RECEIVABLES TRANSFER AGREEMENT

 EXECUTION COPY

                               TW HOLDINGS, INC.,

                                    as Seller

                                  SEAFIRST BANK
                      AND THE OTHER PURCHASERS NAMED HEREIN

                                 as Purchasers,

                                  SEAFIRST BANK

                                    as Agent,

                                       and

                            TRENDWEST RESORTS, INC.,

                               as Master Servicer

                         ------------------------------

                              AMENDMENT NUMBER ONE
                          DATED AS OF DECEMBER 30, 1997
                         TO SECOND AMENDED AND RESTATED
                         RECEIVABLES TRANSFER AGREEMENT
                            DATED AS OF JUNE 1, 1997
                         ------------------------------

         This  Amendment  Number  One  dated  as  of  December  30,  1997  (this
"Amendment") to Second Amended and Restated Receivables Transfer Agreement dated
as of June 1, 1997, (the  "Receivables  Transfer  Agreement"),  is made among TW
HOLDINGS,  INC., a Nevada  corporation (the "Seller"),  BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,  a national banking association doing business as
Seafirst Bank ("Seafirst"), and the other purchasers named herein (collectively,
the "Purchasers"),  SEAFIRST as agent for the Purchasers (in such capacity,  the
"Agent"), and TRENDWEST RESORTS, INC., an Oregon corporation ("TRENDWEST" or, in
its capacity as Master Servicer, the "Master Servicer").

                                    RECITALS

         WHEREAS, the Seller, the Purchasers, the Agent and TRENDWEST
executed the Receivables Transfer Agreement; and

         WHEREAS,   pursuant  to  Section  12.01  of  the  Receivables  Transfer
Agreement,  the Agent may,  upon the  instruction  of the  Required  Purchasers,
modify certain terms of the Receivables  Transfer  Agreement with the consent of
all Purchasers,  including the definition of the terms "Commitment Amount", "Pro
Rata Share", and "Purchasers"; and

         WHEREAS, Seafirst as one of the Purchasers has requested
that its Pro Rata Share be increased by $5,000,000; and

         WHEREAS, the parties to the Receivables Transfer Agreement,
have agreed to increase the Commitment Amount to $98,000,000; and

         WHEREAS, the parties desire to have the Seller transfer
additional Receivables to the Agent;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

         Section 1.01.  Effective  immediately,  the  definitions of "Commitment
Amount"  and "Pro Rata  Share"  set  forth in  Section  1.01 of the  Receivables
Transfer Agreement shall be amended to read in their entirety as follows:

         "Commitment Amount" means $98,000,000.

         "Pro Rata Share"  means for each  Purchaser  the  percentage  set forth
         opposite its name below:

4823363\3\00118.AMD/3.27.98
Seattle

Purchaser Pro Rata Share Seafirst Bank 25.51% First National Bank of Chicago 15.31% Societe Generale 15.31% The Bank of Tokyo-Mitsubishi, Ltd. 10.20% KeyBank National Association 10.20% Sanwa Bank California 10.20% First Security Bank of Idaho, N.A. 8.16% U.S. Bank National Association 5.10% Total 100.0%
Section 1.02. The Purchasers each hereby instruct the Agent to amend the Receivables Transfer Agreement as set forth above and further consent to such amendment. Section 1.03. This Amendment may be executed in counterpart signatures by the parties hereto, which, when taken together, shall constitute one binding instrument among the parties hereto. Section 1.04. The Seller, the Purchasers, the Agent and TRENDWEST hereby further ratify, confirm and approve all of the provisions of the Receivables Transfer Agreement and their applicability hereto. Except as expressly amended by the terms hereof, the terms of the Receivables Transfer Agreement shall remain in full force and effect. Section 1.05. The Seller hereby represents and warrants that (i) the respective representations and warranties made by the Seller in the Receivables Transfer Agreement are true and correct with the same force and effect as though made on and as of the date hereof and (ii) no Termination Event or Unmatured Termination Event has occurred and is continuing nor will occur as a result of amending the Receivables Transfer Agreement in the manner set forth above. Section 1.06. The Master Servicer hereby represents and warrants that (i) the respective representations and warranties made by the Master Servicer in the Receivables Transfer Agreement are true and correct with the same force and effect as though made on and as of the date hereof and (ii) no Termination Event or Unmatured Termination Event has occurred and is continuing nor will occur as a result of amending the Receivables Transfer Agreement in the manner set forth above. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Receivables Transfer Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by their officers duly authorized thereunto, as of the day and year first above written. TW HOLDINGS, INC., as Seller By ____________________________________ Name: _____________________________ Title: _____________________________ TRENDWEST RESORTS, INC., as Master Servicer By ____________________________________ Name: _____________________________ Title: _____________________________ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION doing business as SEAFIRST BANK, as Agent By ____________________________________ Name: _____________________________ Title: _____________________________ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION doing business as SEAFIRST BANK, as Purchaser By ____________________________________ Name: _____________________________ Title: _____________________________ FIRST NATIONAL BANK OF CHICAGO By ____________________________________ Name: _____________________________ Title: _____________________________ SOCIETE GENERALE By ____________________________________ Name: _____________________________ Title: _____________________________ THE BANK OF TOKYO-MITSUBISHI, LTD., as Purchaser By ____________________________________ Name: _____________________________ Title: _____________________________ KEYBANK NATIONAL ASSOCIATION By ____________________________________ Name: _____________________________ Title: _____________________________ SANWA BANK CALIFORNIA By ____________________________________ Name: _____________________________ Title: _____________________________ FIRST SECURITY BANK OF IDAHO, N.A. By ____________________________________ Name: _____________________________ Title: _____________________________ U.S. BANK NATIONAL ASSOCIATION By ____________________________________ Name: _____________________________ Title: _____________________________

Basic Info X:

Name: RECEIVABLES TRANSFER AGREEMENT
Type: Receivables Transfer Agreement
Date: March 31, 1998
Company: TRENDWEST RESORTS INC
State: Oregon

Other info:

Date:

  • December 30 , 1997
  • June 1 , 1997

Organization:

  • Restated Receivables Transfer Agreement
  • First National Bank of Chicago
  • Bank of Tokyo-Mitsubishi
  • Sanwa Bank California
  • First Security Bank of Idaho
  • U.S. Bank National Association
  • Unmatured Termination Event
  • KEYBANK NATIONAL ASSOCIATION

Location:

  • Nevada
  • Oregon
  • Seattle
  • Ltd.
  • AMERICA
  • CHICAGO
  • CALIFORNIA
  • IDAHO
  • U.S.

Money:

  • $ 5,000,000
  • $ 98,000,000

Percent:

  • 25.51 %
  • 15.31 %
  • 10.20 %
  • 8.16 %
  • 5.10 %
  • 100.0 %