Exhibit 4.3
THIS 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. 151313AS2
ISIN No. US151313AS27
Certificate No. 1 $
CENDANT CORPORATION
7.125% SENIOR NOTES DUE 2015
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 MILLION DOLLARS
($ ) on March 15, 2015, and to pay interest on said principal sum
from March 11, 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 March 15 and September 15 of each year,
commencing on September 15, 2003 at the annual rate of 7.125% (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 7.125% 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 March 1 or
September 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: March 11, 2003
CENDANT CORPORATION
By: _______________________________
Name: Eric J. Bock
Title: Executive Vice President, Law
and Corporate Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the
within-mentioned Indenture.
Dated: March 11, 2003
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
as Trustee
By: _______________________________
Name:
Title:
TERMS OF NOTES
7.125% SENIOR NOTE DUE 2015
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, coupon and other
terms 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
semi- annual basis (assuming a 360-day year consisting of twelve 30 day
months), at the Treasury Rate plus 50 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 the Reference Treasury Dealer
Quotations obtained.
"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 5:00 p.m., New York City time on the
third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means (1) each of Salomon Smith
Barney Inc. and UBS Warburg LLC 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 the United States (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)
change the Stated Maturity of the principal of, or any installment of interest
on, the Notes or reduce the principal amount thereof or the rate 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 will 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:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Insert assignee's social security or tax identification number)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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)