FORM OF
RIGHTS AGREEMENT
BETWEEN
CENDANT CORPORATION
AND
BANK ONE TRUST COMPANY, N.A
RIGHTS TO PURCHASE NEW FELINE PRIDES
,1999
RIGHTS AGREEMENT
This RIGHTS AGREEMENT (the "Agreement") is dated as of
1999, between Cendant Corporation, a Delaware corporation (the "Company"),
and Bank One Trust Company, N.A., a national banking association, as
Rights Agent and Transfer Agent (the "Rights Agent" and the "Transfer
Agent").
RECITALS
WHEREAS, the Company has entered a certain Stipulation and
Agreement of Compromise and Settlement dated as of March 17, 1999 (the
"Settlement Agreement") under which the Company is obligated to issue up to
29,161,474 Rights (the "Rights") entitling each holder thereof to two New
FELINE PRIDES for every three Rights delivered with two Current FELINE
PRIDES; and
WHEREAS, the Rights Agent, at the request of the Company, has
agreed to act as the agent of the Company in connection with the issuance,
registration, transfer, exchange and exercise of the Rights;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereto agree as follows:
AGREEMENT
1. Certain Definitions
For purposes of this Agreement, the following terms have the
meanings indicated:
(a) "Current FELINE PRIDES" mean the Income PRIDES ("Current
Income PRIDES") and Growth PRIDES ("Current Growth PRIDES") that were
issued pursuant to a prospectus and prospectus supplement, dated February
23, 1998, and February 24, 1998, respectively.
(b) "New FELINE PRIDES" mean the new Income PRIDES (the "New
Income PRIDES") and new Growth PRIDES (the "New Growth PRIDES") to be
issued pursuant to the Settlement Agreement. Each new Income PRIDES will
consist of a purchase contract (a "Purchase Contract") to purchase shares
of common stock of the Company, $.01 par value per share (collectively, the
"Common Stock") and a trust originated preferred security equal to $50 (the
"Preferred Security") representing a preferred undivided beneficial
interest in the assets of Cendant Capital II, a statutory business trust
formed under the Business Trust Act of the State of Delaware (the "Delaware
Business Trust Act"). Each New Growth PRIDES will consist of a Purchase
Contract and a 1/20 interest in a U.S. Treasury Security maturing on
February 15, 2001, with a face amount at maturity of $1,000 (a "Treasury
Security").
(c) "Additional FELINE PRIDES" mean the additional Income PRIDES
(the "Additional Income PRIDES") and additional Growth PRIDES (the
"Additional Growth PRIDES") to be issued pursuant to the Settlement
Agreement. Each Additional Income PRIDES will consist of a Purchase
Contract and a Preferred Security. Each Additional Growth PRIDES will
consist of a Purchase Contract and a Treasury Security.
(d) "Special FELINE PRIDES" mean the special Income PRIDES (the
"Special Income PRIDES") and special Growth PRIDES (the "Special Growth
PRIDES") to be issued pursuant to the Settlement Agreement. Each Special
Income PRIDES will consist of a Purchase Contract and a trust originated
preferred security equal to $50 representing a preferred undivided
beneficial interest in the assets of Cendant Capital III, Cendant Capital
IV and Cendant Capital V, each a statutory business trust formed under the
Business Trust Act of the State of Delaware (the "Delaware Business Trust
Act"). Each Special Growth PRIDES will consist of a Purchase Contract and
a Treasury Security.
(e) "FELINE PRIDES" shall mean, as the context requires, the
Current FELINE PRIDES, Additional FELINE PRIDES and Special FELINE PRIDES.
(f) "Income PRIDES" shall mean, as the context requires, the
Current Income PRIDES, Additional Income PRIDES and Special Income PRIDES.
(g) "Growth PRIDES" shall mean, as the context requires, the
Current Growth PRIDES, Additional Growth PRIDES and Special Growth PRIDES.
(h) "Distribution Date" means the date of distribution of the
Rights, which will be no later than five (5) business days from the date on
which each and all of the conditions in Section VI of the Settlement
Agreement, set forth in Exhibit B hereof, have been satisfied.
2. Appointment of Rights Agent.
The Company hereby appoints the Rights Agent to act as agent for
the Company in accordance with the instructions hereinafter set forth; and
the Rights Agent hereby accepts such appointment, upon the terms and
conditions hereinafter set forth.
3. Amount Issued.
Pursuant to the Settlement Agreement and subject to the provisions
of this Agreement, the Company shall issue up to 29,161,474 transferable
Rights enabling each holder thereof to exchange two Current, Additional or
Special FELINE PRIDES and three Rights for two New FELINE PRIDES.
4. Form of Rights Certificates.
The Rights shall be evidenced by certificates (the "Rights
Certificates") to be delivered pursuant to this Agreement, in registered
form only. The Rights Certificates and the forms of election to exchange
and of assignment to be printed on the reverse thereof shall be in
substantially the form set forth in Exhibit A hereto together with such
appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law or with any rules
made pursuant thereto or with any rules of any securities exchange, any
agreement between the Company and any holder of a Right, or as may,
consistently herewith, be determined by the officers executing such Rights
Certificates, as evidenced by their execution of such Rights Certificates.
5. Execution of Rights Certificates.
Rights Certificates shall be signed on behalf of the Company by its
Chairman, President, a Vice President or its Treasurer and attested by its
Secretary or Assistant Secretary. If the Rights Agent manually
countersigns such Rights Certificates on behalf of the Company, each such
signature upon the Rights Certificates may be in the form of a facsimile
signature of the current or any future Chairman, President, Vice President,
Treasurer, Secretary or Assistant Secretary and may be imprinted or
otherwise reproduced on the Rights Certificates and for that purpose the
Company may adopt and use the facsimile signature of any person who shall
have been Chairman, President, Vice President, Treasurer, Secretary or
Assistant Secretary, notwithstanding the fact that at the time the Rights
Certificates shall be delivered or disposed of, such person shall have
ceased to hold such office.
If any officer of the Company who shall have signed any of the
Rights Certificates shall cease to be such officer before the Rights
Certificates so signed shall have been delivered by the Rights Agent or
disposed of by the Company, such Rights Certificates nevertheless may be
delivered or disposed of as though such person had not ceased to be such
officer of the Company; and any Rights Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of
such Rights Certificate, shall be a proper officer of the Company to sign
such Rights Certificate, notwithstanding that on the date of the execution
of this Agreement any such person was not such officer.
6. Issue of Rights Certificates.
As soon as practicable after the Distribution Date, the Rights
Agent will send by first-class, insured, postage prepaid mail, to each
person set forth on the list provided by the Company, at the address of
such holder as shown on the records of the Company, a Rights Certificate,
evidencing the number of Rights set forth on such list. As of and after
the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.
7. Registration of Rights Certificate
The Rights Certificates shall be numbered and shall be registered
in a register (the "Rights Register") to be maintained by the Rights Agent.
The Company and the Rights Agent may deem and treat the registered holder
of a Rights Certificate as the absolute owner thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise thereof or any distribution to the holder thereof
and for all other purposes, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary.
8. Registration of Transfers and Exchanges.
Until the Close of Business on the Expiration Date (as hereinafter
defined), the Rights Agent shall from time to time register the transfer of
any outstanding Rights Certificates in the Rights Register, upon surrender
of such Rights Certificates, duly endorsed, and, if not surrendered by or
on behalf of an Original Holder of Rights Certificates accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Rights Agent, duly signed by the registered holder or holders thereof or by
the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by an "eligible guarantor
institution" as defined under Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended. Upon any such registration of transfer, a
new Rights Certificate shall be issued to the transferee.
Rights Certificates may be exchanged at the option of the holder or
holders thereof, when surrendered to the Rights Agent at its offices or
agency maintained in [ ] (or at such other offices or
agencies as may be designated by the Agent) for the purpose of exchanging,
transferring and exercising the Rights, (a "Rights Agent Office,") or at
the offices of any successor Rights Agent as provided in Section 20 hereof,
for another Rights Certificate or other Rights Certificates of like tenor
and representing in the aggregate a like number of Rights.
9. Duration and Exercise of Rights; Rights Price.
(a) The Rights shall expire at 5:00 p.m. Eastern Standard Time
(the "Close of Business") on February 14, 2001 (the "Expiration Date").
Until the Close of Business on the Expiration Date, the Rights may be
exercised on any business day. After the Close of Business on the
Expiration Date, the Rights will become void and of no value and all
related Company obligations shall expire.
(b) (i) Subject to the terms of this Agreement, each holder of
Rights shall have the right, from the time the Rights are distributed
until the Close of Business on the Expiration Date, to purchase from the
Company upon exercise of three Rights, for a consideration consisting of
two Income PRIDES, two New Income PRIDES, upon surrender to the Company,
at the principal office of the Rights Agent, of the instruments
specified in paragraph (c) below. In order to exercise Rights, the
record owner of the Rights and the Income PRIDES tendered in connection
therewith must be identical.
(ii) Notwithstanding the foregoing, no holder of Rights will
be entitled to exercise such Rights for New Growth PRIDES unless (i)
such holder received Rights as part of the original distribution of
the Rights, as evidenced by its inclusion on the list supplied by the
Company pursuant to Section 6 and the number of Rights to be exercised
for New Growth PRIDES doe not exceed, together with all other Rights
so exercised by such holder, the number of Rights originally
distributed to such holder or (ii) the Company otherwise agrees. If a
holder of Rights who is not entitled to exercise Rights for Growth
PRIDES attempts to so exercise Rights, the Rights certificate shall be
returned to such holder as soon as practicable with a notice of
rejection.
(c) A Rights holder shall exercise such holder's right to exchange
Rights and Current FELINE PRIDES for New FELINE PRIDES:
(i) by depositing with the Rights Agent at the Rights Agent
Office the Rights Certificate evidencing such Rights with the form of
election to purchase on the reverse thereof duly completed and signed
by the registered holder or holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney. Such
signature shall be guaranteed in the manner described in Section 8
hereof unless (1) the form of Election provides that the New FELINE
PRIDES are to be delivered directly to the record owner of those
Rights, or (2) the Rights Certificate is submitted for the account of
a member firm of a registered national securities exchange or a member
of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in
the United States, and
(ii) by depositing with the Rights Agent at a Rights Agent
Office the FELINE PRIDES certificate representing the requisite amount
of FELINE PRIDES or by effecting a book entry transfer of the
requisite amount of FELINE PRIDES;
(d) Once a Rights holder exercises such holder's Rights, such
exercise may not be revoked.
(e) The Rights evidenced by a Rights Certificate shall be
exercisable, at the election of the registered holder thereof, in whole or
in part from time to time up to an aggregate amount equal to the number of
Rights specified in the Rights Certificate. If less than all of the Rights
evidenced by a Rights Certificate surrendered upon the exercise of Rights
are exercised at any time prior to the Expiration Date, a new Rights
Certificate or Certificates shall be issued for the number of Rights
evidenced by the Rights Certificate so surrendered that have not been
exercised.
(f) The Rights Agent shall account promptly to the Company with
respect to Rights exercised.
(g) If either the number of Rights being exercised is not
specified on a Rights Certificate, or the number of FELINE PRIDES is not
sufficient to pay the full aggregate consideration for all New FELINE
PRIDES stated to be subscribed for, the Rights holder will be deemed to
have exercised the maximum number of Rights that could be exercised for the
consideration delivered by such Rights holder. If the consideration
delivered by the Rights holder exceeds the aggregate consideration for the
number of Rights evidenced by the Rights Certificate(s) delivered by such
Rights holder, the consideration will be applied to subscribe for New
FELINE PRIDES up to the maximum payment required for use of all evidenced
Rights. Any excess consideration remaining after the foregoing allocation
will be returned to the Rights holder.
(h) The consideration for the New FELINE PRIDES shall be paid as
follows: (i) if the registered holder of Rights Certificates uses Current
FELINE PRIDES as part of the consideration for the New FELINE PRIDES, the
consideration shall be paid directly to the Rights Agent; (ii) if the
registered holder of Rights Certificates uses Additional or Special FELINE
PRIDES as part of the consideration for the New FELINE PRIDES, the
consideration shall be paid to Merrll Xxxxx & Co., as broker-dealer, which
shall forward such consideration to the Rights Agent. In either case, the
Rights Agent shall deliver the New FELINE PRIDES directly to such
registered holder of Rights Certificates.
(i) The Company covenants that all New FELINE PRIDES issued upon
exercise of the Rights will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all liens,
charges and security interests created by or imposed upon the Company with
respect to the issuance thereof.
10. Cancellation of Rights.
If the Company shall purchase or otherwise acquire Rights, the
Rights Certificates representing such Rights shall thereupon be delivered
to the Rights Agent and be canceled by it and retired. The Rights Agent
shall cancel all Rights Certificates surrendered for exchange,
substitution, transfer or exercise in whole or in part.
11. Payment of Taxes.
The Company shall pay all documentary stamp taxes attributable to
the initial issuance of Rights, New FELINE PRIDES, Additional FELINE PRIDES
and Special FELINE PRIDES; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue of any Rights Certificates or any
certificates for New FELINE PRIDES, Additional FELINE PRIDES or Special
FELINE PRIDES in a name other than the registered Holder of a Rights
Certificate surrendered upon the exercise of a Right, and the Company shall
not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid or adequate
provision has been made for the payment thereof.
12. Mutilated or Missing Rights Certificates.
If any of the Rights Certificates shall be mutilated, lost, stolen
or destroyed, the Company may in its discretion issue, and the Rights Agent
shall deliver, in exchange and substitution for and upon cancellation of
the mutilated Rights Certificate, or in lieu of and substitution for the
Rights Certificate lost, stolen or destroyed, a new Rights Certificate of
like tenor and representing an equivalent number of Rights, but only upon
receipt of evidence satisfactory to the Company and the Rights Agent of
such loss, theft or destruction of such Rights Certificate and indemnity or
bond, if requested, also satisfactory to them. Applicants for such
substitute Rights Certificates shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company or the
Rights Agent may prescribe.
13. Transfer, Split up, Combination and Exchange of Rights Certificate.
At any time after the close of business on the Distribution Date,
and at or prior to the close of business on the Expiration Date, any Rights
Certificate or Rights Certificates may be transferred, split up, combined
or exchanged for another Rights Certificate or Rights Certificates,
entitling the registered holder to exchange such Rights Certificate or
Rights Certificates for the number of New FELINE PRIDES evidenced by such
Rights Certificate or Rights Certificates. Any registered holder desiring
to transfer, split up, combine or exchange any Rights Certificate shall
make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Rights Certificates to be transferred,
split up, combined or exchanged at the principal office of the Rights
Agent. Thereupon the Rights Agent shall deliver to the Persons entitled
thereto the Rights Certificate or Rights Certificates, as the case may be,
as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Rights Certificates.
14. Registration of New FELINE PRIDES, Additional FELINE PRIDES
and Special FELINE PRIDES.
The Company has filed with the SEC registration statements for the
New FELINE PRIDES, the Additional FELINE PRIDES and Special FELINE PRIDES
on Forms S-3, each of which have been or will be declared effective. The
Company will use its best efforts to keep the registration statements
continuously effective from the date hereof through the Close of Business
ten (10) business days following the Expiration Date. So long as any
unexpired Rights remain outstanding, the Company will take all necessary
action to obtain and keep effective any and all permits, consents and
approvals of government agencies and authorities and to make filings under
federal and state securities acts and laws, which may be or become
necessary in connection with the issuance, sale, transfer and delivery of
the Rights Certificates, the exercise of the Rights and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of Rights.
15. Furnishing Prospectus to Registered Holders of Rights Certificates
The Rights Agent, on behalf of the Company, will furnish a copy
of the prospectus included as part of the registration statement for the
New FELINE PRIDES to (1) any person to whom Rights shall have been issued
pursuant to the terms hereof, on or before the delivery of such Rights, and
(2) every exercising registered holder of Rights Certificates with, or
prior to, the delivery of the New FELINE PRIDES; provided, however, that,
if such holder has been previously provided a prospectus, the Rights Agent
will not be obligated to provide a prospectus to such holder. The Company
will supply the Rights Agent with sufficient copies of the prospectus to
perform its delivery duties as provided for in this Section 15.
The Rights Agent will also make available appropriately signed and
countersigned New FELINE PRIDES upon the exchange of such Rights for the
New FELINE PRIDES.
16. Merger, Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Rights
Agent shall be a party, or any corporation succeeding to the shareholder
services business of the Rights Agent, shall be the successor to the Rights
Agent hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 20.
17. Rights Agent.
The Rights Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Rights Certificates, by their acceptance
thereof, shall be bound:
(a) The Rights Agent shall not be responsible for any failure of
the Company to comply with any of the covenants contained in this Agreement
or in the Rights Certificates to be complied with by the Company nor shall
it at any time be under any duty or responsibility to any holder of a Right
to make or cause to be made any adjustment in the number of New FELINE
PRIDES issuable upon exercise of any Rights, or in the consideration for
the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed
by the Company)
(b) The Company agrees to indemnify the Rights Agent and save it
harmless against any and all losses, liabilities and expenses, including
judgments, costs and reasonable counsel fees and expenses, for anything
done or omitted by the Rights Agent arising out of or in connection with
this Agreement except as a result of its negligence or bad faith.
(c) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or
performing the provisions of this Agreement.
(d) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from
the Chairman, the President, any Vice President, the Controller, the
Treasurer or an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer or in good faith reliance upon any
statement signed by any one of such officers of the Company with respect to
any fact or matter (unless other evidence in respect thereof is herein
specifically prescribed) which may be deemed to be conclusively proved and
established by such signed statement.
18. Change of Rights Agent.
If the Rights Agent shall resign (such resignation to become
effective not earlier than sixty (60) days after the giving of written
notice thereof to the Company and the registered holders of Rights
Certificates) or shall become incapable of acting as Rights Agent or if the
Board of Directors of the Company shall by resolution remove the Rights
Agent (such removal to become effective not earlier than thirty (30) days
after the filing of a certified copy of such resolution with the Rights
Agent and the giving of written notice of such removal to the registered
holders of Rights Certificates), the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within
a period of thirty (30) days after such removal or after it has been so
notified in writing of such resignation or incapacity by the Rights Agent
or by the registered holder of a Rights Certificate (in the case of
incapacity), then the registered holder of any Rights Certificate may apply
to any court of competent jurisdiction for the appointment of a successor
to the Rights Agent. Pending appointment of a successor to the Rights
Agent, either by the Company or by such court, the duties of the Rights
Agent shall be carried out by the Company. Any successor Rights Agent,
whether appointed by the Company or by such court, shall be a bank or trust
company, in good standing, incorporated under the laws of any state or of
the United States of America. As soon as practicable after appointment of
the successor Rights Agent, the Company shall cause written notice of the
change in the Rights Agent to be given to each of the registered holders of
the Rights Certificates at such holder's address as appears on the Rights
Register. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed. The former
Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder and execute and deliver, at the
expense of the Company, any further assurance, conveyance, act or deed
necessary for the purpose. Failure to give any notice provided for in this
Section 20 or any defect therein, shall not affect the legality or validity
of the removal of the Rights Agent or the appointment of a successor Rights
Agent, as the case may be.
19. Rights of Action.
All rights of action in respect of this Agreement are vested in the
respective registered holders of the Rights Certificates; and any
registered holder of any Rights Certificate without the consent of the
Rights Agent or of the holder of any other Rights Certificate, may, on his
own behalf and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise
act in respect of, his right to exercise the Rights evidenced by such
Rights Certificate in the manner provided in such Rights Certificate in
this Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders
of Rights would not have an adequate remedy at law for any breach of this
Agreement and shall be entitled to specific performance of the obligations
hereunder and injunctive relief against actual or threatened violations of
the obligations hereunder of any Person subject to this Agreement. Holders
of Rights shall be entitled to recover the reasonable costs and expenses,
including attorney's fees, incurred by them in any action to enforce the
provisions of this Agreement.
20. Right holder Not Deemed a Stockholder.
Nothing contained in this Agreement or in any of the Rights
Certificates shall be construed as conferring upon the holders thereof the
right to vote or to receive dividends or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or for the election
of directors of the Company or any other matter, or any rights whatsoever
as stockholders of the Company.
21. Notices to Company and Rights Agent.
Any notice or demand authorized by this Agreement to be given or
made by the Rights Agent or by any registered holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if
sent by mail, first-class or registered, postage prepaid, addressed (until
another address is filed in writing by the Company with the Rights Agent),
as follows:
Cendant Corporation
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: [ ]
If the Company shall fail to maintain such office or agency or
shall fail to give such notice of any change in the location thereof,
presentation may be made and notices and demands may be served at the
principal office of the Rights Agent.
Any notice pursuant to this Agreement to be given by the Company or
by any registered holder of any Rights Certificate to the Rights Agent
shall be sufficiently given if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Rights Agent
with the Company), as follows:
Bank One Trust Company, N.A.
0 Xxxxx Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: [ ]
The Rights Agent maintains a Rights Agent Office at .
22. Supplements and Amendments.
The Company and the Rights Agent may from time to time supplement
or amend this Agreement without approval of any holders of Right
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein or (iii) to change or
supplement the provisions hereunder in any manner which shall not adversely
affect the interests of the holders of Rights Certificates. Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the
terms of this Section 24, the Rights Agent shall execute such supplement or
amendment unless the Rights Agent shall have determined in good faith that
such supplement or amendment would adversely affect its interests under
this Agreement. Any supplement or amendment of this Rights Agreement shall
be in writing and signed on behalf of the Company and the Rights Agent.
23. Successors.
All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.
24. Termination.
This Agreement shall terminate on the Close of Business on a date
which is fifteen business days after the Expiration Date. Upon termination
of this Agreement, the Rights Agent shall retain all canceled Rights
Certificates and related documentation as required by applicable law.
25. Governing Law.
This Agreement and each Rights Certificate issued hereunder shall
be deemed to be a contract made under the laws of the State of New York and
for all purposes shall be construed in accordance with the internal laws of
the State of New York without regard to principles of conflict of law or
choice of laws of the State of New York or any other jurisdiction which
would cause the application of any laws other than of the State of New
York.
26. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any person
or corporation other than the Company, the Rights Agent and the registered
holders of the Rights Certificates any legal or equitable right, remedy or
claim under this Agreement, and this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights Certificates.
27. Counterparts.
This Agreement may be executed in a number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
28. Headings.
The headings of sections of this Agreement have been inserted for
convenience of reference only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF the parties hereto have caused this Rights
Agreement to be executed and delivered as of the day and year first above
written.
CENDANT CORPORATION
By: ________________________
Name:
Title:
BANK ONE TRUST COMPANY, N.A.
By: ___________________________
Name:
Title:
Exhibit A
Form of Rights Certificate
Certificate No. - ____________ Rights
NOT EXERCISABLE AFTER FEBRUARY 14, 2001
Rights Certificate
CENDANT CORPORATION
This certifies that ------------------------, or its registered
assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions
and conditions of the Rights Agreement dated as of ,
1999, (the "Rights Agreement") between Cendant Corporation, a Delaware
corporation (the "Company"), and the Bank One Trust Company, N.A., as
rights agent (the "Rights Agent"), to exchange at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M. (New York time) on February 14, 2001, at the principal
office of the Rights Agent in [ ], three Rights combined with two
Income PRIDES or two Growth (as such terms are defined in the Rights
Agreement) for two New Income PRIDES or two New Growth PRIDES, as the case
may be (as such terms are defined in the Rights Agreement), or integral
multiples thereof, upon presentation and surrender of this Rights
Certificate with the appropriate Form of Election to exchange duly
executed.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office of the Rights Agent,
may be exchanged for another Rights Certificate or Rights Certificates of
like tenor and date evidencing Rights entitling the holder to exchange such
Rights Certificate or Rights Certificates for a like aggregate number of
New FELINE PRIDES as the Rights evidenced by the Rights Certificate or
Rights Certificates surrendered. In the event that this Rights Certificate
is exercised, the holder hereof shall be entitled to receive this Rights
Certificate duly marked to indicate that such exercise has occurred as set
forth in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled
to vote or receive dividends or be deemed for any purpose to be the holder
of New FELINE PRIDES or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or, to receive notice of meetings or other actions
affecting shareholders (except as provided in the Rights Agreement), until
the Right or Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of , 1999.
ATTEST: [Seal] CENDANT CORPORATION
______________________ By: ________________________
Name: Name:
Title: Title:
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer
the Rights Certificate.)
FOR VALUE RECEIVED --------------------------------------------------------
hereby sells, assigns and transfers unto --------------------------
(Please print name and address of transferee) -----------------------------
this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocable constitute and appoint ---------------
------------- Attorney, to transfer the within Rights Certificate on the
books of the within-named Company, with full power of substitution.
Dated: ----------------------------
_____________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by an eligible guarantor institution (a bank,
stock broker, savings and loan association or credit union with membership
in an approved signature guarantee medallion program) pursuant to Rule
17Ad-15 of the Securities Exchange Act of 1934.
FORM OF ELECTION TO EXCHANGE
(To be executed if holder desires to exercise the Rights Certificate
pursuant to Sections 9, 10 or 11 of the Rights Agreement)
TO CENDANT CORPORATION:
The undersigned hereby irrevocably elects to exercise
Rights represented by this Rights Certificate to exchange
FELINE PRIDES for New FELINE PRIDES issuable upon the exercise of the
Rights and requests that certificates for such New FELINE PRIDES be issued
in the name of and delivered to:
______________________________________________________________________
(Please insert social security or other identifying number)
______________________________________________________________________
(Please print name and address)
______________________________________________________________________
The Rights Certificate indicating the balance, if any, of such
Rights which may still be exercised pursuant to Sections 9, 10 or 11 of the
Rights Agreement shall be returned to the undersigned unless such person
requests that the Rights Certificate be registered in the name of and
delivered to:
______________________________________________________________________
Please insert social security or other identifying number
(complete only if Rights Certificate is to be registered in a name other
than the undersigned)
______________________________________________________________________
(Please print name and address)
______________________________________________________________________
Date: _________________
__________________
Signature
Signature Guaranteed:
Signatures must be guaranteed, if required under Sections 9, 10 or 11 of
the Rights Agreement, by an eligible guarantor institution (a bank, stock
broker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of
the Securities Exchange Act of 1934.
