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                                                                     Exhibit 4.3

                                                                  EXECUTION COPY



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

         EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of August 13,
2001, among Cendant Corporation, Inc., a Delaware corporation (the "COMPANY"),
and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays
Capital Inc., Credit Lyonnais Securities (USA) Inc., The Royal Bank of Scotland
plc, Scotia Capital (USA) Inc., Tokyo-Mitsubishi International plc and The
Williams Capital Group, L.P. (collectively, the "INITIAL PURCHASERS").

         The Company proposes to issue and sell to the Initial Purchasers upon
the terms set forth in the Purchase Agreement the Securities (as defined
herein). As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company agrees with the Initial Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

         SECTION 1. CERTAIN DEFINITIONS.

         For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:

         The term "BROKER-DEALER" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

         "CLOSING" shall mean the date of the closing of the issuance and sale
of the Securities pursuant to the Purchase Agreement.

         "COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.

         "COMPANY" shall have the meaning assigned thereto in the recitals
hereof (together with any successor).

         "EFFECTIVE TIME" in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange Offer
Registration Statement effective or as of which the Exchange Offer Registration
Statement otherwise becomes effective and (ii) a Resale Registration, shall mean
the time and date as of which the Commission declares the Resale Registration
Statement effective or as of which the Resale Registration Statement otherwise
becomes effective.

         "ELECTING HOLDER" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


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         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

         "EXCHANGE OFFER" shall have the meaning assigned thereto in Section
2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning assigned
thereto in Section 2(a) hereof.

         "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in
Section 3(c) hereof.

         "EXCHANGE SECURITIES" shall have the meaning assigned thereto in
Section 2(a) hereof.

         The term "HOLDER" shall mean each of the Initial Purchasers and other
persons who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any
Registrable Securities.

         "INITIAL PURCHASERS" shall have the meaning assigned thereto in the
recitals hereof (together with any successors).

         "INDENTURE" shall mean the Indenture, dated as of February 24, 1998,
between the Company and The Bank of Nova Scotia Trust Company of New York, as
Trustee, as the same shall be amended from time to time.

         "NOTICE AND QUESTIONNAIRE" shall mean a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.

         "NOTICE OF TRANSFER" shall mean a Notice of Transfer pursuant to
Registration Statement substantially in the form of Exhibit B hereto.

         The term "PERSON" shall mean any individual, corporation, partnership,
joint venture, limited liability company, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof.

         "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of
August 8, 2001, among the Company and the Initial Purchasers relating to the
Securities, as the same shall be amended from time to time.

         "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (PROVIDED that any Exchange Security received by a
broker-dealer in an Exchange Offer in exchange for a Registrable Security that
was not acquired by the broker-dealer directly from the Company will also be a
Registrable Security through and including the earlier of the expiration of the
Resale Period or such time as such broker-dealer no longer owns such Security);
(ii) in the circumstances contemplated by Section 2(b) hereof, a Resale
Registration Statement registering such Security under the Securities Act has
been


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declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Resale Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.

         "REGISTRATION DEFAULT" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "REGISTRATION EXPENSES" shall have the meaning assigned thereto in
Section 4 hereof.

         "RESALE PERIOD" shall have the meaning assigned thereto in Section 2(a)
hereof.

         "RESALE REGISTRATION" shall have the meaning assigned thereto in
Section 2(b) hereof.

         "RESALE REGISTRATION STATEMENT" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405 under the Securities Act, (ii) a holder
who acquires Exchange Securities outside the ordinary course of such holder's
business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities acquired by the broker-dealer directly
from the Company.

         "RULE 144," "RULE 405" and "RULE 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

         "SECURITIES" shall mean, collectively, the $850,000,000 aggregate
principal amount at maturity of 6"% Notes due August 15, 2006 of the Company to
be issued and sold to the Initial Purchasers and securities issued in exchange
therefor or in lieu thereof pursuant to the Indenture.

         "SECURITIES ACT" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

         "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.


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<PAGE>

         "TRUSTEE" shall mean The Bank of Nova Scotia Trust Company of New York,
a national banking association duly organized and existing under the laws of the
United States of America (together with any successor).

         Unless the context otherwise requires, any reference herein to a
"SECTION" or "CLAUSE" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "HEREIN," "HEREOF' and
"HEREUNDER" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         SECTION 2. REGISTRATION UNDER THE SECURITIES ACT.

         (a) Except as set forth in Section 2(b) below, the Company agrees to:

         (1) file under the Securities Act, no later than 120 days after the
    Closing Date, a registration statement relating to an offer to exchange
    (such registration statement, the "EXCHANGE OFFER REGISTRATION STATEMENT,"
    and such offer, the "EXCHANGE OFFER") any and all of the Securities (other
    than Exchange Securities) for a like aggregate principal amount of debt
    securities issued by the Company, which debt securities are substantially
    identical to the Securities (and are entitled to the benefits of an
    indenture which is substantially identical to the Indenture or is the
    Indenture and which has been qualified under the Trust Indenture Act),
    except that they have been registered pursuant to an effective registration
    statement under the Securities Act and do not contain provisions for the
    additional interest contemplated in Section 2(c) below (such new debt
    securities hereinafter called "EXCHANGE SECURITIES");

         (2) use its best efforts to cause the Exchange Offer Registration
    Statement to become effective under the Securities Act as soon as
    practicable, but no later than 180 days after the Closing Date;

         (3) use its best efforts to commence and complete the Exchange Offer
    promptly, but no later than 210 days after the Closing Date; and

         (4) hold the Exchange Offer open for at least 30 days (or longer if
    required by applicable law) after the date the notice of the Exchange Offer
    is mailed to the holders and issue Exchange Securities for all Registrable
    Securities that have been properly tendered and not withdrawn on or prior to
    the expiration of the Exchange Offer.

         The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Exchange Offer will be deemed to have
been "completed" only if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon
receipt, transferable by each such holder without need for further compliance
with Section 5 of the Securities Act and the Exchange Act (except for the
requirement to deliver a prospectus included in the Exchange Offer Registration
Statement applicable to resales by any broker-dealer of Exchange Securities
received by such broker-dealer pursuant to the Exchange Offer in exchange for
Registrable Securities other than those acquired by the broker-dealer directly
from the Company), and without material restrictions under the blue


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sky or securities laws of a substantial majority of the States of the United
States of America. Subject to the preceding sentence, the Exchange Offer shall
be deemed to have been completed upon the earlier to occur of (i) the Company
having exchanged the Exchange Securities for all outstanding Registrable
Securities (other than those held by Restricted Holders) pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the commencement of
the Exchange Offer.

         The Company agrees (x) to include in the Exchange Offer Registration
Statement a prospectus for use in connection with any resales of Exchange
Securities by a broker-dealer, other than resales of Exchange Securities
received by a broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company,
and (y) to keep such Exchange Offer Registration Statement effective for a
period (the "RESALE PERIOD") beginning when Exchange Securities are first issued
in the Exchange Offer and ending upon the earlier of the expiration of the 180th
day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Offer Registration Statement, each broker-dealer that holds Exchange
Securities received in an Exchange Offer in exchange for Registrable Securities
not acquired by it directly from the Company shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a), (c), (d)
and (e) hereof.

         (b) If, on or prior to the date of consummation of the Exchange Offer,

         (i) existing Commission interpretations are changed such that the
    Securities received by holders other than Restricted Holders in the Exchange
    Offer for Registrable Securities are not or would not be, upon receipt,
    transferable by each such holder without need for further compliance with
    Section 5 of the Securities Act (except for the requirement to deliver a
    prospectus included in the Exchange Offer Registration Statement applicable
    to resales by a broker-dealer of Exchange Securities received by such
    broker-dealer pursuant to the Exchange Offer in exchange for Registrable
    Securities other than those acquired by the broker-dealer directly from the
    Company),

         (ii) the holder of the Securities shall notify the Company that:

            (A) the holder is prohibited by law or Commission policy from
         participating in the Exchange Offer, or

            (B) (1) the holder may not resell the Exchange Notes acquired by it
         in the Exchange Offer to the public without delivering a prospectus and
         (2) the prospectus contained in the Exchange Offer Registration
         Statement is not appropriate or available for such resales by the
         holder, or

         (iii) if for any other reason, the Company does not consummate the
    Exchange Offer within 210 days of the Closing Date,

in lieu of conducting the Exchange Offer contemplated by Section 2(a) the
Company shall, as promptly as practicable, file a "shelf" registration statement
providing for the registration of, and


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the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such registration, the "RESALE REGISTRATION" and such
registration statement, the "RESALE REGISTRATION STATEMENT").

         In addition, in the event that, prior to the consummation of the
Exchange Offer, the Initial Purchasers shall not have resold all of the
Securities initially purchased by them from the Company pursuant to the Purchase
Agreement and the Initial Purchasers shall so request, the Company shall file
under the Securities Act as soon as practicable a Resale Registration Statement
covering such unsold Registrable Securities. (In the case of any Resale
Registration required only by the second sentence of this Section 2(b),
references herein to "REGISTRABLE SECURITIES" mean those Securities that the
Initial Purchasers shall have purchased from the Company pursuant to the
Purchase Agreement and shall not have resold.)

         The Company agrees to use its best efforts:

            (i) to cause the Resale Registration Statement to become or be
         declared effective,

            (ii) to keep such Resale Registration Statement continuously
         effective until the earliest of (A) the time when the Registrable
         Securities may be sold pursuant to Rule 144 (assuming that no holder at
         such date or within the 90-day period preceding such date was an
         affiliate of the Company) without any limitations under clauses (c),
         (e), (f) and (h) of Rule 144, (B) two years from the Closing Date or
         (C) the date on which all Registrable Securities registered under the
         Shelf Registration Statement are disposed of in accordance therewith,
         in order to permit the prospectus forming a part thereof to be usable
         by holders for resales of Registrable Securities, PROVIDED, HOWEVER,
         that no holder shall be entitled to be named as a selling
         securityholder in the Resale Registration Statement or to use the
         prospectus forming a part thereof for resales of Registrable Securities
         unless such holder is an Electing Holder, and

            (iii) after the Effective Time of the Resale Registration Statement
         and for so long as the Resale Registration Statement is required to be
         kept continuously effective pursuant to clause (i) above, from time to
         time, upon the request of any holder of Registrable Securities that is
         not then an Electing Holder, and provided that such holder shall have
         returned a completed and signed Notice and Questionnaire to the Company
         in accordance with Section 3(d)(iii) hereof, to take any action
         reasonably necessary to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities, including
         any action necessary to identify such holder as a selling
         securityholder in the Resale Registration Statement.

         The Company further agrees to supplement or make amendments to the
Resale Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Resale Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees


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to furnish to each Electing Holder upon request copies of any such supplement or
amendment promptly following its filing with the Commission.

         (c) In the event that:

         (i) the Company has not filed the Exchange Offer Registration Statement
    on or before the 120th day after the Closing Date,

         (ii) such Exchange Offer Registration Statement has not become
    effective or been declared effective by the Commission on or prior to the
    180th day after the Closing Date,

         (iii) the Exchange Offer has not been completed on or prior to the
    210th day after the Closing Date (if the Exchange Offer is then required to
    be made),

         (iv) the Company is obligated to file the Resale Shelf Registration
    Statement, the Company fails to file the Resale Shelf Registration Statement
    with the Commission on or prior to the 30th day after the filing obligation
    arises,

         (v) the Company is obligated to file the Resale Shelf Registration
    Statement, the Resale Shelf Registration Statement is not declared effective
    on or prior to the 90th day after the obligation to file the Resale Shelf
    Registration Statement arises, or

         (vi) any Exchange Offer Registration Statement or Resale Registration
    Statement required by Section 2(a) or 2(b) hereof is filed and declared
    effective but shall thereafter either be withdrawn by the Company, become
    subject to an effective stop order issued pursuant to Section 8(d) of the
    Securities Act suspending the effectiveness of such registration statement
    or otherwise cease to be available for resales of Registrable Securities
    covered thereby (except as specifically permitted herein) without being
    succeeded promptly by an additional registration statement filed, declared
    effective and available for such purposes (each such event referred to in
    clauses (i) through (vi), a "REGISTRATION DEFAULT"),

         then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), the Company will pay additional interest (in
addition to the interest otherwise due on the Securities) to each holder of
Securities during the first 90-day period immediately following the occurrence
of each such Registration Default in an amount equal to 0.25% per annum. The
amount of interest will increase by an additional 0.25% per annum for each
subsequent 90-day period until such Registration Default is cured, up to a
maximum amount of additional interest of 1.00% per annum. Such additional
interest will cease accruing on such Securities with respect to any Registration
Default when such Registration Default has been cured.

         (d) The Company shall take all reasonable actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by


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reference as of such time, and any reference herein to any amendment to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.

         SECTION 3. REGISTRATION PROCEDURES.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Resale
    Registration, as the case may be, the Company shall qualify the Indenture
    under the Trust Indenture Act.

         (b) In the event that such qualification would require the appointment
    of a new trustee under the Indenture, the Company shall appoint a new
    trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
    registration of Exchange Securities as contemplated by Section 2(a) (the
    "EXCHANGE REGISTRATION"), if applicable, the Company shall, as soon as
    reasonably practicable (or as otherwise specified):

            (i) prepare and file with the Commission, no later than 120 days
         after the Closing Date, an Exchange Offer Registration Statement on any
         form which may be utilized by the Company and which shall permit the
         Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section
         2(a), and use all reasonable efforts to cause such Exchange Offer
         Registration Statement to become effective as soon as practicable
         thereafter, but no later than 180 days after the Closing Date;

            (ii) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Exchange Offer Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Exchange Offer
         Registration Statement for the periods and purposes contemplated in
         Section 2(a) hereof and as may be required by the applicable rules and
         regulations of the Commission and the instructions applicable to the
         form of such Exchange Offer Registration Statement, and promptly
         provide each broker-dealer holding Exchange Securities with such number
         of copies of the prospectus included therein (as then amended or
         supplemented), in conformity in all material respects with the
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder, as such
         broker-dealer reasonably may request in writing prior to the expiration
         of the Resale Period, for use in connection with resales of Exchange
         Securities;

            (iii) promptly notify each broker-dealer that has requested or
         received copies of the prospectus included in the Exchange Offer
         Registration Statement, and confirm such advice in writing, (A) when
         such Exchange Offer Registration Statement or the prospectus included
         therein, or any amendment or supplement


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         thereto, has been filed, and, with respect to such Exchange Offer
         Registration Statement or any amendment thereto, when the same has
         become effective, (B) of any comments by the Commission and by the blue
         sky or securities commissioner or regulator of any state with respect
         thereto or any request by the Commission for amendments or supplements
         to such Exchange Offer Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Exchange Offer
         Registration Statement or the initiation or threatening of any
         proceedings for that purpose, (D) if at any time the representations
         and warranties of the Company contemplated by Section 5 cease to be
         true and correct in all material respects, (E) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Exchange Securities for sale in any jurisdiction
         or the initiation or threatening of any proceeding for such purpose or
         (F) at any time during the Resale Period when a prospectus is required
         to be delivered under the Securities Act, that such Exchange Offer
         Registration Statement, prospectus, or any amendment or supplement
         thereto, does not conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder or contains an
         untrue statement of a material fact or omits to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

            (iv) in the event that the Company would be required, pursuant to
         Section 3(c)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, promptly prepare and furnish to each such holder a
         reasonable number of copies of a prospectus supplemented or amended so
         that, as thereafter delivered to purchasers of such Exchange Securities
         during the Resale Period, such prospectus shall conform in all material
         respects to the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder and shall not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing. Each broker-dealer holding Exchange
         Securities during the Resale Period agrees that upon receipt of any
         notice from the Company pursuant to Section 3(c)(iii)(F) above, such
         broker-dealer shall forthwith discontinue disposition of Exchange
         Securities pursuant to the Exchange Offer Registration Statement
         applicable to such Exchange Securities until such broker-dealer shall
         have received copies of such amended or supplemented prospectus, and if
         so directed by the Company, such broker-dealer shall deliver to the
         Company (at the Company's expense) all copies, other than permanent
         file copies, then in such broker-dealer's possession of the prospectus
         covering such Exchange Securities at the time of receipt of such
         notice; PROVIDED, HOWEVER, that the Company hereby agrees that if it
         provides notice to any broker-dealers pursuant to Section 3(c)(iii)(F)
         above during the Resale Period, such Resale Period shall be extended by
         the number of days in the period from and including the date of the
         giving of such notice to and including the date on which the Company
         shall have made available to such broker-dealers copies of the amended
         or supplemented


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<PAGE>

         prospectus necessary to permit such broker-dealers to resume
         disposition of Exchange Securities;

            (v) use all reasonable efforts to obtain the withdrawal of any order
         suspending the effectiveness of such Exchange Offer Registration
         Statement or any amendment thereto at the earliest practicable date;

            (vi) use all reasonable efforts to (A) register or qualify the
         Exchange Securities under the securities laws or blue sky laws of such
         jurisdictions as are contemplated by Section 2(a), if such registration
         or qualification is required by such laws, no later than the
         commencement of the Exchange Offer, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         until the expiration of the Resale Period and (C) take any and all
         other actions as may be reasonably necessary or advisable to enable
         each broker-dealer holding Exchange Securities to consummate the
         disposition thereof in such jurisdictions; PROVIDED, HOWEVER, that the
         Company shall not be required for any such purpose to (1) qualify as a
         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(c)(vi), or (2) consent to general service of process in any such
         jurisdiction;

            (vii) use all reasonable efforts to obtain the consent or approval
         of each governmental agency or authority, whether federal, state or
         local, which may be required to effect the Exchange Registration, the
         Exchange Offer and the offering and sale of Exchange Securities by
         broker-dealers during the Resale Period;

            (viii) provide a CUSIP number for all Exchange Securities, not later
         than the applicable Effective Time;

            (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to the Company's
         securityholders as soon as practicable but no later than eighteen
         months after the effective date of such Exchange Offer Registration
         Statement, an earnings statement of each of the Company and its
         subsidiaries complying with Section 11 (a) of the Securities Act
         (including, at the option of the Company, Rule 158 thereunder and any
         applicable Commission interpretation regarding information reporting by
         a consolidated subsidiary of a reporting company);

         (d) In connection with the Company's obligations with respect to the
    Resale Registration, if applicable, the Company shall, as soon as reasonably
    practicable (or as otherwise specified):

            (i) prepare and file with the Commission, as soon as reasonably
         practicable but in any case within 30 days after the obligation to file
         the Resale Registration Statement arises, a Resale Registration
         Statement on any form which may be utilized by the Company and which
         shall register all of the Registrable Securities for resale by the
         holders thereof in accordance with such method or


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<PAGE>

         methods of disposition as may be specified by such of the holders as,
         from time to time, may be Electing Holders and use its reasonable best
         efforts to cause such Resale Registration Statement to become effective
         as soon as practicable but in any case within 90 days after the
         obligation to file the Resale Registration Statement arises;

            (ii) not less than 30 days prior to the Effective Time of the Resale
         Registration Statement, mail the Notice and Questionnaire to the
         holders of Registrable Securities; no holder shall be entitled to be
         named as a selling securityholder in the Resale Registration Statement
         as of the Effective Time, and no holder shall be entitled to use the
         prospectus forming a part thereof for resales of Registrable Securities
         at any time, unless such holder has returned a completed and signed
         Notice and Questionnaire to the Company by the deadline for response
         set forth therein; PROVIDED, HOWEVER, holders of Registrable Securities
         shall have at least 30 days from the date on which the Notice and
         Questionnaire is first mailed to such holders to return a completed and
         signed Notice and Questionnaire to the Company;

            (iii) after the Effective Time of the Resale Registration Statement,
         (A) upon the request of any holder of Registrable Securities that is
         not then an Electing Holder, promptly send a Notice and Questionnaire
         to such holder and (B) upon receipt by the Company of a completed and
         signed Notice and Questionnaire from any holder of Registrable
         Securities that is not then an Electing Holder, take any action
         reasonably necessary to cause such holder to be named as a selling
         securityholder in the Resale Registration Statement and to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities; PROVIDED that the Company shall not be required
         to take any action contemplated in clause (B) of this paragraph until
         such holder has returned a completed and signed Notice and
         Questionnaire to the Company;

            (iv) as soon as reasonably practicable prepare and file with the
         Commission such amendments and supplements to such Resale Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Resale Registration
         Statement for the period specified in Section 2(b) hereof and as may be
         required by the applicable rules and regulations of the Commission and
         the instructions applicable to the form of such Resale Registration
         Statement, and furnish to the Electing Holders upon written request
         copies of any such supplement or amendment promptly following its
         filing with the Commission;

            (v) comply with the provisions of the Securities Act with respect to
         the disposition of all of the Registrable Securities covered by such
         Resale Registration Statement in accordance with the intended methods
         of disposition by the Electing Holders provided for in such Resale
         Registration Statement;

            (vi) provide (A) the Electing Holders, (B) the underwriters (which
         term, for purposes of this Exchange and Registration Rights Agreement,
         shall


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<PAGE>

         include a person deemed to be an underwriter within the meaning of
         Section 2(11) of the Securities Act), if any, thereof, (C) any sales or
         placement agent therefor, (D) counsel for any such underwriter or agent
         and (E) not more than one counsel for all the Electing Holders the
         opportunity to participate in the preparation of such Resale
         Registration Statement, each prospectus included therein or filed with
         the Commission and each amendment or supplement thereto; PROVIDED,
         HOWEVER, that nothing herein shall prevent the Company from filing the
         Resale Offer Registration Statement in a timely manner to avoid a
         Registration Default;

            (vii) for a reasonable period prior to the filing of such Resale
         Registration Statement, and throughout the period specified in Section
         2(b), make available at reasonable times at the Trustee's principal
         place of business or such other reasonable place for inspection by the
         persons referred to in Section 3(d)(vi) who shall certify to the
         Company that they have a current intention to sell the Registrable
         Securities pursuant to the Resale Registration such financial and other
         information and certified copies of the books and records of the
         Company, and cause the officers, employees, counsel and independent
         certified public accountants of the Company to respond to such
         inquiries, as shall be reasonably necessary, in the judgment of the
         Company and its counsel, to conduct a reasonable investigation within
         the meaning of Section 11 of the Securities Act; PROVIDED, HOWEVER,
         that each such party shall be required to maintain in confidence and
         not to disclose to any other person any information or records
         reasonably designated by the Company in writing as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise), (B) such person shall be required so to
         disclose such information pursuant to a subpoena or order of any court
         or other governmental agency or body having jurisdiction over the
         matter (subject to the requirements of such order, and only after such
         person shall have given the Company prompt prior written notice of such
         requirement) or (C) such information is required to be set forth in
         such Resale Registration Statement or the prospectus included therein
         or in an amendment to such Resale Registration Statement or an
         amendment or supplement to such prospectus in order that such Resale
         Registration Statement, prospectus, amendment or supplement, as the
         case may be, complies with applicable requirements of the federal
         securities laws and the rules and regulations of the Commission and
         does not contain an untrue statement of a material fact or omit to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing;

            (viii) promptly notify each of the Electing Holders, any sales or
         placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Resale Registration Statement or the
         prospectus included therein, or any amendment or supplement thereto,
         has been filed, and, with respect to such Resale Registration Statement
         or any amendment thereto, when the same has become effective, (B) of
         any comments by the Commission and by the blue sky or


                                       12
<PAGE>

         securities commissioner or regulator of any state with respect thereto
         or any request by the Commission for amendments or supplements to such
         Resale Registration Statement or prospectus or for additional
         information, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Resale Registration Statement or
         the initiation or threatening of any proceedings for that purpose, (D)
         if at any time the representations and warranties of the Company
         contemplated by Section 3(d)(xvi) or Section 5 cease to be true and
         correct in all material respects, (E) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Registrable Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose or (F) if
         at any time when a prospectus is required to be delivered under the
         Securities Act, such Resale Registration Statement, prospectus, or
         amendment or supplement thereto, does not conform in all material
         respects to the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

            (ix) use all reasonable efforts to obtain the withdrawal of any
         order suspending the effectiveness of such registration statement or
         any post-effective amendment thereto at the earliest practicable date;

            (x) if requested by any managing underwriter or underwriters, any
         placement or sales agent or any Electing Holder, promptly incorporate
         in a prospectus supplement or amendment such information as is required
         by the applicable rules and regulations of the Commission and as such
         managing underwriter or underwriters, such agent or such Electing
         Holder specifies should be included therein relating to the terms of
         the sale of such Registrable Securities, including information with
         respect to the principal amount of Registrable Securities being sold by
         such Electing Holder or agent or to any underwriters, the name and
         description of such Electing Holder, agent or underwriter, the offering
         price of such Registrable Securities and any discount, commission or
         other compensation payable in respect thereof, the purchase price being
         paid therefor by such underwriters and with respect to any other terms
         of the offering of the Registrable Securities to be sold by such
         Electing Holder or agent or to such underwriters; and make all required
         filings of such prospectus supplement or amendment promptly after
         notification of the matters to be incorporated in such prospectus
         supplement or amendment;

            (xi) furnish to each Electing Holder, each placement or sales agent,
         if any, therefor, each underwriter, if any, of the Registrable
         Securities and the respective counsel referred to in Section 3(d)(vi)
         upon written request, an executed copy (or, in the case of an Electing
         Holder, a conformed copy) of such Resale Registration Statement, each
         such amendment and supplement thereto (in each case including all
         exhibits thereto (in the case of an Electing Holder of Registrable
         Securities, upon request) and documents incorporated by reference


                                       13
<PAGE>

         therein) and such number of copies of such Resale Registration
         Statement (excluding exhibits thereto and documents incorporated by
         reference therein unless specifically so requested by such Electing
         Holder, agent or underwriter, as the case may be) and of the prospectus
         included in such Resale Registration Statement (including each
         preliminary prospectus and any summary prospectus), in conformity in
         all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other documents, as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in writing in order to facilitate the offering and
         disposition of the Registrable Securities owned by such Electing
         Holder, offered or sold by such agent or underwritten by such
         underwriter and to permit such Electing Holder, agent and underwriter
         to satisfy the prospectus delivery requirements of the Securities Act;
         and the Company hereby consents to the use of such prospectus
         (including such preliminary and summary prospectus) and any amendment
         or supplement thereto by each such Electing Holder and by any such
         agent and underwriter, in each case in the form most recently provided
         to such person by the Company, in connection with the offering and sale
         of the Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto;

            (xii) use all reasonable efforts to (A) register or qualify the
         Registrable Securities to be included in such Resale Registration
         Statement under such securities laws or blue sky laws of such
         jurisdictions as any Electing Holder and each placement or sales agent,
         if any, therefor and underwriter, if any, thereof shall reasonably
         request, (B) keep such registrations or qualifications in effect and
         comply with such laws so as to permit the continuance of offers, sales
         and dealings therein in such jurisdictions during the period the Resale
         Registration is required to remain effective under Section 2(b) above
         and (C) take any and all other actions as may be reasonably necessary
         or advisable to enable each such Electing Holder, agent, if any, and
         underwriter, if any, to consummate the disposition in such
         jurisdictions of such Registrable Securities during the period the
         Resale Registration is required to remain effective under Section 2(b)
         above; PROVIDED, HOWEVER, that the Company shall not be required for
         any such purpose to (1) qualify as a foreign corporation in any
         jurisdiction wherein it would not otherwise be required to qualify but
         for the requirements of this Section 3(d)(xii), or (2) consent to
         general service of process in any such jurisdiction;

            (xiii) use all reasonable efforts to obtain the consent or approval
         of each governmental agency or authority, whether federal, state or
         local, which may be required to effect the Resale Registration or the
         offering or sale in connection therewith or to enable the selling
         holder or holders to offer, or to consummate the disposition of, their
         Registrable Securities;

            (xiv) provide a CUSIP number for all Registrable Securities, not
         later than the applicable Effective Time;


                                       14
<PAGE>

            (xv) enter into one or more underwriting agreements, engagement
         letters, agency agreements, "best efforts" underwriting agreements or
         similar agreements, as appropriate, including customary provisions
         relating to indemnification and contribution, and take such other
         actions in connection therewith as any Electing Holders aggregating at
         least 25% in aggregate principal amount of the Registrable Securities
         at the time outstanding shall reasonably request in order to expedite
         or facilitate the disposition of such Registrable Securities;

            (xvi) whether or not an agreement of the type referred to in Section
         3(d)(xv) hereof is entered into and whether or not any portion of the
         offering contemplated by the Resale Registration is an underwritten
         offering or is made through a placement or sales agent or any other
         entity, (A) make such representations and warranties to the Electing
         Holders and the placement or sales agent, if any, therefor and the
         underwriters, if any, of the Registrable Securities in form, substance
         and scope as are customarily made in connection with an offering of
         debt securities pursuant to any appropriate and customary agreement or
         to a registration statement filed on the form applicable to the Resale
         Registration; (B) obtain an opinion of counsel to the Company in
         customary form and covering such matters, of the type customarily
         covered by such an opinion, as the managing underwriters, if any, or as
         any Electing Holders of at least 25% in aggregate principal amount of
         the Registrable Securities at the time outstanding may reasonably
         request, addressed to such Electing Holder or Electing Holders and the
         placement or sales agent, if any, therefor and the underwriters, if
         any, of the Registrable Securities and dated the effective date of such
         Resale Registration Statement (and if such Resale Registration
         Statement contemplates an underwritten offering of a part or all of the
         Registrable Securities, dated the date of the closing under the
         underwriting agreement relating thereto) (it being agreed that the
         matters to be covered by such opinion shall be similar to those set
         forth in Exhibits A and B of the Purchase Agreement), such opinion to
         be subject to customary qualifications and limitations; (C) obtain a
         "cold comfort" letter or letters from the independent certified public
         accountants of the Company addressed to the selling Electing Holders,
         the placement or sales agent, if any, therefor or the underwriters, if
         any, thereof, dated (i) the effective date of such Resale Registration
         Statement and (ii) the effective date of any prospectus supplement to
         the prospectus included in such Resale Registration Statement or
         amendment to such Resale Registration Statement which includes
         unaudited or audited financial statements as of a date or for a period
         subsequent to that of the latest such statements included in such
         prospectus (and, if such Resale Registration Statement contemplates an
         underwritten offering pursuant to any prospectus supplement to the
         prospectus included in such Resale Registration Statement or amendment
         to such Resale Registration Statement which includes unaudited or
         audited financial statements as of a date or for a period subsequent to
         that of the latest such statements included in such prospectus, dated
         the date of the closing under the underwriting agreement relating
         thereto), such letter or letters to be in customary form and covering
         matters of the type customarily covered by letters of such type; (D)
         deliver such documents and certificates, including


                                       15
<PAGE>

         officers' certificates, as may be reasonably requested by any Electing
         Holders of at least 25% in aggregate principal amount of the
         Registrable Securities at the time outstanding or the placement or
         sales agent, if any, therefor and the managing underwriters, if any, of
         the Registrable Securities to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company;
         and (E) undertake such obligations relating to expense reimbursement,
         indemnification and contribution as are provided in Section 6 hereof;

            (xvii) notify in writing each holder of Registrable Securities of
         any proposal by the Company to amend or waive any provision of this
         Exchange and Registration Rights Agreement pursuant to Section 9(i)
         hereof and of any amendment or waiver effected pursuant thereto, each
         of which notices shall contain the text of the amendment or waiver
         proposed or effected, as the case may be;

            (xviii) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Rules of Fair Practice and
         the By-Laws of the National Association of Securities Dealers, Inc.
         ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Rules and By-Laws, including by (A) if
         such Rules or By-Laws shall so require, engaging a "qualified
         independent underwriter" (as defined in Rule 2720 (or any successor
         thereto)) to participate in the preparation of the Resale Registration
         Statement relating to such Registrable Securities, to exercise usual
         standards of due diligence in respect thereto and, if any portion of
         the offering contemplated by such Resale Registration Statement is an
         underwritten offering or is made through a placement or sales agent, to
         recommend the yield of such Registrable Securities, (B) indemnifying
         any such qualified independent underwriter to the extent of the
         indemnification of underwriters provided in Section 6 hereof (or to
         such other customary extent as may be requested by such underwriter)
         and (C) providing such information to such broker-dealer as may be
         required in order for such broker-dealer to comply with the
         requirements of the Rules of Fair Practice of the NASD;

            (xix) comply with all applicable rules and regulations of the
         Commission, and make generally available to the Company's
         securityholders as soon as practicable but in any event not later than
         eighteen months after the effective date of such Resale Registration
         Statement, an earning statement of the Company and its subsidiaries
         complying with Section 11(a) of the Securities Act (including, at the
         option of the Company, Rule 158 thereunder and any applicable


                                       16
<PAGE>

         Commission interpretation regarding information reporting by a
         consolidated subsidiary of a reporting company);

         (e) In the event that the Company would be required, pursuant to
    Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
    or sales agent, if any, therefor and the managing underwriters, if any, of
    the Registrable Securities, the Company shall promptly prepare and furnish
    to each of the Electing Holders, to each placement or sales agent, if any,
    and to each such underwriter, if any, a reasonable number of copies of a
    prospectus supplemented or amended so that, as thereafter delivered to
    purchasers of Registrable Securities, such prospectus shall conform in all
    material respects to the applicable requirements of the Securities Act and
    the Trust Indenture Act and the rules and regulations of the Commission
    thereunder and shall not contain an untrue statement of a material fact or
    omit to state a material fact required to be stated therein or necessary to
    make the statements therein not misleading in light of the circumstances
    then existing. Each Electing Holder agrees that upon receipt of any notice
    from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing
    Holder shall forthwith discontinue the disposition of Registrable Securities
    pursuant to the Resale Registration Statement applicable to such Registrable
    Securities until such Electing Holder shall have received copies of such
    amended or supplemented prospectus, and if so directed by the Company, such
    Electing Holder shall deliver to the Company (at the Company's expense) all
    copies, other than permanent file copies, then in such Electing Holder's
    possession of the prospectus covering such Registrable Securities at the
    time of receipt of such notice.

         (f) In the event of a Resale Registration, in addition to the
    information required to be provided by each Electing Holder in its Notice
    and Questionnaire, the Company may require such Electing Holder to furnish
    to the Company such additional information regarding such Electing Holder
    and such Electing Holder's intended method of distribution of Registrable
    Securities as the Company may from time to time reasonably request in
    writing, but only to the extent that such information is required in order
    to comply with the Securities Act or state securities or blue sky laws. Each
    such Electing Holder agrees to notify the Company as promptly as practicable
    of any inaccuracy or change in information previously furnished by such
    Electing Holder to the Company or of the occurrence of any event in either
    case as a result of which any prospectus relating to such Resale
    Registration contains or would contain an untrue statement of a material
    fact regarding such Electing Holder or such Electing Holder's intended
    method of disposition of such Registrable Securities or omits to state any
    material fact regarding such Electing Holder or such Electing Holder's
    intended method of disposition of such Registrable Securities required to be
    stated therein or necessary to make the statements therein not misleading in
    light of the circumstances then existing, and promptly to furnish to the
    Company any additional information required to correct and update any
    previously furnished information or required so that such prospectus shall
    not contain, with respect to such Electing Holder or the disposition of such
    Registrable Securities, an untrue statement of a material fact or omit to
    state a material fact required to be stated therein or necessary to make the
    statements therein not misleading in light of the circumstances then
    existing. Each Electing Holder further agrees that in the event the amount
    of Registrable Securities that are beneficially owned by such Electing
    Holder and


                                       17
<PAGE>

    are registered pursuant to such Resale Registration is reduced due to a sale
    of such Registrable Securities under such Resale Registration, such Electing
    Holder shall deliver to the Company and the Trustee, at the time of such
    sale, a Notice of Transfer.

         (g) Until the earlier of (i) the expiration of two years after the
    Closing or (ii) such time as the Exchange Offer has been completed or the
    Resale Registration Statement has become or been declared effective by the
    Commission, the Company will not, and will not permit any of its
    "affiliates" (as defined in Rule 144 under the Securities Act) to, resell
    any of the Securities which constitute "restricted securities" under Rule
    144 that have been reacquired by any of them, except for Securities
    purchased by the Company or any of its affiliates and resold in a
    transaction registered under the Securities Act.

         SECTION 4. REGISTRATION EXPENSES.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including all Commission and any
NASD registration, filing and review fees and expenses including (a) reasonable
fees and disbursements of counsel for the placement or sales agent or
underwriters, if any, in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the Securities
for offering and sale under the State securities and blue sky laws and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
reasonably designate, including any reasonable fees and disbursements of counsel
for the Electing Holders (subject to the limitations of clause (i) below) or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee, (f) internal expenses (including all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), (g)
reasonable fees, disbursements and expenses of counsel and independent certified
public accountants of the Company (including the expenses of any opinions or
"cold comfort" letters required by or incident to such performance and
compliance), (h) reasonable fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xviii) hereof, (i)
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Resale Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company) and (j) any fees charged by securities rating
services for rating the Securities as required by the Indenture (collectively,
the "REGISTRATION EXPENSES"). To the extent that any Registration Expenses are
incurred, assumed


                                       18
<PAGE>

or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor (accompanied by receipts, invoices or other
documentary evidence, as appropriate). Notwithstanding the foregoing, the
holders of the Registrable Securities being registered shall pay all agency fees
and commissions and underwriting discounts and commissions attributable to the
sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.

         SECTION 5. REPRESENTATIONS AND WARRANTIES.

         The Company represents and warrants to, and agrees with, each Initial
Purchaser and each of the holders from time to time of Registrable Securities
that:

         (a) Each registration statement covering Registrable Securities and
    each prospectus (including any preliminary or summary prospectus) contained
    therein or furnished pursuant to Section 3(c) or Section 3(d) hereof and any
    further amendments or supplements to any such registration statement or
    prospectus, when it becomes effective or is filed with the Commission, as
    the case may be, and, in the case of an underwritten offering of Registrable
    Securities, at the time of the closing under the underwriting agreement
    relating thereto, will conform in all material respects to the applicable
    requirements of the Securities Act and the Trust Indenture Act and the rules
    and regulations of the Commission thereunder and will not contain an untrue
    statement of a material fact or omit to state a material fact required to be
    stated therein or necessary to make the statements therein not misleading;
    and at all times subsequent to the Effective Time when a prospectus would be
    required to be delivered under the Securities Act, other than from (i) such
    time as a notice has been given to holders of Registrable Securities
    pursuant to Section 3(c)(iii)(F) or Section 3(d)(viii)(F) hereof until (ii)
    such time as the Company furnishes an amended or supplemented prospectus
    pursuant to Section 3(c)(iv) or Section 3(e) hereof, each such registration
    statement, and each prospectus (including any summary prospectus) contained
    therein or furnished pursuant to Section 3(c) or Section 3(d) hereof, as
    then amended or supplemented, will conform in all material respects to the
    applicable requirements of the Securities Act and the Trust Indenture Act
    and the rules and regulations of the Commission thereunder and will not
    contain an untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the statements
    therein not misleading in the light of the circumstances then existing;
    PROVIDED, HOWEVER, that this representation and warranty shall not apply to
    any statements or omissions made in reliance upon and in conformity with
    information furnished in writing to the Company by or on behalf of a holder
    of Registrable Securities expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
    to in Section 5(a) hereof, when they become or became effective or are or
    were filed with the Commission, as the case may be, will conform or
    conformed in all material respects to the requirements of the Securities Act
    or the Exchange Act, as applicable, and none of such documents will contain
    or contained an untrue statement of a material fact or will


                                       19
<PAGE>

    omit or omitted to state a material fact required to be stated therein or
    necessary to make the statements therein not misleading; PROVIDED, HOWEVER,
    that this representation and warranty shall not apply to any statements or
    omissions made in reliance upon and in conformity with information furnished
    in writing to the Company by or on behalf of a holder of Registrable
    Securities expressly for use therein.

         (c) The compliance by the Company with all of the provisions of this
    Exchange and Registration Rights Agreement and the consummation of the
    transactions herein contemplated will not conflict with or result in a
    breach of any of the terms or provisions of, or constitute a default under,
    any indenture, mortgage, deed of trust, loan agreement or other agreement or
    instrument to which the Company or any of its subsidiaries is a party or by
    which the Company or any such subsidiary is bound or to which any of the
    property or assets of the Company or any such subsidiary is subject, nor
    will such action result in any violation of the provisions of the
    certificate of incorporation or by-laws of the Company or any statute or any
    order, rule or regulation of any United States court or governmental agency
    or body having jurisdiction over the Company or any such subsidiary or any
    of their properties; and no consent, approval, authorization, order,
    registration or qualification of or with any such court or governmental
    agency or body is required for the consummation by the Company of the
    transactions contemplated by this Exchange and Registration Rights
    Agreement, except the registration under the Securities Act of the
    Securities, qualification of the Indenture under the Trust Indenture Act and
    such consents, approvals, authorizations, registrations or qualifications,
    if any, as may be required under State securities or blue sky laws in
    connection with the offering and distribution of the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
    authorized, executed and delivered by the Company.

         SECTION 6. INDEMNIFICATION.

         (a) INDEMNIFICATION BY THE COMPANY. The Company shall, and it hereby
agrees to, indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Offer Registration Statement, each of the
Electing Holders of Registrable Securities included in a Resale Registration
Statement and each person who participates as a placement or sales agent or as
an underwriter in any offering or sale of such Registrable Securities against
any losses, claims, damages or liabilities, joint or several, to which such
holder, agent or underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Offer Registration
Statement or Resale Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company shall, and it hereby agrees to, reimburse such holder, such Electing
Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with


                                       20
<PAGE>

investigating or defending any such action or claim as such expenses are
incurred; PROVIDED, HOWEVER, that the Company shall not be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such person expressly for use therein;

         (b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that it shall have
received an undertaking reasonably satisfactory to it from the Electing Holder
of such Registrable Securities and from each underwriter named in any such
underwriting agreement, severally and not jointly, to (i) indemnify and hold
harmless the Company and all other holders of Registrable Securities, against
any losses, claims, damages or liabilities to which the Company or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such Electing Holder or underwriter expressly for use therein, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by it
in connection with investigating or defending any such action or claim as such
expenses are incurred; PROVIDED, HOWEVER, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

         (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party


                                       21
<PAGE>

shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, which shall not be unreasonably withheld, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

         (d) CONTRIBUTION. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions that resulted in such losses, claims, damages
or liability, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.


                                       22
<PAGE>

         (e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

         SECTION 7. UNDERWRITTEN OFFERINGS.

         (a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities
covered by the Resale Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by the Company, subject to the consent of Electing Holders holding at least a
majority in aggregate principal amount of the Registrable Securities to be
included in such offering (which shall not be unreasonably withheld or delayed);
PROVIDED that such Electing Holders shall be responsible for all underwriting
commissions and discounts in connection therewith.

         (b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         SECTION 8. RULE 144.

         The Company covenants to the holders of Registrable Securities that to
the extent they shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements. The Company shall not be required to comply with this Section
8 if the Exchange Offer has been completed.


                                       23
<PAGE>

         SECTION 9. MISCELLANEOUS.

         (a) NO INCONSISTENT AGREEMENTS. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

         (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company failed to perform any of its
obligations hereunder and that the Initial Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Initial Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled, to the extent permitted by applicable law, to compel specific
performance of the obligations of the Company under this Exchange and
Registration Rights Agreement in accordance with the terms and conditions of
this Exchange and Registration Rights Agreement, in any court of the United
States or any State thereof having jurisdiction.

         (c) NOTICES. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when (i) delivered by hand, if delivered personally or by courier,
(ii) transmitted by any standard form of telecommunication upon receipt of a
signal confirming receipt or (iii) three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to 9 West 57th Street, New York, NY 10019 (fax:
(212) 413-1922), Attention: Eric J. Bock, Esq., Senior Vice President, Legal and
if to a holder, to the address of such holder set forth in the security register
or other records of the Company, or to such other address as the Company, or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

         (d) PARTIES IN INTEREST. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by, the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities
shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by, all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.

         (e) SURVIVAL. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any



                                       24
<PAGE>

investigation (or statement as to the results thereof) made by or on behalf
of any holder of Registrable Securities, any director, officer or partner of
such holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling person of any of the foregoing, and shall survive
delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable
Securities by such holder and the consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.

         (g) JURISDICTION, VENUE AND SERVICE OF PROCESS. Each of the parties
hereto hereby submits to the jurisdiction of any Federal or State court in the
City, County and State of New York, or to the courts of its own corporate
domicile, in respect of actions brought against it as a defendant, in any legal
suit, action or proceeding based on or arising under this Exchange and
Registration Rights Agreement and agrees that all claims in respect of such suit
or proceeding may be determined in any such court. The Company waives, to the
extent permitted by law, the defense of an inconvenient forum or objections to
personal jurisdiction with respect to the maintenance of such legal suit, action
or proceeding.

         (h) HEADINGS. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

         (i) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(i), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

         (j) COUNTERPARTS. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


                                       25
<PAGE>



         Agreed to and accepted as of the date referred to above.

                               CENDANT CORPORATION


                               By:
                                        -----------------------------------
                                        Name:
                                        Title:


                               J.P. MORGAN SECURITIES INC.
                               BANC OF AMERICA SECURITIES LLC
                               BARCLAYS CAPITAL INC.
                               CREDIT LYONNAIS SECURITIES (USA) INC.
                               THE ROYAL BANK OF SCOTLAND PLC
                               SCOTIA CAPITAL (USA) INC.
                               TOKYO-MITSUBISHI INTERNATIONAL PLC
                               THE WILLIAMS CAPITAL GROUP, L.P.


                               By:   J.P. Morgan Securities Inc.,
                                     Acting on behalf of itself and as the
                                     Representative of the Initial Purchasers


                               By:
                                        -----------------------------------
                                        Name:
                                        Title:










                                       26
<PAGE>

                                                                      Exhibit A



                              CENDANT CORPORATION.
                                 (the "COMPANY")

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]1

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Company's 6 % Notes due
2006 (the "SECURITIES") are held.

         The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

         IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY
OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the
Securities included in the registration statement as of the date and time such
registration statement becomes or is declared effective by the Securities and
Exchange Commission depend upon their returning the Notice and Questionnaire by
[DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact Cendant Corporation, 9 West 57th Street, New
York, New York, 10019 (Fax: (212) 413-1922), Attention: Eric J. Bock, Senior
Vice President, Law and Secretary.


















--------
1  Not less than 30 calendar days from date of mailing.


                                       A-1
<PAGE>


                               CENDANT CORPORATION
                                 (the "COMPANY")

                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE

         Reference is hereby made to the Exchange and Registration Rights
Agreement (the "EXCHANGE AND REGISTRATION RIGHTS AGREEMENT") among the Company
and the Initial Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "COMMISSION") a registration statement
on Form S-3 (the "RESALE REGISTRATION STATEMENT") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES
ACT"), of the Company's 6 % Notes due August 15, 2006 (the "SECURITIES"). A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

         Each beneficial owner of Registrable Securities is entitled to have the
Registrable Securities beneficially owned by it included in the Resale
Registration Statement. In order to have Registrable Securities included in the
Resale Registration Statement as of its Effective Time, this Notice of
Registration Statement and Selling Securityholder Questionnaire ("NOTICE AND
QUESTIONNAIRE") must be completed, executed and delivered to the Company's
counsel at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR
RESPONSE]. Any beneficial owner of Registrable Securities who does not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as a selling securityholder in the Resale Registration Statement and (ii)
may not use the Prospectus forming a part thereof for resales of Registrable
Securities; PROVIDED, HOWEVER, that if any such beneficial owner delivers this
Notice and Questionnaire to the Company after such date, the Company shall take
any action reasonably necessary to cause such beneficial owner to be named as a
selling securityholder in the Resale Registration Statement and to enable such
beneficial owner to use the prospectus forming a part thereof for resales of
Registrable Securities, in each case, as soon as reasonably practicable after
the Effective Time.

         Certain legal consequences arise from being named as a selling
securityholder in the Resale Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Resale Registration
Statement and related Prospectus.


                                       A-2
<PAGE>


                                    ELECTION

         The undersigned holder (the "SELLING SECURITYHOLDER") of Registrable
Securities hereby elects to include in the Resale Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.

         Upon any sale of Registrable Securities pursuant to the Resale
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth as Exhibit B to the
Exchange and Registration Rights Agreement.

         The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:


                                       A-3
<PAGE>


                                  QUESTIONNAIRE

(1)  (a) Full Legal Name of Selling Securityholder:



     (b) Full Legal Name of Registered Holder (if not the same as in (a) above)
     of Registrable Securities Listed in Item (3) below:



     (c) Full Legal Name of DTC Participant (if applicable and if not the same
     as (b) above) Through Which Registrable Securities Listed in Item (3) below
     are Held:



(2)  Address for Notices to Selling Securityholder:



     Telephone:
               -------------------------------------------

     Fax:
         -------------------------------------------------

     Contact Person:
                    --------------------------------------



(3)  Beneficial Ownership of Securities:

     EXCEPT AS SET FORTH BELOW IN THIS ITEM (3), THE UNDERSIGNED DOES NOT
     BENEFICIALLY OWN ANY SECURITIES.

     (a) Principal amount of Registrable Securities beneficially owned:

     CUSIP No(s). of such Registrable Securities:

     (b) Principal amount of Securities other than Registrable Securities
     beneficially owned:

     CUSIP No(s). of such other Securities:

     (c) Principal amount of Registrable Securities which the undersigned wishes
     to be included in the Shelf Registration Statement:

     CUSIP No(s). of such Registrable Securities to be included in the Shelf
     Registration Statement:


                                       A-4
<PAGE>

(4)  Relationships with the Company:

     EXCEPT AS SET FORTH BELOW, NEITHER THE SELLING SECURITYHOLDER NOR ANY OF
     ITS AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (5% OR
     MORE) HAS HELD ANY POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL
     RELATIONSHIP WITH THE COMPANY (OR ANY OF ITS PREDECESSORS OR AFFILIATES)
     DURING THE PAST THREE YEARS.

     State any exceptions here:





(5)  Plan of Distribution:

          EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED SELLING SECURITYHOLDER
     INTENDS TO DISTRIBUTE THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM (3)
     ONLY AS FOLLOWS (IF AT ALL): SUCH REGISTRABLE SECURITIES MAY BE SOLD FROM
     TIME TO TIME DIRECTLY BY THE UNDERSIGNED SELLING SECURITYHOLDER OR,
     ALTERNATIVELY, THROUGH UNDERWRITERS, BROKER-DEALERS OR AGENTS. SUCH
     REGISTRABLE SECURITIES MAY BE SOLD IN ONE OR MORE TRANSACTIONS AT FIXED
     PRICES, AT PREVAILING MARKET PRICES AT THE TIME OF SALE, AT VARYING PRICES
     DETERMINED AT THE TIME OF SALE, OR AT NEGOTIATED PRICES. SUCH SALES MAY BE
     EFFECTED IN TRANSACTIONS (WHICH MAY INVOLVE CROSSES OR BLOCK TRANSACTIONS)
     (i) ON ANY NATIONAL SECURITIES EXCHANGE OR QUOTATION SERVICE ON WHICH THE
     REGISTERED SECURITIES MAY BE LISTED OR QUOTED AT THE TIME OF SALE, (ii) IN
     THE OVER-THE-COUNTER MARKET, (iii) IN TRANSACTIONS OTHERWISE THAN ON SUCH
     EXCHANGES OR SERVICES OR IN THE OVER-THE-COUNTER MARKET, OR (iv) THROUGH
     THE WRITING OF OPTIONS. IN CONNECTION WITH SALES OF THE REGISTRABLE
     SECURITIES OR OTHERWISE, TIRE SELLING SECTRRITYHOLDER MAY ENTER INTO
     HEDGING TRANSACTIONS WITH BROKER-DEALERS, WHICH MAY IN TURN ENGAGE IN SHORT
     SALES OF THE REGISTRABLE SECURITIES IN THE COURSE OF HEDGING THE POSITIONS
     THEY ASSUME. THE SELLING SECURITYHOLDER MAY ALSO SELL REGISTRABLE
     SECURITIES SHORT AND DELIVER REGISTRABLE SECURITIES TO CLOSE OUT SUCH SHORT
     POSITIONS, OR LOAN OR PLEDGE REGISTRABLE SECURITIES TO BROKER-DEALERS THAT
     IN TURN MAY SELL SUCH SECURITIES.

     State any exceptions here:


                                       A-5
<PAGE>

(6)          Whether you are a corporation or not, the following three questions
     should be answered. If you are a corporation these questions should also be
     answered with respect to your officers, directors and holders of 5% or more
     of your equity securities; if you are a partnership such questions should
     also be answered with respect to your general partners.

          (a) EXCEPT AS SET FORTH BELOW IN THIS ITEM (6)(a), NEITHER THE
     UNDERSIGNED NOR ANY OF ITS AFFILIATES2 IS A MEMBER3 OF THE NATIONAL
     ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD") OR A PERSON ASSOCIATED
     WITH A MEMBER2 OF THE NASD.

     State any exceptions here:





          (b) EXCEPT AS SET FORTH BELOW IN THIS ITEM (6)(b), THE UNDERSIGNED
     DOES NOT OWN STOCK OR OTHER SECURITIES OF ANY NASD MEMBER NOT PURCHASED IN
     THE OPEN MARKET.

     State any exceptions here:



--------
2   NASD Rule 2720 defines the term "AFFILIATE" to mean a company which
controls, is controlled by or is under common control with a member. The term
affiliate is presumed to include the following:

               (i) a company will be presumed to control a member if the company
            beneficially owns 10 percent or more of the outstanding voting
            securities of a member which is a corporation, or beneficially owns
            a partnership interest in 10 percent or more of the distributable
            profits or losses of a member which is a partnership;

               (ii) a member will be presumed to control a company if the member
            and persons associated with the member beneficially own 10 percent
            or more of the outstanding voting securities of a company which is a
            corporation, or beneficially own a partnership interest in 10
            percent or more of the distributable profits or losses of a company
            which is a partnership;

               (iii) a company will be presumed to be under common control with
            a member if:

                  (1) the same natural person or company controls both the
               member and company by beneficially owning 10 percent or more of
               the outstanding voting securities of a member or company which is
               a corporation, or by beneficially owning a partnership interest
               in 10 percent or more of the distributable profits or losses of a
               member or company which is a partnership; or

                  (2) a person having the power to direct or cause the direction
               of the management or policies of the member or the company also
               has the power to direct or cause the direction of the management
               or policies of the other entity in question.

3   Article I of the NASD's By-Laws defines the term "MEMBER" to mean any broker
or dealer admitted to membership in the NASD and defines the term "PERSON
ASSOCIATED WITH A MEMBER" to mean every sole proprietor, partner, officer,
director or branch manager of any member, or any natural person occupying a
similar status or performing similar functions, or any natural person engaged in
the investment banking or securities business who is directly or indirectly
controlling or controlled by such member (for example, any employee), whether or
not such person is registered or exempt from registration with the NASD.


                                       A-6
<PAGE>


         (c) EXCEPT AS SET FORTH BELOW IN THIS ITEM (6)(c), THE UNDERSIGNED HAS
    NOT MADE ANY OUTSTANDING SUBORDINATED LOANS TO ANY NASD MEMBER.

    State any exceptions here:



         By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M (which governs manipulation, stabilization and trading
activity during a distribution of securities).

         In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date on
which such information is provided to the Company, the Selling Securityholder
agrees to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (6)
above and the inclusion of such information in the Resale Registration Statement
and related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company and any underwriters in an
underwritten offering of such Selling Securityholder's Registrable Securities
listed in Item (3) above, in connection with the preparation of the Resale
Registration Statement and related Prospectus.

         In accordance with the Selling Securityholder's obligation under
Sections 3(d) and (f) of the Exchange and Registration Rights Agreement to
provide such information as may be required by law for inclusion in the Resale
Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which
may occur subsequent to the date hereof at any time while the Resale
Registration Statement remains in effect. All notices hereunder and pursuant to
the Exchange and Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:

     (i)      Cendant Corporation
              9 West 57th Street
              New York, New York, 10019
              Attention:  Eric J. Bock, Senior Vice President, Law and Secretary

      (ii)    With a copy to:

              Skadden, Arps, Slate, Meagher & Flom
              Four Times Square
              New York, New York 10036
              Attention:  Vincent J. Pisano, Esq.


                                       A-7
<PAGE>

         Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of the
State of New York.


                                       A-8
<PAGE>




         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:
         --------------------------------------------

                  Selling Securityholder
                  (Print/type full legal name of beneficial
                  owner of Registrable Securities)



                  By:
                     --------------------------------
                      Name:
                      Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY AT:

                  Cendant Corporation
                  One Campus Drive
                  Parsippany, NJ
                  Attention:  Lynn Feldman



                                       A-9
<PAGE>

                                                                      Exhibit B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Attention: Trust Officer

         Re: Cendant Corporation. (the "COMPANY")
              6 % Notes due August 15, 2006


Dear Sirs:

         Please be advised that __________________ has transferred $___________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form S-3 (File No. 333-____) filed by the
Company.

         We hereby certify that the above-named beneficial owner of the Notes is
named as a "SELLING HOLDER" in the Prospectus dated, _________, 200_ or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

                                         Very truly yours,


                                         --------------------------------------
                                                       (Name)


                                         By:
                                            -----------------------------------
                                                  (Authorized Signature)




                                       B-1