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EXHIBIT 10.4
MASTER CLUB AGREEMENT
THIS MASTER CLUB AGREEMENT (this "Agreement") is entered into as of
the 28th day of March 1990, by and between Master Endless Escape Club, a Texas
non-profit corporation (the "Master Club"), and Ozark Mountain Resort Club, a
Missouri non-profit corporation, Holiday Hills Resort Club, a Missouri
non-profit corporation, The Xxxxx Lake Club, a Texas non-profit unincorporated
association, The Villages Condoshare Association, a Texas non-profit
unincorporated association, The Villages Club, an unincorporated association,
Piney Shores Club, a Texas non-profit unincorporated association, and Hill
Country Resort Condoshare Club, a Texas non-profit unincorporated association
(collectively the "Clubs" and individually a "Club").
R E C I T A L S:
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WHEREAS, Ascension Resorts, Ltd., a Texas limited partnership
("Ascension"), owns and operates six (6) resorts, four (4) of which are located
in Texas and are known as Xxxxx Lake Ranch, The Villages, Piney Shores Resort
and Hill Country Resort and two (2) of which are located in Missouri and are
known as Ozark Mountain Resort and Holiday Hills Resort (collectively the
"Resorts" and individually a "Resort"); and
WHEREAS, Ascension has created and established a program referred to
as the Endless Escape Program (the "Program") pursuant to which each member of
the Clubs is entitled, at no additional charge, (i) to vacation at each
member's respective Resort more frequently and, under certain circumstances,
during use periods not already owned by that member, and (ii) to vacation at
the other Resorts owned by Ascension and participating in the Program; and
WHEREAS, Ascension created the Master Club for the purpose of
implementing and administering the Program and more efficiently managing the
various Resorts owned by Ascension which participate in the Program; and
WHEREAS, each respective Club acknowledges and agrees that the Program
and this Agreement are to its benefit and advantage; and
WHEREAS, the Clubs and the Master Club desire to enter into this
Agreement in order to set forth the responsibilities and duties of the Master
Club;
NOW, THEREFORE, in order to carry out the desire of the Clubs and the
Master Club, and for and in consideration of Ten and No/100 Dollars ($10.00),
the covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Clubs and the Master Club hereby covenant and agree as follows:
1. The Master Club shall have the following responsibilities and
duties for the benefit of all Clubs:
(a) create and maintain a centralized reservation system
for all Resorts;
(b) achieve cost savings by purchasing goods and services
for all Resorts as a group rather than having each Resort
purchase its goods and services on an individual basis;
(c) arrange for centralized management of the entire
resort system;
(d) provide accounting, legal and other administrative
services for the entire resort system;
(e) implement and administer the Program in accordance
with the rules and regulations of the Program; and
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(f) pay all costs and expenses incurred at each Resort
individually as well as any system-wide costs and expenses.
2. In order to enable the Master Club to perform the responsibilities and
duties described hereinabove, each Club agrees to pay to the Master
Club the following amounts as a fee to the Master Club for the services
rendered by the Master Club for the benefit of each Club: (i) all dues,
assessments, late charges and other amounts levied against and
collected from its respective members pursuant to the Declaration of
Restrictions, Covenants and Conditions and the By-Laws of such
respective Club, plus (ii) all other income generated by its respective
Resort. The Master Club will use its fee collected from the Clubs to
pay (i) the individual common expenses of each Resort, and (ii) the
system-wide costs and expenses of administering and maintaining the
Program and operating and managing the Resorts including, but not
limited to, expenses for accounting, legal services, administration,
payroll, and management of the entire resort system.
3. This Agreement shall be in full force and effect in perpetuity.
Notwithstanding the foregoing, however, this Agreement shall be
terminated upon the cessation of legal existence of the Master Club or,
alternatively, of all of the Clubs, and the surviving party or parties,
if any, shall in such event have no further obligations hereunder.
4. This Agreement inures to the benefit of, and is binding upon, the
Master Club and each of the Clubs and their respective successors,
legal representatives and assigns.
5. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument, and all such
counterparts shall be deemed one and the same instrument.
MASTER CLUB:
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MASTER ENDLESS ESCAPE CLUB,
a Texas non-profit corporation
By: /s/XXXXXX XXXXXXXXX
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Its: President
CLUBS:
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OZARK MOUNTAIN RESORT CLUB, a
Missouri non-profit corporation
By: /s/XXXXXX XXXXXXXXX
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XXXXXX XXXXXXXXX, Director
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Director
By: /s/XXXXXXX XXXXXXXX
----------------------------------
XXXXXXX XXXXXXXX, Director
By: /s/XXXXX XXXXX
----------------------------------
XXXXX XXXXX, Director
By: /s/XXX XXXXX
----------------------------------
XXX XXXXX, Director
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HOLIDAY HILLS RESORT CLUB, a
Missouri non-profit corporation
By: /s/XXXXXX XXXXXXXXX
----------------------------------
XXXXXX XXXXXXXXX,Director
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Director
By: /s/XXXXX XXXXX
----------------------------------
XXXXX XXXXX, Director
By: /s/XXXXXXX XXXXXXX
----------------------------------
XXXXXXX XXXXXXX, Director
By: /s/XXX XXXXXXXXX
----------------------------------
XXX XXXXXXXXX, Director
THE XXXXX LAKE CLUB, a Texas non-
profit unincorporated association
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Governor
By: /s/XXXXXXX XXXX
----------------------------------
XXXXXXX XXXX, Governor
By: /s/XXX XXXX
----------------------------------
XXX XXXX, Governor
By: /s/XXXX XXXX
----------------------------------
XXXX XXXX, Governor
By: /s/XXXXXXX XXXXX
----------------------------------
XXXXXXX XXXXX, Governor
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THE VILLAGES CONDOSHARE
ASSOCIATION, a Texas non-profit
unincorporated association
By: /s/XXXXXX XXXXXXXX
----------------------------------
XXXXXX XXXXXXXX, Director
By: /s/XXXX XXXXXXX
----------------------------------
XXXX XXXXXXX, Director
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Director
By: /s/XXXXXXX XXXXX
----------------------------------
XXXXXXX XXXXX, Director
By: /s/XXXX XXXX
----------------------------------
XXXX XXXX, Director
THE VILLAGES CLUB, an
unincorporated association
By: /s/XXXX XXXXXXX
----------------------------------
XXXX XXXXXXX, Governor
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Governor
By: /s/XXXXX XXXXX
----------------------------------
XXXXX XXXXX, Governor
By: /s/XXXX XXXX
----------------------------------
XXXX XXXX, Governor
By: /s/XXXXX XXXXXX
----------------------------------
XXXXX XXXXXX, Governor
PINEY SHORES CLUB, a Texas non-
profit unincorporated association
By: /s/XXXXXX XXXXXX
----------------------------------
XXXXXX XXXXXX, Governor
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX,Governor
By: /s/XXXXX XXXXXXXX
----------------------------------
XXXXX XXXXXXXX, Governor
By: /s/XXXXX X. XxXXXXXXX
----------------------------------
XXXXX XxXXXXXXX, Governor
By: /s/XXXX XXXX
----------------------------------
XXXX XXXX, Governor
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HILL COUNTRY RESORT CONDOSHARE
CLUB, a Texas non-profit
unincorporated association
By: /s/XXXX XXXXXXXXX
----------------------------------
XXXX XXXXXXXXX, Governor
By: /s/XXXXX XXXXXXXXXX
----------------------------------
XXXXX XXXXXXXXXX, Governor
By: /s/XXXXXXXX XXXXX
----------------------------------
XXXXXXXX XXXXX, Governor
By: /s/XXXX XXXXXX
----------------------------------
XXXX XXXXXX, Governor
By: /s/XXXX XXXX
----------------------------------
XXXX XXXX, Governor
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