AMENDMENT AND WAIVER (this "Waiver"), dated as of April 15, 1998, to the
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of
October 2, 1996 (as each of the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), by and among CENDANT
CORPORATION a Delaware corporation (the "Borrower"), the financial institutions
parties thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as agent for the Lenders (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to amend and waiver certain
provisions of the Credit Agreements upon the terms and conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreements and used herein
shall have the meanings given to them in the Credit Agreements.
2. Amendment and Waivers. (a) The Required Lenders under each Credit
Agreement hereby waive compliance by the Borrower with the provisions of Section
4.2(b) of the Credit Agreements for the period prior to the Effective Date (as
defined below) to the extent such Section 4.2(b) refers to paragraphs (ii) and
(iii) of Section 3.4 of the Credit Agreements and agree that failure of the
representations in paragraphs (ii) and (iii) of Section 3.4 of the Credit
Agreements to be correct will not constitute a Default or an Event of Default.
On and after the Effective Date paragraphs (ii) and (iii) of Section 3.4 of the
Credit Agreements shall be deleted.
(b) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Section 5.1(a), (b), (c) and
(h) of the Credit Agreements with respect to the financial statements, officer's
certificates and accountant's certificate required to be delivered in respect to
the fiscal year ending December 31, 1997 and fiscal quarter ending March 31,
1998 as long a such financial statements and certificates are delivered on or
prior to June 15, 1998. The Required Lenders agree that the failure to deliver
such financial statements and certificates prior to June 15, 1998 shall not
constitute a Default or Event of Default.
(c) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Sections 5.6 of the Credit
Agreements with respect to the matters disclosed in the Borrower's press release
dated April 15, 1998.
3. Effective Date. This Waiver shall become effective on the date (the
"Effective Date") on which the Borrower, the Administrative Agent and the
Required Lenders under each Credit Agreement shall have duly executed and
delivered to the Administrative Agent this Waiver.
4. No Other Amendments; Confirmation. Except as expressly waived and
amended hereby, the provisions of the Credit Agreement and each of the
Fundamental Documents are and shall remain in full force and effect.
5. Governing Law. This Waiver and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York.
6. Counterparts. This Waiver may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Waiver may be delivered by facsimile transmission of the relevant signature
pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this Waiver to be executed
and delivered by their duly authorized officers as of the date first above
written.
CENDANT CORPORATION
By: /s/ Terry E. Kridler
Name: Terry E. Kridler
Title: Senior Vice President and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Carol A. Ulmer
Name: Carol A. Ulmer
Title: Vice President
ABN-AMRO BANK N.V. NEW YORK BRANCH
By: /s/ Diane R. Maurice
Name: Diane R. Maurice
Title: Vice President
By: /s/ William J. Van Nostrand
Name: William J. Van Nostrand
Title: Group Vice President and Director
BANK OF AMERICA NT&SA
By: /s/ S. Aronwitz
Name: S. Aronwitz
Title: MD
BANK OF MONTREAL
By:
Name:
Title:
THE BANK OF NEW YORK
By: /s/ Eliza S. Adams
Name: Eliza S. Adams
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ S. Lockhart
Name: S. Lockhart
Title: VP
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Michael C. Irwin
Name: Michael C. Irwin
Title: Vice President
BANQUE PARIBAS
By: /s/ Duane Helkowski
Name: Duane Helkowski
Title: Vice President
By: /s/ Robert G. Carino
Name: Robert G. Carino
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/ Alex Kohnert
Name: Alex Kohnert
Title: Vice President
By: /s/ Sean O'Sullivan
Name: Sean O'Sullivan
Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: /s/ Marianne Weinzinger
Name: Marianne Weinzinger
Title: Vice President
By: /s/ Pamela J. Gillons
Name: Pamela J. Gillons
Title: Assistant Treasurer
CIBC INC
By: /s/ Christopher P. Kleczkowski
Name: Christopher P. Kleczkowski
Title: Executive Director, CIBC
Oppenheimer Corp., as agent
CITIBANK, N.A.
By: /s/ Larry Farley
Name: Larry Farley
Title: Vice President
COMERICA BANK
By: /s/ Kimberly S. Kersten
Name: Kimberly S. Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimer Labon
Name: Vladimer Labon
Title: First Vice President-Manager
CREDIT SUISSE FIRST BOSTON
By: /s/ Robert N. Finney
Name: Robert N. Finney
Title: Managing Director
By: /s/ Thomas G. Mudio
Name: Thomas G. Mudio
Title: Vice President
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK,
CAYMAN ISLAND BRANCH
By: /s/ Stefanie Gaensslen
Name: Stefanie Gaensslen
Title: Asst. Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Scott M. Bane
Name: Scott M. Bane
Title: Senior Vice President
FIRST HAWAIIAN BANK
By: /s/ Scott R. Nahme
Name: Scott R. Nahme
Title: Vice President
FIRST NATIONAL BANK OF BOSTON
By: /s/ Carlton F. Williams
Name: Carlton F. Williams
Title: Director
FIRST NATIONAL BANK OF CHICAGO
By: /s/ Kyle G. Freimuth
Name: Kyle G. Freimuth
Title: Asst. Vice President
FIRST NATIONAL BANK OF MARYLAND
By: /s/ Susan Elliott Benninghoff
Name: Susan Elliott Benninghoff
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Reyno A. Giallongo, Jr.
Name: Reyno A. Giallongo, Jr.
Title: S.V.P.
FLEET NATIONAL BANK
By: /s/ Marlene R. Haddad
Name: Marlene R. Haddad
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Raymond Ventura
Name: Raymond Ventura
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN
LIMITED
NEW YORK BRANCH
By: /s/ Jeffrey Cole
Name: Jeffrey Cole
Title: Senior Vice President
MELLON BANK, N.A.
By:
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Claire E. Aldrich
Name: Claire E. Aldrich
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Eileen C. Higgins
Name: Eileen C. Higgins
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Eric Strickland
Name: Eric Strickland
Title: Vice President
PNC BANK, N.A.
By: /s/ Michael Nards
Name: Michael Nards
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ David A. Barselou
Name: David A. Barselou
Title: Senior Manager Corporate Banking
THE SAKURA BANK, LIMITED
By: /s/ Yasumasa Kikuchi
Name: Yasumasa Kikuchi
Title: Senior Vice President
THE SANWA BANK, LIMITED
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ John C. Kissinger
Name: John C. Kissinger
Title: Joint General Manager
SUMMIT BANK
By: /s/ Bruce A. Gray
Name: Bruce A. Gray
Title: Vice President
Large Corporate Group
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Elliot Jaffee
Name: Elliot Jaffee
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
Name:
Title:
BANKERS TRUST COMPANY
By: /s/ James Reilly
Name: James Reilly
Title: Vice President