0001193125-06-140779 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New Jersey

This Employment Agreement (“Agreement”) is dated as of the Effective Date (as hereinafter defined), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”) and Stephen P. Holmes (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New York

This Employment Agreement (“Agreement”) is dated as of the “Effective Date” (as hereinafter defined), by and between Realogy Corporation, a Delaware corporation (the “Company”), and Henry R. Silverman (the “Executive”).

PURCHASE AGREEMENT by and among Cendant Corporation, Travelport Inc. and TDS Investor LLC Dated as of June 30, 2006
Purchase Agreement • June 30th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New York
June 26, 2006
Cendant Corp • June 30th, 2006 • Real estate agents & managers (for others)

Reference is made to (1) the Amended and Extended Employment Agreement, dated as of July 1, 2002, as thereafter amended from time to time (as so amended, the “Employment Agreement”), by and between Cendant Corporation (the “Company”) and you and (2) the plan, approved by the Company’s Board of Directors (the “Board”), to separate the Company into four independent companies—one each for the Company’s Real Estate Services business (“Realogy Corporation” or “Realogy”), Hospitality Services and Timeshare Resorts businesses (“Wyndham Worldwide Corporation” or “Wyndham”), Travel Distribution Services business (“Travelport”) and Vehicle Rental business (which will be operated by the Company), as such plan has been, and in the future may be, amended by the Board (such plan, the “Transaction”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

Ms. Lin Coughlin Chief Administrative Officer, Cendant Corporation One Campus Drive Parsippany, NJ 07054 Dear Lin:
Cendant Corp • June 30th, 2006 • Real estate agents & managers (for others)

This is to confirm our mutual agreement that you will remain employed with, and not resign from, Cendant Corporation (“Cendant”) in your current position, through December 31, 2006, or such other date which we mutually agree to. In consideration of your agreement to remain in your current position through such date, Cendant agrees not to terminate your employment prior to such date, without your consent, other than for cause, and other than in connection with your breach of Cendant’s Code of Conduct.

CENDANT RENTAL CAR FUNDING (AESOP) LLC, as Issuer AVIS BUDGET CAR RENTAL, LLC, as Administrator MIZUHO CORPORATE BANK, LTD., as Administrative Agent CERTAIN FINANCIAL INSTITUTIONS, as Purchasers and THE BANK OF NEW YORK, as Trustee and Series 2004-1 Agent
Cendant Corp • June 30th, 2006 • Real estate agents & managers (for others) • New York

SECOND AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT, dated as of June 27, 2006 (this “Supplement”), among CENDANT RENTAL CAR FUNDING (AESOP) LLC (formerly known as AESOP Funding II L.L.C.), a special purpose limited liability company established under the laws of Delaware (“CRCF”), AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, Inc.) (as assignee of Avis Rent A Car System, LLC), a Delaware limited liability company (“ABCR”), as administrator (the “Administrator”), MIZUHO CORPORATE BANK, LTD. (“Mizuho”), in its capacity as administrative agent for the Purchasers (the “Administrative Agent”), the Purchasers (as defined herein), THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”) and THE BANK OF NEW YORK, a New York banking corporation, as agent for the benefit of the Series 2004-1 Noteholders and each Series 2004-1 Interest Rate Hed

June 26, 2006
Cendant Corp • June 30th, 2006 • Real estate agents & managers (for others)

Reference is made to (1) the Employment Agreement, dated as of September 12, 1997, as thereafter amended from time to time (as so amended, the “Agreement”), by and between Cendant Corporation (the “Company”) and you and (2) the plan, approved by the Company’s Board of Directors (the “Board”), to separate the Company into four independent companies—one each for the Company’s Real Estate Services business (“Realogy”), Hospitality Services and Timeshare Resorts businesses (“Wyndham”), Travel Distribution Services business and Vehicle Rental business (which will be operated by the Company), as such plan has been, and in the future may be, amended by the Board (such plan, the “Transaction”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

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