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SOL MELIA ANNUAL REPORT 00 COMP

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GUARANTEES,<br />

COMMITMENTS AND CONTINGENCIES<br />

Sol Meliá, S.A. has acquired the commitment of financing, if needed, up to Ptas. 2,<strong>00</strong>0 million of the construction of one<br />

of the hotels it will rent and of mortgaging other owned assets.<br />

Sol Meliá, S.A. is the guarantor of Lomondo Ltd. (a Group company) and Promociones Playa Blanca, S.A. for loans formalised<br />

with banks, the debts of which at December 31, 2<strong>00</strong>0 amount to Sterling Pounds 15.6 million and Euros 4.8<br />

million, respectively.<br />

Sol Meliá, S.A., Meliá Inversiones Americanas, N.V. and Inmotel Inversiones, S.A. (absorbed company) signed a Global<br />

Agreement in March 1998 in order to regulate certain aspects of the intercompany relationship. The main terms of the<br />

Global Agreement are:<br />

Non-competition Covenant: Inmotel Inversiones, S.A. and Sol Meliá, S.A agreed not to compete in the tourist business in<br />

Latin American and the Caribbean area unless otherwise authorized by Meliá Inversiones Americanas, N.V.<br />

First refusal right: Meliá Inversiones Americanas, N.V. has granted to Sol Meliá, S.A. the first refusal right of operating<br />

any hotel owned by Meliá Inversiones Americanas. N.V. that the latter may acquire or use.<br />

Management contracts: The following standard terms will be applied to any management contract signed by Meliá<br />

Inversiones Americanas, N.V.and Sol Meliá, S.A. or by any of their subsidiaries:<br />

Initial period for the management contract<br />

20 years<br />

Sales fees<br />

4% on gross income<br />

Fees on G.O.P 10%<br />

Market price: All the transactions between Meliá Inversiones Americanas, N.V. and Sol Meliá, S.A. which might imply a<br />

clash of interests will be carried out at market price.<br />

Sol Meliá, S.A. has firm rental commitments, which range between one and eighteen years, including documentary commitments<br />

for approximately Ptas. 15,<strong>00</strong>0 million, in accordance with the maturities of the corresponding rentals.<br />

Sol Meliá has agreed with Tryp, S.A. (a Group company) that any amount it may receive from the former owners of the<br />

said company to cover risks materialised in the Tryp Group would be handed over to Tryp, S.A.<br />

Sol Meliá secures up to Euros 1,5<strong>00</strong> million the fulfilment by the subsidiary Sol Meliá Europe, B.V. of any assumed obligation<br />

relating to the issue of “Euro Medium-Term Note Programme” Bonds to be carried out by the subsidiary. At<br />

December 31, 2<strong>00</strong>0 Sol Meliá Europe, B.V. had issued Bonds for Euros 206 million, which mature on March 30, 2<strong>00</strong>1.<br />

During the year, Hoteles Mallorquines Agrupados, S.A., Hoteles Mallorquines Asociados, S.A. and Hoteles Mallorquines<br />

Consolidados, S.A., have paid to Sol Meliá, S.A. all the expenses and payments deriving from the warrants given to the<br />

shareholders of Melia Inversiones Americanas, N.V., who accepted the Public Offering of Acquisition of Shares of Melia<br />

Inversiones Americanas, N.V. approved by the Spanish National Stock Market Committee on December 30, 1998.<br />

Claims for damages were lodged with a United States Court against various Group companies by a guest of one of the<br />

hotels managed in Mexico. The lawyer has affirmed that he cannot as yet give an opinion on the final outcome. The<br />

Company’s directors consider, however, that these claims will not have a significant impact on the Group’s results and<br />

equity since Sol Meliá has a minority holding in the company that owns and operates the hotel, and in any case the Group<br />

has an insurance policy to cover such contingencies.<br />

S OL<br />

M ELIÁ<br />

A NNUAL R EPORT 2<strong>00</strong>0<br />

143

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