Common Contracts

2 similar Call Option Transaction contracts by Wyndham Worldwide Corp

To: Wyndham Worldwide Corporation Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730
Call Option Transaction • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Indenture dated as of November 20, 2008 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture thereto (the “Supplemental Indenture”) to be dated May 19, 2009, between Counterparty and U.S. Bank National Association, as trustee (as so supplemented, the “Indenture”) relating to the USD 200,000,000 principal amount of Convertible Senior Notes due 2012, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty. In the event of any inconsistency between the terms defined i

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To: Wyndham Worldwide Corporation May 13, 2009 Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730
Call Option Transaction • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Indenture dated as of November 20, 2008 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture thereto (the “Supplemental Indenture”) to be dated May 19, 2009, between Counterparty and U.S. Bank National Association, as trustee (as so supplemented, the “Indenture”) relating to the USD 200,000,000 principal amount of Convertible Senior Notes due 2012, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty. In the event of any inconsistency between the terms defined i

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