EXHIBIT (b)(2)(i)
FIRST AMENDMENT, dated as of January 28, 1997, to the FIVE YEAR
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY COMPETITIVE
ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of October 2,
1996 (as each of the same may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreements"), by and among, HFS INCORPORATED, a
Delaware corporation (the "Borrower"), the financial institutions parties
thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as agent for the Lenders (in such capacity, the "Administrative
Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to amend certain
provisions of the Credit Agreements 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 Credit Agreements and used
herein shall have the meanings given to them in the Credit Agreements.
2. Amendments to Credit Agreement. (a) Section 2.22 of each Credit
Agreement is hereby amended by deleting from the first sentence following the
table the phrase "one or more levels" and substituting therefor the phrase "more
than one level".
(b) Section 6.1 of each Credit Agreement is hereby amended by (i)
deleting the word "and" which appears at the end of paragraph (f), (ii) deleting
the period at the end of paragraph (g) and substituting therefor the phrase
";and" and (iii) adding the following new paragraph:
(h) in addition to the Indebtedness permitted by paragraphs
(a)-(g) above, Indebtedness of PHH Corporation and its Subsidiaries
so long as, after giving effect to the incurrence of such
Indebtedness and the use of the proceeds thereof, the ratio of
Indebtedness of PHH and its Subsidiaries to consolidated
shareholders' equity of PHH is less than 10 to 1.
(c) Section 6.2 of each Credit Agreement is hereby amended by (i)
deleting the word "and" which appears at the end of paragraph (b), (ii) deleting
the period at the end of paragraph (c) and substituting therefor the phrase
";and" and (iii) adding the following new paragraph (d):
(d) in addition of the Guaranties permitted by paragraphs
(a)-(c) above, performance undertakings executed in connection with
the Receivables Facility.
3. Effective Date. This First Amendment shall become effective on
the date (the "Effective Date") on which the Borrower, the Administrative Agent
and the
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Required Lenders under each Credit Agreement shall have duly executed and
delivered to the Administrative Agent this First Amendment.
4. Representations and Warranties. The Borrower hereby represents
and warrants to the Lenders that each of the representations and warranties made
by the Borrower in the Fundamental Documents is true and correct on and as of
the Effective Date, before and after giving effect to the effectiveness of this
First Amendment, as if made on and as of the Effective Date, except to the
extent such representations and warranties expressly relate to an earlier date.
5. Payment of Expenses. The Borrower agrees to reimburse the
Administrative Agent for all of its reasonable costs and expenses incurred in
connection with the preparation, execution and delivery of this First Amendment
and any other documents prepared in connection herewith and the transactions
contemplated hereby, including without limitation the reasonable fees and
disbursements of counsel to the Administrative Agent.
6. No Other Amendments; Confirmation. Except as expressly amended
hereby, the provisions of the Credit Agreement and each of the Fundamental
Documents are and shall remain in full force and effect.
7. Governing Law. This First 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.
8. Counterparts. This First 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 First Amendment may be delivered by facsimile transmission of
the relevant signature pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment
to be executed and delivered by their duly authorized officers as of the date
first above written.
HFS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
ABN-AMRO BANK N.V. NEW YORK
BRANCH
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By: /s/ Tuner X. Xxxxxx
-----------------------------------
Name: Tuner X. Xxxxxx
Title: Assistant Vice President
BANK OF AMERICA NT&SA
By: /s/ Xxxx X. Toorlyab
-----------------------------------
Name: Xxxx X. Toorlyab
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
0
XXX XXXX XX XXXX XXXXXX
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Sr. Relationship Manager
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANQUE PARIBAS
By: /s/ Xxxxx Hekowski
-----------------------------------
Name: Xxxxx Hekowski
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Group Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By:
-----------------------------------
Name:
Title:
0
XXXXXXXXXX XXXXXXXXXXX, XX, XXX
XXXX BRANCH
By: /s/ Xxxxxxxx X. Eckineier
-----------------------------------
Name: Xxxxxxxx X. Eckineier
Title: Vice President
CIBC, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name:
Title: Authorized Signatore
COMERICA BANK
By: /s/ Xxxxx Xxxxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CREDIT SUISSE NEW YORK
By: /s/ Xxxxxx X'Xxxxxxx Fox
-----------------------------------
Name: Xxxxxx X'Xxxxxxx Xxx
Title: Director
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Associate
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK, CAYMAN
ISLAND BRANCH
By:
-----------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
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NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxxx
Title: The Northern Trust
PNC BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Manager
THE SAKURA BANK, LIMITED
By: /s/ Yasumura Kikushi
-----------------------------------
Name: Yasumuru Kikushi
Title: Senior Vice President
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THE SANWA BANK, LIMITED
By: /s/ Xxxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Xxxx X. Kiestiner
-----------------------------------
Name: Xxxx X. Kiestiner
Title: Joint General Manager
SUMMIT BANK
By: /s/
-----------------------------------
Name:
Title:
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By: /s/ Strot X. Xxxxxxx
-----------------------------------
Name: Strot X. Xxxxxxx
Title: Deputy General Manager
UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/
-----------------------------------
Name:
Title:
THE YASUDA TRUST AND BANKING CO.,
LTD.
NEW YORK BRANCH
By: /s/ NORIO MIYSHITA
-----------------------------------
Name: Norio Miyshita
Title: Deputy General Manager
