FIRST AMENDMENT
Dated as of November 13, 2006
TO
SERIES 2002-1 SUPPLEMENT
TO WYNDHAM 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 Series 2002-1
Supplement dated as of August 29, 2002 and amended and
restated as of July 7, 2006 (the “ PA Supplement
”) to the Master Loan Purchase Agreement under which WYNDHAM
CONSUMER FINANCE, INC. is the Seller and is 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”).
This
Amendment reflects the new terms agreed between the Seller and the
Purchaser regarding the eligibility of certain Loans sold by the
Seller to the Purchaser.
The PA
Supplement supplements the Master Loan Purchase Agreement dated as
of August 29, 2002, as amended and restated as of July 7,
2006 and amended by the First Amendment thereto dated as of even
date herewith. The Master Loan Purchase Agreement, as so amended,
is the “ Agreement .” Terms used in this
Amendment and not defined herein have the meaning assigned in the
Agreement.
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