AMENDMENT AND WAIVER (this "Waiver"), dated as of April 15, 1998, 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 Agreement"), by and among CENDANT
CORPORATION 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 and waiver 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. Amendment and Waivers. (a) The Required Lenders under each Credit
Agreement hereby waive compliance by the Borrower with the provisions of Section
4.2(b) of the Credit Agreements for the period prior to the Effective Date (as
defined below) to the extent such Section 4.2(b) refers to paragraphs (ii) and
(iii) of Section 3.4 of the Credit Agreements and agree that failure of the
representations in paragraphs (ii) and (iii) of Section 3.4 of the Credit
Agreements to be correct will not constitute a Default or an Event of Default.
On and after the Effective Date paragraphs (ii) and (iii) of Section 3.4 of the
Credit Agreements shall be deleted.
(b) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Section 5.1(a), (b), (c) and
(h) of the Credit Agreements with respect to the financial statements, officer's
certificates and accountant's certificate required to be delivered in respect to
the fiscal year ending December 31, 1997 and fiscal quarter ending March 31,
1998 as long a such financial statements and certificates are delivered on or
prior to June 15, 1998. The Required Lenders agree that the failure to deliver
such financial statements and certificates prior to June 15, 1998 shall not
constitute a Default or Event of Default.
(c) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Sections 5.6 of the Credit
Agreements with respect to the matters disclosed in the Borrower's press release
dated April 15, 1998.
3. Effective Date. This Waiver shall become effective on the date (the
"Effective Date") on which the Borrower, the Administrative Agent and the
Required Lenders under each Credit Agreement shall have duly executed and
delivered to the Administrative Agent this Waiver.
4. No Other Amendments; Confirmation. Except as expressly waived and
amended hereby, the provisions of the Credit Agreement and each of the
Fundamental Documents are and shall remain in full force and effect.
5. Governing Law. This Waiver 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 Waiver 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
Waiver may be delivered by facsimile transmission of the relevant signature
pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this Waiver to be executed
and delivered by their duly authorized officers as of the date first above
written.
CENDANT CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
ABN-AMRO BANK N.V. NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxx Xxxxxxxx
Name: Xxxxxxx X. Xxx Xxxxxxxx
Title: Group Vice President and Director
BANK OF AMERICA NT&SA
By: /s/ S. Aronwitz
Name: S. Aronwitz
Title: MD
BANK OF MONTREAL
By:
Name:
Title:
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxxxxxx
Name: X. Xxxxxxxx
Title: VP
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANQUE PARIBAS
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx X'Xxxxxxxx
Name: Xxxx X'Xxxxxxxx
Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer
CIBC INC
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxxxx
Title: Executive Director, CIBC
Xxxxxxxxxxx Corp., as agent
CITIBANK, N.A.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: First Vice President-Manager
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Mudio
Name: Xxxxxx X. Mudio
Title: Vice President
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK,
CAYMAN ISLAND BRANCH
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Asst. Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Senior Vice President
FIRST HAWAIIAN BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Asst. Vice President
FIRST NATIONAL BANK OF MARYLAND
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxx Xxxxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: S.V.P.
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN
LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
MELLON BANK, N.A.
By:
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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: Vice President
PNC BANK, N.A.
By: /s/ Xxxxxxx Nards
Name: Xxxxxxx Nards
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Manager Corporate Banking
THE SAKURA BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
THE SANWA BANK, LIMITED
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
SUMMIT BANK
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
Large Corporate Group
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
Name:
Title:
BANKERS TRUST COMPANY
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
