CENDANT CORPORATION
Officers' Certificate
Pursuant to Sections 201 and 301
THE UNDERSIGNED, being the duly elected and qualified Senior
Vice President - Finance and Vice President - Legal and Assistant Secretary,
respectively, of Cendant Corporation (the "Company"), hereby certify pursuant
to Sections 201 and 301 of the Indenture dated as of February 24, 1998 (as
amended, the "Indenture") by and between the Company and The Bank of Nova
Scotia Trust Company of New York, as follows:
A. There has been established, pursuant to resolutions duly
adopted by the Pricing Committee of the Board of Directors of
the Company a series of Securities (as defined in the
Indenture) having the following terms:
1. The title of the series of Securities to be issued
is Medium-Term Notes due from 9 Months to 40 Years
from Date of Issuance (the "Notes").
2. The limit on the aggregate principal amount of Notes
which may be authenticated and delivered under the
Indenture (except for Notes authenticated and
delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of the
series pursuant to Section 304, 305, 306, 906, 1107
or 1305) is U.S. $1,010,000,000.
3. The date or dates on which principal of (and
premium, if any on) the Notes shall be payable shall
be as specified to the Trustee by the Chief
Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer in accordance with the
Administrative Procedures attached as Exhibit B (the
"Procedures") to the Distribution Agreement, dated
as of March 5, 1998, among Cendant Corporation and
Bear, Stearns & Co. Inc., Chase Securities Inc.,
Lehman Brothers Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
4. The Notes shall bear interest as specified to the
Trustee by the Chief Financial Officer, any Vice
President, the Treasurer or any Assistant Treasurer
in accordance with the Procedures.
5. The other terms of the Notes, including the
Currency, denomination and redemption provisions,
shall be specified to the Trustee by the Chief
Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer in accordance with the
Procedures and as set forth in the
forms of the Notes attached hereto, the Prospectus
Supplement dated March 5, 1998 relating to the Notes
and the resolutions relating to the Notes of the
Pricing Committee of the Board of Directors of the
Company dated March 4, 1998.
6. The Notes will be issued as Global Notes through the
facilities of The Depository Trust Company, as
Depositary.
The Notes will be issued as Registered Securities in global
form and shall be substantially in the form of Fixed Rate
Notes or Floating Rate Notes attached hereto as Annex A and
Annex B, respectively, with such additions and changes or; in
any other form as the Chief Financial Officer, any Vice
President, the Treasurer or any Assistant Treasurer
delivering the Notes shall approve, such approval to be
conclusively evidenced by his or her delivery thereof.
B. Each of the undersigned has read the Indenture, including the
provisions of Sections 102, 201 and 301 and the definitions
relating thereto, and the resolu- tions adopted by the Board
of Directors of the Company and the Pricing Committee
thereof, which are attached as Exhibit A to the Secretary's
Certifi- cate delivered herewith. In the opinion of each of
the undersigned officers of the company, he has made such
examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not all
conditions precedent provided in the Indenture relating to
the establishment of the form and terms of a series of
Securities under the Indenture, defined as the Notes in this
Officers' Certificate, have been complied with. In the
opinion of each of the undersigned, all such conditions
precedent have been complied with.
IN WITNESS WHEREOF, we have set our hands to this Officers'
Certificate Pursuant to Sections 201 and 301 of the Indenture as of March 5,
1998.
CENDANT CORPORATION
By: /s/ Scott E. Forbes
Scott E. Forbes
Senior Vice President - Finance
By: /s/ Eric J. Bock
Eric J. Bock
Vice President - Legal and
Assistant Secretary