WYNDHAM WORLDWIDE CORPORATION $200,000,000 3.50% Convertible Notes due 2012Wyndham Worldwide Corp • May 19th, 2009 • 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 3.50% Convertible Notes due 2012 identified in Schedule I hereto (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option purchase up to an additional principal amount of securities set forth in Schedule I hereto to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The Securities are not convertible into shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company or any other securities of the Company under any circumstances. Upon conversion, in lieu of receiving shares of Common Stock, a holder of the Securities will receiv
WYNDHAM WORLDWIDE CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 18, 2009 to INDENTURE Dated as of November 20, 2008 9.875% Notes due 2014Indenture • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 18, 2009 (this “Supplemental Indenture”), between Wyndham Worldwide Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 22 Sylvan Way, Parsippany, NJ 07054 (the “Company”), and U.S. Bank National Association, a national banking association, organized and in good standing under the laws of the United States, as trustee (the “Trustee”).
May 13, 2009Wyndham Worldwide Corp • May 19th, 2009 • 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
WYNDHAM WORLDWIDE CORPORATION $250,000,000 9.875% Notes due 2014 Underwriting AgreementWyndham Worldwide Corp • May 19th, 2009 • 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 9.875% Notes due 2014 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 first 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
To: Wyndham Worldwide Corporation Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730Wyndham Worldwide Corp • May 19th, 2009 • 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
Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attention: Equity Derivatives Facsimile: (212) 723-8328 Telephone: (212) 723-7357 May 13, 2009Wyndham Worldwide Corp • May 19th, 2009 • 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
WYNDHAM WORLDWIDE CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of May 19, 2009 to INDENTURE Dated as of November 20, 2008 3.50% Convertible Notes due 2012Indenture • May 19th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 19, 2009 (this “Supplemental Indenture”), between Wyndham Worldwide Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 22 Sylvan Way, Parsippany, NJ 07054 (the “Company”), and U.S. Bank National Association, a national banking association, organized and in good standing under the laws of the United States, as trustee (the “Trustee”).
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 May 13, 2009Wyndham Worldwide Corp • May 19th, 2009 • 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
Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attention: Equity Derivatives Facsimile: (212) 723-8328 Telephone: (212) 723-7357 May 13, 2009Wyndham Worldwide Corp • May 19th, 2009 • Hotels & motels
To: Wyndham Worldwide Corporation 22 Sylvan Way Parsippany, NY 07054 Attention: Vice President, Treasury Telephone No.: (973) 753-7703 Facsimile No.: (973) 753-6730
