Exhibit 10.11(a)
EXECUTION COPY
FIRST
AMENDMENT
Dated at of November 13, 2006
TO
AMENDED AND RESTATED
MASTER LOAN PURCHASE AGREEMENT
As
Amended and Restated as of July 7, 2006
THIS
FIRST AMENDMENT (this “ Amendment ”) is dated as
of November 13, 2006 and amends that MASTER LOAN PURCHASE
AGREEMENT, dated as of August 29, 2002 and amended and
restated as of July 7, 2006. This Amendment and such Master
Loan Purchase Agreement are each by and between WYNDHAM CONSUMER
FINANCE, INC., a Delaware corporation, as seller (the
“Seller”), WYNDHAM VACATION RESORTS, INC., a Delaware
corporation formerly known as Fairfield Resorts, Inc., as co
originator (“Resorts” or “FRI”), FAIRFIELD
MYRTLE BEACH, INC., a Delaware corporation and a wholly-owned
subsidiary of FRI, as co originator (“FMB”), KONA
HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaii limited liability
company, as an originator (“Kona”), SHAWNEE
DEVELOPMENT, INC., a Pennsylvania corporation, as an originator
(“SDI”), SEA GARDENS BEACH AND TENNIS RESORT, INC., a
Florida corporation (“Sea Gardens”), VACATION BREAK
RESORTS, INC., a Florida corporation (“VBR”), VACATION
BREAK RESORTS AT STAR ISLAND, INC., a Florida corporation
(“VBRS”) (each of Sea Gardens, VBR and VBRS being
wholly-owned subsidiaries of Vacation Break, USA, Inc., a
wholly-owned subsidiary of FRI), PALM VACATION GROUP, a Florida
general partnership (“PVG”), OCEAN RANCH VACATION
GROUP, a Florida general partnership (“ORVG”) (each of
Sea Gardens, VBR, VBRS, PVG and ORVG are hereinafter collectively
referred to as the “VB Subsidiaries” and PVG and ORVG
are hereinafter collectively referred to as the “VB
Partnerships”) and SIERRA DEPOSIT COMPANY, LLC, a Delaware
limited liability company, as purchaser (hereinafter referred to as
the “Purchaser” or the “Company”).
WHEREAS,
the Seller, Resorts, FMB, Kona, SDI, the VB Subsidiaries and the
Purchaser are parties to that Master Loan Purchase Agreement dated
as of August 29, 2002 and amended and restated as of
July 7, 2006 (the “ Master Loan Purchase
Agreement ”);
WHEREAS,
the parties to the Master Loan Purchase Agreement wish to amend the
Master Loan Purchase Agreement as provided herein; and
WHEREAS,
the conditions to the amendments have been satisfied;
NOW,
THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
