69TH AMENDMENT THIRTIETH AMENDMENT TO THE TIllRD AMENDED AND RESTATED OFFERING PLAN THE VILLAS AT TREE TOPS BUSBffi3LL,PENNSYLVANIA This Amendment modifies and supplements the terms of the Third Amended and Restated Offering Plan filed June 18, 2002, the First Amendment to the Third Amended and Restated Offering Plan filed December 18, 2002, the Second Amendment to the Third Amended and Restated Offering Plan filed May 19, 2003, the Third Amendment to the Third Amended and Restated Offering Plan filed November 20, 2003, the Fourth Amendment to the Third Amended and Restated Offering Plan filed February 2,2004, the Fifth Amendment to the Third Amended and Restated Offering Plan filed July 28, 2004, the Sixth Amendment to the Third Amended and Restated Offering Plan filed January 7, 2005, the Seventh Amendment to the Third Amended and Restated Offering Plan filed June 21, 2005, the Eighth Amendment to the Third Amended and Restated Offeting Plan filed December 15, 2005, the Ninth Amendment to the Third Amended and Restated Offering Plan filed June 8, 2006, the Tenth Amendment to the Third Amended and Restated Offering Plan filed December 8, 2006, the Eleventh Amendment to the Third Amended and Restated Offering Plan filed December 15, 2006, the Twelfth Amendment to the Third Amended and Restated Offering Plan filed May 31, 2007, the Thirteenth Amendment to the Third Amended and Restated Offering Plan filed November 27, 2007, the Fourteenth Amendment to the Third Amended and Restated Offering Plan filed April 23, 2008, the Fifteenth Amendment to the Third Amended and Restated Offering Plan filed October 22, 2008, the Sixteenth Amendment to the Third Amended and Restated Offering Plan filed April 16, 2009, the Seventeenth Amendment to the Third Amended and Restated Offering Plan filed October 7, 2009, the Eighteenth Amendment to the Third Amended and Restated Offering Plan filed March 30, 2010, the Nineteenth Amendment to the Third Amended and Restated Offering Plan filed September 29,2010, the Twentieth Amendment to the Third Amended and Restated Offering Plan filed March 17,2011, the Twenty-First Amendment to the Third Amended and Restated Offering Plan filed August 17,2011, the Twenty-Second Amendment to the Third Amended and Restated Offering Plan filed February 10,2012, the Twenty-Third Amendment to the Third Amended and Restated Offering Plan filed July 10, 2012, the Twenty-Fourth Amendment to the Third Amended and Restated Offering Plan filed on December 20,2012, the Twenty-Fifth Amendment to the Third Amended and Restated Offering Plan filed on June 4, 2013, the Twenty-Sixth Amendment to the Third Amended and Restated Offering Plan filed on December 5, 2013, the Twenty-Seventh Amendment to the Third Amended and Restated Offering Plan filed on October 2, 2014, the Twenty- Eighth Amendment to the Third Amended and Restated Offering Plan filed on December 18, 2014, the Twenty-Ninth Amendment to the Third Amended and Restated Offering Plan filed on May 29, 2015 and should be read in conjunction with said Third Amended and Restated Offering Plan (the ''Plan''), the First Amendment to the Third Amended and Restated Offering Plan, the Second Amendment to the Third Amended and Restated Offering Plan, the Third Amendment to the Third Amended and Restated Offering Plan, the Fourth Amendment to the Third Amended and Restated Offering Plan, the Fifth Amendment to the Third Amended and Restated Offering Plan, the Sixth Amendment to the Third Amended and Restated Offering Plan, the Seventh Amendment to the Third
Transcript
69TH AMENDMENT
THIRTIETH AMENDMENT TO THE TIllRD AMENDED AND RESTATED OFFERING PLAN THE VILLAS AT TREE TOPS BUSBffi3LL,PENNSYLVANIA
This Amendment modifies and supplements the terms of the Third Amended and Restated Offering Plan filed June 18, 2002, the First Amendment to the Third Amended and Restated Offering Plan filed December 18, 2002, the Second Amendment to the Third Amended and Restated Offering Plan filed May 19, 2003, the Third Amendment to the Third Amended and Restated Offering Plan filed November 20, 2003, the Fourth Amendment to the Third Amended and Restated Offering Plan filed February 2,2004, the Fifth Amendment to the Third Amended and Restated Offering Plan filed July 28, 2004, the Sixth Amendment to the Third Amended and Restated Offering Plan filed January 7, 2005, the Seventh Amendment to the Third Amended and Restated Offering Plan filed June 21, 2005, the Eighth Amendment to the Third Amended and Restated Offeting Plan filed December 15, 2005, the Ninth Amendment to the Third Amended and Restated Offering Plan filed June 8, 2006, the Tenth Amendment to the Third Amended and Restated Offering Plan filed December 8, 2006, the Eleventh Amendment to the Third Amended and Restated Offering Plan filed December 15, 2006, the Twelfth Amendment to the Third Amended and Restated Offering Plan filed May 31, 2007, the Thirteenth Amendment to the Third Amended and Restated Offering Plan filed November 27, 2007, the Fourteenth Amendment to the Third Amended and Restated Offering Plan filed April 23, 2008, the Fifteenth Amendment to the Third Amended and Restated Offering Plan filed October 22, 2008, the Sixteenth Amendment to the Third Amended and Restated Offering Plan filed April 16, 2009, the Seventeenth Amendment to the Third Amended and Restated Offering Plan filed October 7, 2009, the Eighteenth Amendment to the Third Amended and Restated Offering Plan filed March 30, 2010, the Nineteenth Amendment to the Third Amended and Restated Offering Plan filed September 29,2010, the Twentieth Amendment to the Third Amended and Restated Offering Plan filed March 17,2011, the Twenty-First Amendment to the Third Amended and Restated Offering Plan filed August 17,2011, the Twenty-Second Amendment to the Third Amended and Restated Offering Plan filed February 10,2012, the Twenty-Third Amendment to the Third Amended and Restated Offering Plan filed July 10, 2012, the Twenty-Fourth Amendment to the Third Amended and Restated Offering Plan filed on December 20,2012, the Twenty-Fifth Amendment to the Third Amended and Restated Offering Plan filed on June 4, 2013, the Twenty-Sixth Amendment to the Third Amended and Restated Offering Plan filed on December 5, 2013, the Twenty-Seventh Amendment to the Third Amended and Restated Offering Plan filed on October 2, 2014, the TwentyEighth Amendment to the Third Amended and Restated Offering Plan filed on December 18, 2014, the Twenty-Ninth Amendment to the Third Amended and Restated Offering Plan filed on May 29, 2015 and should be read in conjunction with said Third Amended and Restated Offering Plan (the ''Plan''), the First Amendment to the Third Amended and Restated Offering Plan, the Second Amendment to the Third Amended and Restated Offering Plan, the Third Amendment to the Third Amended and Restated Offering Plan, the Fourth Amendment to the Third Amended and Restated Offering Plan, the Fifth Amendment to the Third Amended and Restated Offering Plan, the Sixth Amendment to the Third Amended and Restated Offering Plan, the Seventh Amendment to the Third
Amended and Restated Offering Plan, the Eighth Amendment to the Third Amended and Restated Offering Plan, the Ninth Amendment to the Third Amended and Restated Offering Plan, the Tenth Amendment to the Third Amended and Restated Offering Plan, the Eleventh Amendment to the Third Amended and Restated Offering Plan, the Twelfth Amendment to the Third Amended and Restated Offering Plan, the Thirteenth Amendment to the Third Amended and Restated Offering Plan, the Fourteenth Amendment to the Third Amended and Restated Offering Plan, the Fifteenth Amendment to the Third Amended and Restated Offering Plan, the Sixteenth Amendment to the Third Amended and Restated Offering Plan, the Seventeenth Amendment to the Third Amended and Restated Offering Plan, the Eighteenth Amendment to the Third Amended and Restated Offering Plan, the Nineteenth Amendment to the Third Amended and Restated Offering Plan, the Twentieth Amendment to the Third Amended and Restated Offering Plan, the Twenty-First Amendment to the Third Amended and Restated Offering Plan, the Twenty-Second Amendment to the Third Amended and Restated Offering Plan, the Twenty-Third Amendment to the Third Amendeq and Restated Offering Plan, the Twenty-Fourth Amendment to the Third Amended and Restated Offering Plan, the Twenty-Fifth Amendment to the Third Amended and Restated Offering Plan, the Twenty-Sixth Amendment to the Third Amended and Restated Offering Plan, the Twenty-Seventh Amendment to the Third Amended and Restated Offering Plan, the Twenty-Eighth Amendment to the Third Amended and Restated Offering Plan and the Twenty-Ninth Amendment to the Third Amended and Restated Offering Plan.
The terms of this Amendment are as follows:
1. Extension of Term
The Plan is hereby extended for six (6) months.
2. Updated Budget
The Budget for the Villas at Tree Tops for the period January 1,2016 to December 31,2016 is set forth herein as Exhibit A. The Certification of Expert as to Adequacy of Budget is attached hereto as Exhibit B.
3. Annual Membership Dues
The annual Membership Dues for Purchasers of Fixed-Time and Floating-Time Villa Vacation Plans for the 2016 calendar year are $710.00. The annual Membership Dues for Purchasers of One-Week, Flex-Time Villa Vacation Plans for the 2016 Calendar Year are $725.00. The annual Membership Dues for Purchasers of Alternate Year Villa Vacation Plans for the 2016 calendar year are one-half of the then current annual Membership Dues for a One-Week Villa Vacation Plan (presently either $710.00 or $725.00). The annual Membership Dues for Purchasers of Two-Week, Flex-Time Villa Vacation Plans for the 2016 calendar year are $1,455.00.
4. Board of Directors
The members of the Board of Directors of the Sponsor are W. Andrew Worthington and Thomas V. Casale. Mr. Worthington has been a director of the Sponsor since January 15,
1999. Mr. Worthington is also President and Chief Executive Officer of the Sponsor. Mr. Casale has been a director of the Sponsor since March 20,2000. Mr. Casale is also Vice President, Secretary and General Counsel of the Sponsor. See the "Identity of Parties" section of the Offering Plan at Pages 73 and 74.
The Purchasers of Villa Vacation Plan will have no rights to operate or manage the Project. The Purchaser will acquire no interest in the Property and will have no voting or other rights to influence the policies or decisions of the Sponsor or its affiliates either with respect to the Project or the Resort Facilities.
5. Calendar of Intervals
Exhibits K -1 through K -3 as contained in Part II of the Offering Plan are hereby amended to replace same with updated calendars of intervals for the four (4) year period of January 1, 2014 through December 31, 2018 which are attached hereto as Exhibit C.
6. SoldlUnsold Unit Weeks
As of August 31, 2015, the Sponsor has sold approximately ten thousand three hundred sixty~two and one-half (10,362.5) Unit Weeks to residents of the Commonwealth of Pennsyl vania, the State of New Jersey and the S tate of New York. There are currently approximately six thousand three hundred eighty-one and one-half (6,381.5) Unit Weeks which are unsold.
7. Status of Construction
All of the Villas in which Time-Share Interests are being offered for sale under the Plan have been completed. There have been no changes in the status of constmction of the Villas or the Resort Facilities since the filing of the Sixty Eighth Amendment (Designated as the Twenty-Ninth Amendment to the Third Amended and Restated Offering Plan).
8. Definitions
All tenns used in this Amendment, not otherwise deflned herein, shall have the same meanings ascribed to them in the Plan.
9. No Material Changes
Except as set forth in this Amendment, there have been no material changes to the Plan.
10. Incotporation of Plan
The Plan, as modified and supplemented hereby, is incorporated herein by reference with the same effect as if set forth at length.
Dated: Kearny, New Jersey November 12, 2015
~3~
Sponsor: Tree Tops, Inc.
SCHEDULE "B"
The Villas at Tree Tops
Projected Budget For Timesharing Plan
January 1,2016 to December 31,2016
Income annual Membership Dues (1) payment by Sponsor (2) amenity income (3)
Total Income (14)
Expenses
Other
labor and benefits (4) utilities (electricity and gas) (5) water charges and sewer rents (6) repairs, maintenance and supplies (7) insurance (8) management fees (9) legal fees and audit fees real estate taxes (10)
1. Annual Membership Dues. This projected Budget is for the twelve-month operating period of the Project, ending December 31, 2016. Membership Dues will be assessed on a per Villa Vacation Plan basis. This projected Budget assumes completion, use and occupancy of322 constructed Villas as of December 31,2015 and 10,451 Unit Weeks sold as of September 30, 2015. Annual Membership Dues are not fixed and will rise over time as the cost of operating the Project increases. The annual Membership Dues for Purchasers of Fixed-Time or Floating-Time Villa Vacation Plans for the 2016 calendar year are $710. The annual Membership Dues for Purchasers of One-Week, Flex Time Villa Vacations Plans for 2016 are $725. Annual Membership Dues for Purchasers of Alternate Year Villa Vacation Plans are onehalf of the then current annual Membership Dues for a one-week Villa Vacation Plan (presently $710 or $725). Annual Membership Dues for Purchasers of Two-Week, Flex-Time Villa Vacation Plans for 2016 are $1,455. This projected Budget assumes an average collection rate of $580 per Unit Week and is based on the prior experience of Sponsor. See, "Rights and Obligations of Timeshare Owners," Page 54.
The Sponsor may increase the Membership Dues per Villa Vacation Plan annually in its discretion. The percentage increase cannot exceed the greater of the annual percentage increase in the Consumer Price Index for all urban consumers for the New York area for the immediately preceding year as reported by the U.S. Department of Labor, Bureau of Labor Statistics, plus, an adjustment for electrical and propane cost not to exceed 10% of the prior year cost or 10% of the prior year's Membership Dues.
2. Payment by Sponsor. If the actual costs of operation and maintenance of the Property as described above exceed the aggregate Membership Dues due for Villa Vacation Plans sold, plus amenity income, then the Sponsor is responsible for paying any shortfall. However, the Sponsor may increase the Membership Dues per Villa Vacation Plan annually in its discretion as it sees fit. No bond or other security has been furnished to secure the perfonnance of the Sponsor's obligations. The ability of the Sponsor to perform its obligations will depend upon its financial condition at the time it is called upon to perform. The Sponsor has no obligation to pay annual Membership Dues on unsold Villa Vacation Plans.
3. Amenity Income. In addition to annual Membership Dues, Villa Vacation Plan Owners are charged for use of various amenities. The charges for said amenities are outlined in "Schedule C - Amenity Fees" at Page 65 and in "Schedule D - Resort Facilities" at Page 66.
4. Labor. Labor projections are based on the Sponsor employing personnel on hourly and fixed salaries:
The amount stated for payroll taxes, benefits and insurance is computed upon the following percentages of base salaries:
Pennsylvania state unemployment insurance Federal unemployment insurance Workmen's compensation Social security Federal Medicare Medical benefits
6.4795% .006% 6.09% 6.20% 1.45%
12.34%
32.5655%
All employees are non-union. The foregoing wage rates do not violate applicable minimum wage laws.
5. Utilities. All Units are gas/electric heated, electrically cooled and all appliances are operated by electricity. Electricity is supplied by General Public Utilities. The Budget reflects the current charge per kilowatt hour, plus customer charges, 6% tax and reasonably anticipated increases. In addition, the Budget reflects the estimated electric consumption for the common areas and the proportionate share of the electricity expense for the Resort Facilities and operations offices.
The estimated amount of propane gas usage is based upon prior experience of the Sponsor as to each Villa's annual usage. The clubhouse and swimming pool complex consume propane also.
6. Water charges and Sewer rents. This projection is based on a proportionate estimate of actual usage charges to the Property plus reasonably anticipated increases.
7. Repairs, maintenance and supplies. The material components of the expense for repairs and maintenance includes interior repairs, roofing, exterior repairs including walls, foundations, windows, doors and locks, repairs to heating systems including fuel burners, decks, boilers, pipes and radiators, plumbing, electrical, pest extermination, grounds maintenance including snow removal, gardening and landscaping, janitorial supplies, furniture and fixture replacement (on an as needed basis), and painting of common areas.
8. Insurance. The projected cost of insurance insuring the interest of the Sponsor, is based on Blanket All Risk coverage as follows:
Item Covered Amount
Buildings $68,055,000*
Building contents 5,649,000*
Comprehensive 1,000,000**
general liability
Umbrella liability 10,000,000**
* $ 25,000 per occurrence deductible **$100,000 per occurrence deductible
Exposure Insured Against
Fire, all risk, extended coverage (exclusive of terrorist acts.)
Contents
Personal injuries and property damage, per occurrence Personal injuries and property damage, per occurrence
The foregoing insurance coverage does not include coverage for losses of individual Purchasers. Each Villa Vacation Plan Owner is an additional insured tmder the fire and casualty and general liability policies on the Project.
In the event of damage to or the destruction of a Villa with sold intervals, the Sponsor has agreed to use its best efforts to repair or rebuild the Villa in a reasonable period of time. In the event that a Purchaser is unable to use a Villa due to such damage or destruction, the Sponsor will attempt to make alternative time, which is acceptable to such Purchaser, available to such Purchaser or, in the alternative, shall extend the period of the Purchaser's Villa Vacation Plan to eq ual the amount of time lost by such Purchaser.
The insurance placed by the Sponsor is adequate to replace the Villas in the event of a total loss. Villa Vacation Plan Owners will not be co-insurers of the Villas. Villa Vacation Plan Owners are not given the option to forego repair in order to have insurance proceeds applied to the debt outstanding against their Villa Vacation Plan.
The fire, casualty and general liability insurers waive their SUbrogation rights against Purchasers. No act or omission by a Purchaser will void the insurance policies. There is no prorata reduction in coverage in the event a Purchaser has an individual policy which provides overlapping coverage. Insurance coverage meeting the requirements set forth in this paragraph will be maintained at all times by the Sponsor.
9. Management Fees. The Sponsor no longer charges a Management Fee but reserves the right to institute this fee again in the future.
10. Real Estate Taxes. The estimated amount is based upon an estimated assessed valuation for the Property. The Township of Middle Smithfield is the assessing authority for real estate taxes. The East Stroudsburg School District is the assessing authority for school taxes.
11. TV Cable. Based upon monthly charge for each Villa.
12. Laundry. All housekeeping, office and laundry supplies are estimated based on the Sponsor's prior experience.
13. Telephone. Each Villa is equipped with a telephone. Telephone service is provided by Verizon Communications.
14. Total Estimated Income and Expenses. The Sponsor is not required to segregate monies for any particular Villa or Villas and may spend monies received in payment of Membership Dues for the benefit of one or more of the Villas or the Property as needed.
15. Housekeeping Contract Services. Sponsor recently elected to outsource housekeeping services to MasterCorp. This is the expected cost for a 12 month period.
CERTIFICATION OF EXPERT AS TO ADEQUACY OF BUDGET PURSUANT TO SECTION 24.4 (D) OF THE REGULATIONS ISSUED PURSUANT
TO GENERAL BUSINESS LAW ARTICLE 23~A, AS AMENDED
Re: The Villas at Tree Tops Bushkill, Pennsylvania
The undersigned certifies as follows:
The Sponsor of the timeshare offering plan of the captioned property retained me to revrew or prepare Schedule B containing projections of Income and expenses for timeshare operation. My experience in this field includes general budgetary preparation for corporate purposes.
I understand that I am responsible for complying with the provisions of Artide 23-A of the General Business Law and the regulations promulgated by the Attorney General in Part 24 insofar as they are applicable to Schedule B.
I have reviewed the Schedule and investigated the facts set forth In the Schedule and the facts underlying it with due diligence in order to form 0 basis for thIs certification.
I certify that the projections in Schedule B appear reasonable and adequate based on present prices (adjusted to reflect continued inflation and present levels of consumption for comparable units similarly situated).
I certify that Schedule B:
(i) sets forth In detail the terms of the transaction as It relates to the Schedule and is complete, current and accurate;
eii) affords potentia! investors, purchasers and participants an adequate basis upon which to found their judgment;
(m) does not omit any material fact;
(iv) does not contain any untrue statement of a material fact;
(v) does not contain any fraud, deception, concealment or suppression;
(vi) does not contaIn any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing Circumstances;
(vii) does not contain any representation or statement which is false, where I:
(a) knew the truth; (b) with reasonable effort could have known the truth; (c) made no reasonable effolt to ascertain the truth; or
EXHIBIT B
(d) did not have knowledge concerning the representation or statement made.
I further certify that I am not owned or controlled by the Sponsor, except for my being the Treasurer of the Sponsor and a principal of the Sponsorl and that my compensation for preparIng this Certification is not contingent on the success of the offering. I understand that a copy of this Certification Is Intended to be incorporated into the Offering Plan so that prospective purchasers may rely on it.
This certification Is made under penalty of perjury for the benefit of all persons to whom this offer Is made. I understand that violations are subject to the civil and criminal penalties of the General Business Law and Penal Law.
Swam t<a and subscribed before me this 'J-t't\day of November, 2015.
N6tary Public
COMMONWEALTH Of PENNS'(LVANIA Notarial Seal
K1mberla K. Stein, Notary PublIc MIddle smithfield Twp., Monroe County My COmmIsSIon Explres JIJf\e 17. 2016
MEMBER, PEHHSYLVAHlA ASSOOAllON OF NOTARIES
M~ Treasurer TREE TOPS, INC.
Villas at Tree T - I-'lnes t..;a lenaar ~cneaUie
2014 2015 2016 2017 2018 We ek Satur~ay to Saturday to Saturday to Saturday to We ek
