63RD AMENDMENT
TWENTY-FOURTH AMENDMENT TO
THE THIRD AMENDED AND
RESTATED OFFERING PLAN
THE VILLAS AT TREE TOPS
BUSHNILL,PENNSYLVANIA
This Amendment modifies and supplements the tenns 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 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 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 TwentySecond Amendment to the Third Amended and Restated Offering Plan and the Twenty-Third
Amendment to the Third Amended and Restate 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, 2013 to December 31,2013
is set forth herein as Exhibit A.
3.
Annual Membership Dues
The annual Membership Dues for Purchasers of Fixed-Time and Floating-Time Villa
Vacation Plans for the 2013 calendar year are $683.00. The annual Membership Dues for
Purchasers of One-Week, Flex-Time Villa Vacation Plans for the 2013 Calendar Year are
$698.00. The annual Membership Dues for Purchase:rs of Alternate Year Villa Vacation
Plans for the 2013 calendar year are one-half of the then curre:nt annual Membership Dues for
a One-Week Villa Vacation Plan (presently either $683.00 or $698.00). The annual
Membership Dues for Purchasers of Two-Week, Flex-Time Villa Vacation Plans for the
2013 calendar year are $1,396.00.
4.
Optional Authorization for Automatic Debit for Payment of Membership Dues
The Sponsor's Optional Authorization for Automatic Debit form for monthly payment of
annual Membership Dues from Purchaser's checking/statement savings account is attached
hereto as Exhibit B.
5.
Sold/Unsold Unit Weeks
As of October 31, 2012, the Sponsor has sold approximately ten thousand nine hundred
fourteen (10,914) 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 two hundred forty six (6,246) Unit Weeks which are unsold.
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6.
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 construction of the
Villas or the Resort Facilities since the filing of the Sixty Second Amendment (Designated as
the Twenty-Third Amendment to the Third Amended and Restated Offering Plan).
7.
Definitions
All terms used in this Amendment, not otherwise defined herein, shall have the same
meanings ascribed to them in the Plan.
8.
No Material Changes
Except as set forth in this Amendment, there have been no material changes to the Plan.
9.
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 20,2012
Sponsor: Tree Tops, Inc.
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SCHEDULE "B"
The Villas at Tree Tops
Projected Budget For Timesharing Plan
January 1, 2013 to December 31,2013
Income
arumal Membership Dues (1)
payment by Sponsor (2)
amenity income (3)
5,100,000
. 932,000
62,000
Total Income (14)
6,094,000
Expenses
labor and benefits (4)
utilities (electricity and gas) (5)
water charges and sewer rents (6)
repairs, maintenance and supplies (7)
insurance (8)
legal fees and audit fees
real estate taxes (10)
3,235,000
1,250,000
143,000
1,215,000
426,000
40,000
935,000
Other
cable (11)
waste disposal
laundry (12)
telephone (13)
recreation
marketing rental
81,000
43,000
265,000
71,000
224,000
(1,834,000)
Total Expenses (14)
6,094,000
EXHIBIT A
FOOTNOTES TO SCHEDULE "B"
1.
Annual Membership Dues. This projected Budget is for the twelve-month
operating period of the Proj ect, ending December 31, 2013. Membership Dues will be assessed
on a per Villa Vacation Plan basis. This projected Budget assumes completion, use and
occupancy of330 constructed Villas as of December 31, 2013 and 10,512 Unit Weeks sold as of
September 30, 2012. 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 2013 calendar year are $683. The annual
Membership Dues for Purchasers of One-Week, Flex Time Villa Vacations Plans for 2013 are
$698. 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
either $683 or $698). Annual Membership Dues for Purchasers of Two-Week, Flex-Time Villa
Vacation Plans for 2013 are $1,397. This projected Budget assumes an average collection rate of
$485 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, 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 nas been furnished to secure the performance 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:
Property Management 1 director (full time)
5 office staff (full time)
$ 57,500
$131,236
Recreation 1 Director (full time)
2 pool attendants (l fullli part time)
10 recreation staff (5 full/5 part time)
$ 37,900
$ 46,600
$137,000
Housekeeping 1 manager (full time)
52 maid service (22 fulll3D part time)
17 inspectors
$50,748
$1,102,420
$365,622
Property maintenance 1 manager (full time)
21 hourly services (full time)
$49,810
$490,253
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
6.669%
.008%
4.35%
6.20%
1.45%
12.34%
31.02%
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 COTIllIlon 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
Exposure Insured Against
Buildings
$64,828,000*
Fire, all risk, extended coverage (exclusive of
terrorist acts.)
Building contents
Comprehensive
general liability
Umbrella liability
5,398,000*
1,000,000**
10,000,000**
Contents
Personal injuries and property damage, per
occurrence
Personal injuries and property damage, per
occurrence
* $ 25,000 per occurrence deductible
**$100,000 per occurrence deductible
The foregoing insurance coverage does not include coverage for losses of individual
Purchasers. Each Villa Vacation Plan Owner is an additional insured under the fire and casualty
and general liability policies on the Project.
In the event of damage to or the destruction of a Villa, 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 equal 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 actual 2013 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
provided by Verizon Communications.
IS
equipped with a telephone. Telephone service
IS
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.
PLEASE INCLUDE A BLANK, VOIDED CHECK
OPTIONAL AUTHORIZATION FOR AUTOMATIC DEBIT
OF FUNDS FROM CHECKING/STATEMENT SAVINGS
ACCOUNT
TO: BUSHKILL GROUP, INC.
As a convenience to me/us, the undersigned authorizes you to charge my/our checking/statement account
(circle appropriate account)
number
~_ _ _ _ _ _ _ _ _ _ in
the name(s) of_,_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
whose ABA/RT number is
and/or
at
------------
(bank name)
(------)~.----------------------­
,
(bank phone number)
~.------------------------~~----------
(bank address)
(bank address)
for the sum and purpose indicated below. I/we understand the deduction will automatically be made on the
date indicated during the period of time in which this authorization remains in effect. This authorization will
remain in effect until revoked by me/us in writing and until you actually receive such notice.
The undersigned agree that your treatment of each debit, and your rights in respect to it, shall be the same
as if it were signed personally by me/us. The undersigned further agree that if any checks are dishonored due to
this debit of funds, you shall be under no liability whatsoever. I/we further agree sufficient funds will be maintained in aforementioned account to cover the Annual Maintenance Fees and any future increases to said
Maintenance Fees.
__-"-_............_~. ....,',.....
.........for monthly payments on Annual Maintenance Fee Account. Payments to be made
on the
of each month . .A.npual Maintenance Fees may increase in accordance with the Villa
Vacation Plan I/we purchased and the Public Offering Plan/Statement related thereto and will result in changes
to the monthly payments.
Date ______________________________
First Payment Due Date _______.....-_ _
Customer(s) _________________________
Signature(s) ___________________
Address _._____________...:..-_________
_ _ _ _ _ _ _ _- - - - - - - - - - -_ _
.L _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Phone # (Home)--l..:(."""")'--__________
(Work) -->....(...:..)_-_ _ _ _ _ _ _ __
POOOO161
EXHIBIT B
Membership #
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