CONSENT OF GUARANTOR
AND AMENDMENT NO. 1 TO CORPORATE GUARANTEE
AND SUBORDINATION AGREEMENT
The undersigned, RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation
("Guarantor"), hereby acknowledges that Guarantor executed and delivered to
FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), a Corporate
Guarantee and Subordination Agreement dated as of November 23, 1998 (the
"Original Guarantee"), guaranteeing performance of the obligations of CR RESORTS
CANCUN, S. de X.X. de C.V., a Mexican limited responsibility corporation with
variable capital; CR RESORTS LOS CABOS, S. de X.X. de C.V., a Mexican limited
responsibility corporation with variable capital; CR RESORTS PUERTO VALLARTA, S.
de X.X. de C.V., a Mexican limited responsibility corporation with variable
capital; CORPORACION MEXITUR, S. de X.X. de C.V., a Mexican limited
responsibility corporation with variable capital; 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, (individually, collectively,
jointly and severally, "Borrower"), to Lender under the Agreement, the Note and
the Receivables Loan Documents (as the terms "Loan Agreement," "Note" and
"Receivables Loan Documents" are defined in the Original Guarantee). All terms
used herein with initial capital letters, to the extent not otherwise defined in
the Original Guarantee or this Consent, shall have the meanings given such terms
in the Amended and Restated Loan Agreement (as defined below).
Guarantor hereby acknowledges that pursuant to the terms of that certain
First Amended and Restated Loan and Security Agreement (as hereafter amended,
the "Amended and Restated Loan Agreement") of even date herewith, Lender
proposes to (i) to make an additional loan to Borrower in an amount not to
exceed Thirteen Million Five Hundred Thousand United States Dollars
(U.S.$13,500,000) (the "Inventory Loan") and (ii) to modify certain covenants
contained in the Agreement, which covenants include the pledging by certain of
the Borrowers to Lender of certain real property interests which are identified
as the Inventory Collateral in the Amended and Restated Loan Agreement.
Guarantor further acknowledges that (i) the Inventory Loan will be
evidenced by an Inventory Promissory Note (the "Inventory Loan Note") to be
executed and delivered to Lender by Borrower simultaneously with execution of
the Amended and Restated Loan Agreement and (ii) pursuant to the terms and
conditions of the Amended and Restated Loan Agreement, Lender and Borrower are
modifying and amending certain of the Receivables Loan Documents (such
modifications being hereinafter referred to as the "Loan Document
Modifications").
1
Guarantor consents to the making and execution by Borrower of the Amended
and Restated Loan Agreement, the Inventory Loan Note and the Loan Document
Modifications, and agrees that (i) the Original Guarantee shall remain in full
force and effect, (ii) Guarantor's liability under the Original Guarantee shall
continue undiminished by and shall include the obligations of the Borrower under
the Amended and Restated Loan Agreement, the Inventory Loan Note, the Loan
Document Modifications and any other documents and instruments executed by
Borrower in connection with the Amended and Restated Loan Agreement, and (iii)
all terms, conditions and provisions set forth in the Amended and Restated Loan
Agreement, the Inventory Loan Note, the Loan Document Modifications and all
other documents and instruments executed by Borrower in connection therewith,
are hereby ratified, approved and confirmed.
The Guarantor hereby confirms that the Original Guarantee, as amended
hereby, remains in full force and effect. Guarantor hereby reaffirms all of its
agreements and covenants contained in the Original Guarantee and reaffirms, as
if made on the date hereof, all of its representations and warranties contained
in the Original Guarantee except as otherwise set forth on Exhibit 1 attached
hereto. Guarantor acknowledges that as of the date hereof, it has (a) no
defense, 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 under the Original Guarantee, and (b) no other claim against Lender
with respect to any portion of the transactions described in the Receivables
Loan Documents.
The reference in the Original Guarantee to "Corporacion Mexitur, S.A. de
C.V., a Mexican corporation with variable capital" incorrectly stated the name
of that Borrower. The Guarantor acknowledges the correct name of that Borrower
is "Corporacion Mexitur, S. de X.X. de C.V., a Mexican limited responsibility
corporation with variable capital" and the Original Guarantee is hereby amended
to reflect the foregoing.
The Original Guarantee shall be further amended as follows:
(a) The reference in the Original Guarantee the "Note" shall mean
individually and collectively, the "Inventory Loan Note" and the
"Receivables Loan Note", as each of the foregoing terms are defined in the
Amended and Restated Loan Agreement.
(b) The reference in the Original Guarantee to "Receivables Loan
Documents" shall mean "Loan Documents" as the foregoing term is defined in
the Amended and Restated Loan Agreement.
(c) The reference in the Original Guarantee to the term Agreement
shall mean the Amended and Restated Loan Agreement, as further amended,
restated, supplemented or modified from time to time.
2
[SIGNATURE PAGE TO CONSENT OF GUARANTOR
AND AMENDMENT NO. 1 TO CORPORATE GUARANTEE
AND SUBORDINATION AGREEMENT]
IN WITNESS WHEREOF, Guarantor and Lender have hereunto executed this
instrument as of the 23rd day of April, 1999.
RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation
By /s/ XXXXXXX X. XXXX
Name Xxxxxxx X. Xxxx
Title Attorney-in-Fact
FINOVA CAPITAL CORPORATION, a Delaware corporation
By /s/ XXXXX XXXXXXX
Name Xxxxx Xxxxxxx
Title Vice President
3
EXHIBIT 1 TO
CONSENT OF GUARANTOR
Exceptions To Representations And Warranties Reaffirmed
By Guarantor Pursuant To This Consent
NONE
4
