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EXHIBIT 10.17    
    


EXECUTION
COPY 


SECOND AMENDMENT  


to 


SERIES 2002-1 SUPPLEMENT  


to 


MASTER
LOAN PURCHASE AGREEMENT 


SIERRA
RECEIVABLES FUNDING COMPANY, LLC

LOAN-BACKED

VARIABLE FUNDING NOTES,

SERIES 2002-1 


by
and between 


FAIRFIELD
ACCEPTANCE CORPORATION—NEVADA,

as Seller 


FAIRFIELD
RESORTS, INC.,

as Co-Originator 


FAIRFIELD
MYRTLE BEACH, INC.,

as Co-Originator 


KONA
HAWAIIAN VACATION OWNERSHIP, LLC,

as an Originator 


SEA
GARDENS BEACH AND TENNIS RESORT, INC.,

VACATION BREAK RESORTS, INC.,

VACATION BREAK RESORTS AT STAR ISLAND, INC.,

PALM VACATION GROUP

and

OCEAN RANCH VACATION GROUP,

each as a VB Subsidiary 


PALM
VACATION GROUP

and

OCEAN RANCH VACATION GROUP,

each as a VB Partnership 


and

SIERRA DEPOSIT COMPANY, LLC

as Purchaser 


Amendment
Dated July 17, 2003 





 

        THIS
SECOND AMENDMENT TO PURCHASE AGREEMENT SUPPLEMENT (this "Amendment") is dated as of July 17, 2003 and amends that Purchase
Agreement Supplement dated as of August 29, 2002, as previously amended (the "PA Supplement") and is by and between FAIRFIELD ACCEPTANCE
CORPORATION-NEVADA, a Delaware corporation, as seller (the "Seller"), FAIRFIELD RESORTS, INC., a Delaware corporation and the parent corporation
of the Seller, as co-originator ("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 Hawaiian limited liability company, as an originator
("Kona"), 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"). 


        The
Company has determined with the agreement of the Seller that Loans purchased from the Seller may be sold to Sierra Receivables Funding Company, LLC (the
"Initial Issuer") and pledged to secure notes issued by the Initial Issuer or may be sold by the Company to an Additional Issuer and pledged to secure
Notes issued by the Additional Issuer. The Company may also, from time to time, purchase Loans from the Initial Issuer and transfer such Loans to an Additional Issuer to be pledged to secure an
Additional Series. 


        The
Seller and the Company agree that Loans sold to the Company under the Agreement and the PA Supplement retain their character as Series 2002-1 Loans whether sold to
and retained by the Initial Issuer or reacquired by the Company and transferred to an Additional Issuer. 


        This
Amendment clarifies the Company's right and ability to sell Series 2002-1 Loans to an Additional Issuer or Additional Issuers and ratifies the Sellers' continuing
obligations with respect to such Series 2002-1 Loans. 


        The
PA Supplement supplements the Master Loan Purchase Agreement dated as of August 29, 2002, as amended by the First Amendment thereto dated as of November 27, 2002 and
the Second Amendment thereto dated as of the date of this Amendment. 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.    Definitions.




        (a)    Addition of New Definitions.    Section 1 of the PA Supplement is hereby amended to add the following
definitions each of which shall read in its entirety as follows and be added in the correct alphabetical order: 



        "Noteholder" shall mean any Series 2002-1 Noteholder and any holder of a note of any Additional Series. 




        (b)    Amendment of Definition of Eligible Loan.    Clause (d) 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: 



        (d)   with
respect to which (i) if the related Timeshare Property has been deeded to the Obligor of the related Series 2002-1 Loan, (A) the
Originator has a valid and enforceable first lien 



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Mortgage
on such Timeshare Property, except as such enforceability may be limited by Debtor Relief Laws and as such enforceability may be limited by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law, (B) such Mortgage and related mortgage note have been assigned to the Collateral Agent, (C) such Mortgage and the
related note for such Mortgage have been transferred or will be transferred to the custody of the Custodian in accordance with the provisions of Section 6(c)(i) of the Agreement and
(D) if any Mortgage relating to such Series 2002-1 Loan is a deed of trust, a trustee duly qualified under applicable law to serve as such has been properly designated in
accordance with applicable law and currently so serves or (ii) if the related Timeshare Property has not been deeded to the Obligor of the related Series 2002-1 Loan, a
Nominee has legal title to such Timeshare Property and the Seller has an equitable interest in such Timeshare Property underlying the related Series 2002-1 Loan; 




        (c)    Amendment of Other Existing Definitions.    Each of the following terms contained in Section 1 of the PA
Supplement is hereby amended and restated to read in its entirety as follows: 



        "Series Termination Date" shall mean, with respect to Series 2002-1, the date on which all obligations with respect to
the Series 2002-1 Notes issued under the Series 2002-1 Supplement have been paid in full and the Series 2002-1 Supplement is discharged and,
with respect to any Additional Series, the date set forth in the related Indenture and Servicing Agreement. 


        "Series 2002-1 Loan" shall mean each Loan listed from time to time on the Series 2002-1 Loan
Schedule whether such Loan is at such time a Series 2002-1 Pledged Loan or is pledged to secure an Additional Series. 



 Section 2.    Sale.  




        Subsection 2 (c) of the PA Supplement is hereby amended by adding the following sentence at the end of such subsection. The additional sentence shall and
does hereby read as follows: 



The
Seller and the Company agree that the Series 2002-1 Loan Schedule shall include all Loans sold under the Agreement and this PA Supplement whether such Loans are
Series 2002-1 Pledged Loans or are pledged to secure an Additional Series. 



 Section 3.    Security Interest.  




        Subsection 2(g) of the PA Supplement is hereby amended and restated to read in its entirety as follows: 



        (g)    Security Interest in Transferred Assets.    Each of FRI, FMB, Kona, the VB Subsidiaries and the Seller
acknowledges that the Series 2002-1 Loans and related Transferred Assets are subject to the Lien of the Series 2002-1 Supplement for the benefit of the Trustee
and the Series 2002-1 Noteholders (or to the Collateral Agent on behalf of the Trustee and the Series 2002-1 Noteholders). With respect to
Series 2002-1 Loans and related Transferred Assets which have been released from the Lien of the Series 2002-1 Supplement, conveyed to the Company and transferred
by the Company to an Additional Issuer, each of FRI, FMB, Kona, the VB Subsidiaries and the Seller acknowledges that such Series 2002-1 Loans and related Transferred Assets are
subject to the Lien of the applicable Indenture and Servicing Agreement for the benefit of the applicable Trustee and Noteholders. 



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 Section 4.    Transfer of Loans.  




        Subsection 2(i) of the PA Supplement is hereby amended and restated to read in its entirety as follows: 



        (i)    Transfer of Loans.    All Series 2002-1 Loans conveyed to the Company hereunder shall be
held by the Custodian pursuant to the terms of either Custodial Agreement for the benefit of the Company, the respective Issuers, the respective Trustees and the Collateral Agent. Upon each Purchase
hereunder, the Custodian shall execute and deliver to the Company a certificate acknowledging receipt of the applicable Series 2002-1 Loans pursuant to either Custodial Agreement;
provided that, with respect to a Series 2002-1 Loan purchased on a Purchase Date, receipt shall be timely delivered if it is delivered to the Company no later than 30 days
after the Purchase Date for that Loan. 


Each
of FRI, the other Originators and the Seller acknowledges that the Company will convey the Series 2002-1 Loans and the other related Transferred Assets to the Initial Issuer or
an Additional Issuer and that the Initial Issuer or Additional Issuer will grant a security interest in the Series 2002-1 Loans and other related Transferred Assets to the
Collateral Agent pursuant to the applicable Indenture and Servicing Agreement. Each of FRI, the other Originators and the Seller agrees that, upon such grant, the Initial Issuer or the Additional
Issuer and the Collateral Agent may enforce all of the Seller's and FRI's obligations hereunder and under the Agreement directly, including without limitation the repurchase obligations of the Seller
set forth in Section 7. 


 Section 5.    Repurchases or Substitution of Series 2002-1 Loans.  




        Section 7 of the PA Supplement is hereby amended by the addition of the following introductory clause which shall appear in the PA Supplement immediately
after the caption for Section 7 and before clause (a): 



        The
parties understand and agree that references in this Section 7 to the Issuer, Trustee or Master Servicer, shall in each case refer to the Issuer, Trustee or Master Servicer
for the Series to which the Loan to be repurchased is then pledged. 


 Section 6.    Miscellaneous Provisions.  




        (a)    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. 


        (b)    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. 



        (c)    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. 


        IN
WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. 


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	 	 	FAIRFIELD ACCEPTANCE CORPORATION-NEVADA
	

 	
 	

By:	
 	

/s/  JOHN COLE       

	 	 	 	 	Name:	John Cole
	 	 	 	 	Title:	President and Treasurer
	

 	
 	

FAIRFIELD RESORTS, INC.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

FAIRFIELD MYRTLE BEACH, INC.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

KONA HAWAIIAN VACATION OWNERSHIP, LLC
	

 	
 	

By:	
 	

Fairfield Resorts, Inc.

Its Managing Member
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

SEA GARDENS BEACH AND

TENNIS RESORT, INC.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	 	 	 	 	 	 





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VACATION BREAK RESORTS, INC.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

VACATION BREAK RESORTS AT

STAR ISLAND, INC.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

PALM VACATION GROUP,

by its General Partners:
	

 	
 	

 	
 	

Vacation Break Resorts at Palm Aire, Inc.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

 	
 	

Palm Resort Group, Inc.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer
	

 	
 	

OCEAN RANCH VACATION GROUP,

by its General Partners:
	

 	
 	

 	
 	

Vacation Break at Ocean Ranch, Inc.
	

 	
 	

By:	
 	

/s/  DUNCAN H. COCROFT      

	 	 	 	 	Name:	Duncan H. Cocroft
	 	 	 	 	Title:	Executive Vice President and Treasurer




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EXHIBIT 10.17