Exhibit 10.1 First Amendment to Cendant Credit Facility


    EXHIBIT
      10.1

    


    FIRST
      AMENDMENT

    


    FIRST
      AMENDMENT (this “Amendment”),
      dated
      as of March 9, 2006, to the Five Year Competitive Advance and Revolving Credit
      Agreement (the “Credit
      Agreement”)
      dated
      as of November 22, 2004, among CENDANT CORPORATION (the “Borrower”),
      certain subsidiaries of the Borrower from time to time party thereto (the
“Subsidiary
      Borrowers”),
      the
      lenders referred to therein (the “Lenders”),
      and
      JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
      Agent”)
      for
      the Lenders.

     

    INTRODUCTORY
      STATEMENT

     

    The
      Borrower has requested that the Lenders amend certain provisions of the Credit
      Agreement as set forth herein.

     

    Subject
      to the terms and conditions set forth herein, the Lenders and the Administrative
      Agent consent to the proposed amendments to the Credit Agreement.

     

    Accordingly,
      the parties hereto hereby agree as follows:

     

    1.  DEFINED
      TERMS.

     

    Unless
      otherwise defined herein, capitalized terms have the meanings given to them
      in
      the Credit Agreement.

     

    2.  CONSENT.

     

    Notwithstanding
      any provision of the Credit Agreement to the contrary, but subject to Section
      6.2 of the Credit Agreement, as amended by this Amendment, the Lenders hereby
      consent to the Spin-Offs (as defined below).

     

    3.  AMENDMENTS
      TO THE CREDIT AGREEMENT.

     

    (a)  Amendments
      to Article 1 (Definitions).

     

    Section
      1
      of the Credit Agreement is hereby amended as follows:

    (i)  by
      deleting the definition of “Maturity Date” and inserting in lieu thereof the
      following new definition:

     

    “Maturity
      Date”
shall
      mean the earlier to occur of (i) the date on which both the Real Estate Services
      Spin-Off and the Hospitality Services Spin-Off (without regard to order) shall
      have been consummated and (ii) November 22, 2009, or the immediately preceding
      Business Day.; 

     

    (ii)  by
      inserting at the end of the definition of “Subsidiary Borrower” the
      following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “;
      provided
      that on
      and after the First Amendment Effective Date, neither Avis Budget Holdings,
      nor
      any of its Subsidiaries may be designated as a Subsidiary Borrower”;
      and

     

    (iii)  by
      adding
      thereto the following definitions in their appropriate alphabetical
      order:

     

    “Avis
      Budget”
shall
      mean Avis Budget Car Rental, LLC (formerly known as Cendant Car Rental Group,
      Inc.).

     

    “Avis
      Budget Credit Agreement”
shall
      mean the Credit Agreement, to be entered into on or around the First Amendment
      Effective Date, among Avis Budget, the lenders party thereto and JPMorgan Chase
      Bank, N.A., as administrative agent.

     

    “Avis
      Budget Finance”
shall
      mean Avis Budget Finance, Inc.

     

    “Avis
      Budget Holdings”
shall
      mean Avis Budget Holdings, LLC.

     

    “First
      Amendment Effective Date”
shall
      mean the date on which the First Amendment to this Agreement becomes effective
      according to its terms.

     

    “First
      Spin-Off”
means
      the first to occur of any of the Spin-Offs.

     

    “Hospitality
      Services Spin-Off”
shall
      mean the tax-free share distribution (and the actions taken in connection
      therewith) by Cendant to its shareholders of the businesses of Cendant that
      comprise its Hospitality Services and Timeshare Resorts segments as of the
      First
      Amendment Effective Date.

     

    “Real
      Estate Services Spin-Off”
shall
      mean the tax-free share distribution (and the actions taken in connection
      therewith) by Cendant to its shareholders of the businesses of Cendant that
      comprise its Real Estate Services segment as of the First Amendment Effective
      Date.

     

    “Spin-Offs”
shall
      mean the collective reference to the Hospitality Services Spin-Off, the Real
      Estate Services Spin-Off and the Travel Distribution Group Spin-Off, each a
      “Spin-Off”.

     

    “Travel
      Distribution Spin-Off”
shall
      mean the tax-free share distribution (and the actions taken in connection
      therewith) by Cendant to its shareholders of the businesses of Cendant that
      comprise its Travel Distribution segment as of the First Amendment Effective
      Date.

     

    (b)  Amendment
      to Section 6.1 (Limitation on Indebtedness).
      

     

    Section
      6.1 of the Credit Agreement is hereby amended as follows: 

     

    (i)  by
      deleting “and” at the end of paragraph (r) thereof;

     

    (ii)  by
      deleting paragraph (s) thereof in its entirety and inserting in lieu thereof
      the
      following new paragraph (s):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “(s) Indebtedness
      of Avis Budget and its Subsidiaries under the Avis Budget Credit Agreement;
      and”; and

     

    (iii)  by
      inserting the following new paragraph (t):

     

    “(t) Indebtedness
      of Avis Budget and Avis Budget Finance under senior unsecured notes in an
      aggregate principal amount not to exceed $1,000,000,000;”

     

    (c)  Amendment
      to Section 6.2 (Consolidation, Merger, Sale of Assets).

     

    Section
      6.2 of the Credit Agreement is hereby amended by inserting the following new
      paragraph (c):

     

    “(c)
      Notwithstanding anything to the contrary contained herein, nothing in this
      Section 6.2 shall be deemed to prohibit the First Spin-Off.”

     

    (d)  Amendment
      to Section 6.3 (Limitation on Liens).

     

    Section
      6.3 of the Credit Agreement is hereby amended by deleting from paragraph (h)
      thereof “and (h) through (q)” and inserting in lieu thereof “, (h) through (q)
      and (s)”.

     

    4.  WAIVER
      OF
      SECTION 6.1 (LIMITATION ON INDEBTEDNESS).

     

    Compliance
      with Section 6.1 of the Credit Agreement is hereby waived, solely for the
      purpose of permitting certain Subsidiaries of the Borrower to incur and have
      outstanding Indebtedness under senior unsecured credit facilities for the
      purpose of making dividends to the Borrower to finance, in part, the repayment,
      redemption, pre-funding or repurchase of existing Indebtedness of the Borrower
      and to pay fees and expenses related to the foregoing and to the Spin-Offs;
      provided
      that:
      (i)
      concurrently with the incurrence of any such Indebtedness, such Subsidiary
      shall
      enter into a written agreement, in form and substance reasonably satisfactory
      to
      the Administrative Agent, to guarantee the Obligations under the Credit
      Agreement for such time as it remains a Subsidiary of the Borrower and the
      Indebtedness incurred by such Subsidiary remains outstanding and (ii) if (x)
      both the Real Estate Services Spin-Off and the Hospitality Services Spin-Off
      have not occurred within 60 days of the first incurrence of Indebtedness
      permitted by the waiver contained in this Section 4 and (y) any Indebtedness
      permitted by the waiver contained in this Section 4 of a Subsidiary of the
      Borrower remains outstanding at such time, the Borrower shall have taken all
      actions required by Section 2.13 of the Credit Agreement to reduce the Total
      Commitment to $1,000,000,000.

     

    5.  CONDITIONS
      PRECEDENT.

     

    This
      Amendment shall become effective on the date on which the following conditions
      are satisfied (the “Effective
      Date”):
      

     

    (a)
      Amendment.
      The
      Administrative Agent shall have received a duly executed counterpart to this
      Amendment from the Borrower, each Subsidiary Borrower, the Administrative Agent
      and the Required Lenders.

     

    (b)
      Reduction
      of Commitments.
      The
      Borrower shall have taken all actions required by Section 2.13 of the Credit
      Agreement to reduce the Total Commitment to $2,000,000,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)
      Fees.
      The
      Administrative Agent shall have received all fees required to be paid on or
      before the Effective Date, and all expenses required to be paid on or before
      the
      Effective Date for which invoices have been presented. 

     

    6.  REPRESENTATIONS
      AND WARRANTIES.

     

    The
      Borrower hereby represents and warrants that each of the representations and
      warranties in Section 3 of the Credit Agreement (other than those contained
      in
      Sections 3.5 and 3.8) shall be, after giving effect to this Amendment, true
      and
      correct in all material respects as if made on and as of the Closing Date
      (unless such representations and warranties are stated to relate to a specific
      earlier date, in which case such representations and warranties shall be true
      and correct in all material respects as of such earlier date).

     

    7.  SOLVENCY
      CERTIFICATE.

     

    Concurrently
      with the effectiveness of the First Spin-Off, the Borrower hereby agrees to
      deliver to the Administrative Agent a solvency certificate from its chief
      financial officer substantially in the form of Exhibit A hereto.

     

    8.  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.

     

    9.  PAYMENT
      OF EXPENSES. 

     

    The
      Borrower agrees to pay or reimburse the Administrative Agent for all of its
      reasonable and documented out-of-pocket costs and expenses incurred in
      connection with this Amendment, any other documents prepared in connection
      herewith and the transactions contemplated hereby, including, without
      limitation, the reasonable fees and disbursements of one counsel to the
      Administrative Agent.

     

    10.  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.

     

    11.  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 or electronic transmission of the relevant signature
      pages hereof. 

     

    [remainder
      of page intentionally left blank]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the day and the year first above written.

     

    
      	 	 	 	
              CENDANT
                CORPORATION,

              as
                Borrower

               

            
	 	 	
              By:

            	
              /s/
                David B. Wyshner

            
	 	 	 	
              Name: David
                B. Wyshner

              Title: Executive
                Vice President and Treasurer

            


    

    


    
      	 	 	 	
              CENDANT
                MOBILITY HOLDINGS LIMITED,

              as
                a Subsidiary Borrower

               

            
	 	 	
              By:

            	
              /s/
                David B. Wyshner

            
	 	 	 	
              Name: David
                B. Wyshner 

              Title: Executive
                Vice President and Treasurer, Cendant
                Corporation, by Power of Attorney

            


    

    


    
      	 	 	 	
              GALILEO
                INTERNATIONAL TECHNOLOGY, LLC, as a Subsidiary Borrower

               

            
	 	 	
              By:

            	
              /s/
                David B. Wyshner

            
	 	 	 	
              Name: David
                B. Wyshner

              Title:
                 Executive
                Vice President and Treasurer, Cendant Corporation, by Power of
                Attorney

            


    

    


    
      	 	 	 	
              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent and as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Randolph Cates

            
	 	 	 	
              Name: Randolph
                Cates

              Title: Vice
                President

            


    

    


    
      	 	 	 	
              BANK
                OF AMERICA, N.A., as a Lender

               

            
	 	 	
              By:

            	
              /s/
                John Pocalyko

            
	 	 	 	
              Name: John
                Pocalyko

              Title:
                Senior Vice President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	
              BANK
                OF CHINA, NEW YORK BRANCH, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                William Smith

            
	 	 	 	
              Name: William
                Smith

              Title: Deputy
                General Manager

            


    

    


    
      	 	 	 	
              BANK
                OF MONTREAL, as a Lender

               

            
	 	 	
              By:

            	
              //s/
                Joseph W. Linder

            
	 	 	 	
              Name: 
                Joseph W. Linder

              Title: 
                Vice President

            


    

    


    
      	 	 	 	
              THE
                BANK OF NEW YORK, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Roger Grossman 

            
	 	 	 	
              Name: 
                Roger Grossman

              Title: Vice
                President

            


    

    


    
      	 	 	 	
              THE
                BANK OF NOVA SCOTIA, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Todd S. Meller 

            
	 	 	 	
              Name: Todd
                S. Meller

              Title:
                Managing Director

            


    

    


    
      	 	 	 	
              THE
                BANK OF TOKYO-MITSUBISHI UFJ, LTD, NEW YORK BRANCH, as a
                Lender

               

            
	 	 	
              By:

            	
              /s/
                Linda Tam  

            
	 	 	 	
              Name: Linda
                Tam

              Title:
                Authorized Signatory

            


    

    


    


    
      	 	 	 	
              BARCLAYS
                BANK PLC, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Nicolas Bell 

            
	 	 	 	
              Name: Nicholas
                Bell

              Title:
                Director

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	
              BAYERISCHE
                HYPO-UND VEREINSBANK AG NEW YORK BRANCH, as a Lender

               

            
	 	 	
              By:

            	
              //s/
                Ken Hamilton  

            
	 	 	 	
              Name: Ken
                Hamilton

              Title:
                Director

               

            
	 	 	
              By:

            	
              /s/
                Richard Cordover

            
	 	 	 	
              Name: Richard
                Cordover

              Title:
                Director

            


    

    


    


    
      	 	 	 	
              CALYON
                NEW YORK BRANCH, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Rod Hurst 

            
	 	 	 	
              Name: Rod
                Hurst

              Title:
                Director

               

            
	 	 	
              By:

            	
              /s/
                Yuri Muzichenko 

            
	 	 	 	
              Name: Yuri
                Muzichenko

              Title:
                Vice President

            


    

    


    
      	 	 	 	
              CHANG
                HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Jim C. Y. Chen 

            
	 	 	 	
              Name: Jim
                C. Y. Chen

              Title:
                VP & General Manager

            


    

    


    
      	 	 	 	
              CIBC
                INC., as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Dominic J. Sorresso

            
	 	 	 	
              Name: Dominic
                J. Sorresso

              Title:
                Executive Director

            


    

    


    
      	 	 	 	
              CITICORP
                NORTH AMERICA, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Hugo Arias

            
	 	 	 	
              Name: Hugo
                Arias

              Title:
                Director

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	
              MELLON
                BANK, N.A., as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Laurie G. Dunn 

            
	 	 	 	
              Name: Laurie
                G. Dunn

              Title:
                First Vice President 

            


    

    


    
      	 	 	 	
              MERRILL
                LYNCH BANK USA, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Louis Alder

            
	 	 	 	
              Name: Louis
                Alder

              Title:
                Director

            


    

    


    
      	 	 	 	
              MIZUHO
                CORPORATE BANK LIMITED, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Robert Gallagher 

            
	 	 	 	
              Name: Robert
                Gallagher

              Title:
                Senior Vice President

            


    

    


    


    
      	 	 	 	
              THE
                NORTHERN TRUST COMPANY, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Karen E. Dahl 

            
	 	 	 	
              Name: Karen
                E. Dahl

              Title:
                Vice President

            


    

    


    
      	 	 	 	
              PNC
                BANK, NATIONAL ASSOCIATION, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Michael Richards

            
	 	 	 	
              Name: Michael
                Richards

              Title:
                Senior Vice President

            


    

    


    
      	 	 	 	
              THE
                ROYAL BANK OF SCOTLAND, PLC, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Bruce G. Ferguson

            
	 	 	 	
              Name: Bruce
                G. Ferguson

              Title:
                Managing Director

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	
              SUMITOMO
                MITSUI BANKING CORPORATION, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                David A. Buck 

            
	 	 	 	
              Name: David
                A. Buck

              Title:
                Senior Vice President

            


    

    


    
      	 	 	 	
              SUNTRUST
                BANK, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Katherine Bass

            
	 	 	 	
              Name: Katherine
                Bass

              Title:
                Vice President

            


    

    


    
      	 	 	 	
              UBS
                LOAN FINANCE LLC, as a Lender

               

            
	 	 	 	
              /s/
                Richard L. Tavrow

            
	 	 	 	
              Name: Richard
                L. Tavrow

              Title:
                Director

               

            
	 	 	
              By:

            	
              /s/
                Irja R. Otsa 

            
	 	 	 	
              Name: Irja
                R. Otsa

              Title:
                Associate Director

            


    

    


    
      	 	 	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Karin E. Samuel 

            
	 	 	 	
              Name: Karin
                E. Samuel

              Title:
                Vice President

            


    

    


    
      	 	 	 	
              WELLS
                FARGO BANK, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Steven S. Anderson

            
	 	 	 	
              Name: Steven
                S. Anderson

              Title:
                Senior Vice President

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	
              WESTLB
                AG, NEW YORK BRANCH as a Lender

               

            
	 	 	
              By:

            	
              /s/
                John H. Moorhead 

            
	 	 	 	
                  
                Name: John
                H. Moorhead

                  
                Title: Director

               

            
	 	 	
              By:

            	
                  /s/
                Pui Chow

            
	 	 	 	
              Name: Pui
                Chow

              Title:
                Director

            


    

    


    
      	 	 	 	
              WESTPAC
                BANKING CORPORATION, as a Lender

               

            
	 	 	
              By:

            	
              /s/
                Isaac Rankin

            
	 	 	 	
              Name: Isaac
                Rankin

              Title:
                Head of Corporate & Institutional Banking,  

              Americas

              Tier
                2 Attorney

            


    

    


    
      	 	 	 	
              WILLIAM
                STREET CREDIT CORPORATION

              as
                a Lender

               

            
	 	 	
              By:

            	
              /s/
                Mark Walton

            
	 	 	 	
              Name: Mark
                Walton

              Title:
                Assistant Vice President

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

     

    FORM
      OF
      SOLVENCY CERTIFICATE

     

    This
      Solvency Certificate (this “Certificate”)
      is
      delivered in connection with the Credit Agreement, dated as of November 22,
      2004
      (as amended by the First Amendment, dated as of March 9, 2006, the “Credit
      Agreement”)
      among
      Cendant Corporation, (the “Borrower”),
      certain
      subsidiaries of the Borrower from time to time party thereto,
      the
      lenders party thereto (the “Lenders”),
      and
      JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
      Agent”)
      for
      the Lenders. Capitalized terms used herein without definition have the same
      meanings as in the Credit Agreement. 

     

    I
      am the
      duly qualified and acting Chief Financial Officer of the Borrower and am
      executing this document solely in that capacity. In such capacity, I have
      participated actively in the management of its financial affairs and am familiar
      with its consolidated financial statements. I have, together with other officers
      of the Borrower, acted on behalf of the Borrower in connection with the
      negotiation of the Credit Agreement and I am familiar with the terms and
      conditions thereof. 

     

    In
      my
      capacity as an officer of the Borrower, I hereby certify that to my
      knowledge:

     

    As
      of the
      Date hereof, after giving effect to the [First Spin-Off], the Borrower and
      its
      Consolidated Subsidiaries
      are
      Solvent. For purposes of this paragraph (i) “the
      Borrower and its Consolidated Subsidiaries” means the Borrower and its
      Consolidated Subsidiaries, taken as a whole
      and (ii)
“Solvent” means that (a) the
      amount of the “present fair saleable value” of the assets determined on an
      ongoing concern basis of the Borrower and its Consolidated Subsidiaries will,
      as
      of such date, exceed the amount of all “liabilities of the Borrower and its
      Consolidated Subsidiaries, contingent or otherwise” determined on an ongoing
      concern basis, as of such date, as such quoted terms are determined in
      accordance with applicable federal and state laws governing determinations
      of
      the insolvency of debtors, (b) the present fair saleable value of the assets
      determined on an ongoing concern basis of the Borrower and its Consolidated
      Subsidiaries will, as of such date, be greater than the amount that will be
      required to pay the liability determined on an ongoing concern basis of the
      Borrower and its Consolidated Subsidiaries on their debts as such debts become
      absolute and matured, (c) the Borrower and its Consolidated Subsidiaries will
      not have, as of such date, an unreasonably small amount of capital with which
      to
      conduct the businesses in which they are engaged, and (d) the Borrower and
      its
      Consolidated Subsidiaries will be able to pay their debts as they mature. For
      purposes of this definition, (i) “debt” means liability on a “claim”, and (ii)
“claim” means any (x) right to payment, whether or not such a right is reduced
      to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
      disputed, undisputed, legal, equitable, secured or unsecured or (y) right to
      an
      equitable remedy for breach of performance if such breach gives rise to a right
      to payment, whether or not such right to an equitable remedy is reduced to
      judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
      or unsecured.

     

    I
      represent the foregoing information is provided to the best of my knowledge
      and
      believe and execute this Certificate this ___ day of _________
      2006.

     

    
      	 	 	 	
              CENDANT
                CORPORATION,

            
	 	 	
              By:

               

            	 
	 	 	 	
              Name: 

              Title: