AMENDMENT (this "Amendment"), dated as of September 25, 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. (a) Section 1 of the 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 this Agreement 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 the Credit Agreement is amended by deleting
the definition of "Consolidated EBITDA" and substituting for 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 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) Subsection 5.1(b) of the Term Loan Agreement is amended by
deleting the first parenthetical clause therein and substituting therefor the
phrase "(or, in the case of the
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fiscal quarters ending on or about March 31, 1998 and June 30, 1998, on or prior
to October 16, 1998)".
(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 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.
7. Representations and Warranties. The Borrower hereby
represents and warrants that (a) each of the representations and warranties
in Section 3 of the Term Loan Agreement (other than those set forth in Sections
3.4 and 3.5) shall be, after giving effect to this Amendment, true and correct
in all material respects as if made on and as of the Effective Date (unless such
representations and warranties are stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date) and (b) after giving effect to
this Amendment, no Default or Event of Default shall have occurred and be
continuing.
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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 President and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /S/ Carol A. Ulmer
------------------------------
Name: Carol A. Ulmer
Title: Vice President
BANK OF AMERICA NT&SA
By: /s/ Steve A. Aronowitz
------------------------------
Name: Steve A. Aronowitz
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ Eric Jaeger
------------------------------
Name: Eric Jaeger
Title: Director
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BANK BRUSSELS LAMBERT, NEW YORK
BRANCH
By:
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ J.W. Campbell
------------------------------
Name: J.W. Campbell
Title: Unit Head
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, NEW
YORK BRANCH
By: /s/ Robert Taylor
------------------------------
Name: Robert Taylor
Title: Senior Vice President
By: /s/ Richard L. Sted
------------------------------
Name: Richard L. Sted
Title: Senior Vice President
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BANQUE PARIBAS, NEW YORK BRANCH
By: /s/ Duane Helkowski
------------------------------
Name: Duane Helkowski
Title: Vice President
By: /s/ David I. Canavan
------------------------------
Name: David I. Canavan
Title: Director
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Gerald Girardi
------------------------------
Name: Gerald Girardi
Title: Executive Director
COMERICA BANK
By: /s/ Kimberly S. Kersten
------------------------------
Name: Kimberly S. Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Rod Hurst
------------------------------
Name: Rod Hurst
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Chris T. Horgan
------------------------------
Name: Chris T. Horgan
Title: Vice President
By: /s/ Kristin Lepri
------------------------------
Name: Kristin Lepri
Title: Associate
FIRST UNION NATIONAL BANK
By:
------------------------------
Name:
Title:
FLEET NATIONAL BANK
By: /s/ Marlene K. Haddad
------------------------------
Name: Marlene K. Haddad
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Toshiaki Yakura
------------------------------
Name: Toshiaki Yakura
Title: Senior Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ William Kennedy
------------------------------
Name: William Kennedy
Title: Vice President
MELLON BANK, N.A.
By: /s/ Donald G. Cassidy, Jr.
------------------------------
Name: Donald G. Cassidy, Jr.
Title: First Vice President
NATIONSBANK, N.A.
By: /s/ Eileen C. Higgins
------------------------------
Name: Eileen C. Higgins
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Sheryl L. Greenberg
------------------------------
Name: Sheryl L. Greenberg
Title: Senior Manager
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ John C. Kissinger
------------------------------
Name: John C. Kissinger
Title: General Manager
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WELLS FARGO BANK, N.A.
By: /s/ Donald Hartmann
------------------------------
Name: Donald Hartmann
Title: Senior Vice President
By: /s/ Donald Hartmann
------------------------------
Name: Donald Hartmann
Title: Senior Vice President
PNC BANK, N.A.
By: /s/ Frieda Youlios
------------------------------
Name: Frieda Youlios
Title: Vice President