Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2008, Sierra Timeshare Conduit Receivables Funding II, LLC, a subsidiary of Wyndham Worldwide Corporation (the "Company"), closed on a new securitized timeshare receivables conduit facility. The 364-day facility bears interest based on variable commercial paper rates plus a spread and has capacity of $943 million. A copy of the Company's press release is furnished as Exhibit 99.1 and is incorporated by reference herein.
The Indenture and Servicing Agreement, dated as of November 7, 2008 and effective as of November 10, 2008, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Certain of the participants in the facility, 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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 1.01 is hereby incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:

Exhibit No. Description Exhibit 10.1 Indenture and Servicing Agreement, dated as of November 7, 2008 and effective as of November 10, 2008, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent. Exhibit 99.1 Press Release of Wyndham Worldwide Corporation, dated November 10, 2008.

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