DisclosureGuideWeeks05.q 6/16/05 12:49 PM Page 1 2005-2006 Disclosure Guide This publication contains information that indicates resorts participating in, and explains the terms, conditions and use of the RCI Weeks Exchange Program operated by Resort Condominiums International, LLC. You are urged to read it carefully. RCI® Weeks DISCLOSURE GUIDE Joel R. Buckberg TO Executive Vice President and Assistant Secretary 1 Sylvan Way, Parsippany, NJ 07054 RCI WEEKS Mary Falvey Executive Vice President 1. DEFINITIONS. Unless otherwise defined herein, the 7 Sylvan Way, Parsippany, NJ 07054 capitalized terms in this Disclosure Guide to RCI Weeks (“Disclosure Guide”) shall be given the meanings set Gordon Gurnik forth in the Terms and Conditions of RCI Weeks Executive Vice President Subscribing Membership (“Terms and Conditions”), 7 Sylvan Way, Parsippany, NJ 07054 which are also set forth in this Disclosure Guide. Anthony E. Hull 2. SCOPE AND PURPOSE OF DISCLOSURE GUIDE. Executive Vice President This Disclosure Guide to RCI Weeks (“Disclosure 1 Campus Drive, Parsippany, NJ 07054 Guide”) is provided to explain the RCI Weeks Exchange Program offered to Vacation Owners by RCI. Vacation John Paul Nichols Owners are urged to carefully review this information to Executive Vice President ensure full understanding of the terms, conditions, Horacio 1855 – P.H., esp. Periferico, Col. Los Morales, operation and use of the RCI Weeks Exchange Polanco, 11510 Mexico, D.F., Mexico Program. Suzanne M. Wetherington 3. THE EXCHANGE COMPANY. RCI is a Delaware Executive Vice President and Chief Innovation Officer limited liability company with its principal offices located 7 Sylvan Way, Parsippany, NJ 07054 at: David B. Wyshner 7 Sylvan Way Executive Vice President and Treasurer Parsippany, NJ 07054 1 Campus Drive, Parsippany, NJ 07054 The RCI Exchange Program is processed at the address Scott D. Bohrer set forth in section 6(f) of the Terms and Conditions. RCI Senior Vice President and Assistant Treasurer is a subsidiary of Cendant Corporation, a Delaware 1 Campus Drive, Parsippany, NJ 07054 corporation. Ilese Meltzer Flamm Officers Senior Vice President, General Counsel and Assistant Secretary Kenneth N. May 7 Sylvan Way, Parsippany, NJ 07054 Chairman and Chief Executive Officer 7 Sylvan Way, Parsippany, NJ 07054 Richard S. Meisner Senior Vice President and Assistant Secretary David L. Pontius 1 Campus Drive, Parsippany, NJ 07054 President and General Manager 409 Vineland Road, Suite 250, Orlando, FL 32811 Elizabeth R. Cohen Vice President and Assistant Treasurer Stephen P. Holmes 1 Campus Drive, Parsippany, NJ 07054 Manager 1 Campus Drive, Parsippany, NJ 07054 Mark E. Costello Vice President and Assistant Secretary James E. Buckman 1 Campus Drive, Parsippany, NJ 07054 Manager, Executive Vice President and Assistant Secretary th th Susan Loring Crane 9 West 57 Street, 37 Floor, New York, NY 10019 Vice President, Legal 1 Sylvan Way, Parsippany, NJ 07054 Christopher Annese Executive Vice President and Chief Financial Officer Susan M. Danino 7 Sylvan Way, Parsippany, NJ 07054 Vice President 10 Sylvan Way, Parsippany, NJ 07054 Eric J. Bock Executive Vice President and Secretary Lynn A. Feldman 9 West 57th Street, 37th Floor, New York, NY 10019 Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ 07054 W1 based primarily upon the benefits to be gained from Frank Galus the ownership, use and enjoyment of your Vacation Vice President Time at the Affiliated Resort and not upon the 1 Campus Drive, Parsippany, NJ 07054 anticipated benefits of the RCI Weeks Exchange Program. The Affiliated Resort at which you Joseph J. Huber purchase your Vacation Time is solely responsible Vice President, Tax for its financial viability and the quality of its 1 Campus Drive, Parsippany, NJ 07054 accommodations, facilities, amenities, management and services. Gail Mandel Vice President 4. PARTICIPATION IN THE RCI WEEKS EXCHANGE 1 Campus Drive, Parsippany, NJ 07054 PROGRAM. Vacation Owners enter into a contract to purchase Vacation Time with the developer or seller of Kevin Monaco the Vacation Time. The membership agreement Vice President and Assistant Treasurer between the Vacation Owner and RCI is a separate and 1 Campus Drive, Parsippany, NJ 07054 distinct contract from the Vacation Owners’ agreement with the developer or seller of a vacation plan. Anne Morrison Vice President and Assistant Secretary A Vacation Owner is entitled to become an RCI Weeks 1 Campus Drive, Parsippany, NJ 07054 Member and to participate in the RCI Weeks Exchange Program if the following four conditions are met: Jeffrey W. Parker Vice President (a) There must be a Resort Affiliation Agreement 9998 North Michigan Road, Carmel, IN 46032 between RCI and the Home Resort or Home Resort Group or, in lieu of a Resort Affiliation Jean Marie Sera Agreement, the Vacation Time an individual Vice President and Assistant Secretary owns is deemed appropriate, in the sole 1 Campus Drive, Parsippany, NJ 07054 discretion of RCI, to be deposited for use by subscribing members of RCI. RCI provides the RCI Weeks Exchange Program and other related services and benefits to RCI Weeks (b) The resort must be operated in a commercially Members. RCI is an independent exchange service reasonable fashion that will enable it to meet its company and is not owned, operated or controlled by an obligations and must otherwise be in compliance Affiliated Resort developer, seller, managing entity or with all terms of the Resort Affiliation vacation ownership plan participating in the RCI Weeks Agreement, if any. Exchange Program. Other than as stated in this paragraph, neither RCI nor any of its officers or (c) RCI must have received and accepted either a directors has any legal or beneficial interest in any completed Enrollment Application or a corporate developer, seller, managing entity or vacation participation enrollment on behalf of the ownership plan participating in the RCI Weeks Vacation Owner, together with other pertinent Exchange Program. Fairfield Resort Management information concerning the Vacation Time Services, Inc. (“FRMS”), a resort management purchase. company, Fairfield Resorts, Inc. (“Fairfield”), Trendwest Resorts, Inc. (“Trendwest”), and Equivest (d) The current initial subscription fee for ENDLESS Finance, Inc. (“Equivest”), timeshare companies, VACATION® magazine must have been and their respective subsidiaries are subsidiaries of submitted to RCI by the developer or Vacation Cendant Corporation (“Cendant”). Cendant is the Owner. parent corporation of RCI. Some officers and/or directors of Cendant may from time to time serve as The collection and submission to RCI of the foregoing officers and/or directors of RCI, FRMS, Fairfield, subscription fee payment, together with required Trendwest, and/or Equivest, and vice versa. FRMS, ownership information, allows RCI to waive the initiation Fairfield, Trendwest and/or Equivest resorts are fee (currently $200 USD) that is otherwise required for marked with a plus symbol “+” in the Resorts and RCI Weeks Membership. Members lists. Certain officers and directors of RCI may own, or have rights to acquire, shares of stock Participation in the RCI Weeks Exchange Program is in Cendant. further governed by the terms stated in both the Enrollment Application, which purchasers applying for Because vacation exchange is used on an intermittent RCI Weeks Membership are required to sign, and the basis, purchasers of Vacation Time should select resorts Terms and Conditions of RCI Weeks Membership (the which best meet their ongoing vacation needs. Your “Terms and Conditions”). The present Terms and decision to purchase Vacation Time should be Conditions are set forth in this Disclosure Guide. W2 5. USING THE RCI WEEKS EXCHANGE PROGRAM. RCI reserves the right to add to, delete or modify the The RCI Weeks Exchange Program utilizes a “deposit” Terms and Conditions, including fees, benefits and and “withdrawal” system. To make a withdrawal, an RCI reservation procedures and priorities, at its sole Weeks Member must first deposit Vacation Time that is discretion. The Terms and Conditions require RCI to available for exchange. make the RCI Weeks Exchange Program available to RCI Weeks Members. By signing the Enrollment The deposit of Vacation Time into the RCI SPACEBANK Application at the time of purchase of a vacation system does not relieve an RCI Weeks Member's ownership interest, the purchaser becomes eligible to obligation to pay maintenance fee assessments, taxes or participate in the RCI Weeks Exchange Program as an other similar charges imposed by any applicable local, RCI Weeks Member for the initial period arranged by the state or federal governmental entity (or its equivalent if developer or seller of the vacation ownership plan. In the resort is located in a foreign country) or imposed by order to use the RCI Weeks Exchange Program, a a Home Resort, Host Resort or provider of person must remain an RCI Weeks Member in good accommodations and/or other services. Exchange standing. A Member may transfer his or her RCI Weeks privileges may be denied, or a Confirmation membership to a purchaser of Vacation Time. A canceled if an RCI Weeks Member's Home Resort membership transfer fee (which is subject to change) will maintenance fee assessments or similar charges be charged by RCI to process each membership transfer have not been paid when due as established by the application. Participation in the RCI Weeks Exchange Member’s Home Resort, Home Resort Group or Program