EX-4.1





Exhibit 4.1



EXECUTION VERSION




WYNDHAM WORLDWIDE CORPORATION




as Issuer




and




U.S. BANK NATIONAL ASSOCIATION,




as Trustee




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of May 18, 2009




to




INDENTURE




Dated as of November 20, 2008




 






9.875% Notes due 2014




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1.

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	Section 1.1. Definition of Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 
	GENERAL TERMS AND CONDITIONS OF THE NOTES

	 
	 	 	 	 
	Section 2.1. Designation and Principal Amount
	 	 	5	 
	Section 2.2. Maturity
	 	 	5	 
	Section 2.3. Further Issues
	 	 	6	 
	Section 2.4. Form of Payment
	 	 	6	 
	Section 2.5. Global Securities and Denomination of Notes
	 	 	6	 
	Section 2.6. Interest
	 	 	6	 
	Section 2.7. Redemption
	 	 	6	 
	Section 2.8. Limitations on Liens
	 	 	6	 
	Section 2.9. Limitations on Sale and Leaseback Transactions
	 	 	7	 
	Section 2.10. Merger, Consolidation and Sale of Assets
	 	 	7	 
	Section 2.11. Additional Amounts
	 	 	8	 
	Section 2.12. Events of Default
	 	 	11	 
	Section 2.13. Appointment of Agents
	 	 	12	 
	Section 2.14. Defeasance upon Deposit of Moneys or U.S. Government Obligations
	 	 	13	 
	Section 2.15. SEC Reports
	 	 	13	 
	Section 2.16. Interest Rate Adjustment
	 	 	14	 
	Section 2.17. Purchase of Notes Upon a Change of Control
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 3.

	 
	 	 	 	 
	FORM OF NOTES

	 
	 	 	 	 
	Section 3.1. Form of Notes
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 4.

	 
	 	 	 	 
	ORIGINAL ISSUE OF NOTES

	 
	 	 	 	 
	Section 4.1. Original Issue of Notes
	 	 	18	 






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	 	 	Page	 
	ARTICLE 5.

	 

	MISCELLANEOUS

	Section 5.1. Ratification of Indenture
	 	 	19	 
	Section 5.2. Trustee Not Responsible for Recitals
	 	 	19	 
	Section 5.3.
Governing Law
	 	 	19	 
	Section 5.4. Separability
	 	 	19	 
	Section 5.5. Counterparts Originals
	 	 	19	 
	 
	 	 	 	 
	EXHIBIT A — Form of Notes
	 	 	A-1	 






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          FIRST SUPPLEMENTAL INDENTURE, dated as of May 18, 2009 (this “Supplemental Indenture”),
between Wyndham Worldwide Corporation, a corporation duly organized and existing under the laws of
the State of Delaware, having its principal office at 22 Sylvan Way, Parsippany, NJ 07054 (the
“Company”), and U.S. Bank National Association, a national banking association, organized and in
good standing under the laws of the United States, as trustee (the “Trustee”).




          WHEREAS, the Company executed and delivered the indenture, dated as of November 20, 2008, to
the Trustee (the “Base Indenture,” and as hereby supplemented, the “Indenture”), to provide for the
issuance of the Company’s debt Securities to be issued in one or more series;




          WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its notes under the Base Indenture to be known as its “9.875%
Notes due 2014” (the “Notes”), the form and substance and the terms, provisions and conditions
thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;




          WHEREAS, the Board of Directors and the Pricing Committee thereof, pursuant to resolutions
duly adopted on November 20, 2008, May 4, 2009 and May 13, 2009, have duly authorized the issuance
of the Notes, and have authorized the proper officers of the Company to execute any and all
appropriate documents necessary or appropriate to effect each such issuance;




          WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of
Section 14.01of the Base Indenture;




          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture; and




          WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company, in accordance with its terms, and to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this Supplemental Indenture has been duly authorized
in all respects;




          NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes
by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture,
the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:




 









 





ARTICLE 1.




DEFINITIONS




          Section 1.1. Definition of Terms. Unless the context otherwise requires:




          (a) each term defined in the Base Indenture has the same meaning when used in this
Supplemental Indenture;




          (b) the singular includes the plural and vice versa;




          (c) headings are for convenience of reference only and do not affect interpretation;




          (d) a reference to a Section or Article is to a Section or Article of this Supplemental
Indenture unless otherwise indicated; and




          (e) the following terms have the meanings given to them in this Section 1.1(e):





          (i) “Additional Amounts” shall have the meaning assigned to it in Section 2.11.




          (ii) “Attributable Debt” means, with regard to a sale and leaseback arrangement of a
Principal Property, an amount equal to the lesser of: (a) the fair market value of the
Principal Property (as determined in good faith by the Board of Directors); or (b) the
present value of the total net amount of rent payments to be made under the lease during its
remaining term (including any period for which such lease has been extended and excluding
any unexercised renewal or other extension options exercisable by the lessee, and excluding
amounts on account of maintenance and repairs, services, taxes and similar charges and
contingent rents), discounted at the rate of interest set forth or implicit in the terms of
the lease (or, if not practicable to determine such rate, the weighted average interest rate
per annum borne by the Notes then outstanding), compounded semi-annually.




          (iii) “Change in Domicile” shall have the meaning assigned to it in Section
2.11.




          (iv) “Change of Control” means the occurrence of any of the following: (i) the direct
or indirect sale, transfer, conveyance or other disposition (other than by way



2









 







of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Subsidiaries taken as a
whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other
than the Company or one of its Subsidiaries; (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company; (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any
“person” (as defined in this paragraph) becomes the beneficial owner, directly or
indirectly, of 50% or more of the total voting power of all shares of the Company’s capital
stock entitled to vote generally in elections of directors; or (iv) the first day on which a
majority of the members of the Board of Directors are not Continuing Directors.




          (v) “Change of Control Offer” shall have the meaning assigned to it in Section
2.17.




          (vi) “Change of Control Payment” shall have the meaning assigned to it in Section
2.17.




          (vii) “Change of Control Payment Date” shall have the meaning assigned to it in
Section 2.17.




          (viii) “Consolidated Net Worth” means, as of any date of determination, all items which
in conformity with GAAP would be included under stockholders’ equity on a consolidated
balance sheet of the Company and its Subsidiaries at such date.




          (ix) “Continuing Directors” means, as of any date of determination, any member of the
Board of Directors who (i) was a member of such Board of Directors on the date of this
Supplemental Indenture; or (ii) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election.




          (x) “DTC” means The Depository Trust Company.




          (xi) “EDGAR” means the SEC’s Electronic Data Gathering, Analysis, and Retrieval system
or any successor thereto.




          (xii) “Event of Default” shall have the meaning assigned to it in Section 2.12.



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          (xiii) “Indebtedness” of any Person means, for purposes of this Supplemental Indenture
only, without duplication, (i) any obligation of such Person for money borrowed, (ii) any
obligation of such Person evidenced by bonds, debentures, notes or other similar instruments
and (iii) any reimbursement obligation of such Person in respect of letters of credit or
other similar instruments which support financial obligations which would otherwise become
Indebtedness.




          (xiv) “Lien” means any pledge, mortgage, lien, encumbrance or other security interest.




          (xv) “Moody’s” means Moody’s Investors Service, Inc., and its successors.




          (xvi) “Permitted Liens” means: (a) Liens existing on the date the Notes are issued; (b)
Liens on any property or any Indebtedness of a Person existing at the time the Person
becomes a Subsidiary (whether by acquisition, merger or consolidation) which were not
incurred in anticipation thereof; (c) Liens in favor of the Company or its Subsidiaries; (d)
Liens existing at the time of acquisition of the assets encumbered thereby which were not
incurred in anticipation of such acquisition; (e) purchase money Liens which secure
Indebtedness that does not exceed the cost of the purchased property; (f) Liens on real
property acquired after the date on which the Notes are first issued which secure
Indebtedness incurred to acquire such real property or improve such real property so long as
(i) such Indebtedness is incurred on the date of acquisition of such real property or within
180 days of the acquisition of such real property; (ii) such Liens secure Indebtedness in an
amount no greater than the purchase price or improvement price, as the case may be, of such
real property so acquired; and (iii) such Liens do not extend to or cover any property of
ours or any Restricted Subsidiary other than the real property so acquired; and (g)
extensions, renewals or replacements of any Indebtedness secured by the foregoing types of
Permitted Liens, so long as the principal amount of Indebtedness secured thereby shall not
exceed the amount of Indebtedness existing at the time of such extension, renewal or
replacement.




          (xvii) “Principal Property” means an asset or assets owned by the Company or any
Restricted Subsidiary having a gross book value in excess of $50,000,000.




          (xviii) “Ratings Adjustment” shall have the meaning assigned to it in Section
2.16(e).




          (xix) “Relevant Taxing Jurisdiction” shall have the meaning assigned to it in
Section 2.11.



4









 






          (xx) “Restricted Subsidiary” means a Subsidiary of the Company (other than a
Securitization Entity) that (i) is owned, directly or indirectly, by the Company or by one
or more of the Subsidiaries of the Company, or by the Company and by one or more of the
Subsidiaries of the Company, (ii) is incorporated under the laws of the United States or a
state thereof and (iii) owns a Principal Property.




          (xxi) “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.




          (xxii) “Securitization Entity” means any Subsidiary or other Person that is engaged
solely in the business of effecting asset securitization transactions and related
activities.




          (xxiii) “Significant Subsidiary” shall mean any Subsidiary of the Company (other than a
Securitization Entity) that is a “significant subsidiary” of the Company within the meaning
given to such term in Article 1, Rule 1-02 of Regulation S-X.




          (xxiv) “Substitute Rating Agency” means, in the Company’s discretion, Fitch, Inc. or
any other “nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a
resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or either
of them, as the case may be.




          (xxv) “Taxes” shall have the meaning assigned to it in Section 2.11.



ARTICLE 2.




GENERAL TERMS AND CONDITIONS OF THE NOTES




          Section 2.1. Designation and Principal Amount. There is hereby authorized and established
a new series of Securities under the Base Indenture designated as the “9.875% Notes due 2014,”
which is not limited in aggregate principal amount. The initial aggregate principal amount of the
Notes to be issued under this Supplemental Indenture shall be $250,000,000. The Notes shall be
Original Discount Securities that are issued to the public at a price of 95.801%. Any additional
amounts of Notes to be issued shall be set forth in a Company Order.




          Section 2.2. Maturity. The stated maturity of principal for the Notes shall be May 1,
2014.




5









 








          Section 2.3. Further Issues. The Company may from time to time, without the consent of the
Holders of Notes, issue additional Notes, but only if such additional Notes are issued as part of a
“qualified reopening” for U.S. federal income tax purposes. Any such additional Notes shall have
the same ranking, interest rate, maturity date and other terms as the Notes. Any such additional
Notes, together with the Notes herein provided for, shall constitute a single series of Securities
under the Indenture.




          Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes
shall be payable in U.S. dollars.




          Section 2.5. Global Securities and Denomination of Notes. Upon the original issuance, the
Notes shall be represented by one or more Global Securities. The Company shall issue the Notes in
minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof and shall
deposit the Global Securities with the Trustee as custodian for DTC in New York, New York, and
register the Global Securities in the name of DTC or its nominee.




          Section 2.6. Interest. The Notes shall bear interest (computed on the basis of a 360-day
year consisting of twelve 30-day months) from May 18, 2009 at the rate of 9.875% per annum payable
semiannually in arrears; interest payable on each Interest Payment Date shall include interest
accrued from May 18, 2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are
May 1 and November 1, commencing on November 1, 2009; and the record date for the interest payable
on any Interest Payment Date is the close of business on April 15 or October 15, as the case may
be, next preceding the relevant Interest Payment Date.




          Section 2.7. Redemption. The Notes are subject to redemption at the option of the Company
as set forth in the form of Note attached hereto as Exhibit A.




          Section 2.8. Limitations on Liens.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, incur, assume or guarantee any Indebtedness secured by a Lien on any of its
or any of its Subsidiaries’ capital stock, properties or assets, other than Permitted Liens, unless
it has made or shall make effective provision whereby the Notes shall be secured by such Lien
equally and ratably with (or prior to) the Indebtedness of the Company or any Restricted Subsidiary
secured by such Lien for so long as such Indebtedness is secured. Any such Lien created pursuant
to this Section 2.8 shall be automatically and unconditionally released and discharged upon
the release and discharge of the Lien to which it relates.




          (b) Notwithstanding paragraph (a) of this Section 2.8, the Company and its Restricted
Subsidiaries may, without securing the Notes, directly or indirectly, incur, assume or guarantee
Indebtedness that would otherwise be subject to paragraph (a) if the sum of (i) the aggregate of
all Indebtedness secured by such Liens and (ii) any Attributable Debt related to any permitted sale
and leaseback arrangement does not at any one time exceed the greater of (i) 25%




6









 




of Consolidated Net Worth calculated as of the date of the creation or incurrence of the Lien
and (ii) $300,000,000.




          Section 2.9. Limitations on Sale and Leaseback Transactions. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person
to lease a Principal Property (except for any arrangements that exist on the date the Notes are
issued or that exist at the time any Person that owns a Principal Property becomes a Restricted
Subsidiary) which has been or is to be sold by the Company or the Restricted Subsidiary to such
Person unless:




          (a) the sale and leaseback arrangement involves a lease for a term of not more than three
years;




          (b) the sale and leaseback arrangement is entered into between the Company and a Subsidiary of
the Company or between Subsidiaries of the Company;




          (c) the Company or the Restricted Subsidiary would be entitled to incur Indebtedness secured
by a Lien on the Principal Property at least equal in amount to the Attributable Debt associated
with such Principal Property without having to secure equally and ratably the Notes pursuant to
Section 2.8(a) hereof;




          (d) the proceeds of the sale and leaseback arrangement are at least equal to the fair market
value (as determined by the Board of Directors in good faith) of the Principal Property and the
Company applies within 180 days after the sale an amount equal to the greater of the net proceeds
of the sale or the Attributable Debt associated with the Principal Property to (i) the retirement
of long-term debt for borrowed money that is not subordinated to the Notes and that is not debt to
the Company or a Subsidiary of the Company, or (ii) the purchase or development of other comparable
property; or




          (e) the sale and leaseback arrangement is entered into within 180 days after the initial
acquisition of the Principal Property subject to the sale and leaseback arrangement.




          Section 2.10. Merger, Consolidation and Sale of Assets. Section 6.04 of the Base
Indenture shall be revised in its entirety to read:




          (a) The Company shall not consolidate with any other entity or accept a merger of any other
entity into the Company or permit the Company to be merged into any other entity, or sell other
than for cash or lease all or substantially all its assets to another entity, unless (i) either the
Company shall be the continuing entity, or the successor, transferee or lessee entity (if other
than the Company) shall expressly assume, by indenture supplemental hereto, executed and delivered
by such entity prior to or simultaneously with such consolidation, merger, sale or




7









 




lease, the due and punctual payment of the principal of and interest and premium, if any, on
all the Notes, according to their tenor, and the due and punctual performance and observance of all
other obligations to the Holders of Notes and the Trustee under this Indenture or under the Notes
to be performed or observed by the Company; (ii) immediately after such consolidation, merger,
sale, lease or purchase, no Event of Default shall have occurred and be continuing; and (iii) the
successor, transferee or lessee entity (if other than the Company) is a corporation or a limited
liability company organized and validly existing under the laws of the United States or any
jurisdiction thereof, Canada, Mexico, Switzerland or any other country that is a member country of
the European Union on the date hereof.




          Section 2.11. Additional Amounts.




          (a) All payments made by the Company, including any successor thereto, on the Notes shall be
made without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or
deduction of such Taxes is then required by law.




          (b) If, pursuant to Section 2.10, as a result of or following a merger or
consolidation of the Company with, or a sale by the Company of all or substantially all of its
assets to, an entity that is organized under the laws of a jurisdiction outside of the United
States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on
account of, any Taxes imposed or levied by or on behalf of:





          (i) any jurisdiction (other than the United States) from or through which the Company
makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to
make) a payment or delivery on the Notes, or any political subdivision or governmental
authority thereof or therein having the power to tax; or




          (ii) any other jurisdiction (other than the United States) in which Company is
organized or otherwise considered to be a resident or doing business for tax purposes, or
any political subdivision or governmental authority thereof or therein having the power to
tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”);


to be made in respect of any payment or delivery under the Notes, the Company shall pay (together
with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be
necessary in order that the net amounts received in respect of such payment or delivery by each
beneficial owner of the Notes after such withholding or deduction (including any such deduction or
withholding from such Additional Amounts), shall equal the amount that would have been received in
respect of such payment or delivery in the absence of such withholding or deduction; provided,
however, that Additional Amounts shall be payable only to the extent necessary so that the net
amount received by the holder, after taking into account such withholding or deduction, equals the
amount that would have been received by the holder in the


8









 






absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be
payable with respect to:





          (1) any Taxes that would have been imposed absent a Change in Domicile;




          (2) any Taxes that would not have been so imposed but for the existence
of any present or former connection between the beneficial owner (or between
a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
power over the relevant beneficial owner, if the relevant beneficial owner
is an estate, nominee, trust or corporation) and the Relevant Taxing
Jurisdiction (including the beneficial owner being a citizen or resident or
national of, or carrying on a business or maintaining a permanent
establishment in, or being physically present in, the Relevant Taxing
Jurisdiction) other than by the mere ownership or holding of such Note or
enforcement of rights thereunder or the receipt of payments in respect
thereof;




          (3) any Taxes that would not have been so imposed if the beneficial
owner had made a declaration of non-residence or any other claim or filing
for exemption to which it is entitled (provided that (x) such declaration of
non-residence or other claim or filing for exemption is required by the
applicable law of the Relevant Taxing Jurisdiction as a precondition to
exemption from the requirement to deduct or withhold such Taxes and (y) at
least 30 days prior to the first payment date with respect to which such
declaration of non-residence or other claim or filing for exemption is
required under the applicable law of the Relevant Taxing Jurisdiction, the
relevant beneficial owner at that time has been notified by mail to the
addresses of such Holders of Notes as they appear in the Register by the
Company or any other person through whom payment may be made that a
declaration of non-residence or other claim or filing for exemption is
required to be made);




          (4) any Note presented for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for
payment to the beneficial owner (except to the extent that the beneficial
owner would have been entitled to Additional Amounts had the Note been
presented during such 30 day period);




          (5) any Taxes that are payable otherwise than by withholding from a
payment or delivery on the Notes;



9









 






          (6) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;




          (7) any withholding or deduction imposed on a payment to an individual
that is required to be made pursuant to European Council Directive 2003/48/
EC on the taxation of savings or any other directive implementing the
conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive;




          (8) any Taxes that could have been avoided by the presentation (where
presentation is required) of the relevant Note to another Paying Agent in a
member state of the European Union; and




          (9) where, had the beneficial owner of the Note been the holder of the
Note, it would not have been entitled to payment of Additional Amounts by
reason of any of clauses (1) to (8) inclusive of this Section
2.11(b).



          (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law.
The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing
the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing
such Taxes and shall provide such certified copies to each holder. The Company shall attach to each
certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the
certified copy was paid in connection with payments in respect of the principal amount of Notes
then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of
the Notes. Copies of such documentation shall be available for inspection during ordinary business
hours at the office of the Trustee by the Holders of Notes upon request and shall be made available
at the offices of the Paying Agent.




          (d) At least 30 days prior to each date on which any payment under or with respect to the
Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or
after the 30th day prior to such date, in which case it shall be promptly thereafter), if the
Company shall be obligated to pay Additional Amounts with respect to such payment, the Company
shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts
shall be payable, the amounts so payable and shall set forth such other information necessary to
enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each
such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a
further Officer’s Certificate addressing such matters.




10









 








          (e) References in this Indenture or the Notes to the payment of principal, purchase prices in
connection with a purchase of Notes, interest, or any other amount payable on or with respect to
the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section
2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in
respect thereof.




          (f) The obligations provided for in this Section 2.11 shall survive any termination,
defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in
which any successor to the Company is organized or any political subdivision or taxing authority or
agency thereof or therein.




          Section 2.12. Events of Default.




          (a) The term “Event of Default” as used in this Indenture with respect to the Notes shall
include the following described events in addition to those set forth in Section 7.01 of
the Base Indenture:





          (i) any failure by the Company to comply with its obligations under Section
2.10 hereof or Section 6.04 of the Base Indenture;




          (ii) the entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of a Significant Subsidiary in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of
a Significant Subsidiary or of substantially all the property of a Significant Subsidiary or
ordering the winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days;




          (iii) the commencement by a Significant Subsidiary of a voluntary case under the
federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent
by a Significant Subsidiary to the entry of an order for relief in an involuntary case under
any such law, or the consent by any Significant Subsidiary to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or
similar official) of a Significant Subsidiary or of substantially all the property of a
Significant Subsidiary or the making by it of an assignment for the benefit of creditors or
the admission by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by a Significant Subsidiary in furtherance of any
action; and



11









 






          (iv) any final judgment or decree for the payment of money which, when taken together
with all other final judgments or decrees for the payment of money, causes the aggregate
amount of such judgments or decrees entered against the Company or any Significant
Subsidiary to exceed $50 million (net of any amounts with respect to which a reputable and
creditworthy insurance company has acknowledged liability), remains outstanding for a period
of 60 consecutive days after the later of (a) the date on which the right to appeal thereof
has expired if no such appeal has commenced, or (b) the date on which all rights to appeal
have been extinguished.



          (b) The “Event of Default” set forth in Section 7.01(a) of the Base Indenture shall be
replaced with the following:





          (i) the failure of the Company to pay any installment of interest, including any
additional interest and any Additional Amounts, on any Note when and as the same shall
become payable, which failure shall have continued unremedied for a period of 30 days;”



          (c) The “Event of Default” set forth in Section 7.01(b) of the Base Indenture shall be
replaced with the following:





          (i) the failure of the Company to pay the principal of any Note, including any
Additional Amount, when and as the same shall become payable, whether at Maturity, by call
for redemption (otherwise than pursuant to a sinking fund), upon required repurchase in
connection with a Fundamental Change, or upon acceleration as authorized by the Indenture;



          (d) The “Event of Default” set forth in Section 7.01(g) of the Base Indenture shall be
replaced with the following:





          (i) Indebtedness of the Company or any of its Restricted Subsidiaries of at least
$50,000,000 in aggregate principal amount is accelerated which acceleration has not been
rescinded or annulled after 30 days notice thereof.



          (e) This Section 2.12 shall incorporate the provisions of Section 2.15(c).
The third and second from last paragraphs of Section 7.01 of the Base Indenture shall be
replaced by Section 2.15(c).




          Section 2.13. Appointment of Agents. The Trustee shall initially be the Registrar and
Paying Agent for the Notes.





12











 





          Section 2.14. Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the
Company’s option, either (a) the Company shall be deemed to have been Discharged from its
obligations with respect to the Notes on the first day after the applicable conditions set forth in
Section 12.03 of the Base Indenture have been satisfied or (b) the Company shall cease to
be under any obligation to comply with any term, provision or condition set forth in Section
6.04 or Section 10.02 of the Base Indenture and Sections 2.9, 2.10 and
2.11 of this Supplemental Indenture with respect to the Notes at any time after the
applicable conditions set forth in Section 12.03 of the Base Indenture have been satisfied.



          Section 2.15. SEC Reports.



          (a) Any documents, reports or other information that the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed by the Company with the
Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to
any grace period provided by Rule 12b-25 under the Exchange Act). The Company shall otherwise
comply with the requirements of Section 314(a) of the Trust Indenture Act. Documents, reports or
other information filed by the Company with the SEC via EDGAR shall be deemed to be filed with the
Trustee as of the time such documents, reports or other information are filed via EDGAR. The
Trustee does not have the duty to review such information, documents or reports, is not considered
to have notice of the content of such information, documents or reports or any defaults or Events
of Default discernable therefrom and does not have a duty to verify the accuracy of such
information, documents or reports.



          (b) Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates).



          (c) Notwithstanding anything to the contrary in Section 2.12, to the extent that the
Company elects, pursuant to Section 2.15(e), the sole remedy available to the Holders of
Notes or to the Trustee on their behalf for an Event of Default relating to (i) the Company’s
failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any
documents or reports that the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act, or (ii) the Company’s failure to comply with its obligations in
Section 2.15(a), shall, after the occurrence of such an Event of Default, consist
exclusively of the right to receive additional interest on the Notes at a rate equal to:




               (i) 0.25% per annum of the principal amount of the Notes outstanding for each day
during the 60-day period beginning on, and including, the occurrence of such an Event of
Default during which such Event of Default is continuing; and



13









 






               (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day
during the 120-day period beginning on, and including, the 61st day following, and
including, the occurrence of such an Event of Default during which such Event of Default is
continuing;


provided, however, that in no event shall such additional interest accrue at an annual rate in
excess of 0.50% during the six-month period beginning on, and including, the date which is six
months after the last date of original issuance of the Notes for any failure to timely file any
document or report that the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other
than reports on Form 8-K).




          (d) If the Company elects, additional interest shall be payable in the same manner and on the
same dates as the stated interest payable on the Notes. On the 181st day after such Event of
Default (if the Event of Default relating to the reporting obligations is not cured or waived prior
to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02
of the Base Indenture. This Section 2.15(d) shall not affect the rights of Holders of Notes
in the event of the occurrence of any Event of Default unrelated to this Section 2.15. In
the event that the Company does not elect to pay the additional interest following an Event of
Default in accordance with this Section 2.15(d), the Notes shall be subject to acceleration
as provided in Section 7.02 of the Base Indenture.



          (e) In order to elect to pay additional interest as the sole remedy during the first 180 days
after the occurrence of an Event of Default relating to the Company’s failure to comply with the
reporting obligations, the Company must notify, in writing, all Holders of Notes and the Trustee
and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s
failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in Section 7.02 of the Base Indenture.



          Section 2.16. Interest Rate Adjustment.



          (a) The interest rate payable on the Notes shall be subject to adjustment from time to time if
either Moody’s or S&P, or, in either case, any Substitute Rating Agency downgrades (or downgrades
and subsequently upgrades) the debt rating assigned to the Notes, in the manner described in this
Section 2.16.



          (b) If the rating from Moody’s (or any Substitute Rating Agency) of the Notes is decreased to
a rating set forth in the immediately following table, the interest rate on the Notes shall
increase beginning on the Business Day immediately following such rating decrease such that it
shall equal the interest rate payable on the Notes on the date of their issuance plus the
percentage set forth opposite the ratings from the table below:



14









 






	 	 	 	 	 
	Moody’s Rating*	 	Percentage
	Ba3
	 	 	0.25 	%
	B1
	 	 	0.50 	%
	B2
	 	 	0.75 	%
	B3 or below
	 	 	1.00  	%








 




			
	*	 	Including the equivalent rating of any Substitute Rating Agency.





          (c) If the rating from S&P (or any Substitute Rating Agency) of the Notes is decreased to a
rating set forth in the immediately following table, the interest rate on the Notes shall increase
beginning on the Business Day immediately following such rating decrease such that it shall equal
the interest rate payable on the Notes on the date of their issuance plus the percentage set forth
opposite the ratings from the table below:



	 	 	 	 	 
	S&P Rating*	 	Percentage
	BB+
	 	 	0.25 	%
	BB
	 	 	0.50 	%
	BB-
	 	 	0.75 	%
	B+ or below
	 	 	1.00  	%








 




			
	*	 	Including the equivalent rating of any Substitute Rating Agency.





          (d) If at any time the interest rate on the Notes has been adjusted upward as a result of a
decrease in a rating by either Moody’s or S&P (or, in either case, a Substitute Rating Agency), as
the case may be, and subsequently such rating agency increases its rating of the Notes to any of
the threshold ratings set forth in subsections (b) and (c) of this Section 2.16, the
interest rate on the Notes shall be decreased such that the interest rate for the Notes beginning
on the Business Day immediately following such rating increase shall equal the interest rate
payable on the Notes on the date of their issuance plus the percentages set forth opposite the
ratings from the tables set forth in subsections (b) and (c) of this Section 2.16 in effect
immediately following the increase in rating.



               If Moody’s (or any Substitute Rating Agency) subsequently increases its rating of the Notes to
Ba2 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any
Substitute Rating Agency thereof) increases its rating to BBB- (or its equivalent, in the case of a
Substitute Rating Agency) or higher, the interest rate on the Notes shall be decreased to the
interest rate payable on the Notes on the date of their issuance. In addition, the interest rate on
the Notes shall permanently cease to be subject to any adjustment described in subsections (b) and
(c) of this Section 2.16 (notwithstanding any subsequent decrease in the ratings by either
or both rating agencies) if the Notes become rated A3 and A- (or the equivalent of either such
rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either
case, a Substitute Rating Agency thereof), respectively (or one of these ratings if the Notes are
only rated by one rating agency).



15









 





          (e) Each adjustment (each, a “Ratings Adjustment”) required by any decrease or increase in a
rating set forth in subsections (b), (c) and (d) of this Section 2.16, whether occasioned
by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency), shall be made
independent of (and in addition to) any and all other adjustments. In no event shall (1) the
interest rate for the Notes be reduced to less than the interest rate payable on the Notes on the
date of their issuance or (2) the total increase in the interest rate on the Notes exceed 2.00%
greater than the interest rate payable on the Notes on the date of their issuance.



          (f) No adjustments in the interest rate of the Notes shall be made solely as a result of a
rating agency ceasing to provide a rating of the Notes. If at any time Moody’s or S&P ceases to
provide a rating of the Notes for a reason beyond the control of the Company, the Company shall use
its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating
Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of
determining any increase or decrease in the interest rate on the Notes pursuant to the tables set
forth in subsections (b) and (c) of this Section 2.16, (i) such Substitute Rating Agency
shall be substituted for the last rating agency to provide a rating of the Notes but which has
since ceased to provide such rating, (ii) the relative rating scale used by such Substitute Rating
Agency to assign ratings to senior unsecured debt shall be determined in good faith by an
independent investment banking institution of national standing appointed by the Company and, for
purposes of determining the applicable ratings included in the applicable table set forth in
subsection (b) or (c) of this Section 2.16 with respect to such Substitute Rating Agency,
such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in
such table and (iii) the interest rate on the Notes shall increase or decrease, as the case may be,
such that the interest rate equals the interest rate payable on the Notes on the date of their
issuance plus the appropriate percentage, if any, set forth opposite the rating from such
Substitute Rating Agency in the applicable table set forth in subsection (b) or (c) of this
Section 2.16 (taking into account the provisions of clause (ii) of this Section
2.16(f)) (plus any applicable percentage resulting from a decreased rating by the other rating
agency).



          (g) For so long as only one of Moody’s or S&P provides a rating of the Notes and no Substitute
Rating Agency is offered to replace the other rating agency, any subsequent increase or decrease in
the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency
providing the rating shall be twice the percentage set forth in the applicable table set forth in
subsection (b) or (c) of this Section 2.16. For so long as none of Moody’s, S&P or a
Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes shall
increase to, or remain at, as the case may be, 2.00% greater than the interest rate payable on the
Notes on the date of their issuance. If Moody’s or S&P either ceases to rate the Notes for reasons
within the control of the Company or ceases to make a rating of the Notes publicly available for
reasons within the control of the Company, the Company shall not be entitled to obtain a rating
from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes
shall be determined in the manner described in this Section 2.16 as if either only one or
no rating agency provides a rating of the Notes, as the case may be.



16









 





          (h) Any interest rate increase or decrease described in this Section 2.16 shall take
effect on the Business Day immediately following the day on which the rating change has occurred.



          (i) If the interest rate payable on the Notes is increased as described in this Section
2.16, the term “interest,” as used with respect to the Notes, shall be deemed to include any
such additional interest unless the context otherwise requires.



          (j) The Company will promptly provide the Trustee with written notice of any increase or
decrease in the interest rate due to a ratings adjustment.



          Section 2.17. Purchase of Notes Upon a Change of Control.



          (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to
redeem the Notes as provided in Article Four of the Base Indenture, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of each Holder’s Notes pursuant to the offer described in this
Section 2.17 (the “Change of Control Offer”) on the terms set forth in the Base Indenture
at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to but not including the date of purchase (the “Change of Control Payment”).



          (b) Within 30 days following any Change of Control, or, at the Company’s option, prior to the
date of consummation of any Change of Control, but after the public announcement of the Change of
Control, the Company shall mail a notice to each Holder, with a copy to the Trustee, describing the
transaction or transactions that constitute the Change of Control and offering to repurchase the
Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant
to the procedures required by the Base Indenture and described in such notice. The notice shall,
if mailed prior to the date of the consummation of the Change of Control, state that the offer to
purchase is conditioned on the Change of Control occurring on or prior to the payment date
specified in the notice.



          (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict with this Section
2.17, the Company shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section 2.17 by virtue of such
conflicts.



17









 





          (d) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered and (iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by the Company and the
amount to be paid by the Paying Agent. The Paying Agent shall promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered by such Holder, if any; in
denominations as set forth herein. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date.



          (e) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a another Person makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 2.17 otherwise
applicable to a Change of Control Offer made by the Company and such other Person purchases all
Notes properly tendered and not withdrawn pursuant to such Change of Control Offer.



ARTICLE 3.




FORM OF NOTES




          Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to
be endorsed thereon are to be substantially in the form set forth in Exhibit A hereto.



ARTICLE 4.




ORIGINAL ISSUE OF NOTES




          Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Supplemental
Indenture, be executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall, upon receipt of a Company Order, authenticate and deliver such Notes as in such
Company Order provided.



18









 





ARTICLE 5.




MISCELLANEOUS




          Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture
shall be deemed part of the Base Indenture in the manner and to the extent herein and therein
provided; provided that the provisions of this Supplemental Indenture apply solely with respect to
the Notes.



          Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.



          Section 5.3. Governing Law. This Supplemental Indenture and each Note shall be deemed to
be contracts made under the law of the State of New York, and for all purposes shall be governed by
and construed in accordance with the law of said State.



          Section 5.4. Separability. In case any provision in this Supplemental Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



          Section 5.5. Counterparts Originals. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



19









 





          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.



	 	 	 	 	 
	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	By:  	
/s/ Stephen P. Holmes 
 	 
	 	 	Name:  	Stephen P. Holmes 	 
	 	 	Title:  	Chairman of the Board of Directors and


Chief Executive Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/
William G. Keenan 	 
	 	 	Name:  	William G. Keenan 	 
	 	 	Title:  	Vice President	 
	 



Signature Page to First Supplemental Indenture




 









 








EXHIBIT A




[FORM OF FACE OF NOTE]





          THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



 









 





CUSIP No. 98310WAD0




WYNDHAM WORLDWIDE CORPORATION

9.875% NOTES DUE 2014




	 	 	 
	No. R-1

	 	$250,000,000 
	 

	 	As revised by the Schedule of Increases or Decreases in Global Security attached hereto






          Interest. Wyndham Worldwide Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of two hundred and fifty million dollars
($250,000,000), as revised by the Schedule of Increases or Decreases in Global Security attached
hereto, on May 1, 2014 and to pay interest thereon from May 18, 2009 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually in
arrears on May 1 and November 1 in each year, commencing November 1, 2009 at the rate of 9.875% per
annum, until the principal hereof is paid or made available for payment.



          Method of Payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of business on the
Record Date for such interest, which shall be April 15 or October 15, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice thereof having been given to Holders of Notes not less than 10 days
prior to such Special Record Date, all as more fully provided in said Indenture. Payment of the
principal of (and premium, if any) and any such interest on this Note shall be made at the
Corporate Trust Office in U.S. Dollars.



          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



          Authentication. Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.



 









 





          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: May 18, 2009


	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	Stephen P. Holmes 	 
	 	 	Title:  	Chairman of the Board of Directors and


Chief Executive Officer 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




Dated:




U.S. BANK NATIONAL ASSOCIATION



as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 









 





[FORM OF REVERSE OF NOTE]




          Indenture. This Note is one of a duly authorized issue of securities of the Company (herein
called the “Notes”) issued and to be issued under an Indenture, dated as of November 20, 2008, as
supplemented by a First Supplemental Indenture dated May 18, 2009 (as so supplemented, herein
called the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $250,000,000.



          Optional Redemption. The Notes are subject to redemption at the Company’s option, at any time
and from time to time, in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding,
the Redemption Date, and (ii) the sum, as determined by an Independent Investment Banker, of the
present values of the remaining scheduled payments of principal and interest on the Securities to
be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate plus 50 basis points plus accrued and unpaid interest on the principal
amount being redeemed to the Redemption Date (exclusive of interest accrued to the Redemption
Date).



          For purposes of determining the optional redemption price, the following definitions are
applicable:



          “Treasury Rate” means, with respect to any Redemption Date, (i) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), (ii) if the period from the Redemption Date to
the maturity date of the Securities to be redeemed is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year
shall be used, or (iii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



 









 





          The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.



          “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining terms of the Securities.



          “Comparable Treasury Price” means, with respect to any Redemption Date:



          (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or



          (b) if the Independent Investment Banker is unable to obtain at least four such Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the
Independent Investment Banker or, if the Independent Investment Banker is able to obtain only one
Reference Treasury Dealer Quotation, such Reference Treasure Dealer Quotation.



          “Independent Investment Banker” means an independent investment banking institution of
national standing appointed by the Company, which may be one of the Reference Treasury Dealers.



          “Reference Treasury Dealer” means any primary U.S. government securities dealer in New York
City (a “Primary Treasuries Dealer”) that the Company selects. The Company has selected Banc of
America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and their respective successors as Primary
Treasury Dealers.



          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date for the Securities, an average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue for the Securities (expressed
in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such Redemption Date.



          Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each registered Holder of the Securities to be redeemed. If money sufficient to
pay the redemption price of all of the Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, and
unless the Company defaults in payment of the redemption price, on



 









 







and after the Redemption Date, interest shall cease to accrue on the Securities or portions of
the Securities called for redemption. If fewer than all of the Securities are to be redeemed, and
such Securities are at the time represented by a Global Security, the Depositary shall select by
lot the particular interests to be redeemed. If the Company elects to redeem fewer than all of the
Securities, and any of such Securities are not represented by a Global Security, then the Trustee
shall select the particular Securities to be redeemed in a manner it deems appropriate and fair
(and the Depositary shall select by lot the particular interests in any Global Security to be
redeemed).



          The Company may at any time, and from time to time, purchase the Securities at any price or
prices in the open market or otherwise.



          Defaults and Remedies. If an Event of Default with respect to Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.



          Amendment, Modification and Waiver. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.



          Restrictive Covenants. The Indenture does not limit the incurrence of additional debt by the
Company or any of its Subsidiaries; however, it does limit the creation of certain Liens and the
entry into sale and leaseback transactions by the Company or any of its Restricted Subsidiaries.
The limitations are subject to a number of important qualifications and exceptions. Once a year,
the Company must report to the Trustee on its compliance with these limitations.



          Denominations, Transfer and Exchange. The Notes are issuable only in registered form without
coupons in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of any different authorized
denomination or denominations, as requested by the Holder surrendering the same.



          As provided in the Indenture and subject to certain limitations therein set forth, including
Section 3.06 of the Base Indenture, the transfer of this Note is registerable in the
Register, upon surrender of this Note for registration of transfer at the Registrar accompanied by



 









 







a written request for transfer in form satisfactory to the Company and the Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes of any different authorized denomination or denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.



          No service charge shall be made for any such registration of transfer or exchange, but the
Company or the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.



          Persons Deemed Owners. Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for the purpose of receiving payment of principal
of and premium, if any, and (subject to Section 3.08 of the Base Indenture) interest, if any, on
such Note and for all other purposes whatsoever, whether or not this Note be overdue, and neither
the Company, the Trustee nor any agent shall of the Company or the Trustee shall be affected by
notice to the contrary.



          Defined Terms. All terms used in this Note and not defined herein shall have the meanings
assigned to them in the Indenture.



 









 





SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of decrease	 	 	Principal Amount of	 	 	 	 
	 	 	Amount of increase in	 	 	in Principal Amount	 	 	this Global Security	 	 	Signature of	 
	Date of	 	Principal Amount of	 	 	of this Global	 	 	following each	 	 	authorized signatory	 
	Exchange	 	this Global Security	 	 	Security	 	 	decrease or increase	 	 	of Trustee