W I T N E S S E T H:
AMENDMENT (this "Amendment"), dated as of August 26, 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. The Required Lenders hereby agree that each
reference in Sections 5.1(a) and 5.1(b) of the Term Loan Agreement to the date
"August 31, 1998" shall instead be a reference to "September 30, 1998".
(b) Subsection 5.1(b) of the Term Loan Agreement is amended by
deleting the phrase "fiscal quarter ending on or about March 31, 1998" and
substituting therefor the phrase "fiscal quarters ending on or about March 31,
1998" and June 30, 1998".
3. Effective Date. This Amendment shall become effective on
the date (the "Effective Date") on which the Borrower, the Administrative Agent
and the Required Lenders shall have duly executed and delivered to the
Administrative Agent this Amendment.
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.
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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/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/Xxxxx Xxxxx
----------------------------------
Name:/s/Xxxxx Xxxxx
Title: Vice President
BANK OF AMERICA NT&SA
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: /s/ Xxxx Xxxxxx
Title: Director
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BANK BRUSSELS XXXXXXX, NEW YORK
BRANCH
By: /s/ X.X. Xxxxxxx
----------------------------------
Name: /s/ X.X. Xxxxxxx
Title: Senior Manager
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxxxxxx
----------------------------------
Name: /s/ X. Xxxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ X. XxXxxxxx
----------------------------------
Name: /s/ X. XxXxxxxx
Title: Attorney-In-Fact
BANQUE NATIONALE DE PARIS, NEW
YORK BRANCH
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: /s/ Xxxxxx Xxxxxx
Title: Senior Vice President
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BANQUE PARIBAS, NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------
Name: /s/ Xxxx Xxxxxxxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxxx Xxxxxxx
Title: Executive Director
COMERICA BANK
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxxxxx Xxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxx Xxxxx
----------------------------------
Name: /s/ Xxx Xxxxx
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: /s/ Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: /s/ Xxxxxxx Xxxxx
Title: Associate
FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxx
----------------------------------
Name:/s/ Xxxx Xxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: /s/ Xxxxxxx Xxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------
Name: /s/ Xxxxxxxx Xxxxxx
Title: Senior Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxxxx Xxxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxxx Xxxxxxx
Title: First Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxxx Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Name: /s/ Xxxxxx Xxxxxxxxx
Title: Senior Manager
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THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxx
----------------------------------
Name: /s/ Xxxxxxxxx Xxxxx
Title: Joint General Manager
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx XxXxxxxx
----------------------------------
Name:/s/ Xxxxxxx XxXxxxxx
Title: Vice President
----------------------------------
/s/ Xxxxx Xxxxxxxxxxxxx
Vice President
