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Credit Suisse
Capital LLC
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
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To: Wyndham
Worldwide Corporation
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22 Sylvan
Way
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Parsippany, NY
07054
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Vice President,
Treasury
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(973)
753-7703
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(973)
753-6730
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Wyndham Worldwide
Corporation (“ Company ”) and Credit Suisse
Capital LLC (“ Dealer ”), represented by Credit
Suisse Securities (USA) LLC (“ Agent ”) as
its agent, have entered into a confirmation dated as of
May 13, 2009 (the “ Confirmation ”)
relating to Warrants on shares of common stock (par value USD 0.01
per share) of Company issued by Company to Dealer. This letter
agreement (this “ Amendment ”) amends the terms
and conditions of the Transaction (the “ Transaction
”) evidenced by the Confirmation.
Upon the
effectiveness of this Amendment, all references in the Confirmation
to the “Transaction” will be deemed to be to the
Transaction as amended hereby. Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Confirmation.
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1.
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Amendments
. The Confirmation is
hereby amended as follows:
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(a)
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Number of Warrants
. The “Numbers of
Warrants” shall be 5,419,419, subject to adjustment as
provided in the Confirmation.
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