AMENDMENT TO THE TAX SHARING AGREEMENT

Exhibit 10.1

AMENDMENT TO THE TAX SHARING AGREEMENT

          This Amendment, executed July 8, 2008 and effective as of July 28, 2006 (this “ Amendment ”), to the Tax Sharing Agreement, entered into as of July 28, 2006 (as may be amended from time to time, the “ Agreement ”), by and between Avis Budget Group, Inc., a Delaware corporation, formerly known as Cendant Corporation (“ Cendant ”), Realogy Corporation, a Delaware corporation (“ Realogy ”), Wyndham Worldwide Corporation, a Delaware corporation (“ Wyndham ”) and Travelport Inc., a Delaware corporation (“ Travelport ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

           WHEREAS , Section 13.6 of the Agreement provides that no amendment to the Agreement shall be effective unless it shall be in writing and signed by each Party to the Agreement;

           WHEREAS , Section 1.3(c)(ii) of the Agreement provides that if a Travelport Sale occurs, any and all rights and obligations of and to Travelport pursuant to the Agreement will be terminated and deemed null and void and be of no further force or effect;

           WHEREAS , Travelport was sold to TDS Investor Corporation, formerly known as TDS Investor LLC, pursuant to the Purchase Agreement, dated as of June 30, 2006, as amended on August 23, 2006, between Cendant and Travelport, on the one hand, and TDS Investor Corporation, on the other hand; and

           WHEREAS , Cendant, Realogy and Wyndham (together, the “Parties”) wish to amend the Agreement as provided in this Amendment.

           NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

          1.  Amendment to Section 1.1 . Section 1.1 of the Agreement is hereby amended by adding the following defined term after subsection (11).

               “(11A) “ Assume ” has the meaning set forth in Section 3.1 .”

          2.  Amendment to Section 1.1 . Section 1.1 of the Agreement is hereby amended by adding the following defined term after subsection (12).

               “(12A) “ Avis Australia ” means Avis Management Pty. Ltd.

          3.  Amendment to Section 1.1(15) (definition of “CCRG Audit Sharing Percentage”) . Section 1.1(15) of the Agreement is hereby amended as follows:

               (a) Delete “and” at the end of subsection (i)(II).

               (b) Add “and” at the end of subsection (i)(III).

               (c) Add new subsection (i)(IV) which shall state “the aggregate amount of disallowed deduction, loss or credit directly attributable to any (x) election by or on behalf of Avis Australia and any Subsidiary thereof that is engaged in the Vehicle Rental Business to claim accelerated depreciation for Australian Income Tax purposes or (y) any Refund received by Cendant pursuant to Section 4.1(e).”

          4.  Amendment to Section 1(16) (definition of “CCRG Entities”) . Section 1.1(16) is hereby amended as follows:

               (a) Delete “.” at the end of such definition.

               (b) Add “and Avis Australia and its Subsidiaries that are engaged in the Vehicle Rental Business, provided , however , that solely for purposes of Income Taxes for the taxable years ended December 31, 2005 and December 31, 2006, Avis Australia and such Subsidiaries shall not be treated as CCRG Entities.”

          5.  Amendment to Section 1.1(31) (definition of “Cendant Shared Entities”) . Section 1.1(31) of the Agreement is hereby amended as follows:

               (a) Delete “and” at the end of subsection (iii).

               (b) Delete “.” at the end of subsection (iv) and insert “; and”

               (c) Add subsection (v), which shall state “Avis Australia and its Subsidiaries that are engaged in the Vehicle Rental Business, provided , however , that Avis Australia and such Subsidiaries shall be treated as Cendant Shared Entities solely for purposes of Income Taxes for the taxable years ended December 31, 2005 and December 31, 2006.”

          6.  Amendment to Section 1.1 . Section 1.1 of the Agreement is hereby amended by adding the following defined terms after subsection (45).

               “(45A) “ Excess 2006 Avis Australia Income Tax Refund ” shall mean, with respect to the taxable year ended December 31, 2006 of Avis Australia and its Subsidiaries that are engaged in the Vehicle Rental Business, the excess, if any, of (i) the amount of the Refund for Income Taxes received by Avis Australia and such Subsidiaries for such taxable year over (ii) the amount of the Refund for Income Taxes, if any, that hypothetically would have been received by Avis Australia and such Subsidiaries for such taxable year assuming (x) that Avis Australia and such Subsidiaries did not elect to claim accelerated depreciation for Australian Income Tax purposes for such year and (y) the same facts and using the same methods, rate(s), elections (other than the election to claim accelerated depreciation), conventions and practices used in determining the actual Income Tax liability of Avis Australia and such Subsidiaries and the amount of such Refund for such Income Taxes for such taxable year set forth in clause (i) of this definition.

          7.  Amendment to Section 1.1(98) . Section 1.1(98) (definition of “Pre-2007 Shared Entity Audit Other Adjustments”) of the Agreement is hereby amended as follows:

               (a) Delete subsection (i), and

               (b) Add new subsection (i) which shall state:

“the aggregate amount of income and gain set forth in clause (i)(I), the aggregate amount of disallowed deduction, loss or credit (and increased income and gain) set forth in clause (i)(II), the aggregate amount of income and gain (and disallowed deduction, loss or credit) set forth in clause (i)(III), and the aggregate amount of disallowed deduction, loss or credit set forth in clause (i)(IV), of the definition of the defined term “CCRG Audit Sharing Percentage”

          8.  Amendment to Section 1.1(99) . Section 1.1(99) (definition of “Pre-2007 Shared Entity Audit Tax Amount”) of the Agreement is hereby amended by adding the following sentence at the end of such definition:

“For the avoidance of doubt, Pre-2007 Shared Entity Audit Tax Amount shall include any additional amount of Tax required to be paid (including the disallowance of a Refund) resulting from the disallowance of any deduction, loss or credit directly attributable to any election by or on behalf of Avis Australia and any Subsidiary thereof that is engaged in the Vehicle Rental Business to claim accelerated depreciation for Australian Income Tax purposes.”

          9.  Amendment to Section 2.1 . The second sentence of Section 2.1(a)(i) is hereby replaced and amended in its entirety with the following:

               “Such Pre-2007 Cendant Shared Entity Tax Returns shall be prepared in a manner consistent with the past practice of each Cendant Shared Entity unless otherwise required by applicable Law, provided , however , that Cendant shall be permitted to file Income Tax Returns fo