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
WYNDHAM WORLDWIDE CORPORATION as Issuer and as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of March 1, 2011 to INDENTURE Dated as of November 20, 2008Fifth Supplemental Indenture • March 3rd, 2011 • Wyndham Worldwide Corp • Hotels & motels • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2011 (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”).
