<PAGE>

                                                                     Exhibit 4.4

                                                                  EXECUTION COPY





                         REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 8, 2001

                                by and between

                         MARRIOTT INTERNATIONAL, INC.

                                      and

                              MERRILL LYNCH & CO.
              Merrill Lynch, Pierce, Fenner & Smith Incorporated

                    Liquid Yield Option(TM) Notes due 2021
                            (Zero Coupon -- Senior)




                         REGISTRATION RIGHTS AGREEMENT
<PAGE>

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of May 8, 2001 by and between Marriott International, Inc., a Delaware
corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, a Delaware corporation (the "Initial Purchaser"),
pursuant to the Purchase Agreement, dated May 3, 2001 (the "Purchase
Agreement"), between the Company and the Initial Purchaser.  In order to induce
the Initial Purchaser to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

     The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the LYONs (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the LYONs (each of the foregoing a
"Holder" and together the "Holders"), as follows:

          Section 1. Definitions. Capitalized terms used herein without
                     -----------
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

          "Affiliate" means, with respect to any specified person, an
           ---------
"affiliate," as defined in Rule 144, of such person.

          "Amendment Effectiveness Deadline Date" has the meaning specified in
           -------------------------------------
Section 2(d) hereof.

          "Applicable Conversion Price" means, as of any date of determination,
           ---------------------------
the Applicable Principal Amount per $1,000 principal amount at maturity of LYONs
as of such date of determination divided by the Conversion Rate in effect as of
such date of determination or, if no LYONs are then outstanding, the Conversion
Rate that would be in effect were LYONs then outstanding.

          "Applicable Principal Amount" means, as of any date of determination,
           ---------------------------
with respect to each $1,000 principal amount at maturity of LYONs the sum of the
initial issue price of such LYONs ($860.95) plus accrued original issue discount
with respect to such LYON through such date of determination or, if no LYONs are
then outstanding, such sum calculated as if such LYONs were then outstanding.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
           ------------
Friday that is not a day on which banking institutions in the City of New York
are authorized or obligated by law or executive order to close.

          "Common Stock" means the shares of Common Stock, $0.01 par value, of
           ------------
the Company and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.

          "Conversion Rate" has the meaning assigned to that term in the
           ---------------
Indenture.

          "Damages Accrual Period" has the meaning specified in Section 2(e)
           ----------------------
hereof.

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<PAGE>

          "Damages Payment Date" means each November 8 and May 8 in the case of
           --------------------
LYONs and the Underlying Common Stock.

          "Deferral Notice" has the meaning specified in Section 3(i) hereof.
           ---------------

          "Deferral Period" has the meaning specified in Section 3(i) hereof.
           ---------------

          "Effectiveness Deadline Date" has the meaning specified in Section
           ---------------------------
2(a) hereof.

          "Effectiveness Period" means the period beginning on the date of
           --------------------
effectiveness of the Initial Shelf Registration Statement and ending on the
earlier of (i) the second anniversary of such date of effectiveness and (ii))
the sale pursuant to the shelf registration statement of all of the Registrable
Securities

          "Event" has the meaning specified in Section 2(e) hereof.
           -----

          "Event Termination Date" has the meaning specified in Section 2(e)
           ----------------------
hereof.

          "Event Date" has the meaning specified in Section 2(e) hereof.
           ----------

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           ------------
and the rules and regulations of the SEC promulgated thereunder.

          "Filing Deadline Date" has the meaning specified in Section 2(a)
           --------------------
hereof.

          "Holder" has the meaning specified in the second paragraph of this
           ------
Agreement.

          "Indenture" means the Indenture dated as of the date hereof between
           ---------
the Company and The Bank of New York, as trustee, pursuant to which the LYONs
are being issued.

          "Initial Purchaser" means Merrill Lynch & Co., Merrill Lynch, Pierce,
           -----------------
Fenner & Smith Incorporated.

          "Initial Shelf Registration Statement" has the meaning specified in
           ------------------------------------
Section 2(a) hereof.

          "Issue Date" means May 8, 2001.
           ----------

          "Liquidated Damages Amount" has the meaning specified in Section 2(e)
           -------------------------
hereof.

          "Losses" has the meaning specified in Section 6 hereof.
           ------

          "LYONs" means the Liquid Yield Option(TM) Notes due 2021 of the
           -----
Company to be purchased pursuant to the Purchase Agreement.

          "Material Event" has the meaning specified in Section 3(i) hereof.
           --------------

          "Notice and Questionnaire" means a written notice delivered to the
           ------------------------
Company containing substantially the information called for by the Selling
Securityholder Notice and

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<PAGE>

Questionnaire attached as Appendix A to the Offering Memorandum of the Company
dated May 3, 2001 relating to the LYONs.

          "Notice Holder" means, on any date, any Holder that has delivered a
           -------------
Notice and Questionnaire to the Company on or prior to such date.

          "Prospectus" means the prospectus included in any Registration
           ----------
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

          "Purchase Agreement" has the meaning specified in the first paragraph
           ------------------
of this Agreement.

          "Record Holder" means, with respect to any Damages Payment Date
           -------------
relating to any LYON or Underlying Common Stock as to which any Liquidated
Damages Amount has accrued, the registered holder of such LYON or Underlying
Common Stock, as the case may be, 15 days prior to the next succeeding Damages
Payment Date.

          "Registrable Securities" means the LYONs and the Underlying Common
           ----------------------
Stock, until such securities have been converted or exchanged, and, at all times
subsequent to any such conversion or exchange, any securities into or for which
such securities have been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split or similar event until, in the
case of any such security, the earliest of (i) its effective registration under
the Securities Act and resale in accordance with the Registration Statement
covering it, (ii) expiration of the holding period that would be applicable
thereto under Rule 144(k) were it not held by an Affiliate of the Company or
(iii) its sale to the public pursuant to Rule 144, or (iv) it ceases to be
outstanding.

          "Registration Expenses" has the meaning specified in Section 5 hereof.
           ---------------------

          "Registration Statement" means any registration statement of the
           ----------------------
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

          "Restricted Securities" has the meaning assigned to that term in Rule
           ---------------------
144.

          "Rule 144" means Rule 144 under the Securities Act, as such Rule may
           --------
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
           ---------
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

                                       4
<PAGE>

          "SEC" means the U.S. Securities and Exchange Commission and any
           ---
successor agency.

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations promulgated by the SEC thereunder.

          "Shelf Registration Statement" has the meaning specified in Section
           ----------------------------
2(a) hereof.

          "Subsequent Shelf Registration Statement" has the meaning specified in
           ---------------------------------------
Section 2(b) hereof.

          "TIA" means the Trust Indenture Act of 1939, as amended.
           ---

          "Trustee" means The Bank of New York, the Trustee under the Indenture.
           -------

          "Underlying Common Stock" means the Common Stock into which the LYONs
           -----------------------
are convertible or issued upon any such conversion.

          Section 2.  Shelf Registration. (a)  The Company shall prepare and
                      ------------------
file or cause to be prepared and filed with the SEC, as soon as practicable but
in any event within 90 days after the Issue Date (the "Filing Deadline Date"), a
Registration Statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration
Statement") registering the resale from time to time by Holders thereof of all
of the Registrable Securities (the "Initial Shelf Registration Statement"). The
Initial Shelf Registration Statement shall be on Form S-3 or another appropriate
form permitting registration of such Registrable Securities for resale by such
Holders in accordance with the methods of distribution ele cted by the Holders
and set forth in the Initial Shelf Registration Statement. The Company shall
use reasonable efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but
in any event within 180 days after the Issue Date (the "Effectiveness Deadline
Date"), and to keep the Initial Shelf Registration Statement (or any Subsequent
Shelf Registration Statement) continuously effective under the Securities Act
until the expiration of the Effectiveness Period; provided, however, that no
                                                  --------  -------
Holder shall be entitled to have the Registrable Securities held by it covered
by such Shelf Registration Statement unless such Holder shall have provided a
Notice and Questionnaire in accordance with Section 2(d) and is in compliance
with Section 4. None of the Company's security holders (other than the Holders
of Registrable Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.

          (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use all
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are

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<PAGE>

Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use all
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

          (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or, to the extent to which the Company does
not reasonably object, as reasonably requested by the Initial Purchaser or by
the Trustee on behalf of the registered Holders.

          (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i).  Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
twenty (20) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement.  From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as is practicable after the date a Notice and Questionnaire is
delivered, (i) if required by applicable law, file with the SEC a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling security holder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law (subject to the Company's rights under Section 3(i)) and, if the
Company shall file a post-effective amendment to the Shelf Registration
Statement, use reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as is practicable (the
"Amendment Effectiveness Deadline Date"); (ii) provide such Holder copies of any
documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as
promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i); provided that if
                                                            --------
such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall
take the actions set forth in clauses (i), (ii) and (iii) above upon expiration
of the Deferral Period in accordance with Section 3(i), provided, that the
                                                        --------
Company may satisfy its requirements to file a post-effective amendment as
promptly as practicable under clause (i) above if the Company includes in an
annual or periodic report on Form 10-K or Form 10-Q the pertinent information
from any Questionnaire received at least ten (10) business days prior to the
filing of such report, and such information is thereby incorporated by reference
in the shelf registration statement, provided  further, that if under applicable
                                     --------  -------
law the Company has more than one option as to the type or manner of making any
such filing, it will make the required filing or filings in the manner or of a
type that is reasonably expected to result in the earliest availability of the
Prospectus for effecting resales of Registrable Securities.  Notwithstanding
anything contained herein to the contrary, the Company shall be under no
obligation to name any Holder that is not a Notice Holder as a selling security
holder in any

                                       6
<PAGE>

Registration Statement or related Prospectus; provided, however, that any Holder
that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this
Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was declared effective) shall be named as a selling
security holder in the Registration Statement or related Prospectus in
accordance with the requirements of this Section 2(d).

          (e) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company
has failed to perform its obligations set forth in Section 2(d) hereof within
the time period required therein, (iv) the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted in respect of such
period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in
any period exceeds the number permitted in respect of such period pursuant to
Section 3(i) (each of the events of a type described in any of the foregoing
clauses (i) through (v) are individually referred to herein as an "Event," and
the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline
Date in the case of clause (ii), the date by which the Company is required to
perform its obligations set forth in Section 2(d) in the case of clause (iii)
(including the filing of any post-effective amendment prior to the Amendment
Effectiveness Deadline Date), the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by Section
3(i) hereof in the case of clause (iv), and the date of the commencement of a
Deferral Period that causes the limit on the number of Deferral Periods in any
period under  Section 3(i) hereof to be exceeded in the case of clause (v),
being referred to herein as an "Event Date").  Events shall be deemed to
continue until the "Event Termination Date," which shall be the following dates
with respect to the respective types of Events:  the date the Initial Shelf
Registration Statement is filed in the case of an Event of the type described in
clause (i), the date the Initial Shelf Registration Statement is declared
effective under the Securities Act in the case of an Event of the type described
in clause (ii), the date the Company performs its obligations set forth in
Section 2(d) in the case of an Event of the type described in clause (iii)
(including, without limitation, the date the relevant post-effective amendment
to the Shelf Registration Statement is declared effective under the Securities
Act), termination of the Deferral Period that caused the limit on the aggregate
duration of Deferral Periods in a period set forth in Section 3(i) to be
exceeded in the case of the commencement of an Event of the type described in
clause (iv), and termination of the Deferral Period the commencement of which
caused the number of Deferral Periods in a period permitted by Section 3(i) to
be exceeded in the case of an Event of the type described in clause (v).

          Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as
liquidated damages and not as a penalty, an amount (the "Liquidated Damages
Amount"), payable on the Damages Payment Dates to Record Holders of then
outstanding LYONs that are Registrable Securities and of then outstanding shares
of Underlying Common Stock issued upon conversion of LYONs that are Registrable
Securities, as the case may be, accruing, for each portion of such Damages
Accrual Period beginning on and including a Damages Payment Date (or, in respect
of the first time that the Liquidation Damages Amount is to be paid to Holders
on a Damages Payment Date as a

                                       7
<PAGE>

result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum
equal to one-quarter of one percent (0.25%) for the first 90-day period from the
Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.5%) of the aggregate Applicable Principal Amount of such LYONs and the
aggregate Applicable Conversion Price of such shares of Underlying Common Stock,
as the case may be, in each case determined as of the Business Day immediately
preceding the next Damages Payment Date; provided, that any Liquidated Damages
Amount accrued with respect to any LYON or portion thereof called for redemption
on a redemption date or converted into Underlying Common Stock on a conversion
date prior to the Damages Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such LYON or portion thereof for redemption
or conversion on the applicable redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case of
conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Liquidated Damages Amounts
to the Holders of Registrable Securities pursuant to this Section, the accrual
of Liquidated Damages Amounts will cease (without in any way limiting the effect
of any subsequent Event requiring the payment of Liquidated Damages Amount by
the Company).

          The Trustee shall be entitled, on behalf of Holders of LYONs or
Underlying Common Stock, to seek any available remedy for the enforcement of
this Agreement, including for the payment of any Liquidated Damages Amount.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

          All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

          The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

          Section 3. Registration Procedures. In connection with the
                     -----------------------
registration obligations of the Company under Section 2 hereof, the Company
shall:

          (a)  Before filing any Registration Statement or Prospectus or any
     amendments or supplements thereto with the SEC, furnish to the Initial
     Purchaser copies of all such documents proposed to be filed and use
     reasonable efforts to reflect in each such document when so filed with the
     SEC such comments as the Initial Purchaser reasonably

                                       8
<PAGE>

     shall propose within three (3) Business Days of the delivery of such copies
     to the Initial Purchaser.

          (b)  Prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement continuously effective for the applicable period
     specified in Section 2(a); cause the related Prospectus to be supplemented
     by any required Prospectus supplement, and as so supplemented to be filed
     pursuant to Rule 424 (or any similar provisions then in force) under the
     Securities Act; and use all reasonable efforts to comply with the
     provisions of the Securities Act applicable to it with respect to the
     disposition of all securities covered by such Registration Statement during
     the Effectiveness Period in accordance with the intended methods of
     disposition by the sellers thereof set forth in such Registration Statement
     as so amended or such Prospectus as so supplemented.

          (c)  As promptly as practicable give notice to the Notice Holders and
     the Initial Purchaser (i) when any Prospectus, Prospectus supplement,
     Registration Statement or post-effective amendment to a Registration
     Statement has been filed with the SEC and, with respect to a Registration
     Statement or any post-effective amendment, when the same has been declared
     effective, (ii) of any request, following the effectiveness of the Initial
     Shelf Registration Statement under the Securities Act, by the SEC or any
     other federal or state governmental authority for amendments or supplements
     to any Registration Statement or related Prospectus or for additional
     information, (iii) of the issuance by the SEC or any other federal or state
     governmental authority of any stop order suspending the effectiveness of
     any Registration Statement or the initiation or threatening of any
     proceedings for that purpose, (iv) of the receipt by the Company of any
     notification with respect to the suspension of the qualification or
     exemption from qualification of any of the Registrable Securities for sale
     in any jurisdiction or the initiation or threatening of any proceeding for
     such purpose, (v) of the occurrence of (but not the nature of or details
     concerning) a Material Event (provided, however, that no notice by the
     Company shall be required pursuant to this clause (v) in the event that the
     Company either promptly files a Prospectus supplement to update the
     Prospectus or a Form 8-K or other appropriate Exchange Act report that is
     incorporated by reference into the Registration Statement, which, in either
     case, contains the requisite information with respect to such Material
     Event that results in such Registration Statement no longer containing any
     untrue statement of material fact or omitting to state a material fact
     necessary to make the statements contained therein not misleading) and (vi)
     of the determination by the Company that a post-effective amendment to a
     Registration Statement will be filed with the SEC, which notice may, at the
     discretion of the Company (or as required pursuant to Section 3(i)), state
     that it constitutes a Deferral Notice, in which event the provisions of
     Section 3(i) shall apply.

          (d)  Use all reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement or the lifting of
     any suspension of the qualification (or exemption from qualification) of
     any of the Registrable Securities for sale in any jurisdiction in which
     they have been qualified for sale, in either case at the earliest possible
     moment.

                                       9
<PAGE>

          (e)  If reasonably requested by the Initial Purchaser or any Notice
     Holder, promptly as reasonably practicable incorporate in a Prospectus
     supplement or post-effective amendment to a Registration Statement such
     information as the Initial Purchaser or such Notice Holder shall, on the
     basis of an opinion of nationally-recognized counsel experienced in such
     matters, determine to be required to be included therein by applicable law
     and make any required filings of such Prospectus supplement or such post-
     effective amendment; provided, that the Company shall not be required to
     take any actions under this Section 3(e) that are not, in the reasonable
     opinion of counsel for the Company, in compliance with applicable law.

          (f)  Promptly as reasonably practicable furnish to each Notice Holder
     and the Initial Purchaser, upon their request and without charge, at least
     one (1) conformed copy of the Registration Statement and any amendment
     thereto, including financial statements but excluding schedules, all
     documents incorporated or deemed to be incorporated therein by reference
     and all exhibits (unless requested in writing to the Company by such Notice
     Holder or the Initial Purchaser, as the case may be).

          (g)  During the Effectiveness Period, deliver to each Notice Holder in
     connection with any sale of Registrable Securities pursuant to a
     Registration Statement, without charge, as many copies of the Prospectus or
     Prospectuses relating to such Registrable Securities (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Notice Holder may reasonably request; and the Company hereby consents
     (except during such periods that a Deferral Notice is outstanding and has
     not been revoked) to the use of such Prospectus or each amendment or
     supplement thereto by each Notice Holder in connection with any offering
     and sale of the Registrable Securities covered by such Prospectus or any
     amendment or supplement thereto in the manner set forth therein.

          (h)  Prior to any public offering of the Registrable Securities
     pursuant to the Shelf Registration Statement, use all reasonable efforts to
     register or qualify or cooperate with the Notice Holders in connection with
     the registration or qualification (or exemption from such registration or
     qualification) of such Registrable Securities for offer and sale under the
     securities or Blue Sky laws of such jurisdictions within the United States
     as any Notice Holder reasonably requests in writing (which request may be
     included in the Notice and Questionnaire); prior to any public offering of
     the Registrable Securities pursuant to the Shelf Registration Statement,
     use all reasonable efforts to keep each such registration or qualification
     (or exemption therefrom) effective during the Effectiveness Period in
     connection with such Notice Holder's offer and sale of Registrable
     Securities pursuant to such registration or qualification (or exemption
     therefrom) and do any and all other acts or things necessary or advisable
     to enable the disposition in such jurisdictions of such Registrable
     Securities in the manner set forth in the relevant Registration Statement
     and the related Prospectus; provided, that the Company will not be required
     to (i) qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where it would not otherwise be required to qualify but for
     this Agreement or (ii) take any action that would subject it to general
     service of process in suits or to taxation in any such jurisdiction where
     it is not then so subject.

                                       10
<PAGE>

          (i)  Upon (A) the issuance by the SEC of a stop order suspending the
     effectiveness of the Shelf Registration Statement or the initiation of
     proceedings with respect to the Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
     existence of any fact (a "Material Event") as a result of which any
     Registration Statement shall contain any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any Prospectus
     shall contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, or (C) the occurrence or existence of any pending
     corporate development that, in the discretion of the Company, makes it
     appropriate to suspend the availability of the Shelf Registration Statement
     and the related Prospectus, (i) in the case of clause (B) above, subject to
     the next sentence, as promptly as practicable prepare and file a post-
     effective amendment to such Registration Statement or a supplement to the
     related Prospectus or any document incorporated therein by reference or
     file any other required document that would be incorporated by reference
     into such Registration Statement and Prospectus so that such Registration
     Statement does not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary to
     make the statements therein not misleading, and such Prospectus does not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, as thereafter delivered to the purchasers of the
     Registrable Securities being sold thereunder, and, in the case of a post-
     effective amendment to a Registration Statement, subject to the next
     sentence, use all reasonable efforts to cause it to be declared effective
     as promptly as is reasonably practicable, and (ii) give notice to the
     Notice Holders that the availability of the Shelf Registration Statement is
     suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice,
     each Notice Holder agrees not to sell any Registrable Securities pursuant
     to the Registration Statement until such Notice Holder's receipt of copies
     of the supplemented or amended Prospectus provided for in clause (i) above,
     or until it is advised in writing by the Company that the Prospectus may be
     used, and has received copies of any additional or supplemental filings
     that are incorporated or deemed incorporated by reference in such
     Prospectus. The Company will use all reasonable efforts to ensure that the
     use of the Prospectus may be resumed (x) in the case of clause (A) above,
     as promptly as is practicable, (y) in the case of clause (B) above, as soon
     as, in the sole judgment of the Company, public disclosure of such Material
     Event would not be prejudicial to or contrary to the interests of the
     Company or, if necessary to avoid unreasonable burden or expense, as soon
     as reasonably practicable thereafter and (z) in the case of clause (C)
     above, as soon as, in the discretion of the Company, such suspension is no
     longer appropriate. The period during which the availability of the
     Registration Statement and any Prospectus is suspended (the "Deferral
     Period") shall, without the Company incurring any obligation to pay
     liquidated damages pursuant to Section 2(e), not exceed forty-five (45)
     days in any three (3) month period or ninety (90) days in any twelve (12)
     month period.

          (j)  If reasonably requested in writing in connection with a
     disposition of Registrable Securities pursuant to a Registration Statement,
     make reasonably available

                                       11
<PAGE>

     for inspection during normal business hours by a representative for the
     Notice Holders of such Registrable Securities and any broker-dealers,
     attorneys and accountants retained by such Notice Holders, all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and its subsidiaries, and cause the appropriate executive
     officers, directors and designated employees of the Company and its
     subsidiaries to make reasonably available for inspection during normal
     business hours all relevant information reasonably requested by such
     representative for the Notice Holders or any such broker-dealers, attorneys
     or accountants in connection with such disposition, in each case as is
     customary for similar "due diligence" examinations; provided, however, that
     such persons shall first agree in writing with the Company that any
     information that is reasonably and in good faith designated by the Company
     in writing as confidential at the time of delivery of such information
     shall be kept confidential by such persons and shall be used solely for the
     purposes of exercising rights under this Agreement, unless (i) disclosure
     of such information is required by court or administrative order or is
     necessary to respond to inquiries of regulatory authorities, (ii)
     disclosure of such information is required by law (including any disclosure
     requirements pursuant to federal securities laws in connection with the
     filing of any Registration Statement or the use of any Prospectus referred
     to in this Agreement), (iii) such information becomes generally available
     to the public other than as a result of a disclosure or failure to
     safeguard by any such person or (iv) such information becomes available to
     any such person from a source other than the Company and such source is not
     bound by a confidentiality agreement; and provided further, that the
     foregoing inspection and information gathering shall, to the greatest
     extent possible, be coordinated on behalf of all the Notice Holders and the
     other parties entitled thereto by the counsel referred to in Section 5.

          (k)  Comply with all applicable rules and regulations of the SEC and
     make generally available to its securityholders earning statements (which
     need not be audited) satisfying the provisions of Section 11(a) of the
     Securities Act and Rule 158 thereunder (or any similar rule promulgated
     under the Securities Act) no later than 45 days after the end of any 12-
     month period (or 90 days after the end of any 12-month period if such
     period is a fiscal year) commencing on the first day of the first fiscal
     quarter of the Company commencing after the effective date of a
     Registration Statement, which statements shall cover said 12-month periods.

          (l)  Cooperate with each Notice Holder to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities sold pursuant to a Registration Statement, and cause such
     Registrable Securities to be in such denominations as are permitted by the
     Indenture and registered in such names as such Notice Holder may request in
     writing at least two Business Days prior to any sale of such Registrable
     Securities.

          (m)  Provide a CUSIP number for all Registrable Securities covered by
     each Registration Statement not later than the effective date of such
     Registration Statement and provide the Trustee for the LYONs and the
     transfer agent for the Common Stock with printed certificates for the
     Registrable Securities that are in a form eligible for deposit with The
     Depository Trust Company.

                                       12
<PAGE>

          (n)  Make a reasonable effort to provide such information as is
     required for any filings required to be made with the National Association
     of Securities Dealers, Inc.

          (o)  Upon (i) the filing of the Initial Shelf Registration Statement
     and (ii) the effectiveness of the Initial Shelf Registration Statement,
     announce the same, in each case by release to Reuters Economic Services and
     Bloomberg Business News.

          (p)  Enter into such customary agreements and take all such other
     reasonable necessary actions in connection therewith (including those
     reasonably requested by the holders of a majority of the Registrable
     Securities being sold) in order to expedite or facilitate disposition of
     such Registrable Securities.

          (q)  Cause the Indenture to be qualified under the TIA not later than
     the effective date of any Registration Statement; and in connection
     therewith, cooperate with the Trustee to effect such changes to the
     Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and execute, and use all reasonable
     efforts to cause the Trustee to execute, all documents as may be required
     to effect such changes, and all other forms and documents required to be
     filed with the SEC to enable the Indenture to be so qualified in a timely
     manner.

          Section 4. Holder's Obligations. Each Holder agrees, by acquisition of
                     --------------------
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Registration Statement under
applicable law.

          Section 5. Registration Expenses. The Company shall bear all fees
                     ---------------------
and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective.  Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc.  and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and

                                       13
<PAGE>

disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock. In addition, the Company shall pay the internal
expenses of the Company (including, without limitation, all salaries and
expenses of officers and employees performing legal or accounting duties), the
expense of any annual audit, the fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company.

          Section 6. Indemnification; Contribution. (a) The Company agrees to
                     -----------------------------
indemnify and hold harmless the Initial Purchaser, each holder of Registrable
Securities and the respective Affiliates thereof, including the respective
officers, directors, employees, agents and representatives of the Initial
Purchaser, each holder of Registrable Securities and the respective Affiliates
thereof, as follows:

          (i)   against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading or
     arising out of any untrue statement or alleged untrue statement of a
     material fact included in any preliminary prospectus or the Prospectus (or
     any amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          (ii)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, provided that (subject to Section
     6(d) below) any such settlement is effected with the prior written consent
     of the Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of legal counsel), reasonably incurred in
     investigating, preparing or defending against any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission, or any such alleged untrue statement or omission, to the
     extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity shall not apply to any loss, liability,
--------  -------
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchaser, such holder of Registrable Securities (which also acknowledges the
indemnity provisions herein) or the respective Affiliates thereof, expressly for
use in the Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

                                       14
<PAGE>

          (b)  In connection with any Shelf Registration in which a holder,
including, without limitation, the Initial Purchaser, of Registrable Securities
is participating, in furnishing information relating to such holder of
Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser, the Company and the respective Affiliates thereof, including the
respective officers, directors, employees, agents and representatives of the
Initial Purchaser, the Company, and the respective Affiliates thereof, against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such holder of Registrable Securities (which also acknowledges
the indemnity provisions herein) and each person, if any, who controls any such
holder of Registrable Securities expressly for use in the Registration Statement
(or any amendment thereto) or such preliminary prospectus or the Prospectus (or
any amendment or supplement thereto).

          The Initial Purchaser agrees to indemnify and hold harmless the
Company, the holders of Registrable Securities, and the respective Affiliates
thereof, including the respective officers, directors, employees, agents and
representatives of the Company, the holders of Registrable Securities and
respective Affiliates thereof, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchaser expressly for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

          (c)  Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
--------  -------
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 hereof
(whether or not the indemnified parties are actual or

                                       15
<PAGE>

potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

          (d)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.

          (e)  If the indemnification provided for in this Section 6 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

          The relative fault of the Company on the one hand and the holders of
the Registrable Securities or the Initial Purchaser on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
holder of the Registrable Securities or the Initial Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e).  The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 6, neither the holder
of any Registrable Securities nor the Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such holder of Registrable
Securities or underwritten by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any
damages

                                       16
<PAGE>

that such holder of Registrable Securities or the Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

          No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 6(e), each person, if any, who controls
the Initial Purchaser or any holder of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such holder, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.

          Section 7.  Information Requirements. The Company covenants that, if
                      ------------------------
at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder of Registrable Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities (other than
Common Stock) under any section of the Exchange Act.

          Section 8.  Miscellaneous.  (a) No Conflicting Agreements.  The
                      -------------       -------------------------
Company is not, as of the date hereof, a party to, nor shall it, on or after the
date of this Agreement, enter into, any agreement with respect to its securities
that conflicts with the rights granted to the Holders of Registrable Securities
in this Agreement.  The Company represents and warrants that the rights granted
to the Holders of Registrable Securities hereunder do not in any way conflict
with the rights granted to the holders of the Company's securities under any
other agreements.

          (b)  Amendments and Waivers.  The provisions of this Agreement,
               ----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of LYONs deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such LYONs are or would be convertible or exchangeable
as of the date on which such consent is requested).  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration

                                       17
<PAGE>

Statement and that does not directly or indirectly affect the rights of other
Holders of Registrable Securities may be given by Holders of at least a majority
of the Registrable Securities being sold by such Holders pursuant to such
Registration Statement; provided, that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions
of the immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

          (c)  Notices.  All notices and other communications provided for or
               -------
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

          (w)  if to a Holder of Registrable Securities that is not a Notice
     Holder, at the address for such Holder then appearing on the books of the
     Registrar (as defined in the Indenture);

          (x)  if to a Notice Holder, at the most current address given by such
     Holder to the Company in a Notice and Questionnaire or any amendment
     thereto;

          (y)  if to the Company, to:

          Marriott International, Inc.
          10400 Fernwood Road
          Bethesda, Maryland 20817
          Attention: Treasurer
                     Department 52/924.11
          Telecopy No.: 301-380-5067

          with a copy to:

          Assistant General Counsel
          Corporate Finance
          Department 52/923.23
          Telecopy No.: 301-380-6726

          and

          (z)  if to the Initial Purchaser, to:

          Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated 4 World Financial Center

                                       18
<PAGE>

          North Tower
          250 Vesey Street
          New York, New York 10080
          Attention: Syndicate Department
          Telecopy No.: (212) 449-1000

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

          (d)  Approval of Holders.  Whenever the consent or approval of Holders
               -------------------
of a specified percentage of Registrable Securities is required hereunder, the
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

          (e)  Successors and Assigns.  Any person who purchases any Registrable
               ----------------------
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

          (f)  Counterparts.  This Agreement may be executed in any number of
               ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

          (g)  Headings.  The headings in this Agreement are for convenience of
               --------
reference only and shall not limit or otherwise affect the meaning hereof.

          (h)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
               -------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

          (i)  Severability.  If any term, provision, covenant or restriction of
               ------------
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

          (j)  Entire Agreement.  This Agreement is intended by the parties as a
               ----------------
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained

                                       19
<PAGE>

herein and the registration rights granted by the Company with respect to the
Registrable Securities. Except as provided in the Purchase Agreement, there are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein, with respect to the registration rights granted by
the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect
to such registration rights.

          (k)  Termination.  This Agreement and the obligations of the parties
               -----------
hereunder shall terminate upon the expiration of the Effectiveness Period,
except for any liabilities or obligations under Sections 4, 5 or 6 hereof and
the obligations to make payments of and provide for liquidated damages under
Section 2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

               [Remainder of this page intentionally left blank]

                                       20
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                          MARRIOTT INTERNATIONAL, INC.

                                          By:_____________________________
                                             Name:
                                             Title:


Confirmed and accepted as
of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
        INCORPORATED


By:_____________________________
   Name:
   Title:

                                       21