REGISTERED
No. FLR-
CUSIP NO.
CENDANT CORPORATION
MEDIUM-TERM NOTE
(FLOATING 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.
PRINCIPAL AMOUNT
AND CURRENCY OR
CURRENCY UNIT: INITIAL INTEREST RATE: MATURITY DATE:
ORIGINAL ISSUE DATE: INDEX MATURITY: SPREAD: +/-
SPREAD MULTIPLIER: %
OPTION TO RECEIVE
PAYMENT IN SPECIFIED
CURRENCY:
YES:______ NO:______
BASE RATE: [__] COMMERCIAL PAPER [__] CD RATE
RATE
[__] FEDERAL FUNDS [__] LIBOR [__] TREASURY RATE
EFFECTIVE RATE LIBOR REUTERS____
LIBOR TELERATE___
[__] PRIME RATE [__]Other____________
(See Below)
MAXIMUM INTEREST RATE: % INTEREST PAYMENT PERIOD:______
(monthly, quarterly, semi-annually or annually)
MINIMUM INTEREST RATE: % INTEREST RATE RESET PERIOD:___
(daily, weekly, monthly, quarterly, semi-annu-
ally or annually)
INTEREST RESET DATES:
INTEREST PAYMENT DATES: REPAYMENT PROVISIONS, IF ANY:
INTEREST DETERMINATION DATES: OPTIONAL REPAYMENT DATE:
REDEMPTION PROVISIONS, IF ANY: OPTIONAL REPAYMENT PRICE:
REDEEMABLE ON OR AFTER:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
CALCULATION AGENT:
OTHER PROVISIONS:
2
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 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 (the "Issue Date") or
from the most recent Interest Payment Date (as hereinafter defined) to which
interest has been paid or duly provided for, in arrears on the Interest Payment
Dates set forth above ("Interest Payment Dates"), and on the Maturity Date,
commencing with the Interest Payment Date immediately following the Issue Date,
at the interest rate per annum determined in accordance with the provisions
hereof, depending on the Base Rate specified above, until the principal hereof
is paid or made available for payment, provided, however, that if the Issue
Date is after a Regular Record Date, as hereinafter defined, and on or before
the immediately following Interest Payment Date, the first payment of interest
will be made 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
unless otherwise specified above shall be the fifteenth day (whether or not a
Business Day) 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 to 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
3
Note is presented to the Trustee 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 an 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 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 offices, 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
above, 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.
4
If 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.
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
have other terms as may be designated with respect to a Note.
Commencing with the first Interest Reset Date specified herein following the
Issue Date, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown
above under Interest Rate Reset Period; unless otherwise specified above, the
Interest Reset Dates will be, if this Note resets daily, each Business Day; if
this Note (unless this Note is a Treasury Rate Note) resets weekly, Wednesday
of each week; if this Note is a Treasury Rate Note that resets weekly, Tuesday
of each week (except as provided below under "Determination of Treasury Rate");
if this Note resets monthly, the third Wednesday of each month; if this Note
resets quarterly, the third Wednesday of February, May, August and November of
each year; if this Note resets semiannually, the third Wednesday of the two
months of each year specified above; and if this Note resets annually, the
third Wednesday of the month of each year specified above, provided, however,
that unless otherwise specified above, the interest rate in effect from the
Issue Date to the first Interest Reset Date specified above will be the Initial
Interest Rate. Each such adjusted interest rate shall be applicable on and
after the Interest Reset Date to which it relates, to but not including the
next succeeding Interest Reset Date or until the Maturity Date, as the case may
be. If any Interest Reset Date specified above is a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this Note shall be
determined in accordance with the provisions under the heading "Determination
of LIBOR" below, and (ii) such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business
Day. Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions under the relevant heading and
paragraphs below, as specified by the Base Rate set forth above.
5
Unless otherwise specified above, interest will be payable, if this
Note resets daily, weekly or monthly, on the third Wednesday of each month or
on the third Wednesday of February, May, August and November of each year as
specified above; if this Note resets quarterly, on the third Wednesday of
February, May, August and November of each year; if this Note resets
semiannually, on the third Wednesday of the two months of each year specified
above; and if this Note resets annually, on the third Wednesday of the month of
each year specified above (each such day being an "Interest Payment Date") and,
in each case, at Maturity. If any Interest Payment Date specified above would
fall on a day that is not a Business Day, such Interest Payment Date shall be
the following day that is a Business Day, except that if (i) the rate of
interest on this Note shall be determined in accordance with the provisions
under the heading "Determination of LIBOR" below, and (ii) such Business Day is
in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day.
"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, (b) if this 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
and (c) with respect to LIBOR Notes (as defined below), also a London Banking
Day. "London Banking Day" means any day on which dealings on deposits in U.S.
dollars are transacted in the London interbank market.
All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.),
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655), and all
dollar amounts used in or resulting from such calculation on this Note will be
rounded to the nearest cent with one half cent being rounded upward.
Determination of Commercial Paper Rate
If the Base Rate on this Note is the Commercial Paper Rate, the
interest rate with respect to this Note shall equal the Money Market Yield
(calculated as described below) of the rate on each Interest Determination Date
designated above for commercial paper having the Index Maturity designated
above as such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or
any successor publication of the Board of Governors, under the heading
"Commercial Paper." In the event that such rate is not published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate will be the Money Market Yield
(calculated as described below) of the rate on each Interest Determination Date
designated above for commercial paper having the Index Maturity designated
above as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Commercial Paper." If such rate is not published
by 3:00 P.M., New York City time, on such Calculation Date, the Commercial
Paper Rate will be the Money Market Yield of the arithmetic mean (each as
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point) of the offered rates, as of 11:00 A.M., New York City time on such
Interest Determination Date, of three leading dealers of commercial paper in
New York City selected by the Calculation Agent for commercial paper having the
Index Maturity designated
6
above placed for an industrial issuer whose bond rating is "AA" or the
equivalent, from a nationally recognized securities rating agency, provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Commercial Paper Rate with
respect to such Interest Determination Date will be the Commercial Paper Rate
in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded, if necessary, to the nearest one hundred- thousandth of a percentage
point) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-----------
360 - (DxM)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
If a Spread is designated above, this Note shall bear interest at the
Commercial Paper Rate plus or minus such Spread. If a Spread Multiplier is
designated above, this Note shall bear interest at the Commercial Paper Rate
multiplied by such Spread Multiplier.
The Commercial Paper Rate determined with respect to any Interest
Determination Date will become effective on and as of the Interest Reset Date
specified above; provided, however, that the interest rate in effect for the
period from the Issue Date to the first Commercial Paper Reset Date will be the
Initial Interest Rate specified above. The Interest Determination Date for a
Note with respect to the Commercial Paper Rate will be the second Business Day
prior to the Interest Reset Date for such Note.
Determination of CD Rate
If the Base Rate on this Note is the CD Rate, the interest rate with
respect to this Note shall equal the rate on each Interest Determination Date
designated above for negotiable certificates of deposit having the Index
Maturity designated above as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or
any successor publication of the Board of Governors, under the heading "CDs
(Secondary Market)." In the event that such rate is not published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate will be the rate on such Interest Determination
Date for negotiable certificates of deposit of the Index Maturity designated
above as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Certificates of Deposits." If such rate is not
published by 3:00 P.M., New York City time, on such Calculation Date, the CD
Rate will be the arithmetic mean (each as rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point) of the secondary market offered
rates as of the opening of business, New York City time, on such Interest
Determination Date, of three leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent
(after consultation with the Corporation) for negotiable certificates of
deposit of major United States money market banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a
7
remaining maturity closest to the Index Maturity designated above in a
denomination of $5,000,000; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such Interest Determination Date will be
the CD Rate in effect on such Interest Determination Date.
If a Spread is designated above, this Note shall bear interest at the
CD Rate plus or minus such Spread. If a Spread Multiplier is designated above,
this Note shall bear interest at the CD Rate multiplied by such Spread
Multiplier.
The CD Rate determined with respect to any Interest Determination Date
will become effective on and as of the Interest Reset Date specified above;
provided, however, that the interest rate in effect for the period from the
Issue Date to the first CD Reset Date will be the Initial Interest Rate
specified above. The Interest Determination Date with respect to a CD Rate Note
will be the second Business Day prior to the Interest Reset Date for such Note.
Determination of Federal Funds Effective Rate
If the Base Rate on this Note is the Federal Funds Effective Rate, the
interest rate payable with respect to this Note shall equal, on each Interest
Determination Date designated above, the rate on that date for Federal Funds as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(5l9), Selected Interest Rates," or any successor
publication of the Board of Governors, under the heading "Federal Funds
(Effective)." In the event that such rate is not published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Effective Rate will be the rate on such
Interest Determination Date as published in "Composite 3:30 P.M. Quotations for
U.S. Government Securities" under the heading "Federal Funds/Effective Rate."
If such rate is not published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Federal Funds Effective Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean (rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point) of
the rates as of 9:00 A.M., New York City time, on such Interest Determination
Date for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in New York City selected by the
Calculation Agent; provided, however, that if the brokers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Effective Rate with respect to such Interest Determination Date
will be the Federal Funds Effective Rate in effect on such Interest
Determination Date.
If a Spread is designated above, this Note shall bear interest at the
Federal Funds Effective Rate plus or minus such Spread. If a Spread Multiplier
is designated above, this Note shall bear interest at the Federal Funds
Effective Rate multiplied by such Spread Multiplier.
The Federal Funds Effective Rate determined with respect to any
Interest Determination Date will become effective on and as of the Interest
Reset Date specified above; provided, however, that the interest rate in effect
for the period from the Issue Date to the first Federal Funds Effective Reset
Date will be the Initial Interest Rate specified above. The Interest
Determination Date with respect to a Federal Funds Effective Rate Note will be
the second Business Day prior to the Interest Reset Date for such Note.
8
Determination of LIBOR
LIBOR, with respect to any Interest Reset Date, will be determined by
the Calculation Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
either (a) the arithmetic mean of the offered rates for deposits in
U.S. dollars having the Index Maturity designated above, commencing on
the second London Banking Day immediately following such LIBOR
Interest Determination Date, that appears on the Reuters Screen LIBO
page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, if at least two such offered rates appear on the
Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for
deposits in U.S. dollars having the Index Maturity designated above,
commencing on the second London Banking Day immediately following such
LIBOR Interest Determination Date, that appears on the Telerate Page
3750 as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page"
means the display designated as page "LIBO" on the Reuters Monitor
Money Rates Service (or such other page as may replace page LIBO on
that service for the purpose of displaying London interbank offered
rates of major banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or such other page
as may replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates for U.S.
dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified above, LIBOR will be determined as if LIBOR Telerate had
been specified. If at least two such offered rates appear on the
Reuters Screen LIBO Page, the rate in respect of such LIBOR Interest
Determination Date will be the arithmetic mean of such offered rates
as determined by the Calculation Agent. If fewer than two offered
rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page 3750, as applicable, LIBOR in respect of such LIBOR
Interest Determination Date will be determined as if the parties had
specified the rate described in (ii) below.
(ii) On any LIBOR Interest Determination Date on which fewer than two
offered rates appear on the Reuters Screen LIBO Page as specified in
(i)(a) above, or on which no rate appears on the Telerate Page 3750,
as specified in (i)(b) above, as applicable, LIBOR will be determined
on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market selected by
the Calculation Agent (the "Reference Banks") at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date to prime
banks in the London interbank market, having the Index Maturity
designated above, commencing on the second London Banking Day
immediately following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000
that is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office
of each of such Reference Banks to provide a quotation of its rate. If
at least two such quotations are provided, LIBOR in respect of such
LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in
respect of such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in New York
City selected by the Calculation Agent at approximately 11:00 A.M.,
New York City time, on such LIBOR Interest Determination Date for
loans in U.S. dollars to leading
9
European banks, having the Index Maturity designated in the applicable
Pricing Supplement, such loans commencing on the second London Banking
Day immediately following such LIBOR Interest Determination Date and
in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if the banks in New York
City selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR with respect to such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
If a Spread is designated above, this Note shall bear interest at
LIBOR plus or minus such Spread. If a Spread Multiplier is designated above,
this Note shall bear interest at LIBOR multiplied by such Spread Multiplier.
LIBOR determined with respect to any Interest Determination Date will
become effective on and as of the Interest Reset Date specified above;
provided, however, that the interest rate in effect for the period from the
Issue Date to the first LIBOR Reset Date will be the Initial Interest Rate
specified above. The Interest Determination Date with respect to a LIBOR Note
will be the second London Banking Day prior to the Interest Reset Date for such
Note.
Determination of Treasury Rate
If the Base Rate on this Note is the Treasury Rate, the interest rate
with respect to this Note shall equal the interest rate on each Interest
Determination Date designated above for the most recent auction of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
designated above as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors, under the heading "Pricing
U.S. Government Securities - Treasury Bills -- auction average (investment)."
In the event that such rate is not published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
Treasury Rate shall be the auction average rate (expressed as a bond
equivalent, rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, on the basis of a year of 365 days or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the result of the auction
of Treasury Bills having the Index Maturity designated above is not otherwise
reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or, if no such auction is held in a particular week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, on the basis of a year of
365 days or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity designated above; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate with respect to such Interest Determination
Date will be the Treasury Rate in effect on such Determination Date.
10
If a Spread is designated above, this Note shall bear interest at the
Treasury Rate plus or minus such Spread. If a Spread Multiplier is designated
above, this Note shall bear interest at the Treasury Rate multiplied by such
Spread Multiplier.
The Interest Determination Date pertaining to the Interest Reset Date
for this Note if the Base Rate designated above is the Treasury Rate (the
"Treasury Interest Determination Date") will be the day of the week in which
such Interest Reset Date falls on which Treasury Bills would normally be
auctioned. Treasury Bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held
on the Tuesday following, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for this Note if the Base
Rate designated above is the Treasury Rate, then such Interest Reset Date shall
instead be the first Business Day immediately following such auction date. The
interest rate in effect for the period from the Issue Date to the first
Treasury Reset Date will be the Initial Interest Rate specified above.
Determination of Prime Rate
If the Base Rate on this Note is the Prime Rate, the interest rate
with respect to this Note shall equal, on each Interest Determination Date
designated above, the rate of interest set forth on the Interest Determination
Date as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519)", under the heading "Bank Prime Loan." In the
event that such rate is not published by 9:00 A.M., New York City time on the
Calculation Date pertaining to such Interest Determination Date, the Prime Rate
in respect of such Interest Determination Date shall be determined by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen USPRIME1
Page (as defined below) as such bank's prime rate or base lending rate as in
effect for that Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen USPRIME1 Page for the
Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Interest Determination Date by four major
money center banks in New York City selected by the Calculation Agent. If fewer
than two such rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate
will be determined by the Calculation Agent on the basis of the rates furnished
in New York City by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least U.S. $500,000,000
and being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates; provided,
however, that if the banks selected as aforesaid are not quoting as mentioned
in this sentence, the Prime Rate will be the Prime Rate in effect on such
Interest Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks).
11
If a Spread is designated above, this Note shall bear interest at the
Prime Rate plus or minus such Spread. If a Spread Multiplier is designated
above, this Note shall bear interest at the Prime Rate multiplied by such
Spread Multiplier.
The Prime Rate determined with respect to any Prime Interest
Determination Date will become effective on and as of the Interest Reset Date
specified above; provided, however, that the interest rate in effect for the
period from the Issue Date to the first Prime Reset Date will be the Initial
Interest Rate specified above. The Interest Determination Date with respect to
a Prime Rate Note will be the second Business Day prior to the Interest Reset
Date for such Note.
Notwithstanding the determinations under the foregoing paragraphs with
respect to the applicable Base Rate, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown above. The Calculation Agent shall calculate the
interest rate on this Note in accordance with the foregoing relevant section
applicable to the Base Rate of this Note, on or before each Calculation Date.
The interest rate on this Note will in no event be higher than the
maximum interest rate permitted under the laws of the State of New York as the
same may be modified by the United States law of general applicability.
The Calculation Agent will, upon the request of the Holder of this
Note, provide to such Holder the interest rate of this Note then in effect and
the interest rate which will become effective as a result of a determination
made with respect to the most recent Interest Determination Date with respect
to this Note.
Unless otherwise specified above, the Calculation Date, if applicable,
pertaining to any Interest Determination Date is the earlier of (i) the 10th
calendar day after such Interest Determination Date or, if any such day is not
a Business Day, the next succeeding Business Day and (ii) the Business Day next
preceding the relevant Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified above, interest payments for this Note will
include interest accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid (or from and including the date
of issue, if no interest has been paid with respect to this Note) to but
excluding the Interest Payment Date. Accrued interest hereon from the Issue
Date or from the last date for which interest hereon has been paid, as the case
may be, shall be an amount calculated by multiplying the principal amount of
this Note as set forth above by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factors calculated for
each day from the Issue Date, or from the last date to which interest shall
have been paid, as the case may be, to the date for which accrued interest is
being calculated. Unless otherwise specified above, the interest factor
(expressed as a decimal rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point) for each such day shall be computed by
dividing the interest rate (expressed as a decimal rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point) applicable to such
day by 360, in the case of the Commercial Paper Rate, CD Rate, LIBOR, Prime
Rate or Federal Funds Effective Rate, or by the actual number of days in the
year in the case of the Treasury Rate.
12
If this Note is denominated in a Specified Currency, unless the Holder
hereof has elected otherwise, or unless otherwise specified above, 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
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. "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
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 Holder of this Note by deductions
from such payments.
Unless otherwise indicated above, this Note may not be redeemed prior
to Maturity. If so indicated above, this Note may be redeemed, at the option of
the Corporation, 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 Holder of the Note designated for redemption at
Holder's address 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 or trust company
in the
13
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 canceled 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.
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 Holders 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 dates
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.
14
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 Securities denominated in a Specified
Currency, in such minimum denomination not less that 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.
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.
15
CENDANT CORPORATION
By:____________________________
Title:
THE BANK OF NOVA SCOTIA
TRUST COMPANY OF NEW YORK, as Trustee Attest:
By:____________________________________ _______________________________
Authorized Signatory Title: Assistant Secretary
[SEAL]
16
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.
17
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.
18