EX-10.6






Exhibit 10.6









EXECUTION VERSION




JPMorgan Chase Bank, National Association

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England




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 JPMorgan Chase Bank, National Association,
London Branch (“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.





	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 3,036,000.






	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).





JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority





 









 













          Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Amendment and returning it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park
Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 8519.




	 	 	 	 	 	 	 
	 	Yours faithfully,	 	 
	 
	 	 	 	 	 	 
	 	 	J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Santosh Sreenivasan 	 	 
	 

	 	 	 	 

	 	 
	 	 	Authorized Signatory	 	 
	 

	 	Name: Santosh Sreenivasan	 	 






	 	 	 	 	 	 	 
	 	 	Confirmed as of the 


date first above written:	 	 
	 
	 	 	 	 	 	 
	 	 	Wyndham Worldwide Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  	/s/ Virginia M. Wilson 	 	 
	 

	 	 	 

	 	 
	 	 	Authorized Signatory	 	 
	 

	 	Name: Virginia M. Wilson
            Executive
Vice President and 
            Chief Financial Officer	 	 






JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority