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
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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.
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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: _____________________________
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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: _____________________________
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FIRST SECURITY BANK OF IDAHO, N.A.
By ____________________________________
Name: _____________________________
Title: _____________________________
U.S. BANK NATIONAL ASSOCIATION
By ____________________________________
Name: _____________________________
Title: _____________________________
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