LOAN MODIFICATION AGREEMENT
This LOAN MODIFICATION AGREEMENT (the "Modification Agreement") is made,
entered into and effective as of the 20th day of November, 2000, by and among CR
Resorts Cancun, S. de X.X. de C.V., a Mexican limited responsibility corporation
with variable capital ("CR Cancun"), CR Resorts Los Cabos, S. de X.X. de C.V., a
Mexican limited responsibility corporation with variable capital ("CR Cabos"),
CR Resorts Puerto Vallarta, S. de X.X. de C.V., a Mexican limited responsibility
corporation with variable capital ("CR Puerto Vallarta"), Corporacion Mexitur,
S. de X.X. de C.V., a Mexican limited responsibility corporation with variable
capital ("Mexitur"), CR Resorts Cancun Timeshare Trust, S. de X.X. de C.V., a
Mexican limited responsibility corporation with variable capital, CR Resorts
Cabos Timeshare Trust, S. de X.X. de C.V., a Mexican limited responsibility
corporation with variable capital and CR Resorts Puerto Vallarta Timeshare Trust
S. de X.X. de C.V. a Mexican limited responsibility corporation with variable
capital (collectively, jointly and severally, the "Borrower"); Raintree Resorts
International, Inc., a Nevada corporation ("Guarantor"), and TEXTRON FINANCIAL
CORPORATION, a Delaware corporation ("Lender").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower, the Guarantor, and Lender are parties to that
certain Loan and Security Agreement dated as of November 23, 1999 (the "Loan
Agreement"), pursuant to which Lender agreed to make a loan to Borrower in the
maximum principal amount at any time of US$10,000,000, to be guaranteed by the
Guarantor, all pursuant to the terms, provisions, and conditions set forth in
the Loan Agreement and the other Loan Documents, as such term is defined in the
Loan Agreement (the "Loan"); and
WHEREAS, the Loan consists of a note receivable component in the original
principal amount of up to US$10,000,000; and
WHEREAS, Borrower, the Guarantor, and Lender desire to increase the maximum
amount of the Loan, to modify the definition of Eligible Notes Receivable to
include Notes Receivable denominated in Mexican Unidades de Inversion ("UDIs"),
to incorporate a 50% advance rate against UDI denominated Eligible Notes
Receivable, to increase the portfolio limitation against Mexican currency
denominated Notes Receivable from 30% to 46%, to extend the Revolving Credit
Period, to extend the existing maturity date of the Loan, and otherwise amend
the terms, provisions, and conditions of the Loan Agreement in the manner
permitted by Section 12.7 thereof.
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. Except as otherwise provided herein to the contrary or
unless the context otherwise requires, all capitalized terms used in
this Modification Agreement shall have the meanings ascribed to them
in the Loan Agreement.
2. Modification Closing Date. For purposes of this Modification
Agreement, "Modification Closing Date" shall mean the effective date
of this Modification Agreement.
3. Modification Commitment Fee. In addition to the Commitment Fee
described in Section 1.1(o) of the Loan Agreement, Borrower shall pay
Lender an amount (the "Modification Commitment Fee") equal to one
percent (1%) of the difference between the previous maximum Loan
amount of US$10,000,000 and the modified maximum Loan amount of
US$13,000,000 or US$30,000. The entire Modification Commitment Fee has
been earned as of the Modification Closing Date and shall be payable
to Lender, in immediately available funds, on the Modification Closing
Date.
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4. Borrowing Base. Section 1.1(h) of the Loan Agreement is hereby deleted
in its entirety and replaced by the following:
(h) Borrowing Base. With respect to Eligible Notes Receivable pledged
to Lender in connection with each Advance of the Loan for which
at least one monthly payment has been made, an amount equal to
the sum of (i) fifty percent (50%) of the aggregate outstanding
principal balance of each UDI-denominated Eligible Note
Receivable, plus (ii) eighty percent (80%) of the aggregate
outstanding principal balance of each Mexican Nuevo
Peso-denominated Eligible Note Receivable, plus (iii) eighty-five
percent (85%) of the aggregate remaining principal balance of
each U.S. Dollar denominated Eligible Note Receivable.
5. (Intentionally Omitted).
6. Eligible Notes Receivable. Section 1.1(z) of the Loan Agreement is
hereby deleted in its entirety and replaced with
the following:
(z) Eligible Notes Receivable. Those Pledged Notes Receivable which
satisfy each of the following criteria:
(i) one or more of the entities constituting the Borrower is the
sole payee;
(ii) it arises from a bona fide sale by Borrower of one (1) or
more Intervals in one of the Resorts;
(iii)the Interval sale from which it arises has not been
canceled by the Purchaser, any statutory or other applicable
cancellation or rescission period has expired and the
Interval sale is otherwise in total compliance with the
terms and provisions of this Agreement and all of the other
Loan Documents;
(iv) it is secured by a properly executed Assignment of Pledged
Notes Receivable and a properly executed Interval Lease
Contract;
(v) principal and interest payments on it are payable to the
Borrower in legal tender of the United States, provided,
however, that (a) up to forty-six percent (46%) by number of
all Eligible Notes Receivable may be payable in either
Mexican Nuevos Pesos or Mexican UDIs, and (b) up to
US$3,000,000 of the aggregate outstanding principal balance
of all Eligible Notes Receivable may, at any time, be
comprised of Notes Receivable payable in Mexican UDIs;
(vi) payments of principal and interest on it are due in equal
monthly installments (or in such other amounts to cover
principal and interest);
(vii)it shall have an original term of no more than sixty (60)
months; provided, however, that up to twenty-five percent
(25%) of the aggregate outstanding balance of all Eligible
Notes Receivable may, at any time, be comprised of Notes
Receivable having an original term of no more than
eighty-four (84) months;
(viii) a cash down payment and/or other cash payments have been
received from the Purchaser in an amount equal to at least
fifteen percent (15%) of the original purchase price of the
related Interval,
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and the Purchaser thereafter shall have received no cash or
other rebates of any kind which would cause the down payment
to be less than fifteen percent (15%) of the total purchase
price;
(ix) no monthly installment due with respect to the Pledged Note
Receivable is more than thirty (30) days contractually past
due as of the date of funding of the first Advance with
respect to such Pledged Note Receivable, or more than sixty
(60) days contractually past due thereafter;
(x) the weighted average interest rate of all Eligible Notes
Receivable payable in legal tender of the United States at
any time shall be not less than twelve percent (12.0%) per
annum;
(xi) the weighted average interest rate of all Eligible Notes
Receivable payable in both Mexican Nuevos Pesos and Mexican
UDIs at any time shall be not less than eighteen percent
(18.0%) per annum;
(xii)the Purchaser of the related Interval has immediate access
to a Unit of the type specified in such Purchaser's Interval
Lease Contract, which Interval and related Unit have been
completed, developed and furnished in accordance with the
specifications provided in the Purchaser's Interval Lease
Contract, the public offering statement (if any) and the
other Timeshare Documents; and the Purchaser has, subject to
the terms of the Declaration, Interval Lease Contract and
other Timeshare Documents, complete and unrestricted access
to the related Interval, Unit, Facilities and the Resorts;
(xiii) neither the Purchaser of the related Interval nor any
other maker of the Note Receivable is an Affiliate of,
personally related to or employed by Borrower;
(xiv)the Purchaser or other obligor has no claim against
Borrower or any Affiliate of Borrower, and no defense,
set-off or counterclaim exists with respect to the Note
Receivable;
(xv) the maximum outstanding principal balance of such Note
Receivable does not exceed US$25,000.00 (or the equivalent
in Mexican Nuevos Pesos or Mexican UDIs at the time of the
Advance with respect to such Note Receivable), and total
principal balance of all Notes Receivable executed by any
one (1) obligor will not exceed US$25,000.00 (or the
equivalent in Mexican Nuevos Pesos or Mexican UDIs at the
time of the Advance with respect to such Note Receivable),
without the prior written approval of Lender;
(xvi) the Note Receivable is executed by a Mexican resident;
(xvii) the original of the Note Receivable and all related
consumer documents have been endorsed in the manner
prescribed by Lender and delivered to Lender or its approved
agent (the "Agent") as provided in this Agreement, and the
terms thereof and all instruments related thereto shall
comply in all respects with all applicable federal and state
statutes, ordinances, rules and regulations;
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(xviii) the Unit in which the Interval being financed by the Note
Receivable is located shall not be subject to any Lien which
has not previously been consented to in writing by Lender
other than the Permitted FINOVA Liens;
(xix)the form of promissory note, federal truth-in-lending
disclosure statement, if any, or other applicable
disclosure, purchase contract and all other documents and
instruments corresponding to the Interval purchase
transaction giving rise to such Note Receivable has been
approved in advance by Lender in writing;
(xx) the Purchaser (a) is entitled to fifty (50) consecutive
years of use (commencing in 1997) in a specific Unit type
during a specified season at one of the three locations of
the Resorts each year expiring in the year 2047, which right
shall be exercised for a seven (7) day period each year for
such fifty (50) year term, or (b) is entitled to twenty-five
(25) biennual years of use (commencing in 1997) in a
specific Unit type during a specified season at one of the
three locations of the Resorts expiring in the year 2047,
which shall be exercised for a seven (7) day period every
alternate year for such term;
(xxi)the Purchaser may not accelerate their usage in the Resorts
(provided, however, that certain Purchasers may accelerate
their usage by a maximum of one (1) week per year, provided
that such Purchasers pay all additional maintenance fees and
any and all other fees related to such accelerated usage);
(xxii) the Note Receivable is originated in connection with an
Interval Lease Contract and Borrower has provided and/or
caused all interest or lienholders which have mortgages
encumbering the Resorts or other agreements or amendments to
their respective security documents which expressly state to
Lender's satisfaction that such interest or lienholder may
not disturb the use rights of any Purchaser pursuant to such
Purchaser's Interval Lease Contract for so long as Purchaser
is not in default pursuant to the terms of such Interval
Lease Contract;
(xxiii) Lender is in possession of the executed original Notes
Receivable endorsed by Borrower to Lender, along with the
executed original Interval Lease Contracts corresponding to
such Notes Receivable;
(xxiv) the Note Receivable is originated in connection with a
related Interval Lease Contract whereby Land Trustee under a
Mexican guaranty trust satisfactory to Lender holds legal
title to each of the Resorts on behalf of CR Cabos, CR
Cancun, or CR Puerto Vallarta, together with CR Remainder
(as to the remainder interest in each of the Resorts
commencing under the FINOVA Mortgages in the year 2047) and
whereby non-disturbance provisions for the continued use and
enjoyment by the Interval Purchasers of the Resorts and
Facilities are in a form and substance acceptable to Lender;
and
(xxv)any and all release payments required under the inventory
component of the FINOVA Loan pertaining to the Interval
related to such Note Receivable, specifically including the
"Interval Sales Payment" as such term is defined in the
FINOVA Loan Agreement, have been paid in full by Borrower.
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7. Guaranty. Guarantor shall, concurrently with the execution and
delivery of this Modification Agreement, execute and deliver to Lender
an Amended and Restated Payment Guaranty and Subordination Agreement
(hereinafter the "Amended Guaranty Agreement"). Said Amended Guaranty
Agreement shall replace and supersede in its entirety the original
Payment Guaranty and Subordination Agreement dated as of November 23,
1999, executed by Guarantor in favor of Lender. Upon execution and
delivery by Guarantor to Lender of the Amended Guaranty Agreement,
Lender shall return to the Guarantor the original Payment Guaranty and
Subordination Agreement marked "Canceled and Satisfied." In accordance
with the foregoing, Section 1.1(qq) of the Loan Agreement is hereby
deleted in its entirety and replaced by the following:
(qq) Guaranty. The Amended and Restated Payment Guaranty and
Subordination Agreement dated as of November 20, 2000, executed
by Guarantor, and delivered to Lender concurrently with the
Modification Agreement. The Guaranty shall be the absolute and
unconditional guaranty of payment and performance of the Loan and
all amounts secured by or under the Loan Documents, as more fully
set forth in this Modification Agreement and in the Loan
Agreement.
8. Loan. Section 1.1(ddd) of the Loan Agreement is hereby deleted in its
entirety and replaced by the following:
(ddd)Loan. The maximum US$13,000,000.00 credit facility, as further
described in the Loan Agreement, as modified by the Modification
Agreement.
9. Note Receivable Promissory Note. Section 1.1(ooo) of the Loan
Agreement is hereby deleted in its entirety and
replaced by the following:
(ooo)Note Receivable Promissory Note. The Amended and Restated Note
Receivable Promissory Note evidencing the Loan executed and
delivered by Borrower and Guarantor to Lender concurrently with
the Modification Agreement.
10. Term. Section 1.1(tttt) of the Loan Agreement is hereby deleted in its
entirety and replaced by the following:
(tttt) Term. A period of seventy-two (72) calendar months from the
Closing Date under the Loan Agreement, plus the number of days
from the Closing Date to the end of the month in which the
Closing Date occurs, therefore expiring on November 30, 2005.
11. Loan. Section 2.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
2.1 Loan2.1Loan. Except as may be expressly set forth herein to the
contrary, all amounts of money set forth herein and in the Loan
Documents shall be in U.S. Dollars. Upon the terms and subject to
the conditions set forth in this Agreement, as modified by the
Modification Agreement, Lender shall advance to Borrower, and
Borrower may borrow, repay and reborrow, principal under the Loan
to be funded in a series of Advances during the initial full
twenty-four (24) month period following the Closing Date (the
"Revolving Credit Period") not to exceed an outstanding balance
of the lesser of US$13,000,000 or the Borrowing Base. In
accordance with the provisions of Section 4.2(c)(v) and Section
4.2(c)(vi) of the Loan Agreement, Advances would be made in
increments of at least US$50,000 but not more often than twice a
month. As provided in Section 6.11 of the Loan Agreement, the
proceeds of the Loan will be disbursed by Lender solely to pay
for Loan Costs (as such term is defined in the Commitment), to
Borrower for amortization (principal or interest) of mortgage and
non-mortgage
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debt owed by Borrower or by any Affiliates of Borrower and for
sales, marketing, working capital, project development and
administrative expenses incurred in the operations for the
Resorts, and for future expansion of timeshare development in
accordance with plans and projections acceptable to Lender
(provided, however, that the use of the proceeds of the Loan for
such expansion shall not adversely affect the operations of any
of the Resorts).
The maximum Loan amount (exclusive of accrued but unpaid
interest) which may be outstanding at any time under the Loan
Agreement, as modified by the Modification Agreement, shall not
exceed US$13,000,000.00, and Lender shall have no obligation
whatsoever to make any Advance which would cause the aggregate
outstanding principal balances of the Loan to exceed
US$13,000,000.00. In the event that the proceeds of the Loan and
any other amounts required to be paid by Borrower hereunder are
insufficient to fully pay all costs as contemplated hereunder
such proceeds will be applied, or if the use of the Loan proceeds
varies materially (as determined reasonably and in good faith by
Lender) from the uses described herein, then Lender shall have no
obligation to fund (or continue funding) the Loan or any portion
thereof; provided, however, that, Borrower shall be permitted to
provide from its own funds an amount sufficient to cover that
portion of the Loan proceeds used for uses materially varying
from the uses described herein.
12. Note Maturity Date. Section 2.3(b) of the Loan Agreement is hereby
deleted in its entirety and replaced by the following:
(b) Final Payment. The entire outstanding principal balance of the
Loan, together with all other Obligations, shall be paid in full
on or before the first day of the seventy-second (72nd) month
following the end of the month in which the Closing Date under
the Loan Agreement occurs (the "Note Maturity Date").
13. Cross-Collateralization and Default. Section 3.7 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:
3.7 Cross-Collateralization and Default 3.7 Cross-Collateralization
and Default. The Collateral shall secure all of the Obligations.
All Liens, pledges, assignments, mortgages, security interests
and collateral granted by any Borrower entity, Guarantor or any
Affiliate of any Borrower entity or Guarantor to or for the
benefit of Lender pursuant hereto or any other related documents
or instruments shall also secure the Obligations. In addition,
all other loans of any type made by Lender to any Borrower
entity, Guarantor, or any Affiliate of any Borrower entity or
Guarantor shall be cross-collateralized and cross-defaulted.
14. Use of Proceeds/Margin Stock. Section 6.11 of the Loan Agreement is
hereby deleted in its entirety and replaced by the following:
6.11 Use of Proceeds/Margin Stock6.11UseofProceeds/MarginStock. The
proceeds of the Loan will be disbursed only for the following
purposes:
(a) Payment of the Loan Costs (as defined in the Commitment),
attorneys fees, closing costs and those amounts set forth in
Section 7.1(v) of the Loan Agreement;
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(b) Payment of all indebtedness secured by any prior and
subordinate liens and mortgages encumbering all or any
portion of the Collateral, except the Declaration, the
remaining Timeshare Documents and the Security Documents (as
defined in the Commitment); and
(c) To Borrower:
(i) To pay marketing, project development, sales and
administrative expenses incurred in connection with the
marketing and sale of Encumbered Intervals and in
connection with the operations for the Resort, for
working capital, for future expansion of timeshare
development in accordance with plans and projections
acceptable to Lender (provided, however, that the use
of the proceeds of the Loan for such expansion shall
not adversely affect the operations of any of the
Resorts), and as provided for under Section 2.1 of the
Loan Agreement. Further, the increase in the Loan in
the amount of US$3,000,000 will be restricted to
capital investments made by Raintree North America
Resorts, Inc., a Texas corporation, an Affiliate of
Borrower, in that certain resort project located in the
City of Cathedral City, State of California, and
commonly known as the Cimarron Golf Resort.
If the proceeds of any Advance and other monies paid by
Borrower to Lender are insufficient to satisfy the costs and
liens with respect to Collateral against which an Advance is
to be made, or the use of proceeds of the Loan or any
Advance varies materially, as determined by Lender in its
sole discretion, from the uses described above, Lender shall
have no obligation to fund the remainder of the Loan or any
further Advances.
15. Form Request for Advance. Exhibit F to the Loan Agreement is hereby
deleted in its entirety and replaced and superceded by Exhibit F
attached hereto and incorporated herein by this reference.
16. Expenses. Contemporaneously with the first Advance of the Loan that
occurs on or after the Modification Closing Date (but in no event
later than sixty (60) days following the Modification Closing Date),
Borrower shall pay all costs and expenses related to the negotiation,
documentation, and closing of the subject Loan modification
transaction, including but not limited to the costs of title updates,
recording and search fees, Lender's attorneys' fees, and all travel
and other out-of-pocket expenses reasonably incurred by Lender in
connection therewith.
17. Cooperation; Other Documents and Actions. Borrower and the Guarantor
agree to cooperate in good faith with Lender by executing,
acknowledging, and/or delivering to Lender such other amendments to
the Loan Documents and such title and legal opinions, and other
documents and information, and by taking all such other actions, as
Lender may request, in its sole discretion, in order properly to
document and otherwise effectuate the subject Loan modification
transaction.
18. Special Advance. Borrower and Guarantor acknowledge and agree that
Lender's initial advance under this Modification Agreement is the full
amount of US$3,000,000 of which $1,400,000 is being used by Borrower
and Guarantor for capital investment, with the remaining amount for
cash flow on a temporary basis, and is subject to the following
conditions:
a. With respect to that certain Mexican Value Added Tax refund in
the amount of approximately US$4,000,000 which Borrower
anticipates to collect by no later than March 31, 2001 (the "VAT
Refund"), Borrower shall, prior to depositing, cashing or
otherwise utilizing the VAT Refund, either (a) provide sufficient
evidence to Lender in order to establish that Borrower has
invested at least
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US$1,400,000 in that certain Royale Mirage resort owned by
Borrower, or (b) segregate at least US$1,400,000 of the VAT
Refund in an escrow or other mechanism satisfactory to Lender for
purposes of investing in the Royale Mirage resort.
b. A management agreement and loan amendment for Royale Mirage
satisfactory to Lender shall be executed by Guarantor by no later
than December 8, 2000.
c. All sources of payment of interest currently due under the
Indenture have been identified and are currently available.
d. The amendments to the three separate FINOVA Mortgages whereby
Lender shall be added as second beneficiary in guaranty shall be
executed contemporaneous with this Modification Agreement, and
shall be presented to the Land Trustee and notary by no later
than December 20, 2000 and recorded in the appropriate real
property records immediately thereafter.
e. Execution of the Lockbox Agreement contemporaneous herewith
satisfactory to Lender.
19. Additional Collateral and Promissory Notes.
a. Additional Collateral. By executing this Modification Agreement,
Borrower and Guarantor acknowledge and agree that in the event
Lender obtains information which establishes that Lender's
security interests as second beneficiary in guaranty under the
FINOVA Mortgages has decreased in value or is otherwise
disputable, Lender reserves the right to obtain a security
interest from Borrower and Guarantor in additional collateral,
including an assignment of Borrower's beneficial interest under
the FINOVA Mortgages.
b. Promissory Notes. By executing this Modification Agreement,
Borrower and Guarantor acknowledge and agree that Lender has
reserved the right to require Borrower and Guarantor to execute
additional promissory notes (either in the form of the Amended
and Restated Note Receivable Promissory Note or in the form of a
promissory note with dual jurisdiction enforceable in the United
States and Mexico) in order to evidence Borrower's and
Guarantor's obligations to Lender under each of the FINOVA
Mortgages through which Lender has obtained a second beneficial
interest in guaranty.
20. Authority.
a. As of the Modification Closing Date, each Borrower entity (a) is
a Mexican limited responsibility corporation with variable
capital duly registered, validly existing and in good standing
under the laws of Mexico and duly licensed or qualified under the
laws of each jurisdiction in which the character or location of
the properties owned by it or the business transacted by it
requires licensing and qualification, and (b) has all requisite
power, corporate or otherwise, to conduct its business and to
execute and deliver, and to perform its obligations under, the
Loan Documents.
b. The execution, delivery, and performance by each Borrower entity
of this Modification Agreement and all documents and instruments
executed by Borrower contemporaneously herewith have been duly
authorized by all necessary corporate action by Borrower and do
not and will not (i) violate any provision of the Memorandum and
Articles of Incorporation of any Borrower entity, or any
contract, agreement, statute, ordinance, rule, regulation, order,
writ, judgment, injunction, decree, determination, or award
presently in effect to which any Borrower is a party or is
subject; (ii) result in, or require the creation or imposition
of, any Lien upon or with respect to any asset of any Borrower
other than Liens in favor of Lender; or (iii) result in a breach
of, or constitute a default by any Borrower under, any indenture,
loan, or credit agreement or any other contract, agreement,
document, instrument, or certificate to which Borrower is a party
or by which it or any of its assets are bound or affected.
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c. As of the Modification Closing Date, Guarantor (a) is a Nevada
corporation duly registered, validly existing and in good
standing under the laws of Nevada and the United States and duly
licensed or qualified under the laws of each jurisdiction in
which the character or location of the properties owned by it or
the business transacted by it requires licensing and
qualifications, and (b) has all requisite power, corporate or
otherwise, to conduct its business and to execute and deliver,
and to perform its obligations under, the Loan Documents.
d. The execution, delivery, and performance by Guarantor of this
Modification Agreement and all documents and instruments executed
by Guarantor contemporaneously herewith have been duly authorized
by all necessary corporate actions by Guarantor and do not and
will not (i) violate any provision of the Articles or By-Laws of
Guarantor, or any contract, agreement, statute, ordinance, rule,
regulation, order, writ, judgment, injunction, decree,
determination, or award presently in effect to which Guarantor is
a party or is subject; (ii) result in, or require the creation or
imposition of, any Lien upon or with respect to any asset of
Guarantor other than Liens in favor of Lender; or (iii) result in
a breach of, or constitute a default by Guarantor under, any
indenture, loan, or credit agreement or any other contract,
agreement, document, instrument, or certificate to which
Guarantor are a party or by which they or any of their assets are
bound or affected.
e. No approval, authorization, order, license, permit, franchise, or
consent of, or registration (with the exception of the
registration of the Textron Mortgages), declaration,
qualification, or filing with, any governmental authority or
other Person is required in connection with the execution,
delivery, and performance by Borrower or Guarantor of the Loan
Agreement, as modified hereby, or any of the other Loan
Documents.
f. This Modification Agreement and the other Loan Documents
constitute legal, valid and binding obligations of Borrower and
Guarantor, enforceable against Borrower and Guarantor in
accordance with their respective terms.
21. Miscellaneous.
a. No Other Changes. Except as expressly set forth herein, each and
every term, provision, and condition contained in the Loan
Agreement, including all exhibits and schedules thereto and all
of Lender's rights and remedies thereunder, shall remain
unchanged and in full force and effect following the Modification
Closing Date. In the event of any conflict between the provisions
hereof and those contained in the Loan Agreement or any of the
other Loan Documents, the provisions hereof shall govern and
control the parties' respective rights and obligations with
respect to the Loan.
b. Ratification. Borrower and the Guarantor hereby ratify and
reaffirm as of the date hereof all covenants, conditions,
provisions, representations, and warranties made or contained in
the Loan Agreement or any of the other Loan Documents, agree,
except as expressly provided herein or in the Amended Guaranty
Agreement to the contrary, to be legally bound thereby and to
comply fully therewith, and acknowledge Lender's right to enforce
such Loan Agreement and other Loan Documents in accordance with
the term, provisions, and conditions thereof.
c. Counterparts. This Modification Agreement may be executed in
identical counterparts, each of which shall be deemed an original
for any and all purposes and all of which, collectively, shall
constitute one and the same instrument.
d. No Defaults. Borrower and the Guarantor hereby acknowledge and
represent that Lender has complied fully with all of its
obligations under the Loan Agreement and the other Loan Documents
through the date hereof and is not currently in default
thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Modification
Agreement to be duly executed and delivered as of the date first above written.
BORROWER:
WITNESS: CR Resorts Cancun, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
WITNESS: CR Resorts Los Cabos, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
WITNESS: CR Resorts Puerto Vallarta, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
WITNESS: Corporacion Mexitur, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
10
[SEAL]
WITNESS: Cancun Timeshare Trust, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
WITNESS: CR Resorts Cabos Timeshare Trust, S. de X.X. de C.V.,
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
WITNESS: CR RESORTS Puerto Vallarta Timeshare Trust S. de X.X.
a Mexican limited responsibility
corporation with variable capital
/s/ Xxxxx Xxxxxx By:/s/ Xxxx XxXXxxxx
--------------- ------------------------
Witness Name: Xxxx XxXxxxxx
Its: President
[SEAL]
LENDER:
TEXTRON FINANCIAL CORPORATION,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxx
--------------- ------------------------
Witness Name: Xxxxxx X. Xxxxxxx
Its: Vice President
[SEAL]
GUARANTOR: Raintree Resorts International, Inc.,
a Nevada corporation
/s/ Xxxx XxXxxxxx By:/s/ Xxxxx Xxxxxx
--------------- ------------------------
Witness Name: Xxxxx Xxxxxx
Its: Sr VP Development
[SEAL]
11
EXHIBIT F
FORM OF REQUEST FOR ADVANCE (RECEIVABLES)
12
