INDENTURE AND SERVICING AGREEMENTIndenture and Servicing Agreement • August 2nd, 2004 • Cendant Corp • Real estate agents & managers (for others) • New York
THIS INDENTURE AND SERVICING AGREEMENT dated as of May 27, 2004 is by and among CENDANT TIMESHARE 2004-1 RECEIVABLES FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer, FAIRFIELD ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, as Servicer, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and as collateral agent. This Indenture may be supplemented and amended from time to time in accordance with Article XV hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2004 • Cendant Corp • Real estate agents & managers (for others) • New Jersey
This Employment Agreement dated as of June 2, 2001 by and between Cendant Corporation, a Delaware corporation (“Cendant”) and Richard A. Smith (the “Executive”) is hereby amended and restated as of June 30, 2004.
SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT dated as of June 3, 2004 between AESOP LEASING L.P., as Lessor, and CENDANT CAR RENTAL GROUP, INC., as Lessee and as AdministratorMaster Motor Vehicle Operating Lease Agreement • August 2nd, 2004 • Cendant Corp • Real estate agents & managers (for others) • New York
This Second Amended and Restated Master Motor Vehicle Operating Lease Agreement (this “Agreement”), dated as of June 3, 2004, is made by and between AESOP LEASING L.P., a Delaware limited partnership, as lessor (the “Lessor”), and CENDANT CAR RENTAL GROUP, INC., a Delaware corporation (“CCRG”), as lessee (in such capacity, the “Lessee”) and as administrator (in such capacity, the “Administrator”).
SERIES 2004-2 SUPPLEMENT dated as of February 18, 2004 to AMENDED AND RESTATED BASE INDENTURE dated as of July 30, 1997Cendant Corp • August 2nd, 2004 • Real estate agents & managers (for others) • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-1 NOTE, AGREES FOR THE BENEFIT OF AESOP FUNDING II L.L.C. (THE “COMPANY”) THAT THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY AP
THREE YEAR SENIOR ASSET-LINKED REVOLVING CREDIT AGREEMENT Dated as of June 17, 2004 among CENDANT CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN BANK OF AMERICA, N.A., as Administrative Agent and CITICORP USA, INC., as Syndication AgentRevolving Credit Agreement • August 2nd, 2004 • Cendant Corp • Real estate agents & managers (for others) • London
THREE YEAR SENIOR ASSET-LINKED REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of June 17, 2004, among CENDANT CORPORATION, a Delaware corporation (the “Borrower”), the lenders referred to herein (the “Lenders”), CITICORP USA, INC., as syndication agent (the “Syndication Agent”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”; together with the Syndication Agent, the “Agents”) for the Lenders.
SECOND AMENDED AND RESTATED BASE INDENTURE Dated as of June 3, 2004Cendant Corp • August 2nd, 2004 • Real estate agents & managers (for others) • New York
SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of June 3, 2004, between CENDANT RENTAL CAR FUNDING (AESOP) LLC (formerly known as AESOP Funding II L.L.C.), a special purpose limited liability company established under the laws of Delaware, as issuer (“CRCF”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”)
SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of June 3, 2004 among AESOP LEASING L.P., as Borrower, PV HOLDING CORP., as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., as a Permitted Nominee of the Borrower, and CENDANT...Loan Agreement • August 2nd, 2004 • Cendant Corp • Real estate agents & managers (for others) • New York
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 3, 2004 (the “Agreement”), is entered into among AESOP LEASING L.P., a Delaware limited partnership (“AESOP Leasing” or the “Borrower”), PV HOLDING CORP., a Delaware corporation (“PVHC”), as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware corporation (“Quartx”), as a Permitted Nominee of the Borrower, and CENDANT RENTAL CAR FUNDING (AESOP) LLC (formerly known as AESOP Funding II L.L.C.), a Delaware limited liability company (“CRCF” or the “Lender”).
