EXHIBIT 4(b) CUC International Inc. 3% Convertible Subordinated Notes due February 15, 2002 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 1997 • Cuc International Inc /De/ • Services-personal services • New York
CONFORMED COPY THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT Dated as of December 10, 2002Credit Agreement • December 11th, 2002 • Cendant Corp • Services-personal services • London
EXHIBIT 2.3 FORM OFEscrow Agreement • December 24th, 1996 • Cuc International Inc /De/ • Services-personal services • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIESVoting Agreement • November 13th, 2000 • Cendant Corp • Services-personal services • Delaware
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • April 9th, 2002 • Cendant Corp • Services-personal services • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 18th, 2001 • Cendant Corp • Services-personal services • Delaware
EXHIBIT 99.3 STOCK OPTION AGREEMENTStock Option Agreement • April 9th, 2002 • Cendant Corp • Services-personal services • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 11, 1996Agreement and Plan of Merger • December 24th, 1996 • Cuc International Inc /De/ • Services-personal services • Delaware
W I T N E S S E T H: - - - - - - - - - --Credit Agreement • November 6th, 2003 • Cendant Corp • Real estate agents & managers (for others) • New York
EXHIBIT 10(b) SHAREHOLDERS AGREEMENT AGREEMENT, dated February 19, 1996 (this "Agreement"), by and among CUC INTERNATIONAL INC., a Delaware corporation ("Parent"), and each of the other parties signatory hereto (each, a "Shareholder" and,...Shareholders Agreement • March 12th, 1996 • Cuc International Inc /De/ • Services-computer programming, data processing, etc. • Delaware
SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, dated as of October 13, 1998 (the "Agree ment"), by and among American Bankers Insurance Group, Inc., a Florida corporation ("ABIG"), Cendant Corporation, a Delaware corporation ("Cendant"), and Season...Settlement Agreement • October 14th, 1998 • Cendant Corp • Services-personal services • Delaware
RESTATED EMPLOYMENT AGREEMENT OF WALTER A. FORBESEmployment Agreement • August 28th, 1997 • Cuc International Inc /De/ • Services-personal services • Connecticut
CENDANT CORPORATION (A DELAWARE CORPORATION) $ ------------------- DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2001 • Cendant Corp • Services-personal services • New York
and- EBOOKERS PLCAgreement • December 10th, 2004 • Cendant Corp • Real estate agents & managers (for others) • England and Wales
EXHIBIT 10.6 FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 1997 • Cuc International Inc /De/ • Services-personal services
This Stock Purchase Agreement (the "Agreement"), dated as of March 30, --------- 2002, is made by and among Cendant Corporation, a Delaware corporation ("Parent"), Tornado Acquisition Corporation, an Oregon corporation ------ ("Purchaser"), JELD-WEN,...Stock Purchase Agreement • April 9th, 2002 • Cendant Corp • Services-personal services
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT Dated as of March 4, 1997, as amended and restated through March 5, 1999Credit Agreement • March 29th, 1999 • Cendant Corp • Services-personal services • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") dated as of November 27, 2001, between CENDANT CORPORATION, a Delaware corporation (the "COMPANY"), and J.P. MORGAN SECURITIES (the "INITIAL PURCHASER"). This...Registration Rights Agreement • February 25th, 2002 • Cendant Corp • Services-personal services • New York
INDENTURECendant Corp • December 6th, 2001 • Services-personal services • New York
Exhibit 10.12 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of March 29, 2000 (this "Agreement") between Cendant Corporation, a Delaware corporation (the "Company"), and Chatham Street Holdings, LLC (the "Investor"). WHEREAS, the Investor...Subscription Agreement • April 7th, 2000 • Cendant Corp • Services-personal services • New York
amongCredit Agreement • March 29th, 2001 • Cendant Corp • Services-personal services
MARCH 6, 2003Cendant Corp • March 13th, 2003 • Services-personal services • New York
Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2000, among Cendant Corporation, a Delaware corporation (the "Company"), and Chatham Street Holdings, LLC (the "Investor"). 1. INTRODUCTION. The Company...Registration Rights Agreement • April 7th, 2000 • Cendant Corp • Services-personal services • New York
INDENTUREIndenture • February 20th, 2001 • Cendant Corp • Services-personal services • New York
amongCredit Agreement • March 29th, 2001 • Cendant Corp • Services-personal services • New York
FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO...Cendant Corp • April 19th, 2001 • Services-personal services
Exhibit 5 EXCHANGE AGREEMENT AGREEMENT, dated as of March 28, 2001, by and among Cendant Membership Services Holdings, Inc., a Delaware corporation ("Buyer"), Joseph A. Preis ("Preis"), and John P. McWeeny ("McWeeny" and together with Preis, the...Exchange Agreement • July 13th, 2001 • Cendant Corp • Services-personal services • New York
CENDANT CORPORATIONCendant Corp • April 1st, 2002 • Services-personal services • New York
Exhibit 2.5 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated September 29, 2004, by and among Cendant Corporation, a Delaware corporation ("Parent"), Robertson Acquisition Corporation, a Delaware corporation and an indirect...Stockholder Agreement • September 29th, 2004 • Cendant Corp • Real estate agents & managers (for others) • Delaware
by and amongStock Purchase Agreement • November 24th, 1998 • Cendant Corp • Services-personal services • New York
KNOWLEDGE ADVENTURE, INC. STOCK OPTION AGREEMENT ----------------------Stock Option Agreement • February 19th, 1997 • Cuc International Inc /De/ • Services-personal services • California
EXHIBIT 10.23(b) AMENDMENT (this "AMENDMENT"), dated as of February 22, 2001, to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated August 29, 2000 (as amended, supplemented or otherwise modified from time to time, the "CREDIT...Merger Agreement • March 29th, 2001 • Cendant Corp • Services-personal services • New York
CENDANT CORPORATIONJoint Filing Agreement • December 10th, 2004 • Cendant Corp • Real estate agents & managers (for others)
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date relating to the proposed cash acquisition by Cendant UK Acquisition Corporation, a Delaware Corporation and wholly owned subsidiary of Cendant Corporation, a Delaware Corporation, of all of the outstanding ordinary shares, nominal value 14 pence in capital each, of ebookers plc, an English company, is being filed on behalf of the undersigned.
ARTICLE I THE PURCHASEPurchase Agreement • April 7th, 2000 • Cendant Corp • Services-personal services • New York
BY AND AMONGAgreement and Plan of Merger • November 14th, 2000 • Cendant Corp • Services-personal services • Delaware
