MASTER LICENSE AGREEMENT
This Master Vacation License Agreement (the "Agreement") is
made this _____ day of __________, 1996, by and among Decade
Properties, Inc., a Wisconsin corporation ("DPI"), and Charthouse
Suites Vacation Ownership, Inc., a Florida corporation
("Charthouse").
WHEREAS, DPI is the owner in fee simple of the real property
described on Exhibit A attached hereto, which includes the
Charthouse Suites Hotel (the "Property"), and pursuant to the
terms and conditions set forth below, will enter into this
Agreement to license use of the Charthouse Suites Hotel and the
services noted herein on the terms and conditions specified
herein; and
WHEREAS, by this Agreement the parties seek to implement the
general principle that Charthouse will have the right to sell
Charthouse Suites Vacation Investment and Ownership Interests
("Interests"), as described in both the Charthouse Suites
Vacation License Plan, dated __________, 1996, and the
prospectus, as may be amended from time to time, for the
Interests, and furthermore, that DPI will be taxed for receipt of
funds under this Agreement only upon the earlier of the date of
receipt of cash from Charthouse in payment of its obligations
hereunder or the date whereby services pursuant to this Agreement
are provided to Charthouse.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree to allow Charthouse
use of the Property, as specified below.
I. Assignment of Master License
1.1. DPI will have the right to sole exclusive use or
rental of the Property until Charthouse indicates that it intends
to sell an Interest at which point the 8 unit weeks of a
particular category of hotel suite for the respective category or
type Interest will be reserved for the specific Unit Weeks (as
defined in the Charthouse Suites Vacation License Plan) provided
that DPI retains the exclusive use of the specific suites on the
dates shown on Exhibit B (which total 4-5 weeks a year for each
hotel suite). At such time DPI receives a notice from
Charthouse, DPI will reserve a hotel suite of the category
specified in a written notice from Charthouse, and Charthouse
agrees to pay DPI for the use of the hotel suite and the services
provided herein on the terms set forth in Section 1.4. DPI also
agrees to provide services to Charthouse and be compensated for
such services, as set forth in the Property Management Agreement,
dated __________, 1996.
1.2. Charthouse agrees not to sell Interests during the
weeks identified as DPI weeks on Exhibit B, which shall remain
the sole property of DPI, provided, however, that DPI reserves
the right to allow Charthouse to sell rental or use of the hotel
suite for such unit weeks at its sole discretion or to exchange
such weeks for other weeks with DPI's permission, which may be
withheld for any reason. Charthouse agrees that it will acquire
no rights to use or occupy the marina on the Property.
1.3. Upon the sale of an Interest, DPI agrees to assist
Charthouse in complying with the terms of the Charthouse Suites
Vacation License Plan, dated __________, 1996.
1.4. Upon receipt of a notice that Charthouse intends to
sell an Interest, Charthouse agrees to pay DPI for the license
and services offered herein in accordance with the terms shown on
Exhibit C attached hereto.
II. Maintenance Obligation
2.1. DPI agrees to be responsible for the maintenance,
repair and replacement of the Property, including the Charthouse
Suites Hotel, and to maintain the Property at its current or
superior state. DPI will also provide front desk and reservation
services. Charthouse agrees to pay for its pro rata share of the
costs of maintenance, repair, replacement and common expenses,
based upon Unit Weeks as set forth in the Charthouse Suites
Vacation License Plan or such other agreements. Charthouse
agrees to operate the Property in accordance with the Rules and
Regulations. Such Rules and Regulations may be amended with the
consent of DPI, which shall not be unreasonably withheld.
Charthouse may also obtain, maintain and enforce policies of
insurance on the Property.
III. Termination
3.1. Notwithstanding any provision in any instrument, in
the event that less than 76 Interests, of any type, are sold by
Charthouse as of December 31, 1997, DPI shall have the right to
cancel this Agreement and refund amounts in accordance with
Exhibit C attached hereto.
3.2. This Agreement shall also terminate upon the earlier
of:
a. December 31, 2050; or
b. the date when Interests are held by no one other
than DPI or an affiliate, provided that this provision shall
not become effective until at least one Interest has been
purchased by a person other than DPI.
IV. Partition
4.1. No party or any other person or entity acquiring any
right, title or interest in a License shall be entitled to seek
or obtain, through any legal procedures, judicial partition of
the Property or sale of the Property in lieu of partition. It is
understood that the License interest does not constitute real
estate.
V. DPI's Interest
5.1. DPI's remainder interest is all interests in the
property, excluding the license granted to Charthouse to use the
Property pursuant to this Agreement which terminates on December
31, 2050 or such earlier date as provided above (the "Remainder
Interest").
5.2. The Remainder Interest is transferable by DPI in its
sole and absolute discretion. The holder of the Remainder
Interest shall have the following rights under the Agreement:
a. To enforce all provisions of the Agreement against
holders of Interests and Charthouse, including, but not
limited to, through an action for specific performance.
b. To be named as an additional insured under all
insurance policies as its interest may appear.
c. To be entitled to share in any award under a
condemnation proceeding as its interest may exist.
d. The consent of the holder of the Remainder
Interest shall be required for any termination of the Plan,
any amendment that adversely affects its interests and any
amendment of this Article.
5.3. In any litigation brought by the holder of the
Remainder Interest, the holder of the Remainder Interest shall be
entitled to recover its costs and attorneys' fees in the event it
is the successful party, including such costs and fees on appeal.
5.4. Notwithstanding the existence of the Remainder
Interest, the Licensees shall be responsible for all Common
Expenses and taxes for the Property without any right of
contribution against the holder of the Remainder Interest.
5.5. Except for the right to occupy hotel suites and
receive the services offered hereunder, no license or rights
under any other trademark, trade name, or trade dress or any
other property right of DPI is granted by this Agreement.
VI. Amendment and Non-Waiver
6.1. This Agreement may not be altered or amended nor any
rights hereunder be waived, except by an instrument in writing
executed by the party or parties to be charged with such
amendment or waiver.
6.2. No waiver of any term, provision or condition of this
Agreement or failure to exercise any right, power or remedy or
failure to enforce any provision of this Agreement, in any one or
more instances, shall be deemed to be a further or continuing
waiver of any such term, provision or condition or as a waiver of
any other term, provision or condition or enforcement right of
this Agreement or deemed to be an impairment of any right, power
or remedy or acquiescence to any breach.
VII. Miscellaneous
7.1. This Agreement and the transactions contemplated
hereby shall be construed in accordance with and governed by the
internal laws of the State of Florida.
7.2. This Agreement and the documents referred to herein
constitute the entire understanding of the parties hereto with
respect to the subject matter hereof, superseding all
negotiations, prior discussions and prior agreements and
understandings relating to such subject matter.
7.3. Charthouse may not assign its rights or delegate any
of its duties under this Agreement without prior written consent
of DPI. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective
successors and assigns. Nothing contained in this Agreement,
express or implied, is intended to confer upon any third party
any benefits, rights or remedies.
7.4. If any provision of this Agreement shall be held to be
invalid, unenforceable or illegal in any jurisdiction under any
circumstances for any reason, (i) such provision shall be
reformed to the minimum extent necessary to cause such provision
to be valid, enforceable and legal land preserve the original
intent of the parties, or (ii) if such provision cannot be so
reformed, such provision shall be severed from this Agreement.
Such holding shall not affect or impair the validity,
enforceability or legality of such provision in any other
jurisdiction or under any other circumstances. Neither such
holding nor such reformation or severance shall affect or impair
the legality, validity or enforceability of any other provisions
of this Agreement to the extent that such other provision is not
itself actually in conflict with any applicable law.
7.5. All titles and headings have been inserted solely for
the convenience of the parties and are not intended to be a party
of this Agreement or to affect its meaning or interpretation.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers as of this _____
day of __________, 1996.
DECADE PROPERTIES, INC.
By: ____________________________
Its: ___________________________
CHARTHOUSE SUITES VACATION
OWNERSHIP, INC.
By: ____________________________
Its: ___________________________
EXHIBIT A
CHARTHOUSE SUITES HOTEL REAL PROPERTY DESCRIPTION
EXHIBIT B
DECADE PROPERTIES, INC. RETAINED WEEKS
EXHIBIT C
PAYMENT TERMS
Upon sale of an Interest (and after the 10 day cancellation
period has passed) Charthouse agrees to pay DPI the following
amounts within 10 days of receipt of any payments for any
Interests (as set forth in the prospectus):
(1) If an Interest is paid in full [73]% of the amounts
received by Charthouse; or
(2) If payments are made on an installment basis, 50% of
all Interest payments received by Charthouse within 12
months of when DPI has initially sold the Interest, and
thereafter 84% of all Interest payments received by
Charthouse. If Charthouse desires to retain an
Interest even after a Holder has defaulted on his
payments, Charthouse shall be required to pay DPI 84%
of the minimum payment for an Interest, based upon its
normal installment payment.
