Acquisition Cooperation Agreement [Amendment] - NRT Inc., Cendant Corp., Apollo Investment Fund III LP, Apollo Overseas Partners III LP, Apollo (UK) Partners III LP and Apollo Management LP
AMENDMENT OF ACQUISITION COOPERATION AGREEMENT
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AMENDMENT, dated as of March 24, 1999 (the "Amendment"), to the Acquisition
Cooperation Agreement, dated as of February 9, 1999 (as amended, the
"Acquisition Cooperation Agreement"), by and among NRT Incorporated (the
"Company"), Cendant Corporation, Apollo Investment Fund III, L.P., Apollo
Overseas Partners III, L.P., Apollo (UK) Partners III, L.P. and Apollo
Management, L.P.
WHEREAS, the parties hereto desire to amend the Acquisition Cooperation
Agreement in the manner set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, and intending to
be legally bound hereby, the parties hereto hereby agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
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herein, each term used herein shall have the meaning assigned to such term in
the Acquisition Cooperation Agreement.
SECTION 2. Amendment of Acquisition Cooperation Agreement. The second
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sentence of Section 3.10 of the Acquisition Cooperation Agreement is hereby
amended to read in its entirety as follows;
Following the initial public offering of the Company, any provision of this
Agreement may be amended if, but only if, such amendment is (i) in writing
and signed by each of Cendant, the Company and, with respect to Section 3.9
only, Apollo and (ii) approved by a majority of the members of the Board
of Directors of the Company who are not Cendant Designees (as such term is
defined in the Stockholders Agreement, dated as of August 11, 1997, as
amended, by and among the Company, Cendant Corporation, Cendant Operations,
Inc., Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P.
and Apollo (UK) Partners III, L.P. and Apollo Management, L.P.).
SECTION 3. No Further Amendment. Except as otherwise provided herein, the
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Acquisition Cooperation Agreement shall remain unchanged and in full force and
effect.
SECTION 4. Effect of Amendment. From and after the execution of this
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Amendment by the parties hereto, any reference to the Acquisition Cooperation
Agreement shall be deemed a reference to the Acquisition Cooperation Agreement
as amended hereby.
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SECTION 5. Government Law. This amendment shall be governed by,
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enforced under and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflict of laws thereof.
SECTION 6. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 7. Captions. The captions of the various sections of this
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Amendment have been inserted only for convenience of reference and shall not be
deemed to modify, explain, enlarge or restrict any provision of this Amendment
or the Acquisition Cooperation Agreement or affect the construction thereof.
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IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment to be executed as of the date first above written.
NRT INCORPORATED
By:
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Name:
Title:
CENDANT CORPORATION
By:
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Name:
Title:
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P., its General Partner
By: Apollo Capital Management II, Inc., its
General Partner
By:
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Name:
Title:
APOLLO OVERSEAS PARTNERS III, L.P.
By: Apollo Advisors II, L.P., its General Partner
By: Apollo Capital Management II, Inc., its
General Partner
By:
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Name:
Title:
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APOLLO (UK) PARTNERS III, L.P.
By: Apollo Advisors II, L.P., its General Partner
By: Apollo Capital Management II, Inc., its
General Partner
By:
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Name:
Title:
APOLLO MANAGEMENT, L.P.
By:
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Name:
Title:
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