Exhibit 2.1
Wyndham Worldwide Corporation
Seven Sylvan Way
Parsippany,
NJ 07054
Attn: General Counsel
RE: Separation and Distribution Agreement
Ladies and Gentlemen:
Reference is made to the Separation and Distribution Agreement, dated as of
July 27, 2006 (the
“
Separation Agreement”), by and among Cendant Corporation (“
Cendant”), Realogy
Corporation (“
Realogy”), Travelport Inc. (“
Travelport”) and Wyndham Worldwide
Corporation (“
Wyndham”). Capitalized terms used but not defined in this letter agreement
shall have the respective meanings ascribed to such terms in the Separation Agreement. This letter
agreement confirms the agreement of the undersigned parties as follows:
Notwithstanding any of the provisions of Section 12.3 of the Separation Agreement to the
contrary, Cendant, Travelport and Wyndham hereby (i) consent to the use by Realogy of up to $1,000
million of the Travelport Proceeds that Realogy receives pursuant to Section 12.3 of the Separation
Agreement principally for the purpose of repurchasing shares of Realogy common stock until such
time as Realogy obtains long-term financing to replace its interim loan facility and (ii) waive,
and release Realogy from, Realogy’s obligation under the Separation Agreement to utilize such
amount of the Travelport Proceeds to repay and/or reduce outstanding amounts under the Realogy
Credit Facilities (or any replacement thereto) so long as such amount of the Travelport Proceeds
are used in the manner described in clause (i).
This letter agreement shall be effective upon the closing of the Travelport Sale.
Except as expressly modified by this letter agreement, all of the terms, covenants,
agreements, conditions and other provisions of the Separation Agreement shall remain in full force
and effect in accordance with their respective terms.
This letter agreement may be executed in one or more counterparts, and signature pages may be
delivered by facsimile, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Please confirm your agreement with the provisions of this
letter agreement by signing in the space provided below and returning an executed copy of this
letter agreement to Realogy.
Agreed and Acknowledged:
CENDANT CORPORATION
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