CLUB REGINA RESORTS, INC. WARRANT AGREEMENT Dated as of December 5, 1997Warrant Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
1 EXHIBIT 10.12 SHAREHOLDERS' AGREEMENT This Shareholders' Agreement, dated as of January __________, 1998, is by and among Club Regina Resorts, Inc., a Nevada corporation (the Company), Criswell Associates, L.L.C. (Criswell LLC), William T. Criswell,...Shareholders' Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • Texas
FORM OFOperating Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
LOAN AGREEMENT Borrower: Regina Resorts, LLCLoan Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries)
INDENTUREClub Regina Resorts Inc • April 22nd, 1998 • Land subdividers & developers (no cemeteries) • New York
BACKGROUNDLoan and Security Agreement • November 14th, 2001 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • Rhode Island
GUARANTY AGREEMENT (Loan Facility) THIS GUARANTY AGREEMENT ("Guaranty") is made as of November 30, 2001, by and between RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation ("Guarantor") and RESORT CONDOMINIUMS INTERNATIONAL, LLC, a Delaware...Guaranty Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • New Jersey
AGREEMENT by and amongAgreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • Delaware
PROMISSORY NOTE (Receivables Loan)Raintree Resorts International Inc • April 1st, 2002 • Land subdividers & developers (no cemeteries)
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 2001, is by and between Raintree Resorts International, Inc., a Nevada corporation ("Employer"), and Gustavo Ripol ("Employee"). W I T N E S S E T H: A. Employer...Employment Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • Texas
TAX ALLOCATION AGREEMENT By and amongTax Allocation Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 2001, is by and between Raintree Resorts International, Inc., a Nevada corporation ("Employer"), and Douglas Y. Bech ("Employee"). W I T N E S S E T H: A. Employer...Employment Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • Texas
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 2001, is by and between Raintree Resorts International, Inc., a Nevada corporation ("Employer"), and Cheryl C. Martell ("Employee"). W I T N E S S E T H: A. Employer...Employment Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • Texas
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 2001, is by and between Raintree Resorts International, Inc., a Nevada corporation ("Employer"), and Robert L. Brewton ("Employee"). W I T N E S S E T H: A. Employer...Employment Agreement • April 1st, 2002 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries) • Texas
RECITALSRegistration Rights Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • Texas
Agreement Modifying the Irrevocable Trust Contract in Guarantee and Source of Payment Number F626-99-5, entered into between: i) C.R.Resorts Puerto Vallarta, S. de R.L. de C.V., C.R.Resorts Cancun. S. de R.L. de C.V. and S.R. Resorts los Cabos, S. de...Agreement • August 14th, 2001 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries)
1 EXHIBIT 10.1 SECOND AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and between BANCOMER S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIEROStock Purchase Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
Action - any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. Affiliate - any corporation, partnership (general or limited), limited liability company, joint venture, trust, or any...Indemnity Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • Nevada
THIRD LOAN MODIFICATION AGREEMENT This THIRD LOAN MODIFICATION AGREEMENT (the "Third Modification Agreement") is made, entered into and effective as of the 28th day of September, 2001, by and among CR RESORTS CANCUN, S. DE R.L. DE C.V., a Mexican...Third Loan Modification Agreement • November 14th, 2001 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries)
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENTExchange Registration Rights Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
AGREEMENT by and amongClub Regina Resorts Inc • April 22nd, 1998 • Land subdividers & developers (no cemeteries) • Delaware
RECITALSClosing and Indemnity Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries)
AMENDMENT NO. 3 TO CORPORATE GUARANTEE AND SUBORDINATION AGREEMENT Reference is made to that certain Corporate Guarantee and Subordination Agreement dated as of November 22, 1998 (the "original Guarantee"), as amended by that certain Consent of...Corporate Guarantee and Subordination Agreement • May 15th, 2001 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries)
Reference is made to that certain Corporate Guarantee and Subordination Agreement dated as of November 22, 1998 (the "original Guarantee"), as amended by that certain Consent of Guarantor and Amendment No. 1 to Corporate Guarantee and Subordination Agreement dated as of April 23, 1999 (the "First Amendment") and as further amended by that certain Consent of Guarantor and Amendment No. 2 to Corporate Guarantee and Subordination Agreement dated as of November 30, 1999 (the "Second Amendment" and together with the First amendment and the Original Guarantee, the "Guarantee Agreement") from Raintree Resorts International, Inc. a Nevada corporation ("Guarantor") in favor of FINOVA Capital Corporation , a Delaware corporation ("Lender"), with respect to the obligations of 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.,
by and betweenWarrant Registration Rights Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
andWarrant Shares Registration Rights Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
2 3 K. Prior to the consummation of the Transaction, Desarrollos Turisticos Integrales Cabo San Lucas, S.A. de C.V. ("DTI CABO") and Bancomer entered into trust agreement which was amended and restated as set forth in public instrument number 16,531...Cross Indemnity Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries)
TO BE RATIFIED BEFORE A NOTARY PUBLIC] AMENDMENT AGREEMENT ENTERED INTO ON JUNE 1, 2001, TO THE PROMISSORY NOTES PLEDGE AGREEMENT ("AGREEMENT"), DATED NOVEMBER 23, 1999 BY AND AMONG CR RESORTS CANCUN, S. DE R.L. DE C.V. , CR RESORTS LOS CABOS, S. DE...Promissory Notes Pledge Agreement • August 14th, 2001 • Raintree Resorts International Inc • Land subdividers & developers (no cemeteries)
1 EXHIBIT 1.1Purchase Agreement • April 22nd, 1998 • Club Regina Resorts Inc • Land subdividers & developers (no cemeteries) • New York
