exv10w1





Exhibit 10.1




FIRST AMENDMENT




Dated as of June 28, 2011



to



AMENDED AND RESTATED INDENTURE

AND SERVICING AGREEMENT



Dated as of October 1, 2010



by and among



SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING II, LLC,



as Issuer



and



WYNDHAM CONSUMER FINANCE, INC.,



as Servicer



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee



and



U.S. BANK NATIONAL ASSOCIATION,



as Collateral Agent



 









 





FIRST AMENDMENT




to



AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT



     THIS FIRST AMENDMENT dated as of June 28, 2011 (this “Amendment”) amends that AMENDED AND
RESTATED INDENTURE AND SERVICING AGREEMENT dated as of October 1, 2010 (the “Original Indenture”)
and both this Amendment and the Original Indenture are by and among SIERRA TIMESHARE CONDUIT
RECEIVABLES FUNDING II, LLC, a limited liability company organized under the laws of the State of
Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as servicer, WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as collateral agent.



RECITALS




     WHEREAS, the Issuer, the Servicer, the Trustee and the Collateral Agent desire to amend the
Original Indenture as provided herein.



     WHEREAS, in accordance with (x) Section 15.1(b) of the Original Indenture, upon the Amendment
Effective Date (as defined herein) the Required Facility Investors have consented to such amendment
of the Original Indenture and the Rating Agency Condition has been satisfied, (y) Section 15.1(g)
of the Original Indenture, each Funding Agent and each Non-Conduit Committed Purchaser has
consented to such amendment of the Original Indenture and (z) Section 15.16 of the Original
Indenture, the Deal Agent has consented to such amendment of the Original Indenture.



     WHEREAS, capitalized terms used in this Amendment and not otherwise defined herein or amended
hereby shall have the meanings assigned to such terms in the Original Indenture.



     NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees
as follows for the benefit of the other parties and for the benefit of the Noteholders.



     SECTION 1. Amendment of Definitions. The definition of each of the
following terms contained in Section 1.1 of the Original Indenture is hereby amended and restated
to read in its entirety as follows:



     “AAA Advance Rate” shall mean,



 









 






     (i) prior to but excluding the October 2010 Payment Date, 51%;




     (ii) as of the October 2010 Payment Date to but excluding the Third Amendment Effective
Date, 51.5%; and




     (iii) as of the Third Amendment Effective Date and thereafter 52%.




     “Excess Concentration Amount” shall mean, on any date, an amount equal to the
sum of (i) the Non-US Excess Amount, (ii) the Green Loans Excess Amount, (iii) the Delayed
Completion Green Loans Excess Amount, (iv) the New Seller Excess Amount, (v) the Transition
Period Excess Amount, (vi) the Large Loans Excess Amount, (vii) the State Concentration
Excess Amount, (viii) the Documents in Transit Excess Amount, (ix) the Fixed Week Excess
Amount, (x) the Extended Term Excess Amount, (xi) the Presidential Reserve Loan Excess
Amount, (xii) the WorldMark Loan Excess Amount, (xiii) the WorldMark Loan FICO Score 650
Excess Amount, (xiv) the WorldMark Loan FICO Score 700 Excess Amount, (xv) the WorldMark
Loan FICO Score 750 Excess Amount, (xvi) the WorldMark Loan FICO Score 800 Excess Amount,
(xvii) the Wyndham Loan FICO Score 650 Excess Amount, (xviii) the Wyndham Loan FICO Score
700 Excess Amount, (xix) the Wyndham Loan FICO Score 750 Excess Amount, (xx) the Wyndham
Loan FICO Score 800 Excess Amount, (xxi) the California Excess Amount, (xxii) the WAAM Loan
Aggregate Excess Amount and (xxiii) the WAAM Loan Developer Excess Amount.




     “Large Loans Excess Amount” shall mean, on any date, the sum of (a) the
combined amount of the Loan Balances on such date of all Pledged Loans which have a Loan
Balance on such date greater than $100,000 plus (b) the amount by which (i) the combined
amount of the Loan Balances on such date of all Pledged Loans which have a Loan Balance on
such date of $75,000 or more (but not more than $100,000) on such date exceeds (ii) (A) if
the weighted average FICO Score for all Pledged Loans which have a Loan Balance on such date
of $75,000 or more (but not more than $100,000) is 700 or greater, twelve percent (12%) of
the Adjusted Loan Balance on such date or (B) if the weighted average FICO Score for all
Pledged Loans which have a Loan Balance on such date of $75,000 or more (but not more than
$100,000) is less than 700, five percent (5.0%) of the Adjusted Loan Balance on such date.




     “Maturity Date” shall mean the August 2029 Payment Date.




     “Principal Distribution Amount” shall mean for any Payment Date an amount equal
to the Borrowing Base Shortfall on such Payment Date; provided, however, that for any
Payment Date on which (x) the Securitized Pool Three Month Rolling Average Delinquency
Percentage exceeds 4.50% or (y) the Securitized Pool Four Month Default Percentage exceeds
1.50%, the Principal Distribution Amount shall be the lesser of (a) the Notes Principal
Amount as of such Payment Date and (b) the excess of (i) the entire amount of the remaining
Available Funds after making provisions for the payments and distributions required under
clauses FIRST through FIFTH in Section 4.1 on such Payment Date over (ii) the amount, if
any, by which the amount on deposit in the Reserve Account is less than the Reserve Required
Amount on such Payment Date.



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     SECTION 2. Addition of Definitions. Section 1.1 of the Original Indenture is
hereby amended by adding each of the following definitions thereto in the appropriate
alphabetical order:




     “ClubWyndham Access” shall have the meaning assigned in the applicable Seller
Purchase Agreement.




     “Third Amendment Effective Date” shall mean June 28, 2011.




     “WAAM Loan” shall have the meaning assigned in the applicable Seller Purchase
Agreement.




     “WAAM Loan Developer” shall have the meaning assigned in the applicable Seller
Purchase Agreement.




     “WAAM Loan Developer Excess Amount” shall mean, on any date, the sum, with
respect to all WAAM Loan Developers, of the amount, if any, with respect to each such WAAM
Loan Developer by which (i) the sum of the Loan Balances on such date for all Pledged Loans
which are WAAM Loans with respect to WAAM Timeshare Properties relating to a WAAM Real
Property Interest owned (prior to any transfer to ClubWyndham Access or an Obligor) by such
WAAM Loan Developer exceeds (ii) five percent (5%) of the Adjusted Loan Balance on such
date.




     “WAAM Loan Aggregate Excess Amount” shall mean, on any date, the amount, if
any, by which (i) the excess of (x) the sum of the Loan Balances on such date for all
Pledged Loans which are WAAM Loans over (y) the WAAM Loan Developer Excess Amount on such
date exceeds (ii) ten percent (10%) of the Adjusted Loan Balance on such date.




     “WAAM Real Property Interest” shall have the meaning assigned in the applicable
Seller Purchase Agreement.




     “WAAM Timeshare Property” shall have the meaning assigned in the applicable
Seller Purchase Agreement.



     SECTION 3. Deletion of Definition.



     Section 1.1 of the Original Indenture is hereby amended by deleting the following definition
in its entirety:



     “Qualifying Payment Date”



     SECTION 4. Amendment to Section 1.2. Section 1.2(a) of the Original Indenture is
hereby amended by deleting the term “Second Amendment Effective Date” therein, and inserting “Third
Amendment Effective Date” in lieu thereof.



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     SECTION 5. Amendments to Amortization Events. Section 10.1 of the Original Indenture
is hereby amended by deleting each of clauses (f), (g) and (r) thereof in their entirety and
inserting the following in lieu thereof:




     (f) the Four Month Default Percentage as of any Payment Date exceeds 1.50%;




     (g) the Three Month Rolling Average Delinquency Ratio as calculated for any
Payment Date exceeds 4.50%;




     (r) the Securitized Pool Three Month Rolling Average Delinquency Percentage
exceeds 4.50% for four consecutive Payment Dates;



     SECTION 6. No Other Amendments. Except as expressly amended, modified and
supplemented hereby, the provisions of the Original Indenture are and shall remain in full force
and effect.



     SECTION 7. Governing Law. This Amendment is governed by and shall be construed in
accordance with the laws of the State of New York and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.



     SECTION 8. 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 together shall constitute one and the same instrument.



     SECTION 9. Headings. The headings herein are for purposes of reference only and shall
not otherwise affect the meaning or interpretation of any provision hereof.



     SECTION 10. Effectiveness. This Amendment shall be effective upon the date (the
“Amendment Effective Date”) that is the later of (i) the date hereof and (ii) the first date on
which each of the following conditions precedent shall have been satisfied:




     (a) This Amendment shall have been executed and delivered by each of the parties
hereto;




     (b) The Trustee shall have received the written consent of the Required Facility
Investors, each Funding Agent, each Non-Conduit Committed Purchaser and the Deal Agent to
this Amendment;




     (c) The Rating Agency Condition (as such term is defined in the Original Indenture)
shall have been satisfied;




     (d) The Trustee shall have received any Opinions of Counsel required by the Trustee to
be delivered to the Trustee; and




     (e) The First Amendment to the Note Purchase Agreement, dated the date hereof (the “NPA
Amendment”), shall have been executed and delivered by each party thereto.



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     SECTION 11. Purchaser Invested Amount. The Issuer hereby notifies and directs the
Trustee that on June 28, 2011:



          1. After giving effect to the Purchaser Assignment and Assumption Agreement dated June 28,
2011 among AMSTERDAM FUNDING CORPORATION and THE ROYAL BANK OF SCOTLAND PLC as transferors and THE
ROYAL BANK OF SCOTLAND PLC, as a Non-Conduit Committed Purchaser and the acquiring Purchaser, the
entire principal amount represented by the Series 2008-A Note registered in the name of THE ROYAL
BANK OF SCOTLAND PLC, as Funding Agent, will have been transferred to and acquired by THE ROYAL
BANK OF SCOTLAND PLC.




          2. On June 28, 2011, the Series 2008-A Notes shall represent the aggregate Notes Principal
Amount of $242,281,975.88 and on such date and after giving effect to the Purchaser Assignment and
Assumption Agreement dated June 28, 2011 (the “Second Assignment Agreement”) among FALCON ASSET
SECURITIZATION COMPANY and JPMORGAN CHASE BANK, N.A.; BANK OF AMERICA, N.A.; ALPINE SECURITIZATION
CORP. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH; SARATOGA FUNDING
CORP., LLC and DEUTSCHE BANK
AG, NEW YORK BRANCH; and THE ROYAL BANK OF SCOTLAND PLC as transferors and the acquiring
Purchasers party thereto, the Series 2008-A Notes shall be registered to the Purchasers listed on
Schedule I to this Amendment and the outstanding principal amount of each Series 2008-A Note shall
be as shown on such Schedule I.




          3. Upon receipt by the Trustee of the Series 2008-A Note registered in the name of THE ROYAL
BANK OF SCOTLAND PLC, as Funding Agent, the Trustee shall cancel such note and shall authenticate
and deliver to THE ROYAL BANK OF SCOTLAND PLC, as a Non-Conduit Committed Purchaser, a Series
2008-A Note registered in the name of THE ROYAL BANK OF SCOTLAND PLC and in a stated amount not to
exceed $92,000,000.




          4. On the basis of the transfers occurring under the Second Assignment Agreement, the Issuer
has executed and delivered to the Trustee a Series 2008-A Note in an amount not to exceed
$40,000,000 which the Trustee shall authenticate and deliver to GOLDMAN SACHS BANK USA, as a
Non-Conduit Committed Purchaser.













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     IN WITNESS WHEREOF, Issuer, the Servicer, the Trustee and the Collateral Agent have caused
this Indenture to be duly executed by their respective officers as of the day and year first above
written.



	 	 	 	 	 
	 	SIERRA TIMESHARE CONDUIT

RECEIVABLES FUNDING II, LLC,

as Issuer

 	 
	 	By:  	/s/ Mark A. Johnson
 	 
	 	 	Name:  	Mark A. Johnson 	 
	 	 	Title:  	President 	 
	 
	 	WYNDHAM CONSUMER FINANCE, INC.,

as Servicer

 	 
	 	By:  	/s/ Mark A. Johnson
 	 
	 	 	Name:  	Mark A. Johnson 	 
	 	 	Title:  	President 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Jennifer C. Westberg
 	 
	 	 	Name:  	Jennifer C. Westberg 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

as Collateral Agent

 	 
	 	By:  	/s/ Tamara Schultz-Fugh
 	 
	 	 	Name:  	Tamara Schultz-Fugh 	 
	 	 	Title:  	Vice President 	 



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SCHEDULE I




	 	 	 	 	 
	 	 	Purchaser
	Purchaser (identified by reference to Funding Agent or
Non-Conduit Committed Purchaser)	 	Invested Amount
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	41,187,935.88	 
	Bank of America, N.A.
	 	 	37,149,902.97	 
	Compass Bank
	 	 	16,152,131.73	 
	Credit Suisse AG, New York Branch
	 	 	37,149,902.97	 
	Deutsche Bank, AG, New York Branch
	 	 	37,149,902.97	 
	Goldman Sachs Bank USA
	 	 	16,152,131.73	 
	The Royal Bank of Scotland plc
	 	 	37,149,902.97	 
	The Bank of Nova Scotia
	 	 	20,190,164.66