Exhibit 4.1
Cendant Corporation
Zero-Coupon Convertible Debentures due 2021
------------------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 1, 2002
TO
INDENTURE
Dated as of May 4, 2001
------------------------------------------------------------------
The Bank of New York
TRUSTEE
------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
ARTICLE 1
AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE
Section 1.1 Amendment to Section 3.7(a).................................2
Section 1.2 Amendment to Exhibit A-1....................................2
Section 1.3 Interest....................................................2
Section 1.4 Amendment to Section 6.1....................................2
ARTICLE 2
MISCELLANEOUS
Section 2.1 Execution of Supplemental Indenture.........................3
Section 2.2 Trust Indenture Act Controls................................3
Section 2.3 Notices.....................................................3
Section 2.4 Separability Clause.........................................4
Section 2.5 GOVERNING LAW...............................................4
Section 2.6 Successors..................................................4
Section 2.7 Multiple Originals..........................................4
FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2002 (herein
called the "Supplemental Indenture") between CENDANT CORPORATION, a
Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee"), to the Indenture dated as
of May 4, 2001, between the Company and the Trustee (hereinafter called the
"Original Indenture"). Capitalized terms used in this Supplemental
Indenture and not other wise defined herein shall have the meanings set
forth in the Original Indenture.
RECITALS
WHEREAS, the Company has duly authorized the issuance from time to
time of its Zero-Coupon Convertible Debentures due 2021 (the "Securities")
pursuant to the Original Indenture;
WHEREAS, in accordance with Section 9.1 of the Original Indenture,
the Company and the Trustee may enter into supplemental indentures to the
Original Indenture without the consent of the Holders of Securities to,
among other things, add to the Company's covenants for the benefit of the
Securityholders or to surrender any right or power conferred upon the
Company, so long as such changes do not materially and adversely affect the
interests of any Securityholder;
WHEREAS, the Company desires to amend and supplement the Original
Indenture in accordance with the terms thereof; and
WHEREAS, the Company has determined that the requirements of
Article IX of the Original Indenture have been satisfied and has requested
the Trustee to join with it in the execution and delivery of this
Supplemental Indenture; all requirements necessary to make this
Supplemental Indenture a valid instrument in accordance with its terms have
been met; and the execution and delivery hereof have been in all respects
duly authorized by the Company;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of
the Holders of the Securities:
ARTICLE 1
AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE
Section 1.1 Amendment to Section 3.7(a).
Section 3.7(a) of the Original Indenture is hereby amended by
inserting the words "May 4, 2003," following the words "May 4, 2002," which
appear in the first sentence thereof.
Section 1.2 Amendment to Exhibit A-1.
The first paragraph of Paragraph 6 of the Form of Global Security
attached as Exhibit A-1 to the Original Indenture is hereby amended by
inserting the words "May 4, 2003," following the words "May 4, 2002," which
appear in the third line of such paragraph.
Section 1.3 Interest.
Notwithstanding anything to the contrary in the Original Indenture
and the Form of Global Security attached as Exhibit A-1 thereto, the
Company will pay cash interest on the Securities at a rate of 3% per annum
beginning May 5, 2002 through and including May 4, 2003. Cash interest will
be paid semi-annually on November 4, 2002 and May 5, 2003 to Holders of
record at the close of business on October 4, 2002 and April 4, 2003,
respectively.
Section 1.4 Amendment to Section 6.1.
Section 6.1 of the Original Indenture is hereby amended by
deleting and removing the words "(after an Upward Interest Adjustment or
any election by the Company to pay cash interest on the Securities
following a Tax Event)," which appear in clause (2) thereof.
ARTICLE 2
MISCELLANEOUS
Section 2.1 Execution of Supplemental Indenture.
This Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Original Indenture and, as provided in
Section 9.7 of the Original Indenture, this Supplemental Indenture forms a
part thereof. The Original Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
Section 2.2 Trust Indenture Act Controls. If any provision of this
Supplemental Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA,
the required provision shall control.
Section 2.3 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows
or transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:
if to the Company:
Cendant Corporation
9 West 57th Street
New York, New York 10019
Attn: Secretary
Telephone No.: (212) 413-1800
Facsimile No.: (212) 413-1922
if to the Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
Telephone No.: (212) 328-7629
Facsimile No.: (212) 896-7294
Attn: Corporate Trust Administration
The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subse quent notices or communications.
Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.
Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to the
Securityholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not received by the addressee.
If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar,
Paying Agent, Conversion Agent or co-registrar.
Section 2.4 Separability Clause. In case any provision in the
Supplemental Indenture, the Original Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 2.5 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS SUPPLEMENTAL INDENTURE.
Section 2.6 Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successor. All agreements of the
Trustee in this Supplemental Indenture shall bind its successor.
Section 2.7 Multiple Originals. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Supplemental Indenture.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this First Supplemental Indenture on behalf of the respective
parties hereto as of the date first above written.
CENDANT CORPORATION
By: /s/ Eric J. Bock
-------------------------------
Name: Eric J. Bock
Title: Executive Vice President,
Law and Secretary
THE BANK OF NEW YORK
By: /s/ Julie Salovitch-Miller
------------------------------
Name: Julie Salovitch-Miller
Title: Vice President