WYNDHAM WORLDWIDE CORPORATION and MELLON INVESTOR SERVICES LLC as Rights Agent Rights Agreement Dated as of July 13, 2006Rights Agreement • July 19th, 2006 • Wyndham Worldwide Corp • Hotels & motels • Delaware
RIGHTS AGREEMENT, dated as of July 13, 2006 (this “Agreement”), between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
WYNDHAM WORLDWIDE CORPORATION $350,000,000 5.100% Notes due 2025 Underwriting AgreementUnderwriting Agreement • September 15th, 2015 • Wyndham Worldwide Corp • Hotels & motels • New York
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2018 • Wyndham Destinations, Inc. • Hotels & motels • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2018 by and between Wyndham Destinations, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and the undersigned, an individual (“Indemnitee”).
COMMERCIAL PAPER DEALER AGREEMENT between WYNDHAM WORLDWIDE CORPORATION, as Issuer and as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of October 2, 2012 between the Issuer and U.S. Bank, National...Commercial Paper Dealer Agreement • October 4th, 2012 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS COMMERCIAL PAPER DEALER AGREEMENT (this “Agreement”) is made as of October 2, 2012, between Wyndham Worldwide Corporation (the “Issuer”) and the dealer set forth on the signature page hereto (the “Dealer”) concerning Notes (as defined below) to be issued pursuant to an Issuing and Paying Agency Agreement dated as of October 2, 2012, between the Issuer and U.S. Bank, National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent Agreement”).
WYNDHAM WORLDWIDE CORPORATION $250,000,000 5.625% Notes due 2021 Underwriting AgreementUnderwriting Agreement • March 3rd, 2011 • Wyndham Worldwide Corp • Hotels & motels • New York
Wyndham Worldwide Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 5.625% Notes due 2021 identified in Schedule II hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of November 20, 2008, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and a fifth supplemental indenture between the Company and the Trustee to be dated the Closing Date (together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of neuter in this Ag
CREDIT AGREEMENT Dated as of May 31, 2018 amongCredit Agreement • June 4th, 2018 • Wyndham Destinations, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 31, 2018, among Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation), a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of May 30, 2018 amongCredit Agreement • May 31st, 2018 • Wyndham Destinations, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a “Term B Loan Joinder”) (collectively, the “Lenders” and individually, a “Lender”).
WYNDHAM WORLDWIDE CORPORATION $250,000,000 7.375% Notes due 2020 Underwriting AgreementUnderwriting Agreement • February 26th, 2010 • Wyndham Worldwide Corp • Hotels & motels • New York
Wyndham Worldwide Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 7.375% Notes due 2020 identified in Schedule II hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of November 20, 2008, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and a third supplemental indenture between the Company and the Trustee to be dated the Closing Date (together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of neuter in this Ag
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 20th, 2020 • Wyndham Destinations, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 31, 2018, among Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation), a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • Wyndham Worldwide Corp • Hotels & motels • 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”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 14th, 2022 • Travel & Leisure Co. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 31, 2018, among Travel + Leisure Co. (formerly known as Wyndham Destinations, Inc.), a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attention: Equity Derivatives Facsimile: (212) 723-8328 Telephone: (212) 723-7357 May 13, 2009Warrant Agreement • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
To: Wyndham Worldwide Corporation 22 Sylvan Way Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 21st, 2023 • Travel & Leisure Co. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 31, 2018, among Travel + Leisure Co. (formerly known as Wyndham Destinations, Inc.), a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2024 • Travel & Leisure Co. • Hotels & motels • Florida
This Amended and Restated Employment Agreement (this “Agreement”), effective as of June 1, 2024 (the “Effective Date”), is hereby made by and between Travel + Leisure Co. formerly known as Wyndham Destinations, Inc., a Delaware corporation (the “Company”), and Michael Hug (the “Executive”).
INDENTURE AND SERVICING AGREEMENT Dated as of October 7, 2009 by and among SIERRA TIMESHARE 2009-2 RECEIVABLES FUNDING LLC, as Issuer and WYNDHAM CONSUMER FINANCE, INC., as Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture and Servicing Agreement • October 7th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS INDENTURE AND SERVICING AGREEMENT dated as of October 7, 2009 is by and among SIERRA TIMESHARE 2009-2 RECEIVABLES FUNDING LLC, a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Servicer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and collateral agent. This Indenture may be supplemented and amended from time to time in accordance with Article XV hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2018 • Wyndham Worldwide Corp • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”), dated as of April 17, 2017, is hereby made by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Michael Brown (the “Executive”).
AWARD AGREEMENT – RESTRICTED STOCK UNITS (NON-EMPLOYEE DIRECTOR)Award Agreement – Restricted Stock Units (Non-Employee Director) • May 1st, 2019 • Wyndham Destinations, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of , is by and between Wyndham Destinations, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation) 2006 Equity and Incentive Plan, as amended and restated (the “Plan”).
May 13, 2009Warrant Agreement • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
To: Wyndham Worldwide Corporation 22 Sylvan Way Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2006 • Wyndham Worldwide Corp • Hotels & motels • 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 Virginia M. Wilson (the “Executive”).
PERFORMANCE GUARANTYPerformance Guaranty • June 26th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
PERFORMANCE GUARANTY (this “Guaranty”) dated as of June 16, 2006 and effective as of the Effective Date as described herein, is made by Wyndham Worldwide Corporation, a Delaware corporation (the “Performance Guarantor”), in favor of Sierra Timeshare 2005-1 Receivables Funding, LLC (formerly known as Cendant Timeshare 2005-1 Receivables Funding Company, LLC), a Delaware limited liability company (the “Issuer”), Wells Fargo Bank, National Association, as trustee (the “Trustee”) and U.S. Bank, National Association, successor to Wachovia Bank, National Association, as collateral agent (the “Collateral Agent”) under the Indenture and Servicing Agreement referenced below for the benefit of holders of Notes issued pursuant to such Indenture and Servicing Agreement and the Insurer referred to in such Indenture and Servicing Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of December 5, 2006, by and among WYNDHAM WORLDWIDE CORPORATION, a Delaware corporation (the “Company”) and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., in their respective capacities as initial purchasers and as representatives of each of the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2010 • Wyndham Worldwide Corp • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”) is dated as of November 17, 2008, by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”) and Eric Danziger (the “Executive”).
WYNDHAM HOTELS & RESORTS, INC., as Issuer,Indenture • April 19th, 2018 • Wyndham Worldwide Corp • Hotels & motels • New York
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities A
MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of July 7, 2006 by and between TRENDWEST RESORTS, INC., as Seller and SIERRA DEPOSIT COMPANY, LLC as PurchaserMaster Loan Purchase Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS MASTER LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2002, as amended and restated as of July 7, 2006, is made by and between TRENDWEST RESORTS, INC., an Oregon corporation, as seller (the “Seller”), and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the “Purchaser” or the “Company”).
First Supplement to Indenture and Servicing Agreement Supplement Dated as of June 16, 2006 by and among SIERRA TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC, as Issuer, WYNDHAM CONSUMER FINANCE, INC., as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION,...Indenture and Servicing Agreement • June 26th, 2006 • Wyndham Worldwide Corp • Hotels & motels
THIS FIRST SUPPLEMENT TO INDENTURE AND SERVICING AGREEMENT is dated as of June 16, 2006 (this “Supplement”) and is effective as of the Effective Date as described herein and is by and among SIERRA TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC, (formerly known as Cendant Timeshare 2005-1 Receivables Funding, LLC), a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC. (formerly known as Cendant Timeshare Resort Group – Consumer Finance, Inc. and previously known as Fairfield Acceptance Corporation – Nevada), a Delaware corporation, as servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and U.S. BANK NATIONAL ASSOCIATION, a national banking association, successor to Wachovia Bank, National Association, as collateral agent. This Supplement supplements and amends the Indenture and Servicing Agreement dated as of August 11, 2005 among the same parties.
AGREEMENT AND PLAN OF MERGER by and among Wyndham Worldwide Corporation, WHG BB Sub, Inc. and La Quinta Holdings Inc. Dated as of January 17, 2018Merger Agreement • January 18th, 2018 • Wyndham Worldwide Corp • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER, is entered into as of January 17, 2018 (as it may be amended from time to time, this “Agreement”), by and among Wyndham Worldwide Corporation, a Delaware corporation (“Parent”), WHG BB Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and La Quinta Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms which are otherwise not defined herein shall have the meaning set forth in Exhibit A hereto.
WYNDHAM DESTINATIONS, INC. AS AMENDED AND RESTATED AWARD AGREEMENT – RESTRICTED STOCK UNITSAward Agreement – Restricted Stock Units (Non-Us Employee) • February 26th, 2019 • Wyndham Destinations, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of____________, is by and between Wyndham Destinations, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation) 2006 Equity and Incentive Plan, as amended and restated (the “Plan”).
AWARD AGREEMENT – RESTRICTED STOCK UNITSAward Agreement – Restricted Stock Units • February 26th, 2019 • Wyndham Destinations, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of ____________, is by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, as amended and restated (the “Plan”).
WYNDHAM HOTELS & RESORTS, INC.First Supplemental Indenture • April 19th, 2018 • Wyndham Worldwide Corp • Hotels & motels • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 13, 2018 (this “Supplemental Indenture”) between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
WYNDHAM WORLDWIDE CORPORATION FORM OF AWARD AGREEMENT – RESTRICTED STOCK UNITSRestricted Stock Units Agreement • July 31st, 2006 • Wyndham Worldwide Corp • Hotels & motels • Delaware
Award Agreement (this “Agreement”), dated as of August 1, 2006, by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and the grantee indicated on Exhibit A attached hereto (the “Grantee”), pursuant to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (the “Plan”)
INDENTURE AND SERVICING AGREEMENT Dated as of September 24, 2009 by and among SIERRA TIMESHARE 2009-3 RECEIVABLES FUNDING LLC, as Issuer and WYNDHAM CONSUMER FINANCE, INC., as Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture and Servicing Agreement • October 7th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS INDENTURE AND SERVICING AGREEMENT dated as of September 24, 2009 is by and among SIERRA TIMESHARE 2009-3 RECEIVABLES FUNDING LLC, a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Servicer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and collateral agent. This Indenture may be supplemented and amended from time to time in accordance with Article XV hereof.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2013 • Wyndham Worldwide Corp • Hotels & motels
AMENDMENT, dated March 15, 2013 (“Amendment”), made to the Employment Agreement dated as of November 19, 2009, as first amended effective March 1, 2011 (together, the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Franz Hanning (the “Executive”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.
SERIES 2002-1 SUPPLEMENT Dated as of August 29, 2002 Amended and Restated as of July 7, 2006 to MASTER INDENTURE AND SERVICING AGREEMENT Dated as of August 29, 2002Series 2002-1 Supplement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
SERIES 2002-1 SUPPLEMENT, dated as of August 29, 2002 and amended and restated as of July 7, 2006, among SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as Issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Master Servicer, U.S. BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Trustee under the Agreement as successor to Wachovia Bank, National Association and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Agent, as successor to Wachovia Bank, National Association.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 17th, 2017 • Wyndham Worldwide Corp • Hotels & motels • New Jersey
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made this 15th day of November, 2016 by Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Franz Hanning (the “Executive”).
AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENTIndenture and Servicing Agreement • February 24th, 2021 • Travel & Leisure Co. • Hotels & motels • New York
