AMENDMENT (this "Amendment"), dated as of August 26, 1998, to
the TERM LOAN AGREEMENT dated as of May 29, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Term Loan
Agreement"), by and among CENDANT CORPORATION, a Delaware corporation (the
"Borrower"), the financial institutions parties thereto (the "Lenders"), the
Syndication Agent, Co-Documentation Agents, Managing Agents and Co-Agents named
therein 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 Term Loan Agreement 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 Term Loan Agreement
and used herein shall have the meanings given to them in the Term Loan
Agreement.
2. Amendments. The Required Lenders hereby agree that each
reference in Sections 5.1(a) and 5.1(b) of the Term Loan Agreement to the date
"August 31, 1998" shall instead be a reference to "September 30, 1998".
(b) Subsection 5.1(b) of the Term Loan Agreement is amended by
deleting the phrase "fiscal quarter ending on or about March 31, 1998" and
substituting therefor the phrase "fiscal quarters ending on or about March 31,
1998" and June 30, 1998".
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 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 Term Loan 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.
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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
------------------------------------
Name: Michael P. Monaco
Title: Vice Chairman and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/Carol Ulmer
----------------------------------
Name:/s/Carol Ulmer
Title: Vice President
BANK OF AMERICA NT&SA
By: /s/ Steve Aronowitz
----------------------------------
Name: /s/ Steve Aronowitz
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ Eric Jaeger
----------------------------------
Name: /s/ Eric Jaeger
Title: Director
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BANK BRUSSELS LAMBERT, NEW YORK
BRANCH
By: /s/ M.C. Swinnen
----------------------------------
Name: /s/ M.C. Swinnen
Title: Senior Manager
THE BANK OF NOVA SCOTIA
By: /s/ S. Lockhart
----------------------------------
Name: /s/ S. Lockhart
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ W. DiNicola
----------------------------------
Name: /s/ W. DiNicola
Title: Attorney-In-Fact
BANQUE NATIONALE DE PARIS, NEW
YORK BRANCH
By: /s/ Robert Taylor
----------------------------------
Name: /s/ Robert Taylor
Title: Senior Vice President
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BANQUE PARIBAS, NEW YORK BRANCH
By: /s/ Duane Helkowski
----------------------------------
Name: /s/ Duane Helkowski
Title: Vice President
By: /s/ Sean Riddington
----------------------------------
Name: /s/ Sean Riddington
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Gerald Girardi
----------------------------------
Name: /s/ Gerald Girardi
Title: Executive Director
COMERICA BANK
By: /s/ Kimberly Kersten
----------------------------------
Name: /s/ Kimberly Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Rod Hurst
----------------------------------
Name: /s/ Rod Hurst
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Chris Horgan
----------------------------------
Name: /s/ Chris Horgan
Title: Vice President
By: /s/ Kristin Lepri
----------------------------------
Name: /s/ Kristin Lepri
Title: Associate
FIRST UNION NATIONAL BANK
By: /s/ Mark Smith
----------------------------------
Name:/s/ Mark Smith
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Marlene Haddad
----------------------------------
Name: /s/ Marlene Haddad
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Toshiaki Yakura
----------------------------------
Name: /s/ Toshiaki Yakura
Title: Senior Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ William Kennedy
----------------------------------
Name: /s/ William Kennedy
Title: Vice President
MELLON BANK, N.A.
By: /s/ Donald Cassidy
----------------------------------
Name: /s/ Donald Cassidy
Title: First Vice President
NATIONSBANK, N.A.
By: /s/ Eileen Higgins
----------------------------------
Name: /s/ Eileen Higgins
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Sheryl Greenberg
----------------------------------
Name: /s/ Sheryl Greenberg
Title: Senior Manager
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THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Kazoyoshi Ogawa
----------------------------------
Name: /s/ Kazoyoshi Ogawa
Title: Joint General Manager
WELLS FARGO BANK, N.A.
By: /s/ Timothy McDevitt
----------------------------------
Name:/s/ Timothy McDevitt
Title: Vice President
----------------------------------
/s/ David Hollingsworth
Vice President