Trendwest Resorts Inc Sample Contracts

Trendwest Resorts Inc – PRESS RELEASE (June 6th, 2002)

Exhibit 99.1 PRESS RELEASE CENDANT COMPLETES ACQUISITION OF TRENDWEST RESORTS, INC. New York, NY 06-03-2002 -- Cendant Corporation (NYSE: CD) today announced that it has completed its previously announced acquisition of Trendwest Resorts, Inc. (Nasdaq: TWRI). Each outstanding share of Trendwest common stock has been converted into the right to receive 1.3074 shares of Cendant common stock. Within the next few days, Mellon Investor Services will mail to Trendwest shareholders materials to be used for such conversion. For additional information, holders of Trendwest common stock should contact Mellon Investor Services at (800) 777- 3674. Cendant Corporation is primarily a provider of travel and

Trendwest Resorts Inc – PRESS RELEASE (May 24th, 2002)

EXHIBIT 99.1 PRESS RELEASE Trendwest Resorts Exchange Ratio Determined Registration Statement Declared Effective New York, NY and Redmond, WA, May 24, 2002--Cendant Corporation (NYSE: CD) and Trendwest Resorts, Inc. (Nasdaq: TWRI) announced today that the merger exchange ratio for the acquisition of the remaining outstanding shares of Trendwest common stock has been set at 1.3074 shares of Cendant common stock for each share of Trendwest common stock. The closing of the merger is expected to occur on or about June 3, 2002. Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 70,000 employees, New York City-based Cendant provides these services to business and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web

Trendwest Resorts Inc – DIRECTOR INDEMNIFICATION AGREEMENT (April 1st, 2002)

EXHIBIT 10.36 DIRECTOR INDEMNIFICATION AGREEMENT Trendwest Resorts, Inc. This Director Indemnification Agreement ("Agreement") is made this ______ day of March, 2002 by and between Trendwest Resorts, Inc., an Oregon corporation (the "Corporation"), and ___________________________________ ("Director"). R E C I T A L S WHEREAS, Director is a member of the board of directors of the Corporation (the "Board of Directors"), and in that capacity is performing a valuable service for the Corporation; and WHEREAS, the Second Amended and Restated Articles of Incorporation provides for the indemnification of the officers and directors of the Corporation, and the Board of Directors previously authorized the Corporation's COO or CEO to enter into indemnification agreements with the directors of the Corporation; and WHEREAS, Chapter 60 of the Oregon Revised Statute (the "Statute") specifically provides that i

Trendwest Resorts Inc – SECOND AMENDMENT OF CREDIT AGREEMENT (April 1st, 2002)

EXHIBIT 10.8 SECOND AMENDMENT OF CREDIT AGREEMENT BETWEEN TRENDWEST RESORTS, INC., AND TRENDWEST SOUTH PACIFIC PTY. LTD., AS THE BORROWERS, THE LENDERS NAMED HEREIN, AS THE LENDERS, KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT FOR THE LENDERS AND AS LETTER OF CREDIT ISSUING LENDER, AND BANK ONE NA, AS SYNDICATION AGENT FOR THE LENDERS AND AS AUSTRALIAN LENDER AND FLEET NATIONAL BANK, AS DOCUMENTATION AGENT DATED AS OF MARCH 7, 2001

Trendwest Resorts Inc – FIRST AMENDMENT OF CREDIT AGREEMENT (April 1st, 2002)

Exhibit 10.9 FIRST AMENDMENT OF CREDIT AGREEMENT BETWEEN TRENDWEST RESORTS, INC., AND TRENDWEST SOUTH PACIFIC PTY. LTD., AS THE BORROWERS, THE LENDERS NAMED HEREIN, AS THE LENDERS, KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT FOR THE LENDERS AND AS LETTER OF CREDIT ISSUING LENDER, AND BANK ONE NA, AS SYNDICATION AGENT FOR THE LENDERS AND AS AUSTRALIAN LENDER DATED AS OF JANUARY 19, 2001 FIRST AMENDMENT OF CREDIT AGREEMENT This First Amendment of Credit Agreement (the "Amendment") is made and ente

Trendwest Resorts Inc – WORLDMARK MARKETING AGREEMENT (April 1st, 2002)

EXHIBIT 10.31 WORLDMARK MARKETING AGREEMENT (Eagle Crest, Inc. and Running Y Resort, Inc.) THIS WORLDMARK MARKETING AGREEMENT ("Agreement") is made and entered into as of this 4th day of May, 2001, by and among TRENDWEST RESORTS, INC., an Oregon corporation ("Trendwest"), EAGLE CREST, INC., an Oregon corporation ("Eagle Crest"), and RUNNING Y RESORT, INC., an Oregon corporation ("Running Y"). Eagle Crest and Running Y are collectively referred to as "Licensees." Trendwest and Licensees may be collectively referred to as the "Parties" or individually as the "Party." RECITALS A. Trendwest is the developer of WorldMark, The Club ("WorldMark") and is engaged in the sale of WorldMark Vacation Club Credits to members of the public who, upon purchasing WorldMark vacation club credits, become members of WorldMark, giving them the ability to use the WorldMark vacation club credits to stay at Wo

Trendwest Resorts Inc – STOCK OPTION AGREEMENT (April 1st, 2002)

EXHIBIT 99.1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 29, 2002 (this "Agreement"), between Cendant Corporation, a Delaware corporation ("Parent"), Tornado Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub") and Trendwest Resorts, Inc., an Oregon corporation (the "Company"). In addition to the terms defined elsewhere in this Agreement, capitalized terms used and not defined in this Agreement have the respective meanings ascribed to them in the Merger Agreement. WHEREAS, Parent, Merger Sub, Jeld-wen, Inc., an Oregon corporation ("Majority Shareholder"), and the Company, concurrently with the execution and delivery of this Agreement, will enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the "Merger Agreement"), providing for, among other things, the merger of Merger Sub with and into the Company (the "Me

Trendwest Resorts Inc – Exhibits and Schedules Exhibit I - Definitions Exhibit II - Principal Place of Business; Location(s) of Records; Federal Employer Identification Number Exhibit III - Account Numbers Exhibit IV - Form of Compliance Certificate Exhibit V - Credit and Collection Policy Exhibit VI - Form of Subordinated Note Exhibit VII - Form of Vacation Owner Agreement Exhibit VIII - Form of Sale Assignment Exhibit IX - Form(s) of Mortgage Note(s) Exhibit X - Form of FI Assignment Document (First Step) Exhibit XI - Form of FI Assignment Document (Second Step) Exhibit XII - Concord's Credit and Collection Policy (April 1st, 2002)

EXHIBIT 10.28 RECEIVABLES SALE AGREEMENT DATED AS OF SEPTEMBER 28, 2001 BETWEEN TRENDWEST RESORTS, INC. as Seller AND TW HOLDINGS III, INC. as Buyer

Trendwest Resorts Inc – iii INDEX OF DEFINED TERMS Acquisition Proposal................................ ...............................................67 Acquisition Proposal Interest ......................................................................67 Additional MountainStar Debt.......................................................................81 A ction.......................................................................... ...................22 Affiliate................................................ ..........................................78 Affiliate Agreement............................................ (April 1st, 2002)

EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CENDANT CORPORATION TORNADO ACQUISITION CORPORATION JELD-WEN, INC. and TRENDWEST RESORTS, INC. dated March 30, 2002

Trendwest Resorts Inc – ACQUISITION AGREEMENT (April 1st, 2002)

EXHIBIT 10.30 ACQUISITION AGREEMENT (Eagle Crest Vacation Club) This Acquisition Agreement ("Agreement") is made and entered into as of this 4th day of May, 2001, by and among EAGLE CREST, INC., an Oregon corporation ("Eagle Crest"), RUNNING Y RESORT, INC., an Oregon corporation ("RYR") and EAGLE CREST VACATION CLUB, a nonprofit Oregon corporation ("ECVC"), collectively referred to as the "Sellers"; and TRENDWEST RESORTS, INC., an Oregon corporation ("Trendwest") and WORLDMARK, THE CLUB, a California nonprofit mutual benefit corporation ("WorldMark"), collectively referred to as the "Buyers". For purposes of this Agreement, the Buyers and Sellers may collectively be referred to as the "Parties" or individually as the "Party". RECITALS A. As the developer of ECVC, Eagle Crest is engaged in the acquisition, development and management of ECVC timeshare vacation properties an

Trendwest Resorts Inc – TRENDWEST RESORTS AND RIDGE REACH AGREEMENT (September 26th, 2001)

Exhibit 99.1 TRENDWEST RESORTS AND RIDGE REACH AGREEMENT Roslyn, Wash. - September 25, 2001-- Trendwest Resorts, Inc. a Washington-based resort developer, and RIDGE, a local citizens group, today jointly announced that agreement has been reached settling a legal dispute over a Master Planned Resort (MPR) in Upper Kittitas County. Trendwest has been working on the planning and permitting for two separate developments, the 6,200 acre MPR under Washington State's Growth Management Act and a 1,200 acre urban services and residential area to be annexed into the City of Cle Elum, the Cle Elum Urban Growth Area (UGA). Kittitas County completed a three-year environmental review and impact statement on the MountainStar Resort and granted land use permits on October 10, 2000. RIDGE appealed the County's approvals to the Yakima County Superior Court and the Eastern Washington Growth Management Board. On May 28, 2001 the Superior Court upheld the Coun

Trendwest Resorts Inc – SECOND AMENDMENT OF CREDIT AGREEMENT (July 5th, 2001)

1 EXHIBIT 10.8 SECOND AMENDMENT OF CREDIT AGREEMENT BETWEEN TRENDWEST RESORTS, INC., AND TRENDWEST SOUTH PACIFIC PTY. LTD., AS THE BORROWERS, THE LENDERS NAMED HEREIN, AS THE LENDERS, KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT FOR THE LENDERS AND AS LETTER OF CREDIT ISSUING LENDER, AND BANK ONE NA, AS SYNDICATION AGENT FOR THE LENDERS AND AS AUSTRALIAN LENDER AND FLEET NATIONAL BANK, AS DOCUMENTAT

Trendwest Resorts Inc – FIRST AMENDMENT OF CREDIT AGREEMENT (July 5th, 2001)

1 Exhibit 10.9 FIRST AMENDMENT OF CREDIT AGREEMENT BETWEEN TRENDWEST RESORTS, INC., AND TRENDWEST SOUTH PACIFIC PTY. LTD., AS THE BORROWERS, THE LENDERS NAMED HEREIN, AS THE LENDERS, KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT FOR THE LENDERS AND AS LETTER OF CREDIT ISSUING LENDER, AND BANK ONE NA, AS SYNDICATION AGENT FOR THE LENDERS AND AS AUSTRALIAN LENDER DATED AS OF JANUARY 19, 2001 2 FIRST AMENDMENT OF CREDIT AGREEMENT

Trendwest Resorts Inc – SERVICING AGREEMENT (March 30th, 2001)

1 EXECUTION COPY ================================================================================ SERVICING AGREEMENT among TRI FUNDING IV, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer" or "Trendwest") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee ("Trustee") Dated as of November 1, 2000 ================================================================================ 2 TABLE OF CONTENTS SECTION HEADING PAGE

Trendwest Resorts Inc – RECEIVABLES PURCHASE AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.1 EXECUTION COPY ================================================================================ RECEIVABLES PURCHASE AGREEMENT among TRENDWEST RESORTS, INC. ("Trendwest") and TW HOLDINGS II, INC. ("TWH II") and TW HOLDINGS III, INC. ("TWH III") and TRI FUNDING IV, INC. (the "Issuer") Dated as of November 1, 2000 =========================================================

Trendwest Resorts Inc – INDENTURE (March 30th, 2001)

1 EXHIBIT 10.3 EXECUTION COPY ================================================================================ INDENTURE among TRI FUNDING IV, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION ("Trustee") Dated as of November 1, 2000 Providing for $33,150,000 7.44% Receivables-Backed Notes, Series 2000-1, Class A-1 $65,393,000 7.55% Receivables-Backed Notes, Series 2000-1, Class A-2

Trendwest Resorts Inc – CREDIT AGREEMENT (November 13th, 2000)

CREDIT AGREEMENT Between TRENDWEST RESORTS, INC., and TRENDWEST SOUTH PACIFIC PTY. LTD., as the Borrowers, THE LENDERS NAMED HEREIN, as the Lenders, KEYBANK NATIONAL ASSOCIATION, as Lead Arranger and Administrative Agent for the Lenders and as Letter of Credit Issuing Lender, and BANK ONE NA, as Syndication Agent for the Lenders and as Australian Lender Dated as of August 14, 2000 TABLE OF CONTENTS P

Trendwest Resorts Inc – TRENDWEST RESORTS ANNOUNCES AGREEMENT TO ACQUIRE (June 22nd, 2000)

FOR: TRENDWEST RESORTS, INC. APPROVED BY: Tim O'Neil, Chief Financial Officer (425) 498-2561 CONTACT: Morgan-Walke Associates, Inc. (Investor Relations) Jennifer Winter, John Swenson (415) 296-7383 (Media Relations) Catherine Farmer, Aeron Noe (415) 296-7383 (Wire Services) Eric Gonzales (212) 850-5600 FOR IMMEDIATE RELEASE --------------------- TRENDWEST RESORTS ANNOUNCES AGREEMENT TO ACQUIRE MOUNTAINSTAR RESORT FROM JELD-WEN REDMOND, Wash. - June 12, 2000 - Trendwest Resorts, Inc. (Nasdaq: TWRI) today announced that it has signed a definitive agreement with its majority shareholder JELD-WEN to acquire the JELD-WEN property located in Upper Kittitas County in Washington State. Part of the property being acquired by Trendwest is the 6,200 acre site for the proposed MountainStar Resort. The MountainStar Resort will become

Trendwest Resorts Inc – PROMISSORY NOTE (June 22nd, 2000)

Schedule 4.1 PROMISSORY NOTE $17,731,000.00 (U.S.) Klamath Falls, Oregon June 1, 2000 FOR VALUE RECEIVED, the undersigned promises to pay to the order of JELD-WEN, inc., an Oregon corporation, at its office at 3250 Lakeport Boulevard, Klamath Falls, OR 97601, or at such other place as the holder of this Note (hereinafter, "holder") may from time to time designate in writing, the sum of Seventeen Million Seven Hundred Thirty-One Thousand and No/100 Dollars ($17,731,000.00) in lawful money of the United States, with interest thereon from the date of this Note until paid at the rate set forth below, computed on monthly balances. Interest for each full calendar month during the term of this Note shall be calculated on the basis of a 360-day year and twelve 30-day months.

Trendwest Resorts Inc – STOCK PURCHASE AGREEMENT (June 22nd, 2000)

STOCK PURCHASE AGREEMENT THIS AGREEMENT, dated as of June 12, 2000 between JELD-WEN, inc., an Oregon corporation, (the "Seller"), Trendwest Resorts, Inc., an Oregon corporation (the "Buyer") and Trendwest Investments, Inc., a Washington corporation (the "Company"). WITNESSETH: WHEREAS, the Seller is the owner of all the issued and outstanding shares of capital stock of the Company (the "Stock"); and WHEREAS, Buyer desires to buy from the Seller and the Seller desires to sell to Buyer one hundred percent (100%) of the Stock upon the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as fol

Trendwest Resorts Inc – RECEIVABLES PURCHASE AGREEMENT (May 12th, 2000)

RECEIVABLES PURCHASE AGREEMENT dated as of January 7, 2000 Among TW HOLDINGS III, INC., as Seller, TRENDWEST RESORTS INC., as Servicer, SAGE SYSTEMS, INC., as Custodian, INTERNATIONAL SECURITIZATION CORPORATION, BANK ONE, NA (MAIN OFFICE CHICAGO), as Agent and BANK ONE, NA, as Paying Agent TABLE OF CONTENTS ARTICLE I PURCHASE ARRANGEMENTS................................................1 Section 1.1 Purchase Facility.......................................1 Section 1.2 Increases...............................................1 Section 1.3 Decreases...............................................2 Section 1.4 Payment Requirements............

Trendwest Resorts Inc – RECEIVABLES SALE AGREEMENT (May 12th, 2000)

RECEIVABLES SALE AGREEMENT DATED AS OF JANUARY 7, 2000 BETWEEN TRENDWEST RESORTS, INC. as Originator AND TW HOLDINGS III, INC. as Buyer TABLE OF CONTENTS Page ARTICLE I AMOUNTS AND TERMS OF THE PURCHASES..... .............................1 Section 1.1 Purchases of Receivables............................1 Section 1.2 Payment for the Purchases...........................3 Section 1.3 Adjustments for Dilutions...........................4 Section 1.4 Repurchase of Receivables...........................5 Section 1.5 Upgrade Contracts.........

Trendwest Resorts Inc – INDENTURE (November 12th, 1999)

Exhibit 10.45 INDENTURE among TRI FUNDING III, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION ("Trustee") Dated as of August 1, 1999 Providing for $26,000,000 6.695% Receivables-Backed Notes, Series 1999-1, Class A-1 $22,500,000 7.230% Receivables-Backed Notes, Series 1999-1, Class A-2 $55,904,000 7.560% Receivables-Backed Notes, Series 1999-1, Class A-3 $18,249,000 7.460% Receivables-Backed Notes, Series 1999-1, Class B $19,947,000 7.6

Trendwest Resorts Inc – RECEIVABLES PURCHASE AGREEMENT (November 12th, 1999)

EXHIBIT 10.44 RECEIVABLES PURCHASE AGREEMENT among TRI FUNDING II, INC. ("TRI II") and TRI FUNDING COMPANY I, L.L.C. ("TRI I") and TRENDWEST RESORTS, INC. ("Trendwest") and TW HOLDINGS, INC. ("TW HOLDINGS") and TW HOLDINGS II, INC. ("TW II") and TRI FUNDING III, INC. (the "Issuer") Dated as of Augu

Trendwest Resorts Inc – PURCHASE AGREEMENT (November 12th, 1999)

EXECUTION COPY TRI FUNDING III, INC. RECEIVABLES-BACKED NOTES, SERIES 1999-1 $26,000,000 6.695% CLASS A-1 NOTES $22,500,000 7.230% CLASS A-2 NOTES $55,904,000 7.560% CLASS A-3 NOTES $18,249,000 7.460% CLASS B NOTES $19,947,000 7.685% CLASS C NOTES $17,400,000 8.590% CLASS D NOTES PURCHASE AGREEMENT August 18, 1999 Prudential Securities Incorporated as the Initial Purchaser One New York Plaza New York, New York 10292 Ladies and Gentlemen: Section 1. Notes. TRI Funding III, Inc. (the "Issuer"), a wholly owned special purpose subsidiary of Trendwest Resorts, Inc. ("TWRI"), proposes to issue Receivables-Backed Notes, Series 1999-1, Class A

Trendwest Resorts Inc – SERVICING AGREEMENT (November 12th, 1999)

Exhibit 10.46 SERVICING AGREEMENT among TRI FUNDING III, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer" or "Trendwest") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee ("Trustee") Dated as of August 1, 1999 TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE 1 DEFINITIONS............................................................................2 Secti

Trendwest Resorts Inc – CREDIT AGREEMENT (August 10th, 1999)

CREDIT AGREEMENT TW HOLDINGS II, INC. (as Borrower), TRENDWEST RESORTS, INC. and PRUDENTIAL SECURITIES CREDIT CORPORATION (as Lender) Dated as of April 15, 1999 CREDIT AGREEMENT TABLE OF CONTENTS PAGE SECTION 1. COMMITMENT............................................................................................1 Section 1.1. Advances .................................................................................1 Section 1.2. Borrowings; Cl

Trendwest Resorts Inc – RECEIVABLE SALE AGREEMENT (August 10th, 1999)

RECEIVABLE SALE AGREEMENT between TRENDWEST RESORTS, INC., as Seller and TW HOLDINGS II, INC., as Purchaser Dated as of April 15, 1999 RECEIVABLE SALE AGREEMENT (the "Agreement"), dated as of April 15, 1999, by and between Trendwest Resorts, Inc., an Oregon corporation (the "Seller"), and its successors and permitted assigns and TW Holdings II, Inc., a Delaware corporation (the "Purchaser"), and its successors and assigns. W I T N E S S E T H: WHEREAS, the Purchaser has been formed as a qualifying special purpose entity for the purpose of acquiring Receivables from the Seller; and WHEREAS, from time to time, the Seller in

Trendwest Resorts Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (July 1st, 1999)

1 Exhibit 4.1 TRENDWEST RESORTS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN Trendwest Resorts, Inc. (the "Company") does hereby establish its 1999 Employee Stock Purchase Plan (the "Plan") as follows: 1. Purpose of the Plan. The Plan is intended to provide a method whereby eligible employees of the Company and its Subsidiaries will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of common stock of the Company. The Company believes that employee participation in the ownership of the Company is of benefit to both the employees and the Company. The Company intends to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. The provision of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner that is consistent with the requ

Trendwest Resorts Inc – 1997 Employee Stock Option Plan (July 1st, 1999)

1 Exhibit 4.2 TRENDWEST RESORTS, INC. 1997 Employee Stock Option Plan SECTION 1 Purpose. The purpose of the Trendwest Resorts, Inc. 1997 Employee Stock Option Plan (the "Plan") is to enable Trendwest Resorts, Inc. (the "Company") to attract and retain the services of people with training, experience and ability and to provide additional incentive to such persons by granting them an opportunity to participate in the ownership of the Company. SECTION 2 Stock Subject to Plan. The stock subject to this Plan shall be the Company's common stock, no par value per share (the "Common Stock"), presently authorized but unissued or subsequently acquired by the Company. Subject to adjustment as provided in Section 10, the aggregate amount of Common Stock reserved for issuance or delivery upon exercise of all options granted under this Plan shall not exc

Trendwest Resorts Inc – PURCHASE AGREEMENT (March 19th, 1999)

1 PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made this 13th day of October, 1998, by and between Trendwest Resorts, Inc. (hereinafter referred to as "Buyer") and R & R Vista, an Oregon partnership with R. L. Wendt and R. C. Wendt the two partners (hereinafter referred to as "Seller"), each of whom agrees: 1. DEFINED TERMS. As used in this Purchase Agreement, the following terms shall have the respective meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined): a. "Acquired Purchase Contracts" means the purchase contracts receivable of Seller which are described and listed in Exhibit A hereto, free and clear of all liens and encumbrances. b. "Assignment and Assumption Agreement" means the agreement to be executed by the Seller and Buyer at the Closing in the form of attached Exhibit B covering transfer of the Sell

Trendwest Resorts Inc – AMENDMENT TO (March 19th, 1999)

1 AMENDMENT TO NONEXCLUSIVE LIMITED ASSIGNMENT This Amendment is to the Nonexclusive Limited Assignment, dated September 20, 1996, between Trendwest Resorts, Inc., and Eagle Crest, Inc. who entered into the Nonexclusive Limited Assignment as Eagle Crest Partners, Ltd. This Amendment is made pursuant to Section 5.2 of the Nonexclusive Limited Assignment, which provides that "no supplement, modification or amendment of this Assignment shall be binding unless in a writing executed by each of the parties." Capitalized terms used, but not otherwise defined herein, shall have the same meanings assigned to such terms in the Nonexclusive Limited Assignment. Section 3.5 ("Trendwest Fee") of the Nonexclusive Limited Assignment is hereby deleted in its entirety, and replaced with the following: 3.5 Trendwest Fee. As its sole compensation for servicing promissory notes resulting from

Trendwest Resorts Inc – PURCHASE AGREEMENT (November 13th, 1998)

PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made this 22nd day of September, 1998, by and between Trendwest Resorts, Inc. (hereinafter referred to as "Buyer") and R & R Vista, an Oregon partnership with R. L. Wendt and R. C. Wendt the two partners (hereinafter referred to as "Seller"), each of whom agrees: 1. DEFINED TERMS. As used in this Purchase Agreement, the following terms shall have the respective meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined): a. "Acquired Purchase Contracts" means the purchase contracts receivable of Seller which are described and listed in Exhibit A hereto, free and clear of all liens and encumbrances. b. "Assignment and Assumption Agreement" means the agreement to be executed by the Seller and Buyer at the Closing in the form of attached Exhibit B cov

Trendwest Resorts Inc – INDENTURE (May 15th, 1998)

=============================================================================== INDENTURE among TRI FUNDING II, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer") and LASALLE NATIONAL BANK ("Trustee") Dated as of March 1, 1998 =============================================================================== TABLE OF CONTENTS SECTION DESCRIPTION PAGE Parties 1 Preliminary Statement.......................................................1 Granting Clause...........................................

Trendwest Resorts Inc – SERVICING AGREEMENT (May 15th, 1998)

=============================================================================== SERVICING AGREEMENT among TRI FUNDING II, INC. ("Issuer") and TRENDWEST RESORTS, INC. ("Servicer" or "Trendwest") and SAGE SYSTEMS, INC. ("Subservicer") and LASALLE NATIONAL BANK, as Trustee ("Trustee") Dated as of March 1, 1998 =============================================================================== TABLE OF