Exhibit 4.10
FORM OF FIRST SUPPLEMENTAL INDENTURE
Dated as of ,
between
CENDANT CORPORATION,
AS ISSUER
and
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
AS TRUSTEE
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS...........................................................1
SECTION 1.1. Definition of Terms......................................1
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES.............................3
SECTION 2.1. Designation and Principal Amount.........................3
SECTION 2.2. Maturity.................................................3
SECTION 2.3. Form and Payment.........................................3
SECTION 2.4. Global Debenture.........................................4
SECTION 2.5. Interest.................................................5
ARTICLE III
REDEMPTION OF THE DEBENTURES..............................................5
SECTION 3.1. Tax Event Redemption....................................6
SECTION 3.2. Redemption Procedure for Debentures.....................6
SECTION 3.3. No Sinking Fund.........................................6
SECTION 3.4. Option to Put Debentures................................6
SECTION 3.5. Repurchase Procedure for Debentures.....................6
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD.......................................7
SECTION 4.1. Extension of Interest Payment Period.....................7
SECTION 4.2. Notice of Extension......................................8
SECTION 4.3. Limitation of Transactions...............................8
ARTICLE V
EXPENSES.............................................................8
SECTION 5.1. Payment of Expenses......................................8
SECTION 5.2. Payment Upon Resignation or Removal......................9
ARTICLE VI
NOTICE.....................................................................9
SECTION 6.1. Notice by the Company....................................9
ARTICLE VII
FORM OF DEBENTURE.....................................................10
SECTION 7.1. Form of Debenture.......................................10
ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES.............................................18
SECTION 8.1. Original Issue of Debentures............................18
ARTICLE IX
MISCELLANEOUS........................................................18
SECTION 9.1. Ratification of Indenture...............................18
SECTION 9.2. Trustee Not Responsible for Recitals....................18
SECTION 9.3. Governing Law...........................................18
SECTION 9.4. Separability............................................18
SECTION 9.5. Counterparts............................................18
SECTION 9.6. Preferred Securities Guarantee and Declaration..........18
FORM OF FIRST SUPPLEMENTAL INDENTURE, dated as of (the
"First Supplemental Indenture"), between CENDANT CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware, (the
"Company"), and The Bank of Nova Scotia Trust Company of New York, as
trustee (the "Trustee").
WHEREAS, the Company executed and delivered the indenture dated as
of
(the "Base Indenture"), to the Trustee to provide for the
future issuance of the Company's Senior unsecured debentures, notes or
other evidence of indebtedness (the "Securities"), to be issued from time
to time in one or more series as might be determined by the Company under
the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities
to be known as its ___% Debentures due , 2003 (the
"Debentures"), the form and substance of such Debentures and the terms,
provisions and conditions thereof to be set forth as provided in the Base
Indenture and this First Supplemental Indenture (together, the
"Indenture");
WHEREAS, Cendant Capital, a Delaware statutory business trust (the
"Trust"), has offered to the public its ___% Trust Originated Preferred
Securities (the "Preferred Securities"), representing preferred, undivided
beneficial interests in the assets of the Trust, and proposes to invest the
proceeds from such offering, together with the proceeds of the issuance and
sale by the Trust to the Company of its ___% Trust Originated Common
Securities (the "Common Securities" and together with the Preferred
Securities, the "Trust Securities"), in the Debentures; and
WHEREAS, the Company has requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance
with its terms, and to make the Debentures, when executed by the Company
and authenticated and delivered by the Trustee, the valid obligations of
the Company and all acts and things necessary have been done and performed
to make this First Supplemental Indenture enforceable in accordance with
its terms, and the execution and delivery of this First Supplemental
Indenture has been duly authorized in all respects:
NOW THEREFORE, in consideration of the purchase and acceptance of
the Debentures by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the
Debentures and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used
in this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not
affect interpretation;
(e) the following terms have the meanings given to them in the
Declaration: (i) Authorized Newspaper; (ii) Business Day; (iii) Clearing
Agency; (iv) Delaware Trustee; (v) DTC; (vi) FELINE PRIDES; (vii) Growth
PRIDES; (viii) Income PRIDES; (xix) Institutional Trustee; (x) Investment
Company Event; (xi) Preferred Security Certificate; (xii) Pricing
Agreement; (xiii) Purchase Agreement; (xiv) Regular Trustees; (xv) Reset
Agent; (xvi) Reset Announcement Date; (xvii) Reset Spread; (xviii) Two-Year
Benchmark Treasury; and (xix) Treasury Securities.
(f) the following terms have the meanings given to them in this
Section 1.11(f):
"Applicable Principal Amount" means either (i) if the Tax Event
Redemption Date occurs prior to February 16, 2001, the aggregate principal
amount of the Debentures corresponding to the aggregate stated liquidation
amount of the Preferred Securities which are components of Income PRIDES on
the Tax Event Redemption Date or (ii) if the Tax Event Redemption occurs on
or after February 16, 2001, the aggregate principal amount of the
Debentures corresponding to the aggregate stated liquidation amount of the
Preferred Securities outstanding on such Tax Event Redemption Date.
"Compounded Interest" shall have the meaning set forth in Section
4.1.
"Coupon Rate" shall have the meaning set forth in Section 2.5.
"Debentures Redemption Price" shall have the meaning set forth in
Section 3.4.
"Declaration" means the Amended and Restated Declaration of Trust
of Cendant Capital II, a Delaware statutory business trust, dated as of
, .
"Deferred Interest" shall have the meaning set forth in Section
4.1 hereof.
"Dissolution Event" means that, as a result of the occurrence and
continuation of a Tax Event, an Investment Company Event or otherwise, the
Trust is to be dissolved in accordance with the Declaration, and, except in
the case of a Tax Event Redemption, the Debentures held by the
Institutional Trustee are to be distributed to the holders of the Trust
Securities issued by the Trust pro rata in accordance with the Declaration.
"Extended Interest Payment Period" shall have the meaning set
forth in Section 4.1.
"Failed Remarketing" shall have the meaning set forth in Section
5.4(b) of the Purchase Contract Agreement.
"Global Debentures" shall have the meaning set forth in Section
2.4.
"Non Book-Entry Preferred Securities" shall have the meaning set
forth in Section 2.4 .
"Purchase Contract" shall have the meaning set forth in the
Purchase Contract Agreement, dated as of , , between the
Company and The First National Bank of Chicago, as purchase contract agent.
"Purchase Contract Settlement Date" means , 2001.
"Put Option" shall have the meaning set forth in Section 3.4.
"Quotation Agent" means (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Securities,
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, and (ii) any other
Primary Treasury Dealer selected by the Company.
"Redemption Amount" means for each Debenture, the product of (i)
the principal amount of such Debenture and (ii) a fraction whose numerator
is the Treasury Portfolio Purchase Price and whose denominator is the
Applicable Principal Amount of the Treasury Portfolio.
"Tax Event" means the receipt by the Trust of an opinion of a
nationally recognized independent tax counsel experienced in such matters
to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
or taxing authority thereof or therein affecting taxation, (b) any
amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or
regulatory authority or (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that
differs from the generally accepted position on the date the Trust
Securities are issued, which amendment or change is effective or which
interpretation or pronouncement is announced on or after the date of
issuance of the Trust Securities under the Declaration, there is more than
an insubstantial risk that (i) interest payable by the Company on the
Debentures would not be deductible, in whole or in part, by the Company for
federal income tax purposes or (ii) the Trust would be subject to more than
a de minimis amount of other taxes, duties or other governmental charges.
"Tax Event Redemption Date" shall have the meaning set forth in
Section 3.1 hereof.
"Treasury Portfolio" means with respect to the Applicable
Principal Amount of Debentures (a) if the Tax Event Redemption Date occurs
prior to February 16, 2001, a portfolio of zero-coupon U.S. Treasury
Securities consisting of (i) principal or interest strips of U.S. Treasury
Securities which mature on or prior to February 15, 2001 in an aggregate
amount equal to the Applicable Principal Amount and (ii) with respect to
each scheduled interest payment date on the Debentures that occurs after
the Tax Event Redemption Date principal or interest strips of U.S. Treasury
Securities which mature on or prior to such date in an aggregate amount
equal to the aggregate interest payment that would be due on the Applicable
Principal Amount of the Debentures on such date, and (b) if the Tax Event
Redemption Date occurs after February 16, 2001, a portfolio of zero-coupon
U.S. Treasury Securities consisting of (i) principal or interest strips of
U.S. Treasury Securities which mature on or prior to February 15, 2003 in
an aggregate amount equal to the Applicable Principal Amount and (ii) with
respect to each scheduled interest payment date on the Debentures that
occurs after the Tax Event Redemption Date interest or principal strips of
such U.S. Treasury Securities which mature on or prior to such date in an
aggregate amount equal to the aggregate interest payment that would be due
on the Applicable Principal Amount of the Debentures on such date.
"Treasury Portfolio Purchase Price" means the lowest aggregate
price quoted by a primary U.S. government securities dealer in New York
City (a "Primary Treasury Dealer") to the Quotation Agent on the third
Business Day immediately preceding the Tax Event Redemption Date for the
purchase of the Treasury Portfolio for settlement on the Tax Event
Redemption Date.
(g) the following terms shall have the meanings given to them in
the Purchase Contract: Collateral Agent.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
SECTION 2.1. Designation and Principal Amount.
There is hereby authorized a series of Securities designated the
___% Debentures (the "Debentures") due , 2003, limited in
aggregate principal amount to $ , which amount shall be as set forth
in any written order of the Company for the authentication and delivery of
Debentures pursuant to Section of the Base Indenture.
SECTION 2.2. Maturity. The Maturity Date will be .
SECTION 2.3. Form and Payment.
Except as provided in Section 2.4, the Debentures shall be issued
in fully registered certificated form without interest coupons bearing
identical terms. Principal and interest on the Debentures issued in
certificated form will be payable, the transfer of such Debentures will be
registrable and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Institutional
Trustee; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the Holder at such address as
shall appear in the Security Register. Notwithstanding the foregoing, so
long as the Holder of any Debentures is the Institutional Trustee, the
payment of the principal of and interest (including Compounded Interest and
expenses and taxes of the Trust set forth in Section 4.1 hereof, if any) on
such Debentures held by the Institutional Trustee will be made at such
place and to such account as may be designated by the Institutional
Trustee.
SECTION 2.4. Global Debenture.
(a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented
to the Trustee by the Institutional Trustee in exchange for a global
Debenture in an aggregate principal amount equal to the aggregate principal
amount of all outstanding Debentures (a "Global Debenture"), to be
registered in the name of the Clearing Agency, or its nominee, and
delivered by the Institutional Trustee to the Clearing Agency for crediting
to the accounts of its participants pursuant to the instructions of the
Regular Trustees. The Company upon any such presentation shall execute a
Global Debenture in such aggregate principal amount and deliver the same to
the Trustee for authentication and delivery in accordance with the
Indenture. Payments on the Debentures issued as a Global Debenture will be
made to the Clearing Agency; and
(ii) if any Preferred Securities are held in non book-
entry certificated form, the Debentures in certificated form may be
presented to the Trustee by the Institutional Trustee and any Preferred
Security Certificate which represents Preferred Securities other than
Preferred Securities held by the Clearing Agency or its nominee ("Non Book-
Entry Preferred Securities") will be deemed to represent beneficial
interests in the Debentures presented to the Trustee by the Institutional
Trustee having an aggregate principal amount equal to the aggregate
liquidation amount of the Non Book-Entry Preferred Securities until such
Preferred Security Certificates are presented to the Security Registrar for
transfer or reissuance at which time such Preferred Security Certificates
will be cancelled and a Debenture, registered in the name of the holder of
the Preferred Security Certificate or the transferee of the holder of such
Preferred Security Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Security Certificate cancelled, will be executed by the Company and
delivered to the Trustee for authentication and delivery in accordance with
the Indenture to such holder. On issue of such Debentures, Debentures with
an equivalent aggregate principal amount that were presented by the
Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in
registered form, a Global Debenture may be transferred, in whole but not in
part, only to another nominee of the Clearing Agency, or to a successor
Clearing Agency selected or approved by the Company or to a nominee of such
successor Clearing Agency.
(c) If at any time the Clearing Agency notifies the Company that
it is unwilling or unable to continue as a Clearing Agency or if at any
time the Clearing Agency for such series shall no longer be registered or
in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, and a successor Clearing Agency for
such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the
case may be, the Company will execute, and, subject to Article III of the
Indenture, the Trustee, upon written notice from the Company, will
authenticate and deliver the Debentures in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture in exchange
for such Global Debenture. In addition, the Company may at any time
determine that the Debentures shall no longer be represented by Global
Debenture. In such event the Company will execute, and subject to Section
3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's
Certificate evidencing such determination by the Company, will authenticate
and deliver the Debentures in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to
the principal amount of the Global Debenture in exchange for such Global
Debenture. Upon the exchange of the Global Debenture for such Debentures in
definitive registered form without coupons, in authorized denominations,
the Global Debenture shall be cancelled by the Trustee. Such Debentures in
definitive registered form issued in exchange for the Global Debenture
shall be registered in such names and in such authorized denominations as
the Clearing Agency, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Clearing Agency for delivery to the Persons
in whose names such Securities are so registered.
SECTION 2.5. Interest.
(a) Each Debenture will bear interest initially at the rate of
___% per annum (the "Coupon Rate") from the original date of issuance until
February 15, 2001, and at the Reset Rate thereafter until the principal
thereof becomes due and payable, and on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law)
on any overdue installment of interest at the rate of ___% until February
15, 2001 and at the Reset Rate thereafter, compounded quarterly, payable
(subject to the provisions of Article IV herein) quarterly in arrears on
February 16, May 16, August 16 and November 16 of each year (each, an
"Interest Payment Date") commencing on , to the Person in whose
name such Debenture or any predecessor Debenture is registered, at the
close of business on the Regular Record Date for such interest installment,
which, in respect of (i) Debentures of which the Institutional Trustee is
the Holder and the Preferred Securities are in book-entry only form or (ii)
a Global Debenture, shall be the close of business on the Business Day next
preceding that Interest Payment Date. Notwithstanding the foregoing
sentence, if (i) the Debentures are held by the Institutional Trustee and
the Preferred Securities are no longer in book-entry only form or (ii) the
Debentures are not represented by a Global Debenture, the Company may
select a Regular Record Date for such interest installment which shall be
more than one Business Day but less than 60 Business Days prior to an
Interest Payment Date.
(b) The Coupon Rate on the Debentures will be reset on the third
Business Day immediately preceding the Purchase Contract Settlement Date to
the Reset Rate (which Reset Rate will become effective on and after the
Purchase Contract Settlement Date). On the tenth (10) Business Day
immediately preceding the Purchase Contract Settlement Date, the Reset
Announcement Date, the Reset Spread and the relevant Two-Year Benchmark
Treasury will be announced by the Company. On the Business Day immediately
following such Reset Announcement Date, the Holders of Debentures will be
notified of such Reset Spread and Two-Year Benchmark Treasury by the
Company. Such notice shall be sufficiently given to such Holders of
Debentures if published in an Authorized Newspaper.
(c) Not later than 10 calendar days nor more than 15 calendar days
immediately preceding the Reset Announcement Date, the Company will request
that the Clearing Agency or its nominee (or any successor Clearing Agency
or its nominee) or the Institutional Trustee, notify the Holders of
Debentures of such Reset Announcement Date and the procedures to be
followed by such holders of Debentures wishing to settle the related
Purchase Contract with separate cash on the Business Day immediately
preceding the Purchase Contract Settlement Date.
(d) The amount of interest payable for any period will be computed
on the basis of a 360-day year consisting of twelve 30-day months. Except
as provided in the following sentence, the amount of interest payable for
any period shorter than a full quarterly period for which interest is
computed, will be computed on the basis of the actual number of days
elapsed in such a 90-day period. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date.
ARTICLE III
REDEMPTION OF THE DEBENTURES
SECTION 3.1. Tax Event Redemption.
If a Tax Event shall occur and be continuing, the Company may, at
its option, redeem the Debentures in whole (but not in part) at any time at
a Redemption Price per Debenture equal to the Redemption Amount plus
accrued and unpaid interest thereon, including Compounded Interest and the
expenses and taxes of the Trust set forth in Section 4.1 hereof, if any, to
the date of such redemption (the "Tax Event Redemption Date"). If,
following the occurrence of a Tax Event, the Company exercises its option
to redeem the Debentures, then the proceeds of such redemption, if
distributed to the Institutional Trustee as the sole Holder of such
Debentures, will be applied by the Institutional Trustee to redeem Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so redeemed, at the Redemption Price.
If, following the occurrence of a Tax Event, the Company exercises its
option to redeem the Debentures, the Company shall appoint the Quotation
Agent to assemble the Treasury Portfolio in consultation with the Company.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Tax Event Redemption Date to each registered Holder of
the Debentures to be prepaid at its registered address. Unless the Company
defaults in payment of the Redemption Price, on and after the redemption
date interest shall cease to accrue on such Debentures.
SECTION 3.2. Redemption Procedure for Debentures.
Payment of the Redemption Price to each Holder of Debentures shall
be made by the Paying Agent, no later than 12:00 noon, New York City time,
on the Tax Event Redemption Date, by check or wire transfer in immediately
available funds at such place and to such account as may be designated by
each such Holder of Debentures, including the Institutional Trustee or the
Collateral Agent, as the case may be. If the Trustee holds immediately
available funds sufficient to pay the Redemption Price of the Debentures
(or, if the Company is acting as Paying Agent or the Institutional Trustee
has received the Redemption Price), then, on such Tax Event Redemption
Date, such Debentures will cease to be outstanding and interest thereon
will cease to accrue, whether or not such Debentures have been received by
the Company, and all other rights of the Holder in respect of the
Debentures shall terminate and lapse (other than the right to receive the
Redemption Price upon delivery of such Debentures but without interest on
such Redemption Price).
SECTION 3.3. No Sinking Fund.
The Debentures are not entitled to the benefit of any sinking
fund.
SECTION 3.4. Option to Put Debentures.
If a Failed Remarketing has occurred, each Holder of Debentures
who holds such Debentures on the day immediately following the Purchase
Contract Settlement Date shall have the right (the "Put Option") on or
after the Business Day immediately following the Purchase Contract
Settlement Date, upon at least three Business Days' prior notice, to
require the Company to repurchase such Holder's Debentures on March 2, 2001
(the "Put Option Exercise Date"), either in whole or in part, at a
repayment price per Debenture equal to $50, plus accrued and unpaid
interest, if any, thereon to the date of payment including deferred
interest, if any (the "Debenture Repayment Price").
SECTION 3.5. Repurchase Procedure for Debentures.
(a) In order for the Debentures to be repurchased on the
Put Option Exercise Date, the Company must receive on or prior to 5:00 p.m.
New York City time on the third Business Day immediately preceding the Put
Option Exercise Date, at the principal executive offices of Cendant
Corporation in New York, New York, the Debentures to be repurchased with
the form entitled "Option to Elect Repayment" on the reverse of or
otherwise accompanying such Debentures duly completed. Any such notice
received by the Trustee shall be irrevocable. All questions as to the
validity, eligibility (including time of receipt) and acceptance of the
Debentures for repayment shall be determined by the Company, whose
determination shall be final and binding.
(b) Payment of the Debentures Repayment Price to Holders
of Debentures shall be made through the Trustee, subject to the Trustee's
receipt of payment from the Company in accordance with the terms of the
Indenture either through the Trustee or the Company acting as Paying Agent,
no later than 12:00 noon, New York City time, on the Put Option Exercise
Date, and to such account as may be designated by such Holders. If the
Trustee holds immediately available funds sufficient to pay the Debentures
Repayment Price of the Debentures presented for repayment (or, if the
Company is acting as Paying Agent and the Institutional Trustee has
received the Debentures Repayment Price), then, immediately prior to the
close of business on the Business Day immediately preceding the Put Option
Exercise Date, such Debentures will cease to be outstanding and interest
thereon will cease to accrue, whether or not such Debentures have been
received by the Company, and all other rights of the Holder in respect of
the Debentures, including the Holder's right to require the Company to
repay such Debentures, shall terminate and lapse (other than the right to
receive the Debentures Repayment Price upon delivery of such Debentures but
without interest on such Debentures Repayment Price). Neither the Trustee
nor the Company will be required to register or cease to be registered the
transfer of any Debentures for which repayment has been elected.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1. Extension of Interest Payment Period.
The Company shall have the right at any time, and from time to
time, during the term of the Debentures, to defer payments of interest by
extending the interest payment period of such Debentures for a period not
extending, in the aggregate, beyond the Maturity Date of the Debentures
(the "Extended Interest Payment Period"), during which Extended Interest
Payment Period no interest shall be due and payable. To the extent
permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant
to this Section 4.1, will bear interest thereon at the rate of ___% until
February 15, 2001, and at the Reset Rate thereafter compounded quarterly
for each quarter of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Debentures, including any
expenses and taxes of the Trust set forth in Section 5.1 hereof and
Compounded Interest (together, "Deferred Interest") that shall be payable
to the Holders of the Debentures in whose names the Debentures are
registered in the Security Register on the first record date after the end
of the Extended Interest Payment Period; provided, however, that during any
such Extended Interest Payment Period, (a) the Company shall not declare or
pay dividends on or make any distribution with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock (other than (i) purchases or acquisitions of capital stock of
the Company in connection with the satisfaction by the Company of its
obligations under any employee or agent benefit plans or the satisfaction
by the Company of its obligations pursuant to any contract or security
outstanding on the date of such event requiring the Company to purchase
capital stock of the Company, (ii) as a result of a reclassification of the
Company's capital stock or the exchange or conversion of one class or
series of the Company's capital stock for another class or series of the
Company capital stock, (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, (iv) dividends or distributions in capital stock of the Company
(or rights to acquire capital stock) or repurchases or redemptions of
capital stock solely from the issuance or exchange of capital stock or (v)
redemptions or repurchases of any rights outstanding under a shareholder
rights plan and the declaration thereunder of a dividend of rights in the
future), (b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
issued by the Company that rank junior to the Debentures, and (c) the
Company shall not make any guarantee payments with respect to the foregoing
(other than payments pursuant to the Guarantee or the Common Securities
Guarantee). Prior to the termination of any Extended Interest Payment
Period, the Company may further extend such period, provided that such
period together with all such previous and further extensions thereof shall
not extend beyond the Maturity Date of the Debentures. Upon the termination
of any Extended Interest Payment Period and the payment of all Deferred
Interest then due, the Company may commence a new Extended Interest Payment
Period, subject to the foregoing requirements. No interest shall be due and
payable during an Extended Interest Payment Period, except at the end
thereof, but the Company, at its option, may prepay on any Interest Payment
Date all or any portion of the interest accrued during the then elapsed
portion of an Extended Interest Payment Period.
SECTION 4.2. Notice of Extension.
(a) If the Institutional Trustee is the only registered Holder of
the Debentures at the time the Company selects an Extended Interest Payment
Period, the Company shall give written notice to the Regular Trustees, the
Institutional Trustee and the Trustee of its selection of such Extended
Interest Payment Period one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities issued by
the Trust are payable, or (ii) the date the Trust is required to give
notice of the record date, or the date such Distributions are payable, to
the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities issued by the Trust,
but in any event at least one Business Day before such record date.
(b) If the Institutional Trustee is not the only Holder of the
Debentures at the time the Company selects an Extended Interest Payment
Period, the Company shall give the Holders of the Debentures and the
Trustee written notice of its selection of such Extended Interest Payment
Period at least 10 Business Days before the earlier of (i) the next
succeeding Interest Payment Date, or (ii) the date the Company is required
to give notice of the record or payment date of such interest payment to
the New York Stock Exchange or other applicable self-regulatory
organization or to Holders of the Debentures.
SECTION 4.3. Limitation of Transactions.
If (i) the Company shall exercise its right to defer payment of
interest as provided in Section 4.1, or (ii) there shall have occurred any
Event of Default, as defined in the Indenture, then (a) the Company shall
not declare or pay dividends or make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than (i) purchases or acquisitions of
capital stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee or agent benefit plans or the
satisfaction by the Company of its obligations pursuant to any contract or
security outstanding on the date of such event requiring the Company to
purchase capital stock of the Company, (ii) as a result of a
reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for
another class or series of the Company capital stock, (iii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (iv) dividends or distributions in capital
stock of the Company (or rights to acquire capital stock) or repurchases or
redemptions of capital stock solely from the issuance or exchange of
capital stock and (v) redemptions or repurchases of any rights outstanding
under a shareholder rights plan and the declaration thereunder of a
dividend of rights in the future), (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities issued by the Company that rank junior to the
Debentures, and (c) the Company shall not make any guarantee payments with
respect to the foregoing (other than payments pursuant to the Guarantee or
the Common Securities Guarantee).
ARTICLE V
EXPENSES
SECTION 5.1. Payment of Expenses.
In connection with the offering, sale and issuance of the
Debentures to the Institutional Trustee and in connection with the sale of
the Trust Securities by the Trust, the Company, in its capacity as borrower
with respect to the Debentures, shall:
(a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions to the underwriters
payable pursuant to any Underwriting Agreement and the Pricing Agreement
and compensation of the Trustee under the Indenture in accordance with the
provisions of Section ___ of the Base Indenture;
(b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust,
the offering, sale and issuance of the Trust Securities (including
commissions to the underwriters in connection therewith), the fees and
expenses of the Institutional Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing,
and disposition of Trust assets) to which the Trust might become subject;
(c) be primarily liable for any indemnification obligations
arising with respect to the Declaration; and
(d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of the Trust.
SECTION 5.2. Payment Upon Resignation or Removal.
Upon termination of this First Supplemental Indenture or the Base
Indenture or the removal or resignation of the Trustee pursuant to this
Section 5.2, the Company shall pay to the Trustee all amounts accrued to
the date of such termination, removal or resignation. Upon termination of
the Declaration or the removal or resignation of the Delaware Trustee or
the Institutional Trustee, as the case may be, pursuant to Section 5.6 of
the Declaration, the Company shall pay to the Delaware Trustee or the
Institutional Trustee, as the case may be, all amounts accrued to the date
of such termination, removal or resignation.
ARTICLE VI
NOTICE
SECTION 6.1. Notice by the Company.
The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article VI. Notwithstanding
any of the provisions of the Base Indenture and this First Supplemental
Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment of monies to or
by the Trustee in respect of the Debentures pursuant to the provisions of
the Base Indenture, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor and before the
receipt of any such written notice, the Trustee, subject to the provisions
of the Base Indenture, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Article VI at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any Debenture), then,
anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the
same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within
two Business Days prior to such date.
ARTICLE VII
FORM OF DEBENTURE
SECTION 7.1. Form of Debenture.
The Debentures and the Trustee's Certificate of Authentication to
be endorsed thereon are to be substantially in the following forms:
(FORM OF FACE OF DEBENTURE)
[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Clearing
Agency or a nominee of the Clearing Agency. This Debenture is exchangeable
for Debentures registered in the name of a person other than the Clearing
Agency or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Debenture (other than a transfer of this
Debenture as a whole by the Clearing Agency to a nominee of the Clearing
Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency) may be registered except in limited
circumstances.
Unless this Debenture is presented by an authorized representative
of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to
the issuer or its agent for registration of transfer, exchange or payment,
and any Debenture 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 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.
CENDANT CORPORATION
___% DEBENTURE
DUE FEBRUARY 16, 2003
CENDANT CORPORATION, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
, the principal sum of ($______________) on February 16,
2003 (such date is hereinafter referred to as the "Maturity Date"), and to
pay interest on said principal sum from , , or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to deferral
as set forth herein) in arrears on February 16, May 16, August 16 and
November 16 of each year, commencing on , initially at the
rate of ___% per annum until February 15, 2001, and at the Reset Rate
thereafter until the principal hereof shall have become due and payable,
and on any overdue principal and premium, if any, and (without duplication
and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of ___%
until February 15, 2001, and at the Reset Date thereafter, compounded
quarterly. The interest rate will be reset on the third business day
preceding February 16, 2001 to the Reset Rate (as determined by the Reset
Agent). The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any date on which interest is payable on this
Debenture is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Debenture (or one or more Predecessor Securities,
as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment which in the case of a
Global Debenture shall be the close of business on the business day next
preceding such Interest Payment Date; provided, however, if pursuant to the
terms of the indenture the Debentures are no longer represented by a Global
Debenture, the Company may select such regular record date for such
interest installment which shall be more than one Business Day but less
than 60 Business Days prior to an Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease
to be payable to the registered Holders on such regular record date and may
be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this
series of Debentures not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required by such
exchange all as more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Debenture shall be payable at the
office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the registered Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately
designated by the Holder entitled thereto. Notwithstanding the foregoing,
so long as the Holder of this Debenture is the Institutional Trustee or the
Collateral Agent, the payment of the principal of (and premium, if any) and
interest on this Debenture will be made at such place and to such account
as may be designated in writing by the Institutional Trustee or the
Collateral Agent.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, senior and unsecured and will rank in right of
payment on parity with all other senior unsecured obligations of the
Company.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee.
The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Dated
CENDANT CORPORATION
By:
--------------------------------
Name:
Title:
Attest:
By:
--------------------------------
Name:
Title:
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures described in the
within-mentioned Indenture.
Dated
-----------------------
---------------------------
as Trustee
By
---------------------------
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Securities"), specified in
the Indenture, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of , (the "Base Indenture"), duly
executed and delivered between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee") (as supplemented by a First
Supplemental Indenture, dated , ), (the Base Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities.
By the terms of the Indenture, the Securities are issuable in series that
may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture. This series of Securities is limited
in aggregate principal amount as specified in said First Supplemental
Indenture.
If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem Debentures in whole (but not in part) at any time at a
Redemption Price per Debenture equal to the Redemption Amount plus accrued
and unpaid interest thereon, including Compounded Interest and expenses and
taxes of the Trust (each as defined herein), if any, to the Tax Event
Redemption Date. The Redemption Price shall be paid to each Holder of the
Debenture by the Company, no later than 12:00 noon, New York City time, on
the Tax Event Redemption Date, by check or wire transfer in immediately
available funds, at such place and to such account as may be designated by
each such Holder.
The Debentures are not entitled to the benefit of any sinking fund.
If a Failed Remarketing has occurred, each Holder of this Debenture who
holds this Debenture on the day immediately following the Purchase Contract
Settlement Date shall have the right (the "Put Option") on or after the
Business Day immediately following the Purchase Contract Settlement Date,
upon at least three Business Days' prior notice, to require the Company to
repurchase such Holder's Debentures on March 2, 2001 (the "Put Option
Exercise Date"), either in whole or in part, at a repayment price per
Debenture equal to $50, plus accrued and unpaid interest, if any, thereon
to the date of payment including deferred interest, if any (the "Debenture
Repayment Price"). In order for the Debentures to be so repurchased, the
Company must receive, on or prior to 5:00 p.m. New York City Time on the
third Business Day immediately preceding the Put Option Exercise Date, at
the principal executive offices of Cendant Corporation in New York, New
York, the Debentures to be repurchased with the form entitled "Option to
Elect Repayment" on the reverse of or otherwise accompanying such
Debentures duly completed. Any such notice received by the Trustee shall be
irrevocable. All questions as to the validity, eligibility (including time
of receipt) and acceptance of the Debentures for repayment shall be
determined by the Company, whose determination shall be final and binding.
The payment of the Debentures Repayment Price in respect of such Debentures
shall be made, either through the Trustee or the Company acting as Paying
Agent, no later than 12:00 noon, New York City time, on the Put Option
Exercise Date.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the
time outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of, among other things, adding any provisions to
or changing or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying the rights of the Holders of the
Debentures; provided, however, that, among other things, no such
supplemental indenture shall (i) reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon (subject
to the Company's right to defer such payments in the manner set forth
herein), or reduce any premium payable upon the redemption thereof, without
the consent of the Holder of each Debenture so affected, or (ii) reduce the
aforesaid percentage of Debentures, the Holders of which are required to
consent to any such supplemental indenture, without the consent of the
Holders of each Debenture then outstanding and affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the
Debentures of such series, to waive a Default or Event of Default with
respect to such series, and its consequences, except a Default or Event of
Default in the payment of the principal of or premium, if any, or interest
on any of the Securities of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange for or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium,
if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.
So long as the Company is not in default in the payment of interest on
the Debenture, the Company shall have the right at any time during the term
of the Debentures from time to time to extend the interest payment period
of such Debentures for a period not extending, in the aggregate, beyond the
Maturity Date of the Debentures (an "Extended Interest Payment Period"). At
the end of an Extended Interest Payment Period, the Company shall pay all
interest then accrued and unpaid (together with the interest thereon at the
rate of ___% until February 15, 2001 and at the Reset Rate thereafter to
the extent that payment of such interest is enforceable under applicable
law). In the event that the Company exercises this right, then (a) the
Company shall not declare or pay dividends or make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (i) purchases or
acquisitions of capital stock of the Company in connection with the
satisfaction by the Company of its obligations under any employee or agent
benefit plans or the satisfaction by the Company of its obligations
pursuant to any contract or security outstanding on the date of such event
requiring the Company to purchase capital stock of the Company, (ii) as a
result of a reclassification of the Company's capital stock or the exchange
or conversion of one class or series of the Company's capital stock for
another class or series of the Company capital stock, (iii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (iv) dividends or distributions in capital
stock of the Company (or rights to acquire capital stock) or repurchases or
redemptions of capital stock solely from the issuance or exchange of
capital stock or (v) redemptions or purchases of any rights outstanding
under a shareholder rights plan and the declaration thereunder of a
dividend of rights in the future), (b) the Company shall not make any
payment of interest, principal or premium, if any, or repay, repurchase or
redeem any debt securities issued by the Company that rank junior to the
Debentures, and (c) the Company shall not make any guarantee payments with
respect to the foregoing (other than payments pursuant to the Guarantee or
the Common Securities Guarantee). Prior to the termination of any such
Extended Interest Payment Period, the Company may further extend the
interest payment period; provided, that such Extended Interest Payment
Period, together with all such previous and further extensions thereof, may
not extend beyond the Maturity Date of the Debenture. At the termination of
any such Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amount then due, the Company
may commence a new Extended Interest Payment Period, subject to the above
requirements.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof
on the Security Register of the Company, upon surrender of this Debenture
for registration of transfer at the office or agency of the Trustee in the
City of Chicago and State of Illinois accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company or the
Trustee duly executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any Paying Agent and the Security
Registrar may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of
or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Company nor the Trustee
nor any Paying Agent nor any Security Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or substantially all of its properties or
assets. All such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in the
Indenture.
The Debentures of this series are issuable only in registered form
without coupons in denominations of $50 and any integral multiple thereof.
This Global Debenture is exchangeable for Debentures in definitive form
only under certain limited circumstances set forth in the Indenture. As
provided in the Indenture and subject to certain limitations therein set
forth, Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay $_____ principal amount of the within Debenture, pursuant
to its terms, on the "Put Option Exercise Date," together with any interest
thereon accrued but unpaid to the date of repayment, to the undersigned at:
(Please print or type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a
new Debenture or Debentures representing the remaining aggregate principal
amount of this Debenture.
For this Option to Elect Repayment to be effective, this Indenture with the
Option to Elect Repayment duly completed must be received by the Company at
Cendant Corporation, Attn: Corporate Secretary, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, no later than 5:00 p.m. on February 27, 2001.
Dated: Signature: ________________________________
Signature Guarantee: _____________________
Note: The signature to this Option to Elect Repayment must correspond with
the name as written upon the face of the within Debenture in every
particular without alternation or enlargement or any change whatsoever.
----------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Debenture
to:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(Insert address and zip code of assignee)
and irrevocably appoints
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
agent to transfer this Debenture on the books of the Trust. The agent may
substitute another to act for him or her.
Date: ____________________________________
Signature: ________________________________
Signature Guarantee: ______________________
(Sign exactly as your name appears on the other side of this Debenture)
ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES
SECTION 8.1. Original Issue of Debentures.
Debentures in the aggregate principal amount of $ may, upon
execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debentures to or upon the written
order of the Company, signed by its Chairman, its Vice Chairman, its
President, or any Vice President and its Treasurer or an Assistant
Treasurer, without any further action by the Company.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Ratification of Indenture.
The Indenture as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided.
SECTION 9.2. Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by
the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 9.3. Governing Law.
This First Supplemental Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws
of said State.
SECTION 9.4. Separability.
In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to
be invalid illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this First Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been contained
herein or therein.
SECTION 9.5. Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
SECTION 9.6. Preferred Securities Guarantee and Declaration.
The Preferred Securities Guarantee and the Declaration shall be
deemed to be specifically described in this First Supplemental Indenture
for purposes of clause (i) of the first proviso contained in Section 310(b)
of the Trust Indenture Act.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
CENDANT CORPORATION,
as Issuer
By:
----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK ,
as Trustee
By:
----------------------------
Name:
Title:
