Wyndham Worldwide (WYN)

On November 13, 2006, in connection with our vacation ownership securitization program, Sierra Timeshare Conduit Receivables Funding, LLC (the “Issuer”) and Wyndham Consumer Finance, Inc., as master servicer, entered into a First Amendment to the Series 2002-1 Supplement to the Master Indenture and Servicing Agreement (the “Series Supplement Amendment”) for the purpose of amending terms related to the Issuer’s Loan-Backed Variable Funding Notes, Series 2002-1 (the “Notes”) which Notes were issued to and are held by a group of commercial paper conduits. Pursuant to these amendments, the maximum principal amount of the Notes was increased from $800 million to $1 billion, the liquidity termination date was extended to November 12, 2007 and the maturity date of the Notes was extended to December 15, 2009. The Series Supplement Amendment is among the Issuer, the Master Servicer and U.S. Bank National Association as Trustee and Collateral Agent. Also on November 13, 2006, (i) Wyndham Consumer Finance, Inc. as seller, entered into a First Amendment to the Master Loan Purchase Agreement and a First Amendment to the Series 2002-1 Supplement to the Master Loan Purchase Agreement each of which is among Wyndham Consumer Finance, Inc., as seller, Sierra Deposit Company, LLC, as purchaser, Wyndham Vacation Resorts, Inc., as co-originator and other subsidiaries of Wyndham Worldwide Corporation related to the vacation ownership business and (ii) Trendwest Resorts, Inc., as seller entered into a First Amendment to the Series 2002-1 Supplement to the Master Loan Purchase Agreement which is among Trendwest Resorts, Inc. and Sierra Deposit Company, LLC, as purchaser. Certain of the purchasers of the Notes, the Trustee and the Collateral Agent, and their respective affiliates, have performed and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.