EXHIBIT 10.10
CONFIDENTIAL TREATMENT REQUESTED
ADDENDUM TO THE LEASE AGREEMENT FOR COMMERCIAL USE PROPERTY ENTERED INTO, ON ONE
HAND, BY TROPICAL CLUB IXTAPA, S.A. DE C.V., HEREIN REPRESENTED BY ▇▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, HEREINAFTER REFERRED TO AS THE "LESSOR", AND, ON THE OTHER,
BY HOTELERA QUALTON, S.A. DE C.V., HEREIN REPRESENTED BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
HEREINAFTER REFERRED TO AS THE "LESSOR", IN ACCORDANCE WITH THE FOLLOWING
RECITALS AND ARTICLES:
RECITALS:
LESSOR declares through its legal representative that:
1. It is a Commercial Company legally incorporated pursuant to Mexican law as
evidenced by public deed number 11,050 dated May 7, 1990, passed before the
faith of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Notary Public Number 103 in the
Federal District, which was recorded at the Public Registry of Property and
Commerce of the Federal District under commercial folio number 135,244.
2. Its corporate purpose includes, among others: "Commerce and industry, in
general, but specifically focused towards the development, construction,
operation and management of tourist centers and destinations of all kinds
located in Mexico or abroad" and "Purchase, lease, sale, construction,
management, use, operation, exchange and carrying out all kinds of similar legal
transactions and acts with real estate property, whether developed or
undeveloped, urban or rural, necessary for fulfilling the company's corporate
purposes."
1
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. It is free to make use of the property known as Qualton Club Ixtapa located
at Carretera Escenica sin numero, Playa ▇▇▇▇▇, Ixtapa-Zihuatanejo in the manner
it sees best fit.
4. Its representative has the sufficient powers to act as its representative and
hereby obligate the Company, which were granted in public deed number 17,548
passed before the faith of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Notary Public number
103 of the Federal District and that such powers have not been revoked or
amended in any manner whatsoever.
▇▇▇▇▇▇ declares through its legal representative that:
1. It is a Commercial Company legally incorporated pursuant to Mexican law as
evidenced by public deed number 106,800 dated September 18, 1992, passed before
the faith of ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇, Notary Public number 21 in the
Federal District, which was recorded at the Public Registry of Property and
Commerce of the Federal District under commercial folio number 168939.
2. Its corporate purpose includes, among others: "The purchase, sale, lease and
operation of hotels, motels, restaurants and related services, as well as
rendering administration and technical assistance services in the areas
described above."
3. Its representative has the sufficient powers to act as its representative,
which were granted in public deed number 17,463 dated May 19, 1998, before the
faith of ▇▇. ▇▇▇▇▇
2
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.
▇▇▇▇ Hellig, Notary Public Num. 115 of the Federal District and that such powers
have not been revoked nor amended and that such powers have not been limited to
this date.
Both parties declare that:
1. On January 11, 1993, they executed a Lease Agreement of Commercial Use
Property, which they agree to extend through this Addendum, as set forth in
Article One of this Agreement:
A R T I C L E S
ONE. Scope. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree that the purpose of this agreement is to
extend the original term of the Lease Agreement to which both parties make
reference in the Recitals chapter.
TWO. Term. The parties agree that this Addendum shall come into force on *** and
shall remain in force until ***; in other words, the parties agree that this
Addendum shall extend the term of the original agreement by *** years.
THREE. The extension agreed to in this Agreement shall no supersede the main
obligation and shall not be deemed a novation or substitution. Therefore, each
and every one of the articles contained in the Lease Agreement for Commercial
Use Property on January 11, 1993 shall prevail and are inserted verbatim herein.
The contractual relationship is understood as the same relationship established
in the original agreement.
3
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.
FOUR. Absence of Vices of Consent. The parties, being aware of the contents and
scope of this agreement and stating that in its execution they are free of
fraud, violence or any other vice of consent that may affect the validity, sign
two counterparts on August 1, 2000.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------.
TROPICAL CLUB DE IXTAPA, S.A. DE C.V.
REPRESENTED BY ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
HOTELERA QUALTON, S.A. DE C.V.
REPRESENTED BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇.
4
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.
