AMENDMENT (this "Amendment"), dated as of May 6, 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 Agreements"), 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").
W I T N E S S E T H:
WHEREAS, pursuant to the Amendment and Waiver dated as of April 15, 1998
(the "April Waiver") the Lenders waived compliance by the Borrower with certain
provisions of the Credit Agreements through June 15, 1998;
WHEREAS, the Borrower has requested the Lenders to amend certain provisions
of the April Waiver and 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. Amendments. (a) The Required Lenders under each Credit Agreement hereby
agree that each reference in Section 2(b) and 2(c) of the April Waiver to the
date "June 15, 1998" shall instead be a reference to "August 31, 1998".
(b) Section 1 of each Credit Agreement is hereby amended by adding at the
end of the definition of "Consolidated Interest Expense" the following:
Notwithstanding the foregoing, interest expense on any Indebtedness of the
Borrower or any of its Subsidiaries which (or the proceeds of which) directly or
indirectly provides credit support for the RAC Loan Notes shall be deemed not to
be included in Consolidated Interest Expense.
(c) Section 1 of each Credit Agreement is hereby amended by adding at the
end of the definition of "Indebtedness" the following:
In order to avoid doubt with respect to double counting, any Indebtedness of the
Borrower or any of its Subsidiaries, in an amount not to exceed the principal of
the RAC Loan Notes, which (or the proceeds of which) directly or indirectly
provides credit support for the RAC Loan Notes shall be deemed not to be
Indebtedness for purposes of this Agreement.
(d) Section 1 of each Credit Agreement is hereby amended by adding thereto
in appropriate alphabetical order the following definitions:
"CFHC" shall mean Cendant Finance Holding Corporation (comprising the
companies formerly constituting, and owned by, HFS Incorporated), a Delaware
corporation.
"RAC Loan Notes" shall mean the loan notes to be issued by the Borrower to
the sellers of the RAC Motoring Service Limited business in connection with the
Borrower's acquisition of such business.
(e) Section 6.1 of each Credit Agreement is hereby amended as follows:
(i) the word "and" at the end of paragraph (g) is deleted;
(ii) the phrase "and paragraph (i) below" is added immediately after the
phrase "(a) - (g) above" in paragraph (h) thereof;
(iii) the period at the end of paragraph (h) thereof is deleted and
replaced with the phrase "; and"; and
(iv) the following paragraph is added at the end thereof:
(i) in addition to the Indebtedness permitted by paragraphs (a) - (h)
above, Indebtedness of CFHC so long as CFHC shall have guaranteed payment of the
Borrower's obligations under this Agreement on terms reasonably satisfactory to
the Administrative Agent.
(f) Section 6.5 of each Credit Agreement is hereby amended as follows:
(i) the word "and" at the end of paragraph (g) is deleted; and
(ii) paragraph (h) is relettered paragraph (i) and the following new
paragraph (h) is added:
(h) Liens consisting of cash and/or cash equivalents collateral securing
the RAC Loan Notes or guarantees thereof provided that the amount of such cash
collateral shall not exceed the amount of unpaid principal and accrued interest
on the RAC Loan Notes at any time; and
3. Effective Date. This Amendment 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 Amendment.
4. No Other Amendments; Confirmation. Except as expressly 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 Amendment 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 Amendment 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 Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
7. Fundamental Document. Any guarantee of a Credit Agreement executed by
CFHC in accordance with Section 6.1(i) of such Credit Agreement shall be a
Fundamental Document under such Credit Agreement.
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/ Michael P. Monaco
Title: Vice Chairman and Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ Carol A. Ulmer
Title: Vice President
ABN-AMRO BANK N.V. NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
ANK OF AMERICA NT&SA
By: /s/ Steve Aronowitz
Title: Managing Director
BANK OF MONTREAL
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ William Dinicola
Title: Vice President
BANQUE PARIBAS
By:
Name:
Title:
By:
Name:
Title:
BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH
By: /s/ Peter Obermann By: /s/ Sean O'Sullivan
Title: Senior Vice President Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH
By: /s/ Marianne Weinzinger
Title: Vice President
By: /s/ Pamela J. Gillons
Title: Assistant Treasurer
CIBC INC.
By: /s/ Elizabeth Fischer
Title: Executive Director CIBC Oppenheimer Corp. AS AGENT
CITIBANK, N.A.
By: /s/ Larry Farley
Title: Vice President
COMERICA BANK
By: /s/ Kimberly S. Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By: /s/ Chris T. Horgan
Title: Vice President
By: /s/ Kristin Lepri
Title: Associate
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLAND BRANCH
By: /s/ John L. Dean By: /s/ Lynne Mc Carthy
Title: Senior Vice President Title: Asst. Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Scott Bane
Title: Senior Vice President
FIRST HAWAIIAN BANK
By:
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Carlton F. Williams
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Cory M. Helfand
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
FLEET NATIONAL BANK
By:
Name:
Title:
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By:
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH
By: /s/ John V. Veltri
Title: Joint General Manager
MELLON BANK, N.A.
By:
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:
Name:
Title:
NATIONSBANK, N.A.
By: /s/ Eileen C. Higgins
Title: Vice President
THE NORTHERN TRUST COMPANY
By:
Name:
Title:
PNC BANK, N.A.
By:
Name:
Title:
ROYAL BANK OF CANADA
By:
Name:
Title:
THE SAKURA BANK, LIMITED
By:
Name:
Title:
THE SANWA BANK, LIMITED
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By: /s/ John C. Kissinger
Title: Joint General Manager
SUMMIT BANK
By:
Name:
Title:
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
UNITED STATES NATIONAL BANK OF
OREGON
By:
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
Name:
Title:
BANKERS TRUST COMPANY
By:
Name:
Title: