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(1)

The maximum number of shares of Cendant common stock of Cendant Corporation that may be registered is based on the maximum number of shares to be issued in connection with the merger described in the attached prospectus.

(2)

Estimated solely for purposes of calculating the registration fee. Pursuant to paragraphs (c) and (f)(1) of Rule 457 under the Securities Act, the registration fee has been calculated based on the product of (i) $24.43, the average of the high and low sale prices of Trendwest Resorts, Inc. common stock on the Nasdaq National Market on April 26, 2002 and (ii) 5,458,362, representing the maximum number of shares of Trendwest Resorts, Inc. common stock outstanding on April 29, 2002 (including 1,864,100 shares of Trendwest Resorts, Inc. common stock issuable upon exercise of options outstanding and excluding 34,625,361 of Trendwest Resorts, Inc. common stock to be purchased by Tornado Acquisition Corporation, a subsidiary of registrant), which are to be cancelled in connection with the merger.

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the merger exchange ratio will be determined by dividing $24.00 by the average of the closing sales prices of CD Common Stock for the ten consecutive NYSE trading days ending on (and including) the second trading day immediately prior to (and excluding) the date that the registration statement relating to this prospectus became effective;

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in the event that this ten-day trailing “average Cendant merger trading price” is greater than $18.50, then the merger exchange ratio will equal 1.2973;

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in the event that the average Cendant merger trading price is anywhere between $16.15 and $18.50, then the merger exchange ratio will equal the quotient of $24.00 divided by the average Cendant merger trading price and will be between 1.2973 and 1.4861;

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in the event that the average Cendant merger trading price is less than $16.15 but greater than or equal to $13.50, then the merger exchange ratio will equal 1.4861; and

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in the event that the average Cendant merger trading price is less $13.50, then the exchange ratio will not be capped at 1.4861, but will equal the quotient of $20.062 divided by the average Cendant merger trading price.

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Investor Relations

Cendant Corporation

9 West 57th Street

New York, NY 10019

Telephone: (212) 413-1800

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Cendant’s Real Estate Services segment franchises the real estate brokerage businesses of the CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial® and ERA® brands; provides home buyers with mortgages through Cendant Mortgage Corporation; and assists in employee relocations through Cendant Mobility Services Corporation.

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Cendant’s Hospitality segment operates the Days Inn®, Ramada® (in the United States), Super 8 Motel®, Howard Johnson®, Wingate Inn®, Knights Inn®, Travelodge® (in North America), Villager Lodge® /Village Premier®/Hearthside by Villager and AmeriHost Inn® lodging franchise systems; facilitates the sale and exchange of vacation ownership intervals through Resort Condominiums International, LLC, Fairfield Resorts, Inc. and Equivest Finance, Inc. and markets vacation rental properties in Europe through Holiday Cottages and Cuendet.

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Cendant’s Travel Distribution segment provides global distribution and computer reservation services to airlines, hotels, car rental companies and other travel suppliers and provides our travel agent customers the ability to electronically access airline schedule and fare information, book reservations, and issue tickets through Galileo International; provides travel services through its Cendant Travel and Cheap Tickets travel agency businesses; and provides reservations processing, connectivity and information management services through WizCom.

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Cendant’s Vehicle Services segment operates and franchises its Avis® car rental business; provides fleet management and fuel card services to corporate clients and government agencies through PHH Arval and Wright Express and operates parking facilities in the United Kingdom through its National Car Parks subsidiary.

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Cendant’s Financial Services segment provides enhancement packages to financial institutions through FISI*Madison LLC; provides insurance-based products to consumers through Benefit Consultants, Inc.

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the merger exchange ratio will be determined by dividing $24.00 by the average Cendant merger trading price, so that if the average Cendant merger trading price is anywhere between $16.15 and $18.50, then the merger exchange ratio will equal the quotient of $24.00 divided by the average Cendant merger trading price and will be between 1.2973 and 1.4861;

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in the event that the average Cendant merger trading price is less than $16.15 but greater than or equal to $13.50, then the merger exchange ratio will equal 1.4861; and

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in the event that the average Cendant merger trading price is less $13.50, then the merger exchange ratio will equal the quotient of $20.062 divided by the average Cendant merger trading price.

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the registration statement in which this prospectus is included having become effective under the Securities Act of 1933, as amended, and no stop order or proceedings seeking a stop order having been entered by or pending before the Securities Exchange Commission;

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the shares of CD Common Stock having been approved for listing on the NYSE;

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no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction or other legal restraint or prohibition being in effect restraining or prohibiting the consummation of the merger; and

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at least a majority of the then outstanding shares of Trendwest common stock having been purchased by Merger Sub pursuant to the stock purchase agreement.

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absence of any legal prohibition to the merger; and

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absence of any change in law after the date of the stock purchase agreement that would prevent the stock purchase and the merger from qualifying as an integrated transaction that qualifies as a tax-fee

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the accuracy, as of the date of the stock purchase agreement and as of the stock purchase closing, of the representations and warranties made by Trendwest and JELD-WEN under the merger agreement and of the selling shareholders under the stock purchase agreement;

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the performance by Trendwest and JELD-WEN of their obligations set forth in the merger agreement and the performance by the selling shareholders of their obligations set forth in the stock purchase agreement;

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completion of the conditional MountainStar redemption;

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absence of any changes, developments, events or circumstances that would reasonably be expected to have a material adverse effect, in the short-term or in the long-term, on Trendwest or the Clubs;

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receipt of all consents and approvals required to complete the transactions contemplated by the stock purchase and merger agreements, including the approval of the Australian Foreign Investment Review Board, the approvals, consents or exemptions of various timeshare regulatory authorities, and consents under various leases, development contracts and other contracts listed in the stock purchase agreement; and no condition having been imposed by any governmental entity in connection with any regulatory approval being obtained from it, which requires Trendwest or its subsidiaries (including the Clubs) to be operated in a manner that is materially different from industry standards or that is different in any material respect from the manner in which Trendwest or its subsidiaries (including the Clubs) conducts its operations on the date of the stock purchase agreement; and

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receipt of certain title policies in respect of real estate owned by Trendwest and its subsidiaries.

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the accuracy, as of the date of the stock purchase agreement and as of the stock purchase closing, of the representations and warranties made by Cendant and Merger Sub under the merger agreement and the stock purchase agreement; and

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the performance by Cendant and Merger Sub of their obligations set forth in the merger agreement and in the stock purchase agreement.

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by mutual written consent of Cendant and Trendwest; or

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by either Cendant or Trendwest:

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if a governmental authority shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the merger; or

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if Cendant or JELD-WEN shall have terminated the stock purchase agreement (other than a termination in the case of violation of Trendwest of the non-solicitation provisions, a termination in the case where Trendwest shall have breached any of its representations, warranties, covenants or agreements in the merger agreement, or a termination in the case where the stock purchase is not

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by Cendant, if Cendant shall have terminated the stock purchase agreement in the case of:

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a change in the Trendwest board of directors’ approval or recommendation of the merger or any approval or recommendation by the Trendwest board of directors of another proposal to acquire all or part of Trendwest; or

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a breach by Trendwest of any of its representations, warranties, covenants or agreements in the merger agreement; or

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the failure by Trendwest to fulfill any of its covenants and agreements under the merger agreement and such failure contributed to the failure of the stock purchase to be consummated by July 15, 2002; or

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by Trendwest, if JELD-WEN shall have terminated the stock purchase agreement because the stock purchase average trading price was less than $13.50; or

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by Trendwest or Cendant, if JELD-WEN shall have terminated the stock purchase agreement in the case of breach by Cendant of any of its representations, warranties, covenants or agreements in the merger agreement.

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Consideration of the existing assets, financial condition, operations, management and historical earnings of Trendwest, and the board of directors’ judgment as to the nature and future prospects of Trendwest’s business and the future value of Trendwest;

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Trendwest’s limitations as a public company, including limited trading volume, lack of institutional sponsorship, limited public float and lack of research attention by market analysts;

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The opportunity for Trendwest’s shareholders to participate in a larger more diversified company with greater depth of management; and

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The solicitation process conducted by Banc of America Securities LLC, referred to in this prospectus as “Banc of America Securities” since 1999, and the board of directors’ belief that Trendwest was unlikely to receive a higher offer from another party.

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the acquisition will provide Cendant with a unique opportunity to expand the scope of its involvement in the vacation ownership and travel industries;

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the acquisition will provide Cendant with an opportunity to substantially broaden the range of Cendant’s vacation ownership offerings in one of the fastest growing segments of the travel industry;

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the acquisition will provide Cendant with an opportunity to substantially broaden the geographic scope of its timeshare businesses and will complement the timeshare businesses being operated by existing subsidiaries of Cendant; and

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Trendwest’s experienced senior managers average more than 30 years’ experience in the vacation ownership industry and have developed strong sales and marketing teams.

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the price of Trendwest common stock may decline to the extent that the current market price reflects a market assumption that the merger will be completed;

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costs related to the merger, such as legal, accounting and other fees, as well as a portion of the financial advisory fees, must be paid even if the merger is not completed;

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the diversion of management’s attention from the day-to-day business operations of Trendwest and the unavoidable disruption to its employees and its relationships with its customers and suppliers during the period before completion of the merger may make it difficult to regain financial and market position if the acquisition of Trendwest by means of the stock purchase and the merger does not occur; and

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if the merger is terminated and JELD-WEN and Trendwest’s board of directors determine to seek another merger or business combination, there can be no assurance that it will be able to find a partner on terms similar to those provided for in this merger agreement. In addition, while the merger agreement is in effect, JELD-WEN and Trendwest are prohibited from entering into certain extraordinary transactions, such as a merger, sale of stock, sale of assets or other business combination, with any third party and, subject to very narrowly defined exceptions, from soliciting, initiating, encouraging proposals for any such transaction.

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“Questions and Answers About the Merger;”

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“Summary;”

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“The Merger.”

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the impacts of the September 11, 2001 terrorist attacks on New York City and Washington D.C. on the travel industry in general, and Cendant’s travel businesses in particular, are not fully known at this time, but are expected to include negative impacts on financial results due to reduced demand for travel in the near term; other attacks, acts of war, or measures taken by governments in response thereto may negatively affect the travel industry, Cendant’s financial results and could also result in a disruption in Cendant’s business;

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the effect of economic conditions and interest rate changes on the economy on a national, regional or international basis and the impact thereof on Cendant’s businesses;

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the effects of a decline in travel, due to political instability, adverse economic conditions or otherwise, on Cendant’s travel related business;

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the effects of changes in current interest rates, particularly on Cendant’s real estate franchise and mortgage businesses;

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the resolution or outcome of Cendant’s unresolved pending litigation relating to the previously announced accounting irregularities and other related litigation;

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Cendant’s ability to develop and implement operational, technological and financial systems to manage growing operations and to achieve enhanced earnings or effect cost savings;

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competition in Cendant’s existing and potential future lines of business and the financial resources of, and products available to, competitors;

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failure to reduce quickly Cendant’s substantial technology costs in response to a reduction in revenue, particularly in Cendant’s computer reservations and global distribution systems businesses;

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Cendant’s failure to provide fully integrated disaster recovery technology solutions in the event of a disaster;

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Cendant’s ability to integrate and operate successfully acquired and merged businesses and risks associated with such businesses, including the acquisitions of Galileo International Inc. and Cheap

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Cendant’s ability to obtain financing on acceptable terms to finance our growth strategy and to operate within the limitations imposed by financing arrangements and to maintain its credit ratings;

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competitive and pricing pressures in the vacation ownership and travel industries, including the car rental industry;

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changes in the vehicle manufacturer repurchase arrangements in Cendant’s Avis car rental business in the event that used vehicle values decrease;

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and changes in laws and regulations, including changes in accounting standards and privacy policy regulation.

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(1)

Historical book value per share for Cendant and Trendwest is computed by dividing total shareholders’ equity by the number of shares outstanding at the end of each period.

(2)

Assumes an average Cendant trading price of $16.15 per share.

(3)

Assumes an average Cendant trading price of $17.325 per share.

(4)

Assumes an average Cendant trading price of $18.50 per share.

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(1)

Income (loss) from discontinued operations, net of tax includes the after tax results of discontinued operations and the gain on disposal of discontinued operations.

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consideration of the existing assets, financial condition, operations, management and historical earnings of Trendwest, and the special committee’s judgment as to the nature and future prospects of Trendwest’s business and the future value of Trendwest;

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Trendwest’s limitations as a public company, including limited trading volume, lack of institutional sponsorship, limited public float and lack of research attention by market analysts;

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the opportunity for Trendwest’s shareholders to participate in a larger and more diversified company with greater depth of management;

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the committee’s familiarity with the solicitation process conducted by Banc of America Securities since 1999, and the committee’s belief that Trendwest was unlikely to receive a higher offer from another party;

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extensive arm’s length negotiations between Trendwest and Cendant that resulted in Cendant increasing its per share offer price over its earlier proposals;

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the presentation of Houlihan Lokey to the special committee on March 28, 2002 and their opinion dated March 28, 2002 that based on the assumptions made, matters considered and limitations on the review described in their written opinion, the consideration to be received in the transaction (i) is fair from a financial point of view to the shareholders (other than JELD-WEN and the other shareholders selling pursuant to the stock purchase agreement) and (ii) is not less than the financial consideration to be received by JELD-WEN or the JELD-WEN affiliates in connection with the transaction;

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the fact that the consideration to be received by the shareholders will not be less than the consideration received by JELD-WEN and that under certain circumstances the consideration to be received by the shareholders will be more than the consideration received by JELD-WEN;

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the review of various information with respect to the fairness from a financial point of view of Trendwest’s proposed sale of MountainStar to JELD-WEN in partial redemption of JELD-WEN’s

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consideration of the terms and conditions of the transaction documents;

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the tax-free nature of the transaction to Trendwest shareholders; and

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the anticipated continued employment of most Trendwest employees.

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the fact that following the merger, Trendwest’s shareholders will no longer be able to participate in the potential growth of Trendwest except as part of Cendant;

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the fact that the merger agreement prohibits Trendwest from soliciting or entering into a transaction with a third party to acquire Trendwest, except in limited circumstances, and that, even in such circumstances, Trendwest may not terminate the merger agreement;

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the consideration to be received by Trendwest shareholders represented a potential discount to the price of Trendwest common stock prior to the announcement of the transaction depending upon the value of CD common stock measured as of the date of completion of the merger; and

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certain risks associated with Cendant and the merger, including those described under “Risk Factors.”

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the recommendation of the special committee of the Trendwest board of directors to approve the acquisition by Cendant of the shares held by the public shareholders of Trendwest on the terms provided in the merger agreement, having evaluated the transactions contemplated by the stock purchase agreement, the merger agreement and the stock option agreement;

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the presentation by Banc of America Securities and its opinion dated as of March 28, 2002, that, as of such date and based upon and subject to the various assumptions described in its written opinion, the exchange ratio formula set forth in the merger agreement used to determine the number of shares of CD Common Stock to be issued per share of Trendwest common stock in the merger was fair, from a financial point of view, to Trendwest shareholders other than JELD-WEN and the other shareholders selling pursuant to the stock purchase agreement;

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the due diligence review of Cendant performed by Trendwest management and its advisors; and

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the board’s consideration of other strategic alternatives available to Trendwest.

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that Trendwest is one of the largest independent timeshare and fractional interest ownership operators in the United States, having sold timeshare interests to more than 150,000 customers;

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Trendwest’s financial performance and position and Cendant’s management’s view as to the financial condition, results of operations and business of Trendwest before and after giving effect to the merger;

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that Cendant expects the acquisition of Trendwest to be accretive to Cendant’ earnings;

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that the acquisition will provide Cendant with an opportunity to substantially broaden the range of Cendant’s vacation ownership offerings;

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that the acquisition will provide Cendant with an opportunity to substantially broaden the geographic scope of its timeshare businesses, and provide an excellent opportunity to expand in the South Pacific market;

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that the acquisition will continue Cendant’s growth in one of the fastest growing segments of the travel industry;

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that the acquisition will complement the geographic reach and the sales and marketing functions of the timeshare businesses being operated by existing subsidiaries of Cendant;

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that WorldMark, together with WorldMark South Pacific Club is one of the largest points-based clubs in the vacation ownership industry and will complement the existing points-based programs being operated by various Cendant subsidiaries;

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that Trendwest has experienced senior managers who average more than 30 years’ experience each in the vacation ownership industry and have developed strong sales and marketing teams;

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the fact that the consideration being paid pursuant to the stock purchase and the merger is being paid in CD Common Stock;

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the terms and conditions of each of the stock purchase agreement and the merger agreement, including the fact that the stock purchase agreement enables Cendant to assume control of Trendwest in an expeditious manner;

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in light of Cendant’s unwillingness to acquire Trendwest while it owns or has any obligations to develop the currently undeveloped property known as MountainStar, JELD-WEN’s agreement to acquire MountainStar from Trendwest at net book value pursuant to the MountainStar Redemption, and JELD-WEN’s additional agreement to allow Trendwest or Cendant during a limited period following the

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JELD-WEN’s agreement not to compete in the timeshare business with Cendant for five years; and

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JELD-WEN’s agreement to indemnify Cendant against damages in respect of a number of potential liabilities and matters relating to the acquisition of Trendwest.

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reviewed certain publicly available financial statements and other business and financial information of Trendwest and Cendant, respectively;

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reviewed certain internal financial statements and other financial and operating data concerning Trendwest and Cendant, respectively;

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analyzed certain financial forecasts prepared by the management of Trendwest and certain publicly available financial forecasts of Cendant;

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discussed the past and current operations, financial condition and prospects of Trendwest with senior executives of Trendwest and discussed the past and current operations, financial condition and prospects of Cendant with senior executives of Cendant;

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reviewed and discussed with senior executives of Trendwest information relating to certain strategic, financial and operational benefits anticipated from the merger;

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reviewed the pro forma impact of the merger on Cendant’s earnings per share;

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reviewed and considered information relating to the relative contributions of Trendwest and Cendant to the combined company;

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reviewed the reported prices and trading activity for Trendwest’s common stock and Cendant’s common stock;

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reviewed the financial performance of Trendwest and Cendant and the prices and trading activity of Trendwest’s common stock and Cendant’s common stock and, with respect to Trendwest and Trendwest’s common stock, compared such information with that of certain other publicly traded companies Banc of America Securities deemed relevant;

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compared certain financial terms to financial terms, to the extent publicly available, of certain other business combination transactions Banc of America Securities deemed relevant;

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participated in discussions and negotiations among representatives of Trendwest and Cendant and their financial and legal advisors;

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reviewed the March 27, 2002 draft of the merger agreement and certain related documents, including the March 27, 2002 draft of the stock purchase agreement;

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reviewed the valuation report, dated as of March 26, 2002, prepared by Economic Research Associates relating to MountainStar, a development project of Trendwest; and

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performed such other analyses and considered such other factors as Banc of America Securities deemed appropriate.

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with respect to the financial forecasts of Trendwest prepared by the management of Trendwest, that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the future financial performance of Trendwest;

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with respect to the publicly available financial forecasts of Cendant that the management of Cendant reviewed, and as advised by Cendant, that such forecasts represent reasonable estimates and judgments as to the future financial performance of Cendant;

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as informed by Trendwest, that the merger will be treated as a tax-free reorganization for federal income tax purposes;

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that the terms and conditions of the merger and the related transactions set forth in the final forms of the merger agreement and the stock purchase agreement would not differ in any material respects from the terms set forth in the drafts of the merger agreement and stock purchase agreement reviewed by Banc of America Securities; and

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that the merger will be consummated as provided in the merger agreement, with full satisfaction of all covenants and conditions and without waiver of such covenants and conditions.

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Vacation Ownership

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Leisure Oriented Lodging

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Travel

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Cruise Lines/Ski Resort Owners/Operators

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Consumer Finance

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met with certain members of the senior management of Trendwest to discuss the operations, financial condition, future prospects, projected operations and performance of Trendwest, MountainStar, and the pending transactions;

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held discussions with Banc of America Securities, Trendwest’s financial advisors, to discuss the process and evolution, as well as the structure and consideration, of the transactions;

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reviewed Trendwest’s Form 10-K for the fiscal year ended December 31, 2000, Form 10-Q for the three quarters ended September 30, 2001, and a draft of Trendwest’s Form 10-K for the year ended December 31, 2001, which Trendwest’s management has identified as containing the most current Company financial statements available;

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reviewed various projections of Trendwest’s financial performance for the fiscal years ended December 31, 2002 through 2006 prepared by Trendwest’s management;

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reviewed various projections of MountainStar’s financial performance for the fiscal years ended December 31, 2002 through 2015 prepared by Trendwest’s management which are referred to in this prospectus as the “MountainStar projections”;

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reviewed various memoranda regarding management’s exit strategies for MountainStar;

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reviewed the historical market prices and trading volume for Trendwest’s publicly traded securities and other publicly available information regarding Trendwest;

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reviewed certain publicly available financial data for certain companies that we deemed comparable to Trendwest;

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reviewed drafts of certain documents relating to the transactions, including the Merger Agreement dated March 27, 2002, the Stock Purchase Agreement dated March 27, 2002, and other related agreements; and

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conducted such other studies, analyses and inquiries as Houlihan Lokey deemed appropriate.

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certain U.S. expatriates;

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Trendwest shareholders who hold Trendwest common stock as part of a straddle, appreciated financial position, hedge, conversion transaction or other integrated investment;

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Trendwest shareholders whose functional currency is not the United States dollar;

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Trendwest shareholders who acquired Trendwest common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

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foreign persons and entities;

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financial institutions;

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insurance companies;

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tax-exempt entities;

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dealers in securities; and

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traders in securities that mark-to-market.

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a holder of Trendwest common stock will not recognize gain or loss upon the receipt of CD Common Stock in exchange for Trendwest common stock in the merger, except with respect to cash received instead of a fractional share of CD Common Stock;

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the aggregate tax basis of the shares of CD Common Stock received by a Trendwest shareholder in exchange for Trendwest common stock pursuant to the merger will be the same as the aggregate tax basis of such shareholder’s Trendwest common stock surrendered in exchange for such CD Common Stock (reduced by the amount of basis allocable to any fractional share of CD Common Stock for which cash is received);

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the holding period of the shares of CD Common Stock received by a Trendwest shareholder in the merger will include the holding period of the Trendwest shareholder’s Trendwest common stock surrendered in the merger; and

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a cash payment received by a Trendwest shareholder for a fractional share of CD Common Stock will be treated as if such fractional share had been issued in connection with the merger and then redeemed by Cendant for such cash payment; a Trendwest shareholder generally will recognize capital gain or loss with respect to such cash payment based on the difference between the amount of the cash received instead of such fractional share and such shareholder’s tax basis in such fractional share.

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a holder of Trendwest common stock who exchanged Trendwest common stock for CD Common Stock in the merger would recognize aggregate capital gain or loss in an amount equal to the difference between (1) the fair market value of the CD Common Stock received in the merger (including any cash received instead of a fractional share of CD Common Stock) and (2) the holder’s aggregate tax basis in such shares of Trendwest common stock;

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the capital gain or loss recognized by a holder of Trendwest common stock would be long-term capital gain or loss if the holder had held the shares of Trendwest common stock for more than one year on the effective date of the merger;

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a holder of Trendwest common stock would have an aggregate tax basis in the CD Common Stock received pursuant to the merger equal to the fair market value of such CD Common Stock; and

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the holding period for CD Common Stock received by a holder of Trendwest common stock would commence on the day following the effective time of the merger.

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the requirement under the merger agreement that JELD-WEN and Trendwest effect the MountainStar redemption, pursuant to which the MountainStar development project will be transferred, prior to the closing of the stock purchase, to JELD-WEN in exchange for shares of Trendwest common stock;

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the effect of the merger on employment agreements for certain executive officers, including the availability of termination payments;

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the accelerated vesting of all stock options held by all Trendwest employees, including officers; and

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the indemnification of, and provision of director and officer liability insurance for the directors and officers of Trendwest.

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the merger exchange ratio will be determined by dividing $24.00 by the average Cendant merger trading price, so that if the average Cendant merger trading price is anywhere in between $16.15 and $18.50, then the exchange ratio will be between 1.2973 and 1.4861;

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In the event that the average Cendant merger trading price is less than $16.15 but greater than or equal to $13.50, then the merger exchange ratio will equal 1.4861; and

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in the event that the average Cendant merger trading price is less $13.50, then the exchange ratio will equal the quotient of $20.062 divided by the average Cendant merger trading price.

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that the board of directors of Trendwest:

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determined that the merger agreement, the stock option agreement, the merger and the other transactions contemplated by those agreements, are advisable and fair to and in the best interests of the shareholders of Trendwest,

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duly and validly approved and took all corporate action required to be taken to authorize the merger agreement, the stock option agreement and the consummation of the merger and the other transactions contemplated by those agreements,

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unanimously resolved to recommend that the shareholders of Trendwest approve the merger agreement, the stock option agreement, the merger and the other transactions contemplated by those agreements if a meeting of the Trendwest shareholders is required to be held in accordance with applicable law in order to approve the merger, and

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duly and validly amended Trendwest’s bylaws to provide that Trendwest, Cendant, Merger Sub, the merger agreement, the stock option agreement, the stock purchase agreement and the transactions contemplated by those agreements are not subject to the State of Oregon’s “control share statute,” Sections 60.801 through 60.810 of the Oregon Revised Statutes and approved the foregoing for purposes of the State of Oregon’s “business combination statute,” Section 60.825 through 60.845;

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the receipt by Trendwest of the written opinion of its financial advisor, Banc of America Securities, that the exchange ratio formula set forth in the merger agreement used to determine the number of shares to be received in the merger by the holders of Trendwest common stock in the merger, other than JELD-WEN and the other shareholders selling their common stock under the stock purchase agreement, is fair to such holders of Trendwest common stock from a financial point of view;

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the receipt by the special committee of the board of directors of the written opinion of its financial advisor, Houlihan Lokey Howard & Zukin, dated March 28, 2002, that the consideration to be received by the holders of Trendwest common stock in the merger, other than JELD-WEN and certain JELD-WEN affiliates, is fair to such holders of Trendwest common stock from a financial point of view;

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the absence of conflicts, violations, breaches, defaults, creation of liens or consents of, or on, organizational documents, properties, loans, leases, contracts or other agreements of Trendwest;

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Trendwest’s capital structure;

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the compliance of documents filed with the SEC and the Australian Securities Investment Commission since December 31, 1998 and the accuracy of financial statements included in those documents;

•

the compliance with generally accepted accounting principles for Trendwest, its subsidiaries (including unconsolidated subsidiaries) and the Clubs;

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Trendwest’s, its subsidiaries’ and the Clubs’ compliance with or its absence of liability under certain tax, labor, employee benefit and environmental laws and matters;

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the absence of any “material adverse effect” with respect to Trendwest and its subsidiaries or the Clubs since December 31, 2001;

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the conduct of Trendwest’s and its subsidiaries’ business in all material respects only in the ordinary course of business since December 31, 2001;

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the existence of any undisclosed liabilities of Trendwest, its subsidiaries and the Clubs;

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the absence of pending or threatened litigation against or involving Trendwest, its subsidiaries or the Clubs;

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Trendwest’s, its subsidiaries’ and the Clubs’ title to owned real property and rights in leased real property;

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the validity and binding nature of any material contract and the absence of any default under those contracts;

•

industry specific representations and warranties with respect to vacation ownership interests and the laws regulating them, timeshare registrations, debt instruments, resorts, homeowner and condominium associations, vacation credits and the Clubs;

•

Trendwest’s disclosure of any affiliated transactions; and

•

the clubs’ operation in accordance with its governing documents.

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•

to have a materially adverse effect, either in the short term or in the long term, on the business, results of operations, assets, liabilities or condition (financial or otherwise) of Trendwest and its subsidiaries (including for such purposes the clubs), taken as a whole,

•

to impair in any material respect the ability of Trendwest to perform its obligations under the merger agreement or the stock option agreement, or

•

to have a materially adverse effect on or prevent or materially delay the consummation of any of the transactions contemplated by the merger agreement, the stock purchase agreement and the stock option agreement.

•

changes in the United States economy generally which do not disproportionately affect Trendwest in any material respect or

•

changes in the timeshare industry generally which do not disproportionately affect Trendwest in any material respect.

•

conduct its operations in the ordinary course of business consistent with past practice; and

•

use its reasonable best efforts to preserve its present business organization intact and maintain satisfactory relations with customers, employees, contractors, regulators and others having business dealings with it.

•

except for borrowing under certain material contracts and additional borrowings less than $15 million from a recognized financial institution not involving the financing of its sale of vacation credits, assume,

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•

not to issue, sell, grant pursuant to any employee benefit plan, pledge, encumber, subject to certain liens or dispose of, split, combine or reclassify or redeem, purchase or otherwise acquire any shares in Trendwest or any of its subsidiaries or effect any change in the issued and outstanding capitalization of Trendwest or any of its subsidiaries, except for shares of Trendwest common stock issued prior to the closing of the merger upon the exercise of employee options outstanding on the date of the merger agreement or in the ordinary course of business pursuant to rights granted under the employee stock purchase plan;

•

not declare, set aside or pay any dividend or make any distribution of any assets to any of its shareholders, or discharge or cancel any indebtedness, other than the MountainStar redemption as described below;

•

not sell, lease, encumber or otherwise dispose of any of its assets, except for sales to consumers of vacation credits in the ordinary course of business consistent with past practice, dispositions of tangible personal property in the ordinary course of business consistent with past practice and the disposition of MountainStar;

•

not enter into any contract for the purchase or lease of any assets or make any capital expenditures or commitments involving the expenditure of more than $500,000, merge or consolidate with, purchase all or any substantial part of the assets of, or otherwise acquire any other entity, or enter into any contract obligating Trendwest to spend more than $100,000, on a one time or annual basis, that is not terminable without cost upon sixty days’ notice other than certain marketing contracts;

•

not make any change in the compensation or benefits payable or to become payable to any of its officers, directors, employees, agents or consultants, other than increases in wages to employees who are not directors, officers or affiliates, in the ordinary course of business consistent with past practice, not exceeding $10,000 each year for any individual employee, agent or consultant and $250,000 each year in the aggregate, or to persons providing management services;

•

not permit any insurance policy obtained for the purpose of protecting and insuring against any material loss or exposure and naming it or one of its subsidiaries as a beneficiary or a loss payee to be cancelled or terminated without notice to Cendant;

•

take any action to change accounting policies procedures or practices, except as required by a change in GAAP, SEC position or applicable law;

•

not settle or compromise any tax liability, agree to any adjustment of any tax attribute, make or change any election with respect to taxes, surrender any right to claim a refund of taxes, consent to any extension or waiver of the statute of limitation period applicable to any taxes, tax returns or tax claims, file any amended tax return, or enter into any closing agreement;

•

not pay, discharge or satisfy any claims or liabilities, whether absolute, accrued or unaccrued, contingent, determined, determinable or otherwise, other than in the ordinary course of business consistent with past practice or in an amount not exceeding any reserve established in respect of such claim in the balance sheet of Trendwest;

•

not enter into any agreement containing any provision or covenant limiting in any respect its ability to engage in its business or compete anywhere in the world;

•

except in accordance with previous construction contracts and applicable laws or in the ordinary course of business consistent with past practice, not take any actions with respect to the development of the real property which Trendwest or any of its subsidiaries owns; and

•

not approve or request changes to those previous construction contracts that result in a change which violates a governmental requirement or lease, would reasonably be expected to reduce the overall scope,

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initiate, solicit or encourage or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to an acquisition proposal,

•

enter into any agreement regarding an acquisition proposal,

•

participate in negotiations or discussions with, or provide any information or data to, any person, other than Cendant, Merger Sub or any of their respective affiliates or representatives, regarding any acquisition proposal, or

•

make or authorize any statement, recommendation or solicitation in support of any acquisition proposal, or otherwise encourage any effort or attempt by any person to do or seek any of the foregoing.

•

may furnish information concerning its business, properties or assets to any person pursuant to a customary confidentiality agreement with terms no less favorable to Trendwest than those contained in the confidentiality agreements with Cendant; and

•

may negotiate and participate in discussions and negotiations with such person concerning an acquisition proposal.

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withdraw or modify, or propose to withdraw or modify, in a manner adverse to Cendant or to Merger Sub, the approval or recommendation by the Trendwest board of directors or any such committee of the merger agreement, the merger or take any action or make any statement inconsistent with such approval;

•

approve or recommend, or propose to approve or recommend, any acquisition proposal; or

•

enter into any letter of intent, agreement in principle or agreement with respect to any acquisition proposal.

•

Trendwest or Trendwest’s board of directors from taking and disclosing to Trendwest’s shareholders a position contemplated by Rule 14e–2 promulgated under the Securities Exchange Act of 1934, as amended; or

•

from making any disclosure if, in the good faith judgment of the Trendwest board of directors, after consultation with outside counsel, failure to do so would be inconsistent with the board’s fiduciary duties to Trendwest’s shareholders under applicable law.

•

which is for all, but not less than all, of the issued and outstanding shares of Trendwest common stock or one hundred percent of the consolidated assets of Trendwest and

•

which the Trendwest board of directors determines in good faith, after consultation with a nationally recognized investment banking firm, is:

•

superior to Trendwest’s shareholders from a financial point of view and, taking into account relevant legal, financial and regulatory aspects of the proposal, the identity of the third party making such proposal, and the conditions for completion of such proposal, a more favorable transaction than the merger; and

•

reasonably likely to be completed.

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any tender or exchange offer involving Trendwest or any of its subsidiaries,

•

any proposal for a merger, consolidation or other business combination involving Trendwest or any of its subsidiaries,

•

any proposal or offer to acquire in any manner an interest in excess of fifteen percent of the outstanding equity securities, or a substantial portion of the business or assets of, Trendwest or any of its subsidiaries, other than assets or inventory in the ordinary course of business or assets held for sale,

•

any proposal or offer with respect to any recapitalization or restructuring with respect to Trendwest or any of its subsidiaries, or

•

any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to Trendwest or any of its subsidiaries other than pursuant to the transactions contemplated by the merger agreement and the stock purchase agreement.

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the amount reflected as total assets on a particular MountainStar balance sheet as of the date of the redemption,

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plus the amount of any transfer taxes that may be payable in connection with the transfer,

•

minus the amount of certain outstanding debt and certain liabilities as of the date of the redemption.

•

certain tax-related matters;

•

any breach by JELD-WEN of any of its covenants or obligations contained in the merger agreement;

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until March 30, 2004, any and all damages incurred by Cendant or the surviving company or any of their respective subsidiaries arising under or relating to:

•

any employee benefit plan sponsored or maintained by JELD-WEN or any of its subsidiaries other than Trendwest and its subsidiaries other than damages arising under certain employee benefit plans that are extended to employees of Trendwest by JELD-WEN; or

•

the participation of any employee, officer or director of Trendwest or any of its subsidiaries, including for these purposes the clubs, prior to the stock purchase in any of those employee benefit plans;

•

until March 30, 2005, certain environmental matters;

•

under certain circumstances, claims relating to the MountainStar development; and

•

certain litigation matters.

•

if required by applicable law, approval of the merger by the shareholders of Trendwest;

•

the registration statement under this prospectus having become effective under the Securities Act and no stop order or proceedings seeking a stop order having been entered by or pending before the SEC;

•

the shares of CD Common Stock having been approved for listing on the NYSE;

•

no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction or other legal restraint or prohibition being in effect restraining or prohibiting the consummation of the merger; and

•

at least a majority of the then outstanding shares of Trendwest common stock having been purchased by Merger Sub pursuant to the stock purchase agreement. Completion of the stock purchase is subject, in turn, to the satisfaction of other conditions described below under “Stock Purchase Agreement.”

•

by mutual written consent of Cendant and the Company;

•

by either Cendant or Trendwest:

•

if a governmental authority shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the merger; or

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if Cendant or JELD-WEN shall have terminated the stock purchase agreement (other than a termination in the case of violation of Trendwest of the non-solicitation provisions, a termination in the case where Trendwest shall have breached any of its representations, warranties, covenants or agreements in the merger agreement, or a termination in the case where the stock purchase is not consummated on or prior to July 15, 2002 if there has been a failure by Trendwest to fulfill any of its covenants or agreements and such failure contributed to the failure of the stock purchase to be consummated by July 15, 2002); or

•

by Cendant, if Cendant shall have terminated the stock purchase agreement in the case of:

•

a change in the Trendwest board of directors’ approval or recommendation of the merger or any approval or recommendation by the Trendwest board of directors of another proposal to acquire all or part of Trendwest; or

•

a breach by Trendwest of any of its representations, warranties, covenants or agreements in the merger agreement; or

•

the failure by Trendwest to fulfill any of its covenants and agreements under the merger agreement and such failure contributed to the failure of the stock purchase to be consummated by July 15, 2002; or

•

by Trendwest, if JELD-WEN shall have terminated the stock purchase agreement because the stock purchase average trading price was less than $13.50; or

•

by Trendwest or Cendant, if JELD-WEN shall have terminated the stock purchase agreement in the case of breach by Cendant of any of its representations, warranties, covenants or agreements in the merger agreement.

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in the event the ratio calculated is greater than 1.4861, then the exchange ratio will be 1.4861.

•

in the event the ratio calculated is less than 1.2973, then the exchange ratio will be 1.2973.

•

in the event that the exchange ratio determined for purposes of establishing the merger consideration is not the JELD-WEN exchange ratio, then the sellers under the stock purchase agreement, other than JELD-WEN, will receive, pursuant to the stock purchase agreement, at the time of the closing of the merger, an additional number of shares of CD Common Stock equal to the product of:

•

the exchange ratio determined for purposes of establishing the merger consideration minus the majority shareholder exchange ratio, and

•

the number of shares that that seller is selling.

•

In the event that the exchange ratio determined for purposes of establishing the merger consideration is the quotient of $20.062 divided by the average Cendant merger trading price, then the sellers under the stock purchase agreement, other than JELD-WEN, will receive, pursuant to the stock purchase agreement, at the time of the closing of the merger, an additional number of shares of CD Common Stock equal to the product of:

•

the exchange ratio determined for purposes of establishing the merger consideration minus the majority shareholder exchange ratio, and

•

the number of shares that that seller is selling.

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no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction or other legal restraint or prohibition will be in effect restraining or prohibiting the consummation of the any of the transactions under the merger agreement, stock purchase agreement or stock option agreement or the effective operation of the business of Trendwest and its subsidiaries after the stock purchase closing date.

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no change in laws after the execution of the stock purchase agreement that would prevent the stock purchase and merger from qualifying as an integrated transaction that is a reorganization within the meaning of Section 368(a) of the Code.

•

each of Trendwest and JELD-WEN shall have performed and complied in all material respects with its obligations under the merger agreement required to be performed by it at or prior to the stock purchase closing date.

•

the MountainStar redemption, see “MountainStar Redemption,” page 59, shall have occurred.

•

a number of individuals have resigned as directors of WorldMark, and have been replaced with our designees.

•

the representations and warranties of Trendwest and JELD-WEN set forth in the merger agreement shall be true and correct, subject to certain materiality standards.

•

Cendant shall have received a certain certificate signed by the chief executive officer and chief financial officer.

•

there shall not have occurred any Trendwest material adverse effect or any similar material adverse effect with respect to the Clubs, see “Merger Agreement – Definition Material Adverse Effect,” page 54.

•

no action, suit, proceeding, investigation or inquiry shall have been instituted, or shall be pending or threatened, by a governmental authority seeking to restrain in any material respect to prohibit the consummation of the transactions contemplated by the stock purchase agreement or any of the other transactions under the merger agreement or the stock option agreement, including the merger, seeking to prohibit or materially limit the ownership or operation by the Trendwest, Cendant or any of Cendant’s subsidiaries of any material portion of any business or of any assets of the Trendwest or its subsidiaries or of Cendant or of any of Cendant’s subsidiaries or which would be reasonably likely to materially adversely affect the aggregate economic benefits of the transactions under the stock purchase agreement, the merger agreement or the stock option agreement, taken as a whole, to Cendant or the surviving company or any of the businesses they operate.

•

all consents, orders or approvals of, declarations or filings with any governmental authority or third party listed in the stock purchase agreement shall have been obtained and in effect and no condition or requirement shall have been imposed by any governmental authority in connection with any approval, or exemption, required of them in connection with the transactions contemplated by the stock purchase agreement, the stock option agreement or the merger agreement which, either alone or together with all such other conditions or requirements, requires Trendwest or its subsidiaries, including the Clubs, to be operated in a manner which is materially different from industry standards in effect or which is different in any material respect from the manner in which Trendwest, including the clubs, currently conducts its operations on the date hereof or would have a company material adverse effect, as such term is defined in the stock purchase agreement.

•

approval of the Commonwealth of Australia under the Foreign Acquisition and Takeovers Act 1975(th) shall have been obtained.

•

Trendwest Resorts South Pacific Limited, referred to in this prospectus as TRSP, shall have demonstrated to the reasonable satisfaction of Cendant that its current Dealer’s License No. 193164 issued by the Australia Securities and Investment Commission permits the selling activities currently undertaken by TRSP in Australia, TRSP shall have obtained changes in the conditions of such Dealer’s License enabling it to provide investment advice or TRSP shall have obtained a license under the Australian Financial Services Reform Act to provide financial product advice.

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Trendwest shall have received an owner’s policy of title insurance (or an equivalent in the jurisdiction in which any parcel of certain owned real property is located) with respect to each parcel of such owned real property located in the United States by First American Title Company, which must meet certain conditions.

•

each of JELD-WEN and the other selling shareholders shall have performed and complied in all material respects with its obligations under the stock purchase agreement.

•

the representations and warranties of each of JELD-WEN and the other selling shareholders shall be true and correct.

•

Merger Sub shall have received certificates signed by each of JELD-WEN and the other selling shareholders.

•

each selling shareholder shall have made certain deliveries required by the stock purchase agreement.

•

Cendant and Merger Sub shall have performed and complied in all material respects with their respective obligations under the merger agreement.

•

the representations and warranties of Cendant and Merger Sub set forth in the merger agreement that are qualified as to materiality shall be true and correct, subject to certain materiality conditions.

•

Trendwest and JELD-WEN shall have received a certificate signed by an executive officer of Cendant.

•

there shall not have occurred any Cendant material adverse effect. Cendant material adverse effect shall mean any change(s), event(s), development(s) or circumstance(s) which, individually or in the aggregate, would be reasonably expected to have a materially adverse effect, either in the short term or in the long term, on the business, results of operations, assets, liabilities or condition (financial or otherwise) of Cendant and its subsidiaries, taken as a whole, subject to certain exceptions.

•

Cendant and Merger Sub shall have performed and complied in all material respects with its obligations under the merger agreement required to be performed by it.

•

the representations and warranties of Cendant and Merger Sub contained in the stock purchase agreement shall be true and correct in all material respects.

•

By mutual written consent of Cendant and JELD-WEN; or

•

By either Cendant or JELD-WEN,

•

if a governmental authority shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the stock purchase or the merger; or

•

if there has been a breach by Trendwest or JELD-WEN, on the one hand, or by Cendant, on the other hand, of any one or more representations or warranties or covenants or agreements set forth in the merger agreement, which breach shall result in any condition not being satisfied; or

•

if the stock purchase has not been consummated on or prior to July 15, 2002; or

•

By Cendant, if there shall have been a breach by any of JELD-WEN and certain of the selling shareholders of their obligations under the stock purchase agreement;

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By JELD-WEN, if there shall have been a breach by Cendant or Merger Sub of any of the representations, warranties, covenants or agreements set forth in the stock purchase agreement;

•

By JELD-WEN, if the stock purchase average trading price is less than $13.50 per share;

•

By Cendant, if a change in the Trendwest board of director recommendation of the merger shall have occurred; or

•

By Cendant, if Trendwest shall have violated or breached certain of is obligations in the merger agreement.

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any untrue statement or alleged untrue statement of any material fact contained in the registration statement, any preliminary, final or summary prospectus included in the registration statement, or any amendment or supplement to the registration statement, and

•

any omission or alleged omission to state in the registration statement a material fact required to be stated therein or necessary to make the statements in the registration statement not misleading.

•

any untrue statement or alleged untrue statement of any material fact contained in the registration statement, any preliminary, final or summary prospectus included in the registration statement, or amendment or supplement to the registration statement, and

•

any omission or alleged omission to state therein a material fact required to be stated in the registration statement or necessary to make the statements in the registration statement not misleading

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the loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single group, excluding the voting shares owned by or voted under the control of the benefited director, or

•

the board of directors and any affected officer determine such loan or guarantee benefits the corporation and the board of directors approves the loan or guarantee or general plan authorizing the loans and guarantees.

•

the director’s interest is made known to the board of directors, a committee of the board of directors or the stockholders of the corporation, who thereafter approve the transaction, or

•

the contract or transaction is fair to the corporation.

•

the material facts as to the transaction and as to the director’s interest are fully disclosed, and either the disinterested directors or a majority of the disinterested stockholders approve or ratify the transaction in good faith, or

•

the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the corporation at the time it was authorized, approved or ratified.

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breaches of the director’s duty of loyalty to the corporation or its stockholders,

•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law,

•

the payment of unlawful distributions, or

•

any transaction from which the director derived an improper personal benefit.

•

breaches of the director’s duty of loyalty to the corporation or its stockholders,

•

acts or omissions not in good faith or involving intentional misconduct or knowing violations of law,

•

the payment of unlawful dividends or unlawful stock repurchases or redemptions, or

•

transactions in which the director received an improper personal benefit.

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in the judgment of the directors, the corporation would be able to pay its debts as they come due in the usual course of business, and

•

the corporation’s total assets would at least equal the sum of its total liabilities plus, unless the articles permit otherwise, the amount that would be needed if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

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prior to the date on which such stockholder becomes an interested stockholder, the board of directors of the subject corporation approves either the business combination or the transaction that resulted in the person or entity becoming an interested stockholder,

•

upon consummation of the transaction that made him or her an interested stockholder, the interested stockholder owns at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced, excluding from the 85% calculation shares owned by directors who are also officers of the subject corporation and shares held by employee stock plans that do not give employee participants the right to decide confidentially whether to accept a tender or exchange offer, or

•

on or after the date such person or entity becomes an interested stockholder, the board of directors approves the business combination and it is also approved at a stockholder meeting by 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

•

any merger or consolidation of Cendant or any majority-owned subsidiary with (a) any interested stockholder or (b) any other corporation (whether or not itself an interested stockholder) that is, or after such merger or consolidation would be, an affiliate of an interested stockholder;

•

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any interested stockholder of any assets of Cendant or any majority-owned subsidiary having an aggregate fair market value of $10 million or more;

•

the issuance or transfer by Cendant or any majority-owned subsidiary (in one transaction or series of transactions) of any securities of Cendant or any majority-owned subsidiary to any interested stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $10 million or more;

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the adoption of any plan or proposal for the liquidation or dissolution of Cendant proposed by or on behalf of any interested stockholder or any affiliate of any interested stockholder; or

•

any reclassification of securities (including any reverse stock split) or recapitalization of Cendant or any merger or consolidation of Cendant with any of its majority-owned subsidiaries or any other transaction (whether or not with or into or otherwise involving an interested stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity security of Cendant or any majority-owned subsidiary that is directly or indirectly owned by any interested stockholder or any affiliate of any interested stockholder:

•

the business combination is approved by a majority of the disinterested directors; or

•

minimum price criteria and procedural requirements that are intended to assure an adequate and fair price under the circumstances are satisfied.

•

with respect to the sale, lease or exchange of all or substantially all of the assets of a corporation,

•

with respect to a merger or consolidation by a corporation the shares of which are either listed on a national securities exchange or are held of record by more than 2,000 holders if such stockholders receive only shares of the surviving company or shares of any other corporation that are either listed on a national securities exchange or held of record by more than 2,000 holders, plus cash in lieu of fractional shares of such corporations, or

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to stockholders of a corporation surviving a merger if no vote of the stockholders of the surviving company is required to approve the merger under Delaware law.

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1.

1997 Employee Stock Option Plan, as amended, subject to Section 2.4 of the Agreement

2.

1999 Employee Stock Purchase Plan, subject to Section 2.4 of the Agreement

3.

Trendwest Resorts, Inc. 401(k) Plan

4.

Tuition Reimbursement Policy

5.

Section 125 Plan (health care reimbursement and dependent care reimbursement)

6.

2002 Incentive Plans (payable monthly) for the following classes of employees: (i) administrative staff not eligible for productivity incentives (corporate profit points), (ii) executive staff (sales override bonus), (iii) accounts receivable supervisors and managers (accounts receivable bonus), (iv) resort employees (WorldMark Resort Bonus), (v) reservations staff and management (reservations bonus) and (vi) travel employees (travel bonus), to the extent any benefits are accrued under the 2002 Incentive Plans as of the Stock Purchase Closing Date.

7.

Employment and Noncompetition Agreement dated May 1, 1997 between the Company and William F. Peare

8.

Employment Agreement and Noncompetition dated May 1, 1997 between the Company and Jeffery P. Sites

9.

Employment and Noncompetition Agreement dated March 1, 2002 between the Company and Harold Derrah

10.

Employment Agreement dated November 21, 2001 between the Company and Larry Gildersleeve.

11.

Employment Agreement dated April 1, 2002 between the Company and John Nye

1.

Medical Benefit pursuant to single person private medical cover is provided with Medibank Private

2.

Workers Compensation Insurance Coverage (statutory)

3.

Statutory Superannuation (statutory)

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Tuition Reimbursement Policy

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SE

LLERS:

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Dated:

By:

Signature

Printed Name

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1.

Director Indemnification by Company.    The Company is obligated to Roderick Wendt, Douglas Kintzinger, and Jerry Andres, directors of the Company (and officers of Majority Shareholder and/or its Subsidiaries), pursuant to indemnification agreements with the Company.

2.

Post-Stock Purchase Closing Benefits.    The Company will be responsible for all payments called for in connection with Section 7.11(c) of the Stock Purchase Agreement in respect of benefits to be provided following the Stock Purchase Closing to Company Employees pursuant to Section 7.11(c) of the Stock Purchase Agreement.

3.

Majority Shareholder Health Benefit Plan.    Majority Shareholder provides a self-insured health, life and disability benefits plan to its employees, in which the Company participates. Majority Shareholder is entitled to collect from the Company premiums that will have accrued in respect of such Plan up to and including the Stock Purchase Closing, consistent with past practice.

4.

Majority Shareholder Worker’s Compensation Plan.    Majority Shareholder, through it self-insured program, provides Worker’s Compensation insurance to the Company employees. Majority Shareholder is entitled to collect from the Company premiums (based on a rate per man-hour of $0.12) that will have accrued in respect of such Plan up to and including the Stock Purchase Closing Date. The Company will also remain responsible, consistent with past practice, for the first $50,000 payable in respect of each claim under such Plan based on an occurrence giving rise to such claim which occurrence occurred prior to the Stock Purchase Closing (it being understood that claims under such Plan may be made after the Stock Purchase Closing based on an occurrence prior to the Stock Purchase Closing).

5.

Borrowings/Extensions of Credit.    The Company has borrowed from Majority Shareholder as follows:

(a)

The Company maintains an unsecured, open, revolving credit line with Majority Shareholder in the amount of $10 million which is payable at prime + 1% on demand. As of February 28, 2002, $6,614,042, including accrued interest, was owed by the Company to Majority Shareholder under this promissory note.

(b)

Subject to Section 7.15(b) of the Merger Agreement, the Company is responsible for all amounts owing under a $17,731,000 promissory note issued to Majority Shareholder in connection with the acquisition of MountainStar pursuant to a Stock Purchase Agreement dated June 12, 2000; As of February 28, 2002, $13,597,460, including accrued interest, was outstanding under this promissory note.

(c)

The Company is responsible for all amounts owing under a $1,293,000 promissory note issued to ECI in connection with the acquisition of a McCall, Idaho property. As of February 28, 2002, $1,293,000 was outstanding under this promissory note.

(d)

The Company is responsible for all amounts owing under a $3,513,078 promissory note issued to ECI for the acquisition of Eagle Crest Vacation Club receivables. As of February 28, 2002, $3,037,856 was outstanding under this promissory note.

7.

EC Marketing Agreement.    ECI and RYI entered into the EC Marketing Agreement pursuant to which they obtained, subject to Section 7.16 of the Merger Agreement, the exclusive right to sell WorldMark Memberships at the EC Resort and the RY Resort. The Company has certain obligations under the EC

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Marketing Agreement, including obligations to purchase notes receivable (WorldMark Contracts, as defined in the EC Marketing Agreement) in respect of sales of Vacation Credits acquired by ECI or RYI pursuant to the Acquisition Agreement dated May 4, 2001.

8.

Lease Arrangements with The Club.    The Club is responsible as landlord under the following leases:

(a)

Lease dated September 1, 2001 between the Club and RYI for the lease of a sales model unit at the RY Resort.

(b)

Lease dated September 1, 2001 between the Club and ECI for the lease of a sales model unit at the EC Resort.

9.

Purchase of Majority Shareholder Products.    There is a general understanding between the Company and Majority Shareholder that Company will purchase products sold by Majority Shareholder where feasible which is terminable at will by either party without notice, cost or obligation. Company shall be responsible for amounts accrued prior to the Stock Purchase Closing Date in respect of products purchased in the ordinary course of business that have not been paid for.

10.

AT&T Service/Data Services Contract.    Majority Shareholder has entered into a Service/Data contract with AT&T Corp., effective as of October 5, 1999, for telecommunications needs. Company shall be responsible for amounts accrued in the ordinary course of business prior to the Stock Purchase Closing Date.

11.

Receivables Transfer Agreement.    Pursuant to the Transfer Agreement, the Company purchased receivables from ECI and RYI notes receivable contracts. To the best of Majority Shareholder’s knowledge, the Company is not obligated in any way to Majority Shareholder under such Contract.

12.

Creative Media Development.    The Company purchases merchandise, including incentives and/or promotional products from Creative Media Development, Inc., a subsidiary of Majority Shareholder, pursuant to the Servicing Agreement dated August 21, 2001. Company shall be responsible for amounts accrued prior to the Stock Purchase Closing Date for products purchased in the ordinary course of business and inventory for logoed merchandise created in the ordinary course of business.

13.

Performance Bonds.    Majority Shareholder’s Risk Management Department has secured the performance bonds set forth below. The Company’s obligations to Majority Shareholder Company in respect of such bonds is limited to its responsibility for the portion of the premiums indicated below through the Stock Purchase Closing Date:

a)

Letter of Credit #238549—State of California LOC—Workers Compensation for Self Insurance Period 8/22/1996 to 11/01/1999; Annual Premium $6,793; Company Percent 28%.

b)

Letter of Credit #428114—USF&G—Security to USF&G for all Lines 5/1/1997—current; Annual Premium $31,725; Company Percent 8%

c)

Bond #158321785—State of Washington—Self Insurance Bond from inception of self insurance in state to current; Annual Premium $10,035; Company Percent 8%.

d)

Bond #158776278—State of Nevada—Self Insurance Bond from inception of self insurance in state until 7/1/1999 (minimum bond premium); Annual Premium $50; Company Percent 96%.

e)

Bond #158776295—State of Oregon—Self Insurance Bond from inception of self insurance in state to current ; Annual Premium $3,856; Company Percent 7%.

f)

Bond #158776300—State of Arizona—Self Insurance Bond form inception of self insurance in state to current; Company Premium $511; Company Percent 38%.

g)

Bond #158776281—Surface Mining Reclamation Bond, $43,500, Winston Pit, Kittitas City. Permit No. 70-012663/Washington Department of Natural Resources. The Company pays a premium of $272 per year. Bond #929229098; Surface Mining Reclamation Bond, $42,000,

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h)

Bullfrog Pit, Roslyn, WA. Permit No. 70-010149/State of Washington. The Company pays a premium of $189 per year.

14.

ECI and RYI Services.    ECI provides laundry services for the Company for a fee. ECI. and RYI provide master association services to the Company relating to utilities, use of recreation facilities, and road maintenance. Company shall be responsible for amounts accrued prior to the Stock Purchase Closing Date in the ordinary course.

15.

Insurance.    Majority Shareholder, or its subsidiaries, as indicated below, have secured insurance policies and have named the Company and/or Worldmark as an additional insured on the following policies:

(a)

Eagle Crest Master Association, Insurance Package including Property and General Liability provided by New Hampshire Insurance Company, policy #01LX6343907-1, is expiring 12/1/02. World Mark, The Club is listed as additional insured.

(b)

Eagle Crest Master Association, Umbrella Liability Coverage provided by New Hampshire Insurance Company, policy #01UD4068157-1, is expiring 12/1/02. World Mark, The Club is listed as additional insured.

(c)

Eagle Crest Master Association/Riverview Vista Estates Owner’s Association/Fairway Vista Estates Owner’s Association, Directors & Officers Liability Coverage provided by Lumberman’s Mutual Casualty Company, policy #3DY-00-8049-0, is expiring 1/1/05. World Mark, The Club is listed as additional insured.

(d)

Eagle Crest Vacation Resort Owner’s Association, Directors & Officers Liability Coverage provided by Lumberman’s Mutual Casualty Company, policy #3DY-00-8050-0, is expiring 1/1/05. World Mark, The Club is listed as additional insured.

(e)

Running Y Ranch Resort Owner’s Association, Insurance Package including Property and General Liability provided by New Hampshire Insurance Company, policy #01LX6344221-1, is expiring 12/1/02. World Mark, The Club is listed as additional insured.

(f)

Running Y Ranch Resort Owner’s Association, Umbrella Liability Coverage provided by New Hampshire Insurance Company, policy #01UD4068164-1, is expiring 12/1/02. World Mark, The Club is listed as additional insured.

(g)

Running Y Ranch Resort Owner’s Association, Directors & Officers Liability Coverage provided by Lumberman’s Mutual Casualty Company, policy #3DY-00-8048-0, is expiring 1/1/05. World Mark, The Club is listed as additional insured.

(h)

JELD-WEN, inc., Excess Workers Compensation Coverage provided by United States Fidelity and Guaranty Company, policy #DRE1531700, is expiring 5/1/03. Trendwest Resorts is included in this policy

(i)

JELD-WEN, inc., Workers Compensation Coverage (AOS) provided by Fidelity and Guaranty Insurance Company, policy #D003W00001, is expiring 5/1/02. Trendwest Resorts is included in this policy

(j)

JELD-WEN, inc., Workers Compensation Coverage (NJ, HI) provided by United States Fidelity and Guaranty Insurance Company, policy #D003W00002, is expiring 5/1/02. Trendwest Resorts is included in this policy.

(k)

JELD-WEN, inc., Workers Compensation Coverage (AK, NV, WI) provided by Fidelity and Guaranty Insurance Company, policy #D003W00003, is expiring 5/1/02. Trendwest Resorts is included in this policy

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16.

WorldMark Points.    Majority Shareholder and/or its Subsidiaries own Vacation Credits and are entitled to the privileges and rights of the Memberships they represent.

17.

The Company shall be responsible (without double-counting for any items referred to above on this Schedule 6(h)) for any amounts owed reflected as accrued liabilities on the Company’s consolidated balance sheet of December 31, 2001 (included in the Company’s Form 10K filed for the period ended December 31, 2001) (i) for products or services purchased in the ordinary course of business or (ii) as indebtedness for borrowed money.

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1.

Arizona

2.

California

3.

Colorado

4.

Idaho

5.

Missouri

6.

Nevada

7.

Oregon

8.

Utah

9.

Washington

10.

Australia

1.

1251 E. Dyer Road, Suite 100, Santa Ana, CA

2.

335 Cochrane Circle, Morgan Hill, CA

3.

18301 Von Karman Avenue, Suite 100, Irvine, CA

4.

7610 Hazard Center Drive, Suite 500, San Diego, CA 92108

5.

262, 262A Harbor Drive South and Tendwest Kiosk, Oceanside, CA

6.

1640 Lead Hill Rd., Suite 100, Roseville, CA

7.

San Dimas (Ontario), CA lease

8.

10731 E. Easter Ave., Englewood, CO

9.

Skyway Corporate Center, Suite 100, Broomfield, CO

10.

33810 Weyerhauser Way South, Suite 100, Federal Way, WA

11.

18620 3rd Ave. W, Suite 2A, Lynnwood, WA

1.

Receivables Purchase Agreement among the Company, TW Holdings III, Inc., Wells Fargo Bank Minnesota, Jupiter Securitization Corporation, Blue Keel Funding, LLC, Fleet Securities, Inc., Bank One, NA, and Bank One Trust Company, dated as of September 28, 2001 (warehouse facility)

2.

[CONSENT SHOULD BE OBTAINED PRIOR TO SIGNING: Credit Agreement among the Company, and Trendwest South Pacific PTY. Ltd., as the Borrowers, the lenders named therein, KeyBank National Association, as lead arranger and administrative agent and as the letter of credit issuing lender, Bank One, NA, as syndication agent and Australian lender dated as of August 14, 2000](revolver)

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3.

All receivables securitization-related agreements listed on Schedule 3.1(f) to the Merger Agreement.

1.

DEVELOPMENT AGREEMENT, dated October 10, 2000, by and between Kittitas County, Washington, Trendwest Resorts, Inc. and Trendwest Investments, Inc.

2.

AGREEMENT, dated September 1, 2000, by and between Trendwest and Palmer Course Design Company.

3.

PRE-ANNEXATION AGREEMENT, dated July 26, 2000, by and between City of Cle Elum, a second class municipal corporation organized under the laws of the State of Washington, Trendwest Resorts, Inc., a Washington corporation, Trendwest Investments, Inc., a Washington corporation, and Trendwest Properties, Inc., a Washington corporation.

4.

AGREEMENT RELATING TO WATER DELIVERY TO MOUNTAINSTAR RESORT, dated June 19, 2001, by and between City of Cle Elum, Trendwest Resorts, Inc., Trendwest Investments, Inc., and MountainStar Resort Resources, Inc.

5.

WATER SUPPLY SYSTEM PROJECT DEVELOPMENT AGREEMENT, dated June 19, 2001, by and between City of Cle Elum, Town of South Cle Elum, Trendwest Investments, Inc., Trendwest Resorts, Inc. and Trendwest Properties, Inc.

6.

AGREEMENT RELATING TO WATER SUPPLY FOR BULLFROG FLATS UGA, dated June 19, 2001, by and between City of Cle Elum, Trendwest Investments, Inc., Trendwest Resorts, Inc., and Trendwest Properties, Inc.

7.

AGREEMENT RELATING TO FUNDING FOR THE UPPER KITTITAS COUNTY TRANSFER STATION PHASE I UPGRADE, dated February 6, 2001, by and between Kittitas County Solid Waste, Trendwest Resorts, Inc. and Trendwest Investments, Inc.

8.

INTERIM WASTEWATER TREATMENT FACILITIES PROJECT DEVELOPMENT AGREEMENT, dated July 26, 2000, by and between City of Cle Elum, Town of South Cle Elum, Trendwest Investments, Inc., Trendwest Resorts, Inc. and Trendwest Properties, Inc.

9.

SETTLEMENT AGREEMENT, dated September 19, 2001, by and between Trendwest Resorts, Inc., Trendwest Investments, Inc., Trendwest Properties, Inc., MountainStar Resort Resources, Inc., and RIDGE.

1.

City of Angels Development Agreement (Angels Camp)

2.

City of Seaside Disposition and Development Agreement (Seaside)

3.

Swinerton Builders Construction Agreement (Seaside)

4.

Ter Har Enterprises Ground Lease (Seaside)

5.

Ter Har Enterprises Exchange Agreement (Seaside)

6.

City of Las Vegas Off-Site Improvements Agreements (Las Vegas)

7.

Kalb Construction Company Construction Agreement (Las Vegas)

8.

Las Vegas Valley Water District Construction Agreement (Las Vegas)

9.

GMP Architects Architects Agreement (Las Vegas)

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10.

Krump Construction, Inc. Construction Agreement (South Lake Tahoe)

11.

Myhre Group Architects LLC Architects Agreement (South Lake Tahoe)

12.

Ganther Melby, LLC Architects Agreement (South Lake Tahoe)

13.

City of Solvang Agreement Regarding Land Development Improvements (Solvang)

14.

Kier Construction Construction Agreement (Big Bear)

15.

582967 B.C. Ltd. Purchase and Sale Agreement (Victoria)

16.

582967 B.C. Ltd. Deposit Mortgage (Victoria)

1.

Swinerton Builders (Seaside)

2.

Kalb Construction Company (Las Vegas)

3.

GMP Architects (Las Vegas)

4.

Krump Construction, Inc. (South Lake Tahoe)

5.

Myhre Group Architects LLC (South Lake Tahoe)

6.

Ganther Melby, LLC (South Lake Tahoe)

7.

Kier Construction (Big Bear)

8.

582967 B.C. Ltd.

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(i)

reviewed certain publicly available financial statements and other business and financial information of the Company and the Purchaser, respectively;

(ii)

reviewed certain internal financial statements and other financial and operating data concerning the Company and the Purchaser, respectively;

(iii)

analyzed certain financial forecasts prepared by the management of the Company and certain publicly available financial forecasts of the Purchaser;

(iv)

discussed the past and current operations, financial condition and prospects of the Company with senior executives of the Company and discussed the past and current operations, financial condition and prospects of the Purchaser with senior executives of the Purchaser;

(v)

reviewed and discussed with senior executives of the Company information relating to certain strategic, financial and operational benefits anticipated from the Merger;

(vi)

reviewed the pro forma impact of the Merger on the Purchaser’s earnings per share;

(vii)

reviewed and considered information relating to the relative contributions of the Company and the Purchaser to the combined company;

(viii)

reviewed the reported prices and trading activity for the Company Common Stock and the Purchaser Common Stock;

(ix)

reviewed the financial performance of the Company and the Purchaser and the prices and trading activity of the Company Common Stock and the Purchaser Common Stock and, with respect to the Company and the Company Common Stock, compared such information with that of certain other publicly traded companies we deemed relevant;

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(x)

compared certain financial terms to financial terms, to the extent publicly available, of certain other business combination transactions we deemed relevant;

(xi)

participated in discussions and negotiations among representatives of the Company and the Purchaser and their financial and legal advisors;

(xii)

reviewed the March 27, 2002 draft of the Agreement and certain related documents, including the March 27, 2002 draft of the Stock Purchase Agreement, dated as of March 30, 2002 (the “Stock Purchase Agreement”), among the Purchaser, Acquisition Sub, Jeld-Wen, Inc., the majority shareholder of the Company (“Jeld-Wen”), and certain other shareholders of the Company (together with Jeld-Wen, the “Selling Shareholders”);

(xiii)

reviewed the valuation report, dated as of March 26, 2002, prepared by Economic Research Associates (the “MountainStar Valuation Report”) relating to MountainStar, a development project of the Company (“MountainStar”); and

(xiv)

performed such other analyses and considered such other factors as we have deemed appropriate.

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(i)

in the event that the average closing price of Cendant’s common stock during the 10 days prior to Cendant’s purchase of the Trendwest stock is less than $16.15, then the consideration shall be 1.486 shares of Cendant stock in exchange for each Trendwest share;

(ii)

in the event that the average closing price of Cendant’s common stock during the 10 days prior to Cendant’s purchase of the Trendwest stock is greater than $16.15 but less than $18.50, then the consideration shall be a sufficient number of shares of Cendant stock to equal a value of $24.00 in exchange for each Trendwest share; and

(iii)

in the event that the average closing price of Cendant’s common stock during the 10 days prior to Cendant’s purchase of the Trendwest stock is greater than $18.50, then the consideration shall be 1.297 shares of Cendant stock in exchange for each Trendwest share.

(iv)

At the closing of the Merger described below, the shareholders other than JELD-WEN may have the number of Cendant shares received by them increased if the exchange ratio of the Unaffiliated Shareholders (as defined below) is greater than that received by them in the Stock Acquisition.

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(i)

the number of Cendant common shares actually received per share by JELD-WEN and the others pursuant to the Stock Purchase Agreement, or

(ii)

in the event that the average closing price of Cendant’s common stock during the 10 days ending two business days prior to the Merger (the “Measurement Period”) is less than $16.15, then the consideration shall be 1.486 shares of Cendant stock in exchange for each Trendwest share; in the event that the average closing price of Cendant’s common stock during the Measurement Period is greater than $16.15 but less than $18.50 then the consideration shall be a sufficient number of shares of Cendant stock to equal a value of $24 in exchange for each Trendwest share; and in the event that the average closing price of Cendant’s common stock during the Measurement Period is less than $13.50 per share, then the consideration shall be increased so that the Unaffiliated Shareholders receive Cendant shares with a value of $20.061 for each Trendwest share.

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(1)

met with certain members of the senior management of the Company to discuss the operations, financial condition, future prospects, projected operations and performance of the Company, MountainStar, and the pending Transaction;

(2)

held discussions with Banc of America Securities, the Company’s investment bankers, to discuss the process and evolution, as well as the structure and consideration, of the Transaction;

(3)

reviewed the Company’s Form 10-K for the fiscal year ended December 31, 2000, Form 10-Q for the three quarters ended September 30, 2001, and a draft of the Company’s Form 10-K for the year ended December 31, 2001, which the Company’s management has identified as conforming the most current Company financial statements available;

(4)

reviewed various projections of the Company’s financial performance for the fiscal years ended December 31, 2002 through 2006 prepared by the Company’s management;

(5)

reviewed various projections of MountainStar’s financial performance for the fiscal years ended December 31, 2002 through 2015 prepared by the Company’s management;

(6)

reviewed various memoranda regarding management’s exit strategies for MountainStar;

(7)

reviewed the historical market prices and trading volume for the Company’s publicly traded securities and other publicly available information regarding the Company;

(8)

reviewed certain publicly available financial data for certain companies that we deemed comparable to the Company;

(9)

reviewed drafts of certain documents relating to the Transaction, including the Merger Agreement dated March 27, 2002, the Stock Purchase Agreement dated March 27, 2002, and other related agreements, and

(10)

conducted such other studies, analyses and inquiries as we have deemed appropriate.

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*

Not filed herewith.

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*

Not filed herewith.