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Exhibit 10.3
CONFORMED COPY
SECOND AMENDMENT (this "AMENDMENT"), dated as of October 29, 2003, to
the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated as of
December 10, 2002 (as amended, supplemented or otherwise modified from time to
time, 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:
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 certain provisions 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. Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
II. AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 SECTION 1. Section 1 of the Credit Agreement is hereby
amended as follows:
(a) by inserting the words "or issue a Competitive Letter
of Credit pursuant to Section 2.4A, as applicable," after the words
"Section 2.4" in the definition of "Competitive Bid".
(b) by inserting the words "or 2.4A(d), as applicable,"
after the words "Section 2.4(d)" in the definition of "Competitive Bid
Accept/Reject Letter".
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(c) by inserting the following new definitions in their
appropriate alphabetical positions:
"COMPETITIVE BID COMMISSION" shall mean as to any Competitive Bid for
a Competitive Letter of Credit the fixed letter of credit commission (expressed
as a percentage rate per annum in the form of a decimal to four places) offered
by the Lender making such Competitive Bid as specified in the Competitive Bid
relating to such Competitive Letter of Credit.
"COMPETITIVE L/C EXPOSURE" shall mean, at any time, L/C Exposure
attributable to Competitive Letters of Credit.
"COMPETITIVE LETTER OF CREDIT" shall mean a letter of credit issued by
a Lender for the account of the Borrower pursuant to the bidding procedure
described in Section 2.4A.
"REVOLVING L/C EXPOSURE" shall mean, at any time, L/C Exposure
attributable to Letters of Credit.
(d) by deleting the definition of "Competitive Bid Rate"
in its entirety and substituting in lieu thereof the following:
"COMPETITIVE BID RATE" shall mean (i) as to any Competitive Bid for a
Competitive Loan made by a Lender pursuant to Section 2.4(b), (a) in the case of
a LIBOR Loan, the Margin and (b) in the case of a Fixed Rate Loan, the fixed
rate of interest offered by the Lender making such Competitive Bid and (ii) as
to any Competitive Bid for a Competitive Letter of Credit made by a Lender
pursuant to Section 2.4A(b), the Competitive Bid Commission.
(e) by inserting the words "or Section 2.4A(d), as
applicable," after the words "Section 2.4" in the definition of
"Competitive Bid Request".
(f) by inserting the words "(i) in the case of Letters of
Credit," after the words "shall mean" in the first line of the
definition of "Issuing Lender" and by adding the following at the end
of such definition:
"and (ii) in the case of Competitive Letters of Credit, the respective
Lenders which have issued such Competitive Letters of Credit."
(g) by inserting the words "and Competitive Letters of
Credit" after each of the two references to "Letters of Credit" in the
definition of "L/C Exposure".
(h) by inserting the words "and Competitive Letters of
Credit" after the words "Letters of Credit" in the definition of
"Obligations".
(i) by adding the words "or Competitive Letters of Credit"
after the words "Letters of Credit" in the definition of "Other
Taxes".
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2.2 SECTION 2.1(a). Section 2.1(a) of the Credit Agreement is
hereby amended by:
(a) inserting the word "Revolving" after the word
"current" and before the words "L/C Exposure; and
(b) inserting the words "and Competitive L/C Exposure"
after the words "Competitive Loans".
2.3 SECTION 2.4. Section 2.4 of the Credit Agreement is hereby
amended by:
(a) adding "-Competitive Loans" after "Competitive Bid
Procedure" in the heading of Section 2.4;
(b) inserting the words "for Competitive Loans" after the
words "Competitive Bids" in subsection (a) thereof;
(c) inserting the words "for Competitive Loans" after the
words "Competitive Bids" in the second line of subsection (b) thereof;
(d) inserting the words "for a Competitive Loan" after
each occurrence of the words "Competitive Bid" in subsection (b)
thereof; and
(e) inserting the words "for a Competitive Loan" after the
words "Competitive Bids" in the eighth line of subsection (b) thereof.
2.4 SECTION 2.4A. The Credit Agreement is hereby amended by
inserting the following new Section 2.4A after Section 2.4 thereof:
SECTION 2.4A. COMPETITIVE BID PROCEDURE - COMPETITIVE LETTERS OF
CREDIT.
(a) In order to request Competitive Bids for Competitive Letters of
Credit, the Borrower shall hand deliver or telecopy to the Administrative Agent
a duly completed Competitive Bid Request for a Competitive Letter of Credit in
the form of Exhibit E-1, to be received by the Administrative Agent not later
than 10:00 a.m., New York City time, four Business Days before the proposed
issuance date for such Competitive Letter of Credit. A Competitive Bid Request
for a Competitive Letter of Credit that does not conform substantially to the
format of Exhibit E-1 may be rejected in the Administrative Agent's sole
discretion, and the Administrative Agent shall promptly notify the Borrower of
such rejection by telecopier. Such request for a Competitive Letter of Credit
shall in each case refer to this Agreement and specify (i) the proposed date of
issuance of such Competitive Letter of Credit (which shall be a Business Day);
(ii) the face amount thereof, which shall be in a minimum principal amount of
$5,000,000 (or if less, an aggregate principal amount equal to the remaining
balance of the available Total Commitment); (iii) a brief description of the
purpose of such Competitive Letter of Credit and the underlying transaction
requiring the issuance of such Competitive Letter of Credit; (iv) the expiration
date of such Competitive Letter of Credit (which shall not be longer than the
tenor set forth for Letters of Credit in Section 2.23(a)(i)); (v) the name and
address of
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the beneficiary; and (vi) such other information as shall be necessary to
prepare, amend, renew or extend such Competitive Letter of Credit. Promptly
after its receipt of a Competitive Bid Request for a Competitive Letter of
Credit that is not rejected as aforesaid, the Administrative Agent shall invite
by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the
terms and subject to the conditions of this Agreement, to issue a Competitive
Letter of Credit pursuant to the Competitive Bid Request for such Competitive
Letter of Credit.
(b) Each Lender may, in its sole discretion, make one Competitive Bid
for a Competitive Letter of Credit to the Borrower responsive to a Competitive
Bid Request. Each Competitive Bid for a Competitive Letter of Credit by a Lender
must be received by the Administrative Agent via telecopier, in the form of
Exhibit E-3A, not later than 9:30 a.m., New York City time, three Business Days
before a proposed issuance of a Competitive Letter of Credit. Competitive Bids
for Competitive Letters of Credit that do not conform substantially to the
format of Exhibit E-3A may be rejected by the Administrative Agent after
conferring with, and upon the instruction of, the Borrower, and the
Administrative Agent shall notify the Lender making such nonconforming bid of
such rejection as soon as practicable. Each Competitive Bid shall refer to this
Agreement and specify: (i) that such Lender is willing to issue such Letter of
Credit substantially in the form requested in such Competitive Bid Request and
(ii) the Competitive Bid Commission at which the Lender is prepared to issue
such Competitive Letter of Credit. If any Lender shall elect not to make a
Competitive Bid, such Lender shall so notify the Administrative Agent via
telecopier not later than 9:30 a.m., New York City time, three Business Days
before the proposed issuance date for such Competitive Letter of Credit;
PROVIDED, HOWEVER, that failure by any Lender to give such notice shall not
cause such Lender to be obligated to issue any Competitive Letter of Credit. A
Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be
irrevocable.
(c) The Administrative Agent shall promptly notify the Borrower by
telecopier of all the Competitive Bids made and the Competitive Bid Commission
in respect of which a Competitive Bid was made and the identity of the Lender
that made each bid. The Administrative Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section 2.4A.
(d) The Borrower may in its sole and absolute discretion, subject only
to the provisions of this paragraph (d), accept or reject any Competitive Bid
referred to in paragraph (c) above. The Borrower shall notify the Administrative
Agent by telephone, promptly confirmed by telecopier in the form of a
Competitive Bid Accept/Reject Letter whether and to what extent it has decided
to accept or reject any or all of the bids referred to in paragraph (c) above,
not later than 10:30 a.m., New York City time, one Business Day before a
proposed issuance of a Competitive Letter of Credit; PROVIDED, HOWEVER, that (A)
the failure by the Borrower to give such notice shall be deemed to be a
rejection of all the bids referred to in paragraph (c) above, (B) the Borrower
shall not accept a bid made at a particular Competitive Bid Commission if the
Borrower has decided to reject a bid made at a lower Competitive Bid Commission,
(C) the Borrower may accept only one bid for each Competitive Bid Request for a
Competitive Letter of Credit and (D) if there are multiple bids at a particular
Competitive Bid Commission, the Borrower may select any one such bid in its
discretion. A notice given by the Borrower pursuant to this paragraph (d) shall
be irrevocable.
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(e) The Administrative Agent shall promptly notify the bidding Lender
whose Competitive Bid has been accepted by telecopy sent by the Administrative
Agent, and such successful bidder will thereupon become bound, subject to the
other applicable conditions hereof, to issue the Competitive Letter of Credit in
respect of which its bid has been accepted. If requested by such successful
bidding Lender, the Borrower also shall submit a letter of credit application on
such bidding Lender's standard form in connection with any request for a
Competitive Letter of Credit, which form shall be furnished in accordance with
Section 9.1. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, any Lender relating to any Competitive Letter of Credit, the
terms and conditions of this Agreement shall control. Concurrently with the
giving of notice by the Administrative Agent to such bidding Lender pursuant to
this paragraph (e), the Borrower shall deliver to such bidding Lender a precise
description of the documents and the verbatim text of any certificate to be
presented by the beneficiary of such Competitive Letter of Credit which, if
presented by such beneficiary prior to the expiration date of the Competitive
Letter of Credit, would require the applicable issuing Lender to make payment
under the Competitive Letter of Credit; PROVIDED that the applicable Issuing
Lender, in its reasonable discretion, may require customary changes in any such
documents and certificates. Upon issuance of any Competitive Letter of Credit,
the applicable Issuing Lender shall notify the Administrative Agent of the
issuance of such Competitive Letter of Credit. Promptly after receipt of such
notice, the Administrative Agent shall notify each Lender of the issuance and
the amount of such Competitive Letter of Credit.
(f) Sections 2.4(g), (h) and (i) are incorporated in this Section 2.4A
by reference, MUTATIS MUTANDIS.
(g) Notwithstanding any other provision of this Agreement to the
contrary:
(i) each Competitive Letter of Credit shall be issued solely for
the risk of the Lender which has issued such Competitive Letter of Credit,
and no other Lender shall have a participating interest in such Letter of
Credit;
(ii) each Competitive Letter of Credit shall be subject to the
terms of clauses (A) and (B) of the proviso in Section 2.23(a)(i), Sections
2.23(a)(iii) and 2.23(a)(iv), Section 2.23(c), Section 2.23(f)(i)(A)
(excluding the proviso thereto) and (B), Section 2.23(f)(iv), Section
2.23(g), Section 2.23(h), Section 2.23(i), Section 2.23(j) and Section
2.23(k), which are hereby made applicable to such Competitive Letter of
Credit, MUTATIS MUTANDIS, except that references in such clauses and
Sections to the Issuing Lender, the Required Lenders and the Lenders shall
be deemed to be references to the Issuing Lender which issued such
Competitive Letter of Credit;
(iii) if any Issuing Lender shall be requested to make payment on
any draft under a Competitive Letter of Credit, such Issuing Lender shall
give written notice of such request for payment to the Borrower and to the
Administrative Agent prior to making such payment;
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(iv) if any drawing is made under a Competitive Letter of Credit,
the Borrower will, upon demand of the Administrative Agent or the
applicable Issuing Lender, pay to the applicable Issuing Lender, in
immediately available funds, the full amount of such drawing; PROVIDED that
the Borrower may make a Borrowing to pay such amount, and PROVIDED that the
conditions specified in Section 4.2 are then satisfied, then
notwithstanding the limitations as to the aggregate principal amount of ABR
Loans set forth in Section 2.2(a), as to the time of funding of a Borrowing
set forth in Section 2.2(c) and as to the time of notice of a proposed
Borrowing set forth in Section 2.5, payment by the applicable Issuing
Lender of such draft shall constitute an ABR Loan hereunder, and interest
shall accrue from the date the applicable Issuing Lender makes such
payment. If any draft is presented under a Competitive Letter of Credit and
(i) the conditions specified in Section 4.2 are not satisfied or (ii) if
the Commitments have been terminated, then the Borrower will, upon demand
by the Administrative Agent or the applicable Issuing Lender, pay to the
applicable Issuing Lender, in immediately available funds, the full amount
of such draft;
(v) the Borrower shall pay to the Administrative Agent for
distribution to the applicable Issuing Lender in respect of each
Competitive Letter of Credit outstanding, a commission on the maximum
amount available from time to time to be drawn under such outstanding
Competitive Letter of Credit calculated at a rate per annum equal to the
applicable Competitive Bid Commission from time to time in effect
hereunder. Such commission shall be payable in arrears on and through the
last day of each fiscal quarter of the Borrower and on the later of the
Maturity Date and the expiration of such Competitive Letter of Credit;
(vi) the Borrower shall not be entitled to request a Competitive
Letter of Credit if the aggregate L/C Exposure after giving effect to the
issuance of such Competitive Letter of Credit would exceed $1,750,000,000;
(vii) each Competitive Letter of Credit shall be issued in
Dollars;
(viii) each Issuing Lender in respect of a Competitive Letter of
Credit shall notify the Administrative Agent (A) of the drawable amount of
such Competitive Letter of Credit, (B) of any drawing made on such
Competitive Letter of Credit and (C) of any amendment or extension of such
Competitive Letter of Credit, upon request by the Administrative Agent and,
in the case of events described in clauses (B) and (C), promptly following
the occurrence thereof; and
(ix) any Lender shall be prohibited from issuing Competitive
Letters of Credit hereunder upon the occurrence and during the continuance
of an Event of Default (PROVIDED that such Lender shall have received
notice of such Event of Default pursuant to Section 8.4 hereof and PROVIDED
FURTHER that such notice shall be received at least 24 hours prior to the
date on which any Competitive Letter of Credit is to be issued).
(h) The Borrower shall pay to the Administrative Agent a fee in the
amount of $1,500 in connection with each Competitive Bid Request made pursuant
to Sections 2.4 and
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2.4A; PROVIDED that no fee shall be due and payable with respect to the first
two Competitive Bid Requests made after October 29, 2003.
The Administrative Agent will, upon request of any Lender that has
issued or is making a Competitive Bid for a Competitive Letter of Credit,
confirm the total amount of L/C Exposure and the aggregate outstanding Loans to
such Lender.
2.5 SECTION 2.12. Section 2.12 of the Credit Agreement is hereby
amended by deleting the reference to "the earlier of (a)" in such subsection and
deleting the words "and (b) December 11, 2002 if the Closing Date has not
occurred on or prior to such date".
2.6 SECTION 2.15. Section 2.15 of the Credit Agreement is hereby
amended by:
(a) inserting the words "or maintain Competitive Letters
of Credit" after the words "to participate in Letters of Credit" in
subsection (e) thereof;
(b) deleting the word "or" and inserting the words ",
Letters of Credit or Competitive" after each of the three references
to "such Loans" in subsection (e) thereof; and
(c) deleting the words "and any participations in Letters
of Credit" in each of the two places where such words appear in
subsection (f) thereof, and substituting in lieu thereof ", any
participations in Letters of Credit and any Competitive Letters of
Credit".
2.7 SECTION 2.18. Section 2.18 of the Credit Agreement is hereby
amended by:
(a) inserting the following sentence after the third
sentence thereof:
"Each payment of reimbursement obligations, commission, interest or
other amounts in respect of a Competitive Letter of Credit shall be allocated to
the Issuing Lender of such Competitive Letter of Credit.";
(b) inserting the words "and the Competitive L/C Exposure"
after the phrase "each outstanding Competitive Borrowing" in the
fourth sentence thereof; and
(c) inserting the words "and Lenders that shall not have
issued Competitive Letters of Credit" after the words "such
Competitive Borrowing" in the parenthetical of the fourth sentence
thereof.
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2.8 SECTION 3. Section 3 of the Credit Agreement is hereby
amended by adding the words "and Competitive Letters of Credit" at the end of
the opening paragraph thereof.
2.9 SECTION 3.14. Section 3.14 of the Credit Agreement is hereby
amended by deleting each reference to "$200,000,000" and substituting in lieu
thereof "$300,000,000".
2.10 SECTION 4.2. Section 4.2 of the Credit Agreement is hereby
amended by:
(a) inserting the words "or Competitive Letter of Credit"
after the words "Letter of Credit" in the opening paragraph thereof;
(b) deleting subsection (a) thereof in its entirety and
substituting in lieu thereof:
(a) NOTICE. The Administrative Agent shall have received a notice
with respect to such Borrowing, Letter of Credit or Competitive Letter of Credit
as required by this Agreement.
(c) inserting the words "or Competitive Letter of Credit"
after the words "Letter of Credit" in subsection (b) thereof; and
(d) inserting the words "or Competitive Letter of Credit"
after the words "Letter of Credit" in the last paragraph thereof.
2.11 SECTION 7. Section 7 of the Credit Agreement is hereby
amended by inserting the words "Competitive Letters of Credit," after each of
the two occurrences of the words "Letters of Credit," in subsection (b) thereof.
2.12 SECTION 8.3. Section 8.3 of the Credit Agreement is hereby
amended by:
(a) inserting the words "Revolving Credit" before each
reference to "Loans"; and
(b) inserting the word "Revolving" before each reference
to "L/C Exposure".
2.13 SECTION 8.6. Section 8.6 of the Credit Agreement is hereby
amended by inserting the following parenthetical after the words "Issuing
Lenders" in clause (iii) thereof:
"(other than in respect of Competitive Letters of Credit)".
2.14 SECTION 9.3. Section 9.3 of the Credit Agreement is hereby
amended by:
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(a) inserting the words "Revolving Credit" before the
words "Loans" and "Notes", respectively, in clause (i) of the first
proviso of subsection (b) thereof;
(b) inserting the word "Revolving" before the phrase "L/C
Exposure" in clauses (i) and (ii)(A) of the first proviso of
subsection (b) thereof;
(c) inserting the following before the parenthetical "(a
"NON-RATABLE ASSIGNMENT")" in clause (ii)(B) of the first proviso of
subsection (b) thereof:
"or the Competitive Letters of Credit at the time issued by it
(including, without limitation, in the case of Competitive Letters of Credit,
any unpaid reimbursement obligations)";
(d) deleting the words "or Competitive Loans" in clause
(3) of the second proviso of subsection (b) thereof and substituting
in lieu thereof ", Competitive Loans or Competitive Letters of Credit
"; and
(e) deleting the words "and 2.21" after "2.17" in clause
(iv) of the first proviso of subsection (g) thereof and substituting
in lieu thereof ", 2.21 and 2.23".
2.15 SECTION 9.4. Section 9.4 of the Credit Agreement is hereby
amended by:
(a) inserting "LLP" after "Simpson Thacher & Bartlett" in
the fifth line thereof;
(b) deleting the words "or the Notes or the Letters of
Credit" after the words "this Agreement," in the seventh line thereof
and substituting in lieu thereof "the Notes, the Letters of Credit or
the Competitive Letters of Credit"; and
(c) inserting the words "and Competitive Letters of
Credit" after the words "Letters of Credit" and before the period of
the last sentence thereof.
2.16 SECTION 9.5. Section 9.5 of the Credit Agreement is hereby
amended by inserting the words "and Competitive Letters of Credit" after the
words "Letters of Credit" and before the period of the last sentence thereof.
2.17 SECTION 9.7. Section 9.7 of the Credit Agreement is hereby
amended by inserting the words "or Competitive Letters of Credit" after the
words "Letters of Credit" in the third line thereof.
2.18 SECTION 9.9. Section 9.9 of the Credit Agreement is hereby
amended by inserting the words "or Competitive Letter of Credit" after the words
"Letter of Credit" in the parenthetical of clause (y) of the first proviso
thereof.
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2.19 SECTION 9.15. Section 9.15 of the Credit Agreement is hereby
amended by adding the following new sentence at the end thereof:
"Notwithstanding anything herein to the contrary, any party subject to
confidentiality obligations hereunder or under any other related
document (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any
kind, such party's U.S. federal income tax treatment and the U.S.
federal income tax structure of the transactions contemplated by this
Agreement relating to such party and all materials of any kind
(including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure. However, no such
party shall disclose any information that is not relevant to an
understanding of the U.S. federal income tax treatment of the
transactions contemplated by this Agreement (including the identity of
any party to this Agreement and any information that could lead
another to determine the identity of any such party) or to the extent
such disclosure could reasonably result in a violation of any
applicable securities law."
2.20 EXHIBITS. The Exhibits to the Credit Agreement are hereby
amended as follows:
(a) Exhibits E-1, E-2 and E-4 to the Credit Agreement are hereby
deleted in their entirety and new Exhibits E-1, E-2 and E-4, attached hereto as
Annex A, shall be substituted in lieu thereof.
(b) New Exhibit E-3A, attached hereto as Annex B, shall be inserted
after Exhibit E-3.
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.
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.
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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/ Ronald L. Nelson
--------------------
Name: Ronald L. Nelson
Title: Chief Financial Officer
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /s/ Randolph Cates
------------------
Name: Randolph Cates
Title: Vice President
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BANK OF AMERICA, N.A.
By: /s/ Brad Lustig
---------------
Name: Brad Lustig
Title: Managing Director
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CITIBANK N.A.
By: /s/ Hugo Arias
--------------
Name: Hugo Arias
Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ Todd S. Meller
------------------
Name: Todd S. Meller
Title: Managing Director
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BARCLAYS BANK PLC
By: /s/ John Giannone
-----------------
Name: John Giannone
Title: Director
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BANK ONE, NA
By: /s/ Michael M. Tolentino
------------------------
Name: Michael M. Tolentino
Title: Director
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Rod Hurst
-------------
Name: Rod Hurst
Title: Vice President
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WESTLB AG, NEW YORK BRANCH
By: /s/ Duncan Robertson
--------------------
Name: Duncan Robertson
Title: Executive Director
WESTLB AG, NEW YORK BRANCH
By: /s/ Christian Brune
-------------------
Name: Christian Brune
Title: Director
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By: /s/ Linda Tam
-------------
Name: Linda Tam
Title: Authorized Signatory
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SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ Peter R.C. Knight
---------------------
Name: Peter R.C. Knight
Title: Joint General Manager
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CREDIT SUISSE FIRST BOSTON, Cayman
Islands Branch
By: /s/ Bill O'Daly
---------------
Name: Bill O'Daly
Title: Director
CREDIT SUISSE FIRST BOSTON, Cayman
Islands Branch
By: /s/ Cassandra Droogan
---------------------
Name: Cassandra Droogan
Title: Associate
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WELLS FARGO BANK
By: /s/ Lauren Downum
-----------------
Name: Lauren Downum
Title: Vice President
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BMO NESBITT BURNS FINANCING, INC.
By: /s/ Brian L. Banke
------------------
Name: Brian L. Banke
Title: Managing Director
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ANNEX A
EXHIBIT E-1
FORM OF COMPETITIVE BID REQUEST
JPMORGAN CHASE BANK, as Administrative Agent
for the Lenders referred to below
270 Park Avenue
New York, NY 10017 2070
Attention: ______________________ [Date]
Ladies and Gentlemen:
The undersigned, CENDANT CORPORATION (the "BORROWER"), refers to the
Three Year Competitive Advance and Revolving Credit Agreement dated as of
December 10, 2002 (as the same may be amended, supplemented or otherwise
modified, renewed or replaced from time to time, the "CREDIT AGREEMENT"), among
the Borrower, the Lenders referred to therein, the Co-Documentation Agents and
Syndication Agent named therein and JPMorgan Chase Bank, as Administrative
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement. The Borrower hereby
gives you notice pursuant to Section [2.4(a)][2.4A(a)] of the Credit Agreement
that it requests a [Competitive Borrowing] [Competitive Letter of Credit] under
the Credit Agreement, and in that connection, sets forth below the terms on
which such [Competitive Borrowing] [Competitive Letter of Credit] is requested
to be made:
[(A) Date of the Competitive Borrowing (which
is a Business Day) ____________
(B) Principal Amount of the Competitive
Borrowing(1) $___________
(C) Interest Rate Type(2) of the Competitive
Borrowing ____________
(D) Interest Period with respect to the
Competitive Borrowing and the last day of
such Interest Period(3) ___________]
- ----------
(1) Shall not be less than $10,000,000 (and must be in an integral multiple of
$5,000,000) nor greater than the Total Commitment then available.
(2) LIBOR Loan or Fixed Rate Loan.
(3) Shall be subject to the definition of "Interest Period" and shall not end
later than the Maturity Date.
<Page>
[(A) Date of Issuance of the Competitive Letter
of Credit (which is a Business Day) ____________
(B) Face Amount of the Competitive Letter of
Credit(4) ____________
(C) Purpose of the Competitive Letter of Credit ____________
(D) Expiration Date of the Competitive Letter of
Credit ____________
(E) Name and Address of Beneficiary ___________]
- ----------
(4) Shall not be less than $5,000,000 or, if less, an aggregate principal
amount equal to the remaining balance of the Total Commitment then
available.
2
<Page>
Upon acceptance of any or all of the [Competitive Loans] [Competitive
Letters of Credit] offered by the Lenders in response to this request, the
Borrower shall be deemed to have represented and warranted that the conditions
to each Loan specified in Sections 4.2(b) and 4.2(c) of the Credit Agreement
have been satisfied.
Very truly yours,
CENDANT CORPORATION
By:
---------------------------
Name:
Title:
3
<Page>
EXHIBIT E-2
FORM OF COMPETITIVE BID INVITATION
[Name of Lender]
[Address]
Attention: [Date]
Ladies and Gentlemen:
Reference is hereby made to the Three Year Competitive Advance and
Revolving Credit Agreement dated as of December 10, 2002 (as the same may be
amended, supplemented or otherwise modified, renewed or replaced from time to
time, the "CREDIT AGREEMENT"), among CENDANT CORPORATION (the "BORROWER"), the
Lenders referred to therein, the Co-Documentation Agents and Syndication Agent
named therein and JPMorgan Chase Bank, as Administrative Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The Borrower made a Competitive
Bid Request on _____, 200_, pursuant to Section [2.4(a)][2.4A(a)] of the Credit
Agreement, and in that connection you are invited to submit a Competitive Bid
[for a Competitive Letter of Credit] by [Date]/[Time].(1) Your Competitive Bid
must comply with Section [2.4(b)][2.4A(b)] of the Credit Agreement and the terms
set forth below on which the Competitive Bid Request was made:
[(A) Date of the Competitive Borrowing ____________
(B) Principal Amount of the Competitive
Borrowing $___________
(C) Interest Rate Type of the Competitive
Borrowing ____________
(D) Interest Period with respect to the
Competitive Borrowing and the last day of
such Interest Period ___________]
- ----------
(1) The Competitive Bid must be received by the Administrative Agent via
telecopier (i) in the case of a request for a LIBOR Competitive Borrowing,
not later than 9:30 a.m., New York City time, three Business Days before a
proposed Competitive Borrowing and (ii) in the case of a request for a
Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
Business Day of the proposed Competitive Borrowing.
<Page>
[(A) Date of Issuance of the Competitive Letter
of Credit (which is a Business Day) ____________
(B) Face Amount of the Competitive Letter of
Credit(2) ____________
(C) Purpose of the Competitive Letter of Credit ____________
(D) Expiration Date of the Competitive Letter of
Credit ____________
(E) Name and Address of Beneficiary ____________
(F) Competitive Bid Commission ___________]
- ----------
(2) Shall not be less than $5,000,000 or, if less, an aggregate principal
amount equal to the remaining balance of the Total Commitment then
available.
2
<Page>
Very truly yours,
JPMORGAN CHASE BANK,
as Administrative Agent
By:
---------------------------
Name:
Title:
3
<Page>
EXHIBIT E-4
FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER
[Date]
JPMorgan Chase Bank, as Administrative Agent
for the Lenders referred to below
270 Park Avenue
New York, NY 10017-2070
Attention: _____________________________
Ladies and Gentlemen:
The undersigned, Cendant Corporation ("WE" or the "BORROWER"), refers
to the Three Year Competitive Advance and Revolving Credit Agreement dated as of
December 10, 2002 (as the same may be amended, supplemented or otherwise
modified, renewed or replaced from time to time, the "CREDIT AGREEMENT"), among
the Borrower, the Lenders referred to therein, the Co-Documentation Agents and
Syndication Agent named therein and JPMorgan Chase Bank, as Administrative
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
In accordance with Section [2.4(c)][2.4A(c)] of the Credit Agreement,
we have been notified of the Competitive Bids made in connection with our
Competitive Bid Request dated ______, 200_ and in accordance with Section
[2.4(d)][2.4A(d)] of the Credit Agreement, we hereby accept the following bids
for [Competitive Loans(s)] [Competitive Letters of Credit] with a maturity on
[date]:
Competitive Bid Rate (i.e.
[Principal Amount Fixed Rate/Margin) Lender
$ [%]/[+/-. %]
$
Total $_______]
[Face Amount Competitive Bid Commission Lender]
<Page>
We hereby reject the following bids:
Competitive Bid Rate (i.e.
[Principal Amount Fixed Rate/Margin) Lender
$ [%]/[+/-. %]
$
Total $_______]
[Face Amount Competitive Bid Commission Lender]
The total amount of the bids accepted ($_____) should be deposited on
[date] in account number _______, maintained at JPMorgan Chase Bank.
Very truly yours,
CENDANT CORPORATION
By:
---------------------------
Name:
Title:
2
<Page>
ANNEX B
EXHIBIT E-3A
FORM OF COMPETITIVE BID
JPMorgan Chase Bank, as Administrative Agent
for the Lenders referred to below
270 Park Avenue
New York, NY 10017-2070
Attention: ______________________ [Date]
Ladies and Gentlemen:
The undersigned, [Name of Lender], refers to the Three Year
Competitive Advance and Revolving Credit Agreement dated as of December 10, 2002
(as the same may be amended, supplemented or otherwise modified, renewed or
replaced from time to time, the "CREDIT AGREEMENT"), among Cendant Corporation
(the "BORROWER"), the Lenders referred to therein, the Co-Documentation Agents
and Syndication Agent named therein and JPMorgan Chase Bank, as Administrative
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement. The undersigned
hereby makes a Competitive Bid pursuant to Section 2.4A(b) of the Credit
Agreement in response to the Competitive Bid Request made by the Borrower on
_______, 200_, and in that connection sets forth below the terms on which such
Competitive Bid is made:
(A) The undersigned Lender is willing to issue a
Competitive Letter of Credit substantially in
the form requested in the Competitive Bid
Request, dated as of [____].
(B) The Competitive Bid Commission with
respect to such Competitive Letter of Credit
is [_____].
The undersigned hereby confirms that it shall, subject to the terms
and conditions set forth in the Credit Agreement, issue a competitive Letter of
Credit upon acceptance by the Borrower of this bid in accordance with Section
2.4A(d) of the Credit Agreement.
Very truly yours,
[NAME OF LENDER]
<Page>
By:
---------------------------
Name:
Title:
2