Exhibit 10.12(a)
EXECUTION COPY
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.
Section 1. Amendment. Clause (w) of the definition of Eligible Loan contained in
Section 1 of the PA Supplement is hereby amended and restated to read in its entirety as follows:
(w) with respect to which at least one Scheduled Payment has been made by the Obligor;
except that this subsection (w) shall not be applicable with respect to Loans made for the
purpose of or relating to the financing of a Timeshare Upgrade;
Section 2. Effect of Amendment to Definition of Eligible Loan. The amendment made to
the definition of Eligible Loan contained in Section 1 of this Amendment shall be applicable only
with respect to Loans sold by the Seller to the Purchaser on or after the date of this Amendment.
Loans sold under the Agreement and the PA Supplement prior to the date of this Amendment were and
are subject to the terms of such documents as such documents existed at the time of the sale.
Section 3. Ratification of PA Supplement. As amended and supplemented by this
Amendment, the PA Supplement is in all respects ratified and confirmed and the PA Supplement as so
amended and supplemented shall be read, taken and construed as one and the same instrument.
Section 4. Counterparts. This Amendment may be executed in two or more counterparts,
and by different parties on separate counterparts, each of which shall be an original, but all of
which shall constitute one and the same instrument.
Section 5. GOVERNING LAW. THIS PA SUPPLEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.