Case Document 1-7 Entered on FLSD Docket 05/03/2013 Page 1 of 9 EXHIBIT Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 2 of 9 LEGACY ADDENDUM MEMBERSHIP PLAN Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 3 of 9 LEGACY ADDENDUM To TRUMP NATIONAL GOLF CLUB JUPITER MEMBERSHIP PLAN 1. Eagle Tree Categories. The following categories will be offered only to purchasers of a fractional condominium interest in Eagle Tree Condominium adjacent to the Club. Fractional condominium interests are currently referred to as Club Home Interests under the Condominium Declaration. a. Fractional Golf Membership. Fractional Golf Members are those persons that have paid the required non-refundable membership initiation fee then in effect for a Fractional Golf Membership and who have been accepted as members by the Club. When in residence at the Eagle Tree Condominium during the period designated as their period of fractional ownership, each person who acquires a Fractional Golf Membership will be allowed to use all of the Club Facilities and to attend Club sponsored events held at the Clubhouse. Fractional Golf Members will not be required to pay greens fees when in residence, but will be required to pay guest fees, caddie fees, golf cart fees and all other fees and charges applicable to their use of the Club. When not in residence or when in residence outside of the period designated as their period of fractional ownership, Fractional Golf Members will be permitted to use the Club Facilities on a space available basis and will be required to pay greens fees in addition to all other fees and charges. In “The Ritz-Carlton Golf Club & Spa, Jupiter” (the “Prior Club”), this category was referred to as the “Ritz-Carlton Club Golf Membership.” 2. Legacy Categories. The following categories of membership are not offered to new members at the Club; however, the Club is currently honoring certain memberships purchased in the Prior Club in these categories. a. Limited Golf Membership. Limited Golf Membership allows Limited Golf Members to use the Golf Facilities, the Social Facilities, and the Common Facilities and to attend Club sponsored events held at the Clubhouse, but will not be entitled to use the Spa (including, without limitation, the two (2) tennis courts, the pool, and the fitness center). Limited Golf Members will not be required to pay greens fees, but will be required to pay dues, guest fees, caddie fees, golf cart fees and all other fees and charges applicable to their use of the Club. In the prior Club, this category was referred to as the “Golf Membership.” b. Portfolio Membership. Up to four (4) condominium units and fractional interests in other condominium units in Eagle Tree Condominium adjacent to the Club may be part of the Ritz-Carlton Portfolio Club or Marriott Vacation Club Destinations Exchange Program (“Portfolio Club”). An Eagle Tree Condominium unit that is part Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 4 of 9 of the Portfolio Club is referred to as a “Portfolio Unit,” and an Eagle Tree Condominium unit fractional interest in a Portfolio Unit that is part of the Portfolio Club is referred to as a “Portfolio Unit Fraction.” A Portfolio Membership for the benefit of a Portfolio Unit is referred to as a “Full Portfolio Membership” and “Portfolio Membership” for the benefit of a Portfolio Unit Fraction is referred to as a “Fractional Portfolio Membership.” Full Portfolio Membership may be issued to a Portfolio Club with respect to a Portfolio Unit that it owns (provided that not more than four (4) Full Portfolio Memberships will be issued unless the Club Owner elects otherwise in its sole and absolute discretion) and a Fractional Portfolio Membership may be issued to a Portfolio Club with respect to one or more Portfolio Unit Fractions that it owns; provided that, in each case, the applicable Portfolio Club has paid the required non-refundable membership initiation fee then in effect for a Portfolio Membership. A Portfolio Unit or Portfolio Unit Fraction may not benefit from both a Portfolio Membership and the Eagle Tree Membership. The individuals staying in a Portfolio Unit or Portfolio Unit Fraction pursuant to The Ritz-Carlton Portfolio Membership Plan or the plan of the Marriott Vacation Club Destinations Exchange Program (each, a “Vacation Club Plan”) and that are allowed to use the Club pursuant to a Full Portfolio Membership or a Fractional Portfolio Membership are referred to as “Portfolio Users.” The Full Portfolio Membership and the Fractional Portfolio Membership will allow persons who stay in the Portfolio Unit or Portfolio Unit Fraction pursuant to the applicable Vacation Club Plan to use the Golf Facilities, the Spa, the Social Facilities, and the Common Facilities and to attend Club sponsored events held at the Clubhouse while in residence at the Portfolio Unit or Portfolio Unit Fraction pursuant to the applicable Vacation Club Plan. Portfolio Users will not be permitted to use the Club Facilities when not in residence in a Portfolio Unit or Portfolio Unit Fraction in accordance with the applicable Vacation Club Plan. Portfolio Members will be required to pay dues, green fees, guest fees, caddie fees, golf cart fees and all other fees and charges applicable to their use of the Club as provided in the applicable Membership Agreement. c. Eagle Tree Membership. The Eagle Tree Condominium Association, Inc., a Florida not-for-profit corporation (the “Association”) is the association of all owners of Club Homes and/or Club Home Interests in the Eagle Tree Condominium. Capitalized terms used in this paragraph but not defined in this Membership Plan have the meanings given in the Condominium Declaration (as such term is defined below). The Eagle Tree Membership is a category of privileges held by the Association on behalf of owners vested with legal title to a Club Home Interest in Eagle Tree Condominium adjacent to the Club. The Eagle Tree Membership includes all of the privileges afforded to such owners under Section 6.5 of the Condominium Declaration to use certain amenities of the Golf Club and such other use rights as Club Owner may agree to allow, subject to revocation in Club Owner’s sole discretion, from time to time. Such owners vested with legal title to a Club Home Interest will be allowed the same use of the non-golf facilities of the Club as the holders of Spa Memberships provided, however, each such owner may only make such use during such periods of time as such owner is in residence under his Club Home Interest at Eagle Tree Condominium subject to the same terms and conditions for use that are set forth in this Membership Plan, as well as the Rules, that are Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 5 of 9 applicable to Spa Memberships. The Eagle Tree Membership does not require an initiation fee from the Eagle Tree Condominium Association, Inc. but will require the payment of dues and all other fees and charges applicable to the use of the Club made by such owners. The failure of the Eagle Tree Condominium Association, Inc. to pay any fees, dues or charges shall subject all association members to discipline, including, without limitation, suspension, termination and expulsion. The Eagle Tree Membership does not grant any membership interest in the Club (or part thereof). The “Condominium Declaration” means the Declaration of Condominium of Eagle Tree Condominium, made by RBF, LLC, a Delaware limited liability company, recorded in ORB 15778, Page 22, Public Records of Palm Beach County, Florida as amended by First Amendment to Declaration of Condominium recorded in ORB 16701, Page 0914; Second Amendment to Declaration of Condominium recorded in ORB 17557, Page 0343; Third Amendment to Declaration of Condominium recorded in ORB 18273, Page 1853; Fourth Amendment to Declaration of Condominium recorded in ORB 18368, Page 1806; Fifth Amendment to Declaration of Condominium recorded in ORB 22312, Page 0102; Sixth Amendment to Declaration of Condominium recorded in ORB 22407, Page 1255; Seventh Amendment to Declaration of Condominium recorded in ORB 23100, Page 1845; Eighth Amendment to the Declaration of Condominium recorded in ORB 23137, Page 1369; Ninth Amendment to the Declaration of Condominium recorded in ORB 23269, Page 1278; and Tenth Amendment to the Declaration of Condominium recorded in ORB 23956, Page 0146, all recorded in the Public Records of Palm Beach County, Florida. The Eagle Tree Membership is not a Refundable Membership; as such term is defined below. The Eagle Tree Membership may not be resigned or terminated without the consent of the Club. d. Charter Membership. Charter Members are a very limited number of members that were admitted to the Prior Club as “Charter Members” and whose membership is being respected by the Club. Charter Members will be allowed to use the Club to the same extent as Full Golf Members and will not be required to pay any membership dues but will be required to pay all other fees and charges applicable to their use of the Club. e. Honorary Membership. The Club may issue Honorary Memberships to the club to such persons as the Club determines appropriate from time to time. These Honorary Memberships will be available on such terms and conditions as the Club determines appropriate, and will not count toward any membership limit. Honorary Members may have the same privileges as Full Members and may, or may not pay the same fees and charges as Full Members. Honorary Members will not be obligated to pay dues unless the Club is every converted into an equity, member owned club. 3. Refund of Membership Deposit. a. Generally. None of the memberships in the Club issued by the Club Owner include refundable initiation fees or refundable membership deposits. However, some of the memberships in the Prior Club did include refundable membership, and Club Owner Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 6 of 9 will honor certain of those memberships at the Club. refundable membership deposit. The refundability of any such refundable membership deposit is subject to the terms and conditions in the applicable Membership Agreements, this Membership Plan and the Rules, as they each may be hereafter amended from time to time. b. Definitions. In order to aid in the explanation of the refund process, we refer in this Membership Plan to a membership that original included a refundable membership deposit and which membership is now subject to refund from the Club Owner as a “Refundable Membership,” and the member owing a Refundable Membership is referred to as a “Refundable Member.” c. Refund Process. The membership deposit of a Refundable Member will be refunded as follows, unless otherwise set forth in the Membership Agreement: i. Refundable Members Who Resign Prior to Thirty Years. A Refundable Member who resigns less than thirty (30) years after joining the Club will receive a refund when the resigned Refundable Membership is reissued by the Club to a new member. The amount of the refund will be the amount of the membership deposit previously paid by the resigning Refundable Member, without interest. A Refundable Membership is deemed reissued in accordance with subsection (d) below. ii. Refundable Members Who Continue Their Membership for Thirty Years. A Refundable Member who continues to remain a member in good standing for thirty (30) years after joining the Club will receive a refund thirty (30) years after the member joined the Club. The amount of the refund will be the amount f the membership deposit previously paid by the member, without interest. The member or the member’s estate will not receive any additional refund when the membership is eventually resigned or deemed reissued by the Club to a new member, or acquired by a spouse of the member. A Refundable Member who continues to be a member for thirty years and receives a refund of the membership deposit may elect to continue his or her membership at the end of the 30-year period. The Refundable Member will be obligated to continue to pay the then current membership dues, fees and charges associated with his category of membership. iii. Portfolio Membership. The refund of the membership deposit, if any, for a Portfolio Membership will be as set forth in their respective Membership Agreements. d. Reissuance of a Resigned Membership. As stated above, none of the memberships in the Club issued by the Club Owner include refundable initiation fees or refundable membership deposits. Therefore, a Refundable Membership will never be reissued. However, for purposes of determining when a Refundable Member is entitled to Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 7 of 9 receive a refund of his or her membership deposit in accordance with the preceding subsection (c), a resigned Refundable Membership will be deemed to be reissued in accordance with the following provisions and under no other circumstance will a resigned Refundable Membership be deemed to have been reissued: i. Process. Each resigned Refundable Membership will be placed on a waiting list and will be deemed reissued on a first-assigned, first-issued basis as follows: 1. As long as the Club has a previously unissued membership or resigned Non-Refundable Membership available for sale in the resigned Refundable Member’s category of membership, provided there is a resigned Refundable Membership on the waiting list, every fifth (5th) membership issued in that category will be a deemed reissuance of a resigned Refundable Membership from the waiting list (the other four (4) memberships being from the Club’s unissued memberships). This procedure allows the deemed reissuance of resigned memberships prior to the issuance of all memberships in the Club and notwithstanding that no new refundable memberships are in fact being issues. 2. If the Club does not have an unissued membership or resigned NonRefundable Memberships available for sale in the resigned member’s category of membership, then, provided and so long as there is a resigned Refundable Membership on the waiting list, each membership issued in that category will be deemed to be the reissuance of a resigned Refundable Membership. ii. Resignation Lists. There will be one (1) waiting list for Full Golf Memberships and Limited Golf Memberships. The Club will maintain separate waiting lists for the reissuance of resigned Fractional Golf Memberships and Spa Memberships. A resigned Full Portfolio Membership that is not reissued to the subsequent purchaser or new owner of the Portfolio Unit in accordance with the Portfolio Membership Agreement will be placed on the Fractional Membership waiting list and treated as eight (8) Fractional Memberships. A resigned Fractional Portfolio Membership that is not reissued to the subsequent purchaser or new owner of the Portfolio Unit Fraction in accordance with the Portfolio Membership Agreement will be placed on the Fractional Membership waiting list and will be reissued as a Fractional Membership. If a Refundable Member who owns real estate in the Eagle Tree Condominium sells or transfers his or her property, the Club, in its sole discretion, may decide whether or not to invite the purchaser or new owner of the property to become a member. If the purchaser or new owner is invited for membership and the seller of the property resigns his or her Refundable Membership to the Club, the purchaser or new owner of the property shall go to the top of the waiting Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 8 of 9 list to acquire a membership. and acquire the resigned Refundable Membership from the Club at the then current membership price for the resigning Refundable Member’s category of membership. iii. No Non-Legacy Refunds. For the avoidance of doubt, notwithstanding that the issuance of a certain membership may be a deemed reissuance of a Refundable Membership such issued membership will not be refundable in fact and the applicable member will not be entitled to receive any refund whatsoever. The purpose of deeming the issuance of a membership to be the reissuance of a Refundable Membership is solely for the purpose of determining the time when such original Refundable Member is entitled to receive his or her refund. e. Prorations of Current Dues and Fees upon Reissuance. If a Refundable Membership is deemed reissued during a membership year, the resigned Refundable Member shall not be entitled to a refund of a pro rata portion of any dues and other fees paid in advance for which services have yet to be rendered. No refund will be paid to non-refundable members either. 4. Legacy Pledges. As provided in the Membership Plan, a member may not pledge, hypothecate or otherwise transfer his or her membership. However, the Prior Plan did allow pledges in certain circumstances. The following provisions apply to Refundable Memberships that were pledged in accordance with the Prior Plan as collateral for a purchase money loan for the membership deposit or initiation fee required by such Refundable Membership: a. If the Refundable Member is in default on the payments to the lender that has financed a membership deposit or initiation fee after the applicable cure period, and the lender provides written notice to the Club Owner and the member of such default and the amount owed the lender by the member (“Default Amount”), the membership will, at the election of the Club Owner, be deemed to be resigned. In the case of a Refundable Membership, upon reissuance of the membership, the Club will pay to the lender the Default Amount to the extent of the refund due the member upon reissuance of membership, subject to subsection 3(f) above. If the refund due the Refundable Member upon reissuance of the membership exceeds the Default Amount, the Club will pay the excess to the Refundable Member. The Refundable Member agrees that the Club may rely exclusively on the written notice from the lender, and shall have no obligation to determine if the Refundable Member is in fact in default in his or her loan obligations to the lender or if the Default Amount is correct. The Club shall not have any obligation to pay to the lender any amount in excess of the amount due a Refundable Member upon reissuance of membership or pay to the lender any amount after resignation of a Non-Refundable Member. The lender shall not have any rights with respect to the membership or the right to resell the membership other than such right to receive payment after reissuance of the membership by the Club in accordance with this Membership Plan. Case 9:13-cv-80456-KAM Document 1-7 Entered on FLSD Docket 05/03/2013 Page 9 of 9 b. If the Prior Club Owner, or Prior Club financed the Refundable Membership purchase by the Refundable Member, terms for the membership financing and provisions governing remedies of the Club in the event of default by the member and refund to the Refundable Member after resignation and prior to full payment of the loan were set forth in the Promissory Note or Membership Agreement for the member. The Club Owner will own certain of those Promissory Notes or Membership Agreements. 5. Relationship with Prior Club. Club Owner acquired the Club Facilities from RBF, LLC (the “Prior Owner”). The Club Owner did not acquire the stock of the Prior Owner or merge with the Prior Owner. The Club Owner is not the successor of the Prior Owner and the Club is not the continuation of the Prior Club. As such, no member of the Prior Club has any rights against the Club Owner or in and to the Club, and the Club Owner has no obligations to any member of the Prior Club, of any kind or nature because of (a) such members membership in the Prior Club or other agreements with the Prior Owner or any other entity or person, including, without limitation, the Ritz-Carlton Management Company, LLC (the “Prior Property Manager”) or the Ritz-Carlton Hotel Company, LLC (the “Prior Property Subcontractor Manager”), (b) any injury, accident or other incident that occurred at or in relation to the Prior Club, or (c) any other reason whatsoever. As noted above, however, the Club Owner will honor certain memberships in the prior Club and certain obligations for refundable membership deposits, in each case, solely to the extent of Club Owners express agreements do so and in each case, subject to the applicable Membership Agreements, this Membership Plan and the Rules, each as may be amended from time to time.