As filed with the Securities and Exchange Commission on July 12, 2006
File No. 001-32876
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
To
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
WYNDHAM WORLDWIDE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-0052541 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| Seven Sylvan Way Parsippany, New Jersey |
07054 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(973) 496-8900
(Registrant’s Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which | |
| Common Stock, par value $.01 per share | New York Stock Exchange | |
| Preferred Stock Purchase Right | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
Our information statement is filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
| Item No. |
Caption |
Location in Information Statement | ||
| Item 1. | Business | See “Summary,” “Risk Factors,” “The Separation,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions” | ||
| Item 1A. | Risk Factors | See “Risk Factors” | ||
| Item 2. | Financial Information | See “Summary,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| Item 3. | Properties | See “Business—Employees, Properties and Facilities, Government Regulation and Legal Proceedings—Properties and Facilities” | ||
| Item 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
| Item 5. | Directors and Executive Officers | See “Management” | ||
| Item 6. | Executive Compensation | See “Management” and “Certain Relationships and Related Party Transactions” | ||
| Item 7. | Certain Relationships and Related Transactions | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions” | ||
| Item 8. | Legal Proceedings | See “Business—Employees, Properties and Facilities, Government Regulation and Legal Proceedings—Legal Proceedings” | ||
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters | See “Summary,” “The Separation,” “Capitalization” and “Dividend Policy” | ||
| Item 10. | Recent Sales of Unregistered Securities | Not Applicable | ||
| Item 11. | Description of Registrant’s Securities to be Registered | See “Summary,” “The Separation,” “Dividend Policy” and “Description of Capital Stock” | ||
| Item 12. | Indemnification of Directors and Officers | See “Management” and “Description of Capital Stock” | ||
| Item 13. | Financial Statements and Supplementary Data | See “Unaudited Pro Forma Combined Condensed Financial Statements” and “Index to Financial Statements” and the statements referenced therein | ||
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| Item No. |
Caption |
Location in Information Statement | ||
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not Applicable | ||
| Item 15. | Financial Statements and Exhibits | See “Unaudited Pro Forma Combined Condensed Financial Statements” and “Index to Financial Statements” and the statements referenced therein | ||
| (a) List | of Financial Statements |
| (1) | Unaudited Pro Forma Combined Condensed Financial Statements of Wyndham Worldwide Corporation; and |
| (2) | Combined Financial Statements, including Report of Independent Registered Public Accounting Firm |
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit No. | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 2.1 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Wyndham Worldwide Corporation (†) | |
| 3.2 | Form of Amended and Restated By-laws of Wyndham Worldwide Corporation (†) | |
| 4.1 | Form of Rights Agreement between Wyndham Worldwide Corporation and Rights Agent (†) | |
| 4.2 | Form of Certificate of Designations of Series A Junior Participating Preferred Stock (attached as an exhibit to the Form of Rights Agreement filed as Exhibit 4.1 hereto) (†) | |
| 4.3 | Form of Rights Certificate (attached as an exhibit to Form of Rights Agreement filed as Exhibit 4.1 hereto) (†) | |
| 10.1 | Form of Tax Sharing Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 10.1 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 10.2 | Form of Transition Services Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 10.2 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 10.4 | Employment Agreement with Stephen P. Holmes (†) | |
| 10.5 | Form of 2006 Equity and Incentive Plan (†) | |
| 10.6 | Form of Savings Restoration Plan (†) | |
| 10.7 | Form of Officer Deferred Compensation Plan (†) | |
| 10.8 | Form of Non-Employee Directors Compensation Plan (†) | |
| 10.9 | Master Indenture and Servicing Agreement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, by and among Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Master Servicer, and U.S. Bank, National Association, as successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
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| Exhibit No. | Exhibit Description | |
| 10.10 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, to Master Indenture and Servicing Agreement, dated as of August 29, 2002, by and among Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Master Servicer, and U.S. Bank, National Association, successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
| 10.11 | Master Loan Purchase Agreement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, by and between Wyndham Consumer Finance, Inc., as Seller, Fairfield Resorts, Inc., as Co-Originator, and Fairfield Myrtle Beach, Inc., as Co-Originator and Kona Hawaiian Vacation Ownership, LLC, as an Originator, and Shawnee Development, Inc., as an Originator, and 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, and Palm Vacation Group and Ocean Ranch Vacation Group, each as a VB Partnership and Sierra Deposit Company, LLC, as Purchaser | |
| 10.12 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, to Master Loan Purchase Agreement, dated as of August 29, 2002, by and between Wyndham Consumer Finance, Inc., as Seller, Fairfield Resorts, Inc., as Co-Originator, Fairfield Myrtle Beach, Inc., as Co-Originator, Kona Hawaiian Vacation Ownership, LLC, as an Originator, Shawnee Development, Inc., 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, and Palm Vacation Group and Ocean Ranch Vacation Group, each as a VB Partnership, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.13 | Master Loan Purchase Agreement, dated as of August 29, 2002, and Amended and Restated as of July 7, 2006, by and between Trendwest Resorts, Inc., as Seller, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.14 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended as of July 7, 2006 to the Master Loan Purchase Agreement dated as of August 29, 2002, by and between Trendwest Resorts, Inc., as Seller, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.15 | Master Pool Purchase Agreement, dated as of August 29, 2002, Amended and Restated as of July 7, 2006, by and between Sierra Deposit Company, LLC, as Depositor, and Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer | |
| 10.16 | Indenture and Servicing Agreement dated as of March 31, 2003, by and among Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, and Fairfield Acceptance Corporation—Nevada(***), and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.5 to Cendant Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 dated May 9, 2003) | |
| 10.16(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of March 31, 2003 (†) | |
| 10.17 | Indenture and Servicing Agreement dated as of December 5, 2003, by and among Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, and Fairfield Acceptance Corporation—Nevada(***), as Servicer, and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.70 to Cendant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003 dated March 1, 2004) | |
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| Exhibit No. | Exhibit Description | |
| 10.17(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of December 5, 2003 (†) | |
| 10.18 | Indenture and Servicing Agreement, dated as of May 27, 2004, by and among Cendant Timeshare 2004-1 Receivables Funding, LLC(****), as Issuer, and Fairfield Acceptance Corporation—Nevada(***), as Servicer, and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.2 to Cendant Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 dated August 2, 2004) | |
| 10.18(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra Timeshare 2004-1 Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of May 27, 2004 (†) | |
| 10.19 | Indenture and Servicing Agreement, dated as of August 11, 2005, by and among Cendant Timeshare 2005-1 Receivables Funding, LLC(*****), as Issuer, Cendant Timeshare Resort Group-Consumer Finance, Inc.(**), as Servicer, Wells Fargo Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 17, 2005) | |
| 10.19(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra Timeshare 2005-1 Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of August 11, 2005 (†) | |
| 10.20 | Asset Purchase Agreement, dated as of September 13, 2005, by and among Cendant Corporation, as Buyer, and Wyndham Management Corporation, GH-Galveston, Inc., W-Isla, LLC, Performance Hospitality Management Company, Wyndham (Bermuda) Management Company, Ltd., Wyndham Hotels & Resorts (Aruba) N.V., WHC Franchise Corporation, Wyndham International Inc., Wyndham IP Corporation, Wyndham 58th Street, L.L.C., Grand Bay Management Company and Wyndham International Operating Partnership, L.P., as Sellers (†) | |
| 10.21 | Amendment Agreement, dated as of October 11, 2005, amending the Asset Purchase Agreement, dated as of September 13, 2005, by and among Cendant Corporation, as Buyer, and Wyndham Management Corporation, GH-Galveston, Inc., W-Isla, LLC, Performance Hospitality Management Company, Wyndham (Bermuda) Management Company, Ltd., Wyndham Hotels & Resorts (Aruba) N.V., WHC Franchise Corporation, Wyndham International Inc., Wyndham IP Corporation, Wyndham 58th Street, L.L.C., Grand Bay Management Company and Wyndham International Operating Partnership, L.P., as Sellers (†) | |
| 10.22 | Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of January 1, 1996, by and among FairShare Vacation Owners Association, Fairfield Communities, Inc., Fairfield Myrtle Beach, Inc., such other subsidiaries of Fairfield Communities, Inc. and such other unrelated third parties as may from time to time desire to subject property to this Trust Agreement (†) | |
| 10.23 | First Amendment to the Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of February 29, 2000, by and between the FairShare Vacation Owners Association and Fairfield Communities, Inc. (†) | |
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| Exhibit No. | Exhibit Description | |
| 10.24 | Second Amendment to the Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of February 19, 2003, by and between the FairShare Vacation Owners Association and Fairfield Resorts, Inc., formerly known as Fairfield Communities, Inc. (†) | |
| 10.25 | Management Agreement, dated as of January 1, 1996, by and between FairShare Vacation Owners Association and Fairfield Communities, Inc. (†) | |
| 10.26 | Form of Declaration of Vacation Owner Program of WorldMark, the Club (†) | |
| 10.27 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
| 10.28 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
| 10.29 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra Timeshare 2004-1 Receivables Funding, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
| 10.30 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra Timeshare 2005-1 Receivables Funding, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent (†) | |
| 10.31 | Credit Agreement, dated as of July 7, 2006, among Wyndham Worldwide Corporation, as Borrower, certain financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and The Royal Bank of Scotland PLC, as Documentation Agents, and Credit Suisse, Cayman Islands Branch, as Co-Documentation Agent | |
| 10.32 | Interim Term Loan Agreement, dated as of July 7, 2006, among Wyndham Worldwide Corporation, as Borrower, certain financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, The Royal Bank of Scotland PLC and The Bank of Nova Scotia, as Syndication Agents, and Bank of America, N.A., and Credit Suisse, Cayman Islands Branch, as Documentation Agents | |
| 10.33 | Performance Guaranty, dated as of July 7, 2006, by Wyndham Worldwide Corporation in favor of Sierra Deposit Company, LLC, as Depositor, Sierra Timeshare Conduit Receivables Funding Company, LLC, as Issuer, and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
| 10.34 | Indenture and Servicing Agreement, dated as of July 11, 2006, by and among Sierra Timeshare 2006-1 Receivables Funding, 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 | |
| 10.35 | Performance Guarantee, dated as of July 11, 2006, by Cendant Corporation and Wyndham Worldwide Corporation in favor of Sierra Timeshare 2006-1 Receivables Funding, LLC, as issuer, Sierra Deposit Company, LLC, as Depositor, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent | |
| 21.1 | Subsidiaries of Wyndham Worldwide Corporation (†) | |
| 99.1 | Information Statement of Wyndham Worldwide Corporation, subject to completion, dated July 12, 2006 | |
| † | Previously filed. |
| * | Renamed Sierra Timeshare Conduit Receivables Funding, LLC. |
| ** | Renamed Wyndham Consumer Finance, Inc. |
| *** | Fairfield Acceptance Corporation—Nevada was previously renamed Cendant Timeshare Resort Group—Consumer Finance, Inc. and has since been renamed Wyndham Consumer Finance, Inc. |
| **** | Renamed Sierra Timeshare 2004-1 Receivables Funding, LLC. |
| ***** | Renamed Sierra Timeshare 2005-1 Receivables Funding, LLC. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amendment no. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| WYNDHAM WORLDWIDE CORPORATION | ||
| By: |
/s/ STEPHEN P. HOLMES | |
| Name: Stephen P. Holmes | ||
| Title: Chairman and Chief Executive Officer | ||
Dated: July 12, 2006
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EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 2.1 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Wyndham Worldwide Corporation (†) | |
| 3.2 | Form of Amended and Restated By-laws of Wyndham Worldwide Corporation (†) | |
| 4.1 | Form of Rights Agreement between Wyndham Worldwide Corporation and Rights Agent (†) | |
| 4.2 | Form of Certificate of Designations of Series A Junior Participating Preferred Stock (attached as an exhibit to the Form of Rights Agreement filed as Exhibit 4.1 hereto) (†) | |
| 4.3 | Form of Rights Certificate (attached as an exhibit to Form of Rights Agreement filed as Exhibit 4.1 hereto) (†) | |
| 10.1 | Form of Tax Sharing Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 10.1 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 10.2 | Form of Transition Services Agreement among Wyndham Worldwide Corporation, Cendant Corporation, Realogy Corporation and Travelport Inc. (Incorporated by reference to Exhibit 10.2 to Realogy Corporation’s Registration Statement on Form 10 dated June 2, 2006) | |
| 10.4 | Employment Agreement with Stephen P. Holmes (†) | |
| 10.5 | Form of 2006 Equity and Incentive Plan (†) | |
| 10.6 | Form of Savings Restoration Plan (†) | |
| 10.7 | Form of Officer Deferred Compensation Plan (†) | |
| 10.8 | Form of Non-Employee Directors Compensation Plan (†) | |
| 10.9 | Master Indenture and Servicing Agreement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, by and among Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Master Servicer, and U.S. Bank, National Association, as successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
| 10.10 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, to Master Indenture and Servicing Agreement, dated as of August 29, 2002, by and among Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Master Servicer, and U.S. Bank, National Association, successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
| 10.11 | Master Loan Purchase Agreement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, by and between Wyndham Consumer Finance, Inc., as Seller, Fairfield Resorts, Inc., as Co-Originator, and Fairfield Myrtle Beach, Inc., as Co-Originator and Kona Hawaiian Vacation Ownership, LLC, as an Originator, and Shawnee Development, Inc., as an Originator, and 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, and Palm Vacation Group and Ocean Ranch Vacation Group, each as a VB Partnership and Sierra Deposit Company, LLC, as Purchaser | |
1
| Exhibit No. | Exhibit Description | |
| 10.12 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended and Restated as of July 7, 2006, to Master Loan Purchase Agreement, dated as of August 29, 2002, by and between Wyndham Consumer Finance, Inc., as Seller, Fairfield Resorts, Inc., as Co-Originator, Fairfield Myrtle Beach, Inc., as Co-Originator, Kona Hawaiian Vacation Ownership, LLC, as an Originator, Shawnee Development, Inc., 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, and Palm Vacation Group and Ocean Ranch Vacation Group, each as a VB Partnership, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.13 | Master Loan Purchase Agreement, dated as of August 29, 2002, and Amended and Restated as of July 7, 2006, by and between Trendwest Resorts, Inc., as Seller, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.14 | Series 2002-1 Supplement, dated as of August 29, 2002 and Amended as of July 7, 2006 to the Master Loan Purchase Agreement dated as of August 29, 2002, by and between Trendwest Resorts, Inc., as Seller, and Sierra Deposit Company, LLC, as Purchaser | |
| 10.15 | Master Pool Purchase Agreement, dated as of August 29, 2002, Amended and Restated as of July 7, 2006, by and between Sierra Deposit Company, LLC, as Depositor, and Sierra Timeshare Conduit Receivables Funding, LLC, as Issuer | |
| 10.16 | Indenture and Servicing Agreement dated as of March 31, 2003, by and among Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, and Fairfield Acceptance Corporation—Nevada(***), and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.5 to Cendant Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 dated May 9, 2003) | |
| 10.16(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of March 31, 2003 (†) | |
| 10.17 | Indenture and Servicing Agreement dated as of December 5, 2003, by and among Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, and Fairfield Acceptance Corporation—Nevada(***), as Servicer, and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.70 to Cendant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003 dated March 1, 2004) | |
| 10.17(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of December 5, 2003 (†) | |
| 10.18 | Indenture and Servicing Agreement, dated as of May 27, 2004, by and among Cendant Timeshare 2004-1 Receivables Funding, LLC(****), as Issuer, and Fairfield Acceptance Corporation—Nevada(***), as Servicer, and Wachovia Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.2 to Cendant Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 dated August 2, 2004) | |
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| Exhibit No. | Exhibit Description | |
| 10.18(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra Timeshare 2004-1 Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of May 27, 2004 (†) | |
| 10.19 | Indenture and Servicing Agreement, dated as of August 11, 2005, by and among Cendant Timeshare 2005-1 Receivables Funding, LLC(*****), as Issuer, Cendant Timeshare Resort Group-Consumer Finance, Inc.(**), as Servicer, Wells Fargo Bank, National Association, as Trustee, and Wachovia Bank, National Association, as Collateral Agent (Incorporated by reference to Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 17, 2005) | |
| 10.19(a) | First Supplement to Indenture and Servicing Agreement, dated as of June 16, 2006, by and among Sierra Timeshare 2005-1 Receivables Funding, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent, to the Indenture and Servicing Agreement dated as of August 11, 2005 (†) | |
| 10.20 | Asset Purchase Agreement, dated as of September 13, 2005, by and among Cendant Corporation, as Buyer, and Wyndham Management Corporation, GH-Galveston, Inc., W-Isla, LLC, Performance Hospitality Management Company, Wyndham (Bermuda) Management Company, Ltd., Wyndham Hotels & Resorts (Aruba) N.V., WHC Franchise Corporation, Wyndham International Inc., Wyndham IP Corporation, Wyndham 58th Street, L.L.C., Grand Bay Management Company and Wyndham International Operating Partnership, L.P., as Sellers (†) | |
| 10.21 | Amendment Agreement, dated as of October 11, 2005, amending the Asset Purchase Agreement, dated as of September 13, 2005, by and among Cendant Corporation, as Buyer, and Wyndham Management Corporation, GH-Galveston, Inc., W-Isla, LLC, Performance Hospitality Management Company, Wyndham (Bermuda) Management Company, Ltd., Wyndham Hotels & Resorts (Aruba) N.V., WHC Franchise Corporation, Wyndham International Inc., Wyndham IP Corporation, Wyndham 58th Street, L.L.C., Grand Bay Management Company and Wyndham International Operating Partnership, L.P., as Sellers (†) | |
| 10.22 | Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of January 1, 1996, by and among FairShare Vacation Owners Association, Fairfield Communities, Inc., Fairfield Myrtle Beach, Inc., such other subsidiaries of Fairfield Communities, Inc. and such other unrelated third parties as may from time to time desire to subject property to this Trust Agreement (†) | |
| 10.23 | First Amendment to the Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of February 29, 2000, by and between the FairShare Vacation Owners Association and Fairfield Communities, Inc. (†) | |
| 10.24 | Second Amendment to the Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of February 19, 2003, by and between the FairShare Vacation Owners Association and Fairfield Resorts, Inc., formerly known as Fairfield Communities, Inc. (†) | |
| 10.25 | Management Agreement, dated as of January 1, 1996, by and between FairShare Vacation Owners Association and Fairfield Communities, Inc. (†) | |
| 10.26 | Form of Declaration of Vacation Owner Program of WorldMark, the Club (†) | |
| 10.27 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra 2003-1 Receivables Funding Company, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
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| Exhibit No. | Exhibit Description | |
| 10.28 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra 2003-2 Receivables Funding Company, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
| 10.29 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra Timeshare 2004-1 Receivables Funding, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, and U.S. Bank, National Association, as Trustee and Collateral Agent (†) | |
| 10.30 | Performance Guaranty, dated as of June 16, 2006, by Wyndham Worldwide Corporation in favor of Sierra Timeshare 2005-1 Receivables Funding, LLC, as Issuer, Sierra Deposit Company, LLC, as Depositor, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent (†) | |
| 10.31 | Credit Agreement, dated as of July 7, 2006, among Wyndham Worldwide Corporation, as Borrower, certain financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and The Royal Bank of Scotland PLC, as Documentation Agents, and Credit Suisse, Cayman Islands Branch, as Co-Documentation Agent | |
| 10.32 | Interim Term Loan Agreement, dated as of July 7, 2006, among Wyndham Worldwide Corporation, as Borrower, certain financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, The Royal Bank of Scotland PLC and The Bank of Nova Scotia, as Syndication Agents, and Bank of America, N.A., and Credit Suisse, Cayman Islands Branch, as Documentation Agents | |
| 10.33 | Performance Guaranty, dated as of July 7, 2006, by Wyndham Worldwide Corporation in favor of Sierra Deposit Company, LLC, as Depositor, Sierra Timeshare Conduit Receivables Funding Company, LLC, as Issuer, and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as Trustee and Collateral Agent | |
| 10.34 | Indenture and Servicing Agreement, dated as of July 11, 2006, by and among Sierra Timeshare 2006-1 Receivables Funding, 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 | |
| 10.35 | Performance Guarantee, dated as of July 11, 2006, by Cendant Corporation and Wyndham Worldwide Corporation in favor of Sierra Timeshare 2006-1 Receivables Funding, LLC, as issuer, Sierra Deposit Company, LLC, as Depositor, Wells Fargo Bank, National Association, as Trustee, and U.S. Bank, National Association, as Collateral Agent | |
| 21.1 | Subsidiaries of Wyndham Worldwide Corporation (†) | |
| 99.1 | Information Statement of Wyndham Worldwide Corporation, subject to completion, dated July 12, 2006 | |
| † | Previously filed. |
| * | Renamed Sierra Timeshare Conduit Receivables Funding, LLC. |
| ** | Renamed Wyndham Consumer Finance, Inc. |
| *** | Fairfield Acceptance Corporation—Nevada was previously renamed Cendant Timeshare Resort Group—Consumer Finance, Inc. and has since been renamed Wyndham Consumer Finance, Inc. |
| **** | Renamed Sierra Timeshare 2004-1 Receivables Funding, LLC. |
| ***** | Renamed Sierra Timeshare 2005-1 Receivables Funding, LLC. |
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