FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of _____________, 1998 (the
"Remarketing Agreement") by and between Cendant Corporation, a Delaware
corporation ("Cendant" or the "Company"), Cendant Capital I, a Delaware
statutory business trust (the "Trust"),The First National Bank of Chicago, a
national banking association, not individually but solely as Purchase Contract
Agent and as attorney-in-fact of the holders of Purchase Contracts (each as
defined in the Purchase Contract Agreement (as defined herein)), and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount $ of its
FELINE PRIDES (the "FELINE PRIDES") under the Purchase Contract Agreement,
dated as of ___________ ___, 1998, by and between the Purchase Contract Agent
and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Trust will issue concurrently in connection with the
issuance of the FELINE PRIDES___% Trust Originated Preferred Securities (the
"Preferred Securities") in an aggregate stated liquidation amount of $ , under
the Amended and Restated Agreement of Trust, dated as of ________ ___, 1998, by
and among the Company, the Regular Trustees, the Delaware Trustee and the
Institutional Trustee (the "Declaration"); and
WHEREAS, the FELINE PRIDES will initially consist of units referred to
as "Income PRIDES" and ____ units referred to as "Growth PRIDES."
WHEREAS, the sole assets of the Trust, $___________________ aggregate
principal amount of ___% Debentures due , 2003 (the "Debentures") of the
Company will be purchased by the Trust from the Company with the proceeds of
the sale of the Preferred Securities and the proceeds of the sale of the common
securities of the Trust (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"); and
WHEREAS, the Preferred Securities (or upon a dissolution of the Trust
and the distribution of the Debentures as described in the Declaration, such
Debentures) will be pledged pursuant to the Pledge Agreement (the "Pledge
Agreement"), dated as of __________ ___, 1998, by and between the Company, The
Chase Manhattan Bank, as collateral agent (the "Collateral Agent") and the
Purchase Contract Agent, to secure an Income PRIDES holder's obligations under
the related Purchase Contract on the Purchase Contract Settlement Date; and
WHEREAS, the Preferred Securities or the Debentures, as the case may
be, of such Preferred Security or Debenture holders electing to have their
Preferred Securities or Deben tures remarketed, or of such Income PRIDES
holders who have elected not to settle the Purchase Contracts related to their
Income PRIDES from the proceeds of a Cash Settlement and who have not
early settled their Purchase Contracts, will be remarketed by the Remarketing
Agent on the third Business Day immediately preceding the Purchase Contract
Settlement Date; and
WHEREAS, the applicable distribution rate on the Preferred Securities
(and, thus, the interest rate on the Debentures) that remain outstanding on and
after the Purchase Contract Settlement Date will be reset on the third Business
Day immediately preceding the Purchase Contract Settlement Date, to the Reset
Rate to be determined by the Reset Agent as the rate that such Preferred
Securities (and, thus the Debentures) should bear in order to have an
approximate market value of 100.5% of the aggregate stated liquidation amount
of the Preferred Securities or the aggregate principal amount of the Debentures
on the third Business Day immediately preceding the Purchase Contract
Settlement Date, provided that in the determination of such Reset Rate, the
Company may limit the Reset Spread (a component of the Reset Rate) to be no
higher than 200 basis points (2%); and
WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent, and as such to perform the services described
herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and
conditions expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used and not defined in this
Agree ment shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Declaration or the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent. The
Company hereby appoints Merrill Lynch and Merrill Lynch hereby accepts such
appointment, (i) as the Reset Agent to determine in consultation with the
Company, in the manner provided for in the Declara tion with respect to the
Trust Securities and the Indenture with respect to the Debentures, the Reset
Rate, that in the opinion of the Reset Agent, will, when applied to the Trust
Securities (and, thus, the Debentures), enable a Trust Security (and, thus, a
Debenture), to have an approximate market value of approximately 100.5% of the
aggregate stated liquidation amount in the case of such Trust Security and the
aggregate principal amount in the case of such Debenture, and (ii) as the
exclusive Remarketing Agent to remarket the Preferred Securities, or the
Debentures, as the case may be, provided that the Company may limit such Reset
Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200
basis points (2%), as the case may be, of such Preferred Security or Debenture
holders electing to have their Preferred Securities or Debentures remarketed,
or of such Income PRIDES holders who have not early settled the related
Purchase Contracts and have failed to notify the Purchase Contract Agent, on or
prior to the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, of their intention to settle the related Purchase Contracts
through Cash Settlement, for settlement on the Purchase Contract Settlement
Date, pursuant to the Remarketing Underwriting Agreement with the Company, the
Trust and the Purchase Contract Agent, substantially in the form attached
hereto as Exhibit A (with such changes as the Company, the Purchase Contract
Agent and the Remarketing Agent may agree upon, it being understood that
changes may be necessary in the representations, warranties, covenants and
other provisions of the
2
Remarketing Underwriting Agreement due to changes in law or facts and
circumstances). Pursuant to the Remarketing Underwriting Agreement, the
Remarketing Agent, either as the sole remarketing underwriter or as the
representative of a syndicate including the Remarketing Agent and one or more
other remarketing underwriters designated by the Remarketing Agent, will agree,
subject to the terms and conditions set forth therein, that the Remarketing
Agent and any such other remarketing underwriters will purchase severally the
Preferred Securities or the Debentures, as the case may be, to be sold by the
holder or holders of Preferred Securities or Income PRIDES on the third
Business Day immediately preceding the Purchase Contract Settlement Date and
use their reasonable efforts to remarket such Preferred Securities or the
Debentures, as the case may be, (such purchase and remarketing being
hereinafter referred to as the "Remarketing"), at a price of approximately
100.5% of such Preferred Securities aggregate stated liquidation amount plus
any accrued and unpaid distributions (including any deferred distributions) and
in the case of Deben tures, at a price of approximately 100.5% of such
Debentures aggregate principal amount plus any accrued and unpaid interest
(including any deferred interest). Notwithstanding the preceding sentence, the
Remarketing Agent shall not remarket any Preferred Securities or Debentures, as
the case may be, for a price less than 100% of the aggregate stated liquidation
amount or aggregate principal amount of such Preferred Securities or
Debentures, respectively, plus accumulated and unpaid distributions or accrued
and unpaid interest, as the case may be. The proceeds of such remarketing shall
be paid to the Collateral Agent in accordance with Section 4.6 of the Pledge
Agreement and Section 5.4 of the Purchase Contract Agreement (each of which
Sections are incorporated herein by reference).
Section 3. Fees. With respect to the Remarketing, the Remarketing
Agent shall retain as Remarketing Fee an amount not exceeding 25 basis points
(.25%), of the aggregate stated liquidation amount of the remarketed securities
from any amount received in connection with such Remarketing in excess of the
aggregate stated liquidation amount or aggregate principal amount of such
remarketed Preferred Securities or Debentures plus any accrued and unpaid
(including deferred) distributions or any accrued and unpaid interest
(including any deferred interest), as the case may be. In addition, the Reset
Agent shall receive from the Company a reasonable and customary fee as the
Reset Agent Fee (the "Reset Agent Fee"); provided, however, that if the
Remarketing Agent shall also act as the Reset Agent, then the Reset Agent shall
not be entitled to receive any such Reset Agent Fee. Payment of such Reset
Agent Fee shall be made by the Company on the third Business Day immediately
preceding the Purchase Contract Settlement Date in immediately available funds
or, upon the instructions of the Reset Agent by certified or official bank
check or checks or by wire transfer.
Section 4. Replacement and Resignation of Remarketing Agent. (a) The
Company may in its absolute discretion replace Merrill Lynch as the Remarketing
Agent and/or as the Reset Agent in its capacity hereunder by giving notice
prior to 3:00 p.m., New York City time, on the eleventh Business Day
immediately prior to the Purchase Contract Settlement Date. Any such
replacement shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed hereunder
by the Remarketing Agent and/or the Reset Agent. Upon providing such notice,
the Company shall use all reasonable efforts to appoint such a successor and to
enter into a remarketing agreement with such successor as soon as reason ably
practicable.
(b) Merrill Lynch may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent and/or as the Reset
Agent by giving notice prior to
3
3:00 p.m., New York City time, on the eleventh Business Day immediately prior
to the Purchase Contract Settlement Date. Any such resignation shall become
effective upon the Company's appointment of a successor to perform the services
that would otherwise be performed hereunder by the Remarketing Agent and/or the
Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset
Agent that it wishes to resign hereunder, the Company shall appoint such a
successor and enter into a remarketing agreement with it as soon as reasonably
practicable.
Section 5. Dealing in the Securities. The Remarketing Agent, when
acting hereunder or under the Remarketing Underwriting Agreement or acting in
its individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Preferred Securities or Debentures, as the
case may be. With respect to any Preferred Securities or Deben tures, as the
case may be, owned by it, the Remarketing Agent may exercise any vote or join
in any action with like effect as if it did not act in any capacity hereunder.
The Remarketing Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.
Section 6. Registration Statement and Prospectus. In connection with
the Remarketing, if and to the extent required (in the opinion of counsel for
either the Remarketing Agent or the Company) by applicable law, regulations or
interpretations in effect at the time of such Remarketing, the Company shall
use its reasonable efforts to have a registration statement relating to the
Preferred Securities effective under the Securities Act of 1933 by the third
Business Day immediately preceding the Purchase Contract Settlement Date, shall
furnish a current prospectus and/or prospectus supplement to be used in such
Remarketing by the remarketing underwriter or underwriters under the
Remarketing Underwriting Agreement, and shall pay all expenses relating
thereto.
Section 7. Conditions to the Remarketing Agent's Obligations. (a) The
obligations of the Remarketing Agent and any other remarketing underwriters to
purchase and remarket the Preferred Securities or the Debentures, as the case
may be, shall be subject to the terms and conditions of the Remarketing
Underwriting Agreement.
(b) If at any time during the term of this Agreement, any Indenture
Event of Default or Declaration Event of Default, or event that with the
passage of time or the giving of notice or both would become an Indenture Event
of Default or Declaration Event of Default, has occurred and is continuing
under the Indenture or the Declaration, then the obligations and duties of the
Remarketing Agent under this Agreement shall be suspended until such default or
event has been cured. The Company will cause the Indenture Trustee and the
Institutional Trustee to give the Remarketing Agent notice of all such defaults
and events of which the Trustee is aware.
Section 8. Termination of Remarketing Agreement. This Agreement shall
terminate as to the Remarketing Agent on the effective date of its replacement
pursuant to Section 4(a) hereof or pursuant to Section 4(b) hereof.
Notwithstanding any such termination, the obligations set forth in Section 3
hereof shall survive and remain in full force and effect until all amounts
payable under said Section 3 shall have been paid in full.
4
Section 9. Remarketing Agent's Performance; Duty of Care. The duties
and obligations of the Remarketing Agent hereunder shall be determined solely
by the express provi sions of this Agreement and the Remarketing Underwriting
Agreement.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof until
the first day thereafter on which no Preferred Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations of the
Company hereunder may not be assigned or delegated to any other person without
the prior written consent of Merrill Lynch as the Remarketing Agent and/or as
the Reset Agent. The rights and obligations of Merrill Lynch as the Remarketing
Agent and/or as the Reset Agent hereunder may not be assigned or delegated to
any other person without the prior written consent of the Company. This Agree
ment shall inure to the benefit of and be binding upon the Company and Merrill
Lynch as the Remarketing Agent and/or as the Reset Agent and their respective
successors and assigns. The terms "successors" and "assigns" shall not include
any purchaser of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Agreement and will not be used in
the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circum stances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or
5
other communications shall be addressed as follows: if to the Company, to
Cendant Corporation, 6 Sylvan Way, Parsippany, New Jersey 07054, Attention:
Eric J Bock, Vice President-Legal; if to the Remarketing Agent or Reset Agent
(if Merrill Lynch & Co. is the Remarketing Agent or the Reset Agent), to c/o
Merrill Lynch & Co. at Merrill Lynch World Headquarters, World Financial
Center, North Tower, New York, New York 10281, Attention: David Johnson,
Managing Director, with a copy to Shearman & Sterling, 399 Lexington Avenue,
New York, NY 10022, Attention: Rohan S. Weerasinghe; and if to the Purchase
Contract Agent, to The First National Bank of Chicago, Corporate Trust Services
Division, One First National Plaza, Suite 0126, Chicago, IL 60670-0126, or to
such other address as any of the above shall specify to the other in writing.
6
IN WITNESS WHEREOF, each of the Company and the Remarketing Agent has
caused this Agreement to be executed in its name and on its behalf by one of
its duly authorized officers as of the date first above written.
CENDANT CORPORATION
By:
--------------------------
Name:
Title:
CENDANT CAPITAL I
By:
--------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:
------------------------------
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO,
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts
By:
------------------------------
Name:
Title:
7
Exhibit A to
Remarketing Agreement
FORM OF REMARKETING UNDERWRITING AGREEMENT
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner, & Smith
Incorporated (the "Remarketing Underwriter") hereby agrees to purchase the
securities (the "Securities") as set forth in Schedule I hereto, that have been
tendered by the holders of the Income PRIDES for sale on February ____, 2001.
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the
"Pledge Agreement"), the underwriting agreement (the "Underwriting Agreement"),
the amended and restated declaration of trust (the "Declaration") and the
indenture (the "Indenture"), each as identified in Schedule I hereto.
2. Registration Statement and Prospectus. If required (in the opinion
of counsel to either the Remarketing Underwriter or the Company) by applicable
law, the Company and the Trust have filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form
S-3 (No. 333-45227), including a prospectus, relating to the Securities. Such
registration statement, as amended to the date of this Agreement, is
hereinafter referred to as the "Registration Statement", the prospectus
included in the Registration Statement is hereinafter referred to as the "Basic
Prospectus" and the Basic Prospectus, as amended or supplemented to the date of
this Agreement to relate to the Securities and to the remarketing of the
Securities, is hereinafter referred to as the "Final Prospectus" (including in
each case all documents incorporated by reference).
3. Provisions Incorporated by Reference.
(a) Subject to Section 3(b), the provisions of the following
sections of the Underwriting Agreement shall be incorporated in their entirety
into this Agreement and made applicable to the obligations of the Remarketing
Underwriter, except as explicitly amended hereby: Sections [1, 3, 4, 5, 6 and
7.]
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" or the "Representative" or "Representatives",
as the case may be, shall be deemed to refer to the Remarketing Underwriter;
(ii) all references therein to the "Securities" which are the subject thereof
shall be deemed to refer to the Securities as defined herein; (iii) all
references therein to the "Closing Date" shall be deemed to refer to the
Remarketing Closing Date specified in Schedule I hereto (the "Remarketing
Closing Date"); (iv) all references therein to the "Registration Statement" the
"Basic Prospectus" and the "Final Prospectus" shall be deemed to refer to the
Registration Statement, the Basic Prospectus and the Final Prospectus,
respectively, as defined herein;[ (v) reference to the Company in Section 3(i)
thereof is stricken and replaced with the phrase "the registered holder"; (vi)
reference to "Income Prides" and "Shares" in Section 3(m) thereof is stricken
and replaced with either the words "Preferred Securities" or "Debentures", as
applicable; (vii) Sections 3(a) and 3(k) thereof are stricken in their
entirety; (viii) Sections 5(b)(1)(xiii) and 5(b)(2) (iv), (v), (vi), (vii) and
(xi) thereof
A-1
are stricken in their entirety; (ix) Sections 5(b)(5) and 5(b)(8) are stricken
in their entirety; and (xi) Section 5(j) thereof is stricken in its entirety].
4. Purchase and Sale; Remarketing Underwriting Fee. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth or incorporated herein, the Remarketing Underwriter agrees to
purchase from the registered holder or holders thereof in the manner specified
in Section 5 hereof, the principal amount of Securities set forth in Schedule I
hereto at a purchase price not less than 100% of such Securities, aggregate
stated liquidation amount or aggregate principal amount, as the case may be,
plus any accrued and unpaid distributions or interest, as applicable, thereon.
In connection therewith, the registered holder or holders thereof agree, in the
manner specified in Section 5 hereof, to pay to the Remarketing Underwriter a
Remarketing underwrit ing Fee equal to an amount not exceeding 25 basis points
(.25%), from any amount received in connection from such Remarketing in excess
of the aggregate stated liquidation amount or aggregate principal amount, as
the case may be, of the Securities.
5. Delivery and Payment. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on the
Remarketing Closing Date at the location and time specified in Schedule I
hereto (or such later date not later than five business days after such date as
the Remarketing representatives shall designate), which date and time may be
postponed by agreement between the Remarketing Underwriter, the Company, the
Trust and the [registered holder or holders thereof]. Delivery of the
remarketed Securities and payment of the Remarketing [Underwriting] Fee shall
be made to the Remarketing Underwriter [to or upon the order of the [registered
holder or holders of the Remarketed Securities] by certified or official bank
check or checks drawn on or by a New York Clearing House bank and payable in
immediately available funds] [in immediately available funds by wire transfer
to an account or accounts designated by the [Com pany] [Trustee] [registered
holder or holders of the remarketed Securities]] or, if the remarketed
Securities are represented by a Global Security, by any method of transfer
agreed upon by the Remarketing Underwriter and the Depositary for the
Securities under the Declaration or Indenture, as applicable.
[It is understood that any registered holder or, if the Securities are
represented by a Global Security, any beneficial owner, that has an account at
the Remarketing Underwriter and tenders its Securities through such account
will not be required to pay any fee or commission to the Remarketing
Underwriter.]
If the Securities are not represented by a Global Security,
certificates for the Securities shall be registered in such names and
denominations as the Remarking Representatives may request not less than three
full business days in advance of the Remarketing Closing Date, and the Company,
the Trust and the [registered holder or holders thereof] agree to have such
certificates available for inspection, packaging and checking by the
Remarketing Underwriter in New York, New York not later than 1:00 p.m. on the
Business Day prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt
A-2
requested and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to Cendant
Corporation, 6 Sylvan Way, Parsippany, New Jersey, 07054; if to the Remarketing
Agent or Reset Agent, to c/o Merrill Lynch & Co. at Merrill Lynch World
Headquarters, World Financial Center, North Tower, New York, New York 10281,
Attention: David Johnson, Managing Director, with a copy to Shearman &
Sterling, 399 Lexington Avenue, New York, New York 10022, Attention: Rohan S.
Weerasinghe; and if to the Purchase Contract Agent, to The First National Bank
of Chicago, Corporate Trust Services Division, One First National Plaza, Suite
0126, Chicago, IL 60670-0126, or to such other address as any of the above
shall specify to the other in writing.
A-3
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Remarketing Underwriters.
Very truly yours,
CENDANT CORPORATION
By:
--------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:
-------------------------------
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO,
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts
By:
-------------------------------
Name:
Title:
A-4
SCHEDULE I
Purchase Contract Agreement, dated as of
__________ ___, 1998 by and between
Cendant Corporation, a Delaware corporation, and
The First National Bank of Chicago, a national banking
association
Pledge Agreement dated as of ________ ___, 1998
by and between Cendant Corporation, a Delaware
corporation, The First National Bank of Chicago,
a national banking association, and
the Chase Manhattan Bank
Amended and Restated Declaration of Trust dated as
of _______ ___, 1998 of Cendant Capital I,
a Delaware business trust
Indenture dated as of ________ ___,
1998 by and between Cendant Corporation, a Delaware
corporation, and Nova Scotia Trust Company of
New York
First Supplemental Indenture, dated as of __________,
1998 by and between Cendant Corporation, a Delaware
corporation, and The Bank of Nova Scotia Trust Company
of New York
Registration Statement No. 333-45297
Title of Securities: _____% Trust Originated Preferred
Securities of Cendant Capital I
Principal Amount of Securities: $
Underwriting Agreement, dated as of ________ __, 1998, among Cendant
Capital I, and Merrill Lynch & Co. _____________
Remarketing [Underwriting] Fee: % ($ )
Remarketing Closing Date, Time and Location:
A-5