all validly tendered and not validly withdrawn 6.750% Notes due 2018 (the “Starwood 2018 Notes”), 7.150% Notes due 2019 (the “Starwood 2019 Notes”), 3.125% Notes due 2023 (the “Starwood 2023 Notes”), 3.750% Notes due 2025 (the “Starwood 2025 Notes”) and 4.500% Notes due 2034 (the “Starwood 2034 Notes” and, together with the Starwood 2018 Notes, the Starwood 2019 Notes, the Starwood 2023 Notes and the Starwood 2025 Notes, the “Starwood Notes” issued by Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc. and referred to in this Current Report on Form 8-K as “Starwood”), for new notes issued by us (as described below). We accepted and subsequently cancelled the following aggregate principal amounts of Starwood Notes that holders validly tendered to us:

(i)

$324,137,000 aggregate principal amount of the Starwood 2018 Notes;

(ii)

$180,736,000 aggregate principal amount of the Starwood 2019 Notes;

(iii)

$290,974,000 aggregate principal amount of the Starwood 2023 Notes;

(iv)

$317,836,000 aggregate principal amount of the Starwood 2025 Notes; and

(v)

$277,607,000 aggregate principal amount of the Starwood 2034 Notes.

Following the cancellation of the aggregate principal amounts of the Starwood Notes listed above, $165,114,000 aggregate principal amount of the Starwood Notes remains outstanding across all five series.

In connection with the exchange offers, we also solicited consents from holders of the Starwood Notes to amend the indentures governing the Starwood Notes (collectively the “Starwood Indentures” and each, a “Starwood Indenture”) and the Starwood Notes, to, among other things eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Starwood to consolidate, merge or sell all or substantially all of its assets and (4) certain events of default in the Starwood Indentures so they will no longer apply (collectively, the “proposed amendments”). Because more than 86 percent of the holders of each series of Starwood Notes consented to the proposed amendments, in excess of the majority of holders required by the Starwood Indentures, on the settlement date Starwood entered into (i) a supplemental indenture to the Starwood Indenture that governs the terms of the Starwood 2018 Notes and the Starwood 2019 Notes with U.S. Bank National Association, as trustee, and (ii) a supplemental indenture to the Starwood Indenture that governs the terms of the Starwood 2023 Notes, the Starwood 2025 Notes and the Starwood 2034 Notes with The Bank of New York Mellon, as trustee, in each case to adopt the proposed amendments (the “Supplemental Indentures”). The Supplemental Indentures now govern the Starwood Notes that remain outstanding.

In exchange for the validly tendered and accepted Starwood Notes, on the settlement date we issued $324,100,000 aggregate principal amount of 6.750% Series S Notes due 2018 (the “Series S Notes”), $180,734,000 aggregate principal amount of 7.150% Series T Notes due 2019 (the “Series T Notes”), $290,828,000 aggregate principal amount of 3.125% Series U Notes due 2023 (the “Series U Notes”), $317,830,000 aggregate principal amount of 3.750% Series V Notes due 2025 (the “Series V Notes”), and $277,590,000 aggregate principal amount of 4.500% Series W Notes due 2034 (the “Series W Notes” and, together with the Series S Notes, the Series T Notes, the Series U Notes, the Series V Notes, the “Marriott Notes”). The Marriott Notes are registered under the Securities Act of 1933, as amended (the “Act”), under a Registration Statement on Form S-4 (No. 333-214693) that we filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2016. The terms of the Marriott Notes are further described in the Prospectus dated December 9, 2016 that we filed with the SEC under Rule 424(b)(3) of the Act on that date. The Marriott Notes are our unsecured and unsubordinated obligations and rank equally with all other unsecured and unsubordinated indebtedness that we have issued or will issue from time to time, and are governed by the terms of an indenture, dated as of November 16, 1998, between us and The Bank of New York Mellon (formerly The Bank of New York), as trustee.

The summary of the Supplemental Indentures in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the complete terms of the Supplemental Indentures, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, and are incorporated by reference into this Item 8.01.

Item 9.01.

Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d)

Exhibits


4.1		Supplemental Indenture No. 7, to the Indenture, dated as of September 13, 2007, between Starwood and U.S. Bank National Association, as trustee (pertaining to the Starwood 2018 Notes and the Starwood 2019 Notes).

4.2		Supplemental Indenture No. 4, to the Indenture, dated as of December 10, 2012, between Starwood and the Bank of New York Mellon Trust Company, N.A., as trustee (pertaining to the Starwood 2023 Notes, the Starwood 2025 Notes and the Starwood 2034 Notes).

4.3		Form of Note for the Marriott 6.750% Series S Notes due 2018.

4.4		Form of Note for the Marriott 7.150% Series T Notes due 2019.

4.5		Form of Note for the Marriott 3.125% Series U Notes due 2023.

4.6		Form of Note for the Marriott 3.750% Series V Notes due 2025.

4.7		Form of Note for the Marriott 4.500% Series W Notes due 2034.

4.8		Indenture Officers’ Certificate (with respect to the Marriott 6.750% Series S Notes due 2018) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.9		Indenture Officers’ Certificate (with respect to the Marriott 7.150% Series T Notes due 2019) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.10		Indenture Officers’ Certificate (with respect to the Marriott 3.125% Series U Notes due 2023) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.11		Indenture Officers’ Certificate (with respect to the Marriott 3.750% Series V Notes due 2025) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.12		Indenture Officers’ Certificate (with respect to the Marriott 4.500% Series W Notes due 2034) pursuant to Section 301 of the Indenture, dated December 20, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MARRIOTT INTERNATIONAL, INC. (Registrant)

By:		/s/ Bao Giang Val Bauduin
		Bao Giang Val Bauduin
		Controller and Chief Accounting Officer

Date: December 20, 2016

EXHIBIT INDEX


Exhibit No.		Description

4.1		Supplemental Indenture No. 7, to the Indenture, dated as of September 13, 2007, between Starwood and U.S. Bank National Association, as trustee (pertaining to the Starwood 2018 Notes and the Starwood 2019 Notes).

4.2		Supplemental Indenture No. 4, to the Indenture, dated as of December 10, 2012, between Starwood and the Bank of New York Mellon Trust Company, N.A., as trustee (pertaining to the Starwood 2023 Notes, the Starwood 2025 Notes and the Starwood 2034 Notes).

4.3		Form of Note for the Marriott 6.750% Series S Notes due 2018.

4.4		Form of Note for the Marriott 7.150% Series T Notes due 2019.

4.5		Form of Note for the Marriott 3.125% Series U Notes due 2023.

4.6		Form of Note for the Marriott 3.750% Series V Notes due 2025.

4.7		Form of Note for the Marriott 4.500% Series W Notes due 2034.

4.8		Indenture Officers’ Certificate (with respect to the Marriott 6.750% Series S Notes due 2018) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.9		Indenture Officers’ Certificate (with respect to the Marriott 7.150% Series T Notes due 2019) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.10		Indenture Officers’ Certificate (with respect to the Marriott 3.125% Series U Notes due 2023) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.11		Indenture Officers’ Certificate (with respect to the Marriott 3.750% Series V Notes due 2025) pursuant to Section 301 of the Indenture, dated December 20, 2016.

4.12		Indenture Officers’ Certificate (with respect to the Marriott 4.500% Series W Notes due 2034) pursuant to Section 301 of the Indenture, dated December 20, 2016.

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 7

SUPPLEMENTAL INDENTURE NO. 7, dated as of December 20, 2016 (the “Supplemental Indenture”), to the Base Indenture (defined below) by and between Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc.), a Maryland limited liability company (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 13, 2007 (the “Base Indenture”), as further amended and supplemented by Supplemental Indenture No. 2, dated as of May 23, 2008 (the “2008 Starwood Indenture”), as further amended and supplemented by Supplemental Indenture No. 4, dated as of November 20, 2009, (the “2009 Starwood Indenture”), as further amended and supplemented by Supplemental Indenture No. 6, dated as of September 23, 2016 (the “Sixth Supplemental Indenture”) and as further amended and supplemented by this Supplemental Indenture, under which the Company has issued the 6.750% Senior Notes due 2018 (the “2018 Notes” and the 7.150% Senior Notes due 2019 (the “2019 Notes” and together with the 2018 Notes, the “Notes”);

WHEREAS, Marriott International, Inc. (“Marriott”), a Delaware corporation, has offered to exchange (the “Exchange Offer”) any and all of the Company’s outstanding Notes for Marriott’s 6.750% Series S Notes due 2018 and Marriott’s 7.150% Series T Notes due 2019, upon the terms and subject to the conditions set forth in the prospectus, dated as of November 18, 2016 (the “Prospectus”), forming a part of Marriott’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 18, 2016;

WHEREAS, in connection with the Exchange Offer, Marriott has also solicited consents from the holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the Base Indenture as described in the Prospectus and set forth in Articles 2 and 3 of this Supplemental Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or waiver, where permissible, by Marriott of the conditions to the Exchange Offer and the acceptance by Marriott for exchange of the Notes validly tendered and not withdrawn pursuant to the Exchange Offer;

WHEREAS, Section 10.02 of the Base Indenture provides, among other things, that the Company and the Trustee may, subject to certain exceptions noted therein, amend or supplement the Base Indenture as it relates to the Notes or any amended or supplemental indenture with the written consent of the holders of Notes of at least a majority of the aggregate principal amount of Notes then outstanding of such series affected by the Supplemental Indenture;

WHEREAS, Marriott has received and caused to be delivered to the Trustee evidence of the consents from holders of at least a majority of the outstanding aggregate principal amount of Notes to effect the Proposed Amendments under the Base Indenture with respect to the Notes;

WHEREAS, the Company is undertaking to execute and deliver this Supplemental Indenture to delete or amend, as applicable, certain provisions and covenants in the Base Indenture with respect to the Notes in connection with the Exchange Offer and the related consent solicitation;

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the holders, as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01 Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.

ARTICLE TWO

AMENDMENTS TO THE BASE INDENTURE

Section 2.01 Amendments to the Base Indenture.

(a) The Base Indenture shall hereby be amended by deleting the following Sections or clauses of the Base Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:

Clause (e) of Section 6.01 (Event of Default)

Section 5.02 (Reports by the Company)

(b) The first paragraph of Section 4.05 of the Base Indenture (Certificate as to Default to be Delivered Annually) is hereby deleted and replaced in its entirety by the following:

“The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.”

(c) Section 11.01 of the Base Indenture (Company May Consolidate, Etc., Only On Certain Terms) is hereby deleted and replaced in its entirety by the following:

“Nothing contained in this Indenture or in any of the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale by the Company of its assets as, or substantially as, an entirety, or otherwise; provided, however, that (a) in case of any such consolidation or merger the corporation resulting from such consolidation or any corporation other than the Company into which such merger shall be made shall succeed to and be substituted for the Company with the same effect as if it has been named herein as a party hereto and shall become liable and be bound for, and shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the Coupons, if any, appertaining thereto and the performance and observance of each and every covenant and condition of this Indenture on the part of the Company to be performed or observed, and (b) as a result of any such sale of the assets of the Company as, or substantially as, an entirety, the Company shall not be insolvent or unable to pay its debt and other liabilities as they mature and become due in the ordinary course of business.”

(d) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (c) above shall no longer constitute a default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture.

(e) For the avoidance of doubt, Clause (e) of Section 6.01 (Event of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Section 6.01(e) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

ARTICLE THREE

AMENDMENTS TO EACH OF THE 2008 STARWOOD INDENTURE AND 2009 STARWOOD INDENTURE

Section 3.01 Amendments to each of the 2008 Starwood Indenture and 2009 Starwood Indenture.

(a) The 2008 Starwood Indenture and 2009 Starwood Indenture shall hereby each be amended by deleting the following Sections or clauses and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and such Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:

Section 3.02 (Change of Control)

Section 6.01 (Limitations on Sales and Leasebacks)

Section 6.02 (Restrictions on Secured Debt)

Section 6.03 (Existence)

ARTICLE FOUR

MISCELLANEOUS

Section 4.01 References. References in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture unless otherwise specified.

Section 4.02 Ratification of Base Indenture.

The Base Indenture, as supplemented by the 2008 Starwood Indenture, the 2009 Starwood Indenture, the Sixth Supplemental Indenture and this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture, as supplemented by the 2008 Starwood Indenture, the 2009 Starwood Indenture and the Sixth Supplemental Indenture shall remain in full force and effect.

Section 4.03 Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties under the Trust Indenture Act shall control.

Section 4.04 Governing Law.

THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE BASE INDENTURE, THIS SUPPLEMENTAL INDENTURE OR THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of its obligations under the Base Indenture, this Supplemental Indenture or the Notes, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but the Company shall not be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company agrees that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

Section 4.05 Successors.

All agreements of the Company in the Base Indenture, this Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors.

Section 4.06 Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 4.07 Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 4.08 Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for their correctness.

[Signature pages follow]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.


STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

By		/s/ Bao Giang Val Bauduin
Name:		Bao Giang Val Bauduin
Title:		Vice President

[Signature Page to Supplemental Indenture No. 7 to the 2007 Base Indenture]


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By		/s/ Raymond S. Haverstock
Name:		Raymond S. Haverstock
Title:		Vice President

[Signature Page to Supplemental Indenture No. 7 to the 2007 Base Indenture]

Exhibit 4.2

SUPPLEMENTAL INDENTURE NO. 4

SUPPLEMENTAL INDENTURE NO. 4, dated as of December 20, 2016 (the “Supplemental Indenture”), to the Base Indenture (defined below) by and between Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc.), a Maryland limited liability company (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of December 10, 2012 (the “Base Indenture”), as further amended and supplemented by Supplemental Indenture No. 1, dated as of December 10, 2012 (the “2012 Starwood Indenture”), as further amended and supplemented by Supplemental Indenture No. 2, dated as of September 15, 2014, (the “2014 Starwood Indenture”), as further amended and supplemented by Supplemental Indenture No. 3, dated as of September 23, 2016 (the “Third Supplemental Indenture”) and as further amended and supplemented by this Supplemental Indenture, under which the Company has issued the 3.125% Senior Notes due 2023 (the “2023 Notes”), the 3.750% Senior Notes due 2025 (the “2025 Notes”) and the 4.500% Senior Notes due 2034 (the “2034 Notes” and together with the 2023 Notes and the 2025 Notes, the “Notes”);

WHEREAS, Marriott International, Inc. (“Marriott”), a Delaware corporation, has offered to exchange (the “Exchange Offer”) any and all of the Company’s outstanding Notes for Marriot’s 3.125% Series U Notes due 2023, Marriott’s 3.750% Series V Notes due 2025 and Marriott’s 4.500% Series W Notes due 2034, upon the terms and subject to the conditions set forth in the prospectus, dated as of November 18, 2016 (the “Prospectus”), forming a part of Marriott’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 18, 2016;

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the holders, as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01 Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.

ARTICLE TWO

AMENDMENTS TO THE BASE INDENTURE

Section 2.01 Amendments to the Base Indenture.

Clause (e) of Section 6.01 (Event of Default)

Section 5.02 (Reports by the Company)

(b) The first paragraph of Section 4.05 of the Base Indenture (Certificate as to Default to be Delivered Annually) is hereby deleted and replaced in its entirety by the following:

(c) Section 11.01 of the Base Indenture (Company May Consolidate, Etc., Only On Certain Terms) is hereby deleted and replaced in its entirety by the following:

ARTICLE THREE

AMENDMENTS TO EACH OF THE 2012 STARWOOD INDENTURE AND 2014 STARWOOD INDENTURE

Section 3.01 Amendments to each of the 2012 Starwood Indenture and 2014 Starwood Indenture.

(a) The 2012 Starwood Indenture and 2014 Starwood Indenture shall hereby each be amended by deleting the following Sections or clauses and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and such Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:

Section 3.02 (Change of Control)

Section 6.01 (Limitations on Sales and Leasebacks)

Section 6.02 (Restrictions on Secured Debt)

Section 6.03 (Existence)

ARTICLE FOUR

MISCELLANEOUS

Section 4.02 Ratification of Base Indenture.

The Base Indenture, as supplemented by the 2012 Starwood Indenture, the 2014 Starwood Indenture, the Third Supplemental Indenture and this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture, as supplemented by the 2012 Starwood Indenture, the 2014 Starwood Indenture and the Third Supplemental Indenture shall remain in full force and effect.

Section 4.03 Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties under the Trust Indenture Act shall control.

Section 4.04 Governing Law.

Section 4.05 Successors.

Section 4.06 Counterparts.

Section 4.07 Waiver of Jury Trial.

[Signature pages follow]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.


STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

By		/s/ Bao Giang Val Bauduin
Name:		Bao Giang Val Bauduin
Title:		Vice President

[Signature Page to Supplemental Indenture No.4 to the 2012 Base Indenture]


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By		/s/ Lawrence M. Kusch
Name:		Lawrence M. Kusch
Title:		Vice President

[Signature Page to Supplemental Indenture No. 4 to the 2012 Base Indenture]

Exhibit 4.3

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

MARRIOTT INTERNATIONAL, INC.

6.750% Series S Notes due 2018

No. R-[ ]

CUSIP 571903AT0

$[●]

MARRIOTT INTERNATIONAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [●] on May 15, 2018 and to pay interest thereon from November 15, 2016, semi-annually on May 15 and November 15 in each year, commencing May 15, 2017, at the rate of 6.750% per annum, until the principal hereof is paid or made available for payment. All such payments of principal, interest and premium, if any, shall be paid in immediately available funds. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, the Person in whose name this Security is registered may elect to receive payments of interest on this Security (other than at Maturity) by electronic funds transfer of immediately available funds to an account maintained by such Person, provided such Person so elects by giving written notice to a Paying Agent designating such account, no later than the April 15 or the October 15 immediately preceding the May 15 or November 15 Interest Payment Date, as the case may be. Unless such designation is revoked by such Person, any such designation made by such Person with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Person.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 20, 2016


MARRIOTT INTERNATIONAL, INC.

By:		/s/ Bao Giang Val Bauduin
		Bao Giang Val Bauduin
		Vice President, Controller and Chief
		Accounting Officer

Attest:

/s/ Ward R. Cooper

Ward R. Cooper

Assistant Secretary

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON
as Trustee

By:		/s/ Francine Kincaid
		Authorized Officer

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 16, 1998 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to $324,100,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

The Company may redeem the Securities in whole or in part from time to time, at its option, at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) the sum, as determined by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of any interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest to, but not including, the Redemption Date.

The Redemption Price will be calculated assuming a 360-day year consisting of twelve 30-day months.

The Company will deliver notice of any redemption at least 15 days but not more than 45 days before the Redemption Date to each Holder of the Securities to be redeemed.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means (a) Deutsche Bank Securities Inc., or an affiliate or successor thereof, unless the foregoing ceases to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer, and (b) any two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third business day preceding the Redemption Date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities of this series, the Company will make an offer to each Holder of the Securities of this series to repurchase all or any part (in excess of $2,000 in integral multiples of $1,000) of that Holder’s Securities of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities of this series repurchased plus any accrued and unpaid interest on the Securities of this series repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control (as defined below), but after the public announcement of the Change of Control, the Company will deliver a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Securities of this series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions herein, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions herein by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

1. accept for payment all Securities of this series or portions of Securities of this series properly tendered pursuant to the Company’s offer;

2. deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities of this series or portions of Securities of this series properly tendered; and

3. deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Securities being purchased by the Company.

The Paying Agent will promptly pay to each Holder of the Securities of this series properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000.

The Company will not be required to make an offer to repurchase the Securities of this series upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer.

“Below Investment Grade Rating Event” means the Securities of this series are rated below Investment Grade (as defined below) by both Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities of this series is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event herein) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

company for the Company will not be deemed to involve a change of control if: (1) pursuant to such transaction the Company becomes a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than number of shares.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company.

“Moody’s” means Moody’s Investors Service Inc.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to

waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Trustee in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this

Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM

—

as tenants in common

UNIF GIFT MIN Act

–

Custodian

TEN ENT

—

as tenants by the entireties

(Cust) (Minor)

JT TEN

—

as joint tenants with right of survivorship

under Uniform Gifts to

and not as tenants in common

Minors Act

(State)

Additional abbreviations may also be used though not in the above list

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be printed or typewritten)

the within Security, and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement of any change whatever.

Exhibit 4.4

MARRIOTT INTERNATIONAL, INC.

7.150% Series T Notes due 2019

No. R-[ ]

CUSIP 571903AU7

$[●]

MARRIOTT INTERNATIONAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [●] on December 1, 2019 and to pay interest thereon from December 1, 2016, semi-annually on June 1 and December 1 in each year, commencing June 1, 2017, at the rate of 7.150% per annum, until the principal hereof is paid or made available for payment. All such payments of principal, interest and premium, if any, shall be paid in immediately available funds. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, the Person in whose name this Security is registered may elect to receive payments of interest on this Security (other than at Maturity) by electronic funds transfer of immediately available funds to an account maintained by such Person, provided such Person so elects by giving written notice to a Paying Agent designating such account, no later than the May 1 or the November 1 immediately preceding the June 1 or December 1 Interest Payment Date, as the case may be. Unless such designation is revoked by such Person, any such designation made by such Person with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Person.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 20, 2016


MARRIOTT INTERNATIONAL, INC.

By:		/s/ Bao Giang Val Bauduin
		Bao Giang Val Bauduin
		Vice President, Controller and Chief
		Accounting Officer

Attest:

/s/ Ward R. Cooper

Ward R. Cooper

Assistant Secretary

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON
as Trustee

By:		/s/ Francine Kincaid
		Authorized Officer

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 16, 1998 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to $180,734,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

The Company may redeem the Securities in whole or in part from time to time, at its option, at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) the sum, as determined by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of any interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to, but not including, the Redemption Date.