CONFORMED COPY
AMENDMENT (this "Amendment"), dated as of October 30, 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 Term Loan Agreement is
amended by adding the following to the definition of "Consolidated EBITDA"
immediately after clause (vii) thereof:
minus (viii) any cash expenditures during such period to the extent
such cash expenditures (x) did not reduce Consolidated Net Income for
such period and (y) were applied against reserves that constituted
non-cash items which reduced Consolidated Net Income during prior
periods,
(b) Section 1 of the Term Loan Agreement is amended by adding
at the end of the first sentence of the definition of "Consolidated Interest
Expense" the following:
minus, without duplication, any interest income of the Borrower and
its Consolidated Subsidiaries on a consolidated basis during such
period.
(c) Section 1 of the Term Loan Agreement is amended by
deleting clause (ii) from the definition of "Consolidated Net Income" and
substituting therefor the phrase "(ii) [INTENTIONALLY OMITTED]".
(d) Schedules 6.1 and 6.5 of the Term Loan Agreement are
hereby amended by replacing such Schedules with new Schedules 6.1 and 6.5 in
the forms of Schedules 6.1 and 6.5, respectively, attached to this Amendment.
3. Effective Date. This Amendment shall become effective on
the date (the "Effective Date") on which:
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(a) the Borrower, the Administrative Agent and the Required
Lenders shall have duly executed and delivered to the Administrative Agent this
Amendment; and
(b) the Lenders shall have received the (i) revised audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries as of December 31, 1997 and December 31, 1996, as adjusted for the
accounting irregularities disclosed in the Borrower's amended 1997 Form 10K/A
filed with the Securities and Exchange Commission and (ii) unaudited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries as of March 31, 1998 and June 30, 1998.
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 Monaco
---------------------------------
Name: Michael Monaco
Title: Chief Financial Officer
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/ Karen M. Wagner
---------------------------------
Name: Karen M. Wagner
Title: Associate Director
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BANK BRUSSELS LAMBERT, NEW YORK
BRANCH
By:
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ S. Lockhart
---------------------------------
Name: S. Lockhart
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:/s/ William DiNicola
---------------------------------
Name: William DiNicola
Title: Attorney-In-Fact
BANQUE NATIONALE DE PARIS, NEW YORK
BRANCH
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
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PARIBAS, NEW YORK BRANCH
By: /s/ Sean Reddington
-----------------------------
Name: Sean Reddington
Title: Vice President
By: /s/ Russell Pomerantz
-----------------------------
Name: Russell Pomerantz
Title: Vice President
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/ Vladimir Labun
-----------------------------
Name: Vladimir Labun
Title: First Vice President-Manager
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CREDIT SUISSE FIRST BOSTON
By: /s/ Bill O'Daly
----------------------------
Name: Bill O'Daly
Title: Vice President
By: /s/ Joel Glodowski
----------------------------
Name: Joel Glodowski
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ Christopher McLaughlin
----------------------------
Name: Christopher McLaughlin
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Marlene K. Haddad
----------------------------
Name: Marlene K. Haddad
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By:
----------------------------
Name:
Title:
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By: /s/ Christian Giordano
---------------------------
Name: Christian Giordano
Title: Vice President
MELLON BANK, N.A.
By: /s/ Donald G. Cassidy, Jr.
---------------------------
Name: Donald G. Cassidy, Jr.
Title: First 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/ J. Bruce Meredith
---------------------------
Name: J. Bruce Meredith
Title: Senior Vice President
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WELLS FARGO BANK, N.A.
By: /s/ Donald Hartmann
---------------------------------------
Name: Donald Hartmann
Title: Senior Vice President
By: /s/ David Hollingsworth
---------------------------------------
Name: David HollingsworthFrieda Youlios
Title: Vice President
Schedule 6.1
Existing Indebtedness and Guarantees
Lease Agreement dated 11/29/91 between Days Inns of America, Inc. and John
Hancock Life Insurance Company in the amount of $373,970.
Lease Agreement dated 8/1/93 between Coldwell Banker Corporation and Pitney
Bowes in the amount of $22,805.
Lease Agreement dated 6/1/95 between Coldwell Banker Corporation and Xerox
Corporation in the amount of $652,331.
Unsecured borrowings by Coldwell Banker Corporation from Wells Fargo Bank in
principal amount of $27,000,000.
Prior to March 31, 1999, $100 million Credit Facility dated March 27, 1998
between Hebdo Mag Inc., the lenders thereto and the Canadian Imperial Bank of
Commerce.
Schedule 6.5
Existing Liens
--------------
Liens in connection with leases of office equipment incurred in the
ordinary course of business.