EX-10.9







Exhibit 10.9




EXECUTION VERSION




	 	 	 
	Citibank, N.A.
	390 Greenwich Street
	New York, NY 10013
	Attention:

	 	Equity Derivatives
	Facsimile:

	 	(212) 723-8328
	Telephone:

	 	(212) 723-7357






          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 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.




	1.	 	Amendments. The Confirmation is hereby amended as follows:






	 	(a)	 	Number of Warrants. The “Numbers of Warrants” shall be 7,225,891, subject to
adjustment as provided in the Confirmation.
	 
	 	(b)	 	Premium. The “Premium” shall be USD 5,280,800.






	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 promptly upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing
correctly sets forth the terms of the agreement between us, by manually signing this Amendment and
providing any other information requested herein and immediately returning an executed copy to
Confirmation Unit via 212-615-8985. Hard copies should be returned to Citibank, N.A., 333 West
34th Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Yours faithfully,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Citibank, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jason Shvednick 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Authorized Signatory	 	 
	 

	 	 	 	Name: Jason Shvednick	 	 






	 	 	 	 	 
	 

	 	 	 	 
	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