Full Doc
 | 2004 |
Homestore Reports Fourth Quarter and Full Year 2003 Results
Homestore Reports Fourth Quarter and Full Year 2003 Results (34K)
Doc #267986: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}v97315exv99w1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
HOMESTORE REPORTS FOURTH QUARTER AND FULL YEAR 2003
RESULTS
Reduced Operating Losses, Improved Gross Margins
WESTLAKE VILLAGE, CALIF. - MARCH 11, 2003 - Homestore, Inc. (NASDAQ: HOMS), the
leading provider of real estate media and technology solutions, today reported
financial results for the fourth quarter ended December 31, 2003. Total revenue
for the fourth quarter was $54.9 million, compared to $55.1 million in the third
quarter of 2003. The gross margin improved to 74 percent from 72 percent in the
previous quarter.
Homestore also reported that the net loss for the fourth quarter was $(12.1)
million, or $(0.10) per share, compared to a net loss of $(30.6) million, or
$(0.26) per share, for the third quarter of 2003. Results for the fourth quarter
included a restructuring charge of $4.1 million and an impairment charge of $1.8
million. The third quarter results included an impairment charge of $15.7
million. Excluding restructuring, impairment and certain other non-cash
expenses, principally stock-based charges, depreciation, and amortization,
Homestore's loss from operations was $(770,000) in the fourth quarter, compared
to a loss of $(4.8) million in the third quarter of 2003. The decrease in loss
was primarily due to reductions in the Company's operating expenses. This
information is provided because management uses it to monitor and assess the
Company's performance and believes it is helpful to investors in understanding
the Company's business.
At December 31, 2003, Homestore had $35.5 million in cash and short-term
investments available to fund operations. This cash balance reflects a $10.0
million payment made on October 15, 2003, related to the class action
settlement.
"As we move beyond the historical financial, legal and operational issues that
challenged the Company's development, we are encouraged by the returns we are
receiving from our staged product and marketing investment priorities," said
Mike Long, Homestore's chief executive officer. "Homestore's Media Services
segment, our largest business and the primary beneficiary of our investment
strategy to date, experienced its third consecutive quarter of sequential core
revenue growth. This segment also achieved improved profitability, with
operating margins increasing from 6.6 percent in the third quarter to 15 percent
in the fourth. We believe these
{PAGE}
trends are early indicators of the market acceptance of our products and
services, better reflecting the value we deliver to our customers."
YEAR OVER YEAR QUARTERLY RESULTS
Revenue for the fourth quarter totaled $54.9 million, versus $60.8 million for
the fourth quarter of 2002. The year over year decline in revenue is due
primarily to the expiration of certain legacy revenue agreements with Cendant
Corp., which accounted for $3.6 million, and a decline in software revenues from
the sale of The Hessel Group in early 2003.
The loss from continuing operations was $(12.1) million, or $(0.10) per share,
compared to a loss of $(37.6) million, or $(0.32) per share, in the fourth
quarter of 2002. The net loss for the fourth quarter was $(12.1) million, or
$(0.10) per share, compared to a net loss of $(36.6) million, or $(0.31) per
share, in the fourth quarter of 2002.
FULL YEAR RESULTS
For the year ended December 31, 2003, Homestore's revenue was $218.7 million,
down $45.9 million from revenue of $264.6 million for 2002. The loss from
continuing operations was $(49.7) million, or $(0.42) per share, compared to
$(176.1) million, or $(1.49) per share for 2002. The net loss for the year was
$(47.1) million, or $(0.40) per share, compared with a net loss of $(163.4)
million, or $(1.39) per share, for the year ended December 31, 2002.
UPDATE ON SETTLEMENT OF SHAREHOLDER CLASS ACTION LAWSUIT
Last October, Homestore announced a preliminary court approval of the settlement
agreement between Homestore and The California State Teachers' Retirement System
(CalSTRS) related to the consolidated shareholder class action lawsuit. A final
court approval hearing took place on January 16, 2004. Thereafter, the court
issued an interim order in which the judge generally approved of the terms of
the settlement but requested additional briefing from the parties on ancillary
issues. The briefs were submitted February 20, 2004, and Homestore expects a
decision regarding trial court approval of the settlement in the near future.
Under the terms of the settlement, Homestore has agreed to pay $13.0 million in
cash and issue 20.0 million new shares of Homestore common stock to members of
the class and will adopt certain corporate governance provisions designed to
enhance shareholder interests. Homestore has already transferred $10 million in
cash into an escrow account during the fourth quarter, with
{PAGE}
the additional $3.0 million in cash and 20.0 million shares of common stock due
upon final judicial approval of the settlement. Following the final approval,
the $13.0 million, net of court approved costs, and the 20.0 million shares of
newly issued common stock will be distributed to the class. Additional
information regarding the settlement agreement is included in documents
Homestore files from time to time with the Securities and Exchange Commission.
CONFERENCE CALL
As previously announced, Homestore will host a conference call, which will be
broadcast live over the Internet today, Thursday, March 11, 2004, at 2:00 p.m.
PST (5:00 p.m. EST). Chief Executive Officer, Mike Long, and Chief Financial
Officer, Lew Belote, will discuss the Company's fourth quarter and full year
2003 results, and Homestore's progress. In order to participate in the call,
investors should log on to http://ir.homestore.com and click on "Event
Calendar." Windows Media Player software is required and is obtainable at no
cost. Please connect to the above Web site ten minutes prior to the call to load
any necessary audio software. A replay of the call will be available in the same
section of the Company's Web site. A telephone replay will also be available
from 5:00 p.m. PDT (8:00 p.m. EDT) on March 11 until midnight on March 18 at
706-645-9291, conference code 5616994. For additional information regarding the
company's results, please go to the "SEC Filings" section at
http://ir.homestore.com to view annual reports as filed with the Securities and
Exchange Commission on Form 10-K. Homestore's Form 10-K for the year ended
December 31, 2003 is expected to be filed with the Securities and Exchange
Commission on, or before Monday, March 15, 2004.
USE OF NON-GAAP FINANCIAL MEASURES
To supplement its consolidated financial statements presented in accordance with
generally accepted accounting principles in the United States ("GAAP"),
Homestore uses a non-GAAP measure of income (loss) from operations excluding
restructuring, impairment and certain other non-cash expenses. A reconciliation
of this non-GAAP measure to GAAP is provided in the attached tables. These
non-GAAP adjustments are provided to enhance the user's overall understanding of
Homestore's current financial performance and its prospects for the future.
Homestore believes these non-GAAP results provide useful information to both
management and investors by excluding certain expenses that it believes are not
indicative of its core operating results and a more consistent basis for
comparison between quarters. Further, this non-GAAP method is the primary basis
management uses for planning and forecasting its future operations. The
presentation of this additional information should not be considered in
isolation or as a substitute for results prepared in accordance with GAAP.
267986
|
Cendant
As referenced in this Homestore Reports Fourth Quarter and Full Year 2003 Results:
Cendant
Corp – fourth quarter of 2002. The year over year decline in revenue is due
primarily to the expiration of certain legacy revenue agreements with Cendant
Corp ., which accounted for $3.6 million, and a decline in software revenues from
the sale of The Hessel Group in early 2003.
_____________
dt 278082
;
Homestore
As referenced in this Homestore Reports Fourth Quarter and Full Year 2003 Results:
HOMESTORE – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}v97315exv99w1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
HOMESTORE REPORTS FOURTH QUARTER AND FULL YEAR 2003
RESULTS
Reduced Operating Losses, Improved Gross Margins
WESTLAKE VILLAGE, CALIF. - MARCH 11, 2003 - Homestore, Inc. (NASDAQ:
_____________
Homestore, – 99.1
HOMESTORE REPORTS FOURTH QUARTER AND FULL YEAR 2003
RESULTS
Reduced Operating Losses, Improved Gross Margins
WESTLAKE VILLAGE, CALIF. - MARCH 11, 2003 - Homestore, Inc. (NASDAQ: HOMS), the
leading provider of real estate media and technology solutions, today reported
financial results for the fourth quarter ended
_____________
Homestore – 55.1 million in the third
quarter of 2003. The gross margin improved to 74 percent from 72 percent in the
previous quarter.
Homestore also reported that the net loss for the fourth quarter was $(12.1)
million, or $(0.10) per share, compared to a net
_____________
Homestore' – an impairment charge of $15.7
million. Excluding restructuring, impairment and certain other non-cash
expenses, principally stock-based charges, depreciation, and amortization,
Homestore' s loss from operations was $(770,000) in the fourth quarter, compared
to a loss of $(4.8) million in the third quarter
_____________
Homestore – and assess the
Company's performance and believes it is helpful to investors in understanding
the Company's business.
At December 31, 2003, Homestore had $35.5 million in cash and short-term
investments available to fund operations. This cash balance reflects a $10.0
million payment
_____________
dt 175873
;
| |
Preview
Full Doc
| 2006 |
Administration Agreement
Administration Agreement (35K)
Doc #2311672: Click preview link for longer preview.
CONFORMED COPY
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of May 11, 2006 (this �Agreement�), is by and among BUDGET TRUCK FUNDING, LLC, a Delaware limited liability corporation (�BTF�), BUDGET TRUCK RENTAL, LLC, a Delaware limited liability corporation, as administrator (the �Administrator�), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Trustee (the �Trustee�) under the Base Indenture (as defined herein).
. . .
2311672
| |
 BNY
As referenced in this Administration Agreement:
BANK OF NEW YORK – Agreement), is by and among BUDGET TRUCK FUNDING, LLC, a Delaware limited liability corporation (BTF), BUDGET TRUCK RENTAL, LLC, a Delaware limited liability corporation, as administrator (the Administrator), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Trustee (the Trustee) under the Base Indenture (as defined herein).
WHEREAS, BTF has entered
_____________
Bank of New York – Administrator, to:
Budget Truck Rental, LLC
1 Campus Drive
Parsippany, NJ 07054
Attn:
Treasurer
Tel:
(973) 496-5285
Fax:
(973) 496-5852
(c)
If to the Trustee, to:
9
The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention:
Corporate Trust/Structured Finance
Telephone:
(312) 827-8569
Fax:
(312) 827-8562
or to such other
_____________
BANK OF NEW YORK – written.
BUDGET TRUCK FUNDING, LLC
By:
/s/: Alex Georgianna
Name:
Alex Georgianna
Title:
Vice President
BUDGET TRUCK RENTAL, LLC
By:
/s/: Alex Georgianna
Name:
Alex Georgianna
Title:
Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
not in its individual capacity but solely as Trustee
By:
/s/: Marian Onischak
Name:
Marian Onischak
Title:
Assistant Vice President
Exhibit A
POWER OF ATTORNEY
KNOW
_____________
BANK OF NEW YORK – individual capacity but solely as Trustee
By:
/s/: Marian Onischak
Name:
Marian Onischak
Title:
Assistant Vice President
Exhibit A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee, does hereby make, constitute and appoint Budget Truck Rental, LLC (BTR), acting through any of its District Managers, City Managers, Director Field Administration, Fleet
_____________
Bank of New York – its true and lawful attorney-in-fact for it and in its name, place and stead, for the special and limited purpose of (1) recording liens in favor of The Bank of New York Trust Company, N.A., as trustee, on the certificate of title on any motor vehicle, (2) executing such other documents as are necessary in order to record liens on such
_____________
dt 1659489
|
Preview
Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (215K)
Doc #736305: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
CENDANT CORPORATION
DIAMONDHEAD ACQUISITION CORPORATION
and
CHEAP TICKETS, INC.
dated
August 13, 2001
Index of Defined Terms
----------------------
Defined Term Section No.
--- . . .
736305
|
CIBC World
As referenced in this Agreement and Plan of Merger:
CIBC World Markets Corp. – 14D-9 based on information furnished by Parent
or Purchaser for inclusion therein.
Section 3.23 Opinion of Financial Advisor. The Company Board of
----------------------------
Directors has received the opinion of CIBC World Markets Corp. ("CIBC World
----------
Markets") dated the date of this Agreement, to the effect that, as of such date,
-------
the consideration to be received in the Offer and the Merger by
_____________
dt 1704368
;
|
 Morrison
As referenced in this Agreement and Plan of Merger:
Morrison & Foerster, – to the Company, to:
Cheap Tickets, Inc.
1440 Kapiolani Blvd.
Honolulu, Hawaii 96814
Attention: President & CEO
Telephone: (808) 945-7439
Facsimile: (808) 946-0610
67
{PAGE}
with a copy to:
Morrison & Foerster, LLP
555 West Fifth Street
Los Angeles, California 90013-1024
Attention: Henry Fields, Esq.
Telephone: (213) 892-5275
Facsimile: (213) 892-5454
Section 9.5 Interpretation. When a reference
_____________
dt 1706941
|
Preview
Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (240K)
Doc #736884: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CENDANT CORPORATION,
GRAND SLAM ACQUISITION CORP.
AND
FAIRFIELD COMMUNITIES, INC.
DATED AS OF NOVEMBER 1, 2000
TABLE OF CONTENTS
Page
. . .
736884
|
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co – necessary to approve and
adopt this Agreement and the transactions contemplated hereby, including
the Merger.
(w) Opinions of Financial Advisor. The Company has
received the opinion of Stephens Inc. and Bear, Stearns & Co . Inc., dated
the date hereof, to the effect that, as of such dates, the Merger
Consideration is fair from a financial point of view to the stockholders of
the
_____________
Bear,
Stearns & Co – Takeover Statutes. To the knowledge of the
Company, no state takeover statute is applicable to the Merger or the other
transactions contemplated hereby.
(y) Brokers. Except for Stephens Inc. and Bear,
Stearns & Co . Inc., no broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection
_____________
Bear Stearns & Co. – a whole and (B) which is otherwise on terms which the Board of
Directors of the Company determines in its good faith judgment (after
consultation with (i) either Stephens Inc., Bear Stearns & Co. , Inc. or
another nationally recognized investment banking firm and (ii) outside
counsel), taking into account, among other things, all legal, financial,
regulatory and other aspects of the proposal and
_____________
dt 1707138
;
|
Jones Day
As referenced in this Agreement and Plan of Merger:
Jones, Day, Reavis & Pogue – David Fox
(b) if to the Company, to
Fairfield Communities, Inc.
8669 Commodity Circle
#200
Orlando, Florida 32819
Telecopy No.: (407) 370-5222
Attention: General Counsel
with a copy to:
Jones, Day, Reavis & Pogue
2727 North Harwood Street
Dallas, Texas 75201
Telecopy No.: (214) 969-5100
Attention: Mark V. Minton
SECTION 8.3 Definitions. For purposes of this Agreement:
(a) an "affiliate" of
_____________
dt 1716031
|
Preview
Full Doc
| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (279K)
Doc #736888: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
HOMESTORE.COM, INC.,
METAL ACQUISITION CORP.,
WW ACQUISITION CORP.,
MOVE.COM, INC.,
WELCOME WAGON INTERNATIONAL INC.
CENDANT MEMBERSHIP SERVICES HOLDINGS, INC.
AND
CENDANT CORPORATION
DATED AS OF OCTOBER . . .
736888
|
Homestore.com
As referenced in this Agreement and Plan of Reorganization:
HOMESTORE.COM, INC – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}AGREEMENT AND PLAN OF REORGANIZATION
{TEXT}
{PAGE}
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
HOMESTORE.COM, INC .,
METAL ACQUISITION CORP.,
WW ACQUISITION CORP.,
MOVE.COM, INC.,
WELCOME WAGON INTERNATIONAL INC.
CENDANT MEMBERSHIP SERVICES HOLDINGS, INC.
AND
CENDANT CORPORATION
DATED AS OF OCTOBER 26, 2000
{PAGE}
TABLE
_____________
homestore.com, Inc – 80
{/TABLE}
-iv-
{PAGE}
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and
entered into as of October 26, 2000 by and among homestore.com, Inc ., a Delaware
corporation ("Parent"), Metal Acquisition Corp., a Delaware corporation and a
wholly-owned Parent Subsidiary ("Metal Merger Sub"), WW Acquisition Corp., a New
York corporation and a wholly-
_____________
Homestore.com, Inc – the following addresses (or at such
other address for a party as shall be specified by like notice):
(i) if to Parent, Metal Merger Sub or WW Merger Sub, to:
Homestore.com, Inc .
225 W. Hillcrest Drive, Suite 100
Thousand Oaks, CA 91360
Attention: David M. Rosenblatt, Esq.
Telephone No.: (805) 557-2300
Facsimile No.: (805) 557-2689
with a copy to:
_____________
HOMESTORE.COM, INC – Merger Sub, the Company,
WW, CMS and Stockholder, and have caused this Agreement to be signed by their
duly authorized respective officers, all as of the date first written above.
HOMESTORE.COM, INC . CENDANT CORPORATION
By: By:
------------------------------- ----------------------------
Name: Name:
------------------------------- ----------------------------
Title: Title:
------------------------------- ----------------------------
MOVE.COM, INC. METAL ACQUISITION CORP.
By: By:
------------------------------- ----------------------------
Name: Name:
------------------------------- ----------------------------
Title: Title:
------------------------------- ----------------------------
WELCOME WAGON INTERNATIONAL INC. WW ACQUISITION CORP.
By: By:
------------------------------- ----------------------------
_____________
dt 1521756
;
Move.com
As referenced in this Agreement and Plan of Reorganization:
MOVE.COM, INC – SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}AGREEMENT AND PLAN OF REORGANIZATION
{TEXT}
{PAGE}
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
HOMESTORE.COM, INC.,
METAL ACQUISITION CORP.,
WW ACQUISITION CORP.,
MOVE.COM, INC .,
WELCOME WAGON INTERNATIONAL INC.
CENDANT MEMBERSHIP SERVICES HOLDINGS, INC.
AND
CENDANT CORPORATION
DATED AS OF OCTOBER 26, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
ARTICLE I
_____________
Move.com, Inc – Acquisition Corp., a Delaware corporation and a
wholly-owned Parent Subsidiary ("Metal Merger Sub"), WW Acquisition Corp., a New
York corporation and a wholly-owned Parent Subsidiary ("WW Merger Sub"),
Move.com, Inc ., a Delaware corporation (the "Company"), Welcome Wagon
International Inc., a New York corporation ("WW"), Cendant Membership Services
Holdings, Inc., a Delaware corporation ("CMS"), and Cendant Corporation, a
Delaware corporation (
_____________
Move.com, Inc – Article I of the Certificate of Incorporation of the Metal Surviving
Corporation shall be amended and restated in its entirety to read as follows:
"The name of the corporation is Move.com, Inc ." and (ii) the Certificate of
Incorporation of WW Merger Sub as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation of the WW Surviving
_____________
Move.com, Inc – 7% of the Fully
Converted Shares (inclusive of the Additional Options).
"Business" shall mean, subject to the last paragraph of Section 4.1 of this
Agreement, the business conducted by Move.com, Inc ., RentNet, Inc., HouseNet,
Inc. and Welcome Wagon International Inc., and all of their respective
subsidiaries and business divisions, including without limitation,
SeniorHousingNet, CorporateHousingNet, SelfStorageNet and Movedotcom(U.K.) Ltd.
("
_____________
Move.com, Inc – Assumed by (ii)
the Option Exchange Ratio.
"Total Outstanding Shares" shall mean the sum of the Metal Outstanding
Shares and the WW Outstanding Shares.
"2000 Option Plan" shall mean the Move.com, Inc . 2000 Stock Option Plan.
"WW Capital Stock" shall mean shares of common stock of WW, par value $.01
per share and any other shares of other capital stock of
_____________
dt 1419447
;
|
Morgan Stanley
As referenced in this Agreement and Plan of Reorganization:
Morgan Stanley & Co. – Subsidiary in any environmental litigation or impose upon Parent or
any Parent Subsidiary any environmental liability.
3.11 Brokers' and Finders' Fees; Third Party Expenses. Except for fees
payable to Morgan Stanley & Co. Incorporated, neither Parent nor any Parent
Subsidiary has incurred, nor will it incur, directly or indirectly, any
liability for brokerage or finders' fees or agents' commissions or any similar
_____________
dt 1471963
;
Skadden
As referenced in this Agreement and Plan of Reorganization:
Skadden, Arps – a) of the Code (b)
Officers of the Stockholder, on the one hand, and, Parent, Metal Merger Sub, WW
Merger Sub, on the other hand, shall execute and deliver to Skadden, Arps ,
Slate, Meagher & Flom LLP ("Skadden") certificates substantially in the form
attached hereto as Exhibits F-1(a) and (b) and F-2(a) and (b), respectively,
contemporaneously with the
_____________
Skadden, Arps – 9 West 57th Street, 7th Floor
New York, NY 10019
Attention: Eric Bock, Esq.
Telephone No.: (212) 413-1800
Facsimile No.: (212) 413-1923
-74-
{PAGE}
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: David Fox, Esq.
Telephone No.: (212) 735-3000
Facsimile No.: (212) 735-2000
10.2 Interpretation.
(
_____________
dt 1431124
;
WSGR
As referenced in this Agreement and Plan of Reorganization:
Wilson Sonsini – the parties hereto, but in no event later than two (2) business days following
satisfaction or waiver of the conditions set forth in Article VI hereof, at the
offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page
Mill Road, Palo Alto, California, unless another place and/or time is agreed to
in writing by Parent and the Stockholder. The date
_____________
Wilson Sonsini – Inc.
225 W. Hillcrest Drive, Suite 100
Thousand Oaks, CA 91360
Attention: David M. Rosenblatt, Esq.
Telephone No.: (805) 557-2300
Facsimile No.: (805) 557-2689
with a copy to:
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention: Martin W. Korman, Esq.
Telephone No.: (650) 493-9300
Facsimile No.: (650) 493-6811
and a
_____________
dt 1324677
|
Preview
Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (239K)
Doc #736942: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CENDANT CORPORATION,
GRAND SLAM ACQUISITION CORP.
AND
FAIRFIELD COMMUNITIES, INC.
DATED AS OF NOVEMBER 1, 2000
TABLE OF CONTENTS
Page
. . .
736942
|
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co – necessary to approve and
adopt this Agreement and the transactions contemplated hereby, including
the Merger.
(w) Opinions of Financial Advisor. The Company has
received the opinion of Stephens Inc. and Bear, Stearns & Co . Inc., dated
the date hereof, to the effect that, as of such dates, the Merger
Consideration is fair from a financial point of view to the stockholders of
the
_____________
Bear,
Stearns & Co – Takeover Statutes. To the knowledge of the
Company, no state takeover statute is applicable to the Merger or the other
transactions contemplated hereby.
(y) Brokers. Except for Stephens Inc. and Bear,
Stearns & Co . Inc., no broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection
_____________
Bear Stearns & Co. – a whole and (B) which is otherwise on terms which the Board of
Directors of the Company determines in its good faith judgment (after
consultation with (i) either Stephens Inc., Bear Stearns & Co. , Inc. or
another nationally recognized investment banking firm and (ii) outside
counsel), taking into account, among other things, all legal, financial,
regulatory and other aspects of the proposal and
_____________
dt 1707139
;
|
Jones Day
As referenced in this Agreement and Plan of Merger:
Jones, Day, Reavis & Pogue – David Fox
(b) if to the Company, to
Fairfield Communities, Inc.
8669 Commodity Circle
#200
Orlando, Florida 32819
Telecopy No.: (407) 370-5222
Attention: General Counsel
with a copy to:
Jones, Day, Reavis & Pogue
2727 North Harwood Street
Dallas, Texas 75201
Telecopy No.: (214) 969-5100
Attention: Mark V. Minton
SECTION 8.3 Definitions. For purposes of this Agreement:
(a) an "affiliate" of
_____________
dt 1716032
|
Preview
Full Doc
| 2010 |
***** Bylaws
***** Bylaws (28K)
Doc #4097573: Click preview link for longer preview.
4097573
| | |
| Full Doc
| 2007 |
Certificate of Incorporation
Certificate of Incorporation (12K)
Doc #2837466: This document is immediately available for purchase, but does not have a preview available for viewing.
2837466
| | |
| Full Doc
| 2010 |
Certificate of Incorporation
Certificate of Incorporation (4K)
Doc #4097568: This document is immediately available for purchase, but does not have a preview available for viewing.
4097568
| | |
| Full Doc
| 2010 |
Certificate of Incorporation
Certificate of Incorporation (4K)
Doc #4097571: This document is immediately available for purchase, but does not have a preview available for viewing.
4097571
| | |
| Full Doc
| 2010 |
Certificate of Incorporation
Certificate of Incorporation (4K)
Doc #4097574: This document is immediately available for purchase, but does not have a preview available for viewing.
4097574
| | |
| Full Doc
| 2010 |
Certificate of Secretary
Certificate of Secretary (38K)
Doc #4147287: This document is immediately available for purchase, but does not have a preview available for viewing.
4147287
| | |
| Full Doc
| 2005 |
Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement (69K)
Doc #735349: This document is immediately available for purchase, but does not have a preview available for viewing.
735349
| | |
| Full Doc
| 2005 |
Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement (69K)
Doc #735351: This document is immediately available for purchase, but does not have a preview available for viewing.
735351
| | |
| Full Doc
| 2005 |
Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement (69K)
Doc #735353: This document is immediately available for purchase, but does not have a preview available for viewing.
735353
| | |
Preview
Full Doc
| 2006 |
Credit Agreement
Credit Agreement (287K)
Doc #1238889: Click preview link for longer preview.
$2,375,000,000
CREDIT AGREEMENT
among
AVIS BUDGET HOLDINGS, LLC,
AVIS BUDGET CAR RENTAL, LLC,
as Borrower,
The Subsidiary Borrowers from Time to Time Parties Hereto,
The Several Lenders from Time to Time Parties Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,
BANK OF AMERICA, N.A.,
CALYON NEW YORK BRANCH,
and
CITICORP USA, INC.,
as Documentation Agents,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation . . .
1238889
|
Citicorp USA
As referenced in this Credit Agreement:
CITICORP USA, INC – Time to Time Parties Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,
BANK OF AMERICA, N.A.,
CALYON NEW YORK BRANCH,
and
CITICORP USA, INC .,
as Documentation Agents,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent
Dated as of April 19, 2006
JPMORGAN SECURITIES INC.
and
DEUTSCHE BANK SECURITIES INC.,
as Joint Lead
_____________
CITICORP USA, INC – time to time parties hereto (the Lenders), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the Syndication Agent), BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and CITICORP USA, INC ., as documentation agents (in such capacity, the Documentation Agents), WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agent (in such capacity, the Co-Documentation Agent), and JPMORGAN CHASE BANK, N.
_____________
CITICORP USA, INC – CALYON NEW YORK BRANCH, as a Documentation Agent as a Lender
By:
/s/ Rod Hurst
Name:
Title:
Rod Hurst
Managing Director
By:
/s/ Yuri Muzichenko
Name:
Title:
Yuri Muzichenko
Director
CITICORP USA, INC ., as a Co-Documentation Agent and as a Lender
By:
/s/ Hugo Arias
Name:
Title:
Hugo Arias
Director
WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent and as a Lender
_____________
dt 1368363
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – from Time to Time Parties Hereto,
The Several Lenders from Time to Time Parties Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,
BANK OF AMERICA, N.A. ,
CALYON NEW YORK BRANCH,
and
CITICORP USA, INC.,
as Documentation Agents,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent
Dated as of April 19, 2006
JPMORGAN SECURITIES INC.
_____________
BANK OF AMERICA, N.A. – the several banks and other financial institutions or entities from time to time parties hereto (the Lenders), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the Syndication Agent), BANK OF AMERICA, N.A. , CALYON NEW YORK BRANCH and CITICORP USA, INC., as documentation agents (in such capacity, the Documentation Agents), WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agent (in such capacity, the
_____________
BANK OF AMERICA, N.A. – By:
/s/ Evelyn Thierry
Name:
Title:
(i) Evelyn Thierry
Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:
/s/ Lana Gifas
Name:
Title:
Lana Gifas
Vice President
BANK OF AMERICA, N.A. , as a Documentation Agent as a Lender
By:
/s/ Chris McDonell
Name:
Title:
Chris McDonell
Senior Vice President
CALYON NEW YORK BRANCH, as a Documentation Agent as a Lender
_____________
dt 1555659
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – and Restated Base Indenture, dated as of June 3, 2004, between Cendant Rental Car Funding (AESOP) LLC (formally known as AESOP Funding II L.L.C.), as issuer and The Bank of New York, as trustee, as it may be from time to time further amended, supplemented or modified, and the instruments and agreements referenced therein and otherwise executed in connection therewith, and
_____________
Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by
_____________
BANK OF NEW YORK
– amp; Team Leader
BAYERISCHE HYPO-UND VEREINSBANK AG, New York Branch
By:
/s/ Ken Hamilton
Name:
Title:
Ken Hamilton
Director
By:
/s/ Kimberly Sousa
Name:
Title:
Kimberly Sousa
Director
THE BANK OF NEW YORK
By:
/s/ Roger Grossman
Name:
Title:
Roger Grossman
Vice President
WELLS FARGO BANK, N.A.
By:
/s/ Steven J. Anderson
Name:
Title:
Steven J. Anderson
Senior Vice President
FIRST
_____________
dt 1586801
;
Nova Scotia
As referenced in this Credit Agreement:
BANK OF NOVA SCOTIA
– CORPORATION
By:
/s/ Shigeru Tsuru
Name:
Title:
Shigeru Tsuru
Joint General Manager
THE BANK OF TOKYO-MITSUBISHI UFJ, Ltd., New York Branch
By:
/s/ Linda Tam
Title:
Authorized Signatory
THE BANK OF NOVA SCOTIA
By:
/s/ Todd S. Meller
Name:
Title:
Todd S. Meller
Managing Director
BARCLAYS BANK PLC
By:
/s/ Nicholas Bell
Name:
Title:
Nicolas Bell
Director
GOLDMAN SACHS CREDIT PARTNERS L.
_____________
dt 1340590
;
More... |
| Full Doc
| 2007 |
Credit Support Annex
Credit Support Annex (84K)
Doc #2787748: This document is immediately available for purchase, but does not have a preview available for viewing.
2787748
| | |
| Full Doc
| 2005 |
Deferred Compensation Plan
Deferred Compensation Plan (8K)
Doc #735316: This document is immediately available for purchase, but does not have a preview available for viewing.
735316
| | |
Preview
Full Doc
| 2001 |
Development Agreement
Development Agreement (18K)
Doc #736582: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into a Transaction Agreement (the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has . . .
736582
|
Cendant Internet
As referenced in this Development Agreement:
Cendant Internet Group, Inc – SEQUENCE}8
{FILENAME}s345371.txt
{DESCRIPTION}EX-99 - EXHIBIT 7 - DEVLOPMENT AGREEMENT
{TEXT}
Exhibit 7
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc ., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into
_____________
CENDANT INTERNET GROUP, INC – both oral and written, regarding such subject matter.
IN WITNESS WHEREOF, each of the undersigned has caused
this Agreement to be duly signed as of the date first above written.
CENDANT INTERNET GROUP, INC .
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1414834
;
Homestore.com
As referenced in this Development Agreement:
Homestore.com, Inc – the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc . ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE, in consideration of the foregoing and the
covenants
_____________
dt 1521755
;
|
Stepan
As referenced in this Development Agreement:
Stepan
– as of the date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
Stepan
– date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1338418
;
Travel Portal
As referenced in this Development Agreement:
Travel Portal, Inc – 7 - DEVLOPMENT AGREEMENT
{TEXT}
Exhibit 7
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc., a Delaware
corporation ("CIG"), and Travel Portal, Inc ., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into a Transaction Agreement (the "Transaction
Agreement"); and
WHEREAS,
_____________
TRAVEL PORTAL, INC – this Agreement to be duly signed as of the date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC .
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1317187
|
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (26K)
Doc #735798: Click preview link for longer preview.
AMENDED AND EXTENDED
EMPLOYMENT AGREEMENT
This Amended and Extended Employment Agreement dated as of April 1, 2003 is hereby made by and between Cendant Corporation, a Delaware corporation (�Cendant�) and Kevin M. Sheehan (the �Executive�).
WHEREAS, Cendant desires to continue to employ the Executive as a full-time employee of Cendant and the Executive desires to continue to serve Cendant in such capacity.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, . . .
735798
| | |
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (37K)
Doc #735838: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement dated as of the Effective Date (as hereinafter defined), is hereby made by and between Cendant Corporation, a Delaware corporation (the �Company�) and Ronald Nelson (the �Executive�).
WHEREAS, the Company desires to employ the Executive as a full-time employee of the Company and the Executive desires to serve the Company in such capacity.
NOW THEREFORE, in consideration of the foregoing and other . . .
735838
| | |
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (38K)
Doc #736252: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement dated as of June 2, 2001 by and
between Cendant Corporation, a Delaware corporation ("Cendant") and Richard A.
Smith (the "Executive").
WHEREAS, the prior employment agreement by and between Cendant
and the Executive has expired in accordance with its terms and is of no further
force or effect;
WHEREAS, Cendant desires to continue to employ the Executive
as Chairman and Chief Executive Officer, Cendant Real Estate Division, and . . .
736252
| | |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (46K)
Doc #1238888: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is dated as of April 17, 2006, by and between Cendant Travel Distribution Services Group, Inc., a Delaware corporation (the "Company") and Jeff Clarke (the "Executive").
WHEREAS, the Company desires to employ the Executive, and the Executive desires to serve the Company, in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as . . .
1238888
| | |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (38K)
Doc #2164253: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is dated as of the Effective Date (as hereinafter defined), by and between Realogy Corporation, a Delaware corporation (the "Company") and Richard A. Smith (the "Executive").
WHEREAS, Cendant Corporation, a Delaware corporation ("Cendant"), and the Executive are parties to an Amended and Restated Employment Agreement dated as of June 30, 2004 (the "Prior Agreement").
WHEREAS, Cendant has determined to distribute the Company directly to its stockholders pursuant to a spin-off transaction (the "Proposed Transaction"). . . .
2164253
| | |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (19K)
Doc #2253929: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (�Agreement�) is dated as of the �Effective Date� (as hereinafter defined), by and between Realogy Corporation, a Delaware corporation (the �Company�), and Henry R. Silverman (the �Executive�).
WHEREAS, Cendant Corporation, a Delaware corporation (�Cendant�), and the Executive are parties to an Amended and Extended Employment Agreement dated July 1, 2002, as thereafter amended from time to time (the �Cendant Agreement�).
WHEREAS, Cendant�s Board of Directors has approved the distribution of common stock of the Company by way of a pro . . .
2253929
| | |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (39K)
Doc #2253930: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
Cendant Corporation and Ronald L. Nelson (the �Executive�) are parties to that certain Employment Agreement effective as of April 14, 2003 (the �Prior Agreement�).
WHEREAS, Cendant Corporation (which shall be renamed, and is hereinafter referred to as, Avis Budget Group, Inc. or the �Company�) and the Executive agree to amend, restate and extend the Prior Agreement as set forth herein (this �Agreement�); and
WHEREAS, the Company has determined to distribute Realogy Corporation and Wyndham Worldwide Corporation directly to its stockholders pursuant to separate . . .
2253930
| |
Budget Group
As referenced in this Employment Agreement:
Budget Group, – are parties to that certain Employment Agreement effective as of April 14, 2003 (the Prior Agreement).
WHEREAS, Cendant Corporation (which shall be renamed, and is hereinafter referred to as, Avis Budget Group, Inc. or the Company) and the Executive agree to amend, restate and extend the Prior Agreement as set forth herein (this Agreement); and
WHEREAS, the Company has determined to
_____________
dt 1491370
|
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (39K)
Doc #2253932: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (�Agreement�) is dated as of the Effective Date (as hereinafter defined), by and between Wyndham Worldwide Corporation, a Delaware corporation (the �Company�) and Stephen P. Holmes (the �Executive�).
WHEREAS, Cendant Corporation, a Delaware corporation (�Cendant�), and the Executive are parties to an Amended and Restated Employment Agreement dated as of September 12, 1997 (the �Prior Agreement�).
WHEREAS, Cendant has determined to distribute the Company directly to its stockholders pursuant to a spin-off transaction (the �Proposed . . .
2253932
| | |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (39K)
Doc #2645502: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
Cendant Corporation and F. Robert Salerno (the "Executive") are parties to that certain Employment Agreement effective as of August 1, 2003 (the �Prior Agreement�).
WHEREAS, Cendant Corporation (which has been renamed Avis Budget Group, Inc. (the �Company�) and the Executive agree to amend, restate and extend the Prior Agreement as set forth herein (this �Agreement�); and
WHEREAS, the Company desires to employ the Executive as a full-time employee of the Company and the Executive desires to serve the Company in such capacity.
NOW THEREFORE, in . . .
2645502
| |
Budget Group
As referenced in this Employment Agreement:
Budget Group, – and F. Robert Salerno (the "Executive") are parties to that certain Employment Agreement effective as of August 1, 2003 (the Prior Agreement).
WHEREAS, Cendant Corporation (which has been renamed Avis Budget Group, Inc. (the Company) and the Executive agree to amend, restate and extend the Prior Agreement as set forth herein (this Agreement); and
WHEREAS, the Company desires to employ the
_____________
BUDGET GROUP, – the circumstances in which it was entered into and specifically enforce this Agreement as limited.
*****
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
AVIS BUDGET GROUP, INC.
/s/ Mark Servodidio
By: Mark Servodidio
Title: Executive Vice President, Human Resources
F. ROBERT SALERNO
/s/ F. Robert Salerno
_____________
dt 1677211
|
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (37K)
Doc #2645503: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
WHEREAS, Avis Budget Group, Inc. (the �Company�) and David B. Wyshner (the "Executive") desire to enter into an agreement on the terms as set forth herein (this �Agreement�); and
WHEREAS, the Company desires to employ the Executive as a full-time employee of the Company and the Executive desires to serve the Company in such capacity.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECTION I
EFFECTIVENESS
This . . .
2645503
| |
Budget Group
As referenced in this Employment Agreement:
Budget Group, – David B. Wyshner Employment Agreement
EX-10.2 3 wyshneragreement.htm DAVID B. WYSHNER EMPLOYMENT AGREEMENT
Exhibit 10.2
EMPLOYMENT AGREEMENT
WHEREAS, Avis Budget Group, Inc. (the Company) and David B. Wyshner (the "Executive") desire to enter into an agreement on the terms as set forth herein (this Agreement); and
WHEREAS, the Company desires
_____________
BUDGET GROUP, – the circumstances in which it was entered into and specifically enforce this Agreement as limited.
*****
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
AVIS BUDGET GROUP, INC.
/s/Mark Servodidio
By: Mark Servodidio
Title: Executive Vice President, Human Resources
DAVID B. WYSHNER
/s/ David B. Wyshner
_____________
dt 1677212
|
Preview
Full Doc
| 2003 |
Fairness Opinion Presentation
Fairness Opinion Presentation (68K)
Doc #167053: Click preview link for longer preview.
Lexent Inc.
Summary of Analysis
TRANSACTION VALUATION
Proposed transaction price
$
1.50
Shares outstanding (a)
42,690
Equity value
$
64,036
Plus net debt assumed
$
(79,748
)
. . .
167053
|
Cendant
As referenced in this Fairness Opinion Presentation:
Cendant Corp – Corp
Azurix Corp
8.38
3.56
3.56
3.58
135.2
%
135.2
%
134.2
%
11/03/00
04/02/01
Cendant Corp
Fairfield Communities Inc
16.00
13.94
12.50
10.56
14.8
%
28.0
%
51.5
%
02/12/01
08/01/
_____________
dt 278042
;
AES
As referenced in this Fairness Opinion Presentation:
AES Corp – 10/01
NS Power Hldg Inc
Bangor Hydro-Electric Co
26.81
15.00
15.25
15.13
78.7
%
75.8
%
77.3
%
07/17/00
03/27/01
AES Corp
IPALCO Enterprises Inc
25.00
21.50
21.38
19.94
16.3
%
17.0
%
25.4
%
07/24/00
05/31/01
Deutsche Telekom AG
VoiceStream Wireless Corp
_____________
dt 1345678
;
Cincinnati Bell
As referenced in this Fairness Opinion Presentation:
Cincinnati Bell Inc – CommNet Cellular Inc
31.00
30.25
32.06
21.43
2.5
%
-3.3
%
44.7
%
07/21/99
11/09/99
Cincinnati Bell Inc
IXC Communications Inc
49.43
36.25
37.31
42.00
36.4
%
32.5
%
17.7
%
08/13/99
09/22/
_____________
dt 275739
;
|
Enron
As referenced in this Fairness Opinion Presentation:
Enron Corp – 12/31/00
Technical Olympic USA Inc
Engle Homes Inc
19.10
15.75
15.63
15.75
21.3
%
22.2
%
21.3
%
10/27/00
03/16/01
Enron Corp
Azurix Corp
8.38
3.56
3.56
3.58
135.2
%
135.2
%
134.2
%
11/03/00
04/02/01
Cendant Corp
Fairfield Communities Inc
16.00
_____________
Enron Corp – 25/00
07/31/01
Investor Group
Uno Restaurant Corp
9.75
7.31
6.06
6.81
33.3
%
60.8
%
43.1
%
10/27/00
03/16/01
Enron Corp
Azurix Corp
8.38
3.56
3.56
3.58
135.2
%
135.2
%
134.2
%
11/10/00
01/31/01
HCH Acquisition Corp
Holts Cigar Holding Inc
_____________
dt 1336269
;
Forrester
As referenced in this Fairness Opinion Presentation:
Forrester Research Inc – Numerical Technologies Inc
7.00
3.70
3.70
3.10
89.2
%
89.2
%
125.8
%
01/21/03
03/03/03
Forrester Research Inc
Giga Information Group Inc
4.75
1.56
1.73
1.55
204.5
%
174.6
%
206.5
%
04/16/03
05/
_____________
dt 269091
;
More... |
Preview
Full Doc
| 2002 |
First Supplemental Indenture
First Supplemental Indenture (10K)
Doc #736131: Click preview link for longer preview.
Cendant Corporation
Zero-Coupon Convertible Debentures due 2021
------------------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 1, 2002
TO
INDENTURE
Dated as of May 4, 2001
------------------------------------------------------------------
The Bank of New York
. . .
736131
| |
BNY
As referenced in this First Supplemental Indenture:
Bank of New York
– TEXT}
Exhibit 4.1
Cendant Corporation
Zero-Coupon Convertible Debentures due 2021
------------------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 1, 2002
TO
INDENTURE
Dated as of May 4, 2001
------------------------------------------------------------------
The Bank of New York
TRUSTEE
------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
Page
----
ARTICLE 1
AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE
Section 1.1 Amendment to Section 3.7(a).................................2
Section 1.2 Amendment
_____________
BANK OF NEW YORK, – Section 2.7 Multiple Originals..........................................4
FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2002 (herein
called the "Supplemental Indenture") between CENDANT CORPORATION, a
Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee"), to the Indenture dated as
of May 4, 2001, between the Company and the Trustee (hereinafter called the
"Original Indenture").
_____________
Bank of New York
– the Company:
Cendant Corporation
9 West 57th Street
New York, New York 10019
Attn: Secretary
Telephone No.: (212) 413-1800
Facsimile No.: (212) 413-1922
if to the Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
Telephone No.: (212) 328-7629
Facsimile No.: (212) 896-7294
Attn: Corporate Trust Administration
The Company or the Trustee by notice
_____________
BANK OF NEW YORK
– the respective
parties hereto as of the date first above written.
CENDANT CORPORATION
By: /s/ Eric J. Bock
-------------------------------
Name: Eric J. Bock
Title: Executive Vice President,
Law and Secretary
THE BANK OF NEW YORK
By: /s/ Julie Salovitch-Miller
------------------------------
Name: Julie Salovitch-Miller
Title: Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 1724211
|
| Full Doc
| 2006 |
First Supplemental Indenture
First Supplemental Indenture (9K)
Doc #2253925: This document is immediately available for purchase, but does not have a preview available for viewing.
2253925
| | |
Preview
Full Doc
| 2001 |
Forward Purchase Contract Agreement
Forward Purchase Contract Agreement (364K)
Doc #736443: Click preview link for longer preview.
CENDANT CORPORATION
AND
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
as Forward Purchase Contract Agent
----------
FORWARD PURCHASE CONTRACT AGREEMENT
----------
dated as of July 27, 2001
Table of Contents
. . .
736443
|
Nova Scotia
As referenced in this Forward Purchase Contract Agreement:
Bank of Nova Scotia – and the Indenture Trustee, as amended
and supplemented by the Fourth Supplemental Indenture dated as
of July 27, 2001 between the Company and the Indenture
Trustee.
"Indenture Trustee" means The Bank of Nova Scotia Trust
Company of New York, as trustee under the Indenture, or any
successor thereto.
"Initial Remarketing" has the meaning specified in
Section 5.4.
"Initial Remarketing Date" has the meaning
_____________
dt 1340236
;
Cede
As referenced in this Forward Purchase Contract Agreement:
Cede & Co. – the
Depositary by, or on behalf of, the Company. Such Global Certificate shall
initially be registered on the books and records of the
23
{PAGE}
Company in the name of Cede & Co. , the nominee of the Depositary, and no
Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except as provided in
Section
_____________
CEDE & CO. – 55 WATER STREET, NEW YORK, NEW
YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. , OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER
_____________
CEDE & CO. – IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. , ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*
No. _____
_____________
CEDE & CO. – AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO. , HAS AN INTEREST HEREIN.]*
No. _____ CUSIP No. 151313 889
Number of Upper DECS _______
--------------------
* To be inserted in Global Certificates only.
A-1
{PAGE}
7.75% Upper DECS
_____________
CEDE & CO. – 55 WATER STREET, NEW YORK, NEW
YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. , OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER
_____________
dt 1629367
;
|
Chase Manhattan
As referenced in this Forward Purchase Contract Agreement:
Chase Manhattan Bank, – the
Clearing Agency.
"Closing Price" has the meaning specified in Section 5.1.
"Collateral" has the meaning specified in Section 2.1 of
the Pledge Agreement.
"Collateral Agent" means The Chase Manhattan Bank, as
Collateral Agent under the Pledge Agreement until a successor
Collateral Agent shall have become such pursuant to the
applicable provisions of the Pledge Agreement, and thereafter
"Collateral Agent"
_____________
Chase Manhattan Bank
– decrease Securities Custodian
Date Certificate Certificate or increase Agent
{S} {C} {C} {C} {C}
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
{/TABLE}
B-19
{PAGE}
EXHIBIT C
INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT
TO COLLATERAL AGENT
The Chase Manhattan Bank
Re: Upper DECS of Cendant Corporation (the "Company")
-------------------------------------------------
We hereby notify you in accordance with Section 4.1 4.2 of the
Pledge Agreement, dated as of July 27,
_____________
dt 1425928
;
Salomon
As referenced in this Forward Purchase Contract Agreement:
Salomon Smith
Barney Inc – of New York.
"Proceeds" has the meaning set forth in Section 1 of the
Pledge Agreement.
"Underwriting Agreement" means the Underwriting Agreement
dated July 20, 2001 between the Company and Salomon Smith
Barney Inc .
"Forward Purchase Contract," when used with respect to any
Security, means the contract forming a part of such Security
and obligating the Company to sell and the Holder of
_____________
Salomon Smith Barney Inc – in Section 5.6.
"Purchase Price" has the meaning specified in Section 5.1.
"Purchased Shares" has the meaning specified in Section
5.7(a)(6).
"Quotation Agent" means (i) Salomon Smith Barney Inc . and
its respective successors, provided, however, that if the
foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury
Dealer or (ii)
_____________
Salomon Smith Barney
Inc – meaning specified in
Section 5.7(b).
"Reset Agent" means a nationally recognized investment
banking firm chosen by the Company to determine the Reset
Rate. It is currently anticipated that Salomon Smith Barney
Inc . will act in such capacity.
"Reset Announcement Date" means, in the case of the Reset
Rate to be determined on the Initial Remarketing Date, the
tenth Business Day immediately
_____________
dt 1348904
;
Skadden
As referenced in this Forward Purchase Contract Agreement:
Skadden, Arps – in Section 5.5(b).
"Tax Event" means the receipt by the Company of an opinion
of a nationally recognized independent tax counsel experienced
in such matters, which may be Skadden, Arps , Slate, Meagher &
Flom LLP, to the effect that, as a result of (a) any amendment
to, or change (including any announced proposed change) in,
the laws (or any regulations
_____________
dt 1431122
|
Preview
Full Doc
| 2006 |
Guarantee and Collateral Agreement
Guarantee and Collateral Agreement (103K)
Doc #1238890: Click preview link for longer preview.
GUARANTEE AND COLLATERAL AGREEMENT
made by
AVIS BUDGET HOLDINGS, LLC,
AVIS BUDGET CAR RENTAL, LLC
and certain of its Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of April 19, 2006
TABLE OF CONTENTS
SECTION 1.
DEFINED TERMS
1
1.1 Definitions
1
. . .
1238890
|
Citicorp USA
As referenced in this Guarantee and Collateral Agreement:
CITICORP USA, INC – in the Credit Agreement) from time to time parties to the Credit Agreement, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and CITICORP USA, INC ., as Documentation Agents, WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, the Lenders and the Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant
_____________
dt 1368364
;
BofA
As referenced in this Guarantee and Collateral Agreement:
BANK OF AMERICA, N.A. – CAR RENTAL, LLC (the Borrower), the Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties to the Credit Agreement, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, BANK OF AMERICA, N.A. , CALYON NEW YORK BRANCH and CITICORP USA, INC., as Documentation Agents, WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, the Lenders and the Administrative Agent.
W I T N
_____________
dt 1555660
;
|
Deutsche Bank
As referenced in this Guarantee and Collateral Agreement:
DEUTSCHE BANK SECURITIES INC – AVIS BUDGET HOLDINGS, LLC (Holdings), AVIS BUDGET CAR RENTAL, LLC (the Borrower), the Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties to the Credit Agreement, DEUTSCHE BANK SECURITIES INC ., as Syndication Agent, BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and CITICORP USA, INC., as Documentation Agents, WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, the Lenders
_____________
dt 1376714
;
JPMorgan Chase
As referenced in this Guarantee and Collateral Agreement:
JPMORGAN CHASE BANK, – OF APRIL 19, 2006
EXHIBIT 10.3
GUARANTEE AND COLLATERAL AGREEMENT
made by
AVIS BUDGET HOLDINGS, LLC,
AVIS BUDGET CAR RENTAL, LLC
and certain of its Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of April 19, 2006
TABLE OF CONTENTS
Page
SECTION 1.
DEFINED TERMS
1
1.1 Definitions
1
1.2 Other Definitional Provisions
_____________
JPMORGAN CHASE BANK, – of April 19, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the
_____________
dt 1406572
;
Wachovia Bank
As referenced in this Guarantee and Collateral Agreement:
WACHOVIA BANK, NA – to time parties to the Credit Agreement, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and CITICORP USA, INC., as Documentation Agents, WACHOVIA BANK, NA TIONAL ASSOCIATION, as Co-Documentation Agent, the Lenders and the Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders
_____________
dt 1386895
|
Preview
Full Doc
| 2005 |
Issuing and Paying Agency Agreement
Issuing and Paying Agency Agreement (24K)
Doc #735355: Click preview link for longer preview.
ISSUING AND PAYING AGENCY AGREEMENT
This Agreement, dated as of March 30, 2005, is by and between Cendant Corporation (the �Issuer�) and JPMorgan Chase Bank (�JPMorgan�).
1. APPOINTMENT AND ACCEPTANCE
The Issuer hereby appoints JPMorgan as its issuing and paying agent in connection with the issuance and payment of certain short-term promissory notes of the Issuer (the �Notes�), as further described herein, and JPMorgan agrees to act as such agent upon the terms and conditions contained in this Agreement.
2. COMMERCIAL PAPER PROGRAMS
The Issuer may establish one or more . . .
735355
| |
JPMorgan Chase
As referenced in this Issuing and Paying Agency Agreement:
JPMorgan Chase Bank – ISSUING AND PAYING AGENCY AGREEMENT
Exhibit 10.2
ISSUING AND PAYING AGENCY AGREEMENT
This Agreement, dated as of March 30, 2005, is by and between Cendant Corporation (the Issuer) and JPMorgan Chase Bank (JPMorgan).
1. APPOINTMENT AND ACCEPTANCE
The Issuer hereby appoints JPMorgan as its issuing and paying agent in connection with the issuance and payment of certain short-term promissory notes
_____________
JPMORGAN CHASE BANK
– 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by duly authorized officers as of the day and year first-above written.
JPMORGAN CHASE BANK
By: /s/ Steven E. Charles
CENDANT CORPORATION
By: /s/ David B. Wyshner
Name: Steven E. Charles
Title: Authorized Officer
Date: March 30, 2005
Name: David B. Wyshner
Title: Treasurer
_____________
dt 1405432
|
Preview
Full Doc
| 2005 |
Lease Agreement
Lease Agreement (101K)
Doc #735283: Click preview link for longer preview.
LEASE AGREEMENT
(BRAC Trust No. 2005-[ ])
Dated as of May ____, 2005
among
BRAC Trust No. 2005-[ ], as Lessor
WILMINGTON TRUST COMPANY, in its individual
capacity only to the extent expressly stated in Section 18.10
hereof and otherwise not in its individual capacity but solely as
trustee under the Trust Agreement (BRAC Trust No. 2005-[ ])
and
BUDGET RENT A CAR SYSTEM, INC., as Lessee
THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTER-PARTS. ONLY THE �ORIGINAL� COUNTERPART OF THIS LEASE AGREEMENT . . .
735283
| | |
Preview
Full Doc
| 2008 |
Lease Agreement
Lease Agreement (17K)
Doc #3276987: Click preview link for longer preview.
CONFORMED COPY
AMENDMENT NO. 1 TO MASTER MOTOR VEHICLE OPERATING
LEASE AGREEMENT
dated as of February 15, 2008
between
CENTRE POINT FUNDING, LLC,
as Lessor,
BUDGET TRUCK RENTAL, LLC,
as Administrator
as Lessee
and
AVIS BUDGET CAR RENTAL, LLC,
as Guarantor
AMENDMENT NO. 1
TO MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT
This AMENDMENT NO. 1 TO MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT, dated February 15, 2008 (this �Amendment�) is between CENTRE POINT FUNDING, LLC (f/k/a Budget Truck Funding, LLC) (�BTF�), a Delaware limited liability company, . . .
3276987
| | |
| Full Doc
| 2001 |
Letter of Transmittal
Letter of Transmittal (27K)
Doc #736293: This document is immediately available for purchase, but does not have a preview available for viewing.
736293
| | |
| Full Doc
| 2007 |
Limited Liability Company Agreement
Limited Liability Company Agreement (16K)
Doc #2837469: This document is immediately available for purchase, but does not have a preview available for viewing.
2837469
| | |
| Full Doc
| 2007 |
Limited Liability Company Agreement
Limited Liability Company Agreement (16K)
Doc #2837475: This document is immediately available for purchase, but does not have a preview available for viewing.
2837475
| | |
| Full Doc
| 2007 |
Limited Liability Company Agreement
Limited Liability Company Agreement (16K)
Doc #2837481: This document is immediately available for purchase, but does not have a preview available for viewing.
2837481
| | |
| Full Doc
| 2007 |
Limited Liability Company Agreement
Limited Liability Company Agreement (13K)
Doc #2837497: This document is immediately available for purchase, but does not have a preview available for viewing.
2837497
| | |
| Full Doc
| 2007 |
Master Agreement
Master Agreement (76K)
Doc #2787746: This document is immediately available for purchase, but does not have a preview available for viewing.
2787746
| | |
Preview
Full Doc
| 2007 |
Master Agreement
Master Agreement (81K)
Doc #2787747: Click preview link for longer preview.
Executed Copy
Swap Schedule
(Multicurrency - Cross Border)
ISDA(R)
International Swaps Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of 16 March 2007
between
. . .
2787747
| |
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – j) of this Schedule. For all purposes of this
Agreement, the Pooling and Servicing Agreement or PSA means the
pooling and servicing agreement, dated as of 1 March 2007, among
Credit Suisse First Boston Mortgage Securities Corp. , as Depositor,
Capmark Finance Inc., as Master Servicer, Midland Loan Services,
Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
for the Trust.
(iii) Each of
_____________
dt 1707540
|
Preview
Full Doc
| 2005 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (151K)
Doc #735165: Click preview link for longer preview.
MASTER LOAN PURCHASE AGREEMENT
Dated as of August 29, 2002
Amended and Restated as of November 14, 2005
by and between
CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC.,
as Seller
and
FAIRFIELD RESORTS, INC.,
as Co-Originator
and
FAIRFIELD MYRTLE BEACH, INC.,
as Co-Originator
and
KONA HAWAIIAN VACATION OWNERSHIP, LLC,
as an Originator
and
SHAWNEE DEVELOPMENT, INC.,
as an Originator
and
SEA . . .
735165
|
JPMorgan Chase
As referenced in this Master Loan Purchase Agreement:
JPMorgan Chase Bank
– LLC - Fairfield
Lockbox
Wire 026009593
ACH 011000138
3756384323
Toni Krantz 212-503-8471
Wells Fargo
Cendant Timeshare Conduit Receivables Funding, LLC - Fairfield
Deposit
121000248
1009350057
Alice Botello 415-222-6730
JPMorgan Chase Bank
Cendant Timeshare Conduit Receivables Funding, LLC - Fairfield
ACH Collections
021000021
323405452
Dorin Ladon 312-954-9288
SCHEDULE 5
Litigation
On July 18, 2005, a complaint was filed in Federal
_____________
dt 1405430
;
|
Wachovia Bank
As referenced in this Master Loan Purchase Agreement:
Wachovia Bank, Na – Company intends to transfer and assign the Loans and related Transferred Assets to the various Issuers, which will then grant security interests in the Loans and related Transferred Assets to Wachovia Bank, Na tional Association, as Collateral Agent on behalf of the various Trustees and the holders of Notes issued from time to time pursuant to an Indenture and Servicing Agreement.
NOW, THEREFORE,
_____________
Wachovia Bank, Na – shall have the meaning set forth in the Indenture and Servicing Agreement.
Collateral Agency Agreement shall mean the Collateral Agency Agreement dated as of January 15, 1998 by and between Wachovia Bank, Na tional Association as successor Collateral Agent and the secured parties named therein, as amended by the First Amendment dated as of July 31, 1998, the Second Amendment dated as of
_____________
Wachovia Bank, Na – dated as of August 11, 2005, as such Collateral Agency Agreement may be further amended, supplemented or otherwise modified from time to time in accordance therewith.
Collateral Agent shall mean Wachovia Bank, Na tional Association, as Collateral Agent, its successors and assigns and any entity which is substituted as Collateral Agent under the terms of the Collateral Agency Agreement.
Collection Account shall mean
_____________
Wachovia Bank, Na – subsidiary of FRI.
Custodial Agreement shall mean the Fifth Amended and Restated Custodial Agreement dated as of August 11, 2005 by and between each of the Issuers, CTRG-CF, Trendwest, Wachovia Bank, Na tional Association as Custodian, the Trustees and the Collateral Agent, a copy of which is attached to this Agreement as Exhibit A, as the same may be amended,
supplemented or
_____________
Wachovia Bank, Na – of November 14, 2005, together with the Indenture Supplement, each as amended from time to time, and each among the Initial Issuer, as issuer, CTRG-CF, as master servicer and Wachovia Bank, Na tional Association, as trustee and collateral agent, and (ii) with respect to any Additional Series, the indenture and servicing agreement or similar document or documents pursuant to which such Additional
_____________
dt 1386320
;
Orrick
As referenced in this Master Loan Purchase Agreement:
Orrick, Herrington – has taken all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to the Company set forth in the opinion of Orrick, Herrington & Sutcliffe LLP relating to substantive consolidation matters with respect to the Seller and the Company are true and correct; provided, however, that none of the Seller, FRI, FMB,
_____________
Orrick, Herrington – including taking all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to the Company set forth in the opinion of Orrick, Herrington & Sutcliffe LLP relating to substantive consolidation matters with respect to the Seller and the Company are true and correct.
(xii) Computer Files. Mark or cause to be marked
_____________
dt 1430093
|
Preview
Full Doc
| 2005 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (54K)
Doc #735170: Click preview link for longer preview.
SERIES 2002-1 SUPPLEMENT
Dated as of August 29, 2002
to
MASTER LOAN PURCHASE AGREEMENT
Dated as of August 29, 2002
Amended and Restated as of November 14, 2005
CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC
LOAN-BACKED
VARIABLE FUNDING NOTES,
SERIES 2002-1
by and between
CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC.,
as Seller
FAIRFIELD RESORTS, INC.,
as Co-Originator
FAIRFIELD MYRTLE BEACH, INC.,
as Co-Originator
KONA HAWAIIAN VACATION OWNERSHIP, LLC, . . .
735170
| |
Orrick
As referenced in this Master Loan Purchase Agreement:
Orrick, Herrington – d) Payment for and delivery of the Series 2002-1 Loans being purchased by the Company on the Closing Date shall take place at a closing at the offices of Orrick, Herrington & Sutcliffe LLP, Washington Harbour, 3050 K Street, NW, Washington, D.C. 20007, at 10:00 a.m. local time on the Closing Date, or such other time and
_____________
dt 1430094
|
Preview
Full Doc
| 2005 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (116K)
Doc #735173: Click preview link for longer preview.
MASTER LOAN PURCHASE AGREEMENT
Dated as of August 29, 2002
Amended and Restated as of November 14, 2005
by and between
TRENDWEST RESORTS, INC.,
as Seller
and
SIERRA DEPOSIT COMPANY, LLC
as Purchaser
TABLE OF CONTENTS
Page
Section 1.
Definitions
1
Section 2.
Purchase and Sale of Loans
14
. . .
735173
|
JPMorgan Chase
As referenced in this Master Loan Purchase Agreement:
JPMorgan Chase Bank
– Receivables Funding, LLC - Trendwest
Lockbox
111000012
3756240535
Toni Krantz
212-503-8471
Bank of America
Cendant Timeshare Conduit Receivables Funding, LLC - Trendwest
Deposit
111000012
3756245158
Toni Krantz
212-503-8471
JPMorgan Chase Bank
Cendant Timeshare Conduit Receivables Funding, LLC - Trendwest
ACH Collections
021000021
304194824
Dorin Ladon
312-954-9288
SCHEDULE 5
Litigation
In September 2002, the Office of the California Attorney General
_____________
dt 1405431
;
|
Wachovia Bank
As referenced in this Master Loan Purchase Agreement:
Wachovia Bank, Na – Company intends to transfer and assign the Loans and related Transferred Assets to the various Issuers, which will then grant security interests in the Loans and related Transferred Assets to Wachovia Bank, Na tional Association, as Collateral Agent on behalf of the various Trustees and the holders of Notes issued from time to time pursuant to an Indenture and Servicing Agreement.
NOW, THEREFORE,
_____________
Wachovia Bank, Na – shall have the meaning set forth in the Indenture and Servicing Agreement.
Collateral Agency Agreement shall mean the Collateral Agency Agreement dated as of January 15, 1998 by and between Wachovia Bank, Na tional Association as successor Collateral Agent and the secured parties named therein, as amended by the First Amendment dated as of July 31, 1998, the Second Amendment dated as of
_____________
Wachovia Bank, Na – dated as of August 11, 2005, as such Collateral Agency Agreement may be further amended, supplemented or otherwise modified from time to time in accordance therewith.
Collateral Agent shall mean Wachovia Bank, Na tional Association, as Collateral Agent, its successors and assigns and any entity which is substituted as Collateral Agent under the terms of the Collateral Agency Agreement.
Collection Account shall mean
_____________
Wachovia Bank, Na – subsidiary of FRI.
Custodial Agreement shall mean the Fifth Amended and Restated Custodial Agreement dated as of August 11, 2005 by and between each of the Issuers, CTRG-CF, Trendwest, Wachovia Bank, Na tional Association as Custodian, the Trustees and the Collateral Agent, a copy of which is attached to this Agreement as Exhibit A, as the same may be amended, supplemented or
_____________
Wachovia Bank, Na – of November 14, 2005, together with the Indenture Supplement, each as amended from time to time, and each among the Initial Issuer, as issuer, CTRG-CF, as master servicer and Wachovia Bank, Na tional Association, as trustee and collateral agent, and (ii) with respect to any Additional Series, the indenture and servicing agreement or similar document or documents pursuant to which such Additional
_____________
dt 1386321
;
Orrick
As referenced in this Master Loan Purchase Agreement:
Orrick, Herrington – have taken all actions necessary on their part to be taken in order to ensure that the facts and assumptions relating to the Company set forth in the opinion of Orrick, Herrington & Sutcliffe LLP relating to substantive consolidation matters with respect to the Seller and the Company are true and correct; provided, however, that the Seller makes no representations or
_____________
Orrick, Herrington – including taking all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to the Company set forth in the opinion of Orrick, Herrington & Sutcliffe LLP relating to substantive consolidation matters with respect to the Seller and the Company are true and correct.
(xii) Computer Files. Mark or cause to be marked
_____________
dt 1430095
|
Preview
Full Doc
| 2005 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (42K)
Doc #735175: Click preview link for longer preview.
SERIES 2002-1 SUPPLEMENT
Dated as of August 29, 2002
to
MASTER LOAN PURCHASE AGREEMENT
Dated as of August 29, 2002
Amended and Restated as of November 14, 2005
CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC
LOAN-BACKED
VARIABLE FUNDING NOTES,
SERIES 2002-1
by and between
TRENDWEST RESORTS, INC.,
as Seller
and
SIERRA DEPOSIT COMPANY, LLC,
as Purchaser
TABLE OF CONTENTS
735175
| |
Orrick
As referenced in this Master Loan Purchase Agreement:
Orrick, Herrington – Pool Purchase Price.
Section 4. Payment of Purchase Price.
Sections 4(a) through (c) are set forth in the Agreement.
(d) The closing shall take place at the offices of Orrick, Herrington & Sutcliffe LLP, Washington Harbour, 3050 K Street, NW, Washington, D.C. 20007, at 10:00 a.m. local time on the Closing Date, or such other time and
_____________
dt 1430096
|
Preview
Full Doc
| 2003 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (20K)
Doc #735739: Click preview link for longer preview.
SECOND AMENDMENT
TO
MASTER LOAN PURCHASE AGREEMENT
Amendment Dated as of July 17, 2003
by and between
FAIRFIELD ACCEPTANCE CORPORATION�NEVADA,
as Seller
and
FAIRFIELD RESORTS, INC.,
as Co-Originator
and
FAIRFIELD MYRTLE BEACH, INC.,
as Co-Originator
and
KONA HAWAIIAN VACATION OWNERSHIP, LLC,
as an Originator
and
SEA GARDENS BEACH AND TENNIS RESORT, INC.,
VACATION BREAK RESORTS, INC.,
VACATION BREAK RESORTS AT STAR ISLAND, INC.,
PALM VACATION GROUP
and
OCEAN RANCH VACATION GROUP,
each as a VB Subsidiary
and
PALM VACATION GROUP
and
OCEAN RANCH . . .
735739
| |
Wachovia Bank
As referenced in this Master Loan Purchase Agreement:
Wachovia Bank, Na – August 29, 2002, together with the Indenture Supplement, each as amended from time to time, and each among Sierra Receivables Funding Company, LLC, as issuer, FAC, as master servicer and Wachovia Bank, Na tional Association, as trustee and collateral agent, and (ii) with respect to any Additional Series, the indenture and servicing agreement or similar document or documents pursuant to which such Additional
_____________
dt 1386322
|
| Full Doc
| 2003 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (13K)
Doc #735741: This document is immediately available for purchase, but does not have a preview available for viewing.
735741
| | |
| Full Doc
| 2003 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (15K)
Doc #735743: This document is immediately available for purchase, but does not have a preview available for viewing.
735743
| | |
| Full Doc
| 2003 |
Master Loan Purchase Agreement
Master Loan Purchase Agreement (9K)
Doc #735744: This document is immediately available for purchase, but does not have a preview available for viewing.
735744
| | |
Preview
Full Doc
| 2007 |
Vehicle Operating Lease Agreement
Vehicle Operating Lease Agreement (6K)
Doc #3007935: Click preview link for longer preview.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER MOTOR
VEHICLE OPERATING LEASE AGREEMENT
This THIRD AMENDMENT (this �Amendment�), dated as of May 9, 2007, amends the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement (as amended to date, the �AESOP I Operating Lease�), dated as of June 3, 2004, by and between AESOP LEASING L.P., a Delaware limited partnership, as lessor (the �Lessor�) and AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC), a Delaware limited liability company (�ABCR�), as lessee (in such capacity, the . . .
3007935
| | |
Preview
Full Doc
| 2003 |
Listings License Agreement
Listings License Agreement (46K)
Doc #268011: Click preview link for longer preview.
LISTINGS LICENSE AGREEMENT
THIS LISTINGS LICENSE AGREEMENT (the "Agreement") dated this 5th day of
August, 2003 by and among CENDANT CORPORATION, a Delaware corporation with an
office located at 9 West 57th Street, 37th Floor, New York, New York 10019
("Cendant") and HOMESTORE, INC., a Delaware corporation with an office located
at 30700 Russell Ranch Road, Westlake Village, California 91362 (collectively
with its affiliates, successors and assigns, "Homestore").
W I T N E S S E T H:
WHEREAS, Cendant is the parent of the franchisors (the "Franchisors"),
respectively, of the CENTURY 21(R), ERA(R) and COLDWELL BANKER(R) real estate
brokerage franchise systems and the owner of NRT Incorporated (collectively, the
"Systems"); and
WHEREAS, Homestore maintains one or more web sites on the Internet that
provide to consumers, inter alia, access to real estate listings and other
information regarding real estate opportunities; and
WHEREAS, a dispute has arisen between Cendant, including certain
Cendant subsidiaries, and Homestore, including certain Homestore subsidiaries,
concerning the October 26, 2000 Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the parties; and
WHEREAS, on August 5, 2003, Cendant, Homestore and other related
parties executed a Settlement Agreement and Release ("Settlement Agreement")
resolving the dispute concerning the Reorganization Agreement pursuant to which,
among other things, Cendant and Homestore agreed to execute this Agreement;
WHEREAS, pursuant to the Settlement Agreement, Homestore desires to
obtain from Cendant the Listing Data and Broker Agent Data (as defined in the
Master Operating Agreement executed as of October 26, 2000, which hereinafter
shall be referred to as the "Master Operating Agreement") compiled by or on
behalf of a Cendant Party from time to time during the term of this Agreement,
(except to the extent that Homestore obtains Listings and Broker Agent
Information pursuant to any MLS Agreement (as hereinafter defined)), and Cendant
desires to provide the Listing Data to Homestore for display on the Sites as
additional advertising exposure for the Listings; and,
WHEREAS, notwithstanding any expiration or termination of the Master
Operating Agreement (and solely for reference and definition purposes with
respect to this Agreement), all capitalized terms not otherwise defined herein
shall have the meanings set forth in the Master Operating Agreement, which
meanings shall survive any such expiration or termination.
{PAGE}
NOW, THEREFORE, in consideration of the promises and covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
Section 1. TERM. The term of this Agreement (the "Term") shall commence
on August 5, 2003 and shall terminate at the close of business on December 31,
2040, unless earlier terminated in accordance with the terms herein set forth.
Section 2. LICENSE.
(a) Non-Exclusive License. Subject to the terms and conditions of
this Agreement (including, but not limited to the restrictions set forth in
Section 2(f) hereof), Cendant hereby grants to Homestore, during the Term, a
non-exclusive, fully paid-up, royalty-free license to (i) use, cache and
reproduce the Listing Data and Broker Agent Data for public distribution,
transmission and display, (ii) modify and translate the Listing Data and Broker
Agent Data for distribution, transmission and display, (iii) excerpt, summarize,
aggregate and display the Listing Data and Broker Agent Data for marketing and
advertising purposes, and (iv) use the Listing Data and Broker Agent Data in
connection with the distribution of the Listing Data and Broker Agent Data for
Electronic Display, and to do all of the foregoing solely through or on the
Homestore Listing Sites, the Homestore Site, the Realtor Site, or through or on
any other website on which REALTOR.com(R) listings are, from time to time,
displayed (collectively, the "Sites"). The aforementioned license grant is
restricted to use of the Listing Data and Broker Agent Data, but may be viewed
on a worldwide basis. Homestore shall have the right, but not the obligation, to
so utilize the Listing Data and Broker Agent Data at the Sites during the Term.
Cendant's obligations with respect to its licensing of the Listing Data and
Broker Agent Data to Homestore does not represent a guaranty or warranty that
Cendant will provide to Homestore any and all Listing Data and Broker Agent
Data, but only that Cendant will use reasonable efforts to provide (or make
available) to Homestore such Listings Data and Broker Agent Data to the extent
that Homestore is unable (despite reasonable efforts) to obtain the information
contained in such Listing Data and Broker Agent Data from an MLS. Homestore
shall not, except for the use of Listings Data and Broker Agent Data for
Electronic Display, have any right to sublicense to any other parties or third
parties the rights granted in this Section 2(a) without Cendant's prior written
consent, which consent shall be given or withheld at Cendant's sole discretion
and election. Subject to the terms and conditions of this Agreement (including,
but not limited to the restrictions set forth in Section 2(f) hereof), Homestore
shall have the further right, at its own expense, to modify or have modified the
Listing Data and Broker Agent Data to make such Listing Data and Broker Agent
Data reasonably consistent with the look and feel of the Sites and the editorial
and technical standards of Homestore as they may exist from time to time.
Homestore shall not, without Cendant's prior written consent, remove broker
identifying information that may appear on, in, or with the Listings Data and
Broker Agent Data; provided, however, Homestore may remove marks or logos of
third parties where Homestore has evidenced to Cendant in writing that Homestore
shall forever release and hold harmless Cendant from and against any and all
liability with respect to such removal. In addition, Homestore shall reproduce
268011
| |
Homestore
As referenced in this Listings License Agreement:
HOMESTORE, – CENDANT CORPORATION, a Delaware corporation with an
office located at 9 West 57th Street, 37th Floor, New York, New York 10019
("Cendant") and HOMESTORE, INC., a Delaware corporation with an office located
at 30700 Russell Ranch Road, Westlake Village, California 91362 (collectively
with its affiliates, successors
_____________
"Homestore" – a Delaware corporation with an office located
at 30700 Russell Ranch Road, Westlake Village, California 91362 (collectively
with its affiliates, successors and assigns, "Homestore" ).
W I T N E S S E T H:
WHEREAS, Cendant is the parent of the franchisors (the "Franchisors"),
respectively, of
_____________
Homestore – R), ERA(R) and COLDWELL BANKER(R) real estate
brokerage franchise systems and the owner of NRT Incorporated (collectively, the
"Systems"); and
WHEREAS, Homestore maintains one or more web sites on the Internet that
provide to consumers, inter alia, access to real estate listings and other
information
_____________
Homestore, – real estate listings and other
information regarding real estate opportunities; and
WHEREAS, a dispute has arisen between Cendant, including certain
Cendant subsidiaries, and Homestore, including certain Homestore subsidiaries,
concerning the October 26, 2000 Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the parties; and
WHEREAS,
_____________
Homestore – and other
information regarding real estate opportunities; and
WHEREAS, a dispute has arisen between Cendant, including certain
Cendant subsidiaries, and Homestore, including certain Homestore subsidiaries,
concerning the October 26, 2000 Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the parties; and
WHEREAS, on August 5, 2003,
_____________
dt 175893
|
| Full Doc
| 2007 |
Operating Lease Agreement
Operating Lease Agreement (5K)
Doc #3007936: This document is immediately available for purchase, but does not have a preview available for viewing.
3007936
| | |
| Full Doc
| 2003 |
Option Agreement
Option Agreement (11K)
Doc #735690: This document is immediately available for purchase, but does not have a preview available for viewing.
735690
| | |
Preview
Full Doc
| 2001 |
Outsourcing Agreement
Outsourcing Agreement (198K)
Doc #736611: Click preview link for longer preview.
CONFORMED COPY
OUTSOURCING AGREEMENT
by and among
CENDANT CORPORATION,
CENDANT MEMBERSHIP SERVICES HOLDINGS SUBSIDIARY, INC.,
CENDANT MEMBERSHIP SERVICES, INC.
and
TRILEGIANT CORPORATION
Dated as of July 2, 2001
------------------------------------- . . .
736611
|
Goldman, Sachs
As referenced in this Outsourcing Agreement:
Goldman Sachs &
Co. – CMS Cash
Consideration and to pay any other amounts payable pursuant to this Agreement
and to effect the transactions contemplated hereby.
Section 1.29. BROKERS; FINDERS AND FEES. Except for Goldman Sachs &
Co. , whose fees will be paid by Parent, each of Parent, CMS and Incentives has
not employed any investment banker, broker or finder or incurred any liability
for any investment
_____________
dt 1489059
;
|
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – conditions of this Agreement, the closing of the transactions
contemplated by this Agreement (the "Closing") shall take place on the date of
execution of this Agreement at the offices of Skadden, Arps , Slate, Meagher &
Flom LLP, Four Times Square, New York, New York 10036, at 4:01 p.m. (local
time); PROVIDED, HOWEVER, if any of the conditions set forth in
_____________
Skadden, Arps – CMS or Incentives, to:
Cendant Corporation
9 West 57th Street
37th Floor
New York, New York 10019
Facsimile: (212) 413-1923
Attention: Eric J. Bock, Esq.
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attention: Eric J. Friedman, Esq.
(b) if to Newco, to:
Trilegiant Corporation
100
_____________
dt 1431123
|
Preview
Full Doc
| 2005 |
Participation Agreement
Participation Agreement (199K)
Doc #735282: Click preview link for longer preview.
PARTICIPATION AGREEMENT
(BRAC Trust No. 2005-[ ])
dated as of
May ___, 2005
among
BUDGET RENT A CAR SYSTEM, INC.,
as Lessee,
WILMINGTON TRUST COMPANY,
in its individual capacity only to the extent expressly stated herein and otherwise solely in its capacity as Owner Trustee under the Trust Agreement (BRAC Trust No. 2005-[ ]),
BRAC Trust No. 2005-[ ],
as Owner Trust,
CENDANT CORPORATION,
as Guarantor
and
[OWNER PARTICIPANT]
735282
|
Citibank
As referenced in this Participation Agreement:
Citibank, N.A. – 3 of the Lease and set forth in the applicable Lease Supplement in respect of any Vehicle.
Reference Rate shall mean such rate as announced from time to time by Citibank, N.A. , as its prime rate.
Regulations shall mean regulations promulgated by the United States Treasury Department under the Code.
Related Indemnitee shall mean, with respect to an Indemnified Person, (i)
_____________
dt 1478680
;
|
Thelen Reid
As referenced in this Participation Agreement:
Thelen, Reid – B-4-B
-
Form of Closing Date Opinion of Richards, Layton and Finger, P.A., Special Counsel for the Owner Trustee
EXHIBIT B-5
-
Form of Closing Date Opinion of Thelen, Reid & Priest, Special Counsel for the Owner Participant
EXHIBIT B-6
-
Form of Closing Date Opinion of Corporate Counsel for the Owner Participant
EXHIBIT B-7
-
Form of Closing
_____________
Thelen Reid – for the Owner Trustee, shall have delivered its legal opinion, addressed to the Owner Participant, the Lessee and the Guarantor, substantially in the form of Exhibit B-4-B; (f) Thelen Reid & Priest LLP, special counsel for the Owner Participant, shall have delivered its legal opinion addressed to the Owner Trust, the Lessee and the Guarantor, substantially in the form
_____________
Thelen Reid – legal opinion, addressed to the Owner Participant and the Owner Trust, in form and substance reasonably satisfactory to the Owner Participant; and (j) the Owner Participant shall have received from Thelen Reid & Priest LLP, special counsel for Owner Participant, a favorable opinion, in form and substance reasonably satisfactory to the Owner Participant and dated the Closing Date, with respect to
_____________
Thelen Reid – VIN Number
Unit Number
Box Length
Chassis PO Number
Purchase Price
Participation Agreement
SCHEDULE V
TRANSACTION COSTS
Wilmington Trust Company
Richards, Layton & Finger, P.A.
Marshall & Stevens, Inc.
Thelen Reid & Priest LLP
Participation Agreement
SCHEDULE VI
VARIATIONS
Participation Agreement
EXHIBIT A
to
Participation Agreement
FORM OF SECTION 3.1(a)(ii)
OFFICERS CERTIFICATE
The undersigned, ______________, the ______________
_____________
Thelen Reid – counsel to the Lessee and the Guarantor; and (C) the reasonable fees of BTM Financial Services, Inc., as the Lessees advisor;
(ii) the reasonable fees, expenses and disbursements of (A) Thelen Reid & Priest LLP, special counsel for the Owner Participant and any other special local counsel for the Owner Participant, (B) Richards, Layton & Finger, P.A., special counsel for
_____________
dt 1373680
|
Preview
Full Doc
| 2005 |
Partnership Agreement
Partnership Agreement (228K)
Doc #735250: Click preview link for longer preview.
WTH FUNDING LIMITED PARTNERSHIP
FOURTH AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
AVISCAR INC.
- and -
BUDGETCAR INC.
- and -
STARS TRUST
- and -
BAY STREET FUNDING TRUST
April 20, 2005
735250
|
Bank of Montreal
As referenced in this Partnership Agreement:
Bank of Montreal – Province of Ontario,
(hereinafter called the Bay Street Limited Partner, and collectively with the STARS Limited Partner, the Limited Partners).
WHEREAS the Avis General Partner and The Trust Company of Bank of Montreal (predecessor trustee of STARS Trust) entered into a limited partnership (the Partnership) under the name WTH Funding Limited Partnership pursuant to a Limited Partnership Agreement dated June 5, 1997,
_____________
Bank of Montreal – date that the Budget General Partner became a General Partner of the Partnership;
Bay Street Securitization Agent means Scotia Capital Inc.;
Best means A.M. Best Company, Inc.;
BMO means Bank of Montreal and its successors and assigns;
Bond Accumulation Amount means:
(a)
in respect of the Series 2003-1 Bonds, the Principal Amount for the Series 2003-1 Bonds divided by 4
_____________
Bank of Montreal, – and (ii) 10% of total Eligible Investments. For greater certainty, if otherwise qualified in accordance with the foregoing clauses of this definition, securities of a Limited Partner, a Securitization Agent, Bank of Montreal, The Bank of Nova Scotia and any Affiliate of the foregoing are Eligible Investments;
Eligible Manufacturer means any of Chrysler, Ford or GM or any additional Manufacturer approved in
_____________
dt 1443660
;
|
Nova Scotia
As referenced in this Partnership Agreement:
Bank of Nova Scotia – total Eligible Investments. For greater certainty, if otherwise qualified in accordance with the foregoing clauses of this definition, securities of a Limited Partner, a Securitization Agent, Bank of Montreal, The Bank of Nova Scotia and any Affiliate of the foregoing are Eligible Investments;
Eligible Manufacturer means any of Chrysler, Ford or GM or any additional Manufacturer approved in writing from time to time by
_____________
Bank of Nova Scotia – or otherwise modified from time to time and, in respect of the Bay Street Limited Partner, means the liquidity asset purchase agreement dated as of April 20, 2005 between The Bank of Nova Scotia and the other banks and other financial institutions party thereto from time to time, as liquidity purchasers, The Bank of Nova Scotia, as liquidity agent, and the Bay Street Limited
_____________
Bank of Nova Scotia, – dated as of April 20, 2005 between The Bank of Nova Scotia and the other banks and other financial institutions party thereto from time to time, as liquidity purchasers, The Bank of Nova Scotia, as liquidity agent, and the Bay Street Limited Partner, as amended, supplemented or otherwise modified from time to time;
Liquidity Event means, in respect of a Limited Partner, the
_____________
dt 1340234
|
Preview
Full Doc
| 2000 |
Plan of Merger
Plan of Merger (175K)
Doc #736891: Click preview link for longer preview.
AGREEMENT
AND
PLAN OF MERGER
by and among
CENDANT CORPORATION,
PHH CORPORATION,
AVIS ACQUISITION CORP.
and
AVIS GROUP HOLDINGS, INC.
dated as of November 11, 2000
------------------------------------
. . .
736891
|
Bear, Stearns
As referenced in this Plan of Merger:
Bear, Stearns & Co – advisor or other firm or Person to any
brokers' or finders' fee or any other commission or similar fee in connection
with any of the Transactions, except Morgan Stanley and Bear, Stearns & Co . Inc.
("Bear Stearns"), whose fees and expenses shall be paid by the Company in
accordance with the Company's agreement with such firm. True and correct copies
of engagement
_____________
dt 1361272
;
Citibank
As referenced in this Plan of Merger:
Citibank, N.A. – lawsuit or other legal action, relating to such dispute. Interest
shall be paid on the amount of any unpaid Fee or Parent Expenses at the publicly
announced prime rate of Citibank, N.A. from the date such Fee or Parent Expenses
was required to be paid.
ARTICLE VIII
GENERAL PROVISIONS
8.1 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations, warranties and
_____________
dt 1478681
;
|
Chase Securities
As referenced in this Plan of Merger:
Chase
Securities Inc – advisor or other firm or Person
to any brokers' or finders' fee or any other commission or similar fee in
connection with any of the Transactions, except Lehman Brothers and Chase
Securities Inc ., whose fees and expenses shall be paid by Parent in accordance
with Parent's agreement with each such firm.
ARTICLE V
COVENANTS
5.1 CONDUCT OF BUSINESS BY THE
_____________
dt 1522074
;
Morgan Stanley
As referenced in this Plan of Merger:
Morgan
Stanley & Co. – among other purposes, the purpose of
evaluating the Acquisition and making a recommendation to the Board with regard
to the Acquisition;
WHEREAS, the Independent Committee has received the opinion of Morgan
Stanley & Co. , Incorporated ("Morgan Stanley"), financial advisor to the
Independent Committee, that, as of the date hereof, the consideration to be
received
1
{PAGE}
by the holders of Shares pursuant to
_____________
dt 1471964
;
More... |
Preview
Full Doc
| 2000 |
Plan of Merger
Plan of Merger (173K)
Doc #736909: Click preview link for longer preview.
[CONFORMED COPY]
AGREEMENT
AND
PLAN OF MERGER
by and among
CENDANT CORPORATION,
PHH CORPORATION,
AVIS ACQUISITION CORP.
and
AVIS GROUP HOLDINGS, INC.
dated as of November 11, . . .
736909
|
Bear, Stearns
As referenced in this Plan of Merger:
Bear, Stearns & Co – advisor or other
firm or Person to any brokers' or finders' fee or any other commission or
similar fee in connection with any of the Transactions, except Morgan
Stanley and Bear, Stearns & Co . Inc. ("Bear Stearns"), whose fees and
expenses shall be paid by the Company in accordance with the Company's
agreement with such firm. True and correct copies of engagement
_____________
dt 1361273
;
Citibank
As referenced in this Plan of Merger:
Citibank, N.A. – lawsuit or other legal action, relating to such dispute. Interest shall be
paid on the amount of any unpaid Fee or Parent Expenses at the publicly
announced prime rate of Citibank, N.A. from the date such Fee or Parent
Expenses was required to be paid.
ARTICLE VIII
GENERAL PROVISIONS
8.1 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS. The representations, warranties and
_____________
dt 1478682
;
|
Chase Securities
As referenced in this Plan of Merger:
Chase Securities Inc – advisor or other firm or Person to any brokers' or finders' fee or any
other commission or similar fee in connection with any of the Transactions,
except Lehman Brothers and Chase Securities Inc ., whose fees and expenses
shall be paid by Parent in accordance with Parent's agreement with each
such firm.
ARTICLE V
COVENANTS
5.1 CONDUCT OF BUSINESS BY THE
_____________
dt 1522075
;
Morgan Stanley
As referenced in this Plan of Merger:
Morgan Stanley & Co. – among other
purposes, the purpose of evaluating the Acquisition and making a
recommendation to the Board with regard to the Acquisition;
WHEREAS, the Independent Committee has received the opinion
of Morgan Stanley & Co. , Incorporated ("Morgan Stanley"), financial advisor
to the Independent Committee, that, as of the date hereof, the
consideration to be received by the holders of Shares pursuant to the
Merger
_____________
dt 1471965
;
More... |
Preview
Full Doc
| 2007 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,783K)
Doc #2787742: Click preview link for longer preview.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor,
CAPMARK FINANCE INC.,
as Master Servicer,
MIDLAND LOAN SERVICES, INC.,
as Special Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee,
POOLING AND SERVICING AGREEMENT
Dated as of March 1, . . .
2787742
|
Anthracite
As referenced in this Pooling and Servicing Agreement:
Anthracite Capital, Inc – as it
may be amended, modified, supplemented or restated following the Closing Date.
"A.M. Best" shall mean A.M. Best Company or its successor in
interest.
"Anthracite" shall mean Anthracite Capital, Inc ., the
initial Controlling Class Representative.
"Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, the date specified in the related Mortgage Note, as of which
Post-
_____________
Anthracite Capital, Inc – Peachtree Road, N.E., Suite 1140,
Atlanta, Georgia 30326-1113, Attention: Robert A. Barnes, telecopy number (404)
239-0419 and (x) in the case of the initial Controlling Class Representative,
Anthracite Capital, Inc ., 345 Park Avenue, New York, New York 10154, Attention:
Dan Sefcik, telecopy number: (212) 754-8758; or as to each such Person such
other address and/or telecopy number
_____________
dt 1715165
;
|
CSFB Mortgage
As referenced in this Pooling and Servicing Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – {DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}cs7848626-ex4_1.txt
{DESCRIPTION}POOLING AND SERVICING AGREEMENT
{TEXT}
EXHIBIT 4.1
--------------------------------------------------------------------------------
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. ,
as Depositor,
CAPMARK FINANCE INC.,
as Master Servicer,
MIDLAND LOAN SERVICES, INC.,
as Special Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee,
POOLING AND SERVICING AGREEMENT
Dated as
_____________
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP. – 10-K Disclosure
EXHIBIT X Form 8-K Disclosure
EXHIBIT Y Additional Notification Disclosure
{PAGE}
This Pooling and Servicing Agreement is dated and effective
as of March 1, 2007, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP. , as Depositor, CAPMARK FINANCE INC., as Master
Servicer, MIDLAND LOAN SERVICES, INC., as Special Servicer, and WELLS
FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
Column Financial, Inc. (together
_____________
Credit Suisse First Boston Mortgage Securities Corp. – MIDLAND LOAN SERVICES, INC., as Special Servicer, and WELLS
FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as of March 1, 2007 (as such may from
time to time hereafter
_____________
Credit Suisse First Boston Mortgage
Securities Corp. – related B Loan Holder, which shall be entitled "[Capmark Finance
Inc.][or the name of any successor Master Servicer, as the Master Servicer, in
trust for the registered holders of Credit Suisse First Boston Mortgage
Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2007-C1,
and the B Loan Holders, as applicable, as their interests may appear, Collection
Account." Any such account or accounts shall be
_____________
Credit Suisse First Boston Mortgage Securities Corp. – administered, which office at the date of the
execution of this Agreement is located (i) for Certificate transfer purposes, at
Sixth & Marquette, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services - Credit Suisse First Boston Mortgage Securities Corp. , Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 and (ii) for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
Corporate Trust Services - Credit Suisse
_____________
dt 1707539
|
| Full Doc
| 2011 |
Proxy Voting Policies
Proxy Voting Policies (10K)
Doc #5177636: This document is immediately available for purchase, but does not have a preview available for viewing.
5177636
| | |
Preview
Full Doc
| 2005 |
Purchase Agreement
Purchase Agreement (242K)
Doc #735204: Click preview link for longer preview.
PURCHASE AGREEMENT
by and among
Cendant Corporation,
Affinity Acquisition, Inc.
and
Affinity Acquisition Holdings, Inc.
Dated as of July 26, 2005
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
2
ARTICLE II
PURCHASE AND SALE OF EQUITY
. . .
735204
| |
Deutsche Bank
As referenced in this Purchase Agreement:
Deutsche Bank Securities Inc – hereto as Exhibit B is a true and complete copy of the commitment letter from Credit Suisse, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc . (the Debt Financing Commitments), pursuant to which lenders party thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for
_____________
dt 1714029
|
Preview
Full Doc
| 2000 |
Purchase Agreement
Purchase Agreement (46K)
Doc #736795: Click preview link for longer preview.
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of November 16, 2000 (this
"Agreement"), by and among Cendant Corporation, a Delaware corporation
("Cendant"), Cendant Stock Corporation, a Delaware corporation and a wholly
owned subsidiary of Cendant ("Seller") and Liberty CNDT, Inc., a Delaware
corporation ("Liberty CNDT").
WHEREAS, Liberty CNDT desires to purchase from Seller, and
Seller desires to sell to Liberty CNDT, 2,346,515 shares (the "Shares") of
the common stock, par . . .
736795
| | |
Preview
Full Doc
| 2000 |
Purchase Agreement
Purchase Agreement (46K)
Doc #736836: Click preview link for longer preview.
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of November 16, 2000 (this "Agreement"),
by and between Cendant Corporation, a Delaware corporation ("Cendant"), and
Liberty CNDT, Inc., a Delaware corporation ("Liberty CNDT") and a wholly owned
subsidiary of Liberty Media Corporation.
WHEREAS, Liberty CNDT desires to purchase from Cendant, and Cendant
desires to sell to Liberty CNDT, 4,051,864 shares (the "Shares") of the common
stock, par value $.01 per share, of Cendant designated CD . . .
736836
| | |
Preview
Full Doc
| 2000 |
Purchase Agreement
Purchase Agreement (20K)
Doc #736838: Click preview link for longer preview.
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of November 16, 2000 (this "Agreement"),
by and among Cendant Corporation, a Delaware corporation ("Cendant"), Cendant
Stock Corporation, a Delaware corporation and a wholly owned subsidiary of
Cendant ("Seller") and Liberty CNDT, Inc., a Delaware corporation ("Liberty
CNDT").
WHEREAS, Liberty CNDT desires to purchase from Seller, and Seller
desires to sell to Liberty CNDT, 2,346,515 shares (the "Shares") of the common
stock, par value . . .
736838
| | |
Preview
Full Doc
| 2006 |
Purchase Agreement
Purchase Agreement (220K)
Doc #2253926: Click preview link for longer preview.
EXECUTION VERSION
PURCHASE AGREEMENT
by and among
Cendant Corporation,
Travelport Inc.
and
TDS Investor LLC
Dated as of June 30, 2006
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into and effective as of the 30th day of June, 2006, by and among Cendant Corporation, a Delaware corporation (�Seller�), Travelport Inc. (formerly, Cendant Travel Distribution Services Group, Inc.), a Delaware corporation and an indirect wholly-owned subsidiary of Seller (the �Company�), and TDS Investor LLC, a Delaware limited liability company ( . . .
2253926
|
Citibank
As referenced in this Purchase Agreement:
Citibank, N.A. – together with interest thereon from the Closing Date to the date of payment, at a floating rate equal to the U.S. dollar prime rate per annum, as quoted by Citibank, N.A. from time to time during such period. Such interest shall be calculated based on a year of 365 days and the number of days elapsed since the Closing Date.
(
_____________
Citibank, N.A. – together with interest thereon from the Closing Date to the date of payment, at a floating rate equal to the U.S. dollar prime rate per annum, as quoted by Citibank, N.A. from time to time during such period. Such interest shall be calculated based on a year of 365 days and the number of days elapsed since the Closing Date.
_____________
dt 1481439
;
Continental
As referenced in this Purchase Agreement:
Continental Airlines, Inc – and Affiliates thereof for, any Damages attributable to any liability or obligation under the Tax Agreement dated as of November 25, 2003, by and among Orbitz, Inc., American Airlines, Inc., Continental Airlines, Inc ., Omicron Reservations Management, Inc., Northwest Airlines, Inc., and UAL Loyalty Services, Inc. (the Orbitz Tax Agreement) that relates to a payment required to be made to any Airline (as
_____________
dt 1503056
;
|
Orbitz
As referenced in this Purchase Agreement:
Orbitz, Inc – shall indemnify Buyer, the Company, and Affiliates thereof for, any Damages attributable to any liability or obligation under the Tax Agreement dated as of November 25, 2003, by and among Orbitz, Inc ., American Airlines, Inc., Continental Airlines, Inc., Omicron Reservations Management, Inc., Northwest Airlines, Inc., and UAL Loyalty Services, Inc. (the Orbitz Tax Agreement) that relates to a payment required to
_____________
dt 1508573
;
Lehman Brothers
As referenced in this Purchase Agreement:
Lehman Brothers Inc – of the Buyer Disclosure Letter sets forth a true, accurate and complete copy of the executed commitment letter from Credit Suisse, Credit Suisse Securities (USA) LLC, Lehman Commercial Paper Inc., Lehman Brothers Inc ., UBS Loan Finance LLC and UBS Securities LLC (the Debt Commitment Letter), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have committed
_____________
dt 1514596
;
More... |
Preview
Full Doc
| 2003 |
Registration Rights Agreement
Registration Rights Agreement (49K)
Doc #735692: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder") and wholly owned subsidiary of Cendant.
WHEREAS, the Company, Cendant and the Shelf Stockholders (as defined
in the Original Registration . . .
735692
|
Homestore
As referenced in this Registration Rights Agreement:
Homestore, Inc – 99
{SEQUENCE}4
{FILENAME}s427826.txt
{DESCRIPTION}EXHIBIT 2
{TEXT}
EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc . (formerly known as Homestore.com,
Inc.), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder") and wholly
_____________
Homestore, Inc – Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: David Fox, Esq.
Gregory A. Fernicola, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
if to the Company:
Homestore, Inc .
30700 Russell Ranch Road
Westlake Village, California 91362
Attention: Michael R. Douglas, Esq.
Telephone: (805)557-2300
Facsimile: (805) 557-2680
with a copy to:
Alston & Bird LLP
101
_____________
HOMESTORE, INC – the date of this
Agreement.
[The remainder of this page intentionally left blank]
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
HOMESTORE, INC .
By: /s/ Michael R. Douglas
------------------------------
Name: Michael R. Douglas
Title: EVP and General Counsel
CENDANT CORPORATION
By: /s/ C. Patteson Cardwell IV
----------------------------------
Name: C. Patteson Cardwell IV
Title: Senior
_____________
dt 1330866
;
Homestore.com
As referenced in this Registration Rights Agreement:
Homestore.com,
Inc – txt
{DESCRIPTION}EXHIBIT 2
{TEXT}
EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
August 5, 2003, by and among Homestore, Inc. (formerly known as Homestore.com,
Inc .), a Delaware corporation (the "Company"), Cendant Corporation, a Delaware
corporation ("Cendant"), and Cendant Membership Services Holdings, Inc., a
Delaware corporation ("Stockholder") and wholly owned subsidiary of Cendant.
WHEREAS, the
_____________
dt 1521754
;
|
Move.com
As referenced in this Registration Rights Agreement:
Move.com, Inc – 1 of this Agreement.
"Reorganization Agreement" means the Agreement and Plan of
Reorganization, dated as of October 26, 2000, by and among the Company, Metal
Acquisition Corp., WW Acquisition Corp., Move.com, Inc ., Welcome Wagon
International Inc., Stockholder and Cendant Corporation.
"Rule 144" means Rule 144 promulgated under the 1933 Act, or any
successor rule thereto.
"SEC" means the Securities and Exchange
_____________
dt 1419446
;
Alston & Bird
As referenced in this Registration Rights Agreement:
Alston & Bird – to the Company:
Homestore, Inc.
30700 Russell Ranch Road
Westlake Village, California 91362
Attention: Michael R. Douglas, Esq.
Telephone: (805)557-2300
Facsimile: (805) 557-2680
with a copy to:
Alston & Bird LLP
101 South Tryon Street
Suite 4000
Charlotte, North Carolina 28280-4000
Attention: H. Bryan Ives III, Esq.
Telephone: (704) 444-1000
Facsimile: (704) 444-1111
11.2 Interpretation. The
_____________
dt 1503109
;
Skadden
As referenced in this Registration Rights Agreement:
Skadden, Arps – or Cendant:
Cendant Corporation
9 West 57th Street
New York, New York 10019
Attention: Eric J. Bock, Esq.
Telephone: (212) 413-1800
Facsimile: (212) 413-1922
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: David Fox, Esq.
Gregory A. Fernicola, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
if to
_____________
dt 1431116
|
Preview
Full Doc
| 2002 |
Registration Rights Agreement
Registration Rights Agreement (39K)
Doc #736125: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the �Agreement�), dated as of April 30, 2002, is made by and among Cendant Corporation, a Delaware corporation (�Parent�) and certain shareholders (each a �Seller�) of Trendwest Resorts, Inc., an Oregon corporation (the �Company�), listed on Schedule 1 hereto.
RECITALS
WHEREAS, Parent, Tornado Acquisition Corporation, an Oregon corporation (�Purchaser�), JELD-WEN, inc., an Oregon corporation (�Majority Shareholder�) and the other Sellers beneficially owning approximately ninety percent (90%) of the . . .
736125
| |
Skadden
As referenced in this Registration Rights Agreement:
Skadden, Arps – If to Purchaser or to Parent, to:
Cendant Corporation
9 West 57th Street, 37th Floor
New York, NY 10019
Attention: General Counsel
Fax: 212-413-1923
with a copy to:
Skadden, Arps , Slate, Meagher & Flom
Four Times Square
New York, NY 10036
Attention: David Fox, Esq.
Fax: 212-735-2000;
(b) If to Seller, to the address set forth for
_____________
dt 1431117
|
Preview
Full Doc
| 2002 |
Registration Rights Agreement
Registration Rights Agreement (36K)
Doc #736177: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of April 17, 2002, by and
among AP RES LLC, a Delaware limited liability company (the "Sponsor"), and
Cendant Corporation ("Cendant").
1. Introduction. Cendant, Cendant Real Estate Holdings Inc.
("Purchaser"), Apollo Investment Fund III, L.P., Apollo Overseas Partners
III, L.P. and Apollo (UK) Partners III, L.P. and the Sponsor have entered
into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant
to which Purchaser . . .
736177
| | |
Preview
Full Doc
| 2007 |
Registration Rights Agreement
Registration Rights Agreement (77K)
Doc #2837498: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated April 19, 2006 (the "Agreement") is
entered into by and among Avis Budget Car Rental, LLC, a Delaware limited
liability company and Avis Budget Finance, Inc., a Delaware corporation
(together, the "Company"), the guarantors listed in Schedule 1 hereto (the
"Guarantors"), J.P. Morgan Securities Inc. ("JPMorgan"), and the other initial
purchasers listed on Schedule 2 hereto (collectively, with JPMorgan, the
"Initial Purchasers").
The . . .
2837498
|
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – Budget Rent A Car System, Inc.
Budget Truck Rental LLC
Cendant Car Rental Operations Support, Inc. PF Claims Management, Ltd.
Wizard Co., Inc.
{PAGE}
Schedule 2
Deutsche Bank Securities Inc.
Banc of America Securities LLC
Citigroup Global Markets Inc.
Wachovia Capital Markets, LLC
Barclays Capital Inc.
Calyon Securities (USA), Inc.
Credit Suisse Securities (USA) LLC
Daiwa Securities America Inc.
Goldman, Sachs & Co.
Mitsubishi UFJ
_____________
dt 1706559
;
Nova Scotia
As referenced in this Registration Rights Agreement:
Bank of Nova Scotia
– meaning set forth in Section 5(c)
hereof.
"Indenture" shall mean the Indenture relating to the Securities dated as of
April 19, 2006 among the Company, the Guarantors and The Bank of Nova Scotia
Trust Company, as trustee, and as the same may be amended from time to time in
accordance with the terms thereof.
"Initial Purchasers" shall have the meaning set forth
_____________
dt 1700676
;
|
Citigroup Global
As referenced in this Registration Rights Agreement:
Citigroup Global Markets Inc – Inc.
Budget Truck Rental LLC
Cendant Car Rental Operations Support, Inc. PF Claims Management, Ltd.
Wizard Co., Inc.
{PAGE}
Schedule 2
Deutsche Bank Securities Inc.
Banc of America Securities LLC
Citigroup Global Markets Inc .
Wachovia Capital Markets, LLC
Barclays Capital Inc.
Calyon Securities (USA), Inc.
Credit Suisse Securities (USA) LLC
Daiwa Securities America Inc.
Goldman, Sachs & Co.
Mitsubishi UFJ Securities International plc
Greenwich
_____________
dt 1711402
;
Deutsche Bank
As referenced in this Registration Rights Agreement:
Deutsche Bank Securities Inc – LLC
BGI Leasing, Inc.
Budget Rent A Car System, Inc.
Budget Truck Rental LLC
Cendant Car Rental Operations Support, Inc. PF Claims Management, Ltd.
Wizard Co., Inc.
{PAGE}
Schedule 2
Deutsche Bank Securities Inc .
Banc of America Securities LLC
Citigroup Global Markets Inc.
Wachovia Capital Markets, LLC
Barclays Capital Inc.
Calyon Securities (USA), Inc.
Credit Suisse Securities (USA) LLC
Daiwa Securities America Inc.
_____________
dt 1714893
|
Preview
Full Doc
| 2001 |
Remarketing Agreement
Remarketing Agreement (72K)
Doc #736445: Click preview link for longer preview.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of July 27, 2001 (the "Agreement") by
and between Cendant Corporation, a Delaware corporation (the "Company"), Bank
One Trust Company, National Association, not individually but solely as Forward
Purchase Contract Agent (the "Forward Purchase Contract Agent") and as
attorney-in-fact of the holders of Forward Purchase Contracts (as defined in the
Forward Purchase Contract Agreement (as defined herein)), and Salomon Smith
Barney, Inc. (the "Remarketing . . .
736445
|
Nova Scotia
As referenced in this Remarketing Agreement:
Bank of Nova Scotia – Manhattan
Bank, as Collateral Agent, and Bank One Trust Company, National Association
Indenturedated as of February 24, 1998 (the "Base Indenture") by and between
Cendant Corporation, a Delaware corporation, and Bank of Nova Scotia Trust
Company of New York, as Trustee
Fourth Supplemental Indenture, dated as of July 27, 2001 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture") by and
Cendant
_____________
Bank of Nova Scotia – as Trustee
Fourth Supplemental Indenture, dated as of July 27, 2001 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture") by and
Cendant Corporation, a Delaware corporation, and Bank of Nova Scotia Trust
Company of New York, as Trustee
[Minimum Initial Remarketing Price]
[Aggregate Principal Amount of Securities: $ ____________]
Underwriting Agreement, dated July 20, 2001 (the "Underwriting Agreement")
between Cendant Corporation and
_____________
dt 1340237
;
Chase Manhattan
As referenced in this Remarketing Agreement:
Chase Manhattan Bank, – forming a part of the Upper DECS will be
pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of
July 27, 2001, by and among the Company, the Chase Manhattan Bank, a New York
banking corporation, as collateral agent (the "Collateral Agent"), and the
Forward Purchase Contract Agent, to secure an Upper DECS holder's obligations
under the related Forward
_____________
Chase Manhattan
Bank, – a
Delaware corporation, and Bank One Trust Company, National Association
Pledge Agreement dated as of July 27, 2001 (the "Pledge Agreement") by and
between Cendant Corporation, a Delaware corporation, The Chase Manhattan
Bank, as Collateral Agent, and Bank One Trust Company, National Association
Indenturedated as of February 24, 1998 (the "Base Indenture") by and between
Cendant Corporation, a Delaware corporation, and Bank
_____________
dt 1425929
;
|
Salomon
As referenced in this Remarketing Agreement:
Salomon Smith
Barney, Inc – Agent (the "Forward Purchase Contract Agent") and as
attorney-in-fact of the holders of Forward Purchase Contracts (as defined in the
Forward Purchase Contract Agreement (as defined herein)), and Salomon Smith
Barney, Inc . (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $750,000,000 (or up to $862,000,000 if
the underwriter's over-allotment option is exercised in full)
_____________
Salomon Smith Barney Inc – in the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law; and
WHEREAS, the Company has requested Salomon Smith Barney Inc . ("Salomon
Smith Barney") to act as the Reset Agent and as the Remarketing Agent, and as
such to perform the services described herein; and
WHEREAS, Salomon Smith Barney is
_____________
Salomon Smith Barney Inc – such loss,
claim, damage or liability of the Remarketing Agent occurs under the
circumstance where it shall be that (w) the Company had previously furnished
copies of the Prospectus to Salomon Smith Barney Inc . (x) delivery of the
Prospectus was required to be made to such person, (y) the untrue statement or
alleged untrue statement of a material fact or omission or alleged
_____________
Salomon Smith Barney Inc – the Company, to Cendant Corporation, 9 West 57th Street, New
York, NY 10019, Attention: Eric J. Bock, Esq.; Vice President - Legal; if to the
Remarketing Agent or Reset Agent, to Salomon Smith Barney Inc . at 388 Greenwich
Street, New York, New York 10013, Attention: Caesar Sweitzer, Managing Director,
with a copy to Shearman & Sterling, 599 Lexington Avenue, New York, New York
10022, Attention:
_____________
SALOMON SMITH BARNEY INC – executed in its
name and on its behalf by one of its duly authorized signatories as of the date
first above written.
CENDANT CORPORATION
By:
----------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
SALOMON SMITH BARNEY INC .
By:
----------------------------
Authorized Signatory
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
not individually but solely as Forward Purchase Contract
Agent and as attorney-in-fact for the holders of
the Forward
_____________
dt 1348905
;
Shearman
As referenced in this Remarketing Agreement:
Shearman & Sterling, – to the
Remarketing Agent or Reset Agent, to Salomon Smith Barney Inc. at 388 Greenwich
Street, New York, New York 10013, Attention: Caesar Sweitzer, Managing Director,
with a copy to Shearman & Sterling, 599 Lexington Avenue, New York, New York
10022, Attention: Robert Evans III; and if to the Forward Purchase Contract
Agent, to Bank One Trust Company, National Association, 153 West
_____________
Shearman & Sterling, – to the Remarketing
Agent or Reset Agent, to Salomon Smith Barney Inc. at 388 Greenwich Street, New
York, New York 10013, Attention: Caesar Sweitzer, Managing Director, with a copy
to Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022,
Attention: Robert Evans III; and if to the Forward Purchase Contract Agent, to
Bank One Trust Company, National Association, 153 West
_____________
dt 1331722
|
| Full Doc
| 2005 | | | |
Preview
Full Doc
| 2006 |
Rights Agreement
Rights Agreement (175K)
Doc #2262551: Click preview link for longer preview.
CENDANT CORPORATION
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agreement
Dated as of July 13, 2006
TABLE OF CONTENTS
Page
Section 1.
Certain Definitions
1
Section 2.
Appointment of Rights Agent
6
Section 3.
Issuance of Rights Certificates
6
Section 4.
Form of Rights Certificates
8
Section 5.
Countersignature . . .
2262551
| |
Skadden
As referenced in this Rights Agreement:
Skadden, Arps – is filed in writing by the Rights Agent with the Company) as follows:
Cendant Corporation
9 West 57th Street
New York, NY 10019
Attention: General Counsel
With a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: Daniel Wolf, Esq.
Subject to the provisions of Section 21, any notice or demand authorized by
_____________
dt 1432765
|
| Full Doc
| 2004 | | | |
Preview
Full Doc
| 2006 |
Separation and Distribution Agreement
Separation and Distribution Agreement (444K)
Doc #2278371: Click preview link for longer preview.
SEPARATION AND DISTRIBUTION AGREEMENT
by and among
CENDANT CORPORATION,
REALOGY CORPORATION,
TRAVELPORT INC.
and
WYNDHAM WORLDWIDE CORPORATION
Dated as of July 27, 2006
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1.
General
. . .
2278371
|
JPMorgan Chase
As referenced in this Separation and Distribution Agreement:
JPMorgan Chase Bank – 122) Pre-Wyndham Cendant Option Price shall have the meaning set forth in Section 6.1(b)(ii).
(123) Prime Rate shall mean the rate per annum publicly announced by JPMorgan Chase Bank (or successor thereto) from time to time as its prime rate in effect at its principal office in New York City. For purposes of this Agreement, any change in
_____________
dt 1409882
;
|
Skadden
As referenced in this Separation and Distribution Agreement:
Skadden, Arps – approved for listing on the NYSE, subject to official notice of distribution;
(c) Prior to the Realogy Distribution and the Wyndham Distribution, respectively, Cendant shall have obtained an opinion from Skadden, Arps , Slate, Meagher & Flom LLP, its tax counsel, in form and substance satisfactory to Cendant (in its sole discretion), substantially to the effect that, among other things, such Distribution,
_____________
Skadden, Arps – should qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;
65
(d) Prior to the Travelport Distribution, Cendant shall have obtained an opinion from Skadden, Arps , Slate, Meagher & Flom LLP, its tax counsel, in form and substance satisfactory to Cendant (in its sole discretion), substantially to the effect that, among other things, the Travelport
_____________
dt 1432805
|
| Full Doc
| 2007 | |