FORM 10 - Q/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 1999
Commission File Number: 0-20961
COMMODORE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA
(State or other Jurisdiction of incorporation or organization)
N/A
(IRS Employer Identification Number)
4000 Hollywood Boulevard, Suite 385, South Tower, Hollywood, FL 33021
(Address of Principal Offices)
(954) 967-2100
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
7,647,618 Shares of Common Stock outstanding at August 13, 1999
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
EXHIBIT
NUMBER DESCRIPTION
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10.5 Rosarito Pier Docking Contract dated April 6, 1999, between
Inversiones Rosarito, S.A. de C.V., Coronado Seas, LLC, Playas de
Rosarito Marina Resort, S.A. de C.V. and Banco Internacional,
S.A.*
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*Portions of this document omitted pursuant to an application for an order for
confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
B. Reports on Form 8-K
During the quarter ended June 30, 1999, the Company did not
file any current reports on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMMODORE HOLDINGS LIMITED
(Registrant)
/s/ ALAN PRITZKER
---------------------------------------------------
Alan Pritzker
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
August 17, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.5 Rosarito Pier Docking Contract dated April 6, 1999, between
Inversiones Rosarito, S.A. de C.V., Coronado Seas, LLC, Playas de
Rosarito Marina Resort, S.A. de C.V. and Banco Internacional,
S.A.*
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*Portions of this document omitted pursuant to an application for an order for
confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
EXHIBIT 10.5
ROSARITO PIER DOCKING CONTRACT
THIS CONTRACT (the "Contract") is made and entered into by and between
Inversiones Rosarito, S.A. de C.V., a Mexican corporation ("IRO"), represented
in this act by C.P. Hugo Torres Chabert, Coronado Seas, LLC, a Delaware limited
liability company (the "Venture"), represented in this act by Frederick A.
Mayer, Playas de Rosarito Marina Resort, S.A. de C.V., a Mexican corporation
("PLAYMAR"), represented in this act by Mr. Manuel Gamboa, and Banco
Internacional, S.A., a Mexican corporation ("BITAL"), represented in this act by
C.P. Hugo Torres Chabert, in conformity with the following Declarations and
Clauses:
DECLARATIONS
I. BITAL DECLARES:
(a) That it is a corporation duly organized under General Commercial
Law, as evidenced in public document number 12,718, dated July 22, 1941,
executed before Lic. Jose Bandera Olavarria, Notary Public No. 28 of the Federal
District, registered in the Public Registry of Mexico City under number 170,
page 114, book 3, dated August 16, 1941.
(b) That it is dedicated, among other activities, to the rendering of
banking services and elements necessary thereto.
(c) That C.P. Hugo Torres Chabert, its representative, has sufficient
legal capacity to execute this contract on behalf of Bital, as evidenced in
public document number 5,482 and 260, dated March 6, 1974 and August 1, 1997,
executed before C.C. Lics. Eduardo Illades Villafana and Luis A. Durazo Bazua,
Notaries No. 6 of Tijuana and No. 1 of Playas de Rosarito, B.C., respectively,
and that said powers have not been withdrawn nor modified in any way. Copies of
such documents are attached hereto as EXHIBITS 1 AND 2.
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(d) That on March 12, 1998, it became a concessionaire of the Secretary
of Communications and Transportation Concession for the use and development of a
federal maritime zone for the construction and operation of a marina and pier
located in the port of Rosarito, Baja California.
(e) On June 2, 1998, it entered into a trust as evidenced in Public
Document No. 16,807 dated June 2, 1982, executed before Eduardo Illades
Villafana, Public Notary No. 6 of Tijuana. Under the terms of said trust, IRO in
its capacity as trustee and Trustor "A," has the authority to develop the
concession referenced in paragraph (d) above. A copy of such document is
attached hereto as EXHIBIT 3.
II. IRO DECLARES:
(a) That it is a corporation with variable capital duly organized under
Mexican law as evidenced in Public Document No. 7,490 of May 23, 1960 executed
before Lic. Gustavo Cardenas y Estrada, Public Notary No. 3 of Tijuana, Baja
California and registered with the Public Registry of Tijuana under No. 3611
book XXX, of June 29, 1960, with Federal Registry No. 840828-CY7 and with a
purpose, among other activities, of the construction, use, operation and
development of ports, port areas, terminals, marinas, wharves, landings, etc.,
and the establishment and development of tourist centers such as hotels,
restaurants, bars, recreational facilities and the celebration of contracts
necessary for such activities, including lease, rental and loan agreements, and
the preparation and execution of all acts necessary to further these goals, as
stated in the corporate articles, attached hereto as EXHIBIT 4.
(b) That in accordance with the terms of the trust referenced in
paragraph I(e), above, it is responsible for and beneficiary of a concession
granted by the Mexican Secretary of Communications and Transportation, to
construct and operate a private pier and marina in Playas de Rosarito, Baja
California, and desires to encourage, develop and commence the flow of
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waterborne passenger commerce to said pier. A copy of the Concession is attached
hereto as EXHIBIT 5.
(c) That currently it has entered into a contract for construction of
the pier referred to in the previous Declaration, which provides for the
completion of construction by August 15, 1999.
(d) That C.P. Hugo Torres Chabert is the lawful representative of IRO,
as verified under Public Document Number 5,482, dated March 6, 1974,
respectively, duly executed before Notaries Public Number 1 of Playas de
Rosarito and number 6 of Tijuana, Lics. Luis A. Durazo Bazua and Eduardo Llades
Villafana, respectively, and that the powers granted under said documents have
not been withdrawn nor limited in any way. Copy of said power of attorney is
attached hereto as EXHIBIT 1.
III. PLAYMAR DECLARES:
(a) That it is a corporation with variable capital duly organized under
Mexican laws, as evidenced in Public Document No. 1,460 of February 15, 1999,
executed before Lic. Luis A. Durazo Bazua, Public Notary No. 1 of Playas de
Rosarito, B.C., and with a purpose as stated in the Corporate Articles, attached
hereto as EXHIBIT 6.
(b) That it entered into a Services Agreement with IRO, dated March 10,
1999, for the operation of the Pier (the "Services Agreement") which is the
subject of this Contract, as evidenced in EXHIBIT 7, hereto.
(c) That Mr. Manuel Gamboa is the lawful representative of PLAYMAR
under Public Document Number 1,460, dated February 15, 1999, duly executed
before Lic. Luis A. Durazo Bazva, Public Notary No. 1 of Playas de Rosarito,
B.C., and registered with the Public Registry under number 5166954, dated
February 19, 1999, as evidenced in EXHIBIT 6.
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IV. THE VENTURE DECLARES:
(a) That it is a limited liability company duly organized under the
laws of the State of Delaware, United States of America, as evidenced in the
Certificate of Formation of Commodore Day Cruises, LLC, Authentication Number
9514996, of January 11, 1999, which is attached hereto as EXHIBIT 8.
(b) That it duly changed its name with the State of Delaware to Baja
California, LLC, effective March 1, 1999, and that on March 5, 1999, it duly
changed its name with the State of Delaware to Coronado Seas, LLC.
(c) That it intends to operate a passenger cruise ship between San
Diego, California, USA and Playas de Rosarito, Baja California, Mexico, and it
wishes to dock at the pier referred to in this Contract at the Beginning of
Operations Date (as hereafter defined).
(d) That Mr. Frederick A. Mayer is the Venture's lawful representative,
as evidenced in the Unanimous Written Consent of the Members of the Venture, and
that the rights and duties granted under such document have not been withdrawn
nor limited in any way. A copy of such document is attached hereto as EXHIBIT 9.
C L A U S E S
FIRST. DEFINITIONS. For purposes of this contract, the words defined in
this clause shall have such meaning as provided:
Pier Agent: Playas, in its capacity as pier agent under the Law of
Ports and its Regulations.
Concession: Concession dated March 12, 1998, granted by SCT to BITAL
for the construction and operation of the Pier, and pursuant to which IRO is
named as trustee and trustor "A."
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Services Agreement: Agreement between IRO and PLAYMAR dated March 10,
1999, for the operation of the Pier, pursuant to Article 47 of the Resolutions
of the Law of Ports, which is attached hereto as EXHIBIT 10.
Cruise Ship: Any vessel operated by the Venture which may dock at the
Pier.
Docking Fee: The payment which the Venture shall make to IRO for the
right to dock at the Pier, pursuant to Clause Seventh A of this Contract.
Beginning of Operations Date: The date on which the Pier is capable of
safely receiving a cruise ship for dockage, which in no case shall be earlier
than July 15, 1999 or later than August 15, 1999, subject to authorization from
the SCT.
Monthly Federal Taxes: All fiscal obligations (taxes, duties,
assessments, etc.) set forth in Clause Seventh B that IRO may be required to pay
according to Mexican law.
IRO: Inversiones Rosarito S.A. de C.V., a corporation of variable
capital concessionaire of the Pier.
The Venture: Coronado Seas, LLC, a Delaware limited liability company,
operator of the Vessel.
The Pier: Pier in Playas de Rosarito, Baja California, Mexico currently
under construction in the federal maritime zone concessioned to Bital and to IRO
in its capacity as trustee and trustor "A."
Notices: Communications among IRO, the Venture, Bital and Playmar.
PLAYMAR: Playas de Rosarito Marina Resort, S.A. de C.V., a corporation
with variable capital, duly organized under Mexican law, which shall be in
charge of certain aspects of the operation of the Pier as authorized by the SCT.
Rosarito: The city of Playas de Rosarito, Baja California, Mexico.
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Other Route: Any route taken by the Cruise Ship other than between San
Diego and Rosarito.
The Route: The route taken by the Cruise Ship between San Diego and
Rosarito.
San Diego: The City of San Diego, California, U.S.A.
SCT: The Mexican Secretary of Communications and Transportations.
Effectiveness: Duration of the Docking Agreement between IRO and the
Venture from the Beginning Operations Date to February 28, 2009, and its
possible extension.
SECOND. PURPOSE. Commencing with the Beginning of Operations Date, the
Venture will use the berthing facilities at the Pier granted in and by this
Contract solely for the purpose of docking a Cruise Ship for voyages of variable
duration which will visit Rosarito one or two times per day together with the
purpose of conducting such other activities as are customarily associated
therewith. The Venture will not use any of said facilities for any unlawful
purpose, or otherwise violate any law, rule or regulation.
THIRD. TERM. The Effectiveness of this Contract will be of ten (10)
years counted as of the Beginning of Operations Date. Provided that the Venture
is not in default of this Contract, at the end of the Effectiveness period, the
Venture shall have the option to extend the Effectiveness until March 11, 2018,
the date the Concession terminates, under the same conditions established in
this Contract. The Venture shall exercise such option in writing, and not less
than 180 days prior to the expiration of the Effectiveness.
FOURTH. BERTHING RIGHTS. IRO hereby grants to the Venture the exclusive
berthing rights at the Pier for a Cruise Ship, in connection with voyages
departing from the San Diego metropolitan area. In the event that the Venture
[*] IRO may terminate its exclusive
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relationship with the Venture or maintain such exclusive relationship on the
terms agreed under this Contract. In the event that the exclusive relationship
is terminated, and, so long as the duties, tariffs, taxes and other payments
listed in the Seventh Clause of the Contract as obligations of the Venture are
paid by the Venture, IRO shall permit the Venture to use the Pier on a
non-exclusive basis during the Effectiveness of this Contract and will provide
docking space to the Venture as needed based on the Docking Schedule agreed upon
between IRO and the Venture, which shall be reasonable and similar to the one in
place prior to the Venture's loss of exclusivity. The Venture shall have a right
of first refusal throughout the Effectiveness period, to use the Pier with
respect to Other Routes. IRO shall notify the Venture in writing of any offer it
receives from any other party to use the Pier and shall immediately disclose the
details of such offer to the Venture. The Venture shall have a period of [*]
after receipt of such notice to decide whether it wishes to exercise such right
of first refusal. The Venture shall exercise its right of first refusal by
timely notifying IRO, in writing, of its intent to exercise such right of first
refusal. If the Venture fails to notify IRO within the aforementioned [*]
period, the Venture shall be deemed to have declined such right of first refusal
and IRO may contract with such party for the use of the Pier.
The following conditions shall apply in the event the Venture exercises
its right of first refusal:
(i) The Venture shall deposit in IRO's account, at least [*]
prior to the commencement date of the Other Route, a guarantee equivalent to [*]
of payments on the Other Route, with the understanding that such deposit shall
only be made if the company interested in the Other Route also offers to make a
deposit.
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(ii) The Venture shall at least match the offer of the company
proposing the Other Route, with the understanding that during the first two
years after the Beginning of Operations Date, IRO shall not grant Other Routes
to any other company, even if the Venture loses its exclusivity.
The Venture through this Contract guarantees that, independent of the
number of voyages made by the Cruise Ship during the first two years of the
Effectiveness, it shall pay IRO fees listed in Clauses Seventh A and B herein,
subject to compliance with the terms of this Contract.
The Venture, with input from the Pier's director, shall have the right
to determine which particular berth, dock or wharf may be used by it from day to
day for the berthing of said Cruise Ship. The berthing arrangements that are
provided for in this clause shall entitle the Venture to preferential berthing
rights (as compared to any other cruise ship which docks at the Pier) for any
particular Cruise Ship to be berthed, loaded or unloaded and readied for
departure. In the event that the Venture's Cruise Ship has not completed loading
and/or unloading, during any particular call at the Pier, due to a mechanical
breakdown, delay, schedule change or any other reason not imputable to IRO, then
and in that event, the Pier's director or his designee shall have the right to
require the Venture to move any such Cruise Ship from one dock, berth or wharf
to another berth, dock or wharf at no cost or expense to IRO if the extended
berthing of said Cruise Ship interferes with the flow of waterborne commerce at
the Pier.
Similarly, the Venture shall not directly or indirectly impede its
passengers from staying at the Hotel Rosarito Beach, but rather, on a
space-available basis, shall accommodate its passengers on-board the next Cruise
Ship in the event any have decided to lodge at the Hotel. Additionally, the
Venture shall not [*] located within ten miles of the Rosarito Pier.
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FIFTH. DOCKSIDE AREA. The particular berth, dock or wharf to be used by
the Venture during any particular time when a Cruise Ship is calling at the
Pier, shall have adjacent thereto a passenger gangway and other loading and
unloading facilities for the luggage of the passengers and sufficient land side
space for taxis and buses, at times of embarkation and disembarkation, without
blocking the movement of pedestrians or vehicles to the Hotel Rosarito Beach, as
shown on the diagram attached hereto as EXHIBIT 11. The Venture shall have the
right to use said dockside area for the purposes of this Contract during the
time at which any particular Cruise Ship is berthed at the Pier consistent with
the purposes of this Contract. The Venture shall keep every portion of the
dockside area in good repair and in a neat, orderly, clean, safe and healthy
condition at all times while being used by the Venture, including, but not
limited to, eliminating and removing all litter and trash from the dockside area
caused by the Venture, its representatives, agents, employees, invitees,
licensees, passengers, stevedores, subcontractors or others involved in the
loading and/or unloading of the Cruise Ship. IRO shall provide sufficient land
side facilities and personnel to assist in keeping cruise passengers and
associated pedestrian traffic isolated from other persons and from unauthorized
areas until the passengers are released by Mexican customs officials. IRO shall
also provide convenient access to the Pier for janitorial, security, baggage
handling, gangway and other personnel retained by the Venture, at the Venture's
expense, while the Cruise Ship is at the Pier.
SIXTH. CONDITION OF THE PIER. IRO, to ensure compliance with the
requirements for the construction of the Pier as set forth by SCT in the
Concession, and to satisfy the terms of this Contract, shall contract
"Estructuas y Puertos" S.A. de C.V. (a copy of the construction contract is
attached hereto as EXHIBIT 12), setting forth in such contract August 15, 1999
as the completion date for the Pier. Accordingly, IRO shall do everything within
its reach so that said contractor fully completes construction of the Pier
within the time and manner set
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forth in the applicable contract, so that the Pier shall be fully
constructed and capable of receiving cruise ships alongside safely afloat
(including causing the Pier to have enough bollards, bits and other fixtures and
equipment to safely tie a Cruise Ship alongside) no later than the Beginning of
Operations Date and throughout the Effectiveness of this Contract. Furthermore,
IRO agrees that upon completion of the Pier, it shall have an average water
depth of at least [*] at the berthing area, considered at an average low-low
tide level. For further specifications, the SCT nautical survey is attached
hereto as EXHIBIT 13. In the event that water depth conditions mentioned above
do not exist, and because of that reason, the Cruise Ship cannot berth at Pier
in the area under Concession, [*]. At all events, the parties expressly agree
that in the event that a Cruise Ship cannot berth at the Pier in the area under
Concession for any reason, the Venture is not obliged to pay the amounts
referred at the Seventh Clause of this Agreement. Notwithstanding the preceding
sentence, in the event the Vessel is unable to dock at the Pier due to foul
weather or because it would be unsafe in the opinion of the Vessel's Captain to
do so, the Vessel shall anchor in the area under Concession (if to do so would
be safe in the opinion of the Vessel's Captain), PLAYMAR shall assure that
Mexican authorities document the Vessel's arrival in Mexico and the Venture
shall be obligated to pay the amounts referred to at the Seventh Clause for such
voyage as if it had docked at the Pier.
IRO shall install at the Pier, and have ready and in normal operating
conditions at the Beginning of Operations Date, all installations and services
required by the applicable laws, having at least nautical entry and exit signals
to the Pier, public lighting, security for the Pier, fire safety equipment and
personnel, and will provide at its expense the maintenance support for such
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equipment and services. The cost of use of such installations and services shall
be borne by the Venture at reasonable market prices and fees.
SEVENTH. CONSIDERATION. The Venture shall pay to IRO the following
charges and fees as compensation, taxes and rights for the use of the Pier for
the berth of a Cruise Ship:
A. The Venture shall pay a Docking Fee of [*], payable on a
monthly basis, in arrears. For appropriate action, IRO represents that it has
entered into the Services Agreement for the operation of the Pier according to
the terms of this Contract and incorporated into this Contract. PLAYMAR may not
alter this Contract in any respect. If, after ten (10) years from the Beginning
of Operations Date, the Venture duly exercises its option to extend the
Effectiveness of this Contract through March 11, 2018, [*]. The Occupancy Study
shall be conducted in the following manner:
(i) IRO shall select an independent party (the "IRO
Expert");
(ii) The Venture shall select an independent party
(the "Venture Expert");
(iii) The IRO Expert and the Venture Expert shall
select an independent party (the "Occupancy Expert") who shall conduct the
Occupancy Study; and
(iv) [*] by virtue of the Venture's Cruise Ship
docking at the Pier, the Venture shall increase the Docking Fee set forth in
Clause Seventh A of this Contract to [*].
B. Monthly Federal Taxes for the use of the Pier in the amount
of [*]. The Venture shall pay such port taxes commencing thirty (30) days after
the Beginning of Operations Date directly to IRO.
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C. Pier Agent's fees in the amount of [*] (which amount
currently includes approximately [*] in taxes) for each call the Venture's
Cruise Ship makes at the Pier. Such Pier Agent fees also includes any passenger
"head" taxes. The Venture shall pay such fees on a bi-weekly basis, in arrears,
directly to the Pier Agent. Additionally, the Venture shall pay up to [*], as
required for any immigration and customs duties to the Mexican government from
the Venture's use of the Pier. PLAYMAR shall notify the Venture in writing of
the name of the Pier Agent and such Pier Agent shall not be changed without
thirty (30) days prior written notice to the Venture.
IRO agrees to deliver to the Venture, within the 20 days following each
tax and rights payment mentioned in Clause Seventh A, and Seventh B, and Seventh
C a copy of the corresponding receipts or any other document that irrefutably
proves that the payments were made duly and on time. In the event that IRO does
not comply with the foregoing, the Venture may retain future payments for such
purpose, and may use the Pier as usual, until it receives the payment receipts.
D. Linehandling may be accomplished by the Venture or by its
designated stevedore company without having the obligation to pay charges or
fees to the Pier.
E. Payment of the foregoing amounts shall entitle the Venture
to call at the Pier an unlimited number of times each day. Likewise, the parties
agree that the amounts set forth in this Contract are the valid ones at the time
of its execution. In the event that, because of Mexican authorities or by any
other cause the taxes related to Clauses Seventh B or Seventh C of this Contract
increase, IRO shall notify the Venture in writing within a period of time which
must not exceed twenty (20) days, so that both parties may adjust the amounts
due under this
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Contract by the amount of such tax increases. Additionally, to the extent the
Venture paid VAT on any of the payments made in Clause Seventh of this Contract,
IRO shall, to the extent permitted by law, through its independent accountants,
request a refund for such VAT paid by the Venture, and IRO shall remit to the
Venture any refund obtained upon receipt of the refund by IRO.
EIGHTH. CRUISE OPERATIONS. IRO is not exercising any dominion, control
or supervision over the activities of the Venture in connection with the cruise
ship operations at the Pier and the conduct of said operations by the Venture
and the provisions of this Contract do not create in the Venture any leasehold
or ownership interest in and to any real property at the Pier.
NINTH. COMPLIANCE WITH LAWS. The Venture shall comply with all federal
and state, statutes, ordinances, rules and regulations of the United States of
Mexico and the United States of America applicable to its operations.
TENTH. ASSIGNMENT. This Contract shall not be assigned by either party
without the express prior written approval of the other party, which shall not
be unreasonably withheld.
ELEVENTH. INSURANCE. IRO and the Venture shall each obtain all risk
insurance for their respective operations. The Venture agrees to pay for and
maintain in full force and effect comprehensive general liability and property
damage insurance in the amount of [*] in the aggregate for liability to any one
person and for any one occurrence and including an equal amount for property
damage. In compliance with applicable Mexican law, IRO shall obtain, pursuant to
the terms of the Concession, insurance covering civil liability of the operator
of the Concession, theft, and damage to the wharf, third parties, and items
material to the Concession. Each party shall provide the other with certificates
of insurance evidencing the existence of
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continuous insurance coverage. Each party shall, if permitted by their insurance
carrier, include in their respective insurance policy, damage protection for
each other for claims from third parties, so that in the event a Cruise Ship
passenger sues IRO, the Venture's insurance policy shall protect IRO. Similarly,
if a guest of IRO sues the Venture, the issuance policy of IRO shall protect the
Venture. IRO shall also obtain insurance for damage to the Pier caused by acts
of God in an amount of not less than [*], it being expressly understood that
such amount may be changed in accordance with the results of an appraisal
performed for such purpose, and that is acceptable to the Venture by written
consent. In any event, the parties further agree that the amount of insurance
coverage shall never be less than [*], and that IRO's responsibility shall not
exceed the amount of insurance coverage plus any deductibles for such Acts of
God.
TWELFTH. ACCESS. IRO shall at all times have access to the areas of the
Pier utilized by the Venture pursuant to the provisions of this Contract for the
purpose of examining and inspecting the Pier and for the purpose of conducting
IRO's routine business and operations at the Pier.
THIRTEENTH. DEFAULT OR BREACH. In the event either IRO or the Venture
fails or refuses to comply with the terms and conditions of this Contract, and
that said default is extended for a period in excess of thirty (30) days, then
and in any one or more of those events, the non-defaulting party shall provide
the defaulting party with written notice of such defaults and 30 days within
which to cure such defaults. If the defaulting party fails to cure such defaults
within such time period (or fails to take diligent steps to begin to cure such
defaults that cannot be cured within 30 days, the non-defaulting party shall
have the option of declaring this Contract in default and exercising any of the
remedies authorized by law.
FOURTEENTH. AGREEMENT ADMINISTRATION. IRO shall retain the services of
PLAYMAR for the operation of the Pier in accordance with the terms of the
Services
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Contract, and the collection of the Docking Fee; PLAYMAR shall develop all port
and maritime activities permitted under the Concession and Mexican law.
The Venture shall be entitled to rely on instructions from PLAYMAR, and
only PLAYMAR as IRO's sole representative with respect to the operation of the
Pier. In the event PLAYMAR fails to perform its duties under the Services
Contract and IRO wishes to terminate PLAYMAR, IRO shall provide the Venture with
thirty (30) days prior written notice of such termination and the name of
PLAYMAR's successor (or if IRO will operate the Pier directly, with such notice)
upon whom the Venture may rely with respect to the operation of the Pier and to
whom the Venture shall remit Docking Fees.
FIFTEENTH. NOTICES. All notices, approvals, requests and declarations
(hereinafter called "Notices") shall be classified as informal or formal.
Informal Notices may be sent by any medium and shall relate to any communication
that the parties hereto desire to make to the other but shall not have any legal
or economic effect. Formal Notices shall be those with legal or economic effect
and those proposing any changes to the terms and conditions of the present
agreement. All Notices shall be made in writing with the acknowledgement of
receipt. Formal Notices must be personally delivered, or mailed through
certified mail or under the methods permitted under Mexican law. Notices shall
be sent to the following addresses:
1. To the Company:
4000 Hollywood Boulevard
Suite 385-S, South Tower
Hollywood, Florida 33201
Telephone: (954) 967-2100
Fax: (954) 967-2147
Attn: Mr. Fredrick A. Mayer, Chief Executive Officer
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2. To IRO:
Boulevard Benito Juarez Numero 31
Playas de Rosarito, Baja California
Mexico
Telephone: 011-526-612-1111
Fax: 011-526-612-1176
Attn.: Mr. Hugo Torres Chabert
3. To PLAYMAR
Boulevard Benito Juarez Numero 31-M
Playas de Rosarito, Baja California
22710 Mexico
Telephone: 011-526-613-0434
Fax: 011-526-613-1313
Attn: Mr. Manuel Gamboa
4. To BITAL
Boulevard Benito Juarez Numero 31
Playas de Rosarito, Baja California
Mexico
Telephone: 011-526-612-1111
Fax: 011-526-612-1176
Attn.: Mr. Hugo Torres Chabert
In the event of change of address, each party must immediately notify
the other party in accordance with these formal notice procedures.
SIXTEENTH. AUTHORITY TO EXECUTE. Each of the parties hereto covenants
to the other party hereto that it has lawful authority to enter into this
Contract, that the governing or managing body of each of the parties has
approved this Contract and that the governing or managing body of each of the
parties has authorized the execution of this Contract.
SEVENTEENTH. APPLICABLE LAWS. This Contract shall be subject to the
federal laws of Mexico. In the event of any dispute in relation to the
interpretation and
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enforcement of this Contract, the parties expressly submit to the jurisdiction
of the courts of Mexico City. This Contract shall be subject to approval by [*].
This Contract, read and heard by all parties, all aware of its contents
and legal effect of each and everyone of its clauses, is executed before the
witnesses at the City of Playas de Rosarito, April 6, 1999.
WITNESS: INVERSIONES ROSARITO S.A. de C.V.,
____________________________________ By: /s/ C.P. Hugo Torres Chabert
_______________________________
Title: _______________________________
WITNESS: CORONADO SEAS, LLC:
____________________________________ By: /s/ Frederick A. Mayer
_______________________________
Title: Chief Executive Officer
_______________________________
WITNESS: PLAYAS DE ROSARITO MARINA
RESORT, S.A. de C.V.
____________________________________ By: /s/ Manuel Gamboa Moreno
_______________________________
Title: _______________________________
WITNESS: BANCO INTERNACIONAL, S.A.
____________________________________ By: /s/ Jesus Cerda Mendez
_______________________________
Title: _______________________________
- --------
* Marked text omitted pursuant to an application for an order for
confidential treatment by Commodore Holdings Limited.
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CERTIFICATION
I, Alan Pritzker, Chief Financial Officer of Commodore Holdings Limited, hereby
represent that the previously attached document is a fair and accurate English
translation of the Rosarito Pier Docking Agreement which was executed in
Spanish.
/s/ ALAN PRITZKER
-----------------------
Alan Pritzker
Chief Financial Officer
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