Annual Report · Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Raintree Resorts International, Inc. 89 410K
2: EX-10.23 Finova First Amended Loan Agreement Amendment No.1 34 113K
3: EX-10.24 Finova Amended Guaranty and Subord. Agreement No.2 5 22K
4: EX-10.25 Textron Loan Agreement 81 400K
5: EX-10.26 Textron Payment Guaranty and Subord. Agreement 12 64K
6: EX-10.27 Bancomer Loan Agreement 21 102K
7: EX-21.1 Rri, Inc. Subsidiaries 2± 8K
8: EX-27.1 Financial Data Schedule 2± 7K
EX-10.23 · Finova First Amended Loan Agreement Amendment No.1
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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment No. 1 to First Amended and Restated Loan and Security
Agreement (this "Amendment") is entered into as of this 30th day of November,
1999, by and among FINOVA Capital Corporation ("Lender"), a Delaware
corporation, and CR Resorts Cancun, S. de R.L. de C.V. ("CR Cancun"); CR Resorts
Los Cabos, S. de R.L. de C.V. ("CR Cabos"); CR Resorts Puerto Vallarta, S. de
R.L. de C.V. ("CR Puerto Vallarta"); Corporacion Mexitur, S. de R.L. de C.V.
("Corporacion Mexitur"); CR Resorts Cancun Timeshare Trust, S. de R.L. de C.V.
("Cancun Sub"); CR Resorts Cabos Timeshare Trust, S. de R.L. de C.V. ("Cabos
Sub"), CR Resorts Puerto Vallarta Timeshare Trust, S. de R.L. de C.V. ("Puerto
Vallarta Sub"), (collectively the "Original Borrowers"), Promotora Villa Vera,
S. de R.L. de C.V. ("Promotora") and Villa Vera Resort, S. de R.L. de C.V.
("Villa Vera" and together with Promotora and the Original Borrowers,
collectively, the "Borrower").
R E C I T A L S :
A. The Original Borrowers and Lender entered into a First Amended and
Restated Loan and Security Agreement dated as of April 23, 1999, (the "Original
Loan Agreement" and together with this Amendment, collectively the "Loan
Agreement"), evidencing certain loan facilities from Lender to the Original
Borrowers.
B. Borrower has asked Lender to modify the Original Loan Agreement and the
other Loan Documents in accordance with the terms of, and subject to the
conditions contained in, this Amendment in order to, among other things, add an
additional resort to the definition of Time-Share Project, increase the Maximum
Inventory Loan Amount, increase the Maximum Loan Amount, extend the Inventory
Loan Borrowing Term Expiration Date, extend the Inventory Loan Maturity Date,
add Promotora and Villa Vera as additional Borrowers and extend the Receivables
Loan Opening Prepayment Date, and Lender is willing to so amend the Loan
Agreement and the other Loan Documents, but only upon the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration of these recitals, the covenants contained
in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Lender and Borrower agree as
follows:
1. Definitions. Capitalized terms used in this Amendment and defined herein
have such meanings. Unless otherwise defined in this Amendment, all capitalized
terms used herein which are defined in the Original Loan Agreement have the same
meaning as set forth in the Original Loan Agreement.
2. Amendments to Loan Agreement. The Original Loan Agreement is hereby
amended as follows:
2.1 Definitions. Article I of the Original Loan Agreement is hereby amended
by adding in their proper alphabetical sequence or substituting, as the case may
be, the following definitions:
"'Acapulco Project' shall mean the property commonly known as the
Villa Vera Hotel & Racquet Club, located in Acapulco, Guerrero, Mexico.
"'Borrower' shall mean individually and collectively, jointly and
severally, the individuals or business organizations signing the First
Amendment as 'Borrower'; and, subject to the restrictions on assignment and
transfer contained in the Loan Agreement, their respective successors and
assigns."
"'Collateral' shall mean the Receivables Loan Collateral and the
collateral pledged to Lender pursuant to the Security Documents and all
products and proceeds thereof, together with all now owned or hereafter
acquired right, title and interest of Borrower in and to all of the
following:
(i) A first priority assignment in any management, marketing or
other use, maintenance or service contracts for the Time-Share
Project;
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(ii) A first priority security interest in and to all furniture,
furnishings and fixtures of every kind and description (and all
improvements and accessions thereto, including, without limitation,
all fixtures, furniture, appliances, carpeting, equipment and
furnishings located in the Units or elsewhere within each of the
Time-Share Projects) located in or on or used in connection with the
Time-Share Project;
(iii) To the greatest extent permitted under United States and
Mexican law, easements, leasehold interests (whether as lessor or
lessee), franchises, permits, approvals, licenses, facilities and
amenities on, affecting or appurtenant to each of the Time-Share
Project and rights to occupy, use and enjoy any such facilities or
amenities;
(iv) Any rights inuring to Borrower as an "institutional
mortgagee," an "institutional lender" or a "mortgagee" in connection
with the Time-Share Project;
(v) Extensions, additions, improvements, betterments, renewals,
substitutions and replacements of, for or to any of the Collateral,
wherever located, together with the products, proceeds, issues, rents
and profits thereof, and any replacements, additions or accessions
thereto or substitutions thereof, and all rights in or under insurance
policies and to the proceeds of any insurance policies covering any of
the other Collateral, all rights to unearned or refunded insurance
premiums, and the proceeds of any condemnation awards or any claims
regarding any of the other Collateral;
(vi) A first priority security interest (pledge and deposit), in
and to Borrower's interest in all books, records, reports, computer
tapes, computer disks and software relating to all or any portion of
the Collateral, including, without limitation, Borrower's reservation
system for use of the Time-Share Project;
(vii) A first priority lien (pledge and deposit) in and to the
Personal Property, together with the cash and non-cash proceeds
thereof, with appropriate non-disturbance language relating to common
area equipment, fixtures and furniture;
(viii) To the extent allowed under Mexican law, an absolute and
unconditional first assignment or pledge of any and all leases,
subleases, licenses, concessions, entry fees, or other agreements
which grant a possessory interest in and to, or the right to use the
Time-Share Project or any portion thereof (collectively, the "Tenant
Leases");
(ix) An absolute and unconditional first assignment or pledge of
all of the rents, revenues, income, proceeds, royalties, profits and
other benefits payable for using, leasing, licensing, possessing,
operating from or in, or otherwise enjoying the Time-Share Project
pursuant to the Tenant Leases, including, without limitation, damages
received upon the occurrence of a default under any of the Tenant
Leases and all proceeds payable under any policy of insurance covering
loss of rents with respect thereto;
(x) To the extent allowed under Mexican law, an absolute and
unconditional first assignment or pledge of all other agreements to
which Borrower is or becomes a party or holds any interest therein and
which in any way relate to the use, occupancy, management, marketing,
maintenance or enjoyment of the Time-Share Projects, including, but
not limited to, the Operating Agreement, purchase contracts, and
related documents, building permits, construction contracts,
completion bonds, utility contracts, maintenance agreements, marketing
and sales agreements, management agreements and service contracts, and
any agreement guaranteeing the performance of the obligations
contained in any of the foregoing agreements, and in and to all
related accounts and proceeds and all deposits, letters of credit or
other property pledged or delivered pursuant thereto;
(xi) A first priority security interest in all inventory,
supplies, accounts, chattel paper and general intangibles owned or
hereafter acquired by Borrower, used or useful in connection with, and
placed or to be placed on or under the Time-Share Project and the cash
and non-cash proceeds thereof;
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(xii) A first priority security interest in all furniture,
appliances, furnishings, machinery, plumbing, heating, ventilating,
air conditioning systems, fixtures and equipment owned or hereafter
acquired by Borrower, used or useful in connection with, and placed or
to be placed on or under the Time-Share Project, the Units, the
Time-Share Interests and the cash and non-cash proceeds thereof;
(xiii) The first priority assignment of Borrower's interest in
the Declaration, to the greatest extent permitted under Mexican law.
"'Declaration' shall mean, collectively, with respect to the Club
Regina Resort at Puerto Vallarta, the Declaration of Property Regime and
its Regulations, formalized in public deed number 11,924, dated August 8,
1997, recorded in the Public Registry of Property in the City of Puerto
Vallarta, Mexico, with respect to the Club Regina Resort at Los Cabos, the
Declaration of Property Regime and its Regulations, formalized in public
deed number 34708, dated August 12, 1997, recorded in the Public Registry
of Property in the City of San Jose del Cabo, Mexico, with respect to the
Club Regina Resort at Cancun, the Declaration of Property Regime formalized
in public deed number 10973, dated August 11, 1997, recorded in the Public
Registry in the city of Cancun, Mexico, and the Declaration of Property
Regime hereafter created as to the Acapulco Project.
"'First Amendment' shall mean that certain Amendment No. 1 to First
Amended and Restated Loan and Security Agreement by and between Lender and
Borrower, dated as of the First Amendment Closing Date."
"'First Amendment Closing Date' shall mean November 30, 1999."
"'Guaranty Trusts' shall mean collectively (i) with respect to the
Club Regina Resort at Los Cabos, that certain Irrevocable Trust Agreement,
dated as of August 18, 1997, by and between Desarrollos Turisticos
Integrales, S. de R.L. de C.V., a Mexican limited responsibility
corporation with variable capital (predecessor-in-interest to CR Cabos)
both as trustor and beneficiary with respect to the Trust Use Rights, the
Land Trustee, as trustee, and Residual Beneficiary, as beneficiary with
respect to the Trust Residual Interest, as evidenced by Public Instrument
No. 55,929, as amended by that certain Amendment to Irrevocable Trust
Agreement, dated as of November 28, 1997, by and between CR Cabos, Land
Trustee and Residual Beneficiary, as evidenced by Public Instrument No.
51,158, as further amended by that certain Amendment to Irrevocable Trust
Agreement dated as of March 3, 1998 by and between CR Cabos, Land Trustee
and Residual Beneficiary, as evidenced by Public Instrument No. 51,403, and
as further amended by that certain Amendment to Irrevocable Trust Agreement
(Convenio Modificatorio del Contrato de Fideicomiso Irrevocable) dated as
of April 26, 1999, as evidenced by Public Instrument No. 67,620 of Notary
Public Number 103 for the Federal District of Mexico, executed by Land
Trustee, as Trustee, CR Cabos, as beneficiary with respect to the Trust Use
Rights, Lender, as beneficiary in guaranty with respect to the Trust Use
Rights and Residual Beneficiary, as beneficiary with respect to the Trust
Residual Interest, as it may be from time to time renewed, amended,
restated or replaced, (ii) with respect to the Club Regina Resort at
Cancun, that certain Irrevocable Trust Agreement, dated as of August 18,
1997, by and between Promotora Turistica Nizuc, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital
(predecessor-in-interest to CR Cancun) both as trustor and beneficiary with
respect to the Trust Use Rights, the Land Trustee, as trustee, and Residual
Beneficiary as beneficiary with respect to the Trust Residual Interest, as
evidenced by Public Instrument No. 55,928, as amended by that certain
Amendment to Irrevocable Trust Agreement, dated as of November 28, 1997, by
and between CR Cancun, Land Trustee and Residual Beneficiary, as evidenced
by Public Instrument No. 51,162, as further amended by that certain
Amendment to Irrevocable Trust Agreement dated as of March 3, 1998, by and
between CR Cancun, Land Trustee and Residual Beneficiary, as evidenced by
Public Instrument No. 51,404, and as further amended by that certain
Amendment to Irrevocable Trust Agreement (Convenio Modificatorio del
Contrato de Fideicomiso Irrevocable) dated as of April 26, 1999, as
evidenced by Public Instrument No. 67619 of Notary Public Number 103 for
the Federal District of Mexico, executed by Land Trustee, as Trustee, CR
Cancun, as beneficiary with respect to the Trust Use Rights, Lender, as
beneficiary in guaranty with respect to the Trust Use Rights and Residual
Beneficiary, as beneficiary with respect to the Trust Residual Interest, as
it may be from time to time renewed, amended, restated or replaced, (iii)
with respect to the Club Regina Resort at Puerto Vallarta, that certain
Irrevocable Trust Agreement, dated as of August 18, 1997, by and between
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Promotora y Desarrolladora Pacifico, S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable capital (predecessor-in-interest
to CR Puerto Vallarta), both as trustor and beneficiary with respect to the
Trust Use Rights, the Land Trustee, as trustee, and Residual Beneficiary,
as beneficiary with respect to the Trust Residual Interest, as evidenced by
Public Instrument No. 55,927, as amended by that certain Amendment to
Irrevocable Trust Agreement, dated as of November 28, 1997, by and between
CR Puerto Vallarta, Land Trustee and Residual Beneficiary as evidenced by
Public Instrument No. 51,159, as further amended by that certain Amendment
to Irrevocable Trust Agreement dated as of March 3, 1998 by and between CR
Puerto Vallarta, Land Trustee and Residual Beneficiary, as evidenced by
Public Instrument No. 51,405, and as further amended by Amendment to
Irrevocable Trust Agreement (Convenio Modificatorio del Contrato de
Fideicomiso Irrevocable) dated as of April 26, 1999, as evidenced by Public
Instrument No. 67,618 of Notary Public Number 103 for the Federal District
of Mexico, executed by Land Trustee, as Trustee, CR Puerto Vallarta, as
beneficiary with respect to the Trust Use Rights, Lender, as beneficiary in
guaranty with respect to the Trust Use Rights, and Residual Beneficiary, as
beneficiary with respect to the Trust Residual Interest, as it may be from
time to time renewed, amended, restated or replaced; and (iv) with respect
to the Acapulco Project, that certain Irrevocable Trust Agreement (El
Contrato de Fideicomiso Irrevocable) dated as of November 30, 1999, as
evidenced by Public Instrument No. ____ of Notary Public Number
________________ for the Federal District of Mexico, executed by Land
Trustee as trustee, Promotora, both as trustor and as beneficiary with
respect to the Trust Use Rights, Lender, as beneficiary in guaranty with
respect to the Trust Use Rights, and Residual Beneficiary, as beneficiary
with respect to the Trust Residual Interest, and Villa Vera, as it may from
time to time be renewed, amended, restated or replace. The term Guaranty
Trust shall mean any of the Guaranty Trusts."
"'Improvements' shall mean any of the Units or any amenities,
improvements, common areas, buildings or other structures which are located
on any of Club Regina Resort at Cancun, Club Regina Resort at Puerto
Vallarta, Club Regina Resort at Los Cabos or the Acapulco Project, or that
constitute either Trust Residual Interest or the Trust Use Rights."
"'Instrument' shall mean a purchase money promissory note which has
arisen out of a sale of a Time-Share Interest by Borrower to a Purchaser,
and is made payable by such Purchaser in favor of one of CR Cabos, CR
Cancun, CR Puerto Vallarta, Promotora, Villa Vera or a predecessor in
interest thereto."
"'Inventory Collateral' shall mean the Trust Use Rights and all other
property and property rights of a Borrower (whether real or personal) which
have been conveyed to Land Trustee for the benefit of Lender as a
beneficiary in guaranty under the Guaranty Trusts."
"'Permitted Encumbrances' shall mean the rights, restrictions,
reservations, encumbrances, easements and liens of record which Lender has
agreed to accept as set forth in Exhibit B of the Original Loan Agreement
and as set forth in Exhibit A of the First Amendment (as to the Acapulco
Project)."
"'Personal Property' all equipment, furniture, furnishings, inventory,
supplies, accounts, chattel paper and general intangibles at any time
located at, arising out of the use of and/or used in connection with the
operation of the Time-Share Project, together with the cash and non-cash
proceeds thereof."
"Pledge Agreement' shall mean individually and collectively, that
certain Security Agreement dated as of November 23, 1998, between
Receivables Trustee and Lender, pursuant to which Receivables Trustee has
granted to Lender a security interest in the Receivables Collateral owned
by Receivables Trustee under the Club Regina Trust I and Club Regina Trust
II, as amended by that certain First Amendment to Security Agreement dated
as of April 23, 1999, between Receivables Trustee and Lender, pursuant to
which Receivables Trustee has granted to Lender a security interest in the
Receivables Collateral owed by Receivables Trustee under the Club Regina
Trust III, and as further amended by that certain Second Amendment to
Security Agreement dated of even date with the First Amendment between
Receivables Trustee and Lender, as security for Borrower's payment and
Performance of the Obligations and as security for Receivables Trustee's
Performance of Receivables Trustee's obligations under such Pledge
Agreement and in form and substance acceptable to Lender in its discretion,
as it may be from time to time renewed, amended, restated or replaced."
4
"'Resort Property' shall mean, as the context requires, either the
Club Regina Resort at Cancun, the Club Regina Resort at Los Cabos, the Club
Regina Resort at Puerto Vallarta or the Acapulco Project."
"'Title Policy' shall mean a Lender's policy or policies of title
insurance in the amount of Sixteen Million Five Hundred Thousand Dollars
($16,500,000) issued by the Title Insurer and in form and substance and
accompanied by such endorsements (including without limitation, a
"concurrent policy endorsement" and a "last-dollar-out endorsement")
satisfactory to Lender wherein the insured instrument shall be the Guaranty
Trusts, which Title Policy shall assure Lender that the Trust Use Rights
are contained within the applicable Guaranty Trust subject only to the
Permitted Encumbrances and which Title Policy shall further assure the
Lender that it is a beneficiary in guaranty with respect to the Trust Use
Rights under each of the Guaranty Trusts."
2.2 Corporate Status. Paragraph 5.1 of the Original Loan Agreement shall be
amended by adding a subparagraph 5.1.8 and 5.19 thereof reading as follows:
"5.1.8 Corporate Existence. Villa Vera is a duly organized and validly
existing business organization of the type identified in the Schedule as
Borrower's Type of Business Organization under the laws of the jurisdiction
identified in the Schedule as Borrower's Jurisdiction of Organization and,
subject to Borrower's compliance with paragraph 9.1 of the First Amendment,
is authorized to do business in the state of Guerrero, Mexico and in each
jurisdiction where Villa Vera is at any time selling Time-Share Interests
or where at any time the location or nature of its properties or its
business makes such qualification necessary. Subject to Borrower's
compliance with paragraph 9.1 of the First Amendment, Villa Vera has full
power and authority to carry on its business and own its property.
5.1.9 Corporate Existence. Promotora is a duly organized and validly
existing business organization of the type identified in the Schedule as
Borrower's Type of Business Organization under the laws of the jurisdiction
identified in the Schedule as Borrower's Jurisdiction of Organization and,
subject to Borrower's compliance with paragraph 9.1 of the First Amendment,
is authorized to do business in the state of Guerrero, Mexico and in each
jurisdiction where Promotora is at any time selling Time-Share Interests or
where at any time the location or nature of its properties or its business
makes such qualification necessary. Subject to Borrower's compliance with
paragraph 9.1 of the First Amendment, Promotora has full power and
authority to carry on its business and own its property."
2.3 Assessments and Reserves. Paragraph 5.13 of the Original Loan Agreement
shall be amended by amending and restating subsection (a) thereof to read as
follows:
"5.13 (a) Subject to Borrower's compliance with paragraph 9.1 of the
First Amendment as to the Acapulco Project, CR Cabos, CR Cancun, CR Puerto
Vallarta, Promotora or Villa Vera, as appropriate, has authority to levy
annual assessments to cover the costs of maintaining and operating the
Time-Share Project with respect to the Time Share Project to which it holds
the Trust Use Rights under the corresponding Guaranty Trust."
2.4 Title. Paragraph 5.14 of the Original Loan Agreement shall be amended
and restated in its entirety to read as follows:
"5.14 Title to and Maintenance of Common Areas and Amenities; Other
Title Matters. (a) The Land Trustee will at all times own, under the
applicable Guaranty Trust, the furnishings in the Units and all the common
areas in the Time-Share Project and other amenities which have been
promised or represented as being available to Purchasers, free and clear of
liens and security interests except for the Permitted Encumbrances; (b) no
part of the Time-Share Project is or will be subject to partition by the
owners of Time Share Interests; and (c) all access roads and utilities and
off-site improvements necessary to the use of the Time-Share Project will
have been dedicated to and/or accepted by the responsible governmental
authority or utility company or are owned by an association of owners of
property in a larger planned development or developments of which the
Time-Share Project is a part. CR Cancun is lawfully seized of a good and
marketable title to the Inventory Collateral located at the Club Regina
Resort at Cancun. CR Puerto Vallarta is lawfully seized of a good and
marketable title to the Inventory Collateral located at Club Regina Resort
at Puerto Vallarta. CR Cabos is lawfully seized of a good and marketable
title to the Inventory Collateral located at the Club Regina Resort at Los
Cabos. Promotora is lawfully seized of a good and marketable title to the
5
Inventory Collateral located at the Acapulco Project. CR Cancun is lawfully
seized of a good and marketable title to any insurance policies
constituting Receivables Collateral located at the Club Regina Resort at
Cancun. CR Puerto Vallarta is lawfully seized of a good and marketable
title to any insurance policies constituting Receivables Collateral located
at the Club Regina Resort at Puerto Vallarta. CR Cabos is lawfully seized
of a good and marketable title to any insurance policies constituting
Receivables Collateral located at the Club Regina Resort at Los Cabos.
Promotora is lawfully seized of a good and marketable title to any
insurance policies constituting the Receivables Collateral located at the
Acapulco Project. Cabos Sub and Puerto Vallarta Sub are lawfully seized of
a good and marketable title to the Receivables Trust Collateral. Puerto
Vallarta Sub, Cabos Sub, Cancun Sub and Promotora are lawfully seized of a
good and marketable title to the balance of the Receivables Collateral.
Borrower is lawfully seized of a good and marketable title to the balance
of the Collateral. The Collateral is free from liens, claims, restrictions
or encumbrances, except the Permitted Encumbrances. Borrower does hereby
warrant and shall forever defend the Collateral against the claims of all
persons whatsoever, subject however to the Permitted Encumbrances."
2.5 Restrictions on Liens or Transfers. Paragraph 6.2(c) of the Original
Loan Agreement, clause (iii) thereof, shall be amended by deleting the words
"section 4.08" and substituting therefor the words "section 4.08 or section
4.10."
2.6 Schedule.
2.6.1. Section S.3 of the Schedule is hereby amended by amending and
restating the following subparagraph as follows:
"(d) 1. Inventory Loan Borrowing Term Expiration Date: December
31, 1999.
(e) 1. Inventory Loan Fee: One Hundred Ten Thousand Dollars
($110,000) paid under the Original Loan Agreement and Thirty Thousand
Dollars ($30,000) paid under the First Amendment.
(f) 1. Inventory Loan Maturity Date: June 30, 2001.
(g) 1. Inventory Loan Opening Prepayment Date: The date which is
twelve (12) months from the First Amendment Closing Date.
(j) 1. Maximum Loan Amount: The lesser of (i) Thirty-Four Million
Dollars ($34,000,000) or (ii) the maximum amount of Indebtedness (as
defined in the Indenture) that Borrower and Guarantor may incur under
the Indenture, taking into account the amount of any other
Indebtedness then owed by Borrower, Guarantor or any Restricted
Subsidiary (as defined in the Indenture), which, by virtue of its
amount or nature, is restricted by the Indenture.
(k) 1. Maximum Inventory Loan Amount: Sixteen Million Five
Hundred Thousand Dollars ($16,500,000).
(q) 1. Receivables Loan Opening Prepayment Date: The date which
is two (2) years from the First Amendment Closing Date.
(v) 1. Time Share Project: Club Regina Resort at Los Cabos, Club
Regina Resort at Puerto Vallarta, Club Regina Resort at Cancun and the
Acapulco Project.
(x) 2.9(a) Payment of Inventory Loan Fee: The Inventory Loan Fee
payable in connection with the Original Loan Agreement was payable in
full in the earlier of April 15, 1999 or concurrently with the first
Advance of the proceeds of the Inventory Loan. The Inventory Loan Fee
payable in connection with the First Amendment shall be payable in
full on the First Amendment Closing Date or, in the event the
transaction is evidenced by the First Amendment fails to close, upon
demand, in consideration of Lender's holding itself ready, willing and
able to amend the Original Loan Agreement upon the terms and
conditions set forth in the First Amendment. The Inventory Loan Fee
due in connection with the First Amendment may be withheld from the
proceeds of any Advance."
2.6.2. Section S.3(ee) of the Schedule shall be amended by adding a
subsection (8) and (9) thereof reading as follows:
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"(8) Villa Vera: A Mexican limited responsibility corporation
with variable capital.
(9) Promotora: A Mexican limited responsibility corporation with
variable capital."
2.6.3. Section S.3(ff) of the Schedule shall be amended by adding a
subsection (8) and (9) thereof reading as follows:
"(8) Villa Vera: Mexico.
(9) Promotora: Mexico."
2.6.4. Sections S.3(gg) and (hh) of the Schedule shall be amended by
adding a subsection (8) and (9) thereof reading
as follows:
"(8) Villa Vera: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B. y
Piso 7 Col. Jardines del Pedregal C.P. 01900, Mexico DF
(9) Promotora: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B. y
Piso 7 Col. Jardines del Pedregal C.P. 01900, Mexico DF"
2.6.5. Section S.4 of the Schedule, before giving affect to this
Amendment, shall be applicable with respect to all Time-Share Interests
sold prior to November 1, 1999. With respect to all Time-Share Interests
sold on or after November 1, 1999, Section S.4 of the Schedule is hereby
amended and restated in its entirety to read as follows:
"S.4 No later than the fifteenth day of each month, Borrower
shall make to Lender a payment (the "Interval Sales Payment") in the
amount of Three Thousand Two Hundred Thirty Four and 30/100 Dollars
($3,234.30) (or One Thousand Six Hundred Seventeen and 15/100 Dollars
$1,617.15) with respect to a particular Time-Share Interest that
entitles a Purchaser to occupy a Unit every other calendar year), for
each Time-Share Interest sold during the immediately previous calendar
month. Lender shall have the right to make a draw upon the Receivables
Loan in order to make such Interval Sales Payments or in order to make
any other payments required under the Inventory Loan Note in the event
such payments are not made by Borrower in a timely fashion. Interval
Sales Payments shall be applied to the unpaid principal balance of the
Inventory Loan. In consideration of the payment by Borrower to Lender
of an Interval Sales Payment with respect to a particular Time-Share
Interest, Lender agrees to grant nondisturbance rights in favor of the
Purchaser of such Time-Share Interest more fully provided in the
Guaranty Trusts.
2.7. Eligibility. Exhibit A (Conditions of Eligible Instrument) to the
Original Loan Agreement shall be amended by amending and restating
subparagraph (l) and by amending and restating the introductory portion of
subparagraph (o) to read as follows:
"(l) The Instrument executed by a Purchaser who is a United
States resident and representing the financed portion of the purchase
price of a Time-Share Interest is held by the Receivables Trustee in
the Receivables Trust. In all other circumstances, the Instrument is
owned by Cancun Sub, Cabos Sub, Puerto Vallarta Sub or Promotora.
(o) The Instruments contained within the Club Regina Trust II
shall contain language substantially similar to the following:"
2.8 Certain Exhibits. Exhibit C (Borrower's Certificate), Exhibit E-1
(Request for Receivables Loan Advance and Certification), Exhibit E-2
(Receivables Assignment) and Exhibit F (Request for Inventory Loan Advance
and Certification) to the Original Loan Agreement shall be amended and
restated in their entirety by substituting in lieu thereof, those forms of
Exhibits B, C, D and E, respectively, attached to this Amendment.
3. Advances. Subject to the satisfaction of all conditions precedent
to the making of Advances set forth in the Original Loan Agreement and in
this First Amendment, including without limitation, the conditions set
forth in paragraph 4.2(b) of the Original Loan Agreement, the proceeds of
the Inventory Loan to be advanced to the Borrower pursuant to this
Amendment shall be advanced to Borrower on the First Amendment Closing
Date. The initial Advance shall be in the amount of Seen Million Fifteen
Thousand Five Hundred Thirty-four and 24/100 United States Dollars (U.S.
$7,015,534.24), calculated in the manner set forth on the spreadsheet
attached hereto as Exhibit F. The sum of One Hundred Twenty Thousand
7
Dollars ($120,000) shall be advanced to Borrower after such time as
Borrower demonstrates to Lender that those amounts owed to the contractors
described in the attached Exhibit G have been paid by Borrower,
substantiated by evidence acceptable to Lender, and Lender is otherwise
satisfied that all renovation activity performed by Promotora or its
Affiliates at the Acapulco Project has been completed and all costs
incurred in connection therewith have been paid. The proceeds of such
Advance shall be used by Promotora (i) to complete Promotora's purchase of
the Acapulco Project from Bancomer, S.A., by paying all amounts due and
owing by Promotora to Bancomer, S.A., in connection with such acquisition,
pursuant to that certain Contrato de Promesa de Compraventa Sujeta a
Condicion Resolutoria between Bancomer, S.A., and CR Puerto Vallarta dated
May 4, 1998, as amended by that certain Convenio Modificatorio among
Bancomer, S.A., Promotora and CR Puerto Vallarta dated July 29, 1999, (ii)
to pay loan closing costs, including the Inventory Loan Fee due in
connection with this Amendment, (iii) to establish an interest reserve (in
addition to the interest reserve established under paragraph 2.4 of the
Original Loan Agreement) in the amount of Eight Hundred Eighty Seven
Thousand United States Dollars (U.S. $887,000) and (iv) for acquisitions,
development, working capital and repayment of existing obligations. The
aforementioned interest reserve shall be used by Lender to pay interest on
the Inventory Loan, as and when payable, and shall not accrue interest
until such reserves are drawn upon. Following the exhaustion of said
interest reserve and the interest reserve established under paragraph 2.4
of the Original Loan Agreement, interest on the Inventory Loan shall be
paid by Borrower from Borrower's internally generated cash or from other
sources. Notwithstanding the provisions of paragraph 2.2 of the Original
Loan Agreement which provide in part that Borrower does not have the right
to obtain Advances of the Inventory Loan as to any portion of the Inventory
Loan that has been previously repaid, those payments received by Lender
between August 6, 1999 and the First Amendment Closing Date shall be
available to Borrower to reborrow on the First Amendment Closing Date to
the extent necessary to create sufficient loan proceeds to fully fund the
amount of the Advance described in this paragraph.
[Remainder of Page Intentionally Left Blank]
8
4. Assumption. Each of Villa Vera and Promotora has read all of the
Loan Documents and is fully familiar with their contents. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EACH OF VILLA VERA AND PROMOTORA HAS
REVIEWED THE PROVISION OF PARAGRAPHS 9.11, 9.12 AND 9.13 OF THE ORIGINAL
LOAN AGREEMENT AND, BY INITIALING BELOW, ACKNOWLEDGES THAT THE FOREGOING
PROVISIONS ARE MATERIAL INDUCEMENTS FOR LENDER'S MAKING ADVANCES TO FOR THE
BENEFIT OF PROMOTORA AND VILLA VERA. Villa Vera and Promotora assumes the
obligation to pay and perform and hereby agrees to pay and perform, on a
joint and several basis with each other and the Original Borrowers, all of
the covenants of the Original Borrowers contained in the Loan Documents and
all of the Obligations, as if Villa Vera and Promotora were an original
party to the Loan Documents. In addition, except as otherwise provided in
this Amendment, each of Villa Vera and Promotora adopts, ratifies and makes
as its own (as if Villa Vera and Promotora were an original party to the
Loan Documents) and each Original Borrower hereby remakes and reaffirms,
each representation and warranty of the Original Borrowers contained in the
Loan Documents, each power of attorney appointment contained in the Loan
Documents and each grant of a lien security interest or assignment of
rights or privileges made by the Original Borrowers in the Loan Documents,
all of which shall run to the benefit of Lender. Each Original Borrower
agrees that all of the covenants of Villa Vera and Promotora contained in
the Loan Documents (as amended by this Amendment) and each of the
Obligations of Villa Vera and Promotora shall constitute joint and several
covenants and obligations of each of the entities constituting the Original
Borrowers.
VillaVera's and Promotora's initials
as to paragraphs 9.11 through 9.13 of
the Original Loan Agreement ______
[Remainder of Page Intentionally Left Blank]
9
5. Fees and Expenses. Borrower shall pay to Lender on demand all out
pocket costs and expenses incurred or to be incurred by Lender or its
counsel in connection with the initiation, documentation and closing of
this Amendment and the making of Advances hereunder, including, without
limitation, travel costs, all attorneys', notarys' and trustees' fees and
expenses, any brokerage or similar fees, all filing and recording fees, all
charges for consumer credit reports and all revenue and documentary stamp,
intangible or other taxes. The foregoing fees and expenses may be withheld
from the proceeds of any Advance.
6. References. All references in the Loan Agreement to "this
Agreement" shall be deemed to refer to the Original Loan Agreement as
amended through the date hereof, and all references in any other Loan
Document to the Original Loan Agreement shall be deemed to refer to the
Original Loan Agreement as amended through the date hereof.
7. No Other Changes. Except as expressly amended by this Amendment,
all of the terms and conditions of the Original Loan Agreement shall remain
in full force and effect and shall apply to any Advance thereunder.
8. Conditions Precedent. This Amendment will not be effective unless
and until each of the following conditions precedent have been satisfied,
in form, manner and substance satisfactory to Lender prior to the First
Amendment Closing Date:
(a) Loan Documents. Borrower shall have delivered to Lender or
caused to be delivered to Lender the following which shall be duly
executed and delivered and in form and substance satisfactory to
Lender, not later than the First Amendment Closing Date:
(i) this Amendment;
(ii) a First Amended and Restated Receivables Promissory
Note, in the original principal amount of Twenty Million United
States Dollars (U.S. $20,000,000);
(iii) a First Amended and Restated Inventory Promissory
Note, in the original principal amount of Sixteen Million Five
Hundred Thousand United States Dollars (U.S. $16,500,000), which
shall include, among other things, a revised principal
amortization schedule;
(iv) an Environmental Certificate and Indemnity Agreement
with respect to the Acapulco Project;
(iv) a Consent of Guarantor and Amendment No. 2 to Corporate
Guarantee and Subordination Agreement from the Required Guarantor
which shall include, among other things, an amendment of the net
worth covenant contained in the Guaranty;
(v) a commitment from the Title Insurer to issue the Title
Policy, as redefined by this Amendment;
(vi) UCC financing statements for filing and/or recording,
as appropriate, where necessary to perfect the security interests
in the Collateral;
(vii) a favorable opinion or opinions (or at Lender's
election, reaffirmations of the previous opinions delivered to
Lender under the Original Loan Agreement) from each of Andrews &
Kurth; Battle Fowler LLP; Lewis and Roca LLP; Santamarina y Steta
and Creel, Garcia Cuellar y Muggenburg, which opinions shall
cover such matters as Lender may reasonably require;
(viii) a favorable comfort letter from Gallastegui y Lozano;
(ix) those consents which Lender requires the Borrower to
obtain, or which Borrower is contractually or legally obligated
to obtain, from others in connection with the transaction
contemplated by this Amendment;
(x) an amendment to the Guaranty Trusts executed in
connection with the Original Loan Agreement together with an
additional Guaranty Trust with respect to the Acapulco Project;
10
(xi) a Second Amendment to Assignment of Contracts and
Intangibles, Licenses and Permits;
(xii) a Second Amendment to Security Agreement;
(xiii) a Second Amendment to Lockbox Agreement;
(xiv) a Second Amendment to Oversight and Agency Agreement;
(xv) a Second Amendment to Servicing Agreement;
(xvi) a Second Amendment to Custodial Agreement; and
(xvi) such other documents as Lender may reasonably require
to effect the intent and purposes of this Amendment;
(b) Organizational, Time-Share Project and Other Due Diligence
Documents. Borrower shall have delivered to Lender prior to the First
Amendment Closing Date:
(i) the Articles of Organization of Villa Vera and Promotora
together with a certification from the appropriate officer of
each of the Original Borrower certifying that the Articles of
Organization delivered to Lender in connection with the Original
Loan Agreement have not been amended in any respect or if
amendments have occurred, certifying as to the accuracy of such
amendments which shall be attached to the Certificate;
(ii) satisfactory evidence that the Required Guarantor is in
compliance with the Indenture after giving effect to the
indebtedness to be incurred pursuant to the Original Loan
Agreement as amended through the date hereof and after giving
effect to the indebtedness which, as of the date hereof, Borrower
is contemplating incurring with Textron Financial Corporation and
Bancomer, S.A.;
(iii) satisfactory evidence that upon the registration of
the Guaranty Trust with respect to the Acapulco Project and
compliance by Borrower with the provisions of paragraph 9.1
hereof, all Units within the Acapulco Project shall have been
converted to time-share use;
(iv) satisfactory evidence that the Required Guarantor will
have sufficient liquidity (either in the form of a funded loan
facility, equity infusion or committed loan facility with
conditions of closing satisfactory to Lender) to enable the
Required Guarantor to timely make the interest payment due on
December 1, 1999 under the Indenture;
(v) satisfactory evidence that all renovation activity
performed by Promotora or its Affiliates at the Acapulco Project,
including the necessary renovations to the spa, have been
completed and that all costs incurred in connection therewith
have been paid. Such evidence shall include a letter from the
contractor performing such renovation activity acknowledging
payment in full of all amounts owed to him in connection with
such activity. As to any renovation costs that have not been
paid, Lender shall be authorized to withhold the amount of such
unpaid costs from Advances made under the Loan Agreement;
(vi) an accounts payable aging schedule dated no later than
ten (10) days prior to the First Amendment Closing Date
demonstrating that Borrower's and Required Guarantor's accounts
payable have not significantly further aged from the September
14, 1999 aging schedule presented to Lender;
(vii) resolutions of each Borrower (or valid effective
powers of attorney), of any and all Required Guarantors and (if
any), of other sureties for the Obligations and, if applicable,
of their respective managers, members and partners, to the extent
any such entity is not a natural person, authorizing the
execution and delivery of the Amendment and the documentation
anticipated hereby, the transactions contemplated hereby and such
other matters as Lender may require;
11
(viii) evidence of good standing for Required Guarantor from
the state of its organization and evidence that Borrower and
Required Guarantor have obtained all approvals, consents and
business licenses which are necessary to enable each of them, as
applicable, to execute the Amendment and the documentation
contemplated hereby, consummate the Inventory Loan and
Receivables Loan, contemplated by the Amendment and operate
within Mexico;
(ix) satisfactory evidence that all taxes and assessments on
the Acapulco Project due and payable as of the First Amendment
Closing Date have been paid;
(x) a survey of the Acapulco Project in form and substance
satisfactory to Lender and the Title Insurer;
(xi) all permits, licenses, approvals and certificates for
the occupancy, use and operation of the Acapulco Project for
time-share and other intended uses and for the sale of Time-Share
Interests, including any necessary architectural committee
approvals;
(xii) satisfactory evidence of access to and parking for the
Acapulco Project adequate for time-share and hotel uses;
(xiii) a copy of all marketing contracts, management
contracts, service contracts, operating agreements, equipment
leases, space leases and other agreements pertaining to the
Acapulco Project and which are necessary for the sale, operation
and intended time-share use of the Acapulco Project and are not
otherwise required pursuant to another item in this paragraph;
(xiv) satisfactory evidence that each owner of a Time-Share
Interest in the Acapulco Project will have available to it the
quiet and peaceful enjoyment of the Time-Share Interest
(including promised amenities and necessary easements) owned by
it which cannot be disturbed so long as such owner is not in
default of its obligations to pay the purchase price of its
Time-Share Interest, to pay assessments to the Borrower, and to
comply with reasonable rules and regulations pertaining to the
use of the Time-Share Interest; and
(xv) satisfactory evidence that upon the initial Advance of
the Inventory Loan made pursuant to this Amendment, Villa Vera
and Promotora will have good and marketable title to the Acapulco
Project and to the balance of the Collateral to be pledged to
Lender by Villa Vera and Promotora. In addition, satisfactory
evidence that the security interests to be granted to Lender have
been duly perfected as first and prior charges and security
interests (subject only to the filing of the Guaranty Trusts (or
amendments thereof, as applicable) with the appropriate public
registries) and that there are no other legal charges or security
interests filed against the Collateral.
(xvi) the agreement, in a form satisfactory to Lender,
pursuant to which Promotora has conveyed to CR Puerto Vallarta
the Time-Share Interest arising from the Acapulco Project.
(c) Environmental Conditions. Lender shall be satisfied with the
environmental condition of the Acapulco Project.
(d) Transfer Fees. Lender shall have received in form and
substance satisfactory to Lender, evidence of payment of transfer fees
and taxes (if applicable) assessed by applicable governmental
authorities in connection with the purchase of the Acapulco Project
and the registration of the Guaranty Trusts (or of the amendments
thereof, as applicable).
(e) Credit Reports; Search Reports; Site Inspections. Lender
shall have received, in form and substance satisfactory to Lender, the
results of UCC searches (or its equivalent under Mexican law) with
respect to Borrower, lien, litigation, judgment and bankruptcy
searches (or its equivalent under Mexican law) for Borrower, any and
all Required Guarantors and conducted in such jurisdictions as Lender
deems appropriate and having a currency meeting Lender's requirements.
A member of Lender's credit committee shall have inspected the
Acapulco Project and shall be satisfied with the results of such
inspection.
12
(f) Organizational Structure. Lender shall be satisfied with the
organizational structure of Villa Vera and Promotora.
(g) Broker. If the services of a broker have been utilized by
Borrower to arrange the Receivables Loan or the Inventory Loan to
Promotora and Villa Vera, evidence that any fee due such broker or
brokers has been paid or shall be paid. In any event, such fees are to
be borne solely by Borrower.
(h) Affiliation. Lender has received evidence satisfactory to it
that the Acapulco Project is affiliated with either Resort Condominium
International or Interval International and is in good standing with
such exchange companies.
(i) Marketing Agreements. Lender shall have received and approved
all management and marketing agreements pertinent to the Acapulco
Project (which shall be collaterally assigned to Lender pursuant to
the CILP Assignment) and which agreements shall be terminable at
Lender's option upon an Event of Default.
(j) Time-Share Matters. Lender shall have (i) received and
approved the Time-Share Program Consumer Documents used to sell the
Time-Share Interests at the Acapulco Project, (ii) received legal
opinions in form and substance and from counsel satisfactory to Lender
as to the sufficiency and enforceability of such Time-Share Program
Consumer Documents and as to such other matters concerning such
Time-Share Program Consumer Documents as Lender shall require, (iii)
received evidence that Borrower has obtained the Minimum Required
Time-Share Approvals conditioned solely upon the delivery to PROFECO
of (A) the public deed conveying the Acapulco Project to the
applicable Guaranty Trust and (B) a copy of the insurance policy
evidencing the maintenance by the Borrower of necessary insurance
coverage as to the Acapulco Project.
(k) Lot 16. Lender is satisfied with the agreements that have
been reached between Promotora and Bancomer, S.A. concerning the lot
or lots within the Acapulco Project that were not included within
Bancomer's original adjudication and Lender has the benefit of those
agreements.
(l) Default. There shall not then exist an Incipient Default or
an Event of Default.
(m) Representations and Warranties. All the representations and
warranties of the Borrower and Required Guarantor in the Loan
Documents shall be true and correct, in all material respects, before
and after giving effect to the making of this Amendment.
(n) Costs. Borrower shall have paid all closing costs, recording
fees and taxes, appraisal fees and expenses, travel expenses, fees and
expenses of Lender's counsel, and all other costs and expenses
incurred by Lender in connection with the preparation of, closing of
and disbursement of the advances pursuant to this Amendment, which
costs, fees and expenses may be payable from the first advance made
pursuant to this Amendment.
(o) Material Adverse Change. There has occurred no material
adverse change in the business, operations, profits or prospects of
Borrower or Required Guarantor or on the condition of Borrower's or
Required Guarantor's assets from and after the date of the last
financial statements of Borrower or Required Guarantor submitted to
Lender.
9. Covenants and Representations.
9.1 Borrower agrees to deliver those items listed in paragraph 8(j)
hereof to PROFECO and obtain all necessary time-share approvals from the
State of Guerrero, no later than the earlier of (i) the first Advance of
any proceeds of the Receivables Loan against Eligible Instruments arising
from the Acapulco Project or (ii) January 31, 2000;
13
9.2 Borrower agrees to diligently enforce all of the obligations owed
by Bancomer, S.A. to Promotora and Villa Vera as the seller of the Acapulco
Project. At such time as Bancomer, S.A. has acquired title to the Lot 16
(as hereinafter identified), Borrower shall immediately thereafter acquire
the same from Bancomer, S.A. and thereafter convey the same into the
applicable Guaranty Trust. Borrower shall thereafter use its diligent and
best efforts to obtain a perpetual ingress and egress easement over Paso
Privado and shall cause such easement to be conveyed into the applicable
Guaranty Trust. For purposes thereof, "Lot 16" shall mean that parcel of
property between Polygon E and Paso Privado as reflected on the survey of
the Acapulco Project delivered to Lender pursuant to Paragraph 8(b)(x);
9.3 Promptly upon written request, the Borrower shall, and shall
likewise cause Remainder Company and the Land Trustee to execute, further
amendments to those Guaranty Trusts executed in connection with the
Original Loan Agreement so as to include within the text of such Guaranty
Trusts, any language that was contained in the final version of such trusts
but which was not included within the public instrument prepared by the
applicable Notary Public. Borrower shall thereafter promptly cooperate with
Lender in connection with the registration of such amendments. In
connection therewith, Borrower shall cause the Title Policy to be endorsed,
at the sole cost and expense of Borrower, to include such amendments within
Schedule A thereof and to assure Lender that such amendments remain in the
same priority as the original Guaranty Trusts. Promptly upon written
request, Borrower grant in favor of Lender a power of attorney sufficient
in form and substance under Mexican law for purposes of permitting Lender
to exercise all of power of attorney rights granted to Lender under the
Loan Documents. Furthermore, promptly upon written request, Borrower shall
grant in favor of Lender a first priority lien and security interest under
Mexican law on all furniture, furnishings, fixtures, machinery, equipment
and other related personal property, together with all contracts, permits,
licenses and approvals, located in or on or used in connection with the
Time-Share Project, in form and substance satisfactory to Lender. Borrower
shall not execute any documents or instruments relating to its contemplated
loan facilities with Textron Financial Corporation or Bancomer, S.A. in a
form that has not been approved by Lender.
9.4 Borrower agrees not to consent to the making of any amendments to
the loan agreement or other documents executed by Borrower with either of
Textron Financial Corporation or Bancomer, S.A. that would materially and
adversely affect Lender or be contrary to the express provisions of any
intercreditor agreement between Lender and either of the aforementioned
other lenders.
9.5 With respect to the Acapulco Project, Borrower warrants and
represents to Lender as follows, which representations and warranties shall
be deemed made and reaffirmed prior to the making of each Advance:
9.5.1 The Acapulco Project is zoned for time-share and other intended
uses and, subject to the provisions of paragraph 9.1 hereof, all approvals
required for such uses under any covenants, conditions and restrictions
have been obtained. The present use of the Acapulco Project will not
violate any existing bylaws, restrictions, covenants or regulations
affecting the Acapulco Project;
9.5.2 The Acapulco Project is not located within a flood prone area;
and
9.5.3 There exists current and reasonably anticipated continued
availability of utilities necessary to serve the Acapulco Project for
time-share and other intended uses.
10. Indebtedness Acknowledged. Borrower hereby ratifies, reaffirms,
acknowledges and agrees that the Loan Agreement and the other Loan
Documents represent valid, enforceable and collectable obligations of each
Borrower. Borrower acknowledges that the indebtedness evidenced by the Loan
Documents is just and owing and agrees to pay the indebtedness in
accordance with the terms of the Loan Documents. Borrower acknowledges that
as of the date hereof, it has (i) no defense (personal or otherwise),
counterclaim, offset, cross-complaint, claim or demand of any nature
whatsoever which can be asserted as a basis to seek affirmative relief or
damages from Lender or as a basis to reduce or eliminate all or any part of
its liability to repay the Receivables Loan or the Inventory Loan and (ii)
no existing claims, defenses (personal or otherwise) or rights of setoff
whatsoever with respect to the Obligations of Borrower under the Loan
Agreement or any of the other Loan Documents. Borrower further acknowledges
and represents that no Event of Default or Incipient Default has occurred
either before or after giving effect to this Amendment and the execution
and delivery of the First Amended and Restated Receivables Promissory Note
and the First Amended and Restated Inventory Promissory Note.
14
11. Reaffirmation of Warranties. Borrower hereby reaffirms to Lender
each of the representations, warranties, covenants and agreements of
Borrower as set forth in each of the Loan Documents with the same force and
effect as if each were separately stated herein and made as of the date
hereof. Borrower represents and warrants to Lender that, with respect to
the financing transaction herein contemplated, no person or entity is
entitled to any brokerage fee or other commission and Borrower agrees to
indemnify and hold Lender harmless against any and all such claims.
12. Ratification of Terms and Conditions. All terms, conditions and
provisions of the Loan Agreement, and of each of the other Loan Documents,
shall continue in full force and effect and shall remain unaffected and
unchanged except as specifically amended hereby or pursuant hereof. In the
event of any conflict between the terms and conditions of this Amendment
and any of the other Loan Documents, the provisions of this Amendment shall
control.
13. Other Writings. Lender and Borrower will execute such other
writings as may be necessary to confirm or carry out the intentions of
Lender and Borrower evidenced by this Amendment.
14. Benefit of this Amendment. The terms and provisions of this
Amendment and the other Loan Documents shall be binding upon and inure to
the benefit of Lender and Borrower and their respective successors and
assigns, except that Borrower shall not have any right to assign its rights
under this Amendment or any of the Loan Documents or any interest therein
without the prior written consent of Lender.
15. CHOICE OF LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN,
THIS AMENDMENT AND THE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HERETO
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF ARIZONA (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS)
AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE
UNITED STATES.
16. Entire Agreement. Except as modified by this Amendment, the Loan
Documents remain in full force and effect. The Loan Documents as modified
by this Amendment embody the entire agreement and understanding between
Borrower and Lender, and supersede all prior agreements and understandings
between said parties relating to the subject matter thereof.
17. Counterparts. This Amendment may be executed in any number of
separate counterparts, all of which when taken together shall constitute
one and the same instrument, admissible into evidence, notwithstanding the
fact that all parties have not signed the same counterpart.
[SIGNATURE PAGE FOLLOWS]
15
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by Persons duly authorized on the day and year first
above written.
"BORROWER" CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS LOS CABOS, S. de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA, S. de R.L. de
C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CORPORACION MEXITUR, S de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS CANCUN TIMESHARE TRUST, S. de
R.L. de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS CABOS TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA TIMESHARE TRUST,
S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable
capital
By:
Type/Print Name:
Title:
16
PROMOTORA VILLA VERA, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
VILLA VERA RESORT, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
"LENDER" FINOVA CAPITAL CORPORATION, a Delaware
corporation
By:
Type/Print Name:
Title:
17
EXHIBIT A
Permitted Encumbrance - Acapulco Project
1. Taxes which are not yet due and payable.
2. Proceedings by a public agency which may result in Taxes (taxes, interest,
actualization and penalties collectively referred to herein as "Taxes") or
assessments, or notice of such proceedings, including but not limited to
taxes derived out of the mergers and spin-offs associated with this
transaction, unless shown by the records of such agency or by the public
records.
3. No insurance afforded as to the exact square meters and/or acreage
contained in the land described herein.
4. Water rights or claims or title to water.
5. Any rights in favor of the public to use all or a portion of said land for
beach and/or recreational purposes, or any rights, interest or claims which
may exist or arise by reason of a portion of said land being used by the
public for access to and from the adjoining body of water known as the
Pacific Ocean.
6. Any adverse claim based upon the assertion that same portion of said land
is in tide or submerged land, or has been created by artificial means or
has accreted to said portion so created.
7. Survey entitled Levantamiento Topagrafico Hotel Villa Vera, Lomas del Mar
No. 35 Col. Condesa, Acapulco, Gro. Certified on November 17, 1999
pertaining to the real property known as the Hotel Villa Vera, Port-Town of
Acapulco, State of Guerrero, Mexico (the "Survey"). Said Survey shows the
following:
a. Encroachment of stairs along the west side of Lot 38 into
Brisas Del Mar;
b. Encroachment of a wall along the north side of the lot
known of Fraccion II onto the adjoining property;
c. Encroachment of the house, terrace and pool of the "Casa Julio" onto
the adjoining property
(Note: This exception will be omitted upon the successful
Adjudication by Bancomer of Lot 16 and subsequent transfer to owner);
d. Access road and right-of-way of third parties along the west side of
the lot known as "Polygon E"; and
e. Access and right-of-way of third parties over Calle Privada (also
known as the "Unnumbered Lot").
18
EXHIBIT B
BORROWER'S CERTIFICATE
CR Resorts Cancun, S. de R.L. de C.V., a Mexican limited responsibility
corporation with variable capital; CR Resorts Los Cabos, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital; CR Resorts
Puerto Vallarta, S. de R.L. de C.V., a Mexican limited responsibility
corporation with variable capital; Corporacion Mexitur, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital; CR Resorts
Cancun Timeshare Trust, S. de R.L. de C.V., a Mexican limited responsibility
corporation with variable capital; CR Resorts Cabos Timeshare Trust, S. de R.L.
de C.V., a Mexican limited responsibility corporation with variable capital and
CR Resorts Puerto Vallarta Timeshare Trust, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital, Promotora Villa Vera,
S. de R.L. de C.V., a Mexican limited responsibility corporation with variable
capital and Villa Vera Resort, S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable capital (collectively "Borrower")
hereby jointly and severally certify to FINOVA CAPITAL CORPORATION ("Lender")
that (i) the total unpaid payments due under the Instruments described in
Schedule A attached hereto and by this reference incorporated herein and the
unpaid principal balance for each such Instrument is as set forth in Schedule A;
and (ii) such Instruments are, individually and collectively, Eligible
Instruments.
Except as otherwise defined herein or the context otherwise requires, all
capitalized terms used herein have the meaning given to them in the First
Amended and Restated Loan and Security Agreement between Borrower and Lender
dated as of April 23, 1999, as it may be from time to time renewed, amended,
replaced or restated.
DATED: ____________, ______.
"BORROWER" CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS LOS CABOS, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA, S. de R.L.de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CORPORACION MEXITUR, S de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
19
CR RESORTS CANCUN TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS CABOS TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA TIMESHARE TRUST,
S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable
capital
By:
Type/Print Name:
Title:
PROMOTORA VILLA VERA, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
VILLA VERA RESORT, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital.
By:
Type/Print Name:
Title:
20
EXHIBIT C
REQUEST FOR RECEIVABLES LOAN ADVANCE
AND CERTIFICATION
The undersigned ("Borrower") requests FINOVA CAPITAL CORPORATION ("Lender")
to make a Receivables Loan Advance in the sum of
___________________________________________ UNITED STATES DOLLARS (U.S.
$_____________) upon receipt hereof, pursuant to the First Amended and Restated
Loan and Security Agreement between such parties dated as of _______________,
19____ (with any amendments, "Agreement").
Borrower hereby certifies to Lender that (i) the total unpaid payments due
under the Instruments for which the requested disbursement of the Receivables
Loan is sought and the unpaid principal balance for each such Eligible
Instrument is as set forth on Schedule A attached hereto and by this reference
incorporated herein; (ii) the Instruments against which the requested
disbursement of the Receivables Loan is sought are, individually and
collectively, Eligible Instruments; (iii) no material adverse change has
occurred in the financial condition or in the business and operations of
Borrower since _______________, _____, the date of the last financial statements
delivered to Lender; (iv) all representations and warranties contained in the
Agreement are true and correct as of the date hereof; (v) neither an Event of
Default nor an Incipient Default exists; and (vi) Borrower has Performed and
complied with all agreements, covenants and conditions required by the Agreement
to be Performed and complied with prior to or at the date of the requested
disbursement of the Receivables Loan.
Except as otherwise defined herein or the context otherwise requires, all
capitalized terms used herein have the meaning given to them in the Agreement.
DATED: ________________, ______.
"BORROWER" CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS LOS CABOS, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA, S.de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CORPORACION MEXITUR, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
21
CR RESORTS CANCUN TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS CABOS TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA TIMESHARE TRUST,
S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable
capital
By:
Type/Print Name:
Title:
PROMOTORA VILLA VERA, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
VILLA VERA RESORT, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital.
By:
Type/Print Name:
Title:
22
EXHIBIT D
ASSIGNMENT OF INSTRUMENTS AND RECEIVABLES COLLATERAL
KNOW ALL MEN BY THESE PRESENTS:
That U. S. Trust Company, National Association, as Trustee of the Club
Regina Trust I; U.S. Trust Company, a national association, as Trustee of the
Club Regina Trust II; U.S. Trust Company, National Association, as Trustee of
the Club Regina Trust III; CR Resorts Cancun, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital; CR Resorts Los Cabos,
S. de R.L. de C.V., a Mexican limited responsibility corporation with variable
capital; CR Resorts Puerto Vallarta, S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable capital; Corporacion Mexitur, S. de
R.L. de C.V., a Mexican limited responsibility corporation with variable
capital; CR Resorts Cancun Timeshare Trust, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital; CR Resorts Cabos
Timeshare Trust, S. de R.L. de C.V., a Mexican limited responsibility
corporation with variable capital, CR Resorts Puerto Vallarta Timeshare Trust,
S. de R.L. de C.V., a Mexican limited responsibility corporation with variable
capital, Promotora Villa Vera, S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable capital and Villa Vera Resort, S. de
R.L. de C.V., a Mexican limited responsibility corporation with variable capital
(collectively, "Assignor"), as owner of the Instruments ("Instruments")
described in Schedule A attached hereto and by this reference incorporated
herein, together with all other items of Receivables Collateral pertaining to
such Instruments, for Ten Dollars ($10.00) and other valuable consideration to
it in hand paid by FINOVA Capital Corporation, a Delaware corporation
("Assignee"), the receipt whereof is hereby acknowledged, does by these presents
grant, bargain, sell, assign, transfer and set over unto Assignee all of
Assignor's interest in said Instruments and Receivables Collateral pertaining
thereto.
TOGETHER WITH all obligations therein secured, all moneys due and to become
due thereunder, and all interest thereon, and all rights arising therefrom.
For purposes hereof, the term Receivables Collateral shall be as defined in
that certain First Amended and Restated Loan and Security Agreement between CR
Resorts Cancun, S. de R.L. de C.V., CR Resorts Los Cabos, S. de R.L. de C.V., CR
Resorts Puerto Vallarta, S. de R.L. de C.V., Corporacion Mexitur S. de R.L. de
C.V., CR Resorts Cancun Timeshare Trust, S. de R.L. de C.V, CR Resorts Puerto
Vallarta Timeshare Trust, S. de R.L. de C.V., CR Resorts Cabos Timeshare Trust,
S. de R.L. de C.V., Promotora Villa Vera, S. de R.L. de C.V. and Villa Vera
Resort, S. de R.L. de C.V. as Borrower and FINOVA Capital Corporation as Lender
dated April 23, 1999, as amended.
This Assignment may be executed in any number of separate counterparts, all
of which, when taken together, shall constitute one and the same instrument,
notwithstanding the fact that all parties have not signed the same counterpart.
IN WITNESS WHEREOF, the Assignor has caused these presents to be executed
the ___ day of ________________, 199__.
"Assignor"
WITNESS: CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
WITNESS: CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
23
WITNESS: CR RESORTS LOS CABOS, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
WITNESS: CR RESORTS PUERTO VALLARTA, S. de R.L. de
C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
WITNESS: CORPORACION MEXITUR, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
WITNESS: CR RESORTS CANCUN TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
WITNESS: CR RESORTS CABOS TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
WITNESS: CR RESORTS PUERTO VALLARTA TIMESHARE TRUST,
S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable
capital
By:
Type/Print Name:
Title:
WITNESS: PROMOTORA VILLA VERA, S. de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
24
WITNESS: VILLA VERA RESORT, S. de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
WITNESS: U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee of the Club Regina Trust I
By:
Type/Print Name:
Title:
WITNESS: U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee of the Club Regina Trust II
By:
Type/Print Name:
Title:
WITNESS: U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee of the Club Regina Trust III
By:
Type/Print Name:
Title:
25
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Cancun, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital on behalf of such
corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Los Cabos, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital on behalf of
such corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
________________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Puerto Vallarta, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital on behalf of
such corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
26
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
________________________, 1999, by _______________________________________, the
__________________________ of Corporacion Mexitur, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital on behalf of such
corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
________________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Cancun Timeshare Trust, S. de R.L. de
C.V., a Mexican limited responsibility corporation with variable capital on
behalf of such corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Cabos Timeshare Trust, S. de R.L. de
C.V., a Mexican limited responsibility corporation with variable capital, on
behalf of such corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
27
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of CR Resorts Puerto Vallarta Timeshare Trust, S. de
R.L. de C.V., a Mexican limited responsibility corporation with variable
capital, on behalf of such corporation. He/She is personally known to me or has
produced __________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of Promotora Villa Vera, S. de R.L. de C.V., a
Mexican limited responsibility corporation with variable capital with variable
capital, on behalf of such corporation. He/She is personally known to me or has
produced __________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of Villa Vera Resort, S. de R.L. de C.V., a Mexican
limited responsibility corporation with variable capital, on behalf of such
corporation. He/She is personally known to me or has produced
__________________________ as identification.
Notary Public in and for said State and County
My commission expires:
28
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of U. S. Trust Company, National Association, as
Trustee of the Club Regina Trust I, on behalf thereof. He/She is personally
known to me or has produced __________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of U. S. Trust Company, National Association, as
Trustee of the Club Regina Trust II, on behalf thereof. He/She is personally
known to me or has produced __________________________ as identification.
Notary Public in and for said State and County
My commission expires:
STATE OF _____________ )
) ss.
County of ______________ )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1999, by _______________________________________, the
__________________________ of U. S. Trust Company, National Association, as
Trustee of the Club Regina Trust III, on behalf thereof. He/She is personally
known to me or has produced __________________________ as identification.
Notary Public in and for said State and County
My commission expires:
29
SCHEDULE a
to assignment of instruments
Purchaser
Date
Original Principal
Amount Secured
30
EXHIBIT E
REQUEST FOR INVENTORY LOAN ADVANCE
AND CERTIFICATION
The undersigned ("Borrower") requests FINOVA CAPITAL CORPORATION ("Lender")
to make an Inventory Loan Advance in the sum of ______________________________
UNITED STATES DOLLARS (U.S. $__________) upon receipt hereof, pursuant to the
First Amended and Restated Loan and Security Agreement between such parties
dated as of ____________________, 19___ (with any amendments, "Agreement").
Borrower hereby certifies to Lender that (i) the total aggregate number of
unsold Time-Share Interests as of the date hereof as __________; (ii) no
material adverse change has occurred in the financial condition or in the
business and operations of Borrower since __________, _____, the date of the
last financial statements delivered to Lender; (iii) all representations and
warranties contained in the Agreement are true and correct as of the date
hereof; (iv) neither an Event of Default nor an Incipient Default exists; and
(v) Borrower has Performed and complied with all agreements, covenants and
conditions required by the Agreement to be Performed and complied with prior to
or at the date of the requested disbursement of the Receivables Loan.
Except as otherwise defined herein or the context otherwise requires, all
capitalized terms used herein have the meaning given to them in the Agreement.
DATED: ____________________.
"BORROWER" CR RESORTS CANCUN, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS LOS CABOS, S. de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA, S.de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CORPORACION MEXITUR, S de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
CR RESORTS CANCUN TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
31
By:
Type/Print Name:
Title:
CR RESORTS CABOS TIMESHARE TRUST, S. de R.L.
de C.V., a Mexican limited responsibility
corporation with variable capital
By:
Type/Print Name:
Title:
CR RESORTS PUERTO VALLARTA TIMESHARE TRUST,
S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable
capital
By:
Type/Print Name:
Title:
PROMOTORA VILLA VERA, S. de R.L. de C.V.,
a Mexican limited responsibility corporation
with variable capital
By:
Type/Print Name:
Title:
VILLA VERA RESORT, S. de R.L. de C.V., a
Mexican limited responsibility corporation
with variable capital.
By:
Type/Print Name:
Title:
32
EXHIBIT F
Spread Sheet
33
EXHIBIT G
Amounts owed to Contractors
34
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This 10-K Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/8/97 | | 3 |
| | 8/11/97 | | 3 |
| | 8/12/97 | | 3 |
| | 8/18/97 | | 3 |
| | 11/28/97 | | 3 | | 4 |
| | 3/3/98 | | 3 | | 4 |
| | 5/4/98 | | 8 |
| | 11/23/98 | | 4 |
| | 4/15/99 | | 6 |
| | 4/23/99 | | 1 | | 23 |
| | 4/26/99 | | 3 | | 4 |
| | 7/29/99 | | 8 |
| | 8/6/99 | | 8 |
| | 9/14/99 | | 11 |
| | 11/1/99 | | 7 |
| | 11/17/99 | | 18 |
| | 11/30/99 | | 3 | | 4 |
| | 12/1/99 | | 11 |
| For The Period Ended | | 12/31/99 | | 6 | | | | | 10-K/A |
| | 1/31/00 | | 13 |
| Filed On / Filed As Of | | 3/30/00 |
| | 6/30/01 | | 6 | | | | | 10-Q |
| |
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