REGISTERED
No. FXR-
CUSIP NO.
CENDANT CORPORATION
MEDIUM-TERM NOTE
(FIXED RATE)
If this Debt Security is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York, New York) or its
nominee, this Debt Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary unless and until this Debt Security is exchanged in whole or in part
for Debt Securities in definitive form. Unless this certificate is presented by
an authorized representative of the Depositary to the Issuer 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 Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT AND CUR
RENCY OR CURRENCY UNIT:
OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY:
YES: ___ NO: ___
INTEREST RATE: MATURITY DATE:
REDEMPTION PROVISIONS, IF ANY: REPAYMENT PROVISIONS, IF
ANY:
REDEEMABLE ON OR AFTER: OPTIONAL REPAYMENT DATE:
INITIAL REDEMPTION PERCENTAGE: OPTIONAL REPAYMENT PRICE:
ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
OTHER PROVISIONS: EXCHANGE RATE AGENT:
If this Debt Security is issued with original issue discount, the
following information is supplied for purposes of Sections 1273 or 1275 of the
Internal Revenue Code: Issue Price (for each $1,000 principal amount): $ ;
Original Issue Discount Under Section 1272 of the Internal Revenue Code (for
each $1,000 principal amount): $ ; Yield To Maturity: ; Method
Used to Determine Yield To Maturity For Short Accrual Period of to :
; and Original Issue Discount for Short Accrual Period of to :
CENDANT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Corporation"), for value
received, hereby promises to pay to Cede & Co. or registered assigns the
principal sum of set forth above in the currency set forth above (any currency
or currency unit other than U.S. dollars being hereinafter referred to as a
"Specified Currency"), on the Stated Maturity shown above (the "Maturity
Date"), in such coin or currency specified above as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest thereon from the Original Issue Date shown above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on February 15 and August 15 in each year (the "Interest
Payment Dates"), unless otherwise provided above, commencing with the Interest
Payment Date immediately following the Original Issue Date shown above, and on
the Maturity Date, at the interest rate per annum shown above until the
principal hereof is paid or made available for payment; provided, however, that
if the Original Issue Date shown above is after a Regular Record Date and on or
before the immediately following Interest Payment Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular
Record Date to the person in whose name this Note is registered in the security
register (the "Security Register") of the Corporation (the "Holder") on such
next succeeding Regular Record Date and provided, further, that, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election (as hereinafter defined) with respect to one or more such payments,
the Corporation will make all such payments in U.S. dollars in amounts
determined as set forth below. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture dated as of February 24, 1998, as supplemented (hereinafter called
the "Indenture"), between the Corporation and The Bank of Nova Scotia Trust
Company of New York, as trustee (hereinafter called the "Trustee", which term
includes any successor trustee under the Indenture), be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the January 31 or July 31 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date; provided, however, that interest
payable at the Maturity Date will be paid to the Person to whom said principal
sum is payable. Any interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any) and any interest on
this Note due to the Holder hereof at the Maturity Date will be made in
immediately available funds, upon surrender of this Note at the offices of the
Trustee, One Liberty Plaza, New York, New York 10006, provided that the Note is
presented to the Trustee or its agent in time for the Trustee to make such
payments in such funds in accordance with its normal procedures. Payment of
interest on this Note due on any Interest Payment Date (other than interest on
this Note due to the Holder hereof at Maturity) will be made by check mailed to
the address of the person entitled thereto at the Holder's last address as it
appears on the Security Register. Payments of principal, premium if any, and
interest on Global Notes will be made to the Depositary by wire transfer,
either in same day funds or in next day funds. Notwithstanding the foregoing, a
Holder of $10,000,000 or more in aggregate principal amount of Notes of like
tenor and term shall, upon written request, be entitled to receive payments of
interest (other than interest on said
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Notes due to the Holder at Maturity) by wire transfer to an account maintained
by such Holder with a bank located in the United States of America.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its office, One Liberty
Plaza, New York, New York 10006, on or prior to the Regular Record Dates
relating to the applicable Interest Payment Dates and any such designation made
with respect to any Note by a registered Holder shall remain in effect with
respect to any further payments with respect to this Note payable to such
Holder unless revoked or changed by written instructions received by the
Trustee from such Holder, provided that any such written revocation or change
which is received by the Trustee after a Regular Record Date and before the
related Interest Payment Date shall not be effective with respect to such
Interest Payment Date.
If this Note is denominated in a Specified Currency, payment of the
principal of (and premium, if any) and any interest due on this Note will be
made in Specified Currency provided that the Holder hereof is entitled to make,
and has made, a Specified Currency Payment Election with respect to such
payments, the Exchange Rate Agent is able to convert such payments as provided
below, the Specified Currency is not unavailable due to the imposition of
exchange controls or other circumstances beyond the control of the Corporation
and the Specified Currency is used by the government of the country issuing
such currency or for the settlement of transactions by public institutions of
or within the international banking community. Unless otherwise specified, if
this Note is denominated in a Specified Currency, the Holder hereof may elect
to receive payments of principal of (and premium, if any) and interest in such
Specified Currency (a "Specified Currency Payment Election") by delivery of a
written request for such payment to the principal office of the Trustee, One
Liberty Plaza, New York, New York 10006, on or prior to the Regular Record Date
or at least fifteen days prior to the Maturity Date, as the case may be. Such
request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission. A Holder of a Foreign Currency Note may
elect to receive payment in the Specified Currency for all principal, premium,
if any, and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to
the Trustee, One Liberty Plaza, New York, New York 10006, but written notice of
any such revocation must be received by the Trustee on or prior to the Regular
Record Date or at least fifteen days prior to the Maturity Date, as the case
may be.
In the event of an official redenomination of a foreign currency or
currency unit, the obligations of the Corporation with respect to payments
hereunder denominated or payable in such foreign currency or currency unit
shall, in all cases, be deemed immediately following such redenomination to
provide for payment of that amount of redenominated currency representing the
amount of such obligations immediately before such redenomination. In no event,
however, shall any adjustment be made to any amount payable hereunder as a
result of any change in the value of such foreign currency or currency unit
relative to any other currency due solely to fluctuations in exchange rates.
If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this Note would fall on any day which is not a
Business Day (as defined below), the payment of interest and principal (and
premium, if any) need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.
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This Note is one of a duly authorized issue of securities of the
Corporation (hereinafter called the "Securities"), issued and to be issued in
one or more series under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, obligations, duties and immunities thereunder of the
Corporation, the Trustee and the holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest, if any, at different rates,
may be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the
Securities, which series is unlimited in aggregate principal amount and is
designated as the Medium-Term Notes (the "Notes") of the Corporation, of which
series the Corporation initially has designated $1,010,000,000 aggregate
principal amount, or the equivalent thereof in foreign currencies or currency
units. The Notes may be issued from time to time in various principal amounts
and currencies or currency units, mature at different times, bear interest, if
any, at different rates, be redeemable at different times or not at all, and
may have other terms as may be designated with respect to a Note.
Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Dates. Interest payments for this Note shall be
computed and paid on the basis of a 360-day year of twelve 30-day months,
unless otherwise provided above.
If this Note is denominated in a Specified Currency, unless the Holder
hereof has elected otherwise, payment in respect of a Foreign Currency Note
shall be made in U.S. dollars based upon the exchange rate as determined by the
Exchange Rate Agent based on the quotation for such non-U.S. dollar currency or
composite currency appearing at approximately 11:00 a.m., New York City time,
on the second Business Day (as defined below) preceding the applicable date of
payment, on the bank composite or multi-contributor pages of the Telerate
Monitor Foreign Exchange Service (or, if such service is not then available to
the Exchange Rate Agent, the Reuters Monitor Foreign Exchange Service or, if
neither is available, on a comparable display or in a comparable manner as the
Corporation and the Exchange Rate Agent shall agree), for the first three banks
(or two, if three are not available), in chronological order, appearing on a
list of banks agreed to by the Corporation and the Exchange Rate Agent prior to
such second Business Day, which are offering quotes. The Exchange Rate Agent
shall then select from among the selected quotations in a manner specified in
the applicable Pricing Supplement. If fewer than two bids are available, then
such conversion will be based on the Market Exchange Rate (as defined below) as
of the second Business Day preceding the applicable payment date. "Business
Day" means any day, other than a Saturday or Sunday, that meets each of the
following applicable requirements: the day is (a) not a legal holiday or a day
on which banking institutions are authorized or required by law or regulation
to be closed in the City of New York and (b) if the Note is denominated or
payable in a Specified Currency other than U.S. dollars, (i) not a day on which
banking institutions are authorized or required by law or regulation to close
in the major financial center of the country issuing the Specified Currency or,
if this Note is denominated in or indexed to a composite European currency,
Brussels and (ii) a day on which banking institutions in such financial center
are carrying out transactions in such Specified Currency. "Market Exchange
Rate" means the noon U.S. dollar buying rate in the City of New York for cable
transfers of the relevant currency as certified for customs purposes by the
Federal Reserve Bank of New York. If no Market Exchange Rate as of the second
Business Day preceding the applicable payment date is available, payments will
be made in the
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Specified Currency, unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Corporation's control, in which case payment will be made in U.S. dollars. All
currency exchange costs will be borne by the Holders of such Notes by
deductions from such payments.
Unless otherwise indicated above, this Note may not be redeemed by the
Corporation prior to Maturity. If so indicated above, this Note may be redeemed
on any date on or after the date set forth above, either in whole or in part,
at the option of the Corporation, at a redemption price equal to the product of
the principal amount of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the Initial
Redemption Percentage specified above, and shall decline at each anniversary of
the initial date that this Note is redeemable by the amount of the Annual
Redemption Percentage Reduction specified above, until the Redemption
Percentage is equal to 100%.
If this Note is subject to redemption, notice of redemption shall be
mailed to the registered Holders of the Notes designated for redemption at
their addresses as the same shall appear in the Security Register not less than
30 and not more than 60 days prior to the date of redemption, subject to all
conditions and provisions of the Indenture. In the event of redemption of this
Note in part, a new Note for the amount of the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof.
Unless otherwise indicated above, this Note may not be repaid prior to
Maturity. If so indicated above, this Note may be payable prior to Maturity at
the option of the Holder on the Optional Repayment Dates shown above at a price
equal to 100% of the principal amount to be repaid, together with accrued
interest to the date of repayment. In order for this Note to be repaid, the
Trustee must receive at least 30 but not more than 45 days prior to an Optional
Repayment Date (i) this Note with the form below entitled "Option to Elect
Repayment" duly completed; or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank of trust company
in the United States of America setting forth the name of the Holder of this
Note, the principal amount of the Note to be repaid, the certificate number or
a description of the tenor and terms of this Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Note
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment shall be irrevocable. The repayment
option may be exercised by the Holder of this Note for less than the entire
principal amount of the Note provided that the principal amount of this Note
remaining outstanding after repayment is an authorized denomination. Upon such
partial repayment, this Note shall be cancelled and a new Note or Notes for the
remaining principal amount hereof shall be issued in the name of the Holder of
this Note.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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The Indenture permits, with certain exceptions as therein provided,
the amendment or supplementing thereof and the modification of the rights and
obligations of the Corporation and the rights of the holders of the Securities
of each series to be affected under the Indenture at any time by the
Corporation and the Trustee with the consent of the holders of not less than a
majority in principal amount of the Securities at the time outstanding of each
series to be affected. The Indenture also contains a provision permitting the
holders of not less than a majority in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of the holders of
all Securities of such series, to waive any past defaults under the Indenture
with respect to such series of Securities and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holder of not less
than 25% in principal amount of the Notes of this series at the time
outstanding shall have made written request, and offered reasonable indemnity,
to the Trustee to institute such proceeding as trustee, and the Trustee shall
not have received from the Holders of a majority in principal amount of the
Notes of this series at the time outstanding a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days,
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of (and
premium, if any) or interest on this Note on or after the respective due date
expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Note at the times, places and rate herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Corporation in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes of
this series of like tenor and of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for the same aggregate principal
amount of Notes of like tenor and of authorized denominations, as requested by
the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple of $1,000
in excess thereof (or in the case of
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Securities denominated in a Specified Currency, in such minimum denomination
not less than the equivalent of $1,000 in such Specified Currency on the basis
of the Market Exchange Rate).
Prior to due presentation of this Note for registration of transfer,
the Corporation, the Trustee and any agent of the Corporation or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture.
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IN WITNESS WHEREOF, CENDANT CORPORATION has caused this instrument to
be signed by its duly authorized officers, and has caused its corporate seal or
a facsimile thereof to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued
under the within-mentioned Indenture.
CENDANT CORPORATION
By:__________________________
Title:
THE BANK OF NOVA SCOTIA
TRUST COMPANY OF NEW YORK, as Trustee Attest:
By:____________________________________ _____________________________
Authorized Signatory Title: Assistant Secretary
[SEAL]
8
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or __________________________
Other Identifying Number of Assignee __________________________
Please Print or Typewrite Name and Address Including Postal Zip Code of
Assignee
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of CENDANT CORPORATION and does hereby irrevocably constitute
and appoint____________________________________________________________________
attorney to transfer the said Note on the books of the Corporation, with full
power of substitution in the premises.
Dated:___________________ Your Signature:____________________________
NOTICE: The signature to
this assignment must
correspond with the name
as written upon the within
instrument in every
particular, without
alteration or enlargement
or any change whatever.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Corporation to repay $ principal amount of the within Note, pursuant to its
terms, on the "Optional Repayment Date" first occurring after the date of
receipt of the within Note as specified below, together with Interest thereon
accrued 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
Note or Notes representing the remaining principal amount of this Note, if any.
For the Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Corporation
within the relevant time period set forth above at the offices of the Trustee,
at One Liberty Plaza, New York, New York 10006.
Dated:_______________ _______________________________
NOTICE: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
within Note in every particular without
alteration or enlargement or any
change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or __________________________
Other Identifying Number of Assignee __________________________
Please Print or Typewrite Name and Address Including Postal Zip Code of
Assignee
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of CENDANT CORPORATION and does hereby irrevocably constitute
and appoint____________________________________________________________________
attorney to transfer the said Note on the books of the Corporation, with full
power of substitution in the premises.
Dated:___________________ Your Signature:____________________________
NOTICE: The signature to
this assignment must
correspond with the name
as written upon the within
instrument in every
particular, without
alteration or enlargement
or any change whatever.
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