AMENDMENT AND WAIVER (this "Amendment"), dated as of September
25, 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, the Borrower has requested the Lenders to amend
certain provisions of the Credit Agreements and to consent to the extension of
the date by which the Borrower's financial statements for the fiscal quarters
ending March 31, 1998 and June 30, 1998 are required to be delivered to October
16, 1998;
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 and Waiver. (a) Section 1 of each Credit
Agreement is amended by adding at the end of the definition of "Consolidated
Total Indebtedness" the following:
For purposes of this definition, the amount of Indebtedness outstanding
under the Borrower's Term Loan Agreement dated as of May 29, 1998, as
amended, at any time shall be deemed to be reduced (but not to less
than zero) by the amount of cash and cash equivalents of the Borrower
and its Consolidated Subsidiaries at such time determined on a
consolidated basis in accordance with GAAP.
(b) Section 1 of each Credit Agreement is amended by deleting
the definition of "Consolidated EBITDA" and substituting therefor the following:
"Consolidated EBITDA" shall mean, without duplication, for any
period for which such amount is being determined, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) provision
for taxes based on income, (iii) depreciation expense, (iv)
Consolidated Interest Expense, (v) amortization expense, (vi)
non-recurring cash charges or expenses in fiscal year 1998 not to
exceed $363,600,000 to the extent incurred or paid in such period plus
(vii) other non-cash items reducing Consolidated Net Income, all as
determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries in accordance with GAAP. Notwithstanding the
foregoing, in calculating Consolidated EBITDA pro forma effect shall be
given to each acquisition of a Subsidiary or any entity acquired in a
merger in any relevant period
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for which the covenants set forth in Sections 6.7 and 6.8 are being
calculated as if such acquisition had been made on the first day of
such period.
(c) The Required Lenders under each Credit Agreement hereby
waive compliance by the Borrower with the provisions of Section 5.1(b) and (c)
of the Credit Agreements with respect to the financial statements and officer's
certificates required to be delivered in respect of the fiscal quarters ending
March 31, 1998 and June 30, 1998 as long as such financial statements and
certificates are delivered on or prior to October 16, 1998. The Required Lenders
agree that the failure to deliver such financial statements and certificates
prior to October 16, 1998 shall not constitute a Default or Event of Default.
(d) The amendments set forth in paragraphs (a) and (b) above
shall be effective for the fiscal quarter ending June 30, 1998 and thereafter.
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 Agreements 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.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed and delivered by their duly authorized officers as of the date
first above written.
CENDANT CORPORATION
By: /s/ Michael P. Monaco
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Name: Michael P. Monaco
Title: Vice Chairman and CFO
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THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
-------------------------------
Name:
Title:
ABN-AMRO BANK N.V. NEW YORK
BRANCH
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
BANK OF AMERICA NT&SA
By:
-------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-------------------------------
Name:
Title:
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THE BANK OF NOVA SCOTIA
By:
-------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
-------------------------------
Name:
Title:
BANQUE PARIBAS
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By:
-------------------------------
Name:
Title:
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BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CANADIAN IMPERIAL
BANK OF COMMERCE
By:
-------------------------------
Name:
Title:
CITIBANK, N.A.
By:
-------------------------------
Name:
Title:
COMERICA BANK
By:
-------------------------------
Name:
Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
-------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK, CAYMAN
ISLAND BRANCH
By:
-------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By:
-------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By:
-------------------------------
Name:
Title:
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THE FIRST NATIONAL BANK OF BOSTON
By:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------
Name:
Title:
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:
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By:
-------------------------------
Name:
Title:
MELLON BANK, N.A.
By:
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Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:
-------------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
-------------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY
By:
-------------------------------
Name:
Title:
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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:
-------------------------------
Name:
Title:
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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: