Exhibit 10.3
EXECUTION VERSION
Credit Suisse Capital LLC
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
          May 14, 2009
         
To: Wyndham Worldwide Corporation    
22 Sylvan Way    
Parsippany, NY 07054    
Attention:
  Vice President, Treasury    
Telephone No.:
  (973) 753-7703    
Facsimile No.:
  (973) 753-6730    
Re: Warrant Amendment
     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.
1.   Amendments. The Confirmation is hereby amended as follows:
  (a)   Number of Warrants. The “Numbers of Warrants” shall be 5,419,419, subject to adjustment as provided in the Confirmation.
 
  (b)   Premium. The “Premium” shall be USD 3,087,750.
2.   Effectiveness. This Amendment shall become effective upon execution by the parties hereto.
 
3.   No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
 
4.   Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
 
5.   Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

 


 

     Company hereby agrees (a) to check this Amendment carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8036.
         
  Yours faithfully,


Credit Suisse Capital LLC
 
 
  By:   /s/ Barry Dixon   
    Name:   Barry Dixon    
    Title:   Authorized Signatory   
 
  Credit Suisse Securities (USA) LLC, as Agent
 
 
  By:   /s/ Shui Wong   
    Name:   Shui Wong   
    Title:   Vice President   
 
         
Confirmed as of the    
date first above written:    
 
       
Wyndham Worldwide Corporation    
 
       
By:
  /s/ Stephen P. Holmes      
 
 
 
   
Authorized Signatory    
Name: Stephen P. Holmes
            Chairman and Chief Executive Officer