EX-10.3






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