EXHIBIT 10.7
CONFIDENTIAL TREATMENT REQUESTED
LEASE AGREEMENT ENTERED INTO, ON ONE HAND, BY CONDOMINIO HUMBOLDT, S.A. DE
C.V. (HEREINAFTER REFERRED TO AS THE "LESSOR"), REPRESENTED HEREIN BY ITS
GENERAL AGENT, XXX. XXXXXXX XXXXXXXXX XXXXX XX XXXXXXX AND, ON THE OTHER
HAND, BY HOTELERA QUALTON, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE
"LESSEE"), REPRESENTED HEREIN BY ITS GENERAL AGENT, XX. XXXXXXXX XXXXXXXXX
XXXXXXXXX, IN ACCORDANCE WITH THE FOLLOWING RECITALS AND ARTICLES:
RECITALS
I. THE LESSOR DECLARES THROUGH ITS LEGAL REPRESENTATIVE THAT:
A. IT IS A COMMERCIAL COMPANY LEGALLY INCORPORATED PURSUANT TO THE LAWS OF THE
MEXICAN REPUBLIC AS EVIDENCED BY PUBLIC DEED NUMBER 48,468 DATED JANUARY
24, 1956, PASSED BEFORE THE FAITH OF XX. XXXXXXXXX XXXXXX XXXXXXX, NOTARY
PUBLIC NUMBER SEVENTY ONE OF THE FEDERAL DISTRICT, RECORDED AT THE PUBLIC
REGISTRY OF PROPERTY, COMMERCE SECTION, OF THE FEDERAL DISTRICT, UNDER
NUMBER 661, FOLIO 439 OF VOLUME 339 ON FEBRUARY 29, 1996, CURRENTLY
RECORDED UNDER COMMERCIAL FOLIO NUMBER 66174.
1
B. IT IS THE OWNER OF THE REAL ESTATE FORMED BY XXXX 0, 0-X, 0 XXX 0 XX XXX
XXXXX XXXXXXX EL ESCLAVO OF THE XXXXXXXXXX DEVELOPMENT IN THE CITY AND PORT
OF ACAPULCO, GUERRERO, THAT HAS AN APPROXIMATE AREA OF 4,560.50 SQUARE
METERS AND THE FOLLOWING MEASURES AND ADJACENT PROPERTIES:
TO THE NORTH: 106.00 METERS WITH XXXXXXX COSTERA
XXXXXX XXXXXX.
TO THE SOUTH: 107.40 METERS WITH THE FEDERAL ZONE
OF THE BAY OF ACAPULCO.
TO THE EAST: 58.00 METERS WITH XXX XXXXXX 0 XX XXX
XXXX XXXXX.
TO THE WEST: 31.35 METERS WITH AVENIDA XXXXXXXX
XX XXXXXXXXXX.
C. IN THE LOT MENTIONED IN THE FOREGOING SECTION, THE LESSOR CARRIED OUT AT
THE LESSOR'S EXPENSE WORKS CONSISTING OF THE SPECIALIZED CONSTRUCTION OF
TWO BUILDINGS FOR USE AS A HOTEL AND ANNEXES, KNOWN AS RITZ HOTEL, THAT FOR
THE PURPOSES OF THIS AGREEMENT AND THE LAND OVER WHICH THEY ARE BUILT WILL
BE JOINTLY REFERRED TO AS THE HOTEL.
D. THE ABOVE-MENTIONED REAL ESTATE IS FREE OF LIENS AND LIABILITIES TO THIRD
PARTIES AND UP TO DATE IN THE PAYMENT OF
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TAXES AND SERVICES THAT CORRESPOND TO SUCH REAL ESTATE AS EVIDENCED BY THE
CERTIFICATE OF NON-EXISTENCE LIENS, CERTIFICATE OF NO DEBT OF REAL ESTATE
PROPERTY TAX, WATER SERVICE FEES AND THE MOST RECENT ELECTRICITY SERVICE,
PAYMENT VOUCHERS, DOCUMENTS THAT ARE ATTACHED HERETO AND IDENTIFIED AS
ANNEX "A", AND FORM PART OF THIS AGREEMENT, REASON FOR WHICH IF ANY DEBT
SHOULD ARISE FOR WHICH LESSOR IS LIABLE, DATED PRIOR TO THIS AGREEMENT, FOR
SUCH SAME ITEMS LESSOR SHALL IMMEDIATELY PAY SUCH FEES OR TAXES.
E. THE ABOVE-MENTIONED HOTEL IS EQUIPPED WITH FURNITURE, ACCESSORIES,
INSTALLATIONS, DECORATIONS AND EQUIPMENT, WHICH CLASSIFICATION AND DETAILED
DESCRIPTION OF THE HOTEL ARE LISTED IN THE DOCUMENT WHICH, ONCE SIGNED BY
THE PARTIES WILL CONSTITUTE ANNEX "B" OF THIS AGREEMENT AND WILL BE AN
INTEGRAL PART OF THIS AGREEMENT AND AS A WHOLE HEREINAFTER SHALL BE
REFERRED TO AS LESSOR SUPPLIED EQUIPMENT (FOR THE PURPOSES OF THIS
AGREEMENT THE HOTEL AND THE LESSOR SUPPLIED EQUIPMENT WILL BE REFERRED TO
JOINTLY AS THE LEASED PROPERTY).
F. ***
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
3
G. THE ABOVE-MENTIONED HOTEL HAD THE AUTHORIZATIONS, PERMITS, LICENSES AND
CONCESSION TO USE THE FEDERAL MARITIME LAND ZONE, NECESSARY FOR THE
OPERATION AS RITZ HOTEL, ISSUED BY THE COMPETENT AUTHORITIES, WHICH ARE
ATTACHED TO THIS AGREEMENT AND IDENTIFIED AS ANNEX "C" AND THAT DULY SIGNED
BY THE PARTIES BECOMES AN INTEGRAL PART OF THIS AGREEMENT.
H. ***
I. LESSOR INTENDS TO GRANT A LEASE TO THE LESSEE ON THE LEASED PROPERTY, SO
THAT THE LESSEE MAY OPERATE THE HOTEL BY ITSELF OR THROUGH A HIRED
AFFILIATE OR SUBSIDIARY COMPANY.
J. THE GENERAL AGENT HAS THE NECESSARY POWERS TO EXECUTE THIS AGREEMENT AND
OBLIGATE THE COMPANY PURSUANT TO ITS TERMS.
II. THE LESSEE, DECLARES UNDER OATH TO TELL THE TRUTH THAT:
A. IT IS A COMMERCIAL COMPANY INCORPORATED PURSUANT TO THE LAWS OF THE MEXICAN
REPUBLIC AS EVIDENCED BY PUBLIC DEED NUMBER 106,800 DATED SEPTEMBER 18,
1992, PASSED BEFORE THE FAITH OF XX. XXXXXXX XXXXXXX Y XXXXXXX, NOTARY
PUBLIC NUMBER 20 IN THE FEDERAL DISTRICT, WHICH IS RECORDED AT THE
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
4
PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF THE FEDERAL DISTRICT UNDER
COMMERCIAL FOLIO NUMBER 168,939.
B. IT INTENDS TO LEASE THE LEASED PROPERTY TO OPERATE A HOTEL.
C. IT HAS PROFOUND KNOWLEDGE, EXPERIENCE AND CAPACITY IN THE MARKETING,
OPERATION AND MANAGEMENT OF HOTELS, RESTAURANTS, BARS AND RELATED AND
SIMILAR SERVICES, FOR WHICH THE LESSEE HAS THE NECESSARY SPECIALIZED
TECHNICAL PERSONNEL TO OPERATE THE LEASED PROPERTY.
D. IT IS AWARE OF THE CURRENT CONDITIONS OF THE LEASED PROPERTY, AND IT WISHES
TO PROVIDE FINANCING TO THE LESSOR SO THAT IT MAY CARRY OUT THE REMODELING
AND DECORATION OF THE LEASED PROPERTY IN THE MANNER THAT THE LESSOR
DECLARES IN SECTION F OF RECITAL I ABOVE.
E. ITS GENERAL AGENT HAS THE NECESSARY POWERS TO EXECUTE THIS AGREEMENT AND
OBLIGATE THE COMPANY PURSUANT TO ITS TERMS.
BASED ON THE FOREGOING, BOTH PARTIES EXECUTE THIS LEASE AGREEMENT, SUBJECT TO
THE FOLLOWING:
5
ARTICLES
ONE. THE LESSOR GRANTS THE LESSEE A LEASE AND LESSEE ACCEPTS SUCH LEASE, THEREBY
RECEIVING THE TEMPORARY USE AND ENJOYMENT OF THE LEASED PROPERTY. SUCH LEASE
SHALL INCLUDE EVERYTHING THAT DE FACTO AND BY LAW PERTAINS TO THE
ABOVE-MENTIONED BUILDINGS AND LAND OVER WHICH SUCH BUILDINGS ARE CONSTRUCTED
WITH THEIR USES, EASEMENTS, RIGHTS, ETC. AS OF THE DATE OF THIS AGREEMENT AND
THROUGHOUT ITS TERM AND THAT OF ITS EXTENSIONS, IF ANY, IN TERMS OF ARTICLE FOUR
BELOW, THE LESSEE SHALL BE ENTITLED TO THE EXCLUSIVE POSSESSION OF THE LEASED
PROPERTY.
TWO. THE PARTIES AGREE THAT:
A. THE LEASED PROPERTY SHALL BE USED ONLY FOR THE FUNCTIONING OF A HOTEL, AS
WELL AS FOR ALL THE ACTIVITIES THAT ARE DIRECTLY OR INDIRECTLY RELATED WITH
THIS PURPOSE. ***
B. ***
C. THE LESSOR EXPRESSLY EMPOWERS THE LESSEE TO CARRY OUT AT THE LESSEE'S
EXPENSE AND COST, FROM THE MOMENT OF THE HOTEL'S OPENING TO THE GENERAL
PUBLIC, AND DURING THE TERM OF THIS AGREEMENT, CONSTRUCTIONS, ADAPTATIONS,
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
6
INSTALLATIONS AND/OR IMPROVEMENTS THAT ARE REQUIRED FOR THE PURPOSES THAT
ARE SPECIFIED IN SECTION A OF THIS ARTICLE (HEREINAFTER TO BE JOINTLY
REFERRED TO AS IMPROVEMENTS) FOR WHICH THE LESSEE SHALL OBTAIN APPROVAL
FROM THE LESSOR (WHICH WILL NOT BE UNJUSTLY WITHHELD), AS WELL AS THE
LICENSES, PERMITS AND GOVERNMENTAL AUTHORIZATIONS THAT ARE REQUIRED AND, IF
APPLICABLE, THE CORRESPONDING SANCTIONS LEVIED SHALL BE AT THE *** EXPENSE
AND ACCOUNT.
D. WITH RESPECT TO THE LEASED PROPERTY'S REMODELING AND DECORATION THAT WILL
BE CARRIED OUT AT THE EXCLUSIVE EXPENSE AND COST OF THE LESSOR WITH FUNDS
FINANCED BY THE LESSEE, BOTH PARTIES ACCEPT THE FOLLOWING PROCEDURE: I) THE
LESSEE SHALL SUBMIT FOR TO THE LESSOR'S AUTHORIZATION, IN A TERM TO NOT
EXCEED THIRTY DAYS, AS OF THE DATE OF EXECUTION OF THIS AGREEMENT, THE
REMODELING AND DECORATION PROJECT FOR THE LEASED PROPERTY PREPARED BY THE
CONSTRUCTION COMPANY THAT THE LESSEE HAS CONTRACTED. SUCH PROJECT SHALL
INCLUDE, BUT NOT BE LIMITED TO, GENERAL BLUEPRINTS OF INTERIOR AND EXTERIOR
DECORATION, AS WELL AS THE FURNITURE AND THE SPECIFICATIONS OF THE
ELECTRICAL AND LIGHTNING INSTALLATION, HYDRAULIC AND SANITARY BLUEPRINTS
AND ANY
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
7
OTHER INSTALLATION AND THAT OF ADS AND SIGNS, AS WELL AS THE SCHEDULE OF
EXECUTION OF THE WORKS, INVESTMENT PROGRAM AND NAME OF THE CONTRACTOR THAT
WILL EXECUTE SUCH ACTIVITIES, II) THE LESSOR SHALL HAVE A TEN BUSINESS DAY
TERM TO GRANT OR DENY THE AUTHORIZATION AND SHALL BE ENTITLED TO CONFER
WITH THE LESSEE OR THE LESSEE'S CONSTRUCTION COMPANY TO MAKE ALL KINDS OF
CLARIFICATIONS OR OBSERVATIONS TO THE PROJECT, IT BEING UNDERSTOOD THAT
ONCE SUCH TERM HAS ELAPSED AND LESSOR HAS NOT NOTIFIED THE LESSEE OF ITS
DECISION TO GRANT OR DENY THE AUTHORIZATION FOR THE PROJECT, THE REMODELING
AND DECORATION PROJECT FOR THE LEASED PROPERTY PRESENTED TO THE LESSOR
SHALL BE DEEMED APPROVED IN ALL ITS TERMS. SUCH PROJECT SHALL BE BETWEEN
*** CURRENCY OF THE UNITED STATES OF AMERICA APPROXIMATELY), AND SHALL NOT
EXCEED THE AMOUNT OF *** CURRENCY OF THE UNITED STATES OF AMERICA), IT
BEING UNDERSTOOD THAT IN THE EVENT SUCH PROJECT EXCEEDS THE AMOUNT
INDICATED ABOVE, ANY ADDITIONAL AMOUNT SHALL BE COVERED EXCLUSIVELY BY THE
***, III) ONCE THE PROJECT HAS BEEN AUTHORIZED, THE WORK AGREEMENT BETWEEN
THE LESSOR AND THE CONSTRUCTION COMPANY SHALL BE FORMALIZED, IV) THE LESSEE
ACCEPTS FROM THIS MOMENT ON AS SUPERVISOR OF THE WORKS ***, AND/OR HIS
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
8
SUBSTITUTE, WHOM ON BEHALF OF THE LESSOR AND AT LESSOR'S COST AND EXPENSE
SHALL SUPERVISE THE EXECUTION TIME, THE QUALITY OF THE MATERIALS, AND THE
PRICE OF THE WORKS TO BE EXECUTED, V) BOTH PARTIES COMMIT TO NOT EXECUTE
ANY WORKS UNTIL THE ESTABLISHED PROCEDURE HAS BEEN FOLLOWED AND COMPLETED,
***
THREE.
A. THE LESSEE SHALL PAY TO THE LESSOR OR THE PERSON REPRESENTING THE LESSOR'S
RIGHTS, BEGINNING ON JANUARY 1, 1997, AS RENT, THE MONTHLY AMOUNT OF ***
CURRENCY OF THE UNITED STATES OF AMERICA) OR ITS EQUIVALENT IN MEXICAN
CURRENCY AT THE EXCHANGE RATE PUBLISHED BY MEXICAN CENTRAL BANK FOR PAYMENT
OF OBLIGATIONS DENOMINATED IN FOREIGN CURRENCY, PLUS ***. EVERY MONTHLY
PAYMENT SHALL BE PAID IN FULL, EVEN THOUGH LESSEE OCCUPIES THE LEASED
PROPERTY ONLY DURING PART OF A MONTH.
B. THE LESSEE SHALL PAY THE RENT AS SET FORTH IN THE PRECEDING SECTION IN ***,
AT THE LESSOR'S DOMICILE, WITHOUT NEED OF PRIOR COLLECTION, AND THE LESSOR
SHALL DELIVER TO THE LESSEE
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
9
RECEIPTS IN COMPLIANCE WITH TAX REQUIREMENTS, AS SET FORTH IN THE LAWS IN
FORCE.
C. EVEN THOUGH THE LESSOR MAY RECEIVE RENT ON A DATE OTHER THAN THE DATE SET
FORTH ABOVE OR ADMIT PARTIAL PAYMENTS ON ACCOUNT OF RENT, THIS AGREEMENT
SHALL NOT BE DEEMED NOVATED, WHETHER WITH RESPECT TO ITS TERMS, OR THE
MANNER IN WHICH PAYMENTS ARE MADE.
D. THE LESSEE SHALL NOT WITHHOLD RENT IN ANY OR UNDER ANY NAME, WHETHER
JUDICIAL OR EXTRAJUDICIAL, BUT RATHER LESSEE SHALL PAY RENT ON THE AGREED
UPON DATE, EXCEPT THE AMOUNT OF THE OBLIGATIONS THAT THE LESSOR HAS
CONTRACTED, AS BORROWER, IN THE LOAN AGREEMENT ENTERED INTO SIMULTANEOUSLY
AND SEPARATELY WITH THE LESSEE AS LENDER; SUCH DOCUMENT IS ATTACHED TO THIS
AGREEMENT AS ANNEX "E" AND ONCE DULY SIGNED BY THE PARTIES SHALL BECOME AN
INTEGRAL PART OF THIS AGREEMENT.
E. ***
FOUR.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
10
A. THE TERM OF THIS LEASE SHALL BE A COMPULSORY *** PERIOD FOR BOTH PARTIES,
COMMENCING ON JANUARY 1, 1997.
B. IN THE EVENT THAT ANY OF THE PARTIES WISHES TO UNILATERALLY TERMINATE THIS
AGREEMENT BEFORE THE COMPULSORY LEASE TERM SET FORTH IN SECTION A ABOVE
EXPIRES, SUCH PARTY SHALL PROVIDE WRITTEN NOTICE DELIVERED IN AN UNDUBIOUS
MANNER TO THE OTHER PARTY, ***.
C. ***
D. ***
E. THE LESSEE SHALL HAVE THE OPTION TO REQUEST FROM THE LESSOR AN EXTENSION TO
THE AGREEMENT FOR AN ADDITIONAL *** TERM, PROVIDED THAT SUCH OPTION IS
EXERCISED WITH AT LEAST *** MONTHS IN ADVANCE TO THE EXPIRATION OF THE TERM
REFERRED TO IN SECTION A ABOVE, BY MEANS OF WRITTEN NOTICE DELIVER IN AN
UNDUBIOUS MANNER TO THE LESSOR.
F. ***
G. ***
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
11
H. THE IMPROVEMENTS THAT THE LESSEE PERFORMS ON THE LEASED PROPERTY SHALL
REMAIN AT THE TERMINATION OF THE LEASE TO THE BENEFIT OF THE PROPERTY,
UNLESS THE LESSEE, BECAUSE IT IS CONVENIENT TO THE LESSEE'S INTERESTS,
WISHES TO REMOVE THE REMOVABLE INSTALLATIONS THAT THE LESSEE MAY HAVE
PLACED IN OR UPON THE LEASED PROPERTY. IN SUCH EVENT, THE LESSEE SHALL BE
ENTITLED TO DO SO. LESSEE SHALL BE OBLIGATED TO REPAIR ANY DAMAGES CAUSED
TO THE LEASED PROPERTY AS A RESULT OF THE REMOVAL OF SUCH INSTALLATIONS,
AND SHALL LEAVE SUCH LEASED PROPERTY PERFECTLY CLEAN AND IN THE BEST
CONDITIONS OF PRESERVATION.
FIVE.
A. THE LESSOR AND THE LESSEE AGREE THAT THE LEASED PROPERTY INCLUDING, BUT NOT
LIMITING TO, THE STRUCTURAL PARTS, FURNITURE, EQUIPMENT AND DECORATIONS,
SHALL ALWAYS BE MAINTAINED IN GOOD CONDITIONS OF PRESERVATION. *** SHALL BE
EXCLUSIVELY RESPONSIBLE FOR MAKING ALL REPAIRS, REPLACEMENTS OR FIX UPS
THAT ARE REQUIRED FOR SUCH PURPOSE.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
12
B. UPON VACATING THE LEASED PROPERTY, THE LESSEE SHALL DELIVER SUCH LEASED
PROPERTY TO THE LESSOR IN GOOD CONDITIONS OF PRESERVATION WITH ONLY NORMAL
WEAR AND TEAR.
SIX.
A. THE *** SHALL PAY THE PROPERTY TAX APPLICABLE TO THE LEASED PROPERTY.
B. THE WATER, ELECTRICITY, TELEPHONE AND GAS CONSUMPTION SERVICES, AND OTHERS
USED BY THE LESSEE SHALL BE BORNE BY THE ***. *** SHALL NEGOTIATE AND
EXECUTE THE RESPECTIVE SERVICE AGREEMENTS IN ITS NAME, AND SHALL BE
OBLIGATED TO PAY ANY DEBT ARISING FROM SUCH SERVICES AFTER THE LEASED
PROPERTY IS VACATED, AS WELL AS THE TAX PAYMENTS THAT *** MAY OWE ARISING
FROM THE FUNCTIONING OF THE BUSINESS THAT THE *** INSTALLS ON THE LEASED
PROPERTY.
C. IN ORDER FOR THE LESSEE TO EXECUTE THE AGREEMENT WITH TELEFONOS DE MEXICO,
S.A. DE C.V. IN ITS NAME FOR TELEPHONE SERVICE, THE LESSOR IS OBLIGATED TO
ASSIGN FOR A PRICE DETERMINED BY MUTUAL AGREEMENT OF BOTH PARTIES, EACH AND
EVERY ONE OF THE TELEPHONE LINES THAT THE LESSOR OR AN AFFILIATED COMPANY
HAS CONTRACTED AT THE LEASED PROPERTY.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
13
D. THE *** SHALL BE RESPONSIBLE FOR THE FEES ARISING FROM THE USE OF THE
FEDERAL MARITIME-LAND ZONE, AS WELL AS THE AMOUNT OF ALL TAXES AND FEES
LEVIED OR TO BE LEVIED, WHETHER MUNICIPAL, STATE, OR FEDERAL, ON THE LEASED
PROPERTY SUCH AS COOPERATION, LIGHTING SYSTEM, EQUITY, DRAIN AND SIMILAR
TAXES AND FEES.
E. THE *** AGREE TO *** CONTRACT AN INSURANCE POLICY DENOMINATED IN DOLLARS OF
THE UNITED STATES OF AMERICA COVERING ANY RISK TO WHICH THE LEASED PROPERTY
MAY BE EXPOSED, SUCH AS FIRE, LIGHTNING, TREMORS AND/OR EARTHQUAKES AND/OR
VOLCANIC ERUPTION, HURRICANES, HAIL AND/OR WHIRLWINDS, HEAVY SEAS AND/OR
FLOODS, EXPLOSIONS AND ACTS OF VANDALISM.
IT IS UNDERSTOOD THAT THE *** SHALL PAY THE PROPORTIONAL PART OF THE FIRE,
LIGHTNING, TREMORS, EARTHQUAKE, HURRICANES AND/OR EXPLOSIONS AND THE REST
OF THE RISKS DESCRIBED IN THE PRECEDING PARAGRAPH SHALL BE BORNE BY THE
***.
THE VALUE OF THE ABOVE-MENTIONED INSURANCE POLICY SHALL BE DETERMINED BY
MUTUAL AGREEMENT OF THE PARTIES AND SHALL NEVER BE LESS THAN THE TOTAL
INSURABLE REPLACEMENT COST OF
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
14
THE LEASED PROPERTY DAMAGES. THE PREFERRED BENEFICIARY SHALL BE THE ***.
IT IS EXPRESSLY AGREED THAT IN THE EVENT THAT SUCH AN INCIDENT WERE TO
OCCUR, THE *** SHALL MAKE AN INVESTMENT EQUAL TO THE PROCEEDS RECEIVED, FOR
THE RECONSTRUCTION OF THE LEASED PROPERTY.
F. THE *** SHALL MAINTAIN, AT ITS SOLE EXPENSE, INSURANCE THAT COVERS ITS
CIVIL AND OBJECTIVE LIABILITY VIS-A-VIS THE PUBLIC, AS WELL AS BUSINESS
INTERRUPTION.
G. ***
H. ***
I. ***
SEVEN. SINCE THE LESSEE IS A CORPORATION INCORPORATED IN TERMS OF ARTICLE 13 OF
THE FEDERAL LABOR LAW, THAT HAS THE NECESSARY ORGANIZATION, TRAINED PERSONNEL
AND ALL THE PROPER AND SUFFICIENT TOOLS TO FULFILL ALL THE OBLIGATIONS WITH THE
LESSEE'S WORKERS AND EMPLOYEES, IT IS EXPRESSLY AGREED THAT IN CASE THAT ANY
WORKER-EMPLOYER CONFLICT SHOULD ARISE BETWEEN THE LESSEE AND/OR THE AFFILIATE OR
SUBSIDIARY SERVICES COMPANY
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
15
THAT THE LESSEE CONTRACTS AND ITS WORKERS AND EMPLOYEES, AND BECAUSE THE LEASED
PROPERTY IS THE EXCLUSIVE PROPERTY OF LESSOR, SUCH LEASED PROPERTY SHALL NOT AND
CANNOT BE ATTACHED, OR SUBJECT TO INVASION AND GUARANTEE WHATSOEVER BY THE
WORKERS OR EMPLOYEES OF THE LESSEE AND/OR AFFILIATE OR SUBSIDIARY SERVICES
COMPANY THAT THE LESSEE CONTRACTS TO RENDER THE SERVICES, FOR THE PAYMENT OF
BENEFITS OWED AS A RESULT OF THE LABOR RELATIONSHIP THAT EXISTS BETWEEN THEM,
INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF THE CORRESPONDING FEES TO THE
INSTITUTO MEXICANO DEL SEGURO SOCIAL (MEXICAN SOCIAL SECURITY INSTITUTE), TO THE
INSTITUTO NACIONAL DEL FOMENTO PARA LA VIVIENDA DEL TRABAJADOR (NATIONAL
INSTITUTE OF PROMOTION FOR WORKER HOUSING) AND TO THE SISTEMA DE AHORRO PARA EL
RETIRO (RETIREMENT SAVINGS SYSTEM).
***
EIGHT. THE LESSOR SHALL NOT BE RESPONSIBLE, AT ANY TIME, FOR THEFTS OF LESSEE
PROPERTY AT THE LEASED PROPERTY.
NINE. LESSEE MAY NOT ASSIGN OR SUBLET THE LEASED PROPERTY TO ANY THIRD PARTY
OTHER THAN AN AFFILIATE OR SUBSIDIARY UNLESS IT
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
16
HAS THE PRIOR WRITTEN CONSENT OF LESSOR. IN THE EVENT THAT THE LESSOR GRANTS ITS
CONSENT FOR SUBLETTING, THE LESSEE SHALL REMAIN LIABLE TO THE LESSOR AS IF THE
LESSEE CONTINUED USING THE ENJOYING THE LEASED PROPERTY; THEREFORE, LESSEE
AGREES TO NOT EXECUTE SUBLEASE AGREEMENTS FOR A PERIOD EXCEEDING THE TERM OF
THIS AGREEMENT AND TO DELIVER TO LESSOR, AT THE TERMINATION THEREOF, THE LEASED
PROPERTY FREE OF ANY OCCUPANTS AND FREE OF ANY LIABILITY TOWARDS ITS
SUBLESSEE(S). CONCESSIONS THAT BY THE VERY NATURE OF THE BUSINESS NEED BE
GRANTED TO THIRD PARTIES FOR PROVIDING ADDITIONAL SERVICES TO GUESTS ARE
EXPRESSLY EXCLUDED FROM THE FOREGOING.
TEN. BOTH PARTIES AGREE THAT DURING THE EXECUTION OF THE REMODELING AND
DECORATION WORKS ON THE LEASED PROPERTY, WHICH LESSOR SHALL PAY WITH CASH FLOW
FINANCED BY THE LESSEE, THE LESSOR, THROUGH THE SUPERVISOR AND/OR SUBSTITUTE
NOMINATED IN SECTION D OF ARTICLE TWO ABOVE, SHALL BE ENTITLED AT ALL TIMES TO
INSPECT THE LEASED PROPERTY AND ONCE SUCH WORKS ARE CONCLUDED, THE LESSOR SHALL
NOTIFY THE LESSEE WITH AT LEAST FIVE BUSINESS DAYS IN ADVANCE TO THE DAY ON
WHICH LESSOR INTENDS TO CARRY OUT THE MENTIONED INSPECTION VISIT. SUCH
INSPECTION VISIT SHALL BE CARRIED OUT FROM MONDAY
17
THROUGH FRIDAY FROM 9:00 HOURS TO 14:00 HOURS, AND FROM 16:00 HOURS TO 19:00
HOURS.
ELEVEN. ***
A. ***
B. ***
C. ***
D. ***
E. ***
F. ***
G. ***
H. ***
TWELVE. THE LESSEE, AT ITS OWN EXPENSE, SHALL CONTRACT IN FAVOR AND TO THE
SATISFACTION OF THE LESSOR IN A MAXIMUM TERM, THAT SHALL EXPIRE ON OCTOBER 31,
1996, THE FOLLOWING GUARANTEE:
ANNUAL SURETY ISSUED BY A SURETY COMPANY DULY AUTHORIZED, FOR A TOTAL AMOUNT
EQUAL TO $1,200,000.00 US CY (ONE MILLION TWO
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
18
HUNDRED THOUSAND DOLLARS 00/100 CURRENCY OF THE UNITED STATES OF AMERICA) TO
GUARANTEE TO THE LESSOR THE FULFILLMENT OF EACH AND EVERY ONE OF THE OBLIGATIONS
ASSUMED BY THE LESSEE IN THIS AGREEMENT. SUCH BOND SHALL BE RENEWED ANNUALLY
WITHIN THE FIRST FIFTEEN DAYS AND FOR A MINIMUM AMOUNT COVERING ONE YEAR'S RENT.
THIRTEEN. BOTH PARTIES AGREE THAT THIS AGREEMENT MAY ONLY BE EXTENDED OR
MODIFIED BY AN AGREEMENT DULY EXECUTED IN WRITING AND SIGNED BY THE PARTIES
WHICH SHALL BE ATTACHED TO THIS AGREEMENT IN THE FORM OF AN ANNEX. SUCH
MODIFICATIONS OR EXTENSIONS SHALL NOT CONSTITUTE A NOVATION.
FOR THE PURPOSES OF THIS AGREEMENT, THE PARTIES DESIGNATE THE FOLLOWING AS
THEIR DOMICILES:
LESSOR: DANTE XX. 0
XXXXXXX XXXXX XXXXXXX
XXXXXX, X.X. C.P. 11590
AT'N: LIC. XXXXXXX XXXXXXXXX XXXXXXXX
LESSEE: THE LEASED PROPERTY
AVE. COSTERA XXXXXX XXXXXX XX. 000
XXXXXXXXXXXXXXX XXXXXXXXXX
00
XXXXXXXX, XXXXXX XX XXXXXXXX
AT'N: LIC. XXXXXXXX XXXXXXXXX
XXXXXXXXX
FOURTEEN. THE PARTIES ACCEPT THAT THIS AGREEMENT IS FREE OF ERRORS, FRAUD,
INJURY, BAD FAITH, OR ANY OTHER VICE OF CONSENT THAT COULD AFFECT ITS FULL
VALIDITY.
FIFTEEN. FOR ALL CASES OF CONTROVERSY, INTERPRETATION AND FULFILLMENT OF THIS
AGREEMENT, THE PARTIES SUBMIT THEMSELVES TO THE JURISDICTION AND AUTHORITY OF
THE COMMON COURTS OF THE CITY AND PORT OF ACAPULCO, GUERRERO, HEREBY WAIVING ANY
OTHER FORUM AVAILABLE TO THEM BY REASON OF THEIR CURRENT OR FUTURE DOMICILES OR
OTHERWISE.
THIS AGREEMENT IS PREPARED AND SIGNED IN FOUR COUNTERPARTS IN XXX XXXX XXX
XXXX XX XXXXXXXX, XXXXXXXX, XX JULY 24, 1996, TWO COPIES REMAINING IN THE
POWER OF EACH ONE OF THE PARTIES.
THE LESSOR THE LESSEE
CONDOMINIO HUMBOLDT, S.A. DE C.V. HOTELERA QUALTON, S.A. DE X.X.
XXX-560124-MZ1 HQU-920918-JB3
BY: /s/ Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
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BY: /s/ Xxxxxxx Xxxxxxxxx Milmo De Xxxxxxx
XXXXXXX XXXXXXXXX XXXXX XX XXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXXX
GENERAL AGENT GENERAL AGENT
WITNESS WITNESS
/s/ Xxxxxxx Xxxxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxx Xxxxxxxx
LIC. XXXXXXX XXXXXXXXX XXXXXXXX X.X. XXXXXXX XXXXXX XXXXXXXX
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