TAX RECEIVABLE PREPAYMENT AGREEMENT

Exhibit 10.1

Execution Version

TAX RECEIVABLE PREPAYMENT AGREEMENT

dated June 26, 2009

between

Wright Express Corporation

and

Realogy Corporation

TABLE OF CONTENTS

- i -

Schedules

Disclosure Schedule—None

- ii -

TAX RECEIVABLE PREPAYMENT AGREEMENT

This Tax Receivable Prepayment Agreement is entered into as of June 26, 2009 by and between Wright Express Corporation, a Delaware corporation (“WEX”) and Realogy Corporation, a Delaware corporation (“Realogy”).

WHEREAS pursuant to the Separation and Distribution Agreement dated as of July 27, 2006, by and among Avis Budget Group, Inc. (f/k/a Cendant Corporation) (“ABG”), Realogy, Wyndham Worldwide Corporation (“Wyndham”) and Travelport Inc. (the “Separation Agreement”), and as ratified pursuant to the ABG Agreement (as defined below), Realogy has acquired from ABG the right to receive 62.5% of the payments to ABG under the Tax Receivable Agreement, dated February 22, 2005, among WEX, Cendant Corporation, and Cendant Mobility Services Corporation (the “TRA”) and has assumed 62.5% of the liabilities and obligations of ABG under the TRA;

WHEREAS this Agreement contemplates a transaction in which WEX will prepay to Realogy contingent obligations to Realogy under the TRA, as specified in the Agreement, and Realogy will accept prepayment for such contingent rights under the TRA and will release WEX from obligations thereunder, as specified in this Agreement;

WHEREAS the parties to this Agreement intend to treat all payments by WEX hereunder as part of the purchase price (and interest thereon under the applicable provisions of the Code) for the assets transferred by ABG to WEX upon its conversion into a Delaware corporation on February 16, 2005;

WHEREAS contemporaneously with the execution of this Agreement, Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P., have entered into a guarantee agreement (the “Guarantee Agreement”);

NOW, THEREFORE, in consideration of the premises, representations, warranties and covenants herein contained, the Parties agree as follows:

Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article IX.

ARTICLE I

THE PREPAYMENT

1.1 Prepayment . Upon and subject to the terms and conditions of this Agreement, WEX shall make the payment set forth in Section 1.2 below to Realogy, as prepayment in full of its remaining contingent obligations to Realogy under Article III of the TRA (the “Prepayment”). Except as specifically set forth in Article VII of this Agreement, from and after the Closing, WEX shall have no further obligations under the TRA to ABG, Realogy or any other person claiming through ABG or Realogy on account of Realogy’s interest in the TRA (including under Articles III and VIII thereof), and Realogy hereby releases, remises and forever discharges WEX, its affiliates, shareholders and employees from any such obligations, effective as of the

[Signature page to Tax Receivable Prepayment Agreement]

Closing. Except as specifically set forth in Article VII of this Agreement, from and after the Closing, Realogy shall have no further obligations under the TRA (including Articles III and VIII thereof) to WEX, or any other person claiming on account of WEX’s interest in the TRA, and WEX hereby releases, remises and forever discharges Realogy, its affiliates, shareholders, and employees from any such obligations, effective as of the Closing.

1.2 The Closing .

(a) The Closing shall take place by electronic exchange of documents commencing at 9:00 a.m. local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.

(b) At the Closing:

(i) WEX shall make a payment of the Aggregate Prepayment Amount less the Expenses (other than the PLR Fees, with respect to which Realogy has put in place a letter of credit in the amount of $250,000 with WEX as the beneficiary thereunder) by wire transfer to an account designated by Realogy;

(ii) Realogy shall have provided evidence satisfactory to WEX of the release of all Security Interests in its rights, and in the rights of ABG, if any, in the TRA being prepaid hereunder; and

(iii) WEX and Realogy shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF REALOGY

Realogy represents and warrants to WEX that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date of this Agreement. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosures in any section or subsection of the Disclosure Schedule shall qualify the corresponding section or subsection in this Article II, except that it shall also qualify any other section where such disclosure is reasonably apparent.

2.1 Organization, Qualification and Corporate Power . Realogy is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Realogy has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it in all material respects.

2.2 Authorization of Transaction . Realogy has all requisite corporate power and authority to execute and deliver this Agreement and the ABG Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by Realogy of this Agreement

- 2 -

and the ABG Agreement and the performance by Realogy of this Agreement and the ABG Agreement and the consummation by Realogy of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Realogy. This Agreement and the ABG Agreement have been duly and validly executed and delivered by Realogy and such agreements, together with the TRA and the Separation Agreement, constitute valid and binding obligations of Realogy, enforceable against Realogy in accordance with their terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

2.3 Noncontravention . Neither the execution and delivery by Realogy of this Agreement or the ABG Agreement, nor the consummation by Realogy of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the Certificate of Incorporation or by-laws of Realogy, (b) require on the part of Realogy any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Realogy is a party or by which Realogy is bound or to which any of its assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not be material or which would not materially adversely affect the consummation or enforceability of the transactions contemplated hereby or thereby or (ii) any notice, consent or waiver the absence of which would not adversely affect the consummation or enforceability of the transactions contemplated hereby or thereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Realogy or any of its properties or assets.

2.4 Ownership of Rights . Realogy has the sole and exclusive rights to receive the payments under the TRA assigned or purported to be assigned to Realogy pursuant to the ABG Agreement and the Separation Agreement, and to exercise all of the rights assigned or purported to be assigned to Realogy pursuant to the ABG Agreement and the provisions of the Separation Agreement that relate to the matters contained in the ABG Agreement, and such rights are free and clear of all Security Interests other than such Security Interests as shall have been released on or before Closing.

2.5 Contracts . Realogy has delivered to WEX a complete and accurate copy of the Separation Agreement and any other agreements to which Realogy is a party or of which it has knowledge (including written summaries of any oral agreements) adversely affecting the rights of WEX under this Agreement. The provisions of the Separation Agreement that relate to the matters contained in the ABG Agreement are legal, valid, binding on and enforceable against Realogy and in full force and effect to the extent not modified by the ABG Agreement and Realogy is not in material breach or in material violation of, or material default under, any such provision, and no event has occurred, is pending or is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Realogy or any other party under any such provision of the Separation Agreement in a manner adverse to WEX.

- 3 -

2.6 Litigation . There is no Legal Proceeding which is pending or has been threatened in writing, or judgment, order or decree outstanding, against or otherwise naming Realogy which in any manner challenges or seeks, or would if commenced challenge or seek, to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. To Realogy’s knowledge, there is no Legal Proceeding which is pending or has been threatened in writing, or judgment, order or decree outstanding, against ABG which in any manner challenges or seeks or would if commenced challenge or seek to prevent, enjoin, alter or delay the transactions contemplated by this Agreement.

2.7 Financial Statements .

(a) Realogy has filed all registration statements, forms, reports and other documents required to be filed by Realogy with the United States Securities and Exchange Commission (the “SEC”) since January 1, 2008. All such registration statements, forms, reports and other documents are referred to herein as the “Realogy SEC Reports.”

(b) The consolidated financial statements (including, in each case, any related notes and schedules) contained in the 2008 Form 10-K and 2009 Form 10-Q for the first quarter of 2009 at the time filed (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (ii) fairly presented in all material respects the consolidated financial position of Realogy and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were subject to normal and recurring year-end adjustments, none of which are expected to have a material adverse effect on Realogy.

2.8 No Additional Representations . Realogy acknowledges that neither WEX nor any person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WEX furnished or made available to Realogy and its representatives except as expressly set forth in this Agreement.

2.9 Brokers’ Fees . Realogy has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF WEX

WEX represents and warrants to Realogy that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.

3.1 Organization and Corporate Power . WEX is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. WEX has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

- 4 -

3.2 Authorization of the Transaction . WEX has all requisite corporate power and authority to execute and deliver this Agreement and the ABG Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by WEX of this Agreement and the ABG Agreement, the performance by WEX of this Agreement and the ABG Agreement and the consummation by WEX of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of WEX. This Agreement and the ABG Agreement have been duly and validly executed and delivered by WEX and this Agreement, the ABG Agreement and the TRA constitute valid and binding obligations of WEX, enforceable against WEX in accordance with their terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.3 Noncontravention . Neither the execution and delivery by WEX of this Agreement or the ABG Agreement, nor the consummation by WEX of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the Certificate of Incorporation or by-laws of WEX, (b) require on the part of WEX any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which WEX is a party or by which it is bound or to which any of its assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which is not material or which would not materially adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not adversely affect the consummation of the transactions contemplated hereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to WEX or any of its properties or assets.

3.4 [Reserved]

3.5 No Additional Representations . WEX acknowledges that neither Realogy nor any person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Realogy furnished or made available to WEX and its representatives except as expressly set forth in this Agreement (which includes the Disclosure Schedule).

3.6 Brokers’ Fees . WEX has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

- 5 -

ARTICLE IV

CERTAIN COVENANTS

4.1 Confidentiality . The parties contemplate public disclosure of this Agreement (including to the extent each party deems it necessary to include in its required public filings or to communicate with its investors) and will develop in good faith a separate Confidentiality Agreement to govern the exchange of other confidential information necessary to implement a request for a Private Letter Ruling or other further joint activities.

ARTICLE V

[RESERVED]

ARTICLE VI

POST-CLOSING COVENANTS

6.1 Press Releases and Announcements . Other than public disclosures contemplated by Section 4.1, neither Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party.

6.2 Private Letter Ruling Request . WEX agrees as soon as practicable following the Closing to submit a request to the Internal Revenue Service for the Private Letter Ruling; provi