This excerpt taken from the CAR 8-K filed Jun 30, 2006.
On June 14, 2006, the Company commenced tender offers to purchase for cash $2.6 billion of its outstanding corporate debt, which includes (i) $800,000,000 aggregate principal amount of 6.250% Senior Notes due 2008 (the 2008 Notes), (ii) $350,000,000 aggregate principal amount of 6.250% Senior Notes due 2010 (the 2010 Notes), (iii) $1,200,000,000 aggregate principal amount of 7.375% Senior Notes due 2013 (the 2013 Notes) and (iv) $250,000,000 aggregate principal amount of 7.125% Senior Notes due 2015 (the 2015 Notes and, together with the 2008 Notes, the 2010 Notes and the 2013 Notes, the Notes). In conjunction with the tender offers, Cendant solicited consents for certain Amendments (defined below) to the Indenture, dated as of January 13, 2003 (the Indenture), by and between the Company and The Bank of Nova Scotia Trust Company of New York, as Trustee (the Trustee), pursuant to which each series of Notes was issued. The Indenture provides that a supplemental indenture may be entered into and become effective for a particular series of notes upon receipt of consents from holders representing a majority in aggregate principal amount of such series of notes. On June 28, 2006, the Company announced it had received tenders and consents from approximately 96.1% of its outstanding 2008 Notes, 96.0% of its outstanding 2010 Notes, 98.3% of its outstanding 2013 Notes and 98.8% of its outstanding 2015 Notes. The consents received from holders of each of the 2008 Notes, the 2010 Notes, the 2013 Notes and the 2015 Notes exceeded the requisite consents needed to amend the Indenture. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
On June 27, 2006, the Company entered into the First Supplemental Indenture, dated June 27, 2006 (the First Supplemental Indenture), to the Indenture, between the Company and the Trustee governing each of the 2008 Notes, the 2010 Notes, the 2013 Notes and the 2015 Notes. The First Supplemental Indenture amends the Indenture by eliminating substantially all of the restrictive covenants contained in the Indenture, as described below (the Amendments). The consent solicitations are now completed. The First Supplemental Indenture will not become operative unless and until payment is made for notes accepted for purchase by the Company pursuant to the tender offers. The Company expects to accept all validly tendered Notes for purchase promptly after the offers to purchase the Notes expire. The expiration of the offers to purchase is at 12:00 midnight, New York City time, on the evening of July 12, 2006, unless further extended at the Companys sole discretion.
The Amendments change the terms of the Indenture as follows:
(a) The Amendments eliminate the following sections of the Indenture:
(b) The Amendments eliminate as events of default paragraphs (4) and (7) of Section 5.01 of the Indenture, Events of Default.
The foregoing description of the First Supplemental Indenture is qualified in its entirety by the text of the First Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The Trustee and its respective affiliates, have performed and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.