Exhibit 4.2
HIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP No. 151313AQ6
ISIN No. US151313AQ60
Certificate No. $
CENDANT CORPORATION
6.250% SENIOR NOTES DUE 2008
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 Cede & Co., or its
registered assigns, the principal sum of DOLLARS
($ ) on January 15, 2008, and to pay interest on said principal sum
from January 13, 2003 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, semiannually on January 15 and July 15 of each year, commencing on
July 15, 2003 at the annual rate of 6.250% (the "Interest Rate") until the
principal hereof is paid or duly made available for payment, 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 6.250% until such principal, premium or
installment of interest, as the case may be, is paid or duly made available for
payment, compounded semiannually.
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 Note 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 Note (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date, whether or not such day is a Business Day, for such
interest installment, which shall be the January 1 or July 1, as the case may
be, next preceding such 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 Note (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 Notes not more than 15 days and not less
than 10 days prior to such special record date, or may be paid 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.
The principal of (and premium, if any) and the interest on this Note
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 ("U.S.
Currency"); 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.
The provisions of this Note are continued on the attached "Terms of
Notes" 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: January 13, 2003
CENDANT CORPORATION
By: _______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in
the within-mentioned Indenture.
Dated: January 13, 2003
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
as Trustee
By: _______________________________
Name:
Title:
TERMS OF NOTES
6.250% SENIOR NOTE DUE 2008
1. Indenture
This Note 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 January 13, 2003 (the "Indenture"), duly executed
and delivered between the Company and The Bank of Nova Scotia Trust Company of
New York, as Trustee (the "Trustee"), 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.
2. Additional Securities
The Company may, without the consent of any of the Holders of these
Notes, issue additional Securities having the same tenor as these Notes so that
the additional Securities and these Notes form a single series.
3. Redemption at the Option of the Company
The Notes are redeemable, at the option of the Company, in whole at any
time or in part from time to time (the "Redemption Date"), on at least 30 days
but not more than 60 days prior notice mailed to the registered address of each
Holder of Notes, at a redemption price (the "Redemption Price") equal to the
greater of (i) the principal amount of the Notes to be redeemed or (ii) the sum
of the present values of the Remaining Scheduled Payments discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30 day months),
at the Treasury Rate plus 45 basis points, plus, in the case of each of clauses
(i) and (ii) above, accrued interest to the date of redemption.
For purposes of the preceding paragraph, the following definitions
shall apply:
"Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the second Business Day immediately preceding
such Redemption Date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
"Comparable Treasury Issue" means the fixed rate United States
Treasury security selected by an Independent Investment Banker as
having a maturity most comparable to the remaining term of the Notes
(and which are not callable prior to maturity) to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practices, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest or lowest of such Reference Treasury
Dealer Quotations for such Redemption Date, or (B) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m., New York City time on the third
Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means (1) each of J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc. and, in each case, their
respective successors; provided, however, that if either of them ceases
(either directly or through an affiliate) to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company may substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer
and (2) any other U.S. Government securities dealers selected by the
Company.
"Remaining Scheduled Payments" means, with respect to each
note to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon, calculated at the Interest Rate, that
would be due after the related Redemption Date but for such redemption;
provided, however, that, if such Redemption Date is not an interest
payment date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such Redemption Date.
On and after the Redemption Date, interest shall cease to accrue on the
Notes or any portion thereof called for redemption unless the Company shall fail
to make any redemption payment. On or before the Redemption Date, the Company
shall deposit with a Paying Agent (or the Trustee) money in U.S. Currency
sufficient to pay the Redemption Price of and accrued interest on the Notes to
be redeemed on such Redemption Date. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee in
accordance with Article Eleven of the Indenture.
4. Sinking Fund
The Notes are not entitled to the benefit of any sinking fund.
5. Events of Default
In case an Event of Default shall have occurred and be continuing, the
principal of all of the Notes 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.
6. Amendment; Waiver
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 Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purposes 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 Notes; 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 therein), or reduce any premium payable upon
the redemption thereof, without the consent of the Holder of each Note so
affected or (ii) reduce the aforesaid percentage of Notes, the Holders of which
are required to consent to any such supplemental indenture, without the consent
of the Holders of each Note 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 Notes 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 Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange for or in place hereof (whether by registration or transfer
or otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Note.
7. Persons Treated as Holders
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered Holder hereof on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the Corporate Trust Office of the Trustee in the City of New York
and State of New York 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 Notes 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 Note, 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 Note 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.
8. No Recourse Against Others
No recourse shall be had for the payment of the principal of or the
interest on this Note, 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.
9. Denominations; Transfer; Exchange
The Notes may be issued in whole or in part in the form of one or more
fully registered Notes without coupons in denominations of $1,000 and any
integral multiple thereof (each a "Global Note") which initially shall be
deposited with, or on behalf of, The Depository Trust Company (the "Depositary")
and registered in the name of the Depositary's nominee in either temporary or
permanent form. As provided in the Indenture and subject to certain limitations
therein set forth, Notes of this series so issued are exchangeable for a like
aggregate amount of Notes of this series of a different authorized denomination,
as requested by the Holder surrendering the same.
Unless and until it is exchanged for the Notes in registered form, a
Global Note may be transferred, in whole but not in part, only to another
nominee of the Depositary, or to a successor Depositary selected or approved by
the Company or to a nominee of such successor Depositary.
If at any time the Depositary notifies the Company that it is unwilling
or unable to continue as a Depositary or if at any time the Depositary 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 Depositary 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 Notes in certificated registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Note in exchange for such Global Note. In
addition, the Company may at any time determine that the Notes shall no longer
be represented by Global Note. In such event the Company will execute, and
subject to Section 3.03 of the Indenture, the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the Notes in certificated registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Note in exchange for such Global Note.
Upon the exchange of the Global Note for such Notes in certificated registered
form without coupons, in authorized denominations, the Global Note shall be
cancelled by the Trustee. Such Notes in certificated registered form issued in
exchange for the Global Note shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Notes to the Depositary for delivery to the persons
in whose names such Notes are so registered.
10. Defeasance
The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligations under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or Government Obligations sufficient
to pay and discharge the entire indebtedness on all Notes, and satisfies certain
other conditions, all as more fully provided in the Indenture.
11. Authentication
This Note 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.
12. Governing Law
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
13. Defined Terms
All terms used in this Note but not defined herein shall have the
meanings assigned to them in the Indenture.
14. Miscellaneous
The provisions of Section 3.07(b) of the Indenture shall not be
applicable to this series of Securities.
No reference herein to the Indenture and no provision of this Note 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 Note at the time and place and at the rate and in the money
herein prescribed.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT- __________Custodian_____
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with
right of survivorship ______________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Note on the books of the Company. 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 Note)