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Agreement Series 2002-1 Notes
 CRC Issuer Trustee Gotham Bank
  Indenture
 Note Purchase Agreement Affected Document
   1.
    
    The Indenture is hereby amended as follows:
 1.1
    
    The definition of Stated Amount in Section 1.01 is
hereby deleted in its entirety and the following is substituted therefor:
 "Stated Amount" shall mean $175,000,000.




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1.2
    
    Section 10.01(n) is hereby amended to delete therefrom the
phrase 100 days and to substitute therefor the phrase 110 days.
 2.
    
    The Note Purchase Agreement is hereby amended as follows:
 2.1
    
    The definition of Change of Control in Section 1.1 is hereby
deleted in its entirety and the following is substituted therefor:Change of Control means either (i) the Parent shall for any reason
cease to own and control, directly or indirectly, free and clear of all
Liens, claims and Transfer Restrictions, 100% of the Voting Stock of each of
each of the Originators and the Issuer or (ii) any Person (or two or more
Persons acting in concert) shall have acquired beneficial ownership,
directly or indirectly, of, Voting Stock representing more than 50% of the
combined voting power of all equity securities of the Parent, or shall have
otherwise acquired by contract or otherwise, control over, such Voting
Stock. For the avoidance of doubt, consummation of the Merger shall
constitute a Change of Control.2.2
    
    The definition of Maximum Principal Amount in Section 1.1 is
hereby deleted in its entirety and the following is substituted therefor:Maximum Principal Amount means the sum of (i) $175,000,000 minus(ii) the aggregate of all reductions pursuant to Section 2.4(a) or (c)
hereof.2.3
    
    Section 1.1 is hereby further amended to add the following
definition in alphabetical order:
 Merger
   2




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CARTUS CORPORATIONBy:
    
    /s/ Eric BarnesName: Eric BarnesTitle: SVP, CFOCARTUS RELOCATION CORPORATIONBy:
    
    /s/ Eric BarnesName: Eric BarnesTitle: SVP, CFOKENOSIA FUNDING, LLCBy:
    
    /s/ Eric BarnesName: Eric BarnesTitle: SVP, CFOTHE BANK OF NEW YORK,not in its individual capacitybut solely as TrusteeBy:
    
    /s/ Catherine MurrayName: Catherine MurrayTitle Assistant Vice President




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GOTHAM FUNDING CORPORATION,as PurchaserBy:
    
    /s/ R. Douglas Donaldson

the Special Committees belief in March 2006 in the stockholder value opportunity presented by the potential business combination under the terms of the Offer
with MFS. In addition, the Special Committee also identified and considered a variety of potentially negative factors in
its initial deliberations concerning the Offer, including:  

our ability to obtain the necessary financing to pay the cash consideration, and the potential terms of such financing;  

the challenges of combining the businesses of two major corporations, including the risks of diverting management resources for an extended period of time to ensure
the two businesses are integrated properly and effectively;  

the potential that the additional incremental debt associated with the Offer could cause us to have reduced financial flexibility;  