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Citibank,
N.A.
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390 Greenwich
Street
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New York, NY
10013
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Equity
Derivatives
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(212)
723-8328
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(212)
723-7357
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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 to Citibank, N.A.
(“ Dealer ”) 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 7,225,891, subject to adjustment as
provided in the Confirmation.
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