WYNDHAM WORLDWIDE CORPORATION $150,000,000 4.250% Notes due 2022 Underwriting AgreementWyndham Worldwide Corp • March 15th, 2012 • 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 4.250% Notes due 2022 (the “Securities”) identified in Schedule II hereto, 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 sixth supplemental indenture between the Company and the Trustee dated as of March 7, 2012, as amended by a seventh supplemental indenture between the Company and the Trustee dated as of March 15, 2012 (together with the Base Indenture, the “Indenture”). The Company previously issued $500,000,000 in aggregate principal amount of its 4.250% Notes due 2022 under the Indenture (the “Initial Securities”). The Securities constitute an additional issua
WYNDHAM WORLDWIDE CORPORATION as Issuer and as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of March 15, 2012 to INDENTURE Dated as of November 20, 2008Seventh Supplemental Indenture • March 15th, 2012 • Wyndham Worldwide Corp • Hotels & motels • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 15, 2012 (this “Seventh 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”).
