Exhibit 10.1 First Amendment to Asset Linked Facility


    EXHIBIT
      10.1

     

    FIRST
      AMENDMENT

    


    FIRST
      AMENDMENT (this “Amendment”),
      dated
      as of March 8, 2006, to the Three Year Senior Asset-Linked Revolving Credit
      Agreement (the “Credit
      Agreement”)
      dated
      as of June 17, 2004, among CENDANT CORPORATION (the “Borrower”),
      the
      lenders referred to therein (the “Lenders”),
      CITICORP USA, INC., as syndication agent (the "Syndication
      Agent"),
      and
      BANK OF AMERICA, N.A., as administrative agent (the “Administrative
      Agent”)
      for
      the Lenders.

     

    INTRODUCTORY
      STATEMENT

     

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

     

    Subject
      to the terms and conditions set forth herein, the Required 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 Fundamental Documents to the contrary, the Required Lenders
      hereby consent to the Real Estate Services Spin-Off.

     

    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 the tax-free distribution
      for
      the Hospitality Services Spin-Off is consummated and (ii) June 17, 2007, or
      the
      immediately preceding Business Day.; and

     

    (ii)  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, dated as of April [__], 2006, 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.

     

    “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 (l) thereof;

     

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

     

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

     

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

     

    “(n) 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):

     

    
      
         

      

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

     

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

     

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

     

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

     

    (ii)
      by
      replacing “.” with “;” at the end of paragraph (l);

     

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

     

    “(m) any
      Liens
      securing Indebtedness and related obligations of the Borrower or any of its
      Material Subsidiaries to the extent such Indebtedness and related obligations
      are permitted under Section 6.1(l) hereof.”; and

     

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

     

    “(n) any
      Liens
      securing Indebtedness and related obligations of the Borrower or any of its
      Material Subsidiaries to the extent such Indebtedness and related obligations
      are permitted under Section 6.1(m) hereof.”

     

    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.

     

    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, the Administrative Agent and the Required
      Lenders.

     

    (b)
      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).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7.  AMENDMENTS
      TO FUNDAMENTAL DOCUMENTS.

     

    The
      Borrower and the Required Lenders hereby agree that all references in the
      Fundamental Documents to the Credit Agreement shall mean the Credit Agreement
      as
      amended hereby.

    


    8.  SOLVENCY
      CERTIFICATE.

     

    Concurrently
      with the effectiveness of the Real Estate Services 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.

     

    9.  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.

     

    10.  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.

     

    11.  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.

     

    12.  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]

     


    
      
         

      

      
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    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:

            	
              /David
                B. Wyshner/

            
	 	 	 	
              Name:
                David B. Wyshner

              Title:
                Executive Vice President and
                Treasurer

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	 	 	
              CITICORP
                USA, INC., 

              as
                Syndication Agent

            
	 	 	
              By:

            	
              /Hugo
                Arias/

            
	 	 	 	
              Name:
                Hugo Arias

              Title:
                Director

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	 	 	
              BANK
                OF AMERICA, N.A., 

              as
                Administrative Agent and as a Lender

               

            
	 	 	
              By:

            	
              /John
                Pocalyko/

            
	 	 	 	
              Name:
                John Pocalyko

              Title:
                Senior Vice President

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    
      	 	 	 	
              THE
                BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (formerly known
                as The
                Bank of Tokyo-Mitsubishi, Ltd., New York Branch), as a
                Lender

            
	 	 	
              By:

            	
              /Linda
                Tam/

            
	 	 	 	
              Name:
                Linda Tam

              Title:
                Authorized Signatory

            


    

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    


    
      	 	 	 	
              THE
                BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (successor by
                merger
                to UFJ Bank Limited), as a Lender

            
	 	 	
              By:

            	
              /Linda
                Tam/

            
	 	 	 	
              Name:
                Linda Tam

              Title:
                Authorized Signatory

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     



    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    


    
      	 	 	 	
              Calyon
                New York Branch, as a Lender

            
	 	 	
              By:

            	
              /Rod
                Hurst/

            
	 	 	 	
              Name:
                Rod Hurst

              Title:
                Director

            


    

    


    


    
      	 	 	
              By:

            	
              /Yufi
                Muzichenko/ 

            
	 	 	 	
              Name:
                Yufi Muzichenko

              Title:
                Vice President

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    


    
      	 	 	 	
              CREDIT
                SUISSE, Cayman Islands Branch (formerly known as CREDIT SUISSE FIRST
                BOSTON, acting through its Cayman Islands Branch), as a
                Lender

            
	 	 	
              By:

            	
              /Bill
                O'Daly/

            
	 	 	 	
              Name:
                Bill
                O'Daly

              Title:
                Director

            


    

    


    


    


    
      	 	 	
              By:

            	
              /Cassandra
                Droogan/

            
	 	 	 	
              Name:
                Cassandra
                Droogan

              Title:
                Vice President

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    


    
      	 	 	 	
              MERRILL
                LYNCH BANK USA, as a Lender

               

            
	 	 	
              By:

            	
              /David
                Millett/

            
	 	 	 	
              Name:
                David
                Millett

              Title:
                Vice President

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    
      	 	 	 	
              Mizuho
                Corporate Bank, Ltd, as a Lender

               

            
	 	 	
              By:

            	
              /Robert
                Gallagher/ 

            
	 	 	 	
              Name:
                Robert
                Gallagher

              Title:
                Senior Vice President & Group
                Head

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    
      	 	 	 	
              The
                Royal Bank of Scotland, plc, as a Lender

               

            
	 	 	
              By:

            	
              /Bruce
                G. Ferguson/

            
	 	 	 	
              Name:
                Bruce
                G. Ferguson

              Title:
                Managing Director

            


    

    


     

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Signature
      Page to Amendment of 

    Cendant
      Corporation Credit Agreement

    


    


    
      	 	 	 	
              SUMITOMO
                MITSUI BANKING CORPORATION, as a Lender

               

            
	 	 	
              By:

            	
              /David
                A. Buck/

            
	 	 	 	
              Name:
                David
                A. Buck

              Title:
                Senior Vice President

            


    

    


    


    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

     

    FORM
      OF
      SOLVENCY CERTIFICATE

     

    This
      Solvency Certificate (this “Certificate”)
      is
      delivered in connection with the Credit Agreement, dated as of June 17, 2004
      (as
      amended by the First Amendment, dated as of April [__], 2006, the “Credit
      Agreement”)
      among
      Cendant Corporation, (the “Borrower”),
      the
      lenders party thereto (the “Lenders”),
      Citicorp USA, Inc., as syndication agent (the "Syndication
      Agent")
      and
      Bank of America, 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 Real Estate Services 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: