65TH AMENDMENT
TWENTY-SIXTH AMENDMENT TO
THE THIRD AMENDED AND
RESTATED OFFERING PLAN
THE VILLAS AT TREE TOPS
BUSEUaLL,PENNSYLV~A
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 Offering 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 111ird 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 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 Amended and Restated Offering Plan, the Twenty-Fourth
Amendment to the Third Amended and Restated Offering Plan and the Twenty-Fifth 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.
SoldlUnsold Unit Weeks
As of August 31,2013, the Sponsor has sold approximately ten thousand seven hundred
thirty five and one-half (10,735.5) Unit Weeks to residents of the Commonwealth of
Pennsylvania, the State of New Jersey and the State of New York. There are currently
approximately six thousand four htmdred twenty four and one-half (6,424.50) Unit Weeks
which are unsold.
3.
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 cODSnuction of the
Villas or the Resort Facilities since the filing of the Sixty Fourth Amendment (Designated as
the Twenty-Fifth Amendment to the Third Amended and Restated. Offering Plan).
4.
Deflnitions
All terms used in this Amendment, not otherwise defined herein, shall have the same
meanings ascribed to them in the Plan.
5.
No Material Changes
Except as set forth in this Amendment, there have been no material changes to the Plan.
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6.
Incorporation 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
December 5, 2013
Sponsor: Tree Tops, Inc.
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