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Exhibit 10.1
CONFORMED COPY
FIRST AMENDMENT (this "AMENDMENT"), dated as of June 26, 2003,
to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated as of
December 10, 2002 (the "CREDIT AGREEMENT"), among CENDANT CORPORATION, a
Delaware corporation (the "BORROWER"), the financial institutions parties
thereto (the "LENDERS"), JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), Bank of America, N.A. as Syndication Agent and The Bank of Nova Scotia,
Citibank N.A. and Barclays Bank PLC as Co-Documentation Agents.
W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower;
WHEREAS, the Borrower has requested that a certain provision
of the Credit Agreement be amended as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendment
on the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the undersigned hereby agree as follows:
I. DEFINED TERMS. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
II. AMENDMENT TO SECTION 2.23. Section 2.23(a)(i) of the
Credit Agreement is hereby amended by deleting the reference to "$1,250,000,000"
in clause (C) thereof and substituting in lieu thereof "$1,750,000,000".
III. 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 the Credit Agreement shall have duly executed and
delivered to the Administrative Agent this Amendment.
IV. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants that (a) each of the representations and warranties in
Section 3 of the Credit Agreement 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.
V. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended hereby, the provisions of the Credit Agreement are and shall remain in
full force and effect.
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VI. 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.
VII. 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/ DUNCAN H. COCROFT
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Name: Duncan H. Cocroft
Title: Treasurer
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /s/ RANDOLPH CATES
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Name: Randolph Cates
Title: Vice President
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BANK OF AMERICA, N.A.
By: /s/ IGOR SUICA
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Name: Igor Suica
Title: Vice President
CITIBANK N.A.
By: /s/ WILLIAM G. MARTENS, III
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Name: William G. Martens, III
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ TODD S. MELLER
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Name: Todd S. Meller
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ JOHN GIANNONE
--------------------------------
Name: John Giannone
Title: Director
BANK ONE, N.A.
By: /s/ NELSON ALBRECHT
-------------------
Name: Nelson Albrecht
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ROD HURST
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Name: Rod Hurst
Title: Vice President
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THE ROYAL BANK OF SCOTLAND PLC
By: /s/ STEVE BARLOW
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Name: Steve Barlow
Title: Corporate Director
WESTLB AG, NEW YORK BRANCH
By: /s/ RICHARD J. PEARSE
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Name: Richard J. Pearse
Title: Executive Director
By: /s/ ALAN S. BOOKSPAN
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Name: Alan S. Bookspan
Title: Director
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By: /s/ J. WILLIAM RHODES
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Name: J. William Rhodes
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ PETER R. C. KNIGHT
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Name: Peter R. C. Knight
Title: Joint General Manager
BMO NESBITT BURNS FINANCING, INC.
By: /s/ BRIAN L. BANKE
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Name: Brian L. Banke
Title: Managing Director
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CREDIT SUISSE FIRST BOSTON,
Cayman Islands Branch
By: /s/ BILL O'DALY
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Name: Bill O'Daly
Title: Director
By: /s/ CASSANDRA DROOGAN
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Name: Cassandra Droogan
Title: Associate
DANSKE BANK A/S
By: /s/ GEORGE B. WENDELL
--------------------------------
Name: George B. Wendell
Title: Vice President
By: /s/ PETER L. HARGRAVES
---------------------------------
Name: Peter L. Hargraves
Title: Vice Presideny
MELLON BANK, N.A.
By: /s/ J. WADE BELL
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Name: J. Wade Bell
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ROGER A. GROSSMAN
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Name: Roger A. Grossman
Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ JOHN A. KONSTANTOS
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Name: John A. Konstantos
Title: Vice President
WESTPAC BANKING CORPORATION
By: /s/ LISA PORTER
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Name: Lisa Porter
Title: Vice President
CHANG HWA COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By: /s/ MING-HSIEN LIN
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Name: Ming-Hsien Lin
Title: VP & General Manager