MEMBERSHIP PLAN / MEMBERSHIP APPLICATION / SKI PASS APPLICATION. Welcome to the club.

Transcription

1 MEMBERSHIP PLAN / MEMBERSHIP APPLICATION / SKI PASS APPLICATION Welcome to the club.

2 CONTENTS SECTION I MEMBERSHIP PLAN Introduction Facilities Categories of Memberships Memberships Benefits and Privileges Business Entities as Members Membership Deposit No Equity Ownership Dues, Fees and Charges Transfer of Membership Resignation Death of a Member Separation and Divorce Modification of Membership Plan Information Representations Transfer of Club Facilities Termination of Club Employees General Public No Third Party Beneficiaries SECTION II MEMBERSHIP APPLICATION Membership Application SECTION III SKI PASS APPLICATION Ski Pass Application Telluride Ski & Golf Club

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4 MEMBERSHIP PLAN 1. INTRODUCTION This Membership Plan sets forth the conditions of membership, description of facilities, and privileges associated with Silver, Gold and Platinum Memberships in the Telluride Ski & Golf Club (the Club ). This Membership Plan amends, restates and supersedes all prior membership plans for Silver, Gold and Platinum Members. 2. FACILITIES All facilities available for use by the Club are owned and operated by either TSG Ski & Golf, LLC ( TSG ), a Delaware limited liability company, or The Peaks Resort and Golden Door Spa ( The Peaks ) TSG Facilities. The TSG Facilities include an eighteen hole golf course with appurtenant facilities, including a driving range, putting and chipping greens (the Golf Course ), a men s locker room, a women s locker room, a cocktail bar and lounge social area with outside deck, and a golf pro shop. The TSG Facilities also include Allred s Restaurant, located adjacent to the Station St. Sophia gondola station The Peaks Facilities and Services. The Peaks Facilities and services include the following, all located in The Peaks: The Peaks Sports Facilities SWIMMING POOLS. Two swimming pools JACUZZIS. One men s only Jacuzzi, one women s only Jacuzzi and several co-ed Jacuzzis STEAM ROOM. One men s only steam room, one women s only steam room and one co-ed steam room WEIGHT ROOM. One weight room EXERCISE ROOM. Two exercise/aerobic workout rooms TENNIS COURTS. Several standard size tennis courts RACQUETBALL COURT. One racquetball court SQUASH COURT. One squash court. MEMBERSHIP PLAN Effective Date: November 1, SAUNAS. One men s only sauna, one women s only sauna and one co-ed sauna CLIMBING WALL. One co-ed climbing wall The Peaks Spa Facilities and Services. Personal spa services, including massages, facials, beauty salon, herbal and mud treatments, pedicures, manicures and other personal and associated services that The Peaks may choose to offer to users at its sole discretion ( Spa Facilities and Services ) Skiing. TSG controls and operates the Telluride Ski Area ( Ski Area ) located in San Miguel County, Colorado. Although available to Members (as defined below) in accordance with this Membership Plan, the Ski Area is not a Club Facility Additional Facilities. TSG and The Peaks may add additional facilities to the Club at their sole discretion, but are under no obligation to do so Club Facilities. The TSG Facilities and The Peaks Facilities shall be collectively referred to as the Club Facilities Operation and Management of Club Facilities TSG Facilities. The TSG Facilities will be operated and managed by TSG directly or through its agents Ski Area. The Ski Area will be operated and managed by TSG directly or through its agents The Peaks Facilities. The Peaks Facilities will be operated and managed by The Peaks directly or through its agents. 1

5 Telluride Ski & Golf Club 3. CATEGORIES OF MEMBERSHIPS As of the effective date of this Membership Plan there are five primary categories of membership: (i) Platinum Memberships; (ii) Charter Memberships; (iii) Gold Memberships; (iv) Silver Memberships; and (v) Residential Condominium Memberships. Currently, only the Platinum and Silver membership categories are available for purchase. Residential Condominium Memberships are memberships developed to service the needs of owners of undivided interests in individual condominiums. Typically, a number of such owners own undivided interests in a single condominium and are in residence only for those periods of the year reserved in accordance with specified reservation policies and procedures. Beneficial User rights under a Residential Condominium Membership accrue to an owner of an undivided interest in a condominium unit only during said owner s periods of occupancy. One Residential Condominium Membership is composed of the number of undivided interests that equal whole ownership in a condominium unit. For purposes of this Membership Plan, the term Membership shall refer to any whole (i.e., unfractionalized) membership in the Club, and the term Member shall refer to any individual or entity that owns a Membership. At its sole discretion, TSG has the right to increase the number and types of categories of memberships to the extent and in any manner it deems appropriate. Nothing herein shall be construed to prevent or limit The Peaks right to sell any number of other memberships to use The Peaks Facilities as it may determine at its sole and absolute discretion. Nothing herein shall be construed to prevent or limit TSG s right to sell any number of other memberships to use the TSG Facilities as it may determine at its sole and absolute discretion. All applicants for Membership must be approved by the Club at its sole discretion Total Members. The total number of Memberships in the Club shall not exceed 550, except for Silver Memberships which are restricted to space available use of The Peaks Facilities and are restricted with respect to tee time reservations as set forth herein Change Of Category. If TSG (i) establishes additional categories of Membership and (ii) offers any or all existing Members the right to change to a new category of Membership, then a Member may change categories, provided a Membership in the new category is available, subject to the following terms and conditions: Application. The Member must submit an application to TSG requesting the change of category. TSG, at its sole discretion, may approve or deny any Member s request for a change in category Notification. If TSG approves a Member s request for a change in category, then TSG shall notify the Member of such approval Membership Deposit. On or before 21 days after TSG has notified a Member that his or her request for a change of category has been approved, the Member shall pay to TSG an amount equal to the difference between the Membership Deposit then in effect for the desired category minus the Membership Deposit previously paid by the Member. If the Member fails to pay the additional amount due for the Membership Deposit within the time frame set forth in the preceding sentence, then the approval of the change in category shall be deemed null and void. If the Membership Deposit for the desired category is less than the Membership Deposit previously paid by the member, then TSG shall have no obligation to repay any portion of the Membership Deposit except as set forth in paragraph and the provisions of paragraph shall apply. 4. MEMBERSHIP BENEFITS AND PRIVILEGES The membership privileges set forth in this Membership Plan apply to Silver, Gold and Platinum Memberships. Privileges and restrictions that apply to other categories of membership are set forth in separate agreements and membership plans pertaining to those memberships Silver Member Benefits and Privileges Golf RESERVATIONS. Subject to the provisions of this Membership Plan, Silver Members are entitled to reserve a maximum of two tee times per day 72 hours in advance of the first daily tee time. Platinum Members, as well as Charter Members, Gold Members, and beneficial users of Residential Condominium Memberships, are entitled to reserve a 2

6 MEMBERSHIP PLAN maximum of two tee times available per day 30 days in advance of the first daily tee time. Hotel Users are entitled to reserve up to fifty percent of the tee times each day 30 days in advance of the first daily tee time. TSG, The Peaks, all Members and members of the general public (subject to TSG s right to reduce or eliminate public play as set forth in paragraph 18) shall be entitled to reserve, at TSG s sole discretion, any available tee times on a first-come, first-served basis within 48 hours of the first daily tee time WEEKEND MORNINGS. Subject to the provisions of this Membership Plan, Silver Members may reserve tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m. 48 hours in advance of the first daily tee time. Platinum Members, Charter Members, Gold Members and beneficial users of Residential Condominium Memberships shall have the exclusive right, 30 days in advance, to reserve all tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m GREENS FEES. Silver Members receive a preferred greens fee rate equal to fifty percent (50%) of the full price greens fee rate, such discount not applicable to twilight, sunset or other discounted greens fee rates that may be offered by the Club (the Silver Preferred Greens Fee Rate ). In the event that such twilight, sunset or other discounted greens fee rates are less than the Silver Preferred Greens Fee Rate, then the Silver Member shall be charged the lesser greens fees rate GOLF TOURNAMENTS. At the Club s sole discretion, Silver Members may participate in Club-sponsored golf tournaments; however, Silver Members are not entitled to participate in the Club Championship Golf Tournament DRIVING RANGE. On those days that Silver Members have a reserved tee time, they shall have complimentary access to the driving range. On days that Silver Members do not have a tee time, they may access the driving range for a fee as determined by TSG from time to time at its sole discretion Allred s Restaurant. During the ski season, Silver Members and their accompanied Guests shall be entitled to exclusive lunchtime dining. During dinner times, Silver Members shall be entitled to make preferential reservations and be entitled to preferential seating. Except for the times that Allred s Restaurant s use is restricted to Members only, Allred s Restaurant may serve the public at TSG s discretion. In addition, TSG shall, at its discretion, allow non-member access to Allred s Restaurant to VIPs and other special guests of TSG during those hours that access is restricted to Members only The Peaks Facilities THE PEAKS SPORTS FACILITIES. Silver Members receive The Peaks Sports Facilities privileges as set forth in paragraph below; however, use of said facilities is subject to blackout periods based on space availability as determined by TSG from time to time at its sole discretion THE PEAKS SPA FACILITIES AND SERVICES. Silver Members receive Spa Facilities and Services privileges as set forth in paragraph below; however, use of said facilities is subject to blackout periods as determined by TSG from time to time at its sole discretion Ski Benefits. Silver Members shall receive annually two Ski Area season ski passes. Said ski passes are assignable annually to members of the Member s Immediate Family or Extended Family. Although the ski passes issued by TSG to Silver Members may be assigned, said ski passes may not be sold or conveyed for consideration of any type from Silver Members to ultimate end users. ANY VIOLATION OF THIS PROVISION WILL RESULT IN; (i) THE SUBJECT PASSES BEING VOIDED; (ii) THE REVOCATION OF THE SILVER MEMBER S RIGHT TO ANY ASSIGNABLE PASSES IN THE FUTURE; AND (iii) DISCIPLINARY ACTION IN ACCORDANCE WITH THE CLUB RULES AND REGULATIONS. At the beginning of each membership year (as defined in paragraph 8.1), each Silver Member shall designate the recipient of each season pass allocated to said Silver Member. Once a season ski pass is issued to a specific recipient, it may not be reissued to another recipient prior to the next membership year. Silver Members shall be entitled to purchase for Immediate Family members additional non-transferable season ski passes at a discount of 25 percent off of the full season ski pass price. Such discount shall not apply to any other discounted pass rate, including, without exception, early bird or early season discounts. Silver Members shall also be entitled to pre-purchase discounted individual day lift ticket booklets at discounts to be determined by TSG at its discretion. 3

7 Telluride Ski & Golf Club Membership Upgrade. A Silver Membership may be upgraded to a Platinum Membership at any time by the Silver Member making an additional membership deposit in an amount equal to the difference between the Membership Deposit that the Silver Member has already made and the amount of the Membership Deposit being charged for a Platinum Membership at the time of the upgrade. Such upgrade is conditioned on availability of Platinum Memberships at the time of the upgrade request and is subject to the prior approval of the Club Gold Member Benefits and Privileges Golf RESERVATIONS. Subject to the provisions of this Membership Plan, Gold Members, as well as Platinum Members, Charter Members and beneficial users of Residential Condominium Memberships, are entitled to reserve a maximum of two tee times available per day, 30 days in advance of the first daily tee time. Hotel Users (as defined in paragraph below) may reserve up to fifty percent of the tee times each day and up to 30 days in advance of the first daily tee time. Silver Members are entitled to reserve a tee time 72 hours in advance of the first daily tee time. TSG, The Peaks, all Members and members of the general public (subject to TSG s right to reduce or eliminate public play as set forth in paragraph 18) shall be entitled to reserve, at TSG s sole discretion, any available tee times on a first-come, first-served basis within 48 hours of the first daily tee time WEEKEND MORNINGS. Subject to the provisions of this Membership Plan, Gold Members, Platinum Members, Charter Members, and beneficial users of Residential Condominium Memberships shall have the exclusive right, 30 days in advance, to reserve all tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m. Silver Members may reserve tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m. 48 hours in advance of the first daily tee time NO GREENS FEES. Gold Members are entitled to use the Golf Course without being charged greens fees GOLF TOURNAMENTS. Gold Members are entitled to participate in any or all Club-sponsored golf tournaments. Fees may be charged to Gold Members for any or all Club-sponsored golf tournaments DRIVING RANGE. Gold Members are entitled to use the driving range free of charge at any time that it is open PRO SHOP DISCOUNT. Gold Members are entitled to a discount on all merchandise in the Club pro shop. The amount of the discount shall be determined annually by TSG at its sole discretion EXTENDED FAMILY AND MEMBER GUEST DISCOUNT. Gold Members Extended Families and Guests shall receive a discount on greens fees. The amount of the discount shall be determined annually by TSG at its sole discretion Allred s Restaurant. Gold Members do not receive any Club privileges at Allred s Restaurant The Peaks Facilities THE PEAKS SPORTS FACILITIES. Gold Members receive The Peaks Sports Facilities privileges as set forth in paragraph below THE PEAKS SPA FACILITIES AND SERVICES. Gold Members receive The Peaks Spa Facilities and Services privileges as set forth in paragraph below Social Events. Gold Members may not be able to participate in certain social events Ski Benefits. Gold Members shall receive annually two Ski Area season ski passes. Said ski passes are assignable annually to members of the Member s Immediate Family or Extended Family. Notwithstanding the previous sentence, Gold Members with Memberships effective before December 1, 2001 may annually assign their ski passes to anyone. Although the ski passes issued by TSG to Gold Members may be assigned, said ski passes may not be sold or conveyed for consideration of any type from Gold Members to ultimate end users. ANY VIOLATION OF THIS PROVISION WILL RESULT IN; (i) THE SUBJECT PASSES BEING VOIDED; (ii) THE REVOCATION OF THE GOLD MEMBER S RIGHT TO ANY ASSIGNABLE PASSES IN THE FUTURE; AND (iii) DISCIPLINARY ACTION IN ACCORDANCE WITH THE CLUB 4

8 MEMBERSHIP PLAN RULES AND REGULATIONS. At the beginning of each membership year, each Gold Member shall designate the recipient of each season pass allocated to said Gold Member. Once a season ski pass is issued to a specific recipient, it may not be reissued to another recipient prior to the next membership year. Gold Members shall be entitled to purchase for Immediate Family members additional non-transferable season ski passes at a discount of 25 percent off of the full season ski pass price. Such discount shall not apply to any other discounted pass rate, including, without exception, early bird or early season discounts. Gold Members shall also be entitled to pre-purchase discounted individual day lift ticket booklets at discounts to be determined by TSG at its discretion Platinum Member Benefits and Privileges Golf RESERVATIONS. Subject to the provisions of this Membership Plan, Platinum Members, as well as Gold Members, Charter Members and beneficial users of Residential Condominium Memberships, are entitled to reserve a maximum of two tee times available per day, 30 days in advance of the first daily tee time. Hotel Users (as defined in paragraph below) may reserve up to fifty percent of the tee times each day and up to 30 days in advance of the first daily tee time. Silver Members are entitled to reserve a tee time 72 hours in advance of the first daily tee time. TSG, The Peaks, all Members and members of the general public (subject to TSG s right to reduce or eliminate public play as set forth in paragraph 18) shall be entitled to reserve, at TSG s sole discretion, any available tee times on a first-come, first-served basis within 48 hours of the first daily tee time WEEKEND MORNINGS. Subject to the provisions of this Membership Plan, Platinum Members, as well as Gold Members, Charter Members, and beneficial users of Residential Condominium Memberships shall have the exclusive right, 30 days in advance, to reserve all tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m. Silver Members may reserve tee times occurring on Saturday and Sunday mornings from 8:01 a.m. until 10:30 a.m. 48 hours in advance of the first daily tee time NO GREENS FEES AND NO CART FEES. Platinum Members are entitled to use the Golf Course without being charged greens fees and without being charged cart fees GOLF TOURNAMENTS. Platinum Members are entitled to participate in any or all Club-sponsored golf tournaments. Fees may be charged to Platinum Members for any or all Club-sponsored golf tournaments DRIVING RANGE. Platinum Members are entitled to use the driving range free of charge at any time that it is open PRO SHOP DISCOUNT. Platinum Members are entitled to a discount on all merchandise in the Club pro shop. The amount of the discount shall be determined annually by TSG at its sole discretion EXTENDED FAMILY AND MEMBER GUEST DISCOUNT. Platinum Members Extended Families and Guests shall receive a discount on greens fees. The amount of the discount shall be determined annually by TSG at its sole discretion Allred s Restaurant. During the ski season, Platinum Members and their accompanied Guests shall be entitled to exclusive lunchtime dining. During dinner times, Platinum Members shall be entitled to make preferential reservations and be entitled to preferential seating. Except for the times that Allred s Restaurant s use is restricted to Members only, Allred s Restaurant may serve the public at TSG s discretion. In addition, TSG shall, at its discretion, allow non-member access to Allred s Restaurant to VIPs and other special guests of TSG during those hours that access is restricted to Members only Social Events. Platinum Members shall be entitled to participate in all social events as organized from time to time by the Director of Club Membership but as determined at TSG s sole discretion. Fees may be applicable to certain social events Ski Benefits. Platinum Members shall receive annually two transferable Ski Area season ski passes. Although the ski passes issued by TSG to Platinum Members may be transferred, said ski passes may not be sold or conveyed for consid- 5

9 Telluride Ski & Golf Club eration of any type from Platinum Members to ultimate end users. ANY VIOLATION OF THIS PROVISION WILL RESULT IN; (i) THE SUBJECT PASSES BEING VOIDED; (ii) THE REVOCATION OF THE PLATINUM MEMBER S RIGHT TO ANY TRANSFERABLE PASSES IN THE FUTURE; AND (iii) DISCIPLINARY ACTION IN ACCORDANCE WITH THE CLUB RULES AND REGULATIONS. Platinum Members shall be entitled to purchase additional transferable season ski passes at a price to be determined annually by TSG at its sole discretion. Platinum Members shall be entitled to purchase for Immediate Family members additional non-transferable season ski passes at a discount of 25 percent off of the full season ski pass price. Such discount shall not apply to any other discounted pass rate, including, without exception, early bird or early season discounts. Platinum Members shall also be entitled to pre-purchase discounted individual day lift ticket booklets at discounts to be determined by TSG at its discretion The Peaks Facilities THE PEAKS SPORTS FACILITIES. Platinum Members receive The Peaks Sports Facilities privileges as set forth in paragraph below THE PEAKS SPA FACILITIES AND SERVICES. Platinum Members receive The Peaks Spa Facilities and Services privileges as set forth in paragraph below, and may receive discounts on certain spa services as determined annually by TSG at its discretion Charter Member Benefits and Privileges. Charter Members shall receive the benefits and privileges afforded to them pursuant to separate agreements and membership plans pertaining to those memberships General Membership Privileges and Conditions. The following general privileges and conditions shall apply to all Members unless specifically indicated otherwise in paragraphs 4.1 through 4.4 above: Golf. If any or all of the provisions regarding the use of the Golf Course are not workable as determined by TSG at its sole discretion, TSG may modify any such provisions as it deems appropriate TEE TIME RESERVATIONS - TSG. Nothing in this Membership Plan to the contrary withstanding, TSG, at its sole discretion, shall have the right to reserve tee times, at any time, for use by individuals, groups, tournaments and shot gun tournaments TEE TIME RESERVATIONS - HOTEL USERS. Hotel Users shall be entitled to reserve up to 50 percent of the tee times available per day. Hotel Users may make their reservations after seven days prior to the first daily tee time. Hotel Users shall have the exclusive right to schedule all tee times on Saturdays and Sundays from 7:00 a.m. until 8:00 a.m. and the further exclusive right to schedule a nine hole only tee time starting from the tenth tee from 7:00 a.m. until 8:30 a.m. on such days. Hotel Users shall only mean those persons designated by TSG associated with and/or renting rooms in certain hotels designated by TSG NON-PRIORITY TEE TIME RESERVATIONS - GENERAL PUBLIC. At TSG s sole discretion, TSG may allow any person, including members of the general public (subject to TSG s right to reduce or eliminate public play as set forth in paragraph 18), who is not otherwise accommodated, to reserve a maximum of one tee time per day at any time within 48 hours prior to the first daily tee time. Such person may reserve such available tee time on a first-come, first-served basis MAXIMIZE USE. TSG shall use reasonable efforts to ensure that the maximum number of tee times are generated each hour COMPLETION OF FOURSOMES. If any party reserves a given tee time for less than four persons, then, at TSG s option, TSG may complete the foursome with any person or persons that TSG deems appropriate unless the reserving party specifically objects to the additional person or persons METHOD OF RESERVATION. In order to reserve a tee time in advance, the user shall provide TSG, within the appropriate time period, notice specifying the desired tee time and the name of the person playing golf. Such notice may be given by telephone or by any other means reasonably acceptable to TSG. 6

10 MEMBERSHIP PLAN SHOT GUNS. The Peaks shall be entitled to reserve and hold two shot gun start tournaments at the Golf Course per calendar month ( The Peaks Shot Guns ), and TSG shall be entitled to hold additional golf tournaments as provided in the Club Rules and Regulations OTHER TOURNAMENTS. The Peaks shall be entitled to hold up to two non-shot gun tournaments (scheduled tee time starts) per calendar month CARTS ONLY. No golfer will be permitted to use the Golf Course without a golf cart without the consent of TSG, which consent may be denied at TSG s discretion The Peaks Facilities THE PEAKS RESERVES THE RIGHT FOR ANY OR NO REASON AT ALL TO CLOSE THE PEAKS FACILITIES TO ALL USERS AT ANY TIME THE PEAKS MAY MAKE THE PEAKS FACILITIES AVAILABLE TO ALL VILLAGE USERS AT REASONABLE TIMES AND FOR REASONABLE PRICES. Village Users shall mean residents, guests, lessees, licensees and invitees of The Peaks or residents and lessees of any other residential or accommodation unit in the Telluride Mountain Village The Peaks Sports Facilities. Subject to the provisions of paragraph and , Members are entitled to use The Peaks Sports Facilities at all times that the facilities are available to The Peaks guests. The Peaks may make all The Peaks Sports Facilities available to the public for a reasonable fee TENNIS COURTS. The Peaks and TSG reserve the right to jointly determine to eliminate up to three of the existing tennis courts Reservations - Members. Subject to the provisions of , and subject to The Peaks rights set forth in paragraph , Members shall be entitled to reserve a maximum of two court times per day at any time. Members shall be entitled to reserve such available court times on a first-come, first-served basis Reservations - The Peaks. The Peaks shall be entitled to reserve a minimum of three court times per hour at any time. The Peaks shall be entitled to reserve such available court times on a first-come, first-served basis Reservations - Village Users. Village Users who are not accommodated pursuant to paragraphs or , shall be entitled to reserve a maximum of one court time per day at any time after 12 hours prior to the court time. Village Users shall be entitled to reserve such available court times on a first-come, first-served basis Reservations - General Public. Any court times still available at any time less than six hours prior to the court times shall be available to any person, including members of the general public, as deemed appropriate by The Peaks Minute Rule. If a person who reserved a tennis court time shall be more than 15 minutes late in arriving at the court, then the reservation shall be deemed canceled and the court shall be available to any person on a firstcome, first-served basis Time Limits. No court may be reserved for intervals of less than one hour or more than two hours; subject to this limitation, The Peaks shall determine the length of the intervals Tennis Tournaments - The Peaks. The Peaks shall be entitled to schedule 16 tournaments per tennis season on dates and at times mutually agreed to between The Peaks and TSG Tennis Tournaments - TSG. TSG shall be entitled to schedule 16 tournaments per tennis season on dates and at times mutually agreed to between The Peaks and TSG Reservationist. All tennis court reservations shall be handled by the tennis pro shop operated by The Peaks POOL. 7

11 Telluride Ski & Golf Club The Peaks Users and Members. Subject to the provisions of paragraph , all Members shall have access, equal and nondiscriminatory with respect to The Peaks Users, to all pool facilities at all times at no cost. Notwithstanding the previous sentence, The Peaks may reserve the pools for exclusive use by The Peaks Users until 12:00 noon each day for the purpose of conducting organized spa activities. The Peaks Users shall only mean those persons designated by TSG associated with and/or renting rooms in The Peaks Village Users. The Peaks may make the pool facilities available to Village Users at reasonable times for a reasonable fee Spa Facilities and Services. The Spa Facilities and Services will be made available to Members at a rate that equals the lowest rate offered to any user. The Spa Facilities and Services will be made available to Members at times and frequencies that are offered to The Peaks Users except that, between the hours of 4:00 p.m. and 6:00 p.m. each day, The Peaks shall have the right to schedule the Spa Facilities and Services exclusively for The Peaks Users, subject, however to the right of Members to schedule such services, subject to availability, at any time after 48 hours prior to the time of said appointment. The above provisions of this paragraph are subject to the provisions of paragraph Advisory Committee. The Club will allow the Members to form an advisory committee composed of Members whose purpose includes fostering good relations between the Members and management of the Club; providing the Club with input on programs, plans and activities of the Club; and advising on the Club s policies and Rules and Regulations. The management of the Club shall meet with the advisory committee on a periodic basis to discuss the operation of the Club s facilities. The advisory committee shall have no duty or power to negotiate or otherwise act on behalf of the Club, its management or the Members, and shall serve only in an advisory capacity. The management of the Club will have the final authority on all matters concerning the facilities of the Club and the Members Immediate Family, Extended Family and Guests Immediate Family. Members of the immediate family ( Immediate Family ) of a Member shall be entitled to use the Club Facilities in the same manner as such Member, without payment of any additional fees, without restriction and, therefore, subject only to compliance with the Club Rules and Regulations and fee schedules. The Member s Immediate Family shall include only the Member s spouse or Significant Other and any children of the Member and the Member s spouse or Significant Other under the age of 23. Subject to the Club Rules and Regulations regarding certain age restrictions, the members of the Member s Immediate Family may access all Club Facilities without being accompanied by the Member. For purposes of this Membership Plan, a Significant Other shall mean the current life partner of the Member who resides with and shares financial resources with the Member. Prior to the Club recognizing a Member s Significant Other, the Member must provide a notarized affidavit in a form satisfactory to TSG stating that the Member and his/her Significant Other reside together and share financial resources. A Member may not designate a Significant Other more often than once every 18 months. If a Member makes any misrepresentations regarding the residence and/or the sharing of financial resources with his/her Significant Other, TSG may revoke the Member s Membership and retain the associated Membership Deposit Extended Family. The Member s Extended Family shall include the children 23 years of age and older, grandchildren, parents, grandparents, daughters-in-law, sons-in-law, mothers-in-law and fathers-in-law of said Member and said Member s spouse or Significant Other. Subject to the Club Rules and Regulations regarding certain age restrictions, the members of the Member s Extended Family may access all Club Facilities without being accompanied by the Member Guests. Members have the right to have guests ( Guests ) use the Club Facilities subject to availability, and in compliance with the Club Rules and Regulations which may include, but are not limited to, requirements for the payment of guest fees (including greens fees), restrictions on the number of times a Guest may use the Club Facilities, and the periods of time during which a Guest may use the Club Facilities Reservation Of Use. TSG and The Peaks reserve the right from time to time, without notice, to restrict or otherwise reserve all or part of their respective facilities for maintenance, tournament play or any function or special event deemed appropriate by TSG or The Peaks at their sole discretion. TSG and The Peaks reserve the right to allow members of the general public to use any and all of their respective Club Facilities on a space available basis; the determination of availability and charges and fees assessed to the general public will be determined by each entity, at its sole discretion. 8

12 MEMBERSHIP PLAN Club Rules and Regulations. All Membership benefits and privileges are subject to compliance with the Club Rules and Regulations. From time to time, TSG with respect to the TSG Facilities and the Ski Area, and The Peaks with respect to The Peaks Facilities, may at their individual discretion establish, modify and amend the Club Rules and Regulations controlling the Member s use of the respective facilities. 5. BUSINESS ENTITIES AS MEMBERS A Membership may be acquired in the name of a corporation, partnership, limited liability company or other legal entity. The Membership will be issued in the name of the entity subject to the following terms and conditions: Designation. On or before the date that the applicant submits the application for Membership, the entity will designate one individual person who shall be the beneficial user ( Beneficial User ) and who will have the rights and shall be subject to all of the obligations of a Member Designation Final. Only one person may be designated as the Beneficial User, and once the designation has been made, it shall be final and not subject to change or modification in any way Rights And Obligations Of Beneficial User. The Beneficial User shall be treated as a Member and shall have all the rights and be subject to all obligations that accrue to a Member of his/her respective membership category. 6. MEMBERSHIP DEPOSIT At the time of joining the Club, a Member (with the exception of Charter Members and beneficial users of Residential Condominium Memberships) shall be required to make a non-interest bearing, 100 percent refundable deposit ( Membership Deposit ) with TSG. The Membership Deposit shall be made pursuant to the following terms and conditions: Amount. The amount of the Membership Deposit shall be determined by TSG at its sole discretion. Additionally, at its sole discretion, TSG may increase or decrease the amount of the Membership Deposit required to be paid by future Members; no such increase or decrease shall affect the Membership Deposit paid by Members who have previously joined the Club Effect of Payment. Upon proper completion of the application for membership, approval of the applicant for Membership in the Club and payment of the Membership Deposit, an applicant for Membership shall become a Member of the Club. However, the payment of the Membership Deposit alone shall not entitle the Member to any use of the Club Facilities or the Ski Area without the payment of all applicable costs, dues, fees and charges Use of Membership Deposit. TSG and The Peaks may use their respective portions of the Membership Deposit for any purpose deemed appropriate by TSG or The Peaks. The Membership Deposit will not be escrowed or retained in a segregated account, and TSG and The Peaks may commingle the Membership Deposit with any of their banking accounts Repayment of Membership Deposit. The Membership Deposit will be repaid to the Member as set forth below in paragraphs 6.4.1, and 9.1. Membership Deposits will only be repaid to Members who have resigned Members with Memberships effective before December 1, 2001, may elect of the repayment plans set forth in paragraphs , or THE MEMBERSHIP DEPOSIT WILL BE REPAID TO THE MEMBER AT THE LATTER OF THE FOLLOWING: Fifteen years from the date TSG approves and executes the Membership Application, provided Member has resigned; or The date a Member resigns pursuant to paragraph Members with Memberships effective on or after December 1, 2001, will be repaid their Membership Deposit as set forth below in paragraph or in paragraph

13 Telluride Ski & Golf Club Upon resignation of a Membership pursuant to the provisions of paragraph 10, the resigned Membership ( Resigned Membership ) will be placed on either a sellers waiting list for Platinum and Gold Members or a sellers waiting list for Silver Members, as applicable, and will be reissued on a first resigned, first reissued basis for the applicable sellers waiting list as follows: Prior to the issuance of all the Memberships being offered by the Club, every fourth Membership issued will be a Resigned Membership, if any, from the applicable sellers waiting list. TSG will repay to the Member 100 percent of the amount of the original deposit paid by said Member within 30 days of the re-issuance of the Resigned Membership Subsequent to the initial issuance of all the Memberships being offered by the Club, every Membership issued will be a Resigned Membership from the applicable sellers waiting list, if any. TSG will repay to the original Member the amount of the original deposit paid by said Member within 30 days of the re-issuance of the Resigned Membership The provisions of paragraphs and above, regarding the re-issuance of Resigned Memberships shall not apply to any re-issuance of a Membership in accordance with paragraph 9.1 below Good Standing. Nothing to the contrary withstanding, no Member shall be entitled to receive the return of his Membership Deposit unless the Member has paid all dues, fees, charges, interest, late fees, attorney s fees and other costs due to the Club, TSG or The Peaks Offset. A Member may not offset against his/her Membership Deposit any financial obligations that are owed to TSG or The Peaks for any reason. TSG, at its sole discretion, may deduct from the Membership Deposit to be repaid to the Member any amount, plus interest, late fees, other fees, costs and attorney s fees, which the Member owes to the Club, TSG or The Peaks Profits. TSG and The Peaks will be entitled to retain any and all profits made from the operation of their respective facilities, and the Members shall not be entitled to any portion of such profits. 7. NO EQUITY OWNERSHIP Neither payment of the Membership Deposit nor membership in the Club is an investment in the Club, Club Facilities or the Ski Area. Neither payment of the Membership Deposit nor membership in the Club provides an equity or ownership interest of any nature in the Club, Club Facilities or the Ski Area; provides any interest or rights in any proceeds from the use or sale of the Club, Club Facilities, or the Ski Area; or grants any property interest of any nature to a Member. 8. DUES, FEES AND CHARGES Membership Year. The membership year for the Club shall be the twelve month period commencing each May 1st and ending the following April 30th Amount of Dues, Fees and Charges. On April 1st of each year, TSG will determine the amount of periodic dues that will be charged during the next occurring membership year. The amount of the periodic dues, fees and other charges for use of the facilities shall be determined by TSG at its sole discretion When Due. All costs, dues, fees and charges incurred by a Member or his/her Immediate Family, Extended Family or Guests shall be due on or before the 21st day of the month following the month in which the costs, dues, fees and charges were incurred Liability. Each Member shall be legally and financially responsible for his/her acts, costs, dues, fees and charges and those of his/her Immediate Family, Extended Family and Guests, and each Member shall promptly pay all financial obligations when due No Assessments For Capital Improvements. Members are not subject to any assessments for capital improvements other than the initial Membership Deposit No Operating Assessments. Members are not subject to any assessments for operating losses, shortfalls or deficits. 10

14 MEMBERSHIP PLAN Profits. TSG and The Peaks will be entitled to retain any and all profits made from the operation of their respective facilities, and the Members shall not be entitled to any portion of such profits. 9. TRANSFER OF MEMBERSHIP No Membership shall be assigned, hypothecated or transferred in any manner, in whole or in part, by a Member except that it shall be surrendered to TSG upon the earlier of (i) the latter death of the Member or Member s spouse, or (ii) the termination of the Membership Real Estate Sales. Notwithstanding the above paragraph, a Member may arrange for the Club to transfer his/her Membership to a buyer of any of said Member s real property located within the Ouray, Dolores and/or San Miguel counties, subject to the conditions set forth below. Upon receipt of the then-current published rack rate for the membership from the buyer of the real property, the Club will (i) re-issue the Membership to said buyer and (ii) repay the resigned Member s Membership Deposit in the amount originally paid for the resigned Membership. Said transfer must be completed in 30 days from the closing date. Membership transfers consummated pursuant to this paragraph shall not be deemed issued or re-issued Memberships for the purposes of issuing or re-issuing Resigned Memberships pursuant to paragraphs and above TSG Control/Reissue. TSG shall have the right to reacquire and reconvey an unlimited number of Memberships. Upon surrender of a Membership to TSG, TSG may reissue a Membership to any person at its sole discretion. All such reissued Memberships shall be entitled to the same benefits and subject to the same restrictions as are other Memberships. 10. RESIGNATION A Member may resign at any time subject to the following terms and conditions: Effective Date. The resignation shall be effective on the first day of the month following the month in which the latter of the following has occurred: (i) the Member has given TSG written notice of resignation; and (ii) the Member has paid all costs, dues, fees, charges, interest or attorney s fees owing to the Club, TSG or The Peaks and is not indebted to the Club, TSG or The Peaks for any amount for any reason. On or before 21 days after the effective date of resignation, TSG shall give notice of confirmation to the resigning Member of the effective date of resignation Accrual Of Fees. Prior to the effective date of resignation, all costs, dues, fees and charges shall continue to accrue Effect Of Resignation. On and after the effective date of resignation, the Member, his/her Immediate Family, Extended Family and Guests shall have no right to use any of the Club Facilities or the Ski Area season passes issued pursuant to Membership and, consequently, shall be prohibited from using any of the Club Facilities except as a Guest of another Member or a member of the general public. Additionally, if the resigned Member does not intend to continue to use the Club Facilities after the effective date of the resignation, the Member shall have no obligation to pay any further costs, fees, dues or charges to TSG or The Peaks. However, the Member may continue to use the Club Facilities after the effective date of the resignation until the repayment of the Membership Deposit as long as said Member continues to pay all costs, fees, dues or charges to TSG as incurred. 11. DEATH OF A MEMBER Upon the death of a Member the following provisions shall apply: Surviving Spouse. If the deceased Member is survived by a spouse, then the deceased Member s Membership shall be transferred to the surviving spouse without the payment of any additional Membership Deposit. The Membership shall be reissued in the surviving spouse s name. The terms of the repayment of the Membership Deposit shall remain unchanged and shall continue to be based upon the provisions of this Membership Plan. Upon resignation, the Membership Deposit shall be repaid to the surviving spouse No Transfer. If (i) there is no surviving spouse or (ii) the surviving spouse does not desire to continue the Membership, the Member shall be deemed to have resigned and the following terms and conditions shall apply: 11

15 Telluride Ski & Golf Club Estate Liable. The estate of the deceased Member shall be liable for any unpaid dues, fees, costs or charges Membership Deposit. The terms of repayment of the Membership Deposit shall remain unchanged and shall continue to be based upon the provisions of this Membership Plan. The Membership Deposit shall be repaid to the estate of the deceased Member unless directed otherwise by a court of competent jurisdiction Rights Of Heirs. In no case will the Membership be transferred to any heir, successor, designee or assignee of the deceased Member other than the surviving spouse pursuant to paragraph SEPARATION AND DIVORCE If a married Member becomes separated or divorced, then the Membership, including all of its rights, benefits, burdens and obligations, shall vest in the spouse awarded the Membership pursuant to the agreement of separation or decree of divorce. Until such award is made, unless the Member retires or the Membership is suspended or terminated, the right of the spouse to use the Club Facilities and Ski Area shall remain unchanged, and the Member shall remain responsible for all costs, fees, dues and charges incurred by the spouse unless directed otherwise by a court of competent jurisdiction. 13. MODIFICATION OF MEMBERSHIP PLAN TSG reserves the right from time to time, to modify any and all provisions of this Membership Plan and the Club Rules and Regulations at its sole discretion. Such modifications may include, but are not limited to, modifying privileges for each category of membership, establishing different categories of membership, establishing and changing rules with respect to the Golf Course (including rules governing access, tee time reservations and signing privileges) and other Club Facilities and imposing conditions on membership. 14. INFORMATION REPRESENTATIONS No person is authorized to make any representations or to provide any information with respect to the Club that is in addition to or contrary to the information contained in this Membership Plan; the Club Rules and Regulations; and other documents and advertising specifically authorized by TSG in writing. The Member hereby waives any purported rights or benefits that either have occurred or arisen, or may occur, arise or be asserted based upon information or representations made contrary to the preceding sentence. All requests for information concerning any and all aspects of the Club shall be directed to the Director of Club Memberships at the address set forth in the Club s Rules and Regulations. 15. TRANSFER OF CLUB FACILITIES TSG with respect to the TSG Facilities and the Ski Area and The Peaks with respect to The Peaks Facilities reserve the right to transfer, sell, convey, assign or hypothecate (collectively Facility Transfer ) any or all interests they may have in their respective facilities. To the extent that the transfer purchaser or assignee assumes all or any portion of the liabilities of the transferor, the transferor shall be released from the assumed obligation and liability. The assumed obligations may include, but are not limited to, the repayment of the Membership Deposit and the responsibility to operate and maintain the Club Facilities and the Ski Area. 16. TERMINATION OF CLUB TSG, at its sole discretion, reserves the right to terminate the Club at any time. If TSG terminates the Club, then the termination shall occur pursuant to the following terms and conditions: Notice. TSG shall provide each Member notice of termination on or before 90 days prior to the effective date of termination Refund Of Membership Deposit. Nothing in this Membership Plan to the contrary withstanding, on or before the date of termination of the Club, TSG and The Peaks, or an applicable transferee pursuant to paragraph 15 above, shall repay to each Member the full Membership Deposit to which he/she is entitled. 12