Exhibit 10.13

 

^5th JVA AMENDMENT AGREEMENT

DATED: 15 July 2016

PARTIES:

(1) KATMANDU COLLECTIONS, LLLP (“KAT”), a limited liability limited partnership duly incorporated and organised under the laws of the state of Nevada, of the United States of America, under the file number E0498572006-7, whose registered office is at 10785 West Twain Avenue, Suite 200, Las Vegas, 89135, Nevada, United States of America, and with postal address at [***] with the Spanish fiscal identification code for foreign companies (N.I.F.): [***]

(2) MELIÁ HOTELS INTERNATIONAL, S.A. (“MHI”), a public limited liability company duly incorporated and organised under the laws of the Spain, whose registered office is at Calle Gremi de Boters, number 24, Polígono Son Castelló, 07009 Palma de Mallorca, Spain, with the Spanish fiscal identification code (C.I.F.): [***] and

(3) PRODUCCIONES DE PARQUES, S.L. (“PDP”), a limited liability company duly incorporated and organised under the laws of Spain, whose registered office is at Avda. Vaquer Ramis, s/n, 07181 Magalluf-Calvià, Spain, with the Spanish fiscal identification code (C.I.F.): [***]

WHEREAS:

I.- This Agreement is supplemental to and amends the JVA.

II.- The JVA establishes shortfall payments to be made by MHI to KAT in case a certain shortfall in revenue generated by the Fun Pass occurs.

III.- The Parties desire to amend the JVA with respect to the shortfall payments deriving from Fun Pass revenue shortfalls that occurred in Year 2015.

IT IS AGREED:

1. definitions and interpretation

1.1. Definitions

1.1.1. Save as expressly otherwise herein defined, capital-letter initialled terms used herein and defined in the JVA shall have the same meaning in this Agreement.

1.1.2. In this Agreement, the following specific definitions will apply and take precedence over the definitions of the same terms set out in the JVA:

“Agreement” means this agreement.

“KAT” has the meaning given to it in the heading section hereof.

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“MHI” has the meaning given to it in the heading section hereof.

“PDP” has the meaning given to it in the heading section hereof.

“JVA” means the agreement titled, “Joint Venture and Shareholders Agreement”, dated 13 December 2012, and made between the Parties, and notarised on that same date under document number 4040 of Armando Mazaira Pereira, notary public of Palma de Majorca (the “Initial JVA”), as supplemented and amended by the novation agreements made by and between the Parties: (i) on 28 June 2013 in a private document, notarised on the date of its execution under document number 2087 of the aforementioned notary, (ii) on 29 January 2014, (iii) on 10 May 2014, and (iv) on 25 November 2015, respectively.

“Parties” means the parties to this Agreement indicated in the heading section hereof.

1.2. Interpretation

This Agreement is to be interpreted and construed in accordance with the provisions of clause A.2 (General rules of interpretation) of the JVA, which shall be deemed to be incorporated herein by this reference.

2. The amendments

2.1. Fun Pass shortfall payment re 2015

2.1.1. The Shareholders acknowledge that the shortfall payment to be made by MHI to KAT under clause F.1.2.3. (Shortfall payment) of the Initial JVA due to a shortfall in the Fun Pass related minimum revenue with respect to the Year 2015 amounts to EUR 320.617,48 + VAT.

2.1.2. The Parties agree that only in regard to the specific 2015 shortfall payment indicated in Clause 2.1.1 above, Clause F.1.2.3. (Shortfall payment) of the Initial JVA is hereby amended to the extent that (i) the 2015 shortfall payment shall amount to EUR 641,234.96 + VAT and (ii) MHI shall exceptionally make that 2015 shortfall payment not to KAT but instead directly to PDP.

2.1.3. The Parties hereby acknowledge that during Year 2016 MHI has already paid to PDP a first installment of EUR 320.617,48 + VAT. In consequence and according to clause 2.1.2, MHI shall make a second payment to PDP of EUR 320.617,48 + VAT. This final payment shall be made during Year 2016.

2.1.4. This clause 2.1 (Fun Pass shortfall payments re 2015) will not affect the JVA’s regulation of any shortfall payment MHI may have to make in the future with respect to any period of time following the Year 2015.

2.1.4.1. KAT hereby waives any rights it may now or in the future have to receive any payment, by MHI or PDP, whether directly or indirectly related to the Fun Pass revenue shortfalls which occurred in the Year 2015, subject to any right KAT may have to claim for additional payments to be made in the future by MHI directly to PDP deriving from Fun Pass revenue shortfalls occurred in the Year 2015.

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2.2. Date of effectiveness

This clause 2.1 (Fun Pass shortfall payments re 2015) will be effective (retroactively) from 1 January 2015.

3. Miscellanea

3.1. Single agreement

This Agreement amends, supplements and extends the JVA. This Agreement and the JVA will be taken together and will constitute, for all purposes, one and the same agreement. The Parties will act in good faith to analogously apply and to adjust the provisions of the JVA to this Agreement.

3.2. No further changes

Except as expressly set forth herein, (i) the JVA remains in full force and effect in accordance with its terms, (ii) no further additions, modifications or deletions to the JVA are intended by the Parties or made by this Agreement, and (iii) the execution, delivery, and performance of this Agreement will not operate as a waiver of any right established in the JVA.

3.3. Notarisation

Any Party may require the other Parties to notarise this Agreement at the notary Armando Mazaira in Palma de Mallorca with 15 days prior written notice.

3.4. Costs and Expenses

The Parties shall each pay their own costs, charges and expenses in connection with, and incidental to, the preparation and negotiation of this Agreement.

3.5. JVA clauses applicable hereto

The following clauses of the JVA shall apply (with such changes as are necessary) to this Agreement: G.2 (Absence of conflict), G.5 (Interpretation rules), G.6 (Notices), G.7 (Further action), G.8 (Amendment or modification), G.9 (Unforeseen circumstances and mutual collaboration), G.10 (Governing law and dispute resolution), and G.11 (Confidentiality and announcements).

3.6. Counterparts

This Agreement may be entered into in any number of counterparts. All counterparts shall be valid and binding on the Party executing them and shall, when taken together, constitute one and the same instrument for all purposes. Any Party may enter into this Agreement by signing any such counterpart but this Agreement will not be effective until each Party has executed at least one counterpart of this Agreement.

In witness whereof, the Parties have duly executed, delivered and signed this Agreement on the date hereof.

{SIGNATURE PAGE TO FOLLOW}

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SIGNATURE PAGE

/s/ Julia Emily Demerau	/s/ Gabriel Escarrer Jaume
Katmandu Collections, lllp Represented herein by:   Julia Emily Demerau, national of the USA, with passport of his nationality number [***] (valid until 19 June 2023) and with Spanish tax ID (NIE) number [***] who acts as sole general partner of the company	MeliÁ Hotels International, S.A. Represented herein by: Gabriel Escarrer Jaume, who acts as managing director of the company
/s/ Scott Demerau	/s/ Mark Hoddinott
Producciones de Parques, S.L. Represented herein by:   Scott Demerau, national of the USA, with passport of his nationality number [***] (valid until 19 June 2023), who acts, jointly with Mark Hoddinott subject to the joint power of attorney granted for this purpose by the board of directors of the company on or about the date hereof	Producciones de Parques, S.L. Represented herein by: Mark Hoddinott, British citizen, with Spanish tax ID (NIE) number [***] who acts, jointly with Scott Demerau, subject to the joint power of attorney granted for this purpose by the board of directors of the company on or about the hereof

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