EX-4.3



 Exhibit 4.3 

EXECUTION VERSION 
 SECOND
SUPPLEMENTAL INDENTURE 
 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 26, 2014 by
and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto and
that are listed on Schedule I hereof (the “New Guarantors” and each a “New Guarantor”), the entities that are named as Guarantors on the signature pages hereto and that are listed on Schedule II hereof (the
“Existing Guarantors” and, together with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of
August 9, 2013 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of August 13, 2013 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”) providing for the issuance of the Company’s 8.000% Senior Notes due 2020 (the “Notes”); 

WHEREAS, pursuant to and on the date of the Base Indenture, the Company initially issued $300,000,000 aggregate principal amount of its 8.000%
Senior Notes due 2020 (the “Existing Notes”); 
 WHEREAS, Section 2.15 of the Base Indenture provides that the Company
may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture) under the Base Indenture; 

WHEREAS, the Company wishes to issue an additional $75,000,000 aggregate principal amount of its 8.000% Senior Notes due 2020 as Additional
Notes (the “New Notes”); 
 WHEREAS, Section 9.01(l) of the Base Indenture provides that, without the consent of any
Holders of a Note, the Company, the Guarantors and the Trustee may amend or supplement the Base Indenture to provide for the issuance of Additional Notes and Subsidiary Guarantees in accordance with the limitations set forth in the Base Indenture;

 WHEREAS, Sections 4.18 and 12.04 of the Base Indenture provide that under certain circumstances the Company may cause the New Guarantors
to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Company’s Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and
conditions set forth herein; 
 WHEREAS, the Company and the Guarantors are authorized to execute and deliver this Supplemental Indenture;

 WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture; 
 WHEREAS, the Company hereby requests that the Trustee join with the Company, the Existing Guarantors and the New Guarantors in
the execution of this Supplemental Indenture and the Company has provided the Trustee with an Officers’ Certificate and the minutes of the meeting its Board of Directors recorded in writing and the resolutions contained therein authorizing the
execution of and approving this Supplemental Indenture; and 

  
 -1- 








 WHEREAS, all covenants, conditions and requirements necessary for the execution and delivery of
this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized. 
 NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Existing Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders as follows: 
 1. Defined Terms. Capitalized terms not otherwise defined
herein have the meanings set forth in the Base Indenture. The words “herein,” “hereof’ and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole
and not to any particular section hereof. 
 2. Amount of New Notes. The aggregate principal amount of New Notes to be
authenticated and delivered under this Supplemental Indenture on February 26, 2014 is $75,000,000. 
 3. Terms of New
Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall: 
  

	 	a.	be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with
respect to voting, waivers, amendments, redemptions and offers to purchase; 

  

	 	b.	be issued on February 26, 2014 at an issue price of 105.5% of the principal amount, and will accrue interest from February 15, 2014; 


 

	 	c.	be issuable in whole in the form of one or more Global Notes to be held by the Depositary and in a substantially similar form, including appropriate transfer restriction legends, provided in Exhibit A to the Base
Indenture; and 

  

	 	d.	bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 72812R AA5 and ISIN number of US72812RAA59, and, in the case of New Notes sold under Regulation S of the Securities Act, the
CUSIP number of N70548 AA5 and ISIN number of USN70548AA57. 

 4. New Guarantors. Each of the
undersigned New Guarantors hereby acknowledges that it has received and reviewed a copy of the Base Indenture, the First Supplemental Indenture and all other documents it deems fit prior to entering into this Supplemental Indenture, and acknowledges
and agrees to (i) join and become party to the Indenture with all rights and obligations as set forth in the Indenture as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties and
acknowledgments attributable to the Company or any Guarantor, as the case may be, in the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto, as applicable; and (iii) perform all obligations and duties
required of an indemnifying party pursuant to the Indenture. 

  
 -2- 








 5. New Guarantor Guarantee. Each of the New Guarantors hereby, jointly and
severally, irrevocably and unconditionally guarantees the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 12 of the Base
Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 

6. Guarantor Releases. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such
Guarantor shall be deemed to be released from all obligations as provided in Section 12.06 of the Base Indenture. 
 7.
Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.01 of the Base Indenture. 

8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended and supplemented
hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 9. No Recourse Against
Others. No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Company or of any New Guarantor or any direct or indirect parent corporation, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, the Guarantees, the Base Indenture, the First Supplemental Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal
securities laws. 
 10. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY
SUCCESSOR TO SUCH STATUTE). BY THE EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, EACH OF THE COMPANY AND THE NEW GUARANTORS SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR NEW YORK STATE COURT SITTING, IN EACH CASE, IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK, THE UNITED STATES OF AMERICA IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE NOTES. 

11. Severability. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid,
illegal or unenforceable in any jurisdiction, in any respect for any reason, the validity, legality and enforceability of any such provision in every other jurisdiction and in every other respect, and of the remaining provisions, shall not in any
way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

  
 -3- 








 12. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all
purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes. 

13. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
thereof. 
 14. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity, sufficiency or adequacy of this Supplemental Indenture or of the New Notes or for or in respect of the statements or recitals contained herein or in the New Notes (except in the Trustee’s certificate of authentication), all of which
recitals are made solely by the Company, the New Guarantors and the Existing Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee shall not be accountable for the use or application by the Company of New Notes or
of the proceeds thereof. 
 15. Successors. All agreements of each of the New Guarantors in this Supplemental
Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 -4- 








 
			
	PLAYA RESORTS HOLDING B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	  

	Name:	 	
	Title:	 	
	
	PLAYA HOTELS & RESORTS B.V.:
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Executive Director


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA RESORTS HOLDING B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	PLAYA HOTELS & RESORTS B.V.:
	
	  

	Name:	 	
	Title:	 	


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA H&R HOLDINGS B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	  

	Name:	 	
	Title:	 	
	
	 HOTEL GRAN PORTO REAL B.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director)


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA H&R HOLDINGS B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 HOTEL GRAN PORTO REAL B.V.:

As Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	HOTEL ROYAL CANCUN B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director)
	
	 HOTEL GRAN CARIBE REAL B.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director)


 [Signature Page to the Supplemental Indenture] 







 
			
	HOTEL ROYAL CANCUN B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 HOTEL GRAN CARIBE REAL B.V.:

As Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	HOTEL ROYAL PLAYA DEL CARMEN B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director)
	
	 PLAYA RIVIERA MAYA B.V.:
 As
Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)


 [Signature Page to the Supplemental Indenture] 







 
			
	HOTEL ROYAL PLAYA DEL CARMEN B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 PLAYA RIVIERA MAYA B.V.:
 As
Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA CABOS B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)
	
	 PLAYA ROMANA B.V.:
 As
Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA CABOS B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 PLAYA ROMANA B.V.:
 As
Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA PUNTA CANA HOLDING B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)
	
	 PLAYA GRAN, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA PUNTA CANA HOLDING B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 PLAYA GRAN, S. DE R.L. DE C.V.:

As Guarantor

	
	  

	Name:	 	
	Title:	 	


 [Signature Page to the Supplemental Indenture] 







 
			
	GRAN DESING & FACTORY, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 DESARROLLOS GCR, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 INMOBILARIA Y PROYECTOS
  

TRPLAYA, S. DE R.L. DE C.V.:
 As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA RMAYA ONE, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 PLAYA CABOS BAJA, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 PLAYA ROMANA MAR B.V.:
 As
Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA RMAYA ONE, S. DE R.L. DE C.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 PLAYA CABOS BAJA, S. DE R.L. DE C.V.:

As Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 PLAYA ROMANA MAR B.V.:
 As
Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA CANA B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director B)
	
	 INVERSIONES VILAZUL S.A.S.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	President-Administrator
	
	 /s/ Omar Palacios

	Name:	 	Omar Palacios
	Title:	 	President-Administrator


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA CANA B.V.:
	As Guarantor
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director
	
	 INVERSIONES VILAZUL S.A.S.:

As Guarantor

	
	  

	Name:	 	
	Title:	 	
	
	  

	Name:	 	
	Title:	 	


 [Signature Page to the Supplemental Indenture] 







 
			
	PLAYA HALL JAMAICAN RESORT LIMITED:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Director
	
	 /s/ Omar Palacios

	Name:	 	Omar Palacios
	Title:	 	Director
	
	 HOTEL CAPRI CARIBE, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	CAMERÓN DEL CARIBE, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	CAMERÓN DEL PACIFICO, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 BD REAL RESORTS, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	ROSE HALL JAMAICA RESORT B.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A of
		 	Playa Resorts Holding B.V.
		 	(as its Managing Director)
	
	 IC SALES, LLC:
 As
Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Manager
	
	 /s/ Omar Palacios

	Name:	 	Omar Palacios
	Title:	 	Manager


 [Signature Page to the Supplemental Indenture] 







 
			
	ROSE HALL JAMAICA RESORT B.V.:
	
	  

	Name:	 	
	Title:	 	
	
	 /s/ Jules de Kom

	Name:	 	Jules de Kom
	Title:	 	Managing Director


 [Signature Page to the Supplemental Indenture] 







 
			
	PERFECT TOURS N.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Managing Director A
	
	 /s/ Omar Palacios

	Name:	 	Omar Palacios
	Title:	 	Managing Director A
	
	 RIVIERA PORTO REAL, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	THE ROYAL CANCUN, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	HOTEL GRAN CARIBE REAL, S. DE R.L. DE C.V.:
	As Guarantor
	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact
	
	 ROYAL PORTO, S. DE R.L. DE C.V.:

As Guarantor

	
	 /s/ Bruce D. Wardinski

	Name:	 	Bruce D. Wardinski
	Title:	 	Attorney-in-fact


 [Signature Page to the Supplemental Indenture] 







 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Teresa Petta

		 	Name: Teresa Petta
		 	Title: Vice President


 [Signature Page to Second Supplemental Indenture] 







 SCHEDULE I 

IC Sales, LLC 
 Perfect Tours N.V. 

Riviera Porto Real, S. de R.L. de C.V. 
 The Royal Cancun, S. de
R.L. de C.V. 
 Hotel Gran Caribe Real, S. de R.L. de C. V. 

Royal Porto, S. de R.L. de C.V. 







 SCHEDULE II 

Playa Gran, S. de R.L. de C.V. 
 Gran Desing & Factory,
S. de R.L. de C.V. 
 Desarrollos GCR, S. de R.L. de C.V. 

Inmobilaria Y Proyectos TRPLAYA, S. de R.L. de C.V. 
 Playa Rmaya
One, S. de R.L. de C.V. 
 Playa Cabos Baja, S. de R.L. de C.V. 

Hotel Capri Caribe, S. de R.L. de C.V. 
 Camerón del
Caribe, S. de R.L. de C.V. 
 Camerón del Pacífico, S. de R.L. de C.V. 

BD Real Resorts, S. de R.L. de C.V. 
 Inversiones Vilazul S.A.S.

 Playa Hall Jamaican Resort Limited 
 Playa H&R Holdings
B.V. 
 Hotel Gran Porto Real B.V. 
 Hotel Royal Cancun B.V.

 Hotel Gran Caribe Real B.V. 
 Hotel Royal Playa del Carmen
B.V. 
 Playa Riviera Maya B.V. 
 Playa Cabos B.V. 

Playa Romana B.V. 
 Playa Punta Cana Holding B.V. 

Playa Romana Mar B.V. 
 Playa Cana B.V. 

Rose Hall Jamaica Resort B.V.