AMENDMENT (this "Amendment"), dated as of May 6, 1998, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of October 2, 1996 (as each of the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreements"), by and among CENDANT CORPORATION, a Delaware corporation (the "Borrower"), the financial institutions parties thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as agent for the Lenders (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Amendment and Waiver dated as of April 15, 1998 (the "April Waiver") the Lenders waived compliance by the Borrower with certain provisions of the Credit Agreements through June 15, 1998; WHEREAS, the Borrower has requested the Lenders to amend certain provisions of the April Waiver and of the Credit Agreements upon the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows: 1. Defined Terms. Terms defined in the Credit Agreements and used herein shall have the meanings given to them in the Credit Agreements. 2. Amendments. (a) The Required Lenders under each Credit Agreement hereby agree that each reference in Section 2(b) and 2(c) of the April Waiver to the date "June 15, 1998" shall instead be a reference to "August 31, 1998". (b) Section 1 of each Credit Agreement is hereby amended by adding at the end of the definition of "Consolidated Interest Expense" the following: Notwithstanding the foregoing, interest expense on any Indebtedness of the Borrower or any of its Subsidiaries which (or the proceeds of which) directly or indirectly provides credit support for the RAC Loan Notes shall be deemed not to be included in Consolidated Interest Expense. (c) Section 1 of each Credit Agreement is hereby amended by adding at the end of the definition of "Indebtedness" the following: In order to avoid doubt with respect to double counting, any Indebtedness of the Borrower or any of its Subsidiaries, in an amount not to exceed the principal of the RAC Loan Notes, which (or the proceeds of which) directly or indirectly provides credit support for the RAC Loan Notes shall be deemed not to be Indebtedness for purposes of this Agreement. (d) Section 1 of each Credit Agreement is hereby amended by adding thereto in appropriate alphabetical order the following definitions: "CFHC" shall mean Cendant Finance Holding Corporation (comprising the companies formerly constituting, and owned by, HFS Incorporated), a Delaware corporation. "RAC Loan Notes" shall mean the loan notes to be issued by the Borrower to the sellers of the RAC Motoring Service Limited business in connection with the Borrower's acquisition of such business. (e) Section 6.1 of each Credit Agreement is hereby amended as follows: (i) the word "and" at the end of paragraph (g) is deleted; (ii) the phrase "and paragraph (i) below" is added immediately after the phrase "(a) - (g) above" in paragraph (h) thereof; (iii) the period at the end of paragraph (h) thereof is deleted and replaced with the phrase "; and"; and (iv) the following paragraph is added at the end thereof: (i) in addition to the Indebtedness permitted by paragraphs (a) - (h) above, Indebtedness of CFHC so long as CFHC shall have guaranteed payment of the Borrower's obligations under this Agreement on terms reasonably satisfactory to the Administrative Agent. (f) Section 6.5 of each Credit Agreement is hereby amended as follows: (i) the word "and" at the end of paragraph (g) is deleted; and (ii) paragraph (h) is relettered paragraph (i) and the following new paragraph (h) is added: (h) Liens consisting of cash and/or cash equivalents collateral securing the RAC Loan Notes or guarantees thereof provided that the amount of such cash collateral shall not exceed the amount of unpaid principal and accrued interest on the RAC Loan Notes at any time; and 3. Effective Date. This Amendment shall become effective on the date (the "Effective Date") on which the Borrower, the Administrative Agent and the Required Lenders under each Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment. 4. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement and each of the Fundamental Documents are and shall remain in full force and effect. 5. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 6. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. 7. Fundamental Document. Any guarantee of a Credit Agreement executed by CFHC in accordance with Section 6.1(i) of such Credit Agreement shall be a Fundamental Document under such Credit Agreement. IN WITNESS WHEREOF, the undersigned have caused this Waiver to be executed and delivered by their duly authorized officers as of the date first above written. CENDANT CORPORATION By: /s/ Michael P. Monaco Title: Vice Chairman and Chief Financial Officer THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ Carol A. Ulmer Title: Vice President ABN-AMRO BANK N.V. NEW YORK BRANCH By: Name: Title: By: Name: Title: ANK OF AMERICA NT&SA By: /s/ Steve Aronowitz Title: Managing Director BANK OF MONTREAL By: Name: Title: THE BANK OF NEW YORK By: Name: Title: THE BANK OF NOVA SCOTIA By: Name: Title: BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ William Dinicola Title: Vice President BANQUE PARIBAS By: Name: Title: By: Name: Title: BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH By: /s/ Peter Obermann By: /s/ Sean O'Sullivan Title: Senior Vice President Title: Vice President BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH By: /s/ Marianne Weinzinger Title: Vice President By: /s/ Pamela J. Gillons Title: Assistant Treasurer CIBC INC. By: /s/ Elizabeth Fischer Title: Executive Director CIBC Oppenheimer Corp. AS AGENT CITIBANK, N.A. By: /s/ Larry Farley Title: Vice President COMERICA BANK By: /s/ Kimberly S. Kersten Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: Name: Title: CREDIT SUISSE FIRST BOSTON By: /s/ Chris T. Horgan Title: Vice President By: /s/ Kristin Lepri Title: Associate DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLAND BRANCH By: /s/ John L. Dean By: /s/ Lynne Mc Carthy Title: Senior Vice President Title: Asst. Vice President FIRST AMERICAN NATIONAL BANK By: /s/ Scott Bane Title: Senior Vice President FIRST HAWAIIAN BANK By: Name: Title: THE FIRST NATIONAL BANK OF BOSTON By: /s/ Carlton F. Williams Title: Director THE FIRST NATIONAL BANK OF CHICAGO By: /s/ Cory M. Helfand Title: Vice President FIRST NATIONAL BANK OF MARYLAND By: Name: Title: FIRST UNION NATIONAL BANK By: Name: Title: FLEET NATIONAL BANK By: Name: Title: THE FUJI BANK, LIMITED NEW YORK BRANCH By: Name: Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH By: /s/ John V. Veltri Title: Joint General Manager MELLON BANK, N.A. By: Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: Name: Title: NATIONSBANK, N.A. By: /s/ Eileen C. Higgins Title: Vice President THE NORTHERN TRUST COMPANY By: Name: Title: PNC BANK, N.A. By: Name: Title: ROYAL BANK OF CANADA By: Name: Title: THE SAKURA BANK, LIMITED By: Name: Title: THE SANWA BANK, LIMITED By: Name: Title: THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH By: /s/ John C. Kissinger Title: Joint General Manager SUMMIT BANK By: Name: Title: THE TOKAI BANK LIMITED NEW YORK BRANCH By: Name: Title: UNITED STATES NATIONAL BANK OF OREGON By: Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: Name: Title: BANKERS TRUST COMPANY By: Name: Title: