EX-10.1 3 a2121144zex-10_1.txt EXHIBIT 10.1 Exhibit 10.1 CONFORMED COPY FIRST AMENDMENT (this "AMENDMENT"), dated as of June 26, 2003, to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated as of December 10, 2002 (the "CREDIT AGREEMENT"), among CENDANT CORPORATION, a Delaware corporation (the "BORROWER"), the financial institutions parties thereto (the "LENDERS"), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), Bank of America, N.A. as Syndication Agent and The Bank of Nova Scotia, Citibank N.A. and Barclays Bank PLC as Co-Documentation Agents. W I T N E S S E T H: - - - - - - - - - -- WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, the Borrower has requested that a certain provision of the Credit Agreement be amended as set forth herein; and WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein; NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows: I. DEFINED TERMS. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. II. AMENDMENT TO SECTION 2.23. Section 2.23(a)(i) of the Credit Agreement is hereby amended by deleting the reference to "$1,250,000,000" in clause (C) thereof and substituting in lieu thereof "$1,750,000,000". III. EFFECTIVE DATE. This Amendment shall become effective on the date (the "EFFECTIVE Date") on which the Borrower, the Administrative Agent and the Required Lenders under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment. IV. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants that (a) each of the representations and warranties in Section 3 of the Credit Agreement shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Effective Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (b) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. V. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. VI. 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. VII. 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. 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/ DUNCAN H. COCROFT ------------------------------- Name: Duncan H. Cocroft Title: Treasurer JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ RANDOLPH CATES ------------------------------ Name: Randolph Cates Title: Vice President BANK OF AMERICA, N.A. By: /s/ IGOR SUICA ------------------------------- Name: Igor Suica Title: Vice President CITIBANK N.A. By: /s/ WILLIAM G. MARTENS, III ------------------------------- Name: William G. Martens, III Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ TODD S. MELLER ------------------------------- Name: Todd S. Meller Title: Managing Director BARCLAYS BANK PLC By: /s/ JOHN GIANNONE -------------------------------- Name: John Giannone Title: Director BANK ONE, N.A. By: /s/ NELSON ALBRECHT ------------------- Name: Nelson Albrecht Title: Director CREDIT LYONNAIS NEW YORK BRANCH By: /s/ ROD HURST ----------------------------- Name: Rod Hurst Title: Vice President THE ROYAL BANK OF SCOTLAND PLC By: /s/ STEVE BARLOW ------------------------------ Name: Steve Barlow Title: Corporate Director WESTLB AG, NEW YORK BRANCH By: /s/ RICHARD J. PEARSE -------------------------------- Name: Richard J. Pearse Title: Executive Director By: /s/ ALAN S. BOOKSPAN ------------------------------- Name: Alan S. Bookspan Title: Director THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH By: /s/ J. WILLIAM RHODES ------------------------------- Name: J. William Rhodes Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION By: /s/ PETER R. C. KNIGHT -------------------------------- Name: Peter R. C. Knight Title: Joint General Manager BMO NESBITT BURNS FINANCING, INC. By: /s/ BRIAN L. BANKE -------------------------------- Name: Brian L. Banke Title: Managing Director CREDIT SUISSE FIRST BOSTON, Cayman Islands Branch By: /s/ BILL O'DALY ------------------------------- Name: Bill O'Daly Title: Director By: /s/ CASSANDRA DROOGAN -------------------------------- Name: Cassandra Droogan Title: Associate DANSKE BANK A/S By: /s/ GEORGE B. WENDELL -------------------------------- Name: George B. Wendell Title: Vice President By: /s/ PETER L. HARGRAVES --------------------------------- Name: Peter L. Hargraves Title: Vice Presideny MELLON BANK, N.A. By: /s/ J. WADE BELL -------------------------------- Name: J. Wade Bell Title: Vice President THE BANK OF NEW YORK By: /s/ ROGER A. GROSSMAN ------------------------------- Name: Roger A. Grossman Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ JOHN A. KONSTANTOS --------------------------------- Name: John A. Konstantos Title: Vice President WESTPAC BANKING CORPORATION By: /s/ LISA PORTER -------------------------------- Name: Lisa Porter Title: Vice President CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH By: /s/ MING-HSIEN LIN -------------------------------- Name: Ming-Hsien Lin Title: VP & General Manager