WEBVTT

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Mr. Gricher, good morning. Good morning, your

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honor. Sean Gricher from Young Conaway on behalf

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of the debtors. Your honor, we did file an amended

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agenda. It's a docket 170, which included a number

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of additional documents. I am sure that your

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honor was pleased to receive a whole lot of additional

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documents. But before I move beyond that, it

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would. Has your honor received everything that

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the court expected to receive? I don't know,

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but I assume I've got exhibit witnesses, I mean

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exhibit finders, so that's what we'll go with.

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Okay, very good, your honor. So parties have

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discussed sort of the order of operations here

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today. I think our hope is we do have a number

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of witnesses. I would like to proceed with putting

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in, making our record. Mr. Albor has witnesses

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as well, so we propose to proceed. Right along

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and get through the day today These are two copies.

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Yeah, two copies, sir. Your Honor, prior to the

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hearing, the parties met and conferred and obviously

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subject to your approval to streamline the evidentiary

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presentation. The parties asked that the court

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move into the record the documents that are listed

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on the party's exhibit list. For the debtors,

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most of these documents will either be addressed

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during live witness examination or have a foundation

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later than through the party's declarations.

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Okay, do you have a copy, or where in the hearing

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binder is the witness list? The witness list?

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I'm sorry, the exhibit list. The exhibit list

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that's in the, I think your honor was provided

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a copy, two copies of the debtors exhibit list

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and it's right at the front of their Yeah. Okay,

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so there's agreement that all of these come in

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correct your honor and just to note you'll see

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at least in the debtors exhibit list for declarations

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and some of the exhibits that were admitted at

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the April 29th hearing. It's noted like for example

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the strong declaration and the Wagstaff Declaration

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were admitted as well as if you look debtors

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exhibits 27 to 29 Those were exhibits to the

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Wagstaff or they were the foundation was lit

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was laid and they were moved into the record

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Thank you, Your Honor. Your Honor, with respect

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to Mr. Albor's exhibits, our exhibit list is

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in the front part of our binder. With respect

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to those, we do have some that we will bring

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in by addressing that with witnesses, Your Honor,

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and most of it is just stuff that's already been

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put forward on the docket, for example, for verified

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responses and certain other documents that both

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parties have had for quite some time. Okay. And

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Mr. Moon, are these also admitted without objection?

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It's my understanding. Correct, Your Honor. Okay.

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Very good. That's A through double F. Your Honor,

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with respect to Mr. Strom, who is the debtor's

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first witness, we have no planned supplemental

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live direct. I just want to do a brief proffer

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with respect to debtor's exhibit two, which on

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Your Honor's exhibit list or the debtor's exhibit

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list says is a of sampling of certain governance

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documents. And Your Honor, the three sets of

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documents in this compilation are the March 28th,

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2025 resolutions with respect to debtor, control

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of the door dolphin, debtor dolphin capital,

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and debtor leisure investments holdings. Your

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Honor, these, with respect to control of the

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door dolphin, these are among, March 28 resolutions

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that I'm sure Your Honor has read about. It's

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with respect to Control the Door Dolphin and

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its Mexican subsidiaries that are at issue in

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the next in proceeding. So Control the Door Dolphin

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resolution starting on page four, Your Honor.

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I think up front is a you'll see a document that

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has a left column in Spanish and a right column

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in English. So with looking at the the fourth

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page and continuing on to the sixth page. Those

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are the pertinent resolutions that are at issue

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in the March 20th resolutions. With that, Your

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Honor, the debtors will tend to Mr. Strong for

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cross -examination and reserve for redirect.

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Mr. Strong. Your Honor, just as a point of housekeeping,

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I don't know that we ever made our appearances.

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Gonzalez. I'm sitting here with our local counselor,

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Mr. Busenkel. Yes, thank you. of a clear record

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for the benefit of Judge Silverstein, I want

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to identify the U .S. companies of the Dolphin

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Group that are in bankruptcy and the Mexican

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companies of the Dolphin Group that are in bankruptcy,

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so we could compartmentalize them. Is that fair?

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I don't know what fair means, but you can certainly

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classify them by where they're incorporated.

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Okay. So the U .S. entities that are in bankruptcy

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are Leisure Investment Holdings, Trident Investment

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Holdings, MS Leisure Company, Icarus Investment

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Holdings, Dolphin Leisure Inc., Marine Land Leisure

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Inc., GWMP, LLC, Golf World Marine Park, and

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the Dolphin Connection. Is that correct? That

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sounds right, yes. And moving forward, I'm going

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to refer to those as the U .S. Dolphin companies.

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Do you understand that? Yes. Now, it is your

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position that you are the independent director

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of the Dolphin Group U .S. companies, correct?

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Those entities and others, yes. Now, again, we

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want you to refer to the corporate chart that's

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attached as exhibit B to your declaration, which

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is in the exhibit binders up there. With respect

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to the Mexican entities, those would be Dolphin

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Capital Company, Controladores Dolphin, Ejecutivos

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de Turismo Sustentable, Dolphin Astro Holdings,

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Aqua Tours, Those are the Mexican entities that

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are in bankruptcy, correct? Did you read the

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list again? There's one entity I don't think

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I heard. Sure. Dolphin Capital Company? Yes.

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Controlador Dolphin? Yes. Ejecutivos de Turismo

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Sustentable? Yes. Dolphin Astral Holdings? Yes.

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Aqua Tours? Yes. and Promotora Garafan. Yes.

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Did I miss any? I don't think so. So moving forward,

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I'll refer to those as the dolphin Mexican companies.

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Is that a fair characterization? It's one way

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to designate it, yes. Super, thank you. Now,

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as the independent director of the U .S. companies,

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your duties include retaining lawyers for the

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U .S. companies, retaining restructuring professionals,

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and putting companies into Chapter 11, amongst

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other items, correct? That's part of the role,

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yes. Now, for day -to -day operating activities

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for the U .S. companies, you retain the firm

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Riveron and specifically Mr. Wagstaff as the

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debtor's CRO, correct? Yes. And so would you

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agree with me that you are in possession and

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control of the U .S. Dolphin companies? Yes.

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And as of May 13th, 2025, you, as the independent

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director of the Dolphin Group US companies, have

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not made any site visits to any of those marine

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parks. Isn't that correct? As of May 13th? I

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think that's right. Since May 13th, have you

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visited any of the marine parks? Yes. Which ones?

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Miami Sea Aquarium. as the independent director

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of the dolphin group, U .S. companies. Those

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duties include ensuring that the animals at those

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parks are being fed and cared for, correct? Yes,

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that's part of the role. And to this end, you

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have authorized the U .S. entities to retain

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an independent animal welfare expert to ensure

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that the animals are being taken care of and

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fed, correct? Yes. And that gentleman is a man

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by the name of Bill Winhall? Yes. Is he still

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employed by the debtors? Yes. And with respect

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to the animal welfare costs, including food,

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medical, veterinary care, the records related

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to those costs and care are maintained generally

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on site at the U .S. company's locations that

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you are in possession of, correct? Generally,

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yes. I don't know that all the records are held

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on site in the U .S., but there are records on

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site in the U .S. for those particular issues

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you mentioned. Well, the records that are on

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site, they have allowed you to feed the dolphins,

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feed the animals. Yes. Yes. Yes. Yes. dolphin

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group Mexican entities. You are aware of various

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legal proceedings pending in various Mexican

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courts related to the governance of the Mexican

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companies, correct? Yes. And to be more specific,

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you are aware that the issue of who has corporate

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authority for control of Controlador Dolphin

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is currently being adjudicated by Mexican courts,

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correct? That's... about control, you don't have

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any evidence that the employees under the Mexican

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companies possession and control the employees

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that work for them, that they're not getting

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paid. You don't have any evidence of that, correct?

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I know that historically there have been issues

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that have been brought to my attention. I don't

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have any information on what's happening today.

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And same with the animals. You don't have any

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information today that the animals are somehow

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in immediate danger or In harm's way in the Mexican

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companies, correct? Today I don't have any information,

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but I've been made aware that historically there

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were issues and even proposals to restrict. The

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feeding of the animals by as much as 50 % because

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of liquidity issues. So and so that the record

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is clear. The corporate governance changes that

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took place on March 28th, 2025. Which? led you

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to being named the independent director. Those

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occurred while Controlador Dolphin was in a Mexican

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crucial mercantile, correct? Yes. the Mexican

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entities that you referenced during your cross

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-examination, they are debtors in these Chapter

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11 cases in Delaware, correct? Yes. Do you consider

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yourself a fiduciary for all debtors, including

00:15:01.309 --> 00:15:05.710
the U .S.-based and Mexican debtors? Yes, and

00:15:05.710 --> 00:15:09.990
also a UK entity, yes. And as the independent

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director of all of the debtors, including the

00:15:12.429 --> 00:15:14.570
Mexican debtors, do you have actual knowledge

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about whether the animals... at the Mexican locations

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are being cared for properly. I have no information

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presently on what's happening in Mexico. I have

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historical information that caused a lot of concern,

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continues to, and the other information that

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I have is debtors' cash levels, which appear

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to be very low at $47 ,000 on the Mexican entities,

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which to me would indicate that there's... Certainly,

00:15:44.690 --> 00:15:47.269
a lot of risk with respect to animal welfare

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and paying employees. You mentioned during your

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cross -examination that the debtors have possession

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and control of the U .S.-based locations, correct?

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Yes. Do you actually have access or control over

00:15:58.909 --> 00:16:03.549
any of the locations in Mexico? No. Do you actually

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know, as you sit here today, if Mexican employees

00:16:05.830 --> 00:16:09.389
are getting paid? No. No further questions, Your

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Honor. Thank you. You may step down. Seating

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the podium is my colleague Christopher Lamb.

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The declaration of Mr. Robert Wagstaff, the debtor

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CRO, is there any evidence? Mr. Lamb will be

00:16:25.519 --> 00:16:28.539
doing a live supplemental direct examination.

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I have a few witness recliners. May I approach?

00:17:10.799 --> 00:17:55.750
You may. Robert Wagstaff, I'm a managing director

00:17:55.750 --> 00:17:58.690
at River on consulting and chief restructuring

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officer for the debtors Mr. Weiss, can you briefly

00:18:19.569 --> 00:18:22.289
explain the diligence that you and your team

00:18:22.289 --> 00:18:25.009
at Riverong has performed with respect to the

00:18:25.009 --> 00:18:27.910
debtors and their businesses since March 31st

00:18:27.910 --> 00:18:30.569
of this year? As it relates to the US entities,

00:18:30.630 --> 00:18:33.869
we have been in direct communication with management

00:18:33.869 --> 00:18:37.309
and staff at the parks, have access to banking

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and banking payroll and vendor information, and

00:18:41.750 --> 00:18:44.230
are producing operating budgets based on that

00:18:44.230 --> 00:18:48.150
information. As it relates to the Mexican operations,

00:18:48.150 --> 00:18:50.730
I have visited five of the parks, the front of

00:18:50.730 --> 00:18:52.630
the house of five of the parks in the Yucatan

00:18:52.630 --> 00:18:58.549
Peninsula. I have visited the offices in Cancun,

00:18:58.750 --> 00:19:00.390
the corporate headquarters in Cancun, attempting

00:19:00.390 --> 00:19:02.329
to have conversations with management there.

00:19:03.049 --> 00:19:05.849
Myself or colleagues have visited financial institutions

00:19:05.849 --> 00:19:08.210
in Cancun, where we understand the debtors hold

00:19:08.210 --> 00:19:11.309
bank accounts, attempting to get access to records

00:19:11.309 --> 00:19:15.059
there. I have visited the three parks in Italy

00:19:15.059 --> 00:19:18.319
and have direct communications with the management

00:19:18.319 --> 00:19:20.660
team there, and there's a flow of financial information

00:19:20.660 --> 00:19:23.960
related to the Italian operations. And two of

00:19:23.960 --> 00:19:26.079
my colleagues, as recently as last week, have

00:19:26.079 --> 00:19:30.259
been in Argentina working with council to understand

00:19:30.259 --> 00:19:33.059
the situation related to the park closure there

00:19:33.059 --> 00:19:35.920
and manage an orderly wind down of those operations.

00:19:45.680 --> 00:19:51.740
Extremely difficult I have limited to no access

00:19:51.740 --> 00:19:55.539
to personnel there. I have been I've made attempts

00:19:55.539 --> 00:19:58.319
to contact personnel there and I've been told

00:19:58.319 --> 00:20:01.680
that they are to refrain from Any communication

00:20:01.680 --> 00:20:07.599
with me? I have limited Financial information

00:20:07.599 --> 00:20:10.960
that the debtors sorry that mr. Albor has and

00:20:10.960 --> 00:20:14.539
his team have begun to provide it does not Come

00:20:14.539 --> 00:20:16.400
close to providing a complete picture of the

00:20:16.400 --> 00:20:22.779
financial situation down there He is the former

00:20:22.779 --> 00:20:31.339
CEO of the dolphin group my understanding No,

00:20:31.339 --> 00:20:35.019
I attempted to meet with him on March 31st the

00:20:35.019 --> 00:20:39.380
day we filed for bankruptcy in Cancun and My

00:20:39.380 --> 00:20:43.960
attempts were unsuccessful put you in contact

00:20:43.960 --> 00:20:46.519
with any of the debtor's employees or key representatives?

00:20:47.380 --> 00:20:51.180
No. Has he ever provided you with the contact

00:20:51.180 --> 00:20:54.180
information for the debtor's key employees and

00:20:54.180 --> 00:21:00.339
representatives? No. So without getting this

00:21:00.339 --> 00:21:04.200
information from Mr. Albor how did you go about

00:21:08.200 --> 00:21:10.920
I have resorted to other means to attempt to

00:21:10.920 --> 00:21:13.599
find contact information for individuals with

00:21:13.599 --> 00:21:16.859
relevant information. That includes Google searches,

00:21:17.980 --> 00:21:38.680
WhatsApp conversations, and the like. I have

00:21:38.680 --> 00:21:41.279
an email communication from the Chief Veterinary

00:21:41.279 --> 00:21:44.200
Officer instructing from Mr. Albor instructing

00:21:44.200 --> 00:22:00.880
him not to communicate with me. Have you seen

00:22:00.880 --> 00:22:04.759
this document before? Yes. Now just focusing

00:22:04.759 --> 00:22:08.069
on the top part of the two from subject lines

00:22:08.069 --> 00:22:11.609
of this document. Can you explain what this document

00:22:11.609 --> 00:22:15.190
is? This is an email from the personal email

00:22:15.190 --> 00:22:17.789
account of Dr. Sanchez, the chief veterinary

00:22:17.789 --> 00:22:20.809
officer of the group, addressed to myself, Mr.

00:22:20.930 --> 00:22:23.170
Breacher's counsel to the editors and Mr. Strong,

00:22:23.269 --> 00:22:25.589
the independent director. And what's the date

00:22:25.589 --> 00:22:30.750
of this email? April 21, 2025. Does this email

00:22:30.750 --> 00:22:43.140
forward any additional correspondence? Yes. Yes.

00:22:43.140 --> 00:22:45.619
By looking at that email, can you tell whether

00:22:45.619 --> 00:22:50.039
Dr. Sanchez is the recipient? Dr. Sanchez is

00:22:50.039 --> 00:22:53.460
the recipient here to his corporate email address

00:22:53.460 --> 00:22:55.880
at the Dolphin Co. Okay, and that's different

00:22:55.880 --> 00:22:58.420
than the email that we saw up top from each email?

00:22:59.039 --> 00:23:01.359
Yes, and he does not copy his corporate email

00:23:01.359 --> 00:23:11.809
in the email he sent to me. I was informed that

00:23:11.809 --> 00:23:14.569
all senior executives of the company were to

00:23:14.569 --> 00:23:17.509
cease communications with me and that their email

00:23:17.509 --> 00:23:19.569
and phone records would be monitored for such

00:23:19.569 --> 00:23:31.890
communication. He clearly states there that Mr.

00:23:32.049 --> 00:23:40.160
Sanchez is not to keep any communication. The

00:23:40.160 --> 00:24:01.180
third paragraph beginning with therefore. No.

00:24:12.870 --> 00:24:16.349
Yes I believe it was two Thursdays ago. We were

00:24:16.349 --> 00:24:19.369
informed by Italy of the untimely death of a

00:24:19.369 --> 00:24:23.609
dolphin named Robin an older dolphin Necropsy

00:24:23.609 --> 00:24:26.730
analysis suggests it was an unforeseeable and

00:24:26.730 --> 00:24:29.089
unpreventable event related to the dolphin's

00:24:29.089 --> 00:24:32.869
age and an infection it had received We have

00:24:32.869 --> 00:24:35.210
been working with Italian management and mr.

00:24:35.329 --> 00:24:37.420
Winhall to interpret the results of the that

00:24:37.420 --> 00:24:40.119
necropsy analysis, it would have been extremely

00:24:40.119 --> 00:24:42.859
valuable to be able to get Mr. Sanchez's opinion

00:24:42.859 --> 00:24:45.940
on that as well. Are you aware of whether the

00:24:45.940 --> 00:24:48.000
debtors have reached out to Dr. Sanchez with

00:24:48.000 --> 00:24:50.480
respect to that issue? I know Mr. Sanchez was

00:24:50.480 --> 00:24:52.839
copied on the email from Italy announcing the

00:24:52.839 --> 00:24:56.440
unfortunate death of Robin. I have not, I know

00:24:56.440 --> 00:25:00.019
he was copied on an email from Mr. Strom requesting

00:25:00.019 --> 00:25:03.859
a call to discuss the incident and I am not aware

00:25:03.859 --> 00:25:06.359
that Mr. Sanchez has responded to that request.

00:25:06.700 --> 00:25:09.299
Or anyone else at the company, for that matter.

00:25:14.619 --> 00:25:36.509
Which one, sorry? Yes. Yes. Just like we did

00:25:36.509 --> 00:25:38.450
the last time, just by looking at the top of

00:25:38.450 --> 00:25:42.509
the email, the two from subject lines, can you

00:25:42.509 --> 00:25:46.630
explain what this email is? This is an email

00:25:46.630 --> 00:25:48.670
from an individual I understand representing

00:25:48.670 --> 00:25:53.890
Mr. Elmore personally to myself, Mr. Strom and

00:25:53.890 --> 00:25:57.630
Mr. Greacher with copies to his partners, to

00:25:57.630 --> 00:26:00.990
the local council's partners, sir. And what is

00:26:00.990 --> 00:26:04.390
the date of this email? Saturday, April 19th.

00:26:13.279 --> 00:26:20.019
Yes. Did you send this email? I did. On what

00:26:20.019 --> 00:26:27.039
date did you send it? April 15th. Who did you

00:26:27.039 --> 00:26:32.740
send it to? I sent it to Dr. Sanchez's personal

00:26:32.740 --> 00:26:38.980
email, his corporate email, and copied Mr. Greacher

00:26:38.980 --> 00:26:45.819
from Young Conaway and Mr. Strong. I had a phone

00:26:45.819 --> 00:26:48.559
conversation with dr. Sanchez on Saturday the

00:26:48.559 --> 00:26:52.640
12th We had set up a further conversation for

00:26:52.640 --> 00:26:55.700
Monday morning the 14th to discuss his views

00:26:55.700 --> 00:26:57.880
generally on the animal on the state of animal

00:26:57.880 --> 00:27:01.920
welfare within the dolphin group He informed

00:27:01.920 --> 00:27:06.799
me by phone on he canceled the phone call Monday

00:27:06.799 --> 00:27:10.279
morning informed me by Telephone on Monday night

00:27:10.279 --> 00:27:13.200
that he was requested by mr. Halbor to get a

00:27:13.200 --> 00:27:15.880
written request of the information I wanted to

00:27:15.880 --> 00:27:18.940
discuss with Mr. Sanchez that produced this email

00:27:18.940 --> 00:27:23.859
that you see in front of you and that was sent

00:27:23.859 --> 00:27:28.000
the following day, March 15th, sorry, April 15th.

00:27:34.460 --> 00:27:43.859
Yes. He did not and I never got a response to

00:27:43.859 --> 00:27:56.819
this email. I read the preamble to the email

00:27:56.819 --> 00:28:16.519
as a cease and desist request. In the United

00:28:16.519 --> 00:28:30.619
States, yes. Yes. We have had visits from the

00:28:30.619 --> 00:28:35.579
USDA, from Fish and Wildlife, from the Agency

00:28:35.579 --> 00:28:38.079
of Environmental Protection, or Department of

00:28:38.079 --> 00:28:43.539
Environmental Protection, with various citations

00:28:43.539 --> 00:28:46.259
related to the conditions of infrastructure,

00:28:46.859 --> 00:28:49.140
questions around quality of water, discharge

00:28:49.140 --> 00:28:56.119
of water. What about the Florida parks themselves?

00:28:56.720 --> 00:28:58.559
Were you made aware of any issues with respect

00:28:58.559 --> 00:29:04.980
to the facilities? We've also had a visit in,

00:29:04.980 --> 00:29:08.319
we hosted a visit last Friday with Miami -Dade

00:29:08.319 --> 00:29:12.779
County representatives of the county. Legal representatives

00:29:12.779 --> 00:29:15.799
of the county and members of the unsafe structures

00:29:15.799 --> 00:29:33.700
board of Miami Dade County Yes We had a visit

00:29:33.700 --> 00:29:36.759
in mid -april, I don't recall the exact date

00:29:36.759 --> 00:29:39.660
from workers compensation to the marine land

00:29:39.660 --> 00:29:43.880
park we were cited for not having worker's insurance

00:29:43.880 --> 00:29:48.420
in place. The park was subsequently shut down

00:29:48.420 --> 00:29:54.779
for a period of, I believe, 10 days. Did the

00:29:54.779 --> 00:29:57.180
park set any time prior to your appointment to

00:29:57.180 --> 00:29:59.819
have worker's compensation insurance? I understand

00:29:59.819 --> 00:30:04.640
that they did, and it lapsed on January 17th

00:30:04.640 --> 00:30:12.930
of this year. We have went out to the market,

00:30:15.930 --> 00:30:20.009
identified a broker. We have now engaged a professional

00:30:20.009 --> 00:30:23.190
employee organization that also provides workers

00:30:23.190 --> 00:30:25.190
compensation, and we are in the final stages

00:30:25.190 --> 00:30:40.930
of onboarding all employees to that entity. Yes,

00:30:40.950 --> 00:30:43.049
we have engaged the services of Mr. Winn -Hall

00:30:43.049 --> 00:30:47.069
and also discussed with another marine mammal

00:30:47.069 --> 00:30:49.250
expert the potential for using the services as

00:30:49.250 --> 00:30:57.369
well. Without any access to Mr. Sanchez and his

00:30:57.369 --> 00:30:59.329
valuable history related to the health and welfare

00:30:59.329 --> 00:31:02.049
of the animals we felt we needed third -party

00:31:02.049 --> 00:31:16.500
assistance. He has been coordinating extensive

00:31:16.500 --> 00:31:19.539
diligence visits to the Florida parks. He's completed

00:31:19.539 --> 00:31:23.380
two visits to the northern parks in St. Augustine

00:31:23.380 --> 00:31:27.660
and Panama City Beach. Next week I believe he

00:31:27.660 --> 00:31:29.619
will begin his visits of the southern parks in

00:31:29.619 --> 00:31:32.500
Miami Sea Aquarium and Dolphin Connection and

00:31:32.500 --> 00:31:34.700
he is providing diligence reports related to

00:31:34.700 --> 00:31:56.880
his visits. Yes No We have attempted to gain

00:31:56.880 --> 00:31:59.740
access to them to them. We have communicated

00:31:59.740 --> 00:32:02.000
with local representatives We have communicated

00:32:02.000 --> 00:32:04.700
with legal representatives of the banks all of

00:32:04.700 --> 00:32:07.059
whom are international banks and have so far

00:32:07.059 --> 00:32:08.940
been unsuccessful in gaining access to those

00:32:08.940 --> 00:32:20.490
records Yes. You can turn to the document in

00:32:20.490 --> 00:32:36.009
your binder behind tab number 38. You can just

00:32:36.009 --> 00:32:39.609
take a moment to flip through the pages here

00:32:39.609 --> 00:32:57.220
and then I'll ask you a couple questions. Yes

00:32:57.220 --> 00:33:13.059
Yes, I'm fully fluent reading writing I Understand

00:33:13.059 --> 00:33:15.819
that these are orders from a federal judge issued

00:33:15.819 --> 00:33:20.140
in Mexico I believe it's three separate financial

00:33:20.140 --> 00:33:24.660
institutions to remove the previous authorized

00:33:24.660 --> 00:33:27.599
persons from access to the bank accounts held

00:33:27.599 --> 00:33:31.140
by the debtors and provide access to myself or

00:33:31.140 --> 00:33:33.160
team members of myself with powers of attorney.

00:33:49.740 --> 00:33:59.559
For which entity BBVA Sorry, it's in tab 38 or

00:33:59.559 --> 00:34:23.519
yes BBVA Banco with respect to the governance

00:34:23.519 --> 00:34:29.300
or control over the bank accounts at EGBA. Below

00:34:29.300 --> 00:34:33.840
the list of accounts, it expressly removes directors

00:34:33.840 --> 00:34:37.320
and their powers of attorney, former directors,

00:34:37.699 --> 00:34:41.300
and revokes their powers of attorney for the

00:34:41.300 --> 00:34:45.480
entities with whom the bank holds accounts and

00:34:45.480 --> 00:34:53.889
expressly, sorry, I'm running out of glass. Expressly

00:34:53.889 --> 00:34:56.349
recognizes Mr. Strong a sole administrator and

00:34:56.349 --> 00:35:00.630
gives myself Mr. Michael Flynn, Mr. Eduardo Moyano

00:35:00.630 --> 00:35:06.030
and Mr. Matias Aramio as powers of attorney access

00:35:06.030 --> 00:35:10.150
to those accounts. Does it deny anyone's access

00:35:10.150 --> 00:35:13.789
to those accounts? It does. And whose access

00:35:13.789 --> 00:35:19.030
does it deny? Mr. Eduardo Albor, Concepcion Esteban,

00:35:19.610 --> 00:35:27.030
Martin Flores, Valeria Albor. and Sergio Hakome.

00:35:27.309 --> 00:35:29.690
Which Mexican debtors, oh sorry, let me just

00:35:29.690 --> 00:35:31.690
write that. By looking at this document, can

00:35:31.690 --> 00:35:35.030
you tell which Mexican debtors have bank accounts

00:35:35.030 --> 00:35:42.469
at BBBF? Acuaturs, Controladora Dolphin, Viajero

00:35:42.469 --> 00:35:56.190
Cibernético, and Promotora Garafon. There are

00:35:56.190 --> 00:36:01.449
32 listed on here that we know I have no idea

00:36:01.449 --> 00:36:04.409
I don't have access to the detailed records of

00:36:04.409 --> 00:36:24.579
these accounts Okay Yes It is a similar order

00:36:24.579 --> 00:36:29.280
issued by the same federal judge instructing

00:36:29.280 --> 00:36:35.239
in this case Banco Santander to remove the authority

00:36:35.239 --> 00:36:37.739
the authorized persons from access to the accounts

00:36:37.739 --> 00:36:43.579
and providing Myself and my team members access

00:36:43.579 --> 00:36:53.659
as legal representatives of the debtors Yes.

00:36:53.659 --> 00:36:56.820
By looking at this document, can you tell what

00:36:56.820 --> 00:37:01.019
Mexican debtors have bank accounts with Banco

00:37:01.019 --> 00:37:07.000
Santander? Controlador Adolphin, Ejecutivos de

00:37:07.000 --> 00:37:11.820
Turismo Sustentable, Viajero Cibernético. That's

00:37:11.820 --> 00:37:15.860
it. And how many accounts do those Mexican debtor

00:37:15.860 --> 00:37:20.400
entities have with Banco Santander? Seven. that

00:37:20.400 --> 00:37:26.719
we know of. On the next page, is there another

00:37:26.719 --> 00:37:29.940
bank that receives a similar notice? Yes, Banamex.

00:37:30.800 --> 00:37:35.559
So you said Banamex? Yes. Which Mexican debtors

00:37:35.559 --> 00:37:39.820
have accounts at Banamex? Controller Dolphin,

00:37:40.039 --> 00:37:44.940
Ejecutivo de Turismo Sustentable, and Viajero

00:37:44.940 --> 00:37:55.090
Cibernetico. I believe the number is nine that

00:37:55.090 --> 00:38:07.789
we know. Again, don't have access to any detailed

00:38:07.789 --> 00:38:09.909
information related to the movements in those

00:38:09.909 --> 00:38:30.519
accounts. Yes We have received some documentation

00:38:30.519 --> 00:38:49.280
through his counsel, yes Okay Yes The the column

00:38:49.280 --> 00:38:52.710
labeled information request is the list of Initial

00:38:52.710 --> 00:38:56.409
financial information requested from us a list

00:38:56.409 --> 00:39:02.050
of 22 items and sub items the following comment

00:39:02.050 --> 00:39:06.610
is commentary attached to the email Containing

00:39:06.610 --> 00:39:08.989
some of the documentation this commentary understand

00:39:08.989 --> 00:39:13.610
came from mr. Albor's US Council The column entitled

00:39:13.610 --> 00:39:16.889
documents produced is a list of the documents

00:39:16.889 --> 00:39:19.949
that that were that have been produced to date

00:39:20.519 --> 00:39:24.760
related to those requests. And the last column

00:39:24.760 --> 00:39:28.960
is the list of incomplete documentation and not

00:39:28.960 --> 00:39:31.199
received yet. Sorry, I misspoke. I think the

00:39:31.199 --> 00:39:33.820
initial request list sent on the 30th was the

00:39:33.820 --> 00:39:36.940
17 items. We subsequently, over the weekend,

00:39:37.139 --> 00:39:40.159
this past weekend, sent an incremental list that

00:39:40.159 --> 00:39:43.280
starts with item 18. You read my mind. Thank

00:39:43.280 --> 00:40:03.949
you. So there's operational reasons I need to

00:40:03.949 --> 00:40:07.510
understand the financial picture of all of the

00:40:07.510 --> 00:40:11.110
debtors I need to understand the obligations

00:40:11.110 --> 00:40:15.730
the debtors have and then importantly I have

00:40:15.730 --> 00:40:19.989
as the sole officer of the debtors a number of

00:40:19.989 --> 00:40:22.889
statutory reporting requirements that I'm hoping

00:40:23.230 --> 00:40:25.909
This information will enable me to start filling

00:40:25.909 --> 00:40:30.269
in the blanks on. You mentioned statutory reporting

00:40:30.269 --> 00:40:33.050
requirements. What is your understanding of those

00:40:33.050 --> 00:40:36.650
statutory reporting requirements? We requested

00:40:36.650 --> 00:40:39.010
and received an extension from the typical 14

00:40:39.010 --> 00:40:44.130
day time period to file the debtor's schedule

00:40:44.130 --> 00:40:46.989
of assets and liabilities and statement of financial

00:40:46.989 --> 00:40:50.440
affairs. We also have an upcoming deadline to

00:40:50.440 --> 00:40:56.579
deliver the debtors monthly operating reports

00:40:56.579 --> 00:41:27.619
Myself No, the the schedules required a detailed

00:41:27.619 --> 00:41:30.739
ledger of real property and their associated

00:41:30.739 --> 00:41:33.940
encumbrances other assets that belong to the

00:41:33.940 --> 00:41:38.820
debtors Secured claims outstanding priority and

00:41:38.820 --> 00:41:41.980
non -priority unsecured claims a full listing

00:41:41.980 --> 00:41:44.980
of litigation the debtors are involved in a full

00:41:44.980 --> 00:41:48.519
listing of the contracts the debtors are counterparty

00:41:48.519 --> 00:42:21.019
to among other things It would be a good start,

00:42:21.039 --> 00:42:23.460
but this was not meant to be an exhaustive list.

00:42:23.480 --> 00:42:26.920
This was an initial request list pursuant to

00:42:26.920 --> 00:42:39.519
the conversations about sharing information Since

00:42:39.519 --> 00:42:41.440
I'm the one required to sign the certificates

00:42:41.440 --> 00:42:45.320
I would need to I would not be able to take this

00:42:45.320 --> 00:42:47.559
information on space value and file it accordingly

00:42:47.559 --> 00:42:50.760
I would I need to conduct my own diligence to

00:42:50.760 --> 00:42:52.820
understand the source and the veracity of the

00:42:52.820 --> 00:43:04.780
information. I am aware that the U .S. debtors

00:43:04.780 --> 00:43:10.960
have access to banking information, to vendor

00:43:10.960 --> 00:43:13.719
information, to disbursement information, and

00:43:13.719 --> 00:43:16.500
to payroll information, but not... all financial

00:43:16.500 --> 00:43:47.860
information related to the legal entities. with

00:43:47.860 --> 00:43:51.099
respect to the U .S. We are gaining understanding

00:43:51.099 --> 00:43:53.980
of the obligations for the U .S. entities. We

00:43:53.980 --> 00:43:57.599
are working with management to prioritize satisfying

00:43:57.599 --> 00:44:02.519
those obligations. We are developing an understanding

00:44:02.519 --> 00:44:09.780
of the operating profitability of the parks in

00:44:09.780 --> 00:44:12.519
the U .S. and attempting to put together a go

00:44:12.519 --> 00:44:16.199
forward forecast for the operations of the U

00:44:16.199 --> 00:44:26.019
.S. parks. have piecemeal information from the

00:44:26.019 --> 00:44:57.670
information that's been provided. Yes The top

00:44:57.670 --> 00:45:03.789
table is a list of seven Mexican debtors in their

00:45:03.789 --> 00:45:07.030
Individual and cumulative cash balance as of

00:45:07.030 --> 00:45:15.289
April 29 2025 This was among the productions

00:45:15.289 --> 00:45:31.030
that we received from mr. Alborz US Council It

00:45:31.030 --> 00:45:33.590
is shocking to me that an entity of this size

00:45:33.590 --> 00:45:38.630
would end any month with $47 ,000 in the bank.

00:45:43.170 --> 00:45:47.170
There are seven debtors listed here. I believe

00:45:47.170 --> 00:45:49.809
at least four of them to my knowledge are operating

00:45:49.809 --> 00:46:09.559
entities. I've seen historical financial information

00:46:09.559 --> 00:46:11.800
that the Mexican entities have produced upwards

00:46:11.800 --> 00:46:14.900
of 13 million dollars in EBITDA in a given year.

00:46:16.079 --> 00:46:18.280
As part of the other information produced by

00:46:18.280 --> 00:46:21.679
Mr. Alvarez's counsel, I've seen a monthly payroll

00:46:21.679 --> 00:46:25.199
record of in total of over a million dollars

00:46:25.199 --> 00:46:28.380
to Mexican employees. There's 1 ,600 employees

00:46:28.380 --> 00:46:32.280
in the Mexican operation. So I'm extremely concerned

00:46:32.280 --> 00:46:35.659
about the level of remaining liquidity given

00:46:35.659 --> 00:46:48.840
those facts. I don't have that information specifically

00:46:48.840 --> 00:46:52.019
for the end of April. I do have historical financial

00:46:52.019 --> 00:46:56.440
information that would suggest that end of April

00:46:56.440 --> 00:47:00.079
would be the culmination of probably the most

00:47:00.079 --> 00:47:03.920
busy season for the Mexican operations. Between

00:47:03.920 --> 00:47:08.300
spring breaks in Q1 and late Easter this year

00:47:08.300 --> 00:47:11.000
of April 20th, I would have expected to see much

00:47:11.000 --> 00:47:43.940
more cash on hand. We received an order from

00:47:43.940 --> 00:47:48.119
a Mexican federal judge to access and take possession

00:47:48.119 --> 00:47:52.099
of the corporate headquarters in Cancun accompanied

00:47:52.099 --> 00:48:06.079
by local law enforcement The company's main webpage

00:48:06.079 --> 00:48:09.900
lists that address at the bottom as contact information

00:48:11.230 --> 00:48:14.429
The Concurso Mercantil in Mexico was filed listing

00:48:14.429 --> 00:48:17.090
that address as the place of business of Controladora

00:48:17.090 --> 00:48:20.530
Dolphin. The building itself has a multitude

00:48:20.530 --> 00:48:25.150
of company logos on the front, on the side, representing

00:48:25.150 --> 00:48:28.969
the various doing business names the parks operate

00:48:28.969 --> 00:48:32.889
under. My interaction with employees at that

00:48:32.889 --> 00:48:35.389
building, most if not all of them are wearing

00:48:35.389 --> 00:48:41.030
Dolphin Company hats, shirts. It seems evident

00:48:41.030 --> 00:49:27.710
to me. Yes. Yes. Yes Absolutely not There there

00:49:27.710 --> 00:49:33.369
was never a a Harsh word or harsh tone used during

00:49:33.369 --> 00:49:40.869
the during the procedure No Forcible entry no

00:49:40.869 --> 00:49:46.909
threats of any kind violence or otherwise People

00:49:46.909 --> 00:49:50.639
were requested to close their computers and stop

00:49:50.639 --> 00:49:53.920
work. I had the opportunity to interact with

00:49:53.920 --> 00:49:57.780
30 or so employees to explain to them what was

00:49:57.780 --> 00:50:00.860
going on. And in general, I felt the reception

00:50:00.860 --> 00:50:06.460
was very warm to the conversation. There was

00:50:06.460 --> 00:50:20.050
no threats, no force used at all. There was an

00:50:20.050 --> 00:50:22.730
actuary, I understand effectively as a bailiff,

00:50:22.969 --> 00:50:24.829
an extension of the court to apply the orders

00:50:24.829 --> 00:50:28.429
that were granted. There was a fact witness in

00:50:28.429 --> 00:50:32.670
the form of a notary. We had Cancun local legal

00:50:32.670 --> 00:50:36.070
counsel. We had Mexico City Council on behalf

00:50:36.070 --> 00:50:41.230
of the debtors. We had local Cancun law enforcement,

00:50:42.190 --> 00:50:45.630
as was all right under the order. And we had

00:50:45.630 --> 00:50:52.429
an outsourced building security firm. We were

00:50:52.429 --> 00:50:54.150
trying to do things by the book. We wanted to

00:50:54.150 --> 00:50:59.510
make sure that we had all of the elements present

00:50:59.510 --> 00:51:12.690
to exercise our rights under that order to peacefully

00:51:12.690 --> 00:51:24.119
and legally take control of that building. After

00:51:24.119 --> 00:51:31.340
the debtors filed the Chapter 11 petitions on

00:51:31.340 --> 00:51:36.239
March 31st, can you explain the visits that you

00:51:36.239 --> 00:51:39.440
described earlier to the parks located in Mexico?

00:51:40.559 --> 00:51:43.820
I visited five of the delphinariums in the Yucatan

00:51:43.820 --> 00:51:48.840
Peninsula, the front of the house. I was hosted

00:51:48.840 --> 00:51:53.119
by a Promoter for lack of a better term someone

00:51:53.119 --> 00:51:56.679
responsible for greeting guests selling tickets

00:51:56.679 --> 00:52:08.559
and otherwise hosting client experiences I Assumed

00:52:08.559 --> 00:52:11.360
after our attempts to have a conversation with

00:52:11.360 --> 00:52:13.260
Mexican management were rebuffed that people

00:52:13.260 --> 00:52:16.099
were going to be alerted that my team and myself

00:52:16.099 --> 00:52:19.300
were on the ground in Cancun and I may I may

00:52:19.300 --> 00:52:22.960
have been prohibited from entering those parks

00:52:22.960 --> 00:52:32.619
Without exception the folks that I spoke to Suggested

00:52:32.619 --> 00:52:35.079
that they were the most senior people on site

00:52:35.079 --> 00:52:39.760
there. I asked about operational oversight None

00:52:39.760 --> 00:52:42.940
of the parks had a dedicated operations manager

00:52:42.940 --> 00:52:46.789
above these sales and promotion people One of

00:52:46.789 --> 00:52:49.230
them as a matter of fact said if the person he

00:52:49.230 --> 00:52:50.789
reports to you gets a call. They're just going

00:52:50.789 --> 00:52:55.250
to call him anyway, so it was very much a customer

00:52:55.250 --> 00:53:00.510
experience and retail operation selling gifts

00:53:00.510 --> 00:53:05.650
food and beverage and photography no admin stuff

00:53:05.650 --> 00:53:18.139
to speak of on the State Structures Department?

00:53:18.480 --> 00:53:22.099
Was that your testimony? Yes. When was that meeting?

00:53:23.280 --> 00:53:27.840
Last Friday. May 16th? May 16th? Yeah. Okay.

00:53:28.739 --> 00:53:31.960
Can you describe the general conditions? Actually,

00:53:32.199 --> 00:53:37.320
let me take a step back. What park was that visit

00:53:37.320 --> 00:53:52.980
at? Miami Sea Quarry. run down a lot of facilities

00:53:52.980 --> 00:53:58.519
and requiring a lot of not only maintenance but

00:53:58.519 --> 00:54:31.050
substantial structural repairs There are pictures

00:54:31.050 --> 00:54:34.190
taken the various of the installations that were

00:54:34.190 --> 00:54:36.610
visited with the unsafe structure board in Miami

00:54:36.610 --> 00:54:38.670
-Dade County representatives last Friday the

00:54:38.670 --> 00:55:05.699
16th May 16th The unsafe structures board came

00:55:05.699 --> 00:55:09.360
to inspect for specific citations and violations

00:55:09.360 --> 00:55:12.280
that had been identified by them before and wanted

00:55:12.280 --> 00:55:16.280
to understand the progress related to remediation

00:55:16.280 --> 00:55:34.230
of those installations. Yes. The first one I

00:55:34.230 --> 00:55:39.750
understand is a former retention tank for marine

00:55:39.750 --> 00:55:43.389
mammals. The second one is what's referred to

00:55:43.389 --> 00:55:47.309
as the golden dome. It's the sea lion amphitheater.

00:55:47.570 --> 00:55:51.969
This is at the back of the dome. The third one

00:55:51.969 --> 00:55:58.269
I believe is associated with a violation related

00:55:58.269 --> 00:56:04.769
to a pumping station. fourth and fifth ones are

00:56:04.769 --> 00:56:10.070
under the stands of the former Killer Whale amphitheater.

00:56:21.690 --> 00:56:25.989
So we walked probably two -thirds of the crescent

00:56:25.989 --> 00:56:30.590
structure of the of the stands in these vertical

00:56:30.860 --> 00:56:35.059
beams are purported to be holding up the cement

00:56:35.059 --> 00:56:40.159
stands that customers would sit on. Are those

00:56:40.159 --> 00:56:43.380
stands currently available to the public? No,

00:56:43.500 --> 00:56:47.300
the park has been out of operation since 2023

00:56:47.300 --> 00:57:33.119
I believe. Okay Yes This one is a follow -up

00:57:33.119 --> 00:57:35.820
notification from the initial notification which

00:57:35.820 --> 00:57:39.280
is the second document dated April 26th related

00:57:39.280 --> 00:57:45.460
to violations, I believe related to the aforementioned

00:57:45.460 --> 00:57:50.440
pumping stations. And then you said it was a

00:57:50.440 --> 00:57:55.639
follow up. If you can flip the page, do you see

00:57:55.639 --> 00:57:58.059
a document that stated there August 26, 2024?

00:57:59.440 --> 00:58:01.300
Yes. Is this what you were just referencing?

00:58:02.840 --> 00:58:06.780
Yes. And what are some of the notices of violations?

00:58:12.519 --> 00:58:16.119
I can read here, a missing well vent, a missing

00:58:16.119 --> 00:58:19.460
emergency generator, multiple missing emergency

00:58:19.460 --> 00:58:26.420
generators. Yeah, a host of deficiencies that

00:58:26.420 --> 00:58:28.920
we were told by unsafe structures of last Friday

00:58:28.920 --> 00:58:42.889
had not been attended to. It is listed that there

00:58:42.889 --> 00:58:48.409
was they were delivered by certified mail To

00:58:48.409 --> 00:59:20.739
mr. Albor and mr. Gonzalez I have no knowledge

00:59:20.739 --> 00:59:25.619
as to that. I have not been provided access.

00:59:38.460 --> 00:59:44.699
Absolutely. I've seen reports as as recent as

00:59:44.699 --> 00:59:47.420
October emergency reports produced by management

00:59:47.420 --> 00:59:50.059
this reference some of the things mr. Strom referenced

00:59:50.059 --> 00:59:55.300
about unpaid employee wages about unpaid withholding

00:59:55.300 --> 01:00:00.960
taxes about rationing fish food and other emergency

01:00:00.960 --> 01:00:03.920
requirements to pay vendors that As far as I

01:00:03.920 --> 01:00:07.659
know without new money Injected would still exist

01:00:07.659 --> 01:00:12.900
today We've run into cases of multiple violations

01:00:12.900 --> 01:00:17.659
from infrastructure experts, from regulatory

01:00:17.659 --> 01:00:20.739
experts that, as of the time we took control,

01:00:20.820 --> 01:00:25.219
had not been addressed. I'm aware of certain

01:00:25.219 --> 01:00:28.619
missed pay periods in the U .S., and then we

01:00:28.619 --> 01:00:30.900
encountered this issue of operating without workers'

01:00:31.539 --> 01:00:34.300
compensation for several months. That gives me

01:00:34.300 --> 01:00:36.860
cause for great concern for the state of the

01:00:36.860 --> 01:00:50.010
operations and the assets in Mexico. discuss

01:00:50.010 --> 01:01:44.119
your testimony. the same I did with Mr. Strom

01:01:44.119 --> 01:01:45.980
when you were sitting in here. We could agree

01:01:45.980 --> 01:01:48.099
that the U .S. entities are the companies that

01:01:48.099 --> 01:01:50.280
identify with Mr. Strom, and the Mexican entities

01:01:50.280 --> 01:01:52.599
are the companies in Mexico that identify with

01:01:52.599 --> 01:01:54.760
Mr. Strom, or do you need me to go through the

01:01:54.760 --> 01:02:03.639
list again? No, I'm clear. Thank you. You are

01:02:03.639 --> 01:02:07.420
with River On Management Services, correct? Yes.

01:02:08.300 --> 01:02:11.099
In general terms, River On is a financial advisory

01:02:11.099 --> 01:02:17.059
firm? Yes. And in these bankruptcy cases, Riveron

01:02:17.059 --> 01:02:19.480
has been employed as the debtor's financial advisor,

01:02:19.820 --> 01:02:25.719
correct? That's correct. And you are the debtor's

01:02:25.719 --> 01:02:27.760
appointed chief restructuring officer, isn't

01:02:27.760 --> 01:02:34.400
that right? Yes. And you are aware, correct,

01:02:34.519 --> 01:02:37.699
that there is currently litigation in Mexico

01:02:37.699 --> 01:02:40.980
regarding a corporate governance dispute of the

01:02:43.440 --> 01:03:12.630
I am aware of litigation, yes. the day -to -day

01:03:12.630 --> 01:03:15.369
operations of the Dolphin Group's U .S. companies,

01:03:15.449 --> 01:03:21.170
correct? Yes. Now, there's a gentleman named

01:03:21.170 --> 01:03:25.110
Edwin Gonzalez, who is the executive director

01:03:25.110 --> 01:03:28.050
of the U .S. Group of Dolphin Companies, correct?

01:03:28.829 --> 01:03:34.409
Yes. And he is a pre -petition, he held that

01:03:34.409 --> 01:03:35.849
position pre -petition with the Dolphin Group

01:03:35.849 --> 01:03:42.480
U .S. entities? Working for you and available

01:03:42.480 --> 01:03:45.340
to you to advise on or help with the day -to

01:03:45.340 --> 01:03:47.599
-day operations of the US group parks correct

01:03:47.599 --> 01:04:29.789
Yes Yes Yes As it relates to you at the unsafe

01:04:29.789 --> 01:04:32.949
structures board of Miami Dade County there are

01:04:32.949 --> 01:04:48.809
citations that have not been cured yet I'm not

01:04:48.809 --> 01:04:50.829
sure I can answer that definitively. I know there

01:04:50.829 --> 01:04:53.610
are, we have past inspections, but there are

01:04:53.610 --> 01:04:56.610
ongoing visits and questions related to water

01:04:56.610 --> 01:05:00.809
quality, animal infrastructure, et cetera. But

01:05:00.809 --> 01:05:03.469
generally you're otherwise not aware of any other

01:05:03.469 --> 01:05:06.250
specific formal violations or regulations regarding

01:05:06.250 --> 01:05:10.210
the animals in the US, correct? I'm also aware

01:05:10.210 --> 01:05:12.969
that we got decertified by an association of

01:05:12.969 --> 01:05:15.610
marine mammals. That is a condition to our...

01:05:16.019 --> 01:05:18.099
The membership in which is a condition to our

01:05:18.099 --> 01:05:47.929
license aquariums Some yes, and I believe was

01:05:47.929 --> 01:05:51.710
this weekend Council for the debtors Communicated

01:05:51.710 --> 01:05:54.190
an additional list of documents that you were

01:05:54.190 --> 01:05:58.130
seeking for the Mexicans, correct? correct And

01:05:58.130 --> 01:06:00.929
the response to that request was the documents

01:06:00.929 --> 01:06:02.969
are going to be compiled or being compiled and

01:06:02.969 --> 01:06:05.170
will be Provided to you to the extent it exists,

01:06:05.409 --> 01:06:20.849
correct? That's my understanding. Yes that are

01:06:20.849 --> 01:06:25.530
forthcoming have not blocked your ability to

01:06:25.530 --> 01:06:29.869
pay the U .S. employees to feed and care for

01:06:29.869 --> 01:06:34.690
the U .S. animals, correct? Can you repeat that

01:06:34.690 --> 01:06:39.670
question, please? Sure. Despite not having all

01:06:39.670 --> 01:06:43.190
of the Mexican documents as of today that theoretically

01:06:43.190 --> 01:06:45.929
are going to be forthcoming, not having those

01:06:45.929 --> 01:06:48.550
documents, you've still been able to pay the

01:06:48.550 --> 01:06:51.099
U .S. the U .S. Dolphin Group employees and feeding

01:06:51.099 --> 01:06:53.300
care for the animals of the U .S. Dolphin Group,

01:06:53.380 --> 01:07:03.119
correct? Yes. I want to briefly talk about the

01:07:03.119 --> 01:07:07.300
building incidents on April 11th, which you described

01:07:07.300 --> 01:07:12.639
in somewhat detail in your declaration. Now,

01:07:12.800 --> 01:07:22.960
it's your understanding that Mr. Albor Yes. And

01:07:22.960 --> 01:07:25.920
you have not seen, at least as of April 11th

01:07:25.920 --> 01:07:27.260
when you went to the building, you had not seen

01:07:27.260 --> 01:07:30.119
a current lease for the building between Controladora

01:07:30.119 --> 01:07:35.119
and Mr. Albor. Isn't that true? Correct. And

01:07:35.119 --> 01:07:38.139
before going to the building on April 11th, you

01:07:38.139 --> 01:07:40.559
did not take any steps to verify that Controladora

01:07:40.559 --> 01:07:43.500
Dolphin had a possessory interest in that building,

01:07:43.500 --> 01:08:05.059
correct? Personally, no. Turn to exhibit three,

01:08:05.079 --> 01:08:39.220
which is your declaration mr. Wagstaff in front

01:08:39.220 --> 01:08:47.039
of you, sir? Yes. If you turn to page 10 of the

01:08:47.039 --> 01:08:48.479
declaration, that's where you begin to describe

01:08:48.479 --> 01:08:58.119
the events of April 11th. See that? Yes. On paragraph

01:08:58.119 --> 01:09:03.539
12, you state that you assembled a team or that

01:09:03.539 --> 01:09:07.420
a team was assembled for the purpose of gaining

01:09:07.420 --> 01:09:17.539
control You see that? Yes. And at the recommendation

01:09:17.539 --> 01:09:21.000
of your advisors, you were accompanied by three

01:09:21.000 --> 01:09:24.920
patrol cars of local police, two locksmiths,

01:09:24.979 --> 01:09:28.000
personal security guards, and five members of

01:09:28.000 --> 01:09:33.420
a building security firm to aid you in your effort

01:09:33.420 --> 01:09:35.739
to go and take control of the building. Isn't

01:09:35.739 --> 01:09:56.000
that right? Yes. No. And you described that when

01:09:56.000 --> 01:10:00.119
you got inside of the building on April 11th,

01:10:00.220 --> 01:10:03.300
your team immediately began changing locks in

01:10:03.300 --> 01:10:07.340
that building. Isn't that correct? Yes. And then

01:10:07.340 --> 01:10:09.319
once inside that building, I think this is in

01:10:09.319 --> 01:10:12.239
paragraph 16 of your declaration, you state that

01:10:12.239 --> 01:10:14.039
you encountered several groups of employees.

01:10:14.979 --> 01:10:17.859
working and carrying out their daily job duties.

01:10:18.380 --> 01:10:20.380
I think you cited, you identified purchasing

01:10:20.380 --> 01:10:22.920
agents and amongst other people, group sales

01:10:22.920 --> 01:10:27.979
representatives. Is that correct? Yes. Now in

01:10:27.979 --> 01:10:33.039
paragraphs 28 through 30, you describe Mr. Albor's

01:10:33.039 --> 01:10:40.279
return to the building that night. And in paragraph

01:10:40.279 --> 01:10:44.119
28, you state that Mr. Albor was accompanied

01:10:45.039 --> 01:10:48.880
approximately 20 armed men reporting to be state

01:10:48.880 --> 01:11:14.930
police officers. Do you see that? Yes. I heard

01:11:14.930 --> 01:11:22.409
him testify to that effect. Finally, I want to

01:11:22.409 --> 01:11:36.449
ask about exhibit 38 and 39. Mr. Lamb questioned

01:11:36.449 --> 01:11:40.350
you about concerning an order from the tenth

01:11:40.350 --> 01:11:43.729
judicial circuit concerning number of bank accounts

01:11:43.729 --> 01:11:50.789
in Mexico. Do you know, sir, if this order was

01:11:50.789 --> 01:11:55.350
derived from the same court that issued the April

01:11:55.350 --> 01:11:58.850
4th resolution that had instituted some precautionary

01:11:58.850 --> 01:12:04.270
measures that Mr. Albor has appealed? I don't

01:12:04.270 --> 01:12:09.710
know. Do you know if your Mexican counsel shared

01:12:09.710 --> 01:12:12.359
a copy of this order? with Mr. Al Gore's Mexican

01:12:12.359 --> 01:12:54.899
Council when it was entered. I was given his

01:12:54.899 --> 01:12:57.520
contact information and reached out to him by

01:12:57.520 --> 01:13:00.880
telephone and then arranged a meeting with him.

01:13:00.939 --> 01:13:34.659
I believe is April 7th or 8th. No. Yes. Yes.

01:13:41.079 --> 01:14:18.550
No. Line of questioning, Mr. Wax off. Mr. Gonzales

01:14:18.550 --> 01:14:23.430
had asked you about whether any member of your

01:14:23.430 --> 01:14:27.189
team was threatened on the night of April 11th.

01:14:27.189 --> 01:14:32.550
Do you recall that question? Yes. Did you understand

01:14:32.550 --> 01:14:37.390
that to mean? The River on team or the general

01:14:37.390 --> 01:14:55.829
data? The River on team. Yes. What is your understanding

01:14:55.829 --> 01:15:00.090
of that? Local Mexican, sorry local Cancun Council

01:15:00.090 --> 01:15:32.319
returned. Actually call the next witness to the

01:15:32.319 --> 01:15:35.420
stand maybe set the table. Well, I think it should

01:15:35.420 --> 01:15:39.279
proceed as The next witness that the debtors

01:15:39.279 --> 01:15:44.880
will fall is former Justice Luna She is a staff

01:15:44.880 --> 01:15:47.680
speaker. So we do have a certified translator

01:15:47.680 --> 01:15:51.020
who we talked to the courtroom will be sitting

01:15:51.020 --> 01:15:55.340
there Your honor my witness finders have as exhibit

01:15:55.340 --> 01:16:10.449
for So I'll be looking at Exhibit 5. I understand

01:16:10.449 --> 01:16:12.569
Justice Lynn will be looking at Exhibit 4. We'll

01:16:12.569 --> 01:16:15.449
do our best then to streamline the presentation.

01:16:16.489 --> 01:16:18.689
We tried to make the live direct examination

01:16:18.689 --> 01:16:23.630
as concise as possible. May I approach Your Honor?

01:16:23.729 --> 01:17:15.630
You may. appreciate that too. Your honor, the

01:17:15.630 --> 01:17:17.310
translator that's kind enough to join us today

01:17:17.310 --> 01:17:20.029
is Mr. Armando Esquerra, husband, and he'll be

01:17:20.029 --> 01:17:23.649
sitting right there. I understand that they typically

01:17:23.649 --> 01:18:41.930
both get. Yes. Sir, please raise your right hand.

01:18:46.329 --> 01:18:49.689
Yes, you. Sorry. Do you affirm that you will

01:18:49.689 --> 01:18:51.710
well and truly interpret the questions to the

01:18:51.710 --> 01:18:54.289
witness and her answers thereto to the best of

01:18:54.289 --> 01:18:57.550
your ability? I do. Please state and spell your

01:18:57.550 --> 01:19:00.670
last name for the record. Armando Esquerra Hasman,

01:19:00.689 --> 01:19:14.609
H -A -S -B -U -N. Thank you. the best of your

01:19:14.609 --> 01:19:24.250
knowledge and ability. Please state your full

01:19:24.250 --> 01:19:28.770
name and spell your last name from the record.

01:19:29.489 --> 01:19:39.069
Margarita Beatriz Luna Ramos, L -U -N -A. Thank

01:19:39.069 --> 01:19:46.779
you, may be seated. Morning, Justice Luna. Thank

01:19:46.779 --> 01:19:49.579
you for taking the time to travel to Delaware

01:19:49.579 --> 01:19:51.979
to testify on behalf of the debtors at today's

01:19:51.979 --> 01:19:59.439
hearing. Could you provide Judge Silverstein

01:19:59.439 --> 01:20:02.319
with a brief overview of your legal professional

01:20:02.319 --> 01:20:05.340
experience before joining the Supreme Court of

01:20:05.340 --> 01:20:19.529
the Mexican United States in 2004? Muchísimas

01:20:19.529 --> 01:20:23.149
gracias. Llega la Suprema Corte de Justicia de

01:20:23.149 --> 01:20:28.069
la Nación nombrada en 2004 en un período de 15

01:20:28.069 --> 01:20:31.210
años que era lo que la reforma constitucional

01:20:31.210 --> 01:20:36.670
de 1994 establecía y concluí en febrero de 2009

01:20:36.670 --> 01:20:39.289
en la Suprema Corte de Justicia de la Nación

01:20:39.289 --> 01:20:42.989
tuve el honor de desempeñarme en la segunda sala

01:20:42.989 --> 01:21:09.899
y la presidí en algún momento. Thank you. I have

01:21:09.899 --> 01:21:12.319
the honor of being nominated to the Supreme Court

01:21:12.319 --> 01:21:16.539
of the Mexican States in 2004. term of 15 years.

01:21:16.739 --> 01:21:19.760
This was done in accordance to the reform law

01:21:19.760 --> 01:21:23.220
that was passed in 1994 and I served there until

01:21:23.220 --> 01:21:26.520
February 2009. It was an honor to be part of

01:21:26.520 --> 01:21:28.960
the Supreme Court where I was a member of the

01:21:28.960 --> 01:21:31.680
second tribunal, which sometimes I presided,

01:21:32.119 --> 01:21:35.760
and there we looked at matters within the purview

01:21:35.760 --> 01:21:38.939
of the Supreme Court jointly and both in chambers.

01:21:53.989 --> 01:21:57.789
In the second circuit, there was a semi -specialization

01:21:57.789 --> 01:22:00.270
that looked at administrative and labor matters,

01:22:00.710 --> 01:22:03.569
but we were doing jointly. We had purview of

01:22:03.569 --> 01:22:10.069
everything. And for me it was an honor to be

01:22:10.069 --> 01:22:16.649
part of the highest court in my country. Let's

01:22:16.649 --> 01:22:20.069
talk about some of the issues addressed in the

01:22:20.069 --> 01:22:22.250
declaration that you submitted in support of

01:22:22.250 --> 01:22:33.930
the debtor's motions. Let's turn to paragraph

01:22:33.930 --> 01:22:37.529
17 of your declaration. Again, Your Honor, that

01:22:37.529 --> 01:22:40.750
will be Exhibit 5 for most folks and Exhibit

01:22:40.750 --> 01:22:59.569
4 for Justice Turner. May I proceed? In paragraph

01:22:59.569 --> 01:23:03.909
17, you explain that the injunctions decreed

01:23:03.909 --> 01:23:07.739
in the April 11th resolution relied on by Mr.

01:23:07.979 --> 01:23:11.619
Albor do not have respiratory effects. Do you

01:23:11.619 --> 01:23:50.119
see that? Let me explain. Of course, with pleasure.

01:23:50.640 --> 01:23:54.140
In our country, when we have injunctive relief

01:23:54.140 --> 01:23:57.979
measures, it's done in two ways. One of them

01:23:57.979 --> 01:24:02.819
is the issuance of the injunctive relief and

01:24:02.819 --> 01:24:10.489
then... the execution of the same. Continue.

01:24:20.409 --> 01:24:21.970
The interpreter would like to verify the meaning

01:24:21.970 --> 01:24:29.510
of the term in context. After the issuance of

01:24:29.510 --> 01:24:32.630
the precautionary measure of the injunctive relief,

01:24:33.000 --> 01:24:36.479
If that measure has been completed, it cannot,

01:24:36.819 --> 01:24:40.800
later on, retroactively be given again as a motion

01:24:40.800 --> 01:24:54.800
because, continue. Injective relief has the purpose

01:24:54.800 --> 01:24:57.119
of keeping things as they were at the time that

01:24:57.119 --> 01:25:01.800
the request was made. para buscar que se mantenga

01:25:01.800 --> 01:25:11.140
la materia del juicio y que en un momento dado

01:25:11.140 --> 01:25:14.920
no se causen daños y perjuicios de difícil reparación

01:25:14.920 --> 01:25:27.359
a la persona que está demandando. Una de las

01:25:27.359 --> 01:25:33.840
medidas cautelares que se concedieron el 11 de

01:25:33.840 --> 01:25:49.359
abril de 2025, en el juicio ordinario mercantil

01:25:49.359 --> 01:25:58.050
256 diagonal 2025, two five six dash two thousand

01:25:58.050 --> 01:26:09.649
five two five six dash two thousand five two

01:26:09.649 --> 01:26:18.289
five six dash two thousand five two five six

01:26:18.289 --> 01:26:32.720
dash two thousand five So that it would not have

01:26:32.720 --> 01:26:34.840
a restitutory effect to the decisions that had

01:26:34.840 --> 01:27:04.279
already been made by that point. These injective

01:27:04.279 --> 01:27:06.260
measures were related to a decision that had

01:27:06.260 --> 01:27:10.479
been taken on the 28th of January of 2025, whereby

01:27:10.479 --> 01:27:13.060
we had put measures in place to remove certain

01:27:13.060 --> 01:27:19.579
personnel to change the responsible party. And

01:27:19.579 --> 01:27:39.920
to name representatives, amongst others. So that

01:27:39.920 --> 01:27:42.180
the decisions had already been taken and they

01:27:42.180 --> 01:27:45.340
were determined. And we did not grant restitutory

01:27:45.340 --> 01:27:52.380
effects, continue. We only granted them in terms

01:27:52.380 --> 01:28:02.779
of their execution. And within the chapters,

01:28:03.039 --> 01:28:05.119
we have copies of the resolution, if at any point

01:28:05.119 --> 01:28:08.960
you would like to read it over. Specific question.

01:28:10.050 --> 01:28:14.510
Because the April 11 resolution relied on by

01:28:14.510 --> 01:28:17.850
Mr. Albert did not have respiratory effects,

01:28:18.229 --> 01:28:22.630
did it impact the March 28, 2025 resolutions?

01:28:38.270 --> 01:28:42.470
Si, de alguna manera establece esta decisión

01:28:42.470 --> 01:28:46.529
que aquellas decisiones tomadas en el acta de

01:28:46.529 --> 01:28:50.829
28 de marzo de alguna manera están determinadas.

01:28:51.229 --> 01:28:53.989
No se concedió la suspensión respecto de ellas,

01:28:54.289 --> 01:29:10.520
pero no son ejecutables. They would not be able

01:29:10.520 --> 01:29:13.199
to be executed because of the injunctive relief.

01:29:15.199 --> 01:29:18.319
So can you more generally describe what it means

01:29:18.319 --> 01:29:21.859
when a resolution does not have respiratory effects

01:29:21.859 --> 01:29:46.119
under Mexican law? Only if it were to be challenged

01:29:46.119 --> 01:29:50.119
through evidence and through that it would be

01:29:50.119 --> 01:29:54.819
defeated. So in paragraph 18 of your declaration.

01:29:58.420 --> 01:30:03.880
You discuss the April 25. 2025 resolution that

01:30:03.880 --> 01:30:06.399
is attached as. Zip it out to your declaration.

01:30:06.500 --> 01:30:20.340
Do you see that? I do. Can you explain to the

01:30:20.340 --> 01:30:24.899
court the relevance of the April 25 2025 resolution?

01:30:34.619 --> 01:30:41.739
Yes. On April 25, 2025, the judge of Mexico established

01:30:41.739 --> 01:30:44.880
that the assemblies that had been carried out

01:30:44.880 --> 01:30:51.119
on January 28, 2025 had the possibility of continuing

01:30:51.119 --> 01:30:54.699
to enjoy validity, and thus it was established

01:30:54.699 --> 01:30:58.819
in a specific way in the agreement, enjoying

01:30:58.819 --> 01:31:01.819
full validity and presumption of having been

01:31:01.819 --> 01:31:08.779
carried out Yes, the decision that was taken

01:31:08.779 --> 01:31:12.159
on the 25th of April of 2025, the Mexican judge

01:31:12.159 --> 01:31:14.640
determined that the decisions that were taken

01:31:14.640 --> 01:31:18.380
during the assembly on the 28th of January 2025

01:31:18.380 --> 01:31:21.239
have the possibility of being currently valid

01:31:21.239 --> 01:31:24.020
according to the specific agreements which were

01:31:24.020 --> 01:31:34.970
within the law. Therefore, the legal efficacy

01:31:34.970 --> 01:31:38.430
was not challenged, we just suspended its application.

01:31:39.890 --> 01:31:46.449
Fair to say that the April 2025 resolution decreed

01:31:46.449 --> 01:31:51.229
that the resolutions on March 28, 2025 with respect

01:31:51.229 --> 01:31:54.829
to the governance changes were to be considered

01:31:54.829 --> 01:31:58.149
valid and presumed to have been carried out in

01:31:58.149 --> 01:32:21.500
accordance with the law. Are you referring to

01:32:21.500 --> 01:32:25.659
the resolution on the 11th of April? Take a look

01:32:25.659 --> 01:32:36.239
at paragraph 18 of the declaration. Can you explain

01:32:36.239 --> 01:32:39.359
to the court what you mean in the first sentence

01:32:39.359 --> 01:32:57.050
of paragraph 18? There were two ordinary bankruptcy

01:32:57.050 --> 01:33:25.939
proceedings. The interval which is verifying

01:33:25.939 --> 01:33:31.800
the data on it. So there was one where was a

01:33:31.800 --> 01:33:34.180
decision that was issued about the injunctive

01:33:34.180 --> 01:33:38.039
measures referred to on the 4th of April of 2025,

01:33:39.279 --> 01:33:44.199
whereby it granted the suspension of the decisions

01:33:44.199 --> 01:33:47.899
that had been issued on the 28th of January 2025.

01:34:02.079 --> 01:34:05.619
This first injunctive measure of the 4th of April

01:34:05.619 --> 01:34:10.340
of 2025 was issued within the bankruptcy trial

01:34:10.340 --> 01:34:18.979
case 222 -25. brought on by the companies of

01:34:18.979 --> 01:34:26.220
the Dolphin Group. Mr. Alvar was being requested

01:34:26.220 --> 01:34:38.359
to produce an accounting. In the trial, or the

01:34:38.359 --> 01:34:41.880
process that was the second one, Ordinary Trial

01:34:41.880 --> 01:34:51.180
256 -2025 also. This was brought on by Mr. Albert.

01:34:58.979 --> 01:35:03.439
In this trial, we also issued the injunctive

01:35:03.439 --> 01:35:05.520
relief that was requested, and those are the

01:35:05.520 --> 01:35:08.100
ones we just mentioned in your previous question.

01:35:11.939 --> 01:35:14.739
Both actions were... presented before the same

01:35:14.739 --> 01:35:25.859
judge. And the same judge himself issued two

01:35:25.859 --> 01:35:27.880
injunctive measures which were contradictory,

01:35:27.979 --> 01:35:44.220
one to the other. The interpreter would like

01:35:44.220 --> 01:35:45.800
to verify the day again, because the first day

01:35:45.800 --> 01:35:58.659
that I heard was 2005. So the first measure was

01:35:58.659 --> 01:36:04.100
issued on the 14th of April of 2025, and it issued...

01:36:04.100 --> 01:36:07.680
Can I... I think it's April 4, 2025. April 4,

01:36:08.000 --> 01:36:11.960
2025, and then it contradicted the one on April

01:36:11.960 --> 01:36:29.819
11th. Both orders, the one from the 4th of April

01:36:29.819 --> 01:36:32.960
and the one from the 11th of April, were contradictory.

01:36:43.439 --> 01:36:46.100
So the Dalton group and the action that is promoted

01:36:46.100 --> 01:36:59.920
requested an incident of accumulation in which

01:36:59.920 --> 01:37:02.359
they wanted to have the judge decide which one

01:37:02.359 --> 01:37:06.800
of the two injunctive measures he wanted to prevail.

01:37:33.460 --> 01:37:36.640
In response, the judge says that in terms of

01:37:36.640 --> 01:37:38.859
the incident of accumulation, he reserves the

01:37:38.859 --> 01:37:41.909
right to make a decision on it. later on, and

01:37:41.909 --> 01:37:43.970
he does establish that the decisions that was

01:37:43.970 --> 01:37:48.010
made on the 28th of January of 2025 were established

01:37:48.010 --> 01:37:51.210
as valid and were issued within legality. Does

01:37:51.210 --> 01:38:04.210
she mean March 28, 25? So could you just explain

01:38:04.210 --> 01:38:07.420
simply what do you mean? in the first sentence

01:38:07.420 --> 01:38:09.840
of paragraph 18, without the context, but what

01:38:09.840 --> 01:38:46.149
does it mean? It just basically says that the

01:38:46.149 --> 01:38:50.590
judge, in terms of the injunctive measure, external

01:38:50.590 --> 01:38:53.449
injunctive measure, he established that the actions

01:38:53.449 --> 01:38:56.829
taken on the 28th of March of 2025 were valid.

01:38:58.909 --> 01:39:04.770
Now let's turn to paragraphs. 13 and 14 of your

01:39:04.770 --> 01:39:17.510
declaration. Paragraph 13 discusses the possibility

01:39:17.510 --> 01:39:20.250
that Mr. Albor could post a counter guarantee

01:39:20.250 --> 01:39:25.649
for 200 ,000 pesos and that might lift the definitive

01:39:25.649 --> 01:39:28.770
stay discussed in paragraph 12. Do you see that?

01:39:44.259 --> 01:39:47.800
And based on the status today of the Mexican

01:39:47.800 --> 01:39:50.819
court proceedings, does it even matter if Mr.

01:39:50.979 --> 01:40:02.899
Albor posted the counter guarantee? May I explain

01:40:02.899 --> 01:40:14.720
the context a bit? Please. Against the injunctive

01:40:14.720 --> 01:40:20.739
relief measure of the 11th of March of 2025 La

01:40:20.739 --> 01:40:28.579
institucion fiduciaria si banco, promovio un

01:40:28.579 --> 01:40:35.699
juicio de amparo indirecto, que es un juicio

01:40:35.699 --> 01:40:41.539
constitucional, en contra de algunos articulos

01:40:41.539 --> 01:40:46.000
pero fundamentalmente de la medida cautelar de

01:40:46.000 --> 01:40:51.060
11 de abril de 2025. against some articles, but

01:40:51.060 --> 01:40:54.579
specifically about the injunctive measures of

01:40:54.579 --> 01:41:05.159
the 11th of April of 2025. In this trial, Si

01:41:05.159 --> 01:41:07.800
Banco obtained both the temporary suspension

01:41:07.800 --> 01:41:10.640
as well as the definitive suspension in this

01:41:10.640 --> 01:41:26.130
trial. In terms of the definite suspension once

01:41:26.130 --> 01:41:30.449
it was upheld, he promoted a counter guarantee.

01:41:40.090 --> 01:41:42.569
Which means if there was already a guaranteed

01:41:42.569 --> 01:41:58.039
fixed. The other party can request the execution

01:41:58.039 --> 01:42:02.180
of a guarantee so that the action is enforced.

01:42:08.520 --> 01:42:11.420
The judge upheld that the application of the

01:42:11.420 --> 01:42:17.890
counter -guarantee was appropriate, and he set

01:42:17.890 --> 01:42:33.890
the amount for that counter guarantee. By the

01:42:33.890 --> 01:42:36.449
time that I had issued my opinion, that counter

01:42:36.449 --> 01:42:39.270
guarantee had not yet been presented, but when

01:42:39.270 --> 01:42:41.189
I was already in the United States, I learned

01:42:41.189 --> 01:42:56.699
that that was the case. This resolution was already

01:42:56.699 --> 01:43:03.319
also impugned by C -Banco and it's underway.

01:43:06.920 --> 01:43:10.680
That is explained in paragraphs 13 and 14 of

01:43:10.680 --> 01:43:20.020
your declaration, correct? Yes, but I would like

01:43:20.020 --> 01:43:30.340
to clarify something. The issuance of a count

01:43:30.340 --> 01:43:32.619
guarantee can have as a consequence of the action

01:43:32.619 --> 01:43:40.909
be executed. But in this particular case, there's

01:43:40.909 --> 01:43:53.310
an interesting situation worth mentioning. In

01:43:53.310 --> 01:43:57.590
the decision of the injunctive measure of the

01:43:57.590 --> 01:44:09.439
11th of April of 2025, was also fought through

01:44:09.439 --> 01:44:12.479
the ordinary means of defense through an appeal

01:44:12.479 --> 01:44:20.020
before the Superior Court of Justice of Mexico

01:44:20.020 --> 01:44:33.079
City. This appeal can be accepted by the Supreme

01:44:33.079 --> 01:44:41.939
Court of Justice twofold. In a devolutive sentence

01:44:41.939 --> 01:44:47.699
and a suspension sentence? Suspension sentence.

01:44:49.060 --> 01:44:54.300
Can I just pause it? In paragraph 14, you indicate

01:44:54.300 --> 01:44:59.539
that Sabanko has... an appeal of the April 11th

01:44:59.539 --> 01:45:08.439
resolution, correct? And on May 15, that appeal

01:45:08.439 --> 01:45:12.060
was admitted under the both effects principle,

01:45:12.199 --> 01:45:22.659
correct? And that means the appeal was admitted

01:45:22.659 --> 01:45:26.819
with suspensive effect. And therefore, the execution

01:45:26.819 --> 01:45:31.300
of the April 11 resolution is suspended until

01:45:31.300 --> 01:45:33.159
the merits of the appeal are resolved, correct?

01:45:55.659 --> 01:46:02.039
Or under, I would prefer a yes or no answer if

01:46:02.039 --> 01:46:08.859
you could. Under Mexican bankruptcy law, are

01:46:08.859 --> 01:46:11.760
assets that a company transfers to a collateral

01:46:11.760 --> 01:46:14.800
trust considered part of the bankruptcy estate

01:46:14.800 --> 01:46:19.479
that that company later files a concurso mercantile

01:46:19.479 --> 01:46:37.180
petition? No, because they pass on to the fiduciary

01:46:37.180 --> 01:46:40.039
institution when there is a trust in between.

01:46:40.340 --> 01:46:43.319
And the judicial precedent that confirms your

01:46:43.319 --> 01:46:46.819
position is included as exhibit O to your declaration,

01:46:47.020 --> 01:46:59.829
correct? What was the question? Correct. And

01:46:59.829 --> 01:47:07.550
you are aware of the January 28, 2025 concurso

01:47:07.550 --> 01:47:21.390
order, correct? And that order has what you phrase

01:47:21.390 --> 01:47:32.579
as insolvency injunctions, correct? Si. Yes.

01:47:54.479 --> 01:48:02.199
The Concurso Court Insolvency Injunctions did

01:48:02.199 --> 01:48:11.260
not operate as a stay of any actions. That's

01:48:11.260 --> 01:48:19.869
what she's here for, Your Honor. Against control

01:48:19.869 --> 01:48:23.390
a door dolphins equity assets held in the collateral

01:48:23.390 --> 01:48:32.470
trust, correct? Can you repeat the last bit?

01:48:32.770 --> 01:48:35.670
Sure, and maybe can I just say one full time

01:48:35.670 --> 01:48:39.390
through and then if you need any first, okay?

01:48:41.029 --> 01:48:44.109
The concursor courts and solvency injunctions

01:48:44.109 --> 01:48:48.130
did not operate as they stay of any action. against

01:48:48.130 --> 01:48:52.710
control Adora Dolphins equity assets held in

01:48:52.710 --> 01:49:09.829
the collateral trust, correct? They could not

01:49:09.829 --> 01:49:15.710
apply to any suspension of the the actives that

01:49:15.710 --> 01:49:18.899
were held within the trust because the measure,

01:49:20.220 --> 01:49:23.319
or the assets within the trust because the measure?

01:49:36.100 --> 01:49:39.239
Because the measures taken were issued precisely

01:49:39.239 --> 01:49:41.539
in order to keep the company afloat and it would

01:49:41.539 --> 01:49:44.729
continue. So let him continue operating and continue.

01:49:59.670 --> 01:50:05.930
But if, as we said in the previous question,

01:50:06.029 --> 01:50:08.470
if the suspension was over matters connected

01:50:08.470 --> 01:50:19.720
with the assets and corporate decisions, They

01:50:19.720 --> 01:50:22.680
are not connected with injunctive relief measures

01:50:22.680 --> 01:50:27.720
of the bankruptcy trial. The assets are on a

01:50:27.720 --> 01:50:30.180
collateral trust. The insolvency injunctions

01:50:30.180 --> 01:50:40.899
do not apply to those assets, correct? No. They

01:50:40.899 --> 01:50:49.979
don't. No further questions around. How much

01:50:49.979 --> 01:50:58.699
cross do you think you have? Hard to tell judge

01:50:58.699 --> 01:51:17.930
depending on the answers I would suspect. I'm

01:51:17.930 --> 01:51:20.310
supposed to be. So we're gonna take a break now

01:51:20.310 --> 01:51:27.890
and I would ask that Ms. Luna not speak with

01:51:27.890 --> 01:51:30.609
anyone about her testimony during the break.

01:52:33.960 --> 01:53:13.899
Please be seated. Good afternoon, Justice Luna.

01:53:14.140 --> 01:53:16.779
My name is Daniel Gonzalez, and I have counsel

01:53:16.779 --> 01:53:28.779
to Mr. Eduardo Albor in this matter. Likewise.

01:53:29.380 --> 01:53:32.199
I'm going to ask you a few questions to hopefully

01:53:32.199 --> 01:53:35.380
keep down the time of your cross -examination.

01:53:35.640 --> 01:53:43.090
Depending on your answers. We could perhaps speed

01:53:43.090 --> 01:53:50.130
it up. In your declaration and testimony, you

01:53:50.130 --> 01:53:53.130
testified about two different legal proceedings

01:53:53.130 --> 01:54:05.409
in Mexico, correct? Yes. One filed by the dolphin

01:54:05.409 --> 01:54:08.329
group against Mr. Alvore and certain other individuals,

01:54:08.409 --> 01:54:17.699
which you defined as the... As the initial proceeding,

01:54:17.880 --> 01:54:24.420
correct? And then the second proceeding in which

01:54:24.420 --> 01:54:28.659
Mr. Albor filed a claim against CI Banco, Wilmington

01:54:28.659 --> 01:54:37.579
Trust, and Marco Velez, correct? And Marco Velez.

01:54:41.869 --> 01:54:44.270
And you define that in your declaration as the

01:54:44.270 --> 01:54:51.289
subsequent proceeding, correct? And as we sit

01:54:51.289 --> 01:54:55.210
here today, those two proceedings are still pending

01:54:55.210 --> 01:55:09.350
in Mexico, correct? And then with respect to

01:55:09.350 --> 01:55:18.229
the Concurso Mercantil. You understand that the

01:55:18.229 --> 01:55:21.189
Concurso Mercantil that was filed by Controladora

01:55:21.189 --> 01:55:26.569
Dolphin back in December of 30, 2024 has been

01:55:26.569 --> 01:56:00.369
withdrawn, correct? Whether it was withdrawn

01:56:00.369 --> 01:56:07.529
or dismissed, whatever the action was, it was

01:56:07.529 --> 01:56:10.710
done at the direction of the new independent

01:56:10.710 --> 01:56:14.289
director and board that was put in place as a

01:56:14.289 --> 01:56:16.729
result of the March 28th corporate governing

01:56:16.729 --> 01:56:18.789
changes, which you discuss in your declaration,

01:56:18.930 --> 01:56:54.079
correct? Yes, I understand precisely that there

01:56:54.079 --> 01:56:57.159
was a new director in connection with the decisions

01:56:57.159 --> 01:57:00.819
that were taken at the meeting of the 28th of

01:57:00.819 --> 01:57:07.850
March of 2025. And with respect to the dismissal

01:57:07.850 --> 01:57:10.789
of, I believe you called dismissal of the Concurso

01:57:10.789 --> 01:57:14.210
Mercantil in Mexico, there's been an Amparo filed

01:57:14.210 --> 01:57:17.250
in connection with that dismissal, correct? Excuse

01:57:17.250 --> 01:57:29.060
me? An Amparo, Amparo, A -M -P -A -R -O. And

01:57:29.060 --> 01:57:52.180
that Amparo is also still pending today, correct?

01:58:04.920 --> 01:58:09.600
Yes, there was also a direct request of the Amparo

01:58:09.600 --> 01:58:13.659
Ori against the dismissal, but it was denied.

01:58:57.770 --> 01:59:00.250
With respect to the dismissal of the Amparo,

01:59:00.510 --> 01:59:03.590
that is still pending a final resolution, correct?

01:59:31.719 --> 01:59:35.760
Yes, indeed. That order still is pending. However,

01:59:35.939 --> 01:59:37.739
the injunctive measures that were put in place

01:59:37.739 --> 01:59:40.359
in the concurso mercantile by the judge herself,

01:59:40.979 --> 01:59:50.920
which were admitted, continue. She lifted the

01:59:50.920 --> 01:59:54.020
injunction measures which led to the suspension

01:59:54.020 --> 02:00:01.659
of the Amparo Directo. The suspension was resolved

02:00:01.659 --> 02:00:10.619
and it was denied. Because they decided that

02:00:10.619 --> 02:00:13.319
had it been granted it would have been equivalent

02:00:13.319 --> 02:00:42.930
to giving restitutory effect. The challenge to

02:00:42.930 --> 02:00:45.869
the Amparo claim has still not had a final resolution.

02:00:46.010 --> 02:00:47.510
I understand that you may have an explanation

02:00:47.510 --> 02:00:49.750
as to why, but there still has not been a final

02:00:49.750 --> 02:01:09.569
resolution, correct? Now, the bankruptcy trial

02:01:09.569 --> 02:01:12.869
has just been installed. It's about to go through

02:01:12.869 --> 02:01:45.550
paperwork. However, since there was... The bankruptcy

02:01:45.550 --> 02:01:49.090
proceeding can go on, but the injunction measure

02:01:49.090 --> 02:01:52.130
is in place and it does not impede from going

02:01:52.130 --> 02:02:07.159
on. The reason I pause is because I heard the

02:02:07.159 --> 02:02:09.500
translation and I wasn't sure it was accurate.

02:02:10.659 --> 02:02:13.880
I understand Spanish. I apologize. I'm asking

02:02:13.880 --> 02:02:16.359
the witness to repeat her answer, pausing after

02:02:16.359 --> 02:02:35.340
every sentence. whereby the bankruptcy is being

02:02:35.340 --> 02:02:45.159
dismissed or has been dismissed. The judge lifted

02:02:45.159 --> 02:02:49.399
and left without validity the precautionary measures,

02:02:49.539 --> 02:02:58.779
the injunctive measures. So then they proceed

02:02:58.779 --> 02:03:01.680
with a bankruptcy trial against the dismissal.

02:03:04.739 --> 02:03:10.359
Which is in its course. And they're asking for

02:03:10.359 --> 02:03:14.819
the suspension. And that suspension has been

02:03:14.819 --> 02:03:20.979
denied. But to answer my simple question, the

02:03:20.979 --> 02:03:24.880
embargo proceeding has still not achieved the

02:03:24.880 --> 02:03:31.649
final resolution. Is that correct? No. has not

02:03:31.649 --> 02:03:33.649
reached the final resolution or no, I'm not correct.

02:04:01.579 --> 02:04:06.699
I hesitate to do this, but I want to make sure

02:04:06.699 --> 02:04:14.119
I understand two basic concepts. Exactly what

02:04:14.119 --> 02:04:36.159
are restitutory effects? If a law is issued,

02:04:39.119 --> 02:04:46.180
the law is already issued. If I ask for an injunction

02:04:46.180 --> 02:04:52.600
because of the issuance of that law, it will

02:04:52.600 --> 02:05:00.579
get denied because it's a consummated act. But

02:05:00.579 --> 02:05:02.779
they could grant it to me on the grounds of the

02:05:02.779 --> 02:05:05.260
effects and consequences of its application.

02:05:08.720 --> 02:05:12.359
And that is what's happening in this trial. When

02:05:12.359 --> 02:05:23.359
they issued an injunction due to the resolution

02:05:23.359 --> 02:05:28.010
of the 28th of March of 2025, The judge said,

02:05:28.069 --> 02:05:35.250
I do grant it, but not with restitutory effect.

02:05:37.050 --> 02:05:40.369
What does that mean? That there are resolutions

02:05:40.369 --> 02:05:49.630
of removal of the appointment of parties in charge.

02:05:56.359 --> 02:05:59.300
somehow were established as have been issued.

02:06:05.420 --> 02:06:07.539
If the judge were to consider the suspension

02:06:07.539 --> 02:06:15.579
for these measures, he would have to go back

02:06:15.579 --> 02:06:20.590
and retrofit those acts. Y la idea de los artículos

02:06:20.590 --> 02:06:27.670
que regulan estas medidas cautelares es que se

02:06:27.670 --> 02:06:33.029
mantengan las cosas en el estado que guardan.

02:06:33.390 --> 02:06:37.670
No que se vayan hacia atrás. No que se retrotraigan.

02:06:39.970 --> 02:06:43.109
Entonces, la concesión de la medida cautelares

02:06:43.109 --> 02:06:46.840
es para que esos actos So the granting of the

02:06:46.840 --> 02:06:49.100
injunction measure is so that those actions,

02:06:51.960 --> 02:06:53.979
which were completed after they were issued,

02:06:56.060 --> 02:07:00.819
that they just not be executed. Okay. That was

02:07:00.819 --> 02:07:05.659
my second question. The justice used the words,

02:07:05.680 --> 02:07:14.460
if I wrote them down correctly, that... The January

02:07:14.460 --> 02:07:22.279
28th actions have the possibility of being currently

02:07:22.279 --> 02:07:32.199
valid, therefore legally maybe effective, but

02:07:32.199 --> 02:07:40.300
just suspend the application. During her testimony,

02:07:40.539 --> 02:07:42.960
she may have mistakenly said January 28 a couple

02:07:42.960 --> 02:07:46.520
times. I think it's the March 28, 2025 resolutions

02:07:46.520 --> 02:07:52.560
that affected the governance. Okay. Okay. Sorry.

02:07:53.180 --> 02:07:58.979
So my question is, what does suspended application

02:07:58.979 --> 02:08:03.739
mean? And does that fit in with restitutory effects?

02:08:18.409 --> 02:08:21.689
Restitutory would involve the revocation of the

02:08:21.689 --> 02:08:24.649
removal or of the appointment of the representatives.

02:08:27.750 --> 02:08:41.270
That cannot be done. Also because this resolution

02:08:41.270 --> 02:08:44.390
was affirmed because the resolution of the 4th

02:08:44.390 --> 02:08:54.210
of April of 2025 was not appealed. There was

02:08:54.210 --> 02:08:58.909
a contradictory resolution in a different trial.

02:09:12.320 --> 02:09:15.720
It was a counterpoint to the resolution of the

02:09:15.720 --> 02:09:18.420
4th of April, the one of the 11th of April, but

02:09:18.420 --> 02:09:21.340
not because it was an appeal to it, but because

02:09:21.340 --> 02:09:23.460
it was a different trial. I understand that.

02:09:24.579 --> 02:09:40.739
What is a suspended application? The execution

02:09:40.739 --> 02:09:44.180
is that it would not be carried out, the dismissal

02:09:44.180 --> 02:09:48.899
let's say, but the dismissal has been done. Okay,

02:09:49.260 --> 02:09:52.800
so the suspended application has to do with an

02:09:52.800 --> 02:10:04.340
order entered by the court. That's the injunction.

02:10:05.760 --> 02:10:09.119
And not the actions, the corporate governance

02:10:09.119 --> 02:10:18.899
actions taken on March 28th. No, those acts are

02:10:18.899 --> 02:10:24.619
deferred. Gracias. If that prompts any questions,

02:10:24.779 --> 02:10:33.460
I'll let you ask any other questions. I understand

02:10:33.460 --> 02:10:39.180
that during my direct examination, my question,

02:10:39.199 --> 02:10:42.340
which included equity assets, was only translated

02:10:42.340 --> 02:10:47.279
to assets, and that impacts the answer. So I'd

02:10:47.279 --> 02:10:51.560
like to rephrase the question to clear the record.

02:10:55.340 --> 02:11:02.380
The Concorso Court's January. 28, 2025, insolvency

02:11:02.380 --> 02:11:11.859
injunctions did not stay any actions against

02:11:11.859 --> 02:11:23.840
controladoras, shares or equity held in the collateral

02:11:23.840 --> 02:11:38.180
trust, correct? And then I'll move on to some

02:11:38.180 --> 02:11:46.520
very brief redirect Based on everything you have

02:11:46.520 --> 02:11:53.359
read and the Mexican court orders As of today

02:11:55.369 --> 02:12:00.430
You agree that Mr. Strom is the sole director

02:12:00.430 --> 02:12:17.729
of each of the Mexican debtors, correct? And

02:12:17.729 --> 02:12:22.449
that is because there is no Mexican court order.

02:12:24.619 --> 02:12:29.119
that as of today, suspends the effectiveness

02:12:29.119 --> 02:12:36.939
and validity of the March 28, 2025 resolutions,

02:12:37.180 --> 02:12:43.319
correct? That is correct. Thank you. And just

02:12:43.319 --> 02:12:48.939
one more wrap -up question, Your Honor. You have

02:12:48.939 --> 02:12:54.470
signed your declaration. You still believe that

02:12:54.470 --> 02:12:57.989
everything stated in your declaration is correct

02:12:57.989 --> 02:13:25.909
and true? Paragraph 4 of your declaration, you

02:13:25.909 --> 02:13:31.949
state that the knowledge you have of the financing

02:13:31.949 --> 02:13:49.470
and securitization of those financings came from...

02:13:50.119 --> 02:13:56.220
You state that your understanding of the financing

02:13:56.220 --> 02:14:01.060
and security structure for that financing came

02:14:01.060 --> 02:14:06.699
from discussions from members of the Guerra,

02:14:06.819 --> 02:14:14.260
Gonzalez, and Asociados law firm in Mexico. Is

02:14:14.260 --> 02:14:20.119
that correct? And is it also correct to say that

02:14:20.119 --> 02:14:23.140
you have not reviewed the trust agreement that

02:14:23.140 --> 02:14:30.119
controls the, let me restate the question. Is

02:14:30.119 --> 02:14:31.420
it correct to state that you have not reviewed

02:14:31.420 --> 02:14:42.939
the CI Banco trust agreement? Yes. Yes, I even

02:14:42.939 --> 02:14:54.640
have a copy of it with me here. Yes, I even have

02:14:54.640 --> 02:14:56.560
a copy of it which was given to me here and I

02:14:56.560 --> 02:14:58.699
have it underlined where they're talking about

02:14:58.699 --> 02:15:03.090
the transference to the fiduciary. But that's

02:15:03.090 --> 02:15:09.109
not discussed in your declaration, correct? I

02:15:09.109 --> 02:15:15.430
did not have it available when I signed the declaration.

02:15:15.890 --> 02:15:17.890
It became available to me when I arrived in the

02:15:17.890 --> 02:15:20.970
city. And have you had a chance to review the

02:15:20.970 --> 02:15:43.079
Mexican Fledge Agreements? And apparently in

02:15:43.079 --> 02:15:45.460
Spanish, a pledge agreement is called a contrato

02:15:45.460 --> 02:15:55.439
de prenda. Thank you. I also did not have that

02:15:55.439 --> 02:15:57.680
available to me in Mexico, but once I got here.

02:15:58.380 --> 02:16:01.420
And again, that's not discussed in your declaration,

02:16:01.520 --> 02:16:12.479
correct? Because when I drafted it, I didn't

02:16:12.479 --> 02:16:14.579
have it handy, so I couldn't have spoken about

02:16:14.579 --> 02:16:17.460
something I didn't know about. I understand that.

02:16:18.100 --> 02:16:20.619
Now that you've reviewed those two documents,

02:16:22.819 --> 02:16:25.659
do you still agree with the conclusion in your

02:16:25.659 --> 02:16:28.739
declaration that the March 28th governance changes

02:16:28.739 --> 02:16:59.600
were done properly. Yes, it has reaffirmed my

02:16:59.600 --> 02:17:02.100
belief that those agreements which were carried

02:17:02.100 --> 02:17:05.399
out on the 28th of March of 2025 are still valid,

02:17:05.680 --> 02:17:12.559
continuing. And there's no suspension or injunction

02:17:12.559 --> 02:17:19.059
that nowadays would deprive them of their full

02:17:19.059 --> 02:17:22.559
effect. But that wasn't necessarily my question.

02:17:22.700 --> 02:17:32.440
Thank you for your answer. The question is concerning

02:17:32.440 --> 02:17:37.600
the actual governance change. It wasn't whether

02:17:37.600 --> 02:17:39.379
or not the proceedings where they stand today,

02:17:39.420 --> 02:17:41.719
you think that they support that the governance

02:17:41.719 --> 02:17:48.299
changes were valid. The question is based on

02:17:48.299 --> 02:17:50.940
your review of the pledge agreement and the trust

02:17:50.940 --> 02:18:13.549
agreement. Do you believe that the actual governance

02:18:13.549 --> 02:18:52.610
change was done properly? Subject to the potential

02:18:52.610 --> 02:19:00.889
of. Mr. Alvarez, Mexican law expert says that

02:19:00.889 --> 02:19:03.389
the letters are done with our evidence. Okay,

02:19:03.610 --> 02:19:30.040
thank you. Let's go ahead and proceed into our

02:19:30.040 --> 02:19:34.059
evidentiary presentation with calling our expert,

02:19:34.120 --> 02:19:55.629
our rule 44 .1 expert, Dario Oscos. Just a housekeeping

02:19:55.629 --> 02:20:01.049
matter, Mr. Oskos does speak English. If something

02:20:01.049 --> 02:20:02.729
happens and we need to grab a translator, if

02:20:02.729 --> 02:20:05.290
something gets really technical, maybe, I don't

02:20:05.290 --> 02:20:08.090
envision that, but he says that he's okay with

02:20:08.090 --> 02:20:38.629
speaking English. Good afternoon, Mr. Roscos.

02:20:39.270 --> 02:20:42.649
Good afternoon. Mr. Roscos, could you tell us

02:20:42.649 --> 02:20:48.170
what is your current occupation and role? I'm

02:20:48.170 --> 02:20:53.090
a litigator lawyer. I practice in the area of

02:20:53.090 --> 02:20:57.209
commercial litigation, insolvency, arbitration,

02:20:57.549 --> 02:21:01.280
and mediation. Can you briefly summarize your

02:21:01.280 --> 02:21:04.020
legal background and areas of specialization?

02:21:04.600 --> 02:21:10.479
Yes. I study law at the Escuela Libre de Derecho.

02:21:11.020 --> 02:21:16.940
Thereafter, I study some post -graduate degrees,

02:21:18.360 --> 02:21:23.479
including amparo and constitutional law, tax

02:21:23.479 --> 02:21:30.750
law, and conflict of laws. How many years have

02:21:30.750 --> 02:21:33.729
you practiced law in Mexico? Well, I've been

02:21:33.729 --> 02:21:37.969
practicing law since I finished law school. That

02:21:37.969 --> 02:21:42.489
was in 1980. So I've been practicing for a while,

02:21:42.510 --> 02:21:47.350
and I started doing some legal assistance, I

02:21:47.350 --> 02:21:50.290
would say, before. And what kind of clients have

02:21:50.290 --> 02:21:52.770
you represented in your practice? In the practice,

02:21:52.969 --> 02:21:57.209
I've been representing individuals, corporations,

02:21:58.350 --> 02:22:02.750
private and public. Have you ever served as an

02:22:02.750 --> 02:22:05.590
expert on Mexican law in foreign courts before?

02:22:06.770 --> 02:22:10.049
Yes. How many times have you done that approximately?

02:22:11.290 --> 02:22:17.370
Well, in foreign courts about four times. Are

02:22:17.370 --> 02:22:19.469
you familiar with the requirements for expert

02:22:19.469 --> 02:22:22.010
declarations in U .S. federal court proceedings?

02:22:22.430 --> 02:22:27.479
Generally, yes. And are you familiar with Chapter

02:22:27.479 --> 02:22:30.219
11 cases that may have a component of litigation

02:22:30.219 --> 02:22:33.319
in Mexico involving a concurso mercantile procedure?

02:22:33.959 --> 02:22:36.979
Yes. Yes, I've been involved. Can you describe

02:22:36.979 --> 02:22:39.379
your academic and professional affiliations,

02:22:40.000 --> 02:22:42.219
including any work with international legal institutions

02:22:42.219 --> 02:22:47.120
like Un Central or Insal? Yes. I am a lifetime

02:22:47.120 --> 02:22:51.200
member of the American Law Institute, where I

02:22:51.200 --> 02:22:55.180
participated in the transnational insolvency

02:22:55.180 --> 02:22:58.600
project between the NAFTA countries, Canada,

02:22:59.180 --> 02:23:03.899
United States, and Mexico. I am a member of the

02:23:03.899 --> 02:23:07.739
American College of Bankruptcy, and I participate

02:23:07.739 --> 02:23:11.399
in the International Committee. I'm a member

02:23:11.399 --> 02:23:15.100
of the International Insolvency Institute. I'm

02:23:15.100 --> 02:23:20.569
a founder. We started back 20 years ago. I'm

02:23:20.569 --> 02:23:24.950
a member of the Mexican Bar Association and other

02:23:24.950 --> 02:23:29.290
domestic and international organizations. Thank

02:23:29.290 --> 02:23:32.969
you. I also am a member of the International

02:23:32.969 --> 02:23:38.690
Bar Association, where I was the chair of the

02:23:38.690 --> 02:23:41.930
insolvency committee. And most importantly, I've

02:23:41.930 --> 02:23:46.469
been delegated at Ocitoral Working Group Five

02:23:46.469 --> 02:23:52.159
Insolvency, where I have devoted the last almost

02:23:52.159 --> 02:23:57.260
20 years in participating in the drafting and

02:23:57.260 --> 02:24:00.000
enactment of the modern laws on cross -border

02:24:00.000 --> 02:24:27.940
insolvency and related modern laws. Okay, Mr.

02:24:28.000 --> 02:24:30.219
Oskos, if you could look in the binder at tab

02:24:30.219 --> 02:24:33.579
I, I'd like to show you your declaration that

02:24:33.579 --> 02:24:37.000
was filed in support of the verified responses

02:24:37.000 --> 02:24:40.500
at docket 164. You should see that at tab I.

02:24:41.440 --> 02:24:44.979
I have it. Okay, thank you. And do you recognize

02:24:44.979 --> 02:24:49.139
this document? Yes. And what is it? This is my

02:24:49.139 --> 02:24:54.579
declaration that I drafted and it bears my signature.

02:24:55.739 --> 02:24:58.719
Okay, and is that? Your signature on page 31

02:24:58.719 --> 02:25:05.260
and 42? Yes, it is. Okay. Is there anything in

02:25:05.260 --> 02:25:07.479
this declaration that you feel needs to be amended

02:25:07.479 --> 02:25:12.280
or changed since you filed it? Well, you know,

02:25:12.280 --> 02:25:15.239
when we do some of these kind of works and opinions

02:25:15.239 --> 02:25:19.520
or declarations, we think about it and sometimes

02:25:19.520 --> 02:25:23.159
we get additional ideas, but in essence, this

02:25:23.159 --> 02:25:26.899
is my statement. Okay. And you understand that

02:25:26.899 --> 02:25:29.620
you signed it under penalty of perjury, correct?

02:25:29.940 --> 02:25:32.340
Correct. And to your understanding, as you sit

02:25:32.340 --> 02:25:34.639
here today, is the information that you put forth

02:25:34.639 --> 02:25:36.940
in your declaration true and accurate to the

02:25:36.940 --> 02:25:39.860
best of your knowledge? Yep. Thank you. What

02:25:39.860 --> 02:25:41.659
were you asked to do in connection with these

02:25:41.659 --> 02:25:50.479
proceedings? I was asked to review judicial records

02:25:50.479 --> 02:25:55.729
of different proceedings regarding a concurso

02:25:55.729 --> 02:26:02.829
mercantil proceeding of a company, Controladora

02:26:02.829 --> 02:26:10.270
Dolphin, and some related legal actions that

02:26:10.270 --> 02:26:14.729
open two different proceedings. One proceeding

02:26:14.729 --> 02:26:31.659
that was wrote by Mr. Eduardo One is a legal

02:26:31.659 --> 02:26:37.239
action seeking avoidance of the stockholders

02:26:37.239 --> 02:26:43.340
meeting carried out on 28 March 2025 and the

02:26:43.340 --> 02:26:49.079
other action is a action seeking responsibilities

02:26:49.079 --> 02:26:54.260
or liabilities of the former administration of

02:26:54.260 --> 02:26:58.299
the companies, okay? And did you, if you take

02:26:58.299 --> 02:27:07.459
a look at page, on page 39 and 42, we see exhibit

02:27:07.459 --> 02:27:19.840
B. Page 39 and 42, it'll be on the top right

02:27:19.840 --> 02:27:25.000
page. Whatever page or paragraph page up at the

02:27:25.000 --> 02:27:34.040
top 39 of 42. It's exhibit B Okay exhibit yes

02:27:34.040 --> 02:27:45.719
and could you tell me what exhibit B is Exhibit

02:27:45.719 --> 02:27:52.620
a 32 to 42 This is my CB. Okay, and that's exhibit

02:27:52.620 --> 02:27:54.979
A. Right behind that is an exhibit B. What do

02:27:54.979 --> 02:27:59.360
you see there? Exhibit B. Well, this is my declaration.

02:28:01.020 --> 02:28:11.559
I don't see where exhibit B is. Exhibit B is

02:28:11.559 --> 02:28:15.239
a list of documents, of records. And these are

02:28:15.239 --> 02:28:16.979
documents you reviewed in preparation for your

02:28:16.979 --> 02:28:20.590
declaration, correct? Yes. And if you could,

02:28:20.850 --> 02:28:22.629
we're going to flip through kind of quickly to

02:28:22.629 --> 02:28:25.030
try to speed this up, but if you could take a

02:28:25.030 --> 02:28:33.989
look at, for example, tab F. There you have it.

02:28:34.450 --> 02:28:37.069
And do you recognize this document? Yes. What

02:28:37.069 --> 02:28:40.729
is it? This is a court order dated April 10,

02:28:41.030 --> 02:28:46.110
2025, about the provisional measures that were

02:28:46.110 --> 02:28:49.430
granted, as far as I remember. Okay, and go to

02:28:49.430 --> 02:28:54.309
tab G. Yep. And what is that? This is a translation

02:28:54.309 --> 02:29:16.610
of a court order dated January 28, 2025. This

02:29:16.610 --> 02:29:20.469
refers to the provisional or regulatory measures

02:29:20.469 --> 02:29:26.850
granted by the Concurso Mercantil Court, mainly

02:29:26.850 --> 02:29:34.510
staying payments by debtors, to debtors, by debtors,

02:29:34.510 --> 02:29:40.049
and also the execution or enforcement of any

02:29:40.049 --> 02:29:46.530
legal actions or extrajudicial acts. And we'll

02:29:46.530 --> 02:29:47.709
talk a little bit more about what's in them.

02:29:47.850 --> 02:29:49.370
I just want to know that you've looked at these

02:29:49.370 --> 02:29:53.389
statutes. So we'll go to exhibit J. This is exhibit

02:29:53.389 --> 02:29:59.030
J, I think. Yeah, this is the January 28, 2025

02:29:59.030 --> 02:30:03.329
order precautionary measures under the concursive

02:30:03.329 --> 02:30:06.030
mercantile. OK, and if you could go to tab X.

02:30:28.840 --> 02:30:30.959
So what do you see in tab X? Do you know what

02:30:30.959 --> 02:30:32.819
that document is? This is a provision in state

02:30:32.819 --> 02:30:40.299
proceeding, regarding proceeding 5443 -2025.

02:30:42.319 --> 02:30:49.700
Okay, and could you look at tab Y? The top line?

02:30:50.459 --> 02:31:05.680
Tab Y of? Tab Y, Y. Y. Okay. Yes, this is a motion

02:31:05.680 --> 02:31:09.139
by means of which a bond policy was filed before

02:31:09.139 --> 02:31:13.780
the court, before the civil district court in

02:31:13.780 --> 02:31:17.000
Mexico City. File, okay. I'm sorry, and you see

02:31:17.000 --> 02:31:20.280
that there's actually two parts to tab. Why?

02:31:20.379 --> 02:31:23.200
There's an English and Spanish translation? Yes.

02:31:23.540 --> 02:31:25.459
English translation and Spanish, correct? Yes.

02:31:25.700 --> 02:31:28.979
Okay. And what does this document reflect? This

02:31:28.979 --> 02:31:34.659
is a voucher filed electronically before the

02:31:34.659 --> 02:31:37.760
district court. Second district civil judge in

02:31:37.760 --> 02:31:42.899
Mexico City filing, as I can see, the bond of

02:31:42.899 --> 02:31:47.860
2 ,400 Mexican pesos. And is that the same counter

02:31:47.860 --> 02:31:50.659
bond that we heard testimony about earlier? Yes.

02:31:53.129 --> 02:31:55.409
Do you have any financial interest in the outcome

02:31:55.409 --> 02:31:58.229
of this matter? No. Is your compensation contingent

02:31:58.229 --> 02:31:59.870
on the outcome of this case or the substance

02:31:59.870 --> 02:32:05.010
of your opinions? No. Can you summarize your

02:32:05.010 --> 02:32:07.389
understanding of the dispute regarding the corporate

02:32:07.389 --> 02:32:11.209
control of Controladora Dolphin? Yes, what I

02:32:11.209 --> 02:32:17.430
understand and I learned from the documents and

02:32:17.430 --> 02:32:22.750
records I reviewed. What I've been told by council

02:32:22.750 --> 02:32:30.290
is that there is a financing that is structured

02:32:30.290 --> 02:32:36.889
by the issuance of notes that were sold to finance

02:32:36.889 --> 02:32:41.270
the border wear, let's call it that way, and

02:32:41.270 --> 02:32:46.350
there was a specific and special security structure.

02:32:46.909 --> 02:32:52.030
Basically, in two... legal instruments. One is

02:32:52.030 --> 02:32:56.430
a warranty trust, Mexican warranty trust, and

02:32:56.430 --> 02:33:01.350
second, pledge. In the warranty trust, assets

02:33:01.350 --> 02:33:06.409
of the borrowers were transferred as guarantee

02:33:06.409 --> 02:33:13.290
in case of default of the financing. One asset

02:33:13.290 --> 02:33:19.350
where the 99 % of the stock of the Mexican companies.

02:33:20.870 --> 02:33:28.870
And this trust provides some situations in case

02:33:28.870 --> 02:33:35.530
of default, such as in case of default, the beneficiary

02:33:35.530 --> 02:33:42.250
of the trust, meaning Wilmington Trust, may notice

02:33:42.250 --> 02:33:46.219
the trustee, C. Banco. that an event of the fault

02:33:46.219 --> 02:33:50.819
has been occurred. And there is a provision that

02:33:50.819 --> 02:33:53.659
that event of the fault may be cured during a

02:33:53.659 --> 02:33:57.200
certain period of time. If the event of the fault

02:33:57.200 --> 02:34:01.760
is not cured, person to the provisions of the

02:34:01.760 --> 02:34:09.920
trust, the trustee, C. Banco, may grant powers

02:34:09.920 --> 02:34:13.760
of attorney to a person appointed by Wilmington

02:34:13.760 --> 02:34:18.379
as beneficiary of the trust to exercise corporate

02:34:18.379 --> 02:34:27.340
votes. But I must underline that the trust is

02:34:27.340 --> 02:34:34.920
specific in providing that borrower keep the

02:34:34.920 --> 02:34:40.040
voting rights unless this condition happens,

02:34:40.319 --> 02:34:43.950
meaning the default, the notice of default, and

02:34:43.950 --> 02:34:47.729
so on. So my understanding, you use the word

02:34:47.729 --> 02:34:52.270
warranty trust. Does that have some kind of importance

02:34:52.270 --> 02:34:55.290
with respect to the full transfer of the shares?

02:34:56.649 --> 02:35:01.590
No, this is a special, let's say, warranty trust.

02:35:02.229 --> 02:35:07.069
And I would like to tell all of you that it is

02:35:07.069 --> 02:35:10.559
Mexican trust. It is not common law trust. It's

02:35:10.559 --> 02:35:16.540
very different. The trust is a contract where

02:35:16.540 --> 02:35:20.959
there is a trustee, generally a financial institution,

02:35:21.340 --> 02:35:26.180
a bank. There is the settler of the trust and

02:35:26.180 --> 02:35:28.459
the beneficiaries of the trust. The settler of

02:35:28.459 --> 02:35:33.680
the trust are the parties that transfer assets

02:35:33.680 --> 02:35:39.280
to the trust in order for the trustee to meet

02:35:39.280 --> 02:35:42.899
the purposes of the trust, the specific purposes.

02:35:43.260 --> 02:35:47.360
In this case, this is a warranty trust. It is

02:35:47.360 --> 02:35:52.659
not a full nominal share transfers in ownership

02:35:52.659 --> 02:35:58.020
to the trust. It is very important because it

02:35:58.020 --> 02:36:01.500
is not the same to have transfer, let's say,

02:36:01.780 --> 02:36:07.319
ownership of some immobile or any other property.

02:36:07.579 --> 02:36:13.159
in order for the trustee to sell it and pay my

02:36:13.159 --> 02:36:17.479
children. No, it is not. This is a structure,

02:36:18.559 --> 02:36:23.079
business structure by means of which the trustee

02:36:23.079 --> 02:36:27.319
upon the carrying out of certain terms and conditions,

02:36:28.139 --> 02:36:32.139
the bottom of the voting for the chairs will

02:36:32.139 --> 02:36:36.200
start an office. But in the... In the meantime,

02:36:36.500 --> 02:36:42.799
if there is no event of default, the borrowers

02:36:42.799 --> 02:36:47.620
keep full right to exercise their borrowing rights.

02:36:48.139 --> 02:36:49.600
And is it my understanding that you reviewed

02:36:49.600 --> 02:36:52.219
the Ciabanko Trust Agreement at issue here? Yes.

02:36:52.879 --> 02:36:56.280
And is it, well tell me, is there, are there

02:36:56.280 --> 02:36:59.940
specific procedures in place that need to be

02:36:59.940 --> 02:37:02.760
followed to the extent there is an event of default?

02:37:06.319 --> 02:37:12.680
The trust and in parallel the pledge agreements

02:37:12.680 --> 02:37:16.860
provide that in case of an event of default,

02:37:17.139 --> 02:37:19.840
default on the payments. Let's read that way.

02:37:21.299 --> 02:37:25.760
The Wilmington Trust as holder of the pledge

02:37:25.760 --> 02:37:30.600
or the trustee under the trust may give notice

02:37:30.600 --> 02:37:35.450
of default in order for the borrower to be able

02:37:35.450 --> 02:37:40.190
to cure the default. If the default is not cured,

02:37:40.590 --> 02:37:44.889
then it may start with two things which are very

02:37:44.889 --> 02:37:48.950
important to bear in mind. In the case of the

02:37:48.950 --> 02:37:53.090
pledge on the shares, to execute a foreclose

02:37:53.090 --> 02:37:55.850
on the pledge, to sell them, and with the price

02:37:55.850 --> 02:37:59.809
of the sale, in auction sale, borrower will be

02:37:59.809 --> 02:38:03.569
paid. In the case of the trust, the main objective

02:38:03.569 --> 02:38:08.110
is to warranty payment. In order for the trustee,

02:38:08.409 --> 02:38:11.709
upon the instructions of the beneficiaries, the

02:38:11.709 --> 02:38:16.389
Wilmington Trust sell in a private proceeding,

02:38:16.709 --> 02:38:21.909
sell the shares and with the product be given

02:38:21.909 --> 02:38:29.420
to the first beneficiary, Wilmington. provision

02:38:29.420 --> 02:38:32.520
of the voting of the shares something special

02:38:32.520 --> 02:38:38.000
and it's kind of strange because it takes away

02:38:38.000 --> 02:38:43.479
the most important weapon of shareholders to

02:38:43.479 --> 02:38:47.360
organize to manage the companies but that's another

02:38:47.360 --> 02:38:50.360
discussion. So just to try to get us moving through

02:38:50.360 --> 02:38:52.860
here what is the significance of the March 28

02:38:52.860 --> 02:38:56.879
2025 resolutions purporting to remove Mr. Albor

02:38:56.879 --> 02:39:04.010
and others from the board? The The stockholders

02:39:04.010 --> 02:39:13.629
between yes, they're 28 March 2025 well The trustee

02:39:13.629 --> 02:39:18.149
see Banco and the holder of the pledge carry

02:39:18.149 --> 02:39:24.809
out a stockholders meeting With hundred percent

02:39:24.809 --> 02:39:28.170
of the shares represented in this stockholders

02:39:28.170 --> 02:39:34.200
meeting We call that made on on the desk because

02:39:34.200 --> 02:39:41.000
there is no a call and they determine or Decided

02:39:41.000 --> 02:39:47.340
several situation one was remove the current

02:39:47.340 --> 02:39:50.399
members of the board of directors and directors

02:39:50.399 --> 02:39:57.379
To revoke and grant new powers of attorney To

02:39:57.379 --> 02:40:04.389
seek filing of check to seek protection under

02:40:04.389 --> 02:40:09.170
the U .S. Banner of Seek Court, and most importantly,

02:40:09.889 --> 02:40:13.049
file for concursive mercantile, even though that

02:40:13.049 --> 02:40:16.729
in the same stockholders meeting, they decided

02:40:16.729 --> 02:40:21.270
to withdraw the concursive mercantile taking

02:40:21.270 --> 02:40:24.909
place. So this may be a little bit out of order,

02:40:24.950 --> 02:40:28.020
but we heard. a little bit of a discrepancy between

02:40:28.020 --> 02:40:31.420
the words withdrawal and dismissal of the concursive

02:40:31.420 --> 02:40:32.959
mercantile. Could you explain the difference?

02:40:33.479 --> 02:40:38.120
Yes, yes. Dismissal is an action of the court

02:40:38.120 --> 02:40:44.860
when the court finds that the action, the lawsuit

02:40:44.860 --> 02:40:50.260
is foulness, lack of legal standing. So that's

02:40:50.260 --> 02:40:58.739
a court decision. Withdrawal is different. So

02:40:58.739 --> 02:41:09.979
I understand your testimony, it's your belief

02:41:09.979 --> 02:41:12.020
that the Concurso Mercantile was not dismissed,

02:41:12.059 --> 02:41:26.879
it was withdrawn. the declaration of concursive

02:41:26.879 --> 02:41:30.280
mercantile to adjudicate debtor in concursive

02:41:30.280 --> 02:41:36.239
mercantile. And just getting back to the March

02:41:36.239 --> 02:41:38.280
28th resolutions, do you believe that they were

02:41:38.280 --> 02:41:40.639
compliant? Well, actually, let me clarify something

02:41:40.639 --> 02:41:43.500
that I thought I heard you say. Is it your testimony

02:41:43.500 --> 02:41:45.780
that you believe that the March 28th shareholders

02:41:45.780 --> 02:41:49.540
meeting had 100 % shareholder participation or

02:41:49.540 --> 02:41:51.780
did not have 100 % shareholder participation?

02:41:53.559 --> 02:41:59.159
I mean, I have asked records, evidence that 100

02:41:59.159 --> 02:42:02.059
% of the chair were represented. I have not been

02:42:02.059 --> 02:42:06.379
given them. OK. And in your opinion, were the

02:42:06.379 --> 02:42:09.579
March 28 resolutions compliant with Mexican corporate

02:42:09.579 --> 02:42:12.340
and contractual law and procedure in your view?

02:42:13.020 --> 02:42:19.139
I would say that the 28 March 2025 Stoneholders

02:42:19.139 --> 02:42:23.659
meeting did not meet the standards agreed upon

02:42:23.659 --> 02:42:27.899
under the trust nor under the pledge agreement.

02:42:28.500 --> 02:42:33.159
And specifically, it was the lack of notice of

02:42:33.159 --> 02:42:38.540
the default incurred by borrowers. I have asked

02:42:38.540 --> 02:42:46.379
it and I have not given it. Well, just tell me,

02:42:46.459 --> 02:42:49.239
is it important that a notice of default not

02:42:49.239 --> 02:42:55.079
only be agreed, but also be served properly pursuant

02:42:55.079 --> 02:42:58.520
to the contract? As far as I understand, notice

02:42:58.520 --> 02:43:02.760
of default was never received by borrowers, specifically

02:43:02.760 --> 02:43:06.180
by the Secretary of the Board of Directors, as

02:43:06.180 --> 02:43:09.620
it is provided by agreement of the parties. Thank

02:43:09.620 --> 02:43:11.459
you. And do you know when Controlador Adolphin

02:43:11.459 --> 02:43:14.159
was accepted as a debtor in a concursive mercantile

02:43:14.159 --> 02:43:18.489
proceeding? Oh, yeah. When was that? Controlador

02:43:18.489 --> 02:43:24.190
Adolfi? Yes. Was the debtor filing for concurso

02:43:24.190 --> 02:43:29.510
mercantile. That was a voluntary filing of concurso

02:43:29.510 --> 02:43:34.549
mercantile. The petition was filed. In Mexico,

02:43:34.709 --> 02:43:38.549
the concurso mercantile has two main stages with

02:43:38.549 --> 02:43:42.090
one substage. The first stage is what we call

02:43:42.090 --> 02:43:46.670
the visit, where A visitor is appointed by the

02:43:46.670 --> 02:43:50.649
Special East Trustee Office in Mexico, where

02:43:50.649 --> 02:43:56.309
the inspector or visitor reviews and makes sure

02:43:56.309 --> 02:44:00.049
that the standard of insolvency is met. That's

02:44:00.049 --> 02:44:03.530
a standard requirement in order to proceed with

02:44:03.530 --> 02:44:07.809
the concurso mercantile. And I can say even that

02:44:07.809 --> 02:44:11.729
since in Mexico we lack automatic estate, like

02:44:11.729 --> 02:44:14.760
in Chapter 11 in the United States. Generally,

02:44:16.100 --> 02:44:20.879
what the adapter's request to the court is to

02:44:20.879 --> 02:44:25.239
grant immediately a precautionary measures in

02:44:25.239 --> 02:44:29.100
order to protect, to get the stay. The stay for

02:44:29.100 --> 02:44:32.540
payments, the stay for enforcement or legal action

02:44:32.540 --> 02:44:38.010
in court or outside court. And when Contraladora

02:44:38.010 --> 02:44:40.790
was accepted as a debtor in Concurso Mercatiel,

02:44:41.290 --> 02:44:44.270
was it required prior to that to show that it

02:44:44.270 --> 02:44:51.530
had corporate authority to file? Yes. Yes. Debtor,

02:44:51.709 --> 02:44:56.290
with the petition of Concurso Mercatiel, filed

02:44:56.290 --> 02:45:02.370
a corporate resolution authorizing the filing

02:45:02.370 --> 02:45:07.170
of the Concurso Mercatiel. It's a very important

02:45:07.170 --> 02:45:36.909
corporate requiring that has to be met. We're

02:45:36.909 --> 02:45:39.969
using that as a fact with us. He's here to testify

02:45:39.969 --> 02:45:42.850
about issues of Mexican law. These issues are

02:45:42.850 --> 02:45:44.690
not set forth in his declaration. Your Honor,

02:45:44.729 --> 02:45:47.409
we're happy to stipulate that the specific issues

02:45:47.409 --> 02:45:50.770
with respect to the documents aren't in the declaration,

02:45:50.809 --> 02:45:53.790
but just like with their counterparty, this has

02:45:53.790 --> 02:45:55.610
been moving fast and he's been reviewing stuff

02:45:55.610 --> 02:45:58.149
so that he was fully prepared to give you the

02:45:58.149 --> 02:45:59.969
best testimony he could with what's going on

02:45:59.969 --> 02:46:02.610
with this proceeding. So we're trying to advise

02:46:02.610 --> 02:46:04.850
you, as an adjunct of the court, that he's trying

02:46:04.850 --> 02:46:07.379
to act as. What's going on with these documents?

02:46:08.200 --> 02:46:10.920
I'm going to give some leeway here and I'll submit

02:46:10.920 --> 02:46:13.040
the testimony you can cross. Thank you, Your

02:46:13.040 --> 02:46:24.620
Honor. So I think my question was what role do

02:46:24.620 --> 02:46:27.440
bylaws in Mexican public order play in evaluating

02:46:27.440 --> 02:46:32.780
the March 28th resolutions? Well, the bylaws

02:46:32.780 --> 02:46:39.459
is the main governing instrument of a commercial

02:46:39.459 --> 02:46:44.299
corporation, of a legal entity. And it has to

02:46:44.299 --> 02:46:49.760
be pursued as he provides any violation of the

02:46:49.760 --> 02:46:54.219
bylaws or the law governing commercial companies

02:46:54.219 --> 02:46:59.559
may cause the act violating law of bylaws null

02:46:59.559 --> 02:47:03.879
and void. And so we're going to move on a little

02:47:03.879 --> 02:47:06.879
bit. Can you describe your experience reviewing

02:47:06.879 --> 02:47:09.159
and interpreting legal documents governed by

02:47:09.159 --> 02:47:12.340
Mexican law, particularly contracts with jurisdictional

02:47:12.340 --> 02:47:19.780
or choice of law clauses? Yes. Yes. Documents,

02:47:20.120 --> 02:47:24.520
contracts, agreements that provide for choice

02:47:24.520 --> 02:47:30.139
of law, if there are contact connections. under

02:47:30.139 --> 02:47:32.940
the circumstances of the specific transaction

02:47:32.940 --> 02:47:38.879
is valid, could be done, such as those laws that

02:47:38.879 --> 02:47:44.280
maybe govern a contract in New York law, having

02:47:44.280 --> 02:47:48.780
New York as place of payment. So that's the general

02:47:48.780 --> 02:47:53.440
rules and Mexico incorporates in our federal

02:47:53.440 --> 02:48:01.079
civil codes and commercial code. commercial accompanies

02:48:01.079 --> 02:48:06.920
law, the most current provisions of international

02:48:06.920 --> 02:48:11.040
private law that are very common in any jurisdiction.

02:48:32.510 --> 02:48:35.389
Yes, it's a smaller second version, but your

02:48:35.389 --> 02:48:37.930
versions look a little bit different But you

02:48:37.930 --> 02:48:40.350
have to exhibit binders. Yes, you're just gonna

02:48:40.350 --> 02:48:48.870
go to CC Mr. Oskos if you could go to tab CC

02:48:48.870 --> 02:48:54.270
CC I'm here. Okay. Could you tell me what this

02:48:54.270 --> 02:48:56.569
document is that we're looking at? This is the

02:48:56.569 --> 02:48:58.790
Pledge Agreement. And who's the Pledge Agreement

02:48:58.790 --> 02:49:02.879
for? This Pledge Agreement is to warranty the

02:49:02.879 --> 02:49:05.440
financing. And what does this document report

02:49:05.440 --> 02:49:12.620
to do? To guarantee the full and timely compliance

02:49:12.620 --> 02:49:15.040
of the terms and conditions of the financing.

02:49:16.079 --> 02:49:19.299
Okay, and if you could, I'd like you to go to

02:49:19.299 --> 02:49:23.319
paragraph 9 .09, and for this, our translator,

02:49:23.540 --> 02:49:31.700
I'm going to need you to listen closely. See

02:49:31.700 --> 02:49:39.520
section nine nine Nine oh nine nine. Oh nine.

02:49:39.659 --> 02:49:42.879
Yes jurisdiction Okay, what I'd like you to do

02:49:42.879 --> 02:49:44.819
is please read the full text of that section

02:49:44.819 --> 02:49:46.840
aloud and I would ask the translator to provide

02:49:46.840 --> 02:49:49.200
a translation for the record as he reads correct.

02:49:49.459 --> 02:49:56.040
It's section nine. Oh Nine jurisdiction legislation

02:49:56.040 --> 02:50:01.629
applicable shall I reading? Spanish or English?

02:50:17.989 --> 02:50:20.309
Okay, if you could, and read slowly, please.

02:50:22.290 --> 02:50:25.010
In Spanish. The translator needs to make an official

02:50:25.010 --> 02:51:19.950
translation. 0909. Jurisdiction. Excuse me, I

02:51:19.950 --> 02:51:23.670
need to get you in your microphone. Should we

02:51:23.670 --> 02:52:01.420
get her sworn in? Thank you. Section 9 .09, jurisdiction,

02:52:02.260 --> 02:52:07.200
applicable legislation. For everything related

02:52:07.200 --> 02:52:10.860
to the interpretation and compliance of the present

02:52:10.860 --> 02:52:18.120
contract, in this ad, the parts are committed

02:52:18.120 --> 02:52:30.840
of express manner in. irrevocably irrevocable

02:52:30.840 --> 02:52:38.319
the laws applicable of Mexico and the jurisdiction

02:52:38.319 --> 02:52:44.159
of the court competence of the Ciudad de Mexico

02:52:44.159 --> 02:52:51.040
in the renounce of expressly it is wreckable

02:52:51.040 --> 02:52:57.569
at any other jurisdiction that could be Correspond

02:52:57.569 --> 02:53:03.850
in visual of the respective Homes present presence

02:53:03.850 --> 02:53:09.889
of futures to the location of the goods or any

02:53:09.889 --> 02:53:14.309
other reason Mr. Oscoe's could you just tell

02:53:14.309 --> 02:53:26.870
us in your own words what this provision? and

02:53:26.870 --> 02:53:30.110
it provides that it should apply Mexican law.

02:53:31.270 --> 02:53:34.049
And the competent court with jurisdiction should

02:53:34.049 --> 02:53:38.409
be those of the city of Mexico. Okay. Does it

02:53:38.409 --> 02:53:42.889
say anything else? No, that's it. And does this

02:53:42.889 --> 02:53:44.809
clause affect which court has jurisdiction over

02:53:44.809 --> 02:53:48.750
disputes arising from this contract? Yeah. And

02:53:48.750 --> 02:53:51.069
does Mexican law recognize this type of clause

02:53:51.069 --> 02:53:55.500
as binding on the parties? Yes. And what legal

02:53:55.500 --> 02:53:57.979
effect, if any, does the express waiver of other

02:53:57.979 --> 02:54:02.940
jurisdictions have under Mexican law? Well, this

02:54:02.940 --> 02:54:07.340
is express submission of jurisdiction and may

02:54:07.340 --> 02:54:12.159
not be waived unilaterally. It has, it wanted

02:54:12.159 --> 02:54:15.079
to change, has to be by an agreement of both

02:54:15.079 --> 02:54:20.979
parties. Otherwise, the parties, any of the parties

02:54:20.979 --> 02:54:26.879
must submit any legal action related to any dispute

02:54:26.879 --> 02:54:31.079
regarding this contract before Mexican courts.

02:54:31.379 --> 02:54:33.379
And are you aware that other financing documents

02:54:33.379 --> 02:54:35.979
in this loan package said that the governing

02:54:35.979 --> 02:54:41.000
law was in New York? As far as I remember, there

02:54:41.000 --> 02:54:44.899
is a mention in the notes, terms and conditions,

02:54:45.280 --> 02:54:52.879
that provide for New York law. So with respect

02:54:52.879 --> 02:54:56.520
to these Mexican pledge agreements, what courts

02:54:56.520 --> 02:54:59.100
have exclusive jurisdiction to address the enforceability

02:54:59.100 --> 02:55:02.000
of these Mexican pledge agreements? The court

02:55:02.000 --> 02:55:07.340
located in Mexico. And I will say that in Mexico,

02:55:07.940 --> 02:55:12.940
we have a double judicial system. For commercial

02:55:12.940 --> 02:55:17.680
matters in general, state courts and federal

02:55:17.680 --> 02:55:21.379
courts may hear and decide commercial cases.

02:55:21.639 --> 02:55:27.180
Why? For insolvency cases, concursive mercantile

02:55:27.180 --> 02:55:32.000
cases, there are special exclusive federal jurisdiction

02:55:32.000 --> 02:55:37.100
courts. Courts of concursive mercantile. And

02:55:37.100 --> 02:55:40.899
how does the principle of lex societatis apply

02:55:40.899 --> 02:55:44.680
to Mexican corporations? Lex societis is a, I

02:55:44.680 --> 02:55:49.760
would say, general principle in most jurisdictions

02:55:49.760 --> 02:55:55.190
in the world. that provides that Lexus Societatis

02:55:55.190 --> 02:55:59.149
is the governing law of the commercial companies

02:55:59.149 --> 02:56:03.430
or legal entities pursuant to the law of their

02:56:03.430 --> 02:56:06.770
incorporation. Basically, there are some other

02:56:06.770 --> 02:56:21.370
cases, but that's it. The justice, give us a

02:56:21.370 --> 02:56:23.149
description of the proceedings that are going

02:56:23.149 --> 02:56:26.049
on right now in Mexico. Could you describe in

02:56:26.049 --> 02:56:28.469
your own words your understanding of the proceedings

02:56:28.469 --> 02:56:30.350
that are going on in Mexico regarding the corporate

02:56:30.350 --> 02:56:37.950
governance right now? Yes. I would say that having

02:56:37.950 --> 02:56:45.430
a bold and stockholic resolution, controladora

02:56:45.430 --> 02:56:50.879
dolphin, fine. petition, voluntary petition for

02:56:50.879 --> 02:56:55.700
concursive mercantile. The concursive court granted

02:56:55.700 --> 02:57:01.600
precautionary measures to stay payments and to

02:57:01.600 --> 02:57:07.299
stay any legal or extrajudicial actions, all

02:57:07.299 --> 02:57:11.459
of them, including those provided for under the

02:57:11.459 --> 02:57:16.440
trust, meaning the voting rights on the shares.

02:57:17.930 --> 02:57:21.909
That was state. That was state because that was

02:57:21.909 --> 02:57:25.930
a right of the debtor in filing for concurso

02:57:25.930 --> 02:57:29.790
mercantil, controladora dolphin. I want to make

02:57:29.790 --> 02:57:33.729
clear of that. These cases are very common. This

02:57:33.729 --> 02:57:37.530
kind of provisions in trust and pledges are common.

02:57:37.670 --> 02:57:43.709
Why? Because creditors, mainly lenders, try to

02:57:43.709 --> 02:57:46.750
secure the most they can. And this is a way they

02:57:46.750 --> 02:57:50.889
try to do it. but they have to respect the rights

02:57:50.889 --> 02:57:57.850
of doctors. So that's regarding Concurso Mercantil.

02:58:00.409 --> 02:58:05.790
The preparatory measures were in effect. Later

02:58:05.790 --> 02:58:12.850
on, the new administration, I mean, Wilmington

02:58:12.850 --> 02:58:18.639
Trust and the C Banco, the trustee, in the trust

02:58:18.639 --> 02:58:24.639
carried out a stockholders' meeting on March

02:58:24.639 --> 02:58:28.840
28. That was later. The precatory measures were

02:58:28.840 --> 02:58:33.819
already in place, in effect. And the state was

02:58:33.819 --> 02:58:38.559
applicable. So they carried out this stockholders'

02:58:38.579 --> 02:58:42.659
meeting where they decided to remove the administration,

02:58:43.180 --> 02:58:46.049
the members of the board of directors. to revoke

02:58:46.049 --> 02:58:50.750
powers, to grant new powers, to gain authorization,

02:58:51.450 --> 02:58:54.969
to withdraw the concursive mercantile proceeding,

02:58:56.229 --> 02:59:01.530
to seek protection under the barricade laws of

02:59:01.530 --> 02:59:04.829
the United States, and even to fight for concursive

02:59:04.829 --> 02:59:07.450
mercantile. It's curious, but it is provided

02:59:07.450 --> 02:59:10.409
for under these stockholders' meeting decisions.

02:59:13.850 --> 02:59:18.229
After these stockholders' decisions of March

02:59:18.229 --> 02:59:28.069
28, 2025, Mr. Eduardo Albor filed a civil action

02:59:28.069 --> 02:59:33.610
seeking avoidance of the stockholders' meeting,

02:59:34.770 --> 02:59:40.790
arguing lack of fulfillment of legal requirements

02:59:40.790 --> 02:59:45.690
that those are subject decision by the Mexican

02:59:45.690 --> 02:59:50.850
court, still subjudice. There were granted some

02:59:50.850 --> 02:59:56.469
precultory measures to state the effectiveness

02:59:56.469 --> 03:00:01.790
of the effects of that stockholder meeting. Nobody

03:00:01.790 --> 03:00:07.930
does. And I would like just to clarify, precultory

03:00:07.930 --> 03:00:11.590
measures are like injunction measures in every

03:00:11.590 --> 03:00:15.829
jurisdiction of the world. They keep the status

03:00:15.829 --> 03:00:19.629
quo of a legal situation to preserve the subject

03:00:19.629 --> 03:00:26.090
matter of a dispute to be resolved in the instant

03:00:26.090 --> 03:00:33.350
case, judicial case. And that dispute will be

03:00:33.350 --> 03:00:37.750
decided eventually by the final judgment that

03:00:37.750 --> 03:00:42.959
will determine if it is valid or not. Whatever.

03:00:43.420 --> 03:00:48.500
And the other action that was filed by the new

03:00:48.500 --> 03:00:52.120
administration, let me call it that way, they

03:00:52.120 --> 03:00:57.520
filed an accountability action seeking liabilities,

03:00:58.059 --> 03:01:04.299
responsibility of the performance of the former

03:01:04.299 --> 03:01:08.920
administration, including damages. That action

03:01:08.920 --> 03:01:12.569
is also still pending decision. by a Mexican

03:01:12.569 --> 03:01:15.610
court that has assumed already jurisdiction.

03:01:16.450 --> 03:01:20.950
There are also some provisional measures that

03:01:20.950 --> 03:01:25.309
were granted, and they have been subject to appeals,

03:01:26.110 --> 03:01:29.889
ordinary appeals within the, let's say, civil

03:01:29.889 --> 03:01:33.270
proceedings, and also unparalleled actions. But

03:01:33.270 --> 03:01:38.010
at the end, those two proceedings will have to

03:01:38.010 --> 03:01:44.200
be decided by the court presiding the cases by

03:01:44.200 --> 03:01:48.180
means of final judgment and the thing will be

03:01:48.180 --> 03:01:52.139
it still will be decided upon final judgment

03:01:52.139 --> 03:01:57.379
after all levels of appeal are overcome. Okay,

03:01:57.379 --> 03:01:59.280
and not to get too far into Latin for those of

03:01:59.280 --> 03:02:01.200
us that didn't pay attention in Latin class,

03:02:01.239 --> 03:02:04.280
but you said sub judice. What does that mean?

03:02:04.579 --> 03:02:10.889
Sub judice, this is the the legal procedural

03:02:10.889 --> 03:02:15.209
judicial situation when one dispute is pending

03:02:15.209 --> 03:02:18.829
decision in one court. And does that mean, so

03:02:18.829 --> 03:02:20.149
that I understand, does that mean that the court

03:02:20.149 --> 03:02:22.729
has taken jurisdiction of that matter? The court

03:02:22.729 --> 03:02:27.049
has already taken jurisdiction and that dispute

03:02:27.049 --> 03:02:32.590
has to be decided by the court assuming jurisdiction.

03:02:32.809 --> 03:02:37.329
Yes. And what is your opinion of Mexican courts

03:02:37.760 --> 03:02:40.120
Is that like an invitation for another court

03:02:40.120 --> 03:02:42.399
and another jurisdiction to override what's going

03:02:42.399 --> 03:02:46.620
on? No, it is a universal principle of law that

03:02:46.620 --> 03:02:53.139
while one dispute is subject to a spending decision

03:02:53.139 --> 03:02:57.219
in another jurisdiction, that the court that

03:02:57.219 --> 03:03:01.379
first takes it over or assumes jurisdiction is

03:03:01.379 --> 03:03:18.180
the court that must decide the dispute. I will

03:03:18.180 --> 03:03:20.979
ultimately decide it, but I do think this was

03:03:20.979 --> 03:03:23.799
in his declaration. Your Honor, I believe it

03:03:23.799 --> 03:03:27.280
was too. But let's try to move forward to get

03:03:27.280 --> 03:03:31.040
through this a little bit quicker. So you'd mentioned

03:03:31.040 --> 03:03:33.040
about the fact that there were precautionary

03:03:33.040 --> 03:03:36.420
measures that were entered, and we've heard about

03:03:36.420 --> 03:03:40.739
it with various courts. In the context of the

03:03:40.739 --> 03:03:42.700
recursive mercantile, just so that we're clear,

03:03:43.159 --> 03:03:45.579
are precautionary measures similar to the, do

03:03:45.579 --> 03:03:47.120
they have the similar effect of an automatic

03:03:47.120 --> 03:03:53.920
stay under Chapter 11? Okay. And we heard earlier,

03:03:53.920 --> 03:03:57.540
you mentioned that you believe that the precautionary

03:03:57.540 --> 03:04:00.319
measures were in effect, including with the transfer

03:04:00.319 --> 03:04:03.879
of shares. Did I get that right? Yes. Okay. And

03:04:03.879 --> 03:04:05.600
does that have to do with respect to the type

03:04:05.600 --> 03:04:14.399
of trust at issue here? The warranty trust. And

03:04:14.399 --> 03:04:17.100
I may add something which is important and it

03:04:17.100 --> 03:04:21.639
comes to my mind. It is that these provisions

03:04:21.639 --> 03:04:27.260
under the trust agreement to exercise upon default

03:04:27.260 --> 03:04:33.479
these voting rights of the shares is kind of

03:04:33.479 --> 03:04:37.670
self -administration of justice. that with the

03:04:37.670 --> 03:04:42.629
state has to be state because that's exactly

03:04:42.629 --> 03:04:49.329
what the state is about. State enforcement by

03:04:49.329 --> 03:04:52.969
means of legal action of out -of -court actions,

03:04:53.590 --> 03:04:57.850
private actions. So let me ask you this. So we're

03:04:57.850 --> 03:04:59.790
talking about Controlladora Dolphin filing a

03:04:59.790 --> 03:05:02.569
concurrence of mercantile. Could or should have

03:05:02.569 --> 03:05:04.969
Controlladora Dolphin filed a Chapter 11 in the

03:05:04.969 --> 03:05:09.700
United States? I will say this. I'm one of the

03:05:09.700 --> 03:05:13.280
authors of the modern law on cross -border insolvency

03:05:13.280 --> 03:05:17.680
from Oncitron. And the United States adopted

03:05:17.680 --> 03:05:22.020
the modern law, which is Chapter 15. Mexican

03:05:22.020 --> 03:05:26.159
compulsory law includes the modern law in Title

03:05:26.159 --> 03:05:32.659
12. And if the compulsory mercantile in Mexico

03:05:32.659 --> 03:05:36.610
is prosecuted and wanted to be recognized in

03:05:36.610 --> 03:05:40.510
the United States, it would be recognized and

03:05:40.510 --> 03:05:43.930
be granted all the protection in the United States.

03:05:44.569 --> 03:05:49.629
But here, there is one element that is very important

03:05:49.629 --> 03:05:52.229
in the structure of the modern law, which is

03:05:52.229 --> 03:05:57.129
the coming center of main interest. If the center

03:05:57.129 --> 03:05:59.909
of main interest of the debtor is, for example,

03:05:59.950 --> 03:06:06.159
in Mexico, this Controladora, Dolphin, and the

03:06:06.159 --> 03:06:10.459
Mexican subsidiaries are located in Mexico, and

03:06:10.459 --> 03:06:14.860
their commune is Mexico. Mexican law, by virtue

03:06:14.860 --> 03:06:18.979
of public order, provides that Mexican court

03:06:18.979 --> 03:06:44.500
have exclusive jurisdiction. So what is your

03:06:44.500 --> 03:06:47.020
opinion of how U .S. courts should treat Mexican

03:06:47.020 --> 03:06:49.079
court orders and precautionary measures in the

03:06:49.079 --> 03:07:16.479
context of this dispute? Judicial acts, concursive

03:07:16.479 --> 03:07:19.940
mercantile judgments, reorganization plan under

03:07:19.940 --> 03:07:22.620
the concursive mercantile be recognized in the

03:07:22.620 --> 03:07:25.799
United States. Granting international committee

03:07:25.799 --> 03:07:30.340
under chapter 15. Being in mind that the Mexican

03:07:30.340 --> 03:07:34.100
companies were adjudicated in concursive mercantile

03:07:34.100 --> 03:07:38.500
had their commie center of main interest in Mexico

03:07:38.500 --> 03:07:58.479
and vice versa. If the commie is. And do you

03:07:58.479 --> 03:08:04.079
believe there are any risks inherent in not allowing

03:08:04.079 --> 03:08:09.159
or honoring international comedy in this particular?

03:08:09.450 --> 03:08:14.510
particular context. I would say that under the

03:08:14.510 --> 03:08:17.209
modern law, Chapter 15 of the United States,

03:08:17.690 --> 03:08:23.069
Title 12, Mexican dolphin companies with coming

03:08:23.069 --> 03:08:26.569
in Mexico do not qualify to fight directly in

03:08:26.569 --> 03:08:30.350
the United States for Chapter 11 from the Mexican

03:08:30.350 --> 03:08:32.770
perspective. From the Mexican perspective, I

03:08:32.770 --> 03:08:36.309
understand how the jurisdiction in the United

03:08:36.309 --> 03:08:39.760
States may be assumed even by having one dollar

03:08:39.760 --> 03:08:44.139
in one check in a can. It's incredible and beautiful,

03:08:44.360 --> 03:08:47.860
the system in the United States. But we move

03:08:47.860 --> 03:08:51.079
by rules, and the rule says that. So just so

03:08:51.079 --> 03:08:53.780
I understand, let's assume for a second that

03:08:53.780 --> 03:08:56.139
Controlladoria is properly, or not properly,

03:08:56.219 --> 03:08:58.920
but filed as a debtor in the United States, an

03:08:58.920 --> 03:09:02.239
orders issue from the court. What happens to

03:09:02.239 --> 03:09:05.280
those orders? Do they have to get domesticated,

03:09:05.299 --> 03:09:07.979
for example, in Mexico? I would say that the

03:09:07.979 --> 03:09:13.280
United States has some very incredible weapon.

03:09:14.020 --> 03:09:17.360
Extraterritorial jurisdiction. The wrong arm.

03:09:18.319 --> 03:09:24.280
I wish I had it. But in order to recognize legal

03:09:24.280 --> 03:09:30.319
acts, judicial decisions, those have to be recognized

03:09:30.319 --> 03:09:35.479
in Mexico regarding insolvency under our Title

03:09:35.479 --> 03:09:41.069
12, which is equivalent to chapter 15. It's like

03:09:41.069 --> 03:09:45.430
the executor when one wants to enforce a foreign

03:09:45.430 --> 03:09:51.049
judgment in Mexico or in the United States. Okay,

03:09:51.209 --> 03:09:54.190
and have you had an opportunity to read the declaration

03:09:54.190 --> 03:10:00.790
of Justice Ramos? Justice Doña Margarita? Yes.

03:10:01.069 --> 03:10:04.069
Okay. I'm referred to as Justice. Yeah, I read

03:10:04.069 --> 03:10:07.280
it. I read it. Okay. And is there anything in

03:10:07.280 --> 03:10:09.799
your declaration or testimony here today that

03:10:09.799 --> 03:10:12.920
you think requires a little clarification? Well,

03:10:13.280 --> 03:10:16.040
first of all, I congratulate the former minister

03:10:16.040 --> 03:10:20.040
from her declaration. It's quite interesting.

03:10:20.520 --> 03:10:23.200
It's the view of a former minister, Justice,

03:10:23.620 --> 03:10:27.700
the most prominent judges in our system. But

03:10:27.700 --> 03:10:33.659
I think that there are some views that can be

03:10:33.659 --> 03:10:37.129
complemented. that opinion. And I would say,

03:10:37.629 --> 03:10:41.469
one, about the nature of injunctions in Mexico,

03:10:42.129 --> 03:10:47.170
precarious measures, when given by court order

03:10:47.170 --> 03:10:51.590
ex officio without the participation of the other

03:10:51.590 --> 03:10:54.170
party, but being in mind that the other party

03:10:54.170 --> 03:10:58.649
has a remedy to challenge the injunction, the

03:10:58.649 --> 03:11:03.610
injunction just stay, suspend the effects of

03:11:03.610 --> 03:11:08.879
the act. purported to be kept as status quo.

03:11:09.520 --> 03:11:14.979
The decision about the legality, validity, enforceability,

03:11:15.399 --> 03:11:19.700
and binding of that act, that's exactly the subject

03:11:19.700 --> 03:11:24.399
matter of the eventual decision on the merits

03:11:24.399 --> 03:11:34.359
that may confirm or declare null and void. that

03:11:34.359 --> 03:11:37.979
the appellate, appado, and local court proceedings

03:11:37.979 --> 03:11:40.659
have not proceeded to final resolution at this

03:11:40.659 --> 03:11:45.200
time? No, no. Those two actions we have discussed

03:11:45.200 --> 03:11:49.020
already are pending decision by the exclusive

03:11:49.020 --> 03:11:53.120
jurisdiction of Mexican courts that have already

03:11:53.120 --> 03:11:56.180
taken over these cases. Okay. And do you have

03:11:56.180 --> 03:11:57.959
any concluding thoughts for the court about why

03:11:57.959 --> 03:11:59.899
your opinion should be accepted and relied upon?

03:12:00.440 --> 03:12:03.579
I would say that from the professional point

03:12:03.579 --> 03:12:06.319
of view, and as I stated from the very beginning

03:12:06.319 --> 03:12:09.799
in my declaration, I wanted to share what I have

03:12:09.799 --> 03:12:12.780
learned and experienced in more than 45 years

03:12:12.780 --> 03:12:15.579
of practice. And it's this, what I have told

03:12:15.579 --> 03:12:20.620
you. I have no interest whatsoever of who prevails.

03:12:20.899 --> 03:12:25.200
No, it doesn't matter. I want to have a clear...

03:12:25.200 --> 03:12:29.459
effective insolvency system worldwide. And that's

03:12:29.459 --> 03:12:33.659
what we do in Ocitoral, and I invite you to take

03:12:33.659 --> 03:12:38.299
a look at that. And I think that if these Mexican

03:12:38.299 --> 03:12:42.840
companies having come in Mexico are placed in

03:12:42.840 --> 03:12:45.420
bankruptcy, in insolvency in the United States,

03:12:45.920 --> 03:12:48.899
those proceedings will not be recognized in Mexico

03:12:48.899 --> 03:12:52.520
because of violation, of manifestly violation

03:12:52.520 --> 03:12:56.600
of Mexican public order. and fundamental principles

03:12:56.600 --> 03:13:00.159
of law. Okay, and just one final thing, and this

03:13:00.159 --> 03:13:01.819
is for the court's certification. You'd asked

03:13:01.819 --> 03:13:06.079
earlier about what the meaning of respiratory

03:13:06.079 --> 03:13:09.079
effect is, and I thought maybe we could have

03:13:09.079 --> 03:13:12.280
him take a swing at it, and if you could, just

03:13:12.280 --> 03:13:14.059
try to explain what does respiratory effect mean.

03:13:14.079 --> 03:13:18.180
Yeah, I think that the concept of respiratory

03:13:18.180 --> 03:13:27.180
is the grantic... of the relief sought in a legal

03:13:27.180 --> 03:13:31.579
action in the merits of the subject sent dispute.

03:13:31.920 --> 03:13:38.280
Meaning, if the Mexican court find that the stockholders

03:13:38.280 --> 03:13:41.700
meeting is legal, valid, and binding because

03:13:41.700 --> 03:13:45.959
all the legal requirements and contractual requirements

03:13:45.959 --> 03:13:51.739
were met, fine. It will be confirmed, but. the

03:13:51.739 --> 03:13:55.579
Mexican court finds that that stockholders meeting

03:13:55.579 --> 03:13:59.680
did not meet the standards, the terms and conditions

03:13:59.680 --> 03:14:04.780
agreed upon by the Paris, they will void that

03:14:04.780 --> 03:14:07.920
stockholders meeting and the decisions with the

03:14:07.920 --> 03:14:11.360
virtual effect as it is legally in procedural

03:14:11.360 --> 03:14:17.620
judicial proceedings that it has to be retroactive

03:14:17.620 --> 03:14:22.540
as of the date the stockholders meeting was carried

03:14:22.540 --> 03:14:27.120
out. And it is not consummated. It's not consummated.

03:14:28.059 --> 03:14:32.340
It's, you know, it's virtual. It's the law. We

03:14:32.340 --> 03:14:35.559
cannot see the law. The law is in our thought.

03:14:35.680 --> 03:14:38.239
It's our feeling. It's different. OK, just one

03:14:38.239 --> 03:14:41.100
more question for the benefit of the court, if

03:14:41.100 --> 03:14:44.840
it's a pleaser. What is suspended application?

03:14:45.120 --> 03:14:48.219
What does that mean? Suspended application is

03:14:48.440 --> 03:14:53.760
the request that a party ask a court to state

03:14:53.760 --> 03:14:58.819
some court decision, court act, or some act of

03:14:58.819 --> 03:15:06.219
the authority. In the Amparo action, when a administrative

03:15:06.219 --> 03:15:10.840
act is performed and we consider that it violates

03:15:10.840 --> 03:15:15.979
human rights or fundamental rights, we ask the

03:15:15.979 --> 03:15:23.370
state to suspend. And in the Amparo, there are

03:15:23.370 --> 03:15:26.889
two stages for this state. Suspension provisional,

03:15:27.370 --> 03:15:32.149
which is shorter, and then it comes final state

03:15:32.149 --> 03:15:35.690
or suspension that after a hearing, the court

03:15:35.690 --> 03:15:41.950
decides whether to run it or not. And it is just

03:15:41.950 --> 03:15:46.440
injunction. It's temporary. is limited for a

03:15:46.440 --> 03:15:51.159
certain period of time, and the rules for granting

03:15:51.159 --> 03:15:56.100
a bond or counter bond could be done, but the

03:15:56.100 --> 03:16:00.739
student decision is pending to final decision

03:16:00.739 --> 03:16:04.000
on the merits. Thank you. Your Honor, if I could

03:16:04.000 --> 03:16:12.600
just have a brief minute, I may be done. So I

03:16:12.600 --> 03:16:14.780
do want to clarify one point. You had mentioned

03:16:14.780 --> 03:16:18.180
earlier in your testimony regarding the requirements

03:16:18.180 --> 03:16:21.239
that had to happen with respect to the notice

03:16:21.239 --> 03:16:23.659
of default and things like that. And I want to

03:16:23.659 --> 03:16:27.620
clarify. Is it your understanding that based

03:16:27.620 --> 03:16:34.559
on discussions? Are we going to ignore it like

03:16:34.559 --> 03:17:03.450
we do? Let me find out what's going on. Okay,

03:17:05.309 --> 03:17:07.170
let me see if I can get my question in okay,

03:17:07.489 --> 03:17:11.729
so I just wanted to clarify Do you have you don't

03:17:11.729 --> 03:17:14.270
have personal knowledge of whether or do you

03:17:14.270 --> 03:17:15.850
have knowledge of whether a notice of default

03:17:15.850 --> 03:17:18.670
was ever received by the secretary as you as

03:17:18.670 --> 03:17:21.809
you mentioned in your testimony earlier? The

03:17:21.809 --> 03:17:26.469
first thing or piece of record I asked was the

03:17:26.469 --> 03:17:31.569
notice of default because by meeting the standards

03:17:31.569 --> 03:17:36.309
the contractual standards that may enable entitled

03:17:36.309 --> 03:17:42.139
borrowers beneficiaries to start. Provisions

03:17:42.139 --> 03:17:45.719
under the cross and under the bridge and I was

03:17:45.719 --> 03:17:50.819
not given it and to me it like if it was never

03:17:50.819 --> 03:17:55.520
given okay, and Have you been advised since?

03:17:56.079 --> 03:17:58.440
You've met with counsel whether or not the notice

03:17:58.440 --> 03:18:03.659
of default was recently served I inquired today

03:18:03.659 --> 03:18:08.040
Again insisted on that and I was told that there

03:18:08.040 --> 03:18:14.899
was a communication that was sent by email last

03:18:14.899 --> 03:18:18.319
May, some day, 27th of May, something like that,

03:18:18.979 --> 03:18:23.299
and it was not received by the Secretary of the

03:18:23.299 --> 03:18:26.340
Board of Directors as provided for under the

03:18:26.340 --> 03:18:29.659
trust. And during the period of time that has

03:18:29.659 --> 03:18:32.299
to be done. So your testimony is that you understand

03:18:32.299 --> 03:18:34.379
it wasn't timely received based on information

03:18:34.379 --> 03:18:44.309
that was given to you. Yes. With that... If it

03:18:44.309 --> 03:18:46.389
was received, assuming it was received last week,

03:18:46.510 --> 03:18:49.709
would that be timely notice of the default? Well,

03:18:49.809 --> 03:18:53.670
that will be blocked by the state, by the concursive

03:18:53.670 --> 03:18:56.790
state. Okay. With that, Your Honor, I'd like

03:18:56.790 --> 03:19:12.190
to tend to the witness subject to redirect. Thank

03:19:12.190 --> 03:23:52.139
you. Based upon the testimony during the direct,

03:23:52.260 --> 03:23:54.579
the debtors are going to mark one more document

03:23:54.579 --> 03:23:59.260
as an exhibit. It will be 43. I have copies for

03:23:59.260 --> 03:24:01.159
the witness as well as the court and opposing

03:24:01.159 --> 03:24:26.690
counsel. May I approach? You may. Good afternoon,

03:24:26.809 --> 03:24:31.190
Mr. Oskos. You recall during your testimony during

03:24:31.190 --> 03:24:34.350
direct exam, you testified that one of the fundamental

03:24:34.350 --> 03:24:36.450
first things you did when you got engaged is

03:24:36.450 --> 03:24:39.610
to look to see if notice of default had been

03:24:39.610 --> 03:24:42.809
provided to the barbers. Janice, do you recall

03:24:42.809 --> 03:24:47.510
that testimony? Yes, sir. I've put before you

03:24:47.510 --> 03:24:50.829
debtor's exhibit number 43, letter dated May

03:24:50.829 --> 03:24:56.100
17, 2024, with the title of Ray. Notice of event

03:24:56.100 --> 03:24:58.100
of default and reservation of rights. Do you

03:24:58.100 --> 03:25:02.219
see that? Yes. Let's see if you could turn to

03:25:02.219 --> 03:25:06.959
the second page. Yes. And you see that first

03:25:06.959 --> 03:25:09.000
full paragraph where it says, notices hereby

03:25:09.000 --> 03:25:11.659
given that certain defaults and events of default

03:25:11.659 --> 03:25:14.120
have occurred and are continuing under the senior

03:25:14.120 --> 03:25:16.500
NPA as a result of the Albuquerque's failure

03:25:16.500 --> 03:25:18.879
to comply with certain terms and provisions of

03:25:18.879 --> 03:25:22.879
the senior NPA and other finance documents. Collectively,

03:25:23.059 --> 03:25:25.549
the existing defaults. Including but not limited

03:25:25.549 --> 03:25:28.409
to the existing defaults listed on exhibit a

03:25:28.409 --> 03:25:30.870
attached here, too. Did I read that correctly?

03:25:32.190 --> 03:25:36.049
Yes, if you could turn to the back where it says

03:25:36.049 --> 03:25:40.569
exhibit a Do you see on these next three pages?

03:25:41.530 --> 03:25:48.190
Where exhibit a lists? 19 events of default Yep

03:25:48.190 --> 03:25:53.170
And if you go back to the front of the document

03:25:53.639 --> 03:25:55.979
Do you see how it's addressed to Controladora

03:25:55.979 --> 03:25:59.500
Dolphin? Concepcion Esteban. Do you see that?

03:26:00.200 --> 03:26:05.639
Yes. Ms. Esteban is the Secretary of Controladora,

03:26:05.959 --> 03:26:17.340
correct? Yes. Mr. Oskos, as you sit here today,

03:26:18.200 --> 03:26:24.120
there is no order from any Mexican court. that

03:26:24.120 --> 03:26:27.579
has stated that the March 28, 2025 resolutions

03:26:27.579 --> 03:26:36.020
are not valid and enforceable, correct? What

03:26:36.020 --> 03:26:41.360
happens, and I would like to answer your question,

03:26:42.379 --> 03:26:47.819
saying that that will be precisely the subject

03:26:47.819 --> 03:26:53.479
matter of a decision in the actions brought up.

03:26:53.469 --> 03:26:56.750
that are pending this issue. I understand that's

03:26:56.750 --> 03:26:58.930
your testimony, but if you could just answer

03:26:58.930 --> 03:27:02.430
my question. As you sit here today, there is

03:27:02.430 --> 03:27:06.409
no court order issued by any Mexican court that

03:27:06.409 --> 03:27:10.309
has found that the March 28 -25 resolutions are

03:27:10.309 --> 03:27:15.030
not valid and enforceable, correct? The answer

03:27:15.030 --> 03:27:22.430
to your question is that as a general rule of

03:27:22.430 --> 03:27:31.750
law, civil law is that once a contract or act

03:27:31.750 --> 03:27:38.370
is executed, it is presumed to be valid until

03:27:38.370 --> 03:27:42.809
decision is made to be null and void, if that

03:27:42.809 --> 03:27:49.069
happens. But that is a general presumption. The

03:27:49.069 --> 03:27:52.280
question is not... cannot be answered in the

03:27:52.280 --> 03:27:59.159
way that the storeholders meeting of March 28,

03:27:59.920 --> 03:28:05.420
2025 is valid binding. It's not. It's subject

03:28:05.420 --> 03:28:27.569
to a judicial decision in a final judgment. You

03:28:27.569 --> 03:28:30.670
know? Your Honor, can I instruct Your Honor to

03:28:30.670 --> 03:28:32.870
ask the witness to answer that very particular

03:28:32.870 --> 03:28:34.750
and precise question? Could you please repeat

03:28:34.750 --> 03:28:37.870
the question? Sure. Just, I want to answer. Sure.

03:28:37.989 --> 03:28:41.290
As you sit here, you cannot point to any specific

03:28:41.290 --> 03:28:45.110
court order issued by a Mexican court in which

03:28:45.110 --> 03:28:48.850
that court held the March 28, 2025 resolutions

03:28:48.850 --> 03:28:53.450
are not valid and not enforceable, correct? There

03:28:53.450 --> 03:28:56.049
is a pending decision that will decide that.

03:28:56.190 --> 03:29:00.129
The answer is, there is not yet bad de -qualification

03:29:00.129 --> 03:29:03.850
is because it is subject to a final decision.

03:29:04.229 --> 03:29:08.190
It's sub judici. And meaning sub judici is that

03:29:08.190 --> 03:29:12.549
it is pending to a final decision to determine

03:29:12.549 --> 03:29:17.129
its legal validity and if it is binding legal

03:29:17.129 --> 03:29:21.290
and enforceable. But I cannot answer in an open

03:29:21.290 --> 03:30:06.370
answer. but it's probably just easier. Since

03:30:06.370 --> 03:30:08.729
you've been engaged by Mr. Albert, do you recall

03:30:08.729 --> 03:30:14.489
seeing this document? Yes, this is a translation

03:30:14.489 --> 03:30:20.430
of a judicial order rendered by the I believe

03:30:20.430 --> 03:30:25.389
it is the Second District Court in commercial

03:30:25.389 --> 03:30:30.950
bankruptcy matters Sure fair to say that this

03:30:30.950 --> 03:30:34.709
is an April 14 2025 order of concourse of court.

03:30:34.909 --> 03:30:39.819
Yes If you could turn to page seven of this document.

03:30:42.159 --> 03:30:45.819
Looking at the, so there's, you'll see the one,

03:30:45.819 --> 03:30:47.639
two, three, four, and then three paragraphs.

03:30:47.659 --> 03:30:50.600
Do you see that? Yes. And in the middle paragraph,

03:30:51.500 --> 03:30:53.659
and I'll read it, in this case, public instrument

03:30:53.659 --> 03:31:00.659
number 33 ,553 of March 28th, 2025, and March,

03:31:00.899 --> 03:31:07.239
and 53 of March 28th, 2025. shows the willpower,

03:31:07.420 --> 03:31:09.420
shows the will of the majority shareholders of

03:31:09.420 --> 03:31:14.020
Banco Sociedad, I'm sorry, Your Honor, Institucion

03:31:14.020 --> 03:31:17.899
de Banco Multiple Parenthetical, who also appeared

03:31:17.899 --> 03:31:20.440
in that capacity at the Ordinary General Shareholders'

03:31:20.639 --> 03:31:24.879
Meeting of November 7, 2024, in which the Board

03:31:24.879 --> 03:31:28.079
of Directors was empowered to formally request

03:31:28.079 --> 03:31:30.639
on behalf of the company, before the competent

03:31:30.639 --> 03:31:33.659
authorities and agencies, its declaration of

03:31:33.659 --> 03:31:36.479
insolvency. conciliation stage and parenthetical

03:31:36.479 --> 03:31:39.540
to withdraw from the insolvency proceeding being

03:31:39.540 --> 03:31:42.639
fully empowered to do so. Did I read that correctly?

03:31:43.639 --> 03:31:45.959
That's what it says, yes, you. That's the reading.

03:31:46.659 --> 03:31:48.940
Your Honor, I have no further questions. But

03:31:48.940 --> 03:31:50.760
I would like to clarify something. Your Honor,

03:31:50.760 --> 03:32:01.899
I have no pending question. Mr. Oskos, what did

03:32:01.899 --> 03:32:04.670
you want to clarify? Yes, I wanted to clarify

03:32:04.670 --> 03:32:07.889
because I first of all, I thank you for the question

03:32:07.889 --> 03:32:11.649
because I asked myself about this and the answer

03:32:11.649 --> 03:32:18.610
to me is that when this motion to withdraw was

03:32:18.610 --> 03:32:22.290
not explained and stated with all the facts surrounding

03:32:22.290 --> 03:32:27.250
the issue of why this was this decision to withdraw

03:32:27.250 --> 03:32:31.270
or this authorization to withdraw was made so

03:32:31.270 --> 03:32:35.940
in general I would say that the motion should

03:32:35.940 --> 03:32:39.579
tell the court the circumstances surrounding

03:32:39.579 --> 03:32:42.620
this petition because it's just, I withdraw,

03:32:42.760 --> 03:32:46.280
I have authority to withdraw, period. So it is

03:32:46.280 --> 03:32:49.379
more complex because concursive mercantile cases

03:32:49.379 --> 03:32:53.040
is not only the interest of creditors, it's the

03:32:53.040 --> 03:32:56.840
interest of all the group of creditors, meaning

03:32:56.840 --> 03:33:01.340
all labor, tax, suppliers, financing, everything.

03:33:02.180 --> 03:33:05.040
Perhaps if the bankruptcy court were aware of

03:33:05.040 --> 03:33:08.000
the circumstances, otherwise had ruled, perhaps

03:33:08.000 --> 03:33:11.540
it will not admit this withdrawal. That's only

03:33:11.540 --> 03:33:15.459
my concern. Thank you. So one more question.

03:33:16.000 --> 03:33:20.139
Just referring to Exhibit 43, which is this letter

03:33:20.139 --> 03:33:28.180
that you were just showing. Do you see it? Yes.

03:33:28.440 --> 03:33:30.180
Do you see anywhere in this letter proof that

03:33:30.180 --> 03:33:33.020
it was served timely? Well, first of all, it

03:33:33.020 --> 03:33:38.219
is dated May 17, 2024, long before, long, long

03:33:38.219 --> 03:33:41.079
before. And it has not acknowledged receipt.

03:33:42.139 --> 03:33:46.120
And, you know, in my practice, I will object

03:33:46.120 --> 03:33:48.920
this document because it's not authentic document.

03:33:49.379 --> 03:33:53.479
It has no proof of any evidence of being true

03:33:53.479 --> 03:33:56.760
and authentic, even the date and the content.

03:33:59.159 --> 03:34:08.860
No further questions, Your Honor. Thank you very

03:34:08.860 --> 03:35:33.479
much. Thank you. Yes. Yes, I do. Eduardo Albor,

03:35:34.040 --> 03:35:42.459
A -L -B -O -R. Thank you very much. Thank you,

03:35:42.500 --> 03:35:45.600
Mr. Albor. Has the translator been sworn in too?

03:35:45.860 --> 03:35:51.239
Yes. Good afternoon, Mr. Albor. Good afternoon.

03:35:52.520 --> 03:35:55.909
Okay, so just as a ground keeping thing, You

03:35:55.909 --> 03:35:57.889
understand you have a translator here available

03:35:57.889 --> 03:36:01.090
for you to use, correct? Oh, yes. And you believe

03:36:01.090 --> 03:36:02.829
that you'll be able to answer questions for the

03:36:02.829 --> 03:36:05.049
most part in English, is that right? I'll do

03:36:05.049 --> 03:36:07.389
my best. OK. And if you get into difficulty,

03:36:07.450 --> 03:36:09.469
you'll let us know so that we can get the translation.

03:36:10.110 --> 03:36:12.389
You agree to that? Yes, thank you. Thank you.

03:36:14.590 --> 03:36:16.250
Mr. Albor, you've given us your name. What is

03:36:16.250 --> 03:36:20.129
your current position and role with Controladora

03:36:20.129 --> 03:36:24.959
Dolphin? I am the... President of the concert

03:36:24.959 --> 03:36:29.120
administration That's the position in the company

03:36:29.120 --> 03:36:34.440
and I'm responsible for The CEO of the company

03:36:34.440 --> 03:36:39.180
Can you perceive can you describe your professional

03:36:39.180 --> 03:36:42.059
background and experience in business and law?

03:36:43.659 --> 03:36:48.479
Well, I attended the law school And I that is

03:36:48.479 --> 03:36:51.059
in Mexico then I had the opportunity also to

03:36:51.059 --> 03:36:55.229
do some additional preparation in Philadelphia.

03:36:55.930 --> 03:37:01.209
And I also practiced as a lawyer until I joined

03:37:01.209 --> 03:37:04.989
the company, which is Dolphin Discovery. That

03:37:04.989 --> 03:37:11.270
happened at the end of 1998. And then I took

03:37:11.270 --> 03:37:15.149
the position of the director of the company since

03:37:15.149 --> 03:37:18.049
January 1999. That's about 30 years you've been

03:37:18.049 --> 03:37:19.909
involved, or a little bit less, with Dolphin

03:37:19.909 --> 03:37:23.040
Company? Ask your question again. Yeah, so how

03:37:23.040 --> 03:37:26.260
many years have you been involved with the dolphin

03:37:26.260 --> 03:37:36.500
companies? Now 27. And do you have any other

03:37:36.500 --> 03:37:39.899
recognitions with respect to, like, for example,

03:37:40.000 --> 03:37:44.760
Romania? With respect to? Romania. Ah, well,

03:37:44.840 --> 03:37:49.159
actually, yes, I'm the honorary consul for Romania

03:37:49.159 --> 03:37:53.540
in... in Quintana Roo and Yucatan, the states.

03:37:56.139 --> 03:37:58.940
That's something that has been like for eight

03:37:58.940 --> 03:38:01.819
years. Okay. And are you any kind of regional

03:38:01.819 --> 03:38:05.540
board with respect to BBVA Mexico? Actually,

03:38:05.600 --> 03:38:08.459
I was invited to become member of the regional

03:38:08.459 --> 03:38:12.879
board for BBVA since seven, eight years. And

03:38:12.879 --> 03:38:17.979
what is BBVA? It's the bank, it's an international

03:38:17.979 --> 03:38:23.579
bank. Can you tell the court a little bit about

03:38:23.579 --> 03:38:25.579
the history of Dolphin Group and how it has grown

03:38:25.579 --> 03:38:47.229
under your leadership? Turkey International.

03:38:47.229 --> 03:38:50.170
We opened our first business, our first location

03:38:50.170 --> 03:38:55.209
in the British Virgin Island. That was in 2003.

03:38:56.290 --> 03:39:02.370
Then we had our first acquisition, which was

03:39:02.370 --> 03:39:08.049
a park in Hawaii. We bought it in 2005. And then

03:39:08.049 --> 03:39:12.409
we continue growing with our own resources. The

03:39:12.409 --> 03:39:15.590
company... actually was the first company with

03:39:15.590 --> 03:39:18.510
the Dolphins that went international. We went

03:39:18.510 --> 03:39:21.629
and expanded the business in the Caribbean, expanded

03:39:21.629 --> 03:39:28.030
the business in Europe, and then the company

03:39:28.030 --> 03:39:34.110
grew by itself with its own resources until 2015

03:39:34.110 --> 03:39:42.090
when we had our first financing. We issue a note

03:39:42.090 --> 03:39:48.649
for $115 million with a company called MGG Investments.

03:39:48.909 --> 03:39:54.530
That was in 2015. With that money we bought one

03:39:54.530 --> 03:39:59.850
park in the United States. We bought the other

03:39:59.850 --> 03:40:03.250
one park, the first park in Italy. And then we

03:40:03.250 --> 03:40:08.530
bought the business, the whole business, the

03:40:08.530 --> 03:40:12.760
dolphin business in Jamaica. So with those acquisitions

03:40:12.760 --> 03:40:19.440
basically we became an international company

03:40:19.440 --> 03:40:23.600
and we were really successful with this growth

03:40:23.600 --> 03:40:33.879
to the point that in 2019 we restructured our

03:40:33.879 --> 03:40:38.260
debt and this when potentially 2019 body notes

03:40:38.459 --> 03:40:42.739
we have reduced the debt from 115 to 100 million

03:40:42.739 --> 03:40:49.100
and I want to point out that we never fail in

03:40:49.100 --> 03:40:51.479
the payment of our interest or in the payment

03:40:51.479 --> 03:40:57.159
of our obligations with MGG investors but I give

03:40:57.159 --> 03:41:01.420
it to that we were I mean that we showed that

03:41:01.420 --> 03:41:05.159
we could fulfill our obligations with structure

03:41:05.159 --> 03:41:09.840
and And we improved our conditions, like the

03:41:09.840 --> 03:41:12.219
interest rates and all that. We improved our

03:41:12.219 --> 03:41:17.659
financial conditions and we won 2019 potential

03:41:17.659 --> 03:41:23.159
made investment. And with that, that gave us

03:41:23.159 --> 03:41:26.139
the opportunity, we will reduce our cost of financing

03:41:26.139 --> 03:41:28.840
to even make additional acquisitions. We bought

03:41:28.840 --> 03:41:32.280
two more parts in, two other parts in Italy,

03:41:33.280 --> 03:41:40.120
another business in Dominican Republic. So we

03:41:40.120 --> 03:41:44.399
expanded our business. The refinancing was in

03:41:44.399 --> 03:41:49.760
April 19, and we made these acquisitions. And

03:41:49.760 --> 03:41:52.260
with these acquisitions, with the reduction of

03:41:52.260 --> 03:41:55.639
cost, we were prepared to have the best year

03:41:55.639 --> 03:41:59.860
of the company in 2020, until March 2020. And

03:41:59.860 --> 03:42:02.950
what happened in March 2020? I mean something

03:42:02.950 --> 03:42:05.350
that I never had thought was going to happen

03:42:05.350 --> 03:42:09.149
because my strategy, my strategy in the business

03:42:09.149 --> 03:42:12.510
is to make it global. So like we say, don't have

03:42:12.510 --> 03:42:15.649
all the eggs in the same nest. I mean, we're

03:42:15.649 --> 03:42:19.649
exposed to hurricanes, we're exposed to, we're

03:42:19.649 --> 03:42:22.149
in Latin American countries, situations that

03:42:22.149 --> 03:42:24.329
the exchange raised. We're exposed to many things

03:42:24.329 --> 03:42:27.170
that I thought, well, I mean, it can never happen

03:42:27.170 --> 03:42:30.350
that something happens in the world that I have

03:42:30.350 --> 03:42:33.469
to stop my business. What happened? I mean, I

03:42:33.469 --> 03:42:38.690
never thought, but on March, I think it was Friday,

03:42:38.729 --> 03:42:43.870
March 13th, we closed all the business one day,

03:42:45.670 --> 03:42:50.309
and because of the COVID, and that was an unexpected

03:42:50.309 --> 03:42:52.350
situation. Okay, well, we'll talk about that

03:42:52.350 --> 03:42:54.909
a little bit, more in a little bit. You mentioned

03:42:54.909 --> 03:42:56.709
before that when you got involved with the company,

03:42:56.770 --> 03:42:58.690
I think you said there were 60 or 70 employees,

03:42:58.690 --> 03:43:03.309
is that right? Yeah, 60. And I'd ask you, as

03:43:03.309 --> 03:43:04.610
of the time that you filed - No, no, no, let

03:43:04.610 --> 03:43:06.770
me correct. 60 employees. 60 employees? No, it

03:43:06.770 --> 03:43:09.110
was - Dolphins, we had like 12 Dolphins and 60

03:43:09.110 --> 03:43:12.049
employees, yeah. Okay. And as of the time that

03:43:12.049 --> 03:43:15.649
you filed for Concurso Mercantil in Mexico, how

03:43:15.649 --> 03:43:17.909
many employees did the Dolphin Group employ at

03:43:17.909 --> 03:43:22.250
that time? More than 2 ,000 employees. More than

03:43:22.250 --> 03:43:24.409
2 ,000, 2 ,200, something like that. And you

03:43:24.409 --> 03:43:27.190
started with 12 Dolphins. How many Dolphins do

03:43:27.190 --> 03:43:29.149
you estimate you had when you filed for Concurso

03:43:29.149 --> 03:43:35.239
Mercantil? Around 300 Dolphins. What steps has

03:43:35.239 --> 03:43:37.340
Dolphin Group taken under your leadership to

03:43:37.340 --> 03:44:02.930
ensure the welfare of marine animals? are the

03:44:02.930 --> 03:44:05.110
people in charge like that, like vets or trainers,

03:44:05.790 --> 03:44:08.510
they have open communication with our competitors.

03:44:09.270 --> 03:44:11.110
When there is anything about the animal, even

03:44:11.110 --> 03:44:13.049
if it's our competitor, business competitor,

03:44:13.729 --> 03:44:18.430
they can go and help them, because animal healthcare

03:44:18.430 --> 03:44:21.450
is the first. And that's a commitment that we

03:44:21.450 --> 03:44:24.709
have, and that is what has made us to become

03:44:24.709 --> 03:44:28.590
not only the largest company in numbers, the

03:44:28.590 --> 03:44:31.940
largest company number of marine mamas, But we've

03:44:31.940 --> 03:44:37.739
been always leading with respect to animal care,

03:44:38.540 --> 03:44:40.860
animal well -being, anything related to marine

03:44:40.860 --> 03:44:44.000
mammals. The company has become like a reference.

03:44:44.559 --> 03:44:47.579
I'm curious, is the dolphin group, is it just

03:44:47.579 --> 03:44:50.299
a dolphin welfare company? I mean, what kind

03:44:50.299 --> 03:44:54.219
of company is it? Well, that's a very good point.

03:44:54.659 --> 03:44:58.559
Our, that's a very good point. The company is

03:44:58.559 --> 03:45:01.799
about making people swim with the dolphins and

03:45:01.799 --> 03:45:04.100
interact with animals. And this is something

03:45:04.100 --> 03:45:08.559
that has a component of educational, showing

03:45:08.559 --> 03:45:11.299
the people, especially families and children,

03:45:11.979 --> 03:45:15.100
the commitment with the animal cares and the

03:45:15.100 --> 03:45:17.860
commitment with the environment. So basically,

03:45:18.559 --> 03:45:22.979
we give experiences to the people of interacting

03:45:22.979 --> 03:45:26.940
with the animals. And obviously, all the people

03:45:26.940 --> 03:45:28.799
who come to our location to swim with dolphins

03:45:28.799 --> 03:45:31.790
is people who love animals. I mean, animal laws,

03:45:32.229 --> 03:45:35.010
mainly families, and they always care and look,

03:45:35.069 --> 03:45:37.430
hey, how you treat the animals, how the animals

03:45:37.430 --> 03:45:40.350
were taken care of. It's people that ask questions,

03:45:40.489 --> 03:45:45.569
and we want to show them how by taking care of

03:45:45.569 --> 03:45:48.629
the animals, you are taking care of the environment.

03:45:49.129 --> 03:45:51.010
And from a business perspective, is it a good

03:45:51.010 --> 03:45:53.430
idea to be mistreating the dolphins and the other

03:45:53.430 --> 03:45:58.110
marine animals that you have? Well, we don't

03:45:58.110 --> 03:46:03.399
look at this strict business. I have to tell

03:46:03.399 --> 03:46:06.020
you, from my perspective, this is what I have

03:46:06.020 --> 03:46:09.180
tried to deliver to the people who work in this

03:46:09.180 --> 03:46:11.659
company. It's beyond business. It's beyond a

03:46:11.659 --> 03:46:14.399
commitment. It's a mission that we have. And

03:46:14.399 --> 03:46:18.420
then business come by itself. And so, just so

03:46:18.420 --> 03:46:20.360
I understand, how important is it to your business

03:46:20.360 --> 03:46:22.799
model to ensure that the marine animals under

03:46:22.799 --> 03:46:24.979
your care are taken care of? That's top priority.

03:46:25.520 --> 03:46:28.340
That's top priority. And for example, do you

03:46:28.340 --> 03:46:31.180
have like, do you do wild captures of dolphins?

03:46:32.319 --> 03:46:36.260
Not at all. I mean, this is something that, I

03:46:36.260 --> 03:46:39.579
mean, I don't remember what was that we ever

03:46:39.579 --> 03:46:43.159
did, but it's all about natural breeding. It's

03:46:43.159 --> 03:46:46.379
a natural breed of our own animals. And you did

03:46:46.379 --> 03:46:50.719
mention that you've had veterinary staff, veterinarians

03:46:50.719 --> 03:46:53.579
on staff to ensure that the animal welfare is

03:46:53.579 --> 03:46:57.959
taken care of? We have a very well -structured

03:46:57.959 --> 03:47:03.379
group of vets. Actually, there is one vet in

03:47:03.379 --> 03:47:09.479
each location. Each location has a vet. I want

03:47:09.479 --> 03:47:12.379
to say, depending on the size of the location,

03:47:12.579 --> 03:47:15.719
a junior or a senior vet. And then by group,

03:47:16.219 --> 03:47:19.879
they have to, any situation, they have to speak

03:47:19.879 --> 03:47:23.000
between themselves. And then they have a chief

03:47:23.000 --> 03:47:26.520
vet. corporate bet that basically supervises

03:47:26.520 --> 03:47:30.979
regional bits supervises local bits with the

03:47:30.979 --> 03:47:36.000
idea that each location has to have in place

03:47:36.000 --> 03:47:40.520
a bit to make decisions Recurrent decisions,

03:47:40.520 --> 03:47:44.819
but any situation they have to speak with between

03:47:44.819 --> 03:47:48.579
themselves and not only that sometimes they even

03:47:48.579 --> 03:47:51.739
make groups of committees that they speak with

03:47:51.739 --> 03:47:53.639
vets from other entities, from other companies

03:47:53.639 --> 03:47:58.920
like Seawall, Shedd Aquarium, Georgia Aquarium,

03:47:59.319 --> 03:48:03.159
and they have committees that exchanges experiences.

03:48:03.319 --> 03:48:05.760
You mentioned you have a chief veterinary officer,

03:48:05.760 --> 03:48:10.120
is that right? Yes, we do. What's his name? Dr.

03:48:10.360 --> 03:48:15.639
Guillermo Sanchez. Just as a housekeeping matter,

03:48:15.840 --> 03:48:18.860
let's, if you could, flip to exhibit H in your

03:48:18.860 --> 03:48:39.180
binder. The part one? H. Document 88? That's

03:48:39.180 --> 03:48:46.540
right. Okay. You recognize this document? Yes,

03:48:46.559 --> 03:48:50.120
I see it. What is it? It's a verified document.

03:48:50.750 --> 03:48:55.569
my verified response to deputies' motion. Okay.

03:48:56.110 --> 03:48:57.889
And did you review this before it was filed?

03:48:58.709 --> 03:49:03.170
Yes. And do you recall signing this document

03:49:03.170 --> 03:49:07.049
with a verification? Yes, I did. Did you understand

03:49:07.049 --> 03:49:08.829
that when you signed that verification, you were

03:49:08.829 --> 03:49:11.309
signing under penalty of perjury? Yes, indeed.

03:49:11.350 --> 03:49:13.790
Under the laws of the United States? Yes, indeed.

03:49:14.629 --> 03:49:17.510
Okay. And could you also take a look at, real

03:49:17.510 --> 03:49:47.950
quickly, at Exhibit E? Which page is it? It says

03:49:47.950 --> 03:50:00.549
page 6 of law. Which page? Let's take a look

03:50:00.549 --> 03:50:04.670
at a document. It's got a docket 87 on the top.

03:50:04.709 --> 03:50:06.909
Do you recognize this document? Now we are in

03:50:06.909 --> 03:50:10.069
tab E? Tab E. I hear you, Steven. I'm sorry.

03:50:10.790 --> 03:50:13.510
Yes, tab E. Tab E. So do you recognize this document?

03:50:14.430 --> 03:50:20.110
Yes. What is it? This is also Eduardo verified

03:50:20.110 --> 03:50:24.930
response to dentist's motion for entry. That's

03:50:24.930 --> 03:50:27.049
document 87. Did you read this document before

03:50:27.049 --> 03:50:32.120
it was filed? Yes, I did. Do you recall signing

03:50:32.120 --> 03:50:33.920
this particular document with a verification

03:50:33.920 --> 03:50:37.280
at the back? Yes, I do. Do you understand that

03:50:37.280 --> 03:50:38.860
you were signing this document under penalty

03:50:38.860 --> 03:50:40.979
of perjury under the laws of the United States

03:50:40.979 --> 03:50:44.120
of America? Yes, I do. With respect to these

03:50:44.120 --> 03:50:47.100
two exhibits that I've shown you, E and H, you

03:50:47.100 --> 03:50:50.180
understand you're only verifying factual statements.

03:50:50.379 --> 03:50:51.959
You cannot apply them to law. Do you understand

03:50:51.959 --> 03:50:57.180
that correct? I do. Now, we were talking a few

03:50:57.180 --> 03:50:59.639
moments ago... before about the Chief Veterinary

03:50:59.639 --> 03:51:04.299
Officer. Are any kind of health reports provided

03:51:04.299 --> 03:51:06.579
with respect to the care of the dolphins on any

03:51:06.579 --> 03:51:10.399
kind of periodic basis? Could you ask the question

03:51:10.399 --> 03:51:13.159
again, please? Sure. We were talking about the

03:51:13.159 --> 03:51:16.139
Chief Veterinary Officer and he's in charge of

03:51:16.139 --> 03:51:18.899
the health of the dolphins. And so what I'm asking,

03:51:19.299 --> 03:51:21.680
are there any kind of reports that are generated

03:51:21.680 --> 03:51:24.959
with respect to the health of the dolphins on

03:51:24.959 --> 03:51:28.100
any kind of basis, like weekly, monthly? Something

03:51:28.100 --> 03:51:32.920
like that. From the chief legal vet? From the

03:51:32.920 --> 03:51:35.780
chief veterinary officer, yes. From the chief

03:51:35.780 --> 03:51:40.620
vet? Yes. Well, I mean, yes. He just did several

03:51:40.620 --> 03:51:44.180
reports, but at least he sends me a weekly report.

03:51:45.159 --> 03:51:48.899
That's, I mean, could be even a special situation

03:51:48.899 --> 03:51:52.180
that he sends me a report when that happens.

03:51:52.620 --> 03:51:55.700
But otherwise he has to send me every Friday

03:51:55.700 --> 03:52:01.090
a weekly report. on the healthy status of any

03:52:01.090 --> 03:52:06.209
animal that has is under any treatment. And do

03:52:06.209 --> 03:52:09.790
you personally review these health updates for

03:52:09.790 --> 03:52:14.450
animals that are at your facilities? I do. And

03:52:14.450 --> 03:52:16.690
to your knowledge, have the marine mammals under

03:52:16.690 --> 03:52:20.290
your care at the entities you possess and control

03:52:20.290 --> 03:52:25.209
received ongoing veterinary oversight? Yes, actually

03:52:25.209 --> 03:52:29.280
the report I mean, it is same to me as the chairman

03:52:29.280 --> 03:52:32.620
of the committee. We have a committee where there

03:52:32.620 --> 03:52:38.680
is the vets, senior vets of each region and the

03:52:38.680 --> 03:52:44.139
people, the director of the regional parks, which

03:52:44.139 --> 03:52:47.719
is Mexico, Caribbean, United States and Italy.

03:52:48.100 --> 03:52:50.219
So the report goes to all of them as well. And

03:52:50.219 --> 03:52:52.260
are there formal systems in place to monitor

03:52:52.260 --> 03:52:54.579
the aging animals and those with medical conditions?

03:52:55.190 --> 03:53:00.190
Yes, there are also some internal reports that

03:53:00.190 --> 03:53:03.069
the trainers, especially the senior trainers,

03:53:04.209 --> 03:53:08.209
send to the vets, to the local vets. And they

03:53:08.209 --> 03:53:11.569
have to report because the vets are the people

03:53:11.569 --> 03:53:18.889
who review on a weekly basis the diet of each

03:53:18.889 --> 03:53:22.129
animal. Each animal has a special diet depending

03:53:22.129 --> 03:53:24.229
on the season, depending on whether it's... the

03:53:24.229 --> 03:53:26.670
gender, depending on the age, depending if it's

03:53:26.670 --> 03:53:29.790
pregnant and so on. And the trainers have to

03:53:29.790 --> 03:53:34.809
report sometimes changes or suggest changes based

03:53:34.809 --> 03:53:39.809
on certain special situations. But that's a very

03:53:39.809 --> 03:53:44.069
interactive communication and beyond reports,

03:53:44.610 --> 03:53:47.110
I mean any situation they immediately get in

03:53:47.110 --> 03:53:49.430
communication. Okay, so what I'd like you to

03:53:49.430 --> 03:53:51.469
do now and to speed this up we're going to look

03:53:51.469 --> 03:53:54.299
at a few quickly. But I'd like you to take a

03:53:54.299 --> 03:53:58.579
look at your binder at exhibit L. And you can

03:53:58.579 --> 03:54:02.940
go through L, M, N, O, P, and Q. And just look

03:54:02.940 --> 03:54:13.239
at those briefly. Take one as an example shortly.

03:54:16.340 --> 03:54:25.090
You can get all the way up to Q. Okay, so without

03:54:25.090 --> 03:54:27.829
going through each one, are all of these documents

03:54:27.829 --> 03:54:33.170
similar types of medical records? That is an

03:54:33.170 --> 03:54:37.649
executive. This is an executive report of the

03:54:37.649 --> 03:54:41.530
committee. It is, which is the one that I receive

03:54:41.530 --> 03:54:45.069
every Friday. You have to keep in mind that it's

03:54:45.069 --> 03:54:50.510
a report, it's a medical report, executive, not

03:54:50.510 --> 03:54:54.170
for beds. Okay. So let's take a look at L, if

03:54:54.170 --> 03:54:57.170
you would. And I'd like you to look at that front

03:54:57.170 --> 03:55:02.110
page. And this title says Medical Report for

03:55:02.110 --> 03:55:05.049
All Marine Mammals Located in All Habitats of

03:55:05.049 --> 03:55:09.430
Dolphin Company in Mexico. You see that? And

03:55:09.430 --> 03:55:13.510
what's the date of this particular report? The

03:55:13.510 --> 03:55:18.209
one dated May 6? Yes. May 6, right? Which is

03:55:18.209 --> 03:55:20.379
your question? I was just asking what the date

03:55:20.379 --> 03:55:25.139
was. Okay. And it shows on here for the facilities,

03:55:25.840 --> 03:55:30.000
these are the facilities where the dolphins are

03:55:30.000 --> 03:55:34.680
that are under your possession and care? This

03:55:34.680 --> 03:55:38.780
is the least facilities in Mexico. Okay. And

03:55:38.780 --> 03:55:41.180
we also see there's a list of veterinarian lab

03:55:41.180 --> 03:55:43.579
team. And are these the regional veterinarians

03:55:43.579 --> 03:55:46.260
that you were speaking to before? Correct, in

03:55:46.260 --> 03:55:50.430
Mexico. Okay. One in each location. Okay. And

03:55:50.430 --> 03:55:53.049
then also we see that there's a list of individuals

03:55:53.049 --> 03:55:57.209
and species in our care. Correct. And then it

03:55:57.209 --> 03:56:01.049
also has a report about the preventative medicine

03:56:01.049 --> 03:56:04.290
program. Do you see that? Correct. So let's just

03:56:04.290 --> 03:56:06.010
talk about the preventative medicine program.

03:56:06.030 --> 03:56:09.270
What's that about? Yes. What I was explaining,

03:56:09.870 --> 03:56:15.229
there is a... It's better to do together with

03:56:15.229 --> 03:56:18.450
the trainer daily. examination in the morning

03:56:18.450 --> 03:56:20.770
of the dolphins. It may happen something during

03:56:20.770 --> 03:56:24.489
the night and say, hey, this animal is now looking

03:56:24.489 --> 03:56:27.170
different and they, I mean, this is on a daily

03:56:27.170 --> 03:56:29.209
basis. That's between them. That's one of the

03:56:29.209 --> 03:56:33.049
reports, which I don't get. That's okay. And

03:56:33.049 --> 03:56:36.090
if you flip to the backside of that page on L,

03:56:36.930 --> 03:56:39.889
you'll see current health status. You see that?

03:56:40.010 --> 03:56:43.829
Yes. So as of May 6th, this is the health status

03:56:43.829 --> 03:56:47.110
of the marine animals. in your care, correct?

03:56:48.409 --> 03:56:51.969
And we see a name at the bottom. What name is

03:56:51.969 --> 03:57:01.430
that down there with the signature? The chief

03:57:01.430 --> 03:57:03.030
veterinary officer that you spoke of moments

03:57:03.030 --> 03:57:15.819
ago, correct? So go to tab M. And I'm not going

03:57:15.819 --> 03:57:17.979
to ask about all of these, but are these specific

03:57:17.979 --> 03:57:25.219
reports on actual named dolphins? And it's telling

03:57:25.219 --> 03:57:27.280
what the issues are. Why don't you tell me what

03:57:27.280 --> 03:57:30.399
it reflects about these dolphins, generally?

03:57:30.659 --> 03:57:32.719
Generally, I mean, this is what I was telling

03:57:32.719 --> 03:57:37.120
you, a weekly report. And the weekly report is

03:57:37.120 --> 03:57:40.440
even a follow -up of the prior weeks. So any

03:57:40.440 --> 03:57:43.399
situation, if there's a follow -up, it comes

03:57:43.399 --> 03:57:45.860
to the weekly report. or if there is any new

03:57:45.860 --> 03:57:48.260
situation, it comes. Again, this is a weekly

03:57:48.260 --> 03:57:52.360
basis, and it includes any health situation of

03:57:52.360 --> 03:57:55.719
any dolphin in any location, not only Mexico,

03:57:56.420 --> 03:57:59.159
in the Caribbean, in the U .S., or in Italy.

03:57:59.219 --> 03:58:01.760
Okay. And the only difference, really, between

03:58:01.760 --> 03:58:06.420
M, N, O, P, and Q is just the date? Correct.

03:58:06.579 --> 03:58:09.520
It's a weekly report. Okay. And what do you do

03:58:09.520 --> 03:58:11.840
once you get this report? What do you do with

03:58:11.840 --> 03:58:15.799
that information? Well basically reviewed and

03:58:15.799 --> 03:58:18.739
if there is if there is if I see any special

03:58:18.739 --> 03:58:24.239
situation I Put you an example just last Friday.

03:58:24.239 --> 03:58:29.559
I mean in the last report The chief vet mentioned

03:58:29.559 --> 03:58:33.620
that we are implementing special program for

03:58:33.620 --> 03:58:38.979
vet no for for Dolphins that are becoming senior

03:58:38.979 --> 03:58:45.360
of age and they're added additional So basically

03:58:45.360 --> 03:58:50.780
when I reviewed this, I began a discussion of

03:58:50.780 --> 03:58:55.340
relocating them in one location. So if I see

03:58:55.340 --> 03:58:58.540
any special situation, then I immediately get

03:58:58.540 --> 03:59:01.700
in touch with the vet to see how it is treated.

03:59:02.500 --> 03:59:04.379
Okay, and with respect to the marine animals

03:59:04.379 --> 03:59:06.920
under your care and control, are you required

03:59:06.920 --> 03:59:09.780
to follow any state or local regulations in Mexico

03:59:09.780 --> 03:59:11.700
regarding their health, safety, and welfare?

03:59:14.120 --> 03:59:17.860
I ask the question again. Sure. So with respect

03:59:17.860 --> 03:59:20.159
to the marine animals in your care, the dolphins

03:59:20.159 --> 03:59:23.979
in your care, are you required to follow any

03:59:23.979 --> 03:59:27.719
state, like say Quintana Roo, any state or local

03:59:27.719 --> 03:59:31.260
regulations, say Cancun, regarding their health,

03:59:31.459 --> 03:59:34.959
safety and welfare? Well, there are indeed local

03:59:34.959 --> 03:59:37.559
and federal regulations. Federal, okay. Federal

03:59:37.559 --> 03:59:40.639
regulations mainly. We have to file also report

03:59:40.639 --> 03:59:42.819
to the federal level. Is that similar to the

03:59:42.819 --> 03:59:44.920
type of reports that you had with the USDA at

03:59:44.920 --> 03:59:49.819
the U .S. based facilities? It is similar. It

03:59:49.819 --> 03:59:52.579
is similar reports. Even more complex in Mexico.

03:59:53.680 --> 03:59:57.799
Okay. And what regulatory agencies provide regulations

03:59:57.799 --> 03:59:59.799
with respect to marine animals in your care in

03:59:59.799 --> 04:00:02.639
Mexico? This is called CEMARDAD, the Minister

04:00:02.639 --> 04:00:06.260
of Environment. And to your knowledge, are you

04:00:06.260 --> 04:00:09.340
in compliance with your regulatory obligations

04:00:09.340 --> 04:00:11.739
in Mexico regarding the health, safety, and welfare

04:00:11.739 --> 04:00:14.000
of the marine animals under your care and control?

04:00:14.479 --> 04:00:17.979
Definitely. Otherwise, we get our license suspended.

04:00:21.700 --> 04:00:24.180
Can you explain to the court how you intend to

04:00:24.180 --> 04:00:26.659
care for the health, safety, and welfare of the

04:00:26.659 --> 04:00:29.579
marine animals in your care and control while

04:00:29.579 --> 04:00:32.540
the corporate governance dispute is being addressed?

04:00:39.939 --> 04:00:44.440
Can you explain to the court how you intend to

04:00:44.440 --> 04:00:48.780
care for the health, safety and welfare of the

04:00:48.780 --> 04:00:51.559
marine animals in your possession and control

04:00:51.559 --> 04:00:54.280
while the corporate governance dispute is being

04:00:54.280 --> 04:01:05.379
addressed? And by the way, let me tell you, this

04:01:05.379 --> 04:01:07.780
weekly report, including the one last Friday,

04:01:09.200 --> 04:01:12.379
the weekly report on the company, it is still

04:01:12.379 --> 04:01:16.379
going to the regional director in USA and Italy

04:01:16.379 --> 04:01:22.159
because the chief vet keeps in communication

04:01:22.159 --> 04:01:25.540
with them and he knows that anything related

04:01:25.540 --> 04:01:29.959
to animal health care feel that we are still

04:01:29.959 --> 04:01:33.409
responsible for them. You've heard before that

04:01:33.409 --> 04:01:35.250
there have been allegations of mistreatment at

04:01:35.250 --> 04:01:38.409
a couple of the US facilities with respect to

04:01:38.409 --> 04:01:41.510
dolphins, but are there any USDA reports currently

04:01:41.510 --> 04:01:44.030
saying that you have done something improper

04:01:44.030 --> 04:01:46.030
with respect to dolphins at the US -based facilities?

04:01:46.829 --> 04:01:52.190
Not that I'm aware, or at least not until the

04:01:52.190 --> 04:01:54.809
control of the responsibility went to the other

04:01:54.809 --> 04:01:59.659
group. Not that I'm aware. You mentioned earlier

04:01:59.659 --> 04:02:01.979
that the Mexican entities have employees, and

04:02:01.979 --> 04:02:04.440
what obligations do you have with respect to

04:02:04.440 --> 04:02:06.319
those employees? For example, do you have to

04:02:06.319 --> 04:02:10.260
pay them wages? Among many, many, many others.

04:02:10.399 --> 04:02:12.020
Do they have benefits that you have to pay for

04:02:12.020 --> 04:02:15.239
as well? They have benefits. We need to give

04:02:15.239 --> 04:02:17.979
them a safety environment, a safety place to

04:02:17.979 --> 04:02:21.780
work, and I mean, all the benefits that they

04:02:21.780 --> 04:02:25.239
have, including the payroll. Okay. Do you have

04:02:25.239 --> 04:02:27.299
things like Social Security like we have here

04:02:27.299 --> 04:02:31.500
in Mexico? We do and moreover even in this location

04:02:31.500 --> 04:02:35.079
we have a we call a Well, it's a place where

04:02:35.079 --> 04:02:38.819
they have we we give them food lunch to everybody

04:02:38.819 --> 04:02:42.280
every day Okay, and how about insurance are you

04:02:42.280 --> 04:02:46.920
required? We provide not only the insurance which

04:02:46.920 --> 04:02:53.479
is by law, but a private medical Insurance for

04:02:53.479 --> 04:02:55.739
as an additional benefit and just so we're clear

04:02:55.739 --> 04:02:59.139
our wages currently being paid timely to your

04:02:59.139 --> 04:03:04.719
employees? Wages are currently, some commissions

04:03:04.719 --> 04:03:12.420
or bonds, we pay them a month after. Okay. But

04:03:12.420 --> 04:03:15.200
we keep current. And with benefits or benefits

04:03:15.200 --> 04:03:18.239
being paid? Benefits have been paid. Social security

04:03:18.239 --> 04:03:21.020
is being paid? Social security has been paid.

04:03:21.079 --> 04:03:22.719
And your insurance obligations have been met?

04:03:23.200 --> 04:03:30.350
Yes, indeed. Are you aware of any pending audits

04:03:30.350 --> 04:03:32.770
by labor or social security authorities regarding

04:03:32.770 --> 04:03:35.809
employee care or payment? At least in Mexico,

04:03:36.129 --> 04:03:41.770
I'm not aware of any. Can you explain to the

04:03:41.770 --> 04:03:44.409
court how you intend to ensure going forward

04:03:44.409 --> 04:03:47.309
that the obligations related to the employees

04:03:47.309 --> 04:03:50.309
of the Mexican entities will be met while the

04:03:50.309 --> 04:03:52.549
corporate governance dispute is being addressed?

04:03:53.889 --> 04:03:58.090
Well, basically with you with your business at

04:03:58.090 --> 04:04:01.870
your cash flow that we have We're meeting our

04:04:01.870 --> 04:04:05.590
obligations Of course, we've been since a month

04:04:05.590 --> 04:04:09.649
a basically since September October. We've been

04:04:09.649 --> 04:04:14.549
reviewing how to become more efficient Making

04:04:14.549 --> 04:04:21.049
Or making businesses to be more review how to

04:04:21.049 --> 04:04:24.639
become more efficient and even reducing an expense

04:04:24.639 --> 04:04:28.639
that is not necessary. So basically to make sure

04:04:28.639 --> 04:04:30.219
that at least with the resources that we have,

04:04:30.280 --> 04:04:32.600
we can meet our obligations. And we've heard

04:04:32.600 --> 04:04:35.360
some reference before and certainly in the documents

04:04:35.360 --> 04:04:39.120
with respect to about $47 ,000 being on hand

04:04:39.120 --> 04:04:41.639
in a report that was provided to the debtors.

04:04:41.639 --> 04:04:44.379
Do you recall that? Yes, I do. Okay. That seems

04:04:44.379 --> 04:04:47.120
kind of low, doesn't it? It is. Is there an explanation

04:04:47.120 --> 04:04:52.579
for that? Well, there is an explanation and...

04:04:53.340 --> 04:04:56.239
regardless that there is a special situation.

04:04:56.959 --> 04:05:00.280
That is a report that happened to be the last

04:05:00.280 --> 04:05:02.500
business day of the month, which was Friday.

04:05:04.340 --> 04:05:07.239
I mean, the day before we had much more cash,

04:05:07.659 --> 04:05:11.860
but it was a payment of all the benefits and

04:05:11.860 --> 04:05:15.399
the last, it's on a bi -weekly basis. But at

04:05:15.399 --> 04:05:17.520
the end of the month, we have to pay bonuses,

04:05:17.600 --> 04:05:22.159
commissions, and additional obligations that...

04:05:22.170 --> 04:05:26.549
happy to have it at the end of the day, at the

04:05:26.549 --> 04:05:31.649
end of the month. Besides, it was many commitments

04:05:31.649 --> 04:05:36.750
that we had with vendors, suppliers, and that's

04:05:36.750 --> 04:05:41.250
why it took a lot of our cash flow. And most

04:05:41.250 --> 04:05:44.790
of the collections that we have from clients,

04:05:44.989 --> 04:05:48.489
from travel agencies, from any other, comes at

04:05:48.489 --> 04:05:50.930
the beginning of the week, Tuesday, Wednesday.

04:05:53.339 --> 04:05:57.520
So, that was like a day that we had to make a

04:05:57.520 --> 04:05:59.659
lot of payments. Based on your experience as

04:05:59.659 --> 04:06:02.799
CEO of Dolphin Company over the years, what can

04:06:02.799 --> 04:06:04.760
you tell me about the time of year that we're

04:06:04.760 --> 04:06:07.239
about to enter into and the potential revenue

04:06:07.239 --> 04:06:10.959
that Dolphin Companies get? Is it going to go

04:06:10.959 --> 04:06:13.440
up or is it going to go down? Well, I mean, the

04:06:13.440 --> 04:06:17.020
big season begins with the Memorial Weekend.

04:06:17.059 --> 04:06:21.409
I think that is the last weekend of May. That's

04:06:21.409 --> 04:06:23.989
when the big season begins. Then you have June,

04:06:23.989 --> 04:06:27.809
July, August, which is especially because also

04:06:27.809 --> 04:06:31.889
Mexico, there are vacations, the Caribbean, and

04:06:31.889 --> 04:06:35.870
should be also the biggest season for the U .S.

04:06:35.889 --> 04:06:38.909
parts and Italy. Okay, so I want to go back for

04:06:38.909 --> 04:06:40.790
just a minute. We were talking earlier about

04:06:40.790 --> 04:06:43.870
the concursive mercantile being filed, and you

04:06:43.870 --> 04:06:46.030
were calling to file that on December 30th of

04:06:46.030 --> 04:06:49.719
2024, correct? All U .S. Okay. Why did you file

04:06:49.719 --> 04:06:52.479
the Concurso Mercantile in Mexico as opposed

04:06:52.479 --> 04:06:55.280
to trying to file a Chapter 11 in the United

04:06:55.280 --> 04:06:59.680
States? Well, number one, the main business is

04:06:59.680 --> 04:07:04.879
in Mexico. Basically, more than 50%. I mean,

04:07:04.920 --> 04:07:08.520
if you put all together, US, Europe, I mean,

04:07:08.600 --> 04:07:12.040
in a yearly basis, nearly 60 % of our revenue

04:07:12.040 --> 04:07:16.559
and business is in Mexico. You can see with the

04:07:16.559 --> 04:07:19.739
number of locations. and the company that was

04:07:19.739 --> 04:07:21.940
fighting for that is a Mexican company, Controladora,

04:07:22.540 --> 04:07:25.799
which was like the holding company for all of

04:07:25.799 --> 04:07:27.959
their subsidiaries, including U .S., including

04:07:27.959 --> 04:07:31.559
Europe, and including the Caribbean. So the main

04:07:31.559 --> 04:07:36.340
business is Controladora. And finally, because

04:07:36.340 --> 04:07:40.159
Controladora was the issuer of the debt, so the

04:07:40.159 --> 04:07:43.920
Controladora had the debt with the senior lenders

04:07:43.920 --> 04:07:48.280
and the junior lenders, and the... So we had

04:07:48.280 --> 04:07:50.700
to file in Mexico for all the resources of Mexican

04:07:50.700 --> 04:07:54.440
company, predominantly in Mexico business, and

04:07:54.440 --> 04:08:00.200
it was the issue of the debt. And to your knowledge,

04:08:00.860 --> 04:08:04.799
after the Concurso, let me ask this. Prior to

04:08:04.799 --> 04:08:07.139
the Concurso Mercantile being filed in January,

04:08:08.719 --> 04:08:10.920
to your understanding, did the note holders have

04:08:10.920 --> 04:08:13.639
any idea that you were considering Concurso Mercantile

04:08:13.639 --> 04:08:16.180
if you couldn't get a deal with respect to financing?

04:08:16.729 --> 04:08:19.370
Well, yeah, I was fighting a December theory

04:08:19.370 --> 04:08:25.989
I'm ready days. What's for December theory? We

04:08:25.989 --> 04:08:33.829
sustain for nearly I mean for Actually for from

04:08:33.829 --> 04:08:41.510
December 20 December 23 until October 20 until

04:08:41.510 --> 04:08:46.760
October 24 for nearly a year we kept work in

04:08:46.760 --> 04:08:49.840
a potential restructure of the death all this

04:08:49.840 --> 04:08:57.540
time with From December or to that time but in

04:08:57.540 --> 04:09:02.479
June at the end of June Following the recommendation

04:09:02.479 --> 04:09:05.719
of the senior landers especially from Prudential

04:09:05.719 --> 04:09:09.899
We retain FTI which is an entity that represent

04:09:09.899 --> 04:09:12.819
us in the negotiations with the senior leaders.

04:09:12.860 --> 04:09:18.170
So like beginning July The communication was

04:09:18.170 --> 04:09:22.329
the company with FTI and FTI with the senior

04:09:22.329 --> 04:09:28.930
lenders, with Prudential and Cigna. And we continued

04:09:28.930 --> 04:09:35.190
all the negotiations for the restructure until

04:09:35.190 --> 04:09:38.469
mid -October, late October, when I received notice

04:09:38.469 --> 04:09:42.030
that they didn't want to speak with me. So I

04:09:42.030 --> 04:09:44.389
happened to hear that they decided to start any

04:09:44.389 --> 04:09:50.379
negotiations. So under those circumstances, when

04:09:50.379 --> 04:09:54.420
I brought this situation to the board, and we

04:09:54.420 --> 04:09:58.579
review what were the other options that we had,

04:09:59.280 --> 04:10:06.440
we said, well, I mean, if we have been told through

04:10:06.440 --> 04:10:09.420
Baker and McKenzie, representing senior lenders

04:10:09.420 --> 04:10:12.459
that... We don't want to continue any talk with

04:10:12.459 --> 04:10:14.079
the company, and we don't want to speak with

04:10:14.079 --> 04:10:18.760
Eduardo anymore. That means that we have nothing

04:10:18.760 --> 04:10:23.559
to do. Then we decided to go to Concurso Mercantil,

04:10:24.260 --> 04:10:29.440
which that was our plan B. And I remember this

04:10:29.440 --> 04:10:32.780
is something that at one moment I even mentioned,

04:10:32.899 --> 04:10:36.510
and I even spoke about this with... Well, not

04:10:36.510 --> 04:10:39.110
the lenders which is culture that I mean if there

04:10:39.110 --> 04:10:42.829
was a law Negotiations the company had no other

04:10:42.829 --> 04:10:45.069
option to go to a concursive mercantile in Mexico

04:10:45.069 --> 04:10:50.770
Okay, and Just so I understand you're talking

04:10:50.770 --> 04:10:55.229
about What strike that was any kind of term sheet

04:10:55.229 --> 04:10:58.790
provided prior to this shareholder or not shareholder

04:10:58.790 --> 04:11:00.309
me? But this board meeting that you're referring

04:11:00.309 --> 04:11:08.979
to in October of 2020. Yes We received a term

04:11:08.979 --> 04:11:14.079
sheet provided by the lenders. We received it

04:11:14.079 --> 04:11:18.260
through FTI, a term sheet that was approved by

04:11:18.260 --> 04:11:24.319
senior and junior lenders. A term sheet that

04:11:24.319 --> 04:11:26.959
took like four or five months to discuss terms

04:11:26.959 --> 04:11:30.600
and conditions, and basically the financial terms

04:11:30.600 --> 04:11:33.479
and conditions, we got to a point that was satisfactory.

04:11:34.829 --> 04:11:38.989
I'm sorry? The financial terms of the term sheet

04:11:38.989 --> 04:11:44.569
that was discussed through FTI. FTI did the negotiations

04:11:44.569 --> 04:11:49.530
with the lenders, senior and junior. The financial

04:11:49.530 --> 04:11:55.250
terms that we received, it was satisfactory as

04:11:55.250 --> 04:11:58.090
a plan for restructure and going ahead in the

04:11:58.090 --> 04:12:06.110
following years. But in the last... weeks we

04:12:06.110 --> 04:12:09.049
start receiving you know, I mean first you focus

04:12:09.049 --> 04:12:11.989
on I mean it was focused on the financial condition

04:12:11.989 --> 04:12:16.510
and then governance and then we got into us different

04:12:16.510 --> 04:12:21.610
Governance which included the governance I Have

04:12:21.610 --> 04:12:25.590
to keep in mind that I had three roles one as

04:12:25.590 --> 04:12:30.510
a CEO Was a member of the board and another as

04:12:30.510 --> 04:12:33.889
a shareholder. So the three roles are very different

04:12:34.350 --> 04:12:39.729
and I expected the lenders understand the three

04:12:39.729 --> 04:12:45.149
rules. And then when this governance about governance,

04:12:46.850 --> 04:12:50.729
I told FTI, and I put it even in an email, that

04:12:50.729 --> 04:12:53.649
I couldn't decide anything about governance as

04:12:53.649 --> 04:12:57.469
CEO. But that had to be decided by the board

04:12:57.469 --> 04:13:00.489
because governance issues are not decided by

04:13:00.489 --> 04:13:06.389
the CEO. I decided and I... And I always kept,

04:13:07.170 --> 04:13:10.489
on a monthly basis, and maybe on a biweekly basis,

04:13:10.850 --> 04:13:14.930
a report to the board members about the negotiations.

04:13:15.530 --> 04:13:19.110
Even the financial decisions of the term sheet

04:13:19.110 --> 04:13:21.809
that I received, I always discussed that with

04:13:21.809 --> 04:13:25.030
the board members. And the financial conditions

04:13:25.030 --> 04:13:27.790
of the term sheet were good and were approved.

04:13:28.149 --> 04:13:31.079
When it was governance, I always said, hey, I

04:13:31.079 --> 04:13:33.219
have to bring this to the board. And I clearly

04:13:33.219 --> 04:13:38.139
remember that I sent an FTI, an email, telling

04:13:38.139 --> 04:13:40.479
them, well, this is the term sheet, the final

04:13:40.479 --> 04:13:45.420
conditions. I have to bring it to a board meeting.

04:13:46.120 --> 04:13:49.440
And I clearly put for approval or disapproval.

04:13:49.899 --> 04:13:53.040
OK, so let's try to work through this quickly.

04:13:53.459 --> 04:13:56.399
So you took the term sheet to the board. What

04:13:56.399 --> 04:14:00.700
was the board's response? Well, review all. and

04:14:00.700 --> 04:14:05.879
basically basically there were i mean we made

04:14:05.879 --> 04:14:10.100
a list of 10 points 10 points where clarifications

04:14:10.100 --> 04:14:12.739
were mistakes in the bullshit that were corrected

04:14:12.739 --> 04:14:16.340
there were another three four that were suggestions

04:14:16.340 --> 04:14:19.319
and that we could discuss but they were not deal

04:14:19.319 --> 04:14:23.700
breakers and and finally we made clear i mean

04:14:23.700 --> 04:14:26.000
out of all this there's only one deal breaker

04:14:26.000 --> 04:14:29.260
point which was related to governance Okay, so

04:14:29.260 --> 04:14:31.200
is it fair to say that the corporate governance

04:14:31.200 --> 04:14:34.659
issue is what kept you from getting a deal in

04:14:34.659 --> 04:14:37.739
October with respect to the term sheet that had

04:14:37.739 --> 04:14:40.100
been provided at that time? That's the first

04:14:40.100 --> 04:14:43.860
statement as discussed and approved by the board,

04:14:44.079 --> 04:14:47.340
not by Eduardo. Okay, and so you ended up filing

04:14:47.340 --> 04:14:49.940
concursive mercantile, but I want to be clear.

04:14:49.979 --> 04:14:51.959
When you were filing that concursive mercantile,

04:14:52.040 --> 04:14:54.299
you mentioned three hats that you have. What

04:14:54.299 --> 04:15:16.489
hat were you wearing when you... I mean, we were

04:15:16.489 --> 04:15:25.110
following a resolution by the... I mean, we had

04:15:25.110 --> 04:15:29.920
a meeting. Shareholders? Which among all the

04:15:29.920 --> 04:15:33.260
decisions review the financial statements decided

04:15:33.260 --> 04:15:36.420
a Given the current circumstances and a good

04:15:36.420 --> 04:15:40.340
cash flow and the projections We want to enter

04:15:40.340 --> 04:15:43.139
into negotiations with senior letters union letters

04:15:43.139 --> 04:15:46.459
and all creditors everybody because we wanted

04:15:46.459 --> 04:15:49.100
to protect the company the people the everybody

04:15:49.100 --> 04:15:54.739
creators and then we just prepare this a valid

04:15:54.739 --> 04:16:00.459
as a following the decision of the shareholders

04:16:00.459 --> 04:16:05.180
as the CEO. And even after you filed for the

04:16:05.180 --> 04:16:07.920
concoction of Mercantile, did you still try to

04:16:07.920 --> 04:16:10.940
negotiate a financial arrangement with Prudential

04:16:10.940 --> 04:16:16.739
and Signum? That's a very good question. We filed

04:16:16.739 --> 04:16:20.780
it at the end of... We filed it in December 2013,

04:16:22.760 --> 04:16:25.899
after 60 days of working papers, and then...

04:16:26.440 --> 04:16:31.360
And then in the process the judge asked for clarifications,

04:16:31.760 --> 04:16:34.159
asked for more documents, more papers, and it

04:16:34.159 --> 04:16:37.520
took nearly a month for the judge to receive

04:16:37.520 --> 04:16:40.840
the case. That was January 29, something like

04:16:40.840 --> 04:16:47.819
that. Once he received it, there was part of

04:16:47.819 --> 04:16:50.280
the process, but there was a moment in the process

04:16:50.280 --> 04:16:54.120
that the firm represented us, got in touch with

04:16:54.120 --> 04:16:59.500
the senior lenders. even before we do the process,

04:17:00.219 --> 04:17:04.979
and try to reconnect on behalf of the company

04:17:04.979 --> 04:17:11.639
and see if we could discuss any arrangement with

04:17:11.639 --> 04:17:15.379
the senior leaders and avoid to go to the final

04:17:15.379 --> 04:17:20.540
process. So that was the film, Clyde, Clyde was

04:17:20.540 --> 04:17:24.879
the film representing us, that got in touch with

04:17:24.879 --> 04:17:31.219
Baker McKenzie. OK, so I appreciate that. So

04:17:31.219 --> 04:17:33.139
we're going to switch gears a little bit. We're

04:17:33.139 --> 04:17:36.100
going to talk about this headquarters building.

04:17:36.219 --> 04:17:38.059
We've heard referred to as a headquarters building.

04:17:38.680 --> 04:17:40.840
Who owns that building in Cancun that's been

04:17:40.840 --> 04:17:42.760
referred to as the Dolphin Group headquarters?

04:17:43.540 --> 04:17:49.280
I do. I do. Is there any current lease between

04:17:49.280 --> 04:17:52.000
Controlador and Dolphin? or any other Mexican

04:17:52.000 --> 04:17:55.040
entity and you with respect to that property

04:17:55.040 --> 04:17:58.479
that Mr. Wagstaff tried to enter? No, there is

04:17:58.479 --> 04:18:02.020
not a current lease with Controladora. Had there

04:18:02.020 --> 04:18:05.639
been a lease? Excuse me? Had there been a lease

04:18:05.639 --> 04:18:10.200
with Controladora and you prior to? Yes, there

04:18:10.200 --> 04:18:15.319
was a lease for 10 years that was signed on 2014

04:18:15.319 --> 04:18:21.200
and was ended in December 2, 2024. Basically,

04:18:22.139 --> 04:18:25.639
I mean, we were in a position to reduce as much

04:18:25.639 --> 04:18:28.500
as possible expenses, relocated people, reduced

04:18:28.500 --> 04:18:33.620
the space, and we didn't continue with the lease

04:18:33.620 --> 04:18:37.239
agreement because we relocate people and we needed

04:18:37.239 --> 04:18:40.100
to reduce expenses. The work is being done for

04:18:40.100 --> 04:18:42.420
certain dolphin groupings in your building. That's

04:18:42.420 --> 04:18:46.399
correct, right? The question is? Yeah, work is

04:18:46.399 --> 04:18:48.540
being done with respect to the Mexican entities

04:18:48.540 --> 04:18:51.899
in that building. Oh, yes. Okay. Are you charging

04:18:51.899 --> 04:18:54.479
anybody rent? For the companies that are doing

04:18:54.479 --> 04:18:57.159
business like control of Dora Dolphin? No control

04:18:57.159 --> 04:18:59.500
of Dora Dolphin. Okay, so they're basically in

04:18:59.500 --> 04:19:01.639
their rent free right now, correct? Correct.

04:19:02.840 --> 04:19:07.180
Okay. You understand that at some point in April

04:19:07.180 --> 04:19:11.899
2025, the chief restructuring officer Robert

04:19:11.899 --> 04:19:15.120
Wagstaff and a team of people including police,

04:19:15.379 --> 04:19:19.020
locksmiths. came to your building in Cancun,

04:19:19.020 --> 04:19:25.219
correct? What did you do when you found out that

04:19:25.219 --> 04:19:27.340
Mr. Wagstaff's team had taken possession of your

04:19:27.340 --> 04:19:47.299
building? few people working and I happened to

04:19:47.299 --> 04:19:52.819
learn that and and I was reported that some people

04:19:52.819 --> 04:19:59.479
came uh took the building uh uh bro logs uh just

04:19:59.479 --> 04:20:02.479
entered and took possession of the building I

04:20:02.479 --> 04:20:05.040
happened to learn that there were even armed

04:20:05.040 --> 04:20:08.579
people that were kept in the building to safeguard

04:20:08.579 --> 04:20:12.559
um what it is what I had to do I went to report

04:20:12.559 --> 04:20:16.920
this to the uh to the police and to the district,

04:20:16.959 --> 04:20:22.219
the fiscal, and filed a complaint. Just filed

04:20:22.219 --> 04:20:23.840
a complaint. So what happened after you filed

04:20:23.840 --> 04:20:26.920
that complaint? Well, I filed a complaint, which

04:20:26.920 --> 04:20:30.739
I basically, as part of the process, I mean,

04:20:30.780 --> 04:20:32.120
it's not able to see the complaint. They said,

04:20:32.260 --> 04:20:34.219
why did you complain? If it's your building,

04:20:34.680 --> 04:20:36.379
I have to prove, I brought documents, papers,

04:20:36.500 --> 04:20:38.739
everything to prove that it was my building.

04:20:39.000 --> 04:20:40.579
What kind of documents did you bring to prove

04:20:40.579 --> 04:20:43.520
it was your building? Title, criminal property

04:20:43.520 --> 04:20:50.909
tax. The license, the license, it is my personal

04:20:50.909 --> 04:20:56.190
office. All the papers approved ownership and

04:20:56.190 --> 04:21:00.110
basically they sent people to verify if what

04:21:00.110 --> 04:21:02.870
I was saying or what I was reporting was true

04:21:02.870 --> 04:21:05.250
and verify if there was anybody in the building.

04:21:06.909 --> 04:21:09.370
And then they verified that there were three

04:21:09.370 --> 04:21:14.040
or four people that were not. authorized to be

04:21:14.040 --> 04:21:18.479
there. So they got away and they delivered a

04:21:18.479 --> 04:21:21.639
position of my building again. That was a trespassing.

04:21:22.379 --> 04:21:24.959
Okay. And you mentioned before that there is

04:21:24.959 --> 04:21:28.020
work being done for the Mexican entities in that

04:21:28.020 --> 04:21:30.719
building, but are there other books and records

04:21:30.719 --> 04:21:33.020
that have nothing to do with the dolphin group

04:21:33.020 --> 04:21:36.920
companies in that building? Yes, I mean, because

04:21:36.920 --> 04:21:40.520
this is not the only tenant. I mean, like for

04:21:40.520 --> 04:21:44.079
instance, I have the office for the There are

04:21:44.079 --> 04:21:46.260
offices of different companies that have nothing

04:21:46.260 --> 04:21:53.059
to do with me or the group. I have my personal

04:21:53.059 --> 04:21:55.520
office where I keep personal records, records

04:21:55.520 --> 04:21:58.239
of other businesses or investments that I have,

04:21:58.340 --> 04:22:02.540
personal records. And again, there are other

04:22:02.540 --> 04:22:05.440
offices space that are leased to different people.

04:22:06.260 --> 04:22:12.069
The whole building was taken. Is that one of

04:22:12.069 --> 04:22:14.170
the offices where the locks have been changed?

04:22:14.969 --> 04:22:17.329
Yeah, that was one of the offices that was blocked.

04:22:17.370 --> 04:22:18.530
So you've been locked out of your office where

04:22:18.530 --> 04:22:20.270
you had personal records, is that right? Oh,

04:22:20.270 --> 04:22:23.930
yeah. OK. And you have other things there as

04:22:23.930 --> 04:22:26.270
well, right? Well, let me ask you, do you have

04:22:26.270 --> 04:22:28.989
things like email servers or where you keep documents

04:22:28.989 --> 04:22:33.670
on a server? Well, we keep files. I have a computer.

04:22:35.030 --> 04:22:38.209
I have just the infrastructure I request for

04:22:38.209 --> 04:22:47.159
your businesses. Have you been willing to provide

04:22:47.159 --> 04:22:51.600
access to Mr. Wagstaff and his staff into that

04:22:51.600 --> 04:23:01.959
building? Have you been willing to offer access

04:23:01.959 --> 04:23:06.459
to Mr. Wagstaff or his river on team under certain

04:23:06.459 --> 04:23:11.360
circumstance on certain requirements to come

04:23:11.360 --> 04:23:19.469
into that building? That's a complicated question

04:23:19.469 --> 04:23:24.090
to answer willing that I would like and I would

04:23:24.090 --> 04:23:29.569
love to do it Honestly, I mean after they did

04:23:29.569 --> 04:23:33.450
and they just were right into my building and

04:23:33.450 --> 04:23:38.450
trespass I mean you have to understand I'm not

04:23:38.450 --> 04:23:40.750
too happy the way that they they are conducted

04:23:40.750 --> 04:23:47.700
this untreating I'm I may I may be willing to

04:23:47.700 --> 04:23:52.340
cooperate, I may be willing to cooperate as long

04:23:52.340 --> 04:23:55.100
as we do it in the proper manner, in the legal

04:23:55.100 --> 04:24:05.799
manner. Respect. That is what I would like to

04:24:05.799 --> 04:24:15.260
see. Respect. most of the financial records with

04:24:15.260 --> 04:24:20.579
respect to specific parks located? Well, it is

04:24:20.579 --> 04:24:26.219
like when they took control of the parks in the

04:24:26.219 --> 04:24:29.299
United States. They found all the financial records

04:24:29.299 --> 04:24:33.500
in each park. Maridalán, they have financial

04:24:33.500 --> 04:24:36.260
records there. The computers, everything is local.

04:24:36.920 --> 04:24:39.899
So, the financial records of each park, even

04:24:39.899 --> 04:24:49.920
in Mexico? are kept in each park to make it easy

04:24:49.920 --> 04:24:55.520
to keep the records. There is a moment to consolidate.

04:24:56.620 --> 04:25:01.620
We have people in that office, and there is another

04:25:01.620 --> 04:25:06.379
office in Cancun, which is in another park, where

04:25:06.379 --> 04:25:10.639
they consolidate records. But each park has records

04:25:10.639 --> 04:25:13.000
for its own... The business, the local business.

04:25:13.180 --> 04:25:14.799
So is it fair to say that most of these records

04:25:14.799 --> 04:25:18.799
are electronic? In other words, they're not papers.

04:25:19.180 --> 04:25:20.719
They're not somebody coming from a park with

04:25:20.719 --> 04:25:22.739
a box of documents. They're sending you a report

04:25:22.739 --> 04:25:25.600
over the internet, correct? Well, in that building,

04:25:25.780 --> 04:25:28.020
yes, it is electronic. In this location, there

04:25:28.020 --> 04:25:32.840
is hard papers. Right. As I understand it, the

04:25:32.840 --> 04:25:35.479
information is, the financial information is

04:25:35.479 --> 04:25:38.700
at the individual parks, and it is consolidated.

04:25:39.020 --> 04:25:41.860
at that particular building in Cancun. Is that

04:25:41.860 --> 04:25:44.860
an accurate statement? That is correct, but electronically.

04:25:45.200 --> 04:25:47.120
I mean, the documents are in this place. And

04:25:47.120 --> 04:25:50.379
you may have some paper records at your building

04:25:50.379 --> 04:25:53.020
in Cancun. Is that a correct statement? I may

04:25:53.020 --> 04:25:56.920
have. Well, I'm asking, do you have paper records

04:25:56.920 --> 04:26:00.120
at your location in Cancun, at your headquarters

04:26:00.120 --> 04:26:01.920
building, or what's been referred to as headquarters

04:26:01.920 --> 04:26:04.979
building? For the company, or? For the company.

04:26:06.520 --> 04:26:09.079
Well, I mean, the... Consolidated the reports

04:26:09.079 --> 04:26:12.319
are they print them and they have them but yes,

04:26:12.319 --> 04:26:14.840
I may have some. So I understand it's simply

04:26:14.840 --> 04:26:17.340
information that's already at the particular

04:26:17.340 --> 04:26:20.299
park, the individual parks. They already have

04:26:20.299 --> 04:26:22.500
that information. It's just sent down to the

04:26:22.500 --> 04:26:27.120
headquarters building. Is that right? By electronic

04:26:27.120 --> 04:26:30.879
means. Electronic means. Okay. And you're aware

04:26:30.879 --> 04:26:34.719
that that there's been a motion to turn over

04:26:34.860 --> 04:26:37.020
books and records that was filed in this case.

04:26:37.200 --> 04:26:40.200
You recall that, right? And your verified response

04:26:40.200 --> 04:26:42.559
is a response to that particular motion. There's

04:26:42.559 --> 04:26:44.000
another one that you have, but we'll talk about

04:26:44.000 --> 04:26:47.799
just the books and records for now. Have you

04:26:47.799 --> 04:26:50.899
tried to voluntarily comply with turning over

04:26:50.899 --> 04:26:54.540
books and records to the debtors? We do, and

04:26:54.540 --> 04:26:57.719
I think that we have done. And is it accurate

04:26:57.719 --> 04:27:00.100
to say that you'd asked for them to identify

04:27:00.100 --> 04:27:03.690
the books and records that they needed? Yes,

04:27:04.069 --> 04:27:06.170
as far as I'm aware, yes. And did you recall

04:27:06.170 --> 04:27:09.110
getting a list of documents that they had requested?

04:27:10.229 --> 04:27:14.049
I do. And do you recall if documents had been

04:27:14.049 --> 04:27:17.270
provided in response to that list? I do. Okay.

04:27:17.729 --> 04:27:21.069
And are you aware that recently a few extra items

04:27:21.069 --> 04:27:24.889
were added to the original 17 of items that they

04:27:24.889 --> 04:27:28.170
are requesting? When you say recently, you mean

04:27:28.170 --> 04:27:31.860
the... I think it was... Maybe Sunday? Do you

04:27:31.860 --> 04:27:33.479
recall maybe Sunday? Yeah, because every day

04:27:33.479 --> 04:27:35.239
they send something. I don't know if today was

04:27:35.239 --> 04:27:37.120
something. Do you recall? Well, let me ask you

04:27:37.120 --> 04:27:39.639
this. Are you going to look at those requests

04:27:39.639 --> 04:27:43.059
and also the deficiencies that have been identified

04:27:43.059 --> 04:27:45.879
by the debtors to attempt to rectify them and

04:27:45.879 --> 04:27:48.559
get them the documents they need? I understand

04:27:48.559 --> 04:27:51.739
that the people are already looking at that.

04:28:01.129 --> 04:28:04.290
And just to be clear, you proposed a way to try

04:28:04.290 --> 04:28:06.750
to resolve the issues with respect to access

04:28:06.750 --> 04:28:09.049
as opposed to transmission of electronic records

04:28:09.049 --> 04:28:13.350
by trying to agree to a protocol where supervised

04:28:13.350 --> 04:28:18.469
visits can happen and as long as your personal

04:28:18.469 --> 04:28:20.430
and non -debtor information is protected. Is

04:28:20.430 --> 04:28:23.729
that right? That is correct. What would you like

04:28:23.729 --> 04:28:26.430
the court to understand about your role and intentions

04:28:26.430 --> 04:28:33.180
in this case? My role? unintentionally in this

04:28:33.180 --> 04:28:37.139
case. Well, first, my role is to make sure that

04:28:37.139 --> 04:28:44.379
the company is protected. And make sure that

04:28:44.379 --> 04:28:48.520
anything that we finally agree or decide, it

04:28:48.520 --> 04:28:55.100
is done in a legal manner and is protected. I'm

04:28:55.100 --> 04:29:00.239
happy to work on that basis. I definitely agree.

04:29:00.299 --> 04:29:02.680
I recognize that there is some debt and there's

04:29:02.680 --> 04:29:07.500
payments, but I expect to follow protocol and

04:29:07.500 --> 04:29:09.899
do it with respect. And aside from the issue

04:29:09.899 --> 04:29:13.239
of the records, we also have a stay enforcement

04:29:13.239 --> 04:29:15.719
motion and you also filed a verified response

04:29:15.719 --> 04:29:20.940
to that. Do you recall that? Yes. Okay. And do

04:29:20.940 --> 04:29:23.559
you understand that the issue really comes down?

04:29:23.700 --> 04:29:25.139
Well, let me ask you this. Do you believe that

04:29:25.139 --> 04:29:27.700
the issue comes down to the wanting to take control

04:29:27.700 --> 04:29:29.819
of the companies that you're in charge of right

04:29:29.819 --> 04:29:36.569
now? I have no shadow of doubt about that. Do

04:29:36.569 --> 04:29:39.969
you have a good faith basis to believe that you

04:29:39.969 --> 04:29:43.430
are still the CEO of Control the Door of Dolphin?

04:29:44.350 --> 04:29:46.290
I am. Do you have a good faith basis to believe

04:29:46.290 --> 04:29:48.329
that you're still on the board of Control the

04:29:48.329 --> 04:30:01.989
Door of Dolphin? I am. I'm just asking his opinion.

04:30:02.010 --> 04:30:09.149
He can ask the witness his view. Yeah. And without

04:30:09.149 --> 04:30:11.209
telling me anything that you're being advised,

04:30:11.350 --> 04:30:14.270
are you being advised by counsel in Mexico with

04:30:14.270 --> 04:30:16.770
respect to what your rights and obligations are

04:30:16.770 --> 04:30:19.370
with respect to Controladora Dolphin right now?

04:30:19.770 --> 04:30:21.469
Correct. With that, Your Honor, I would like

04:30:21.469 --> 04:30:23.889
to tender the witness subject to redirect. Thank

04:30:23.889 --> 04:30:36.540
you. Can I take two minutes? Yes, let's take

04:30:36.540 --> 04:31:20.940
a five -minute break. Thank you. You've been

04:31:20.940 --> 04:31:23.280
the CEO of the dolphin group entities for approximately

04:31:23.280 --> 04:31:27.860
27 years, correct? Correct. And you've been fighting

04:31:27.860 --> 04:31:29.639
for a while to keep control of the dolphin group

04:31:29.639 --> 04:31:33.319
entities, correct? What did you say? You've been

04:31:33.319 --> 04:31:35.780
fighting with the lenders and other parties to

04:31:35.780 --> 04:31:39.920
keep control of the dolphin group, correct? Fighting?

04:31:41.340 --> 04:31:44.620
Have there been disputes over the control over

04:31:44.620 --> 04:31:48.559
the dolphin group for a while? No. You want to

04:31:48.559 --> 04:31:54.860
keep control? of the dolphin group correct uh

04:31:54.860 --> 04:31:58.200
keep control do you want to stay in control of

04:31:58.200 --> 04:32:04.579
the mexican i want to i want to stay in control

04:32:04.579 --> 04:32:08.139
as uh as long as i'm uh i'm entitled as long

04:32:08.139 --> 04:32:12.799
as i have to and the dolphin group has been in

04:32:12.799 --> 04:32:15.500
payment default under the first lane notes for

04:32:15.500 --> 04:32:19.989
quite some time correct Answer your question

04:32:19.989 --> 04:32:23.229
again, please. You agree that the dolphin group

04:32:23.229 --> 04:32:26.389
was in payment default under the first lien notes

04:32:26.389 --> 04:32:28.909
for a long time before the debtors filed bankruptcy

04:32:28.909 --> 04:32:33.370
cases, correct? What does long time mean? Approximately

04:32:33.370 --> 04:32:37.530
a year? Approximately a year, yes. And the dolphin

04:32:37.530 --> 04:32:40.190
group was also in payment default under the second

04:32:40.190 --> 04:32:42.510
lien notes for quite some time before the bankruptcy

04:32:42.510 --> 04:32:47.649
cases, correct? A similar time, yes. And in fact,

04:32:47.770 --> 04:32:50.129
you testified earlier direct that to address

04:32:50.129 --> 04:32:54.010
to the faults in 2024 you receive term sheets

04:32:54.010 --> 04:32:56.629
from the lenders, correct? That is correct. And

04:32:56.629 --> 04:32:59.129
you mentioned that in the fall of 2024, I think

04:32:59.129 --> 04:33:01.610
you said October, that there was a term sheet

04:33:01.610 --> 04:33:03.610
from the lenders that included both economic

04:33:03.610 --> 04:33:06.830
terms and governance change terms, correct? That

04:33:06.830 --> 04:33:09.430
is correct. And you thought the economic terms

04:33:09.430 --> 04:33:11.330
of that term sheet were acceptable, correct?

04:33:11.669 --> 04:33:14.709
That is correct. But the governance changes were

04:33:14.709 --> 04:33:16.970
not acceptable because it required your removal,

04:33:16.990 --> 04:33:22.189
correct? were not accepted. You yourself did

04:33:22.189 --> 04:33:26.330
not accept them, correct? I am not myself, the

04:33:26.330 --> 04:33:30.049
board. But you yourself voted against the term

04:33:30.049 --> 04:33:32.029
sheet because it included the governance changes,

04:33:32.029 --> 04:33:40.630
correct? Obviously. Let's turn to, in your binder,

04:33:41.090 --> 04:33:44.310
there's various documents that have number tabs

04:33:44.310 --> 04:33:49.299
on it. When I say term to tab 23, we'll search

04:33:49.299 --> 04:33:53.220
for document that's buying tab 23. They're in

04:33:53.220 --> 04:33:58.360
order. Which stuff? Do you see you have to go

04:33:58.360 --> 04:34:01.880
through? It's right after 22. It says 23. 23

04:34:01.880 --> 04:34:07.119
years. Are you there? I'm in 23 years. And this

04:34:07.119 --> 04:34:09.819
is an email that you sent to John Olsen and others

04:34:09.819 --> 04:34:17.650
on December 17, 2024, correct? I see an email,

04:34:18.709 --> 04:34:24.130
it says May 16, 2025. It says from John Olson.

04:34:25.569 --> 04:34:29.049
May 16, 2025. A look a little bit down on the

04:34:29.049 --> 04:34:33.569
page, where it says from Eduardo Albert. Yes.

04:34:33.590 --> 04:34:36.509
Do you see that? Yes. That's an email from you

04:34:36.509 --> 04:34:40.409
on December 17, 2024, to John Olson, correct?

04:34:42.090 --> 04:34:44.790
This is an email to my partner. How do you have

04:34:44.790 --> 04:34:57.459
this? How do you have this? I don't understand

04:34:57.459 --> 04:35:10.900
your question. Can you ask it again? You can

04:35:10.900 --> 04:35:14.380
read it, yes? And John Olson is a large shareholder

04:35:14.380 --> 04:35:17.880
of TDC Holdings, correct? That is not correct.

04:35:18.779 --> 04:35:21.860
John Olson is shareholder of TDC Holdings? John

04:35:21.860 --> 04:35:25.139
Olson is shareholder, just like me. You would

04:35:25.139 --> 04:35:27.099
not characterize this holding as significant?

04:35:27.799 --> 04:35:30.639
Oh, significant, but you said the largest. I

04:35:30.639 --> 04:35:33.360
have the largest. I'll rephrase the question.

04:35:33.500 --> 04:35:35.939
John Olson is a significant shareholder of TDC

04:35:35.939 --> 04:35:39.340
Holdings, correct? That is correct. At the time

04:35:39.340 --> 04:35:41.369
you sent this email, he was... is a board member

04:35:41.369 --> 04:35:49.270
of TDC, correct? Yes. And Scott Olson, Michael

04:35:49.270 --> 04:35:52.369
Wood, the other folks, they're also board members.

04:35:52.490 --> 04:35:54.610
They were board members of TDC Holdings at the

04:35:54.610 --> 04:35:59.330
time you sent that email, correct? That is correct.

04:36:00.229 --> 04:36:09.470
If you could turn to the second page. You'll

04:36:09.470 --> 04:36:12.069
see that the top of the page is a dolphin company

04:36:12.069 --> 04:36:15.509
emblem, correct? Just trying to get you to the

04:36:15.509 --> 04:36:17.169
right spot. Do you see right below that emblem?

04:36:18.409 --> 04:36:21.729
That's an email from John Olsen on December 17,

04:36:21.970 --> 04:36:30.650
2024, correct? An email too? It says March 17,

04:36:30.869 --> 04:36:34.389
December 20, 2024? You responded to his email

04:36:34.389 --> 04:36:37.270
on December 17, so at the very least you received

04:36:37.270 --> 04:36:44.150
it, correct? So this December said my email To

04:36:44.150 --> 04:36:47.970
the board members Is that you mean my email to

04:36:47.970 --> 04:36:49.790
the board members because I don't see any email

04:36:49.790 --> 04:36:52.250
to lenders But anyway, my email to the board

04:36:52.250 --> 04:37:05.430
members dated December 17 2024 as 413 Yes, this

04:37:05.430 --> 04:37:09.819
is an email from John Olson to you and others.

04:37:10.819 --> 04:37:14.919
Do you see in the second paragraph? I don't see

04:37:14.919 --> 04:37:18.279
that it says to me. You responded on the first

04:37:18.279 --> 04:37:21.380
page, so you must have received his email to

04:37:21.380 --> 04:37:26.580
respond, correct? Yes. So in the middle paragraph

04:37:26.580 --> 04:37:30.159
of page two, it's fair to say that Mr. Olson,

04:37:31.180 --> 04:37:33.860
in his email, is characterizing the debt that

04:37:33.860 --> 04:37:38.599
is owed and the bad financial condition. of the

04:37:38.599 --> 04:37:42.840
Dolphin Group at that time, correct? It is written

04:37:42.840 --> 04:37:47.020
there. Yep, yep. And on same page, last sentence

04:37:47.020 --> 04:37:49.500
of the last paragraph, where he wrote, nobody

04:37:49.500 --> 04:37:51.779
in their right mind would loan TDC money in this

04:37:51.779 --> 04:37:54.459
situation except Prudential and Cigna, who have

04:37:54.459 --> 04:37:56.560
indicated that they will make loans to protect

04:37:56.560 --> 04:37:59.759
their $1 million original cash input on the condition

04:37:59.759 --> 04:38:02.819
that you are removed from a position of authority.

04:38:03.000 --> 04:38:07.400
Did I read that correctly? Are you, are you?

04:38:07.709 --> 04:38:09.930
Are you reading what is written here? Did I read

04:38:09.930 --> 04:38:12.729
that correctly, sir? You read very well in English.

04:38:13.169 --> 04:38:18.930
Thank you. And then in your response, you state

04:38:18.930 --> 04:38:23.830
easiest to count up on the first page of this

04:38:23.830 --> 04:38:28.229
document. Fourth line up, starting with if you

04:38:28.229 --> 04:38:35.529
believe. You stated if you believe there are

04:38:35.529 --> 04:38:37.430
grounds for me to go. You still have the option

04:38:37.430 --> 04:38:39.529
to fire me, and I will see you all in court.

04:38:40.130 --> 04:38:42.610
But do not expect my resignation just because

04:38:42.610 --> 04:38:44.889
you asked me. Did I read that correctly? Which

04:38:44.889 --> 04:38:47.750
part are you reading now? See the fourth paragraph

04:38:47.750 --> 04:38:50.090
up from the bottom, starting with, if you believe.

04:38:50.849 --> 04:38:54.090
Your email. First page. My email. That begins

04:38:54.090 --> 04:38:57.729
with John and all others. Correct. Look down.

04:38:58.830 --> 04:39:01.009
There's a paragraph starting with, if you believe.

04:39:03.669 --> 04:39:05.990
First line says, John and all others. Second

04:39:05.990 --> 04:39:09.650
line says you want my resignation? Two lines

04:39:09.650 --> 04:39:12.909
says obviously it is what you are asking. So

04:39:12.909 --> 04:39:15.630
you mean the paragraph says to consider my resignation

04:39:15.630 --> 04:39:18.770
or what? Keep on going down. It starts with if

04:39:18.770 --> 04:39:24.790
you believe. Ah, the line, yes. My question is

04:39:24.790 --> 04:39:26.950
you wrote in that email, if you believe there

04:39:26.950 --> 04:39:28.770
are grounds for me to go, you still have the

04:39:28.770 --> 04:39:30.790
option to fire me and I will see you all in court,

04:39:30.830 --> 04:39:33.130
but do not expect my resignation just because

04:39:33.130 --> 04:39:36.560
you asked. In this email to the other TDC board

04:39:36.560 --> 04:39:39.119
members, you threatened legal action if you were

04:39:39.119 --> 04:39:43.740
removed, correct? That is your opinion. That

04:39:43.740 --> 04:39:46.520
is your opinion. I will see you all in court.

04:39:46.700 --> 04:39:49.099
Those were your words, correct? Those were my

04:39:49.099 --> 04:39:52.880
words, yes. I mean, it's in English. The whole

04:39:52.880 --> 04:39:54.979
email, I wrote it. There's no pending question.

04:39:55.279 --> 04:40:04.979
Let's turn to Exhibit 24, please. I see at the

04:40:04.979 --> 04:40:07.360
top, I'm going to step ahead of here. See at

04:40:07.360 --> 04:40:10.580
the top, it's John Olsen to Scott Olsen. That's

04:40:10.580 --> 04:40:13.500
what I want to focus on. Are we the same 23?

04:40:13.880 --> 04:40:26.400
No, we moved to 24. All right. So what I want

04:40:26.400 --> 04:40:30.459
to first ask you about is an email on the page

04:40:30.459 --> 04:40:32.500
three. See where there's a little three at the

04:40:32.500 --> 04:40:40.389
bottom? Page number three. Yes Where in the middle

04:40:40.389 --> 04:40:44.409
of the paragraph John Olson says to you our goal

04:40:44.409 --> 04:40:47.869
is to engage in an open and constructive discussion

04:40:47.869 --> 04:40:52.970
About negotiating your exit from the company

04:40:52.970 --> 04:40:59.970
Page three page three right in the middle of

04:40:59.970 --> 04:41:03.799
the paragraph All right page three is this The

04:41:03.799 --> 04:41:05.659
one that says you are a very, very smart guy,

04:41:05.880 --> 04:41:08.619
is that? That's where it starts. I'm just focusing.

04:41:09.520 --> 04:41:11.139
Because again, we're talking about your potential

04:41:11.139 --> 04:41:16.680
removal. And I read the line. So they did 27?

04:41:16.919 --> 04:41:21.220
Yeah. Our goal is to engage in an open and constructive

04:41:21.220 --> 04:41:23.819
discussion about negotiating your exit from the

04:41:23.819 --> 04:41:26.220
company. Do you see that sentence? I'm trying

04:41:26.220 --> 04:41:32.459
to find where it is at. Our goal, the challenges.

04:41:34.239 --> 04:41:38.080
Let me read it all. A very, very smart guy. So

04:41:38.080 --> 04:41:40.060
let's come up with a solution. We all understand

04:41:40.060 --> 04:41:42.560
your frustration and disappointment with the

04:41:42.560 --> 04:41:45.180
current situation. The challenges Dolphin is

04:41:45.180 --> 04:41:48.740
facing are substantial, but we believe that by

04:41:48.740 --> 04:41:51.560
working together, we can find practical solutions

04:41:51.560 --> 04:41:55.500
to find a way out on this difficult time. It

04:41:55.500 --> 04:41:57.939
is important to address that all three lenders

04:41:57.939 --> 04:42:01.119
have expressed their wishes to have you removed

04:42:01.119 --> 04:42:07.020
from your role. Despite this, we're committed

04:42:07.020 --> 04:42:11.740
to find a fair and reasonable way forward. Our

04:42:11.740 --> 04:42:14.819
goal is to engage in an open and constructive

04:42:14.819 --> 04:42:18.680
discussion about negotiating your exit from the

04:42:18.680 --> 04:42:25.200
company. Time, however, is running out, and we

04:42:25.200 --> 04:42:28.500
strongly urge you to meet in person with us to

04:42:28.500 --> 04:42:32.459
try to reach a resolution. We're confident by

04:42:32.459 --> 04:42:36.119
working together, We can reach an outcome that

04:42:36.119 --> 04:42:39.139
serves everyone's best interests. Please, let

04:42:39.139 --> 04:42:41.240
us know your availability so we can schedule

04:42:41.240 --> 04:42:43.159
a meeting at your release opportunity, John.

04:42:43.400 --> 04:42:46.439
Is that the email you mean? Yep. And in that

04:42:46.439 --> 04:42:49.860
email, Mr. Olson was inviting a meeting. And

04:42:49.860 --> 04:42:54.720
you respond on January 3, 2025. This is the first

04:42:54.720 --> 04:42:58.380
page of this document. In part, there is no way

04:42:58.380 --> 04:43:04.310
in hell... On January 3? Yep. January 3, 2025,

04:43:04.770 --> 04:43:08.689
you respond to John Olson and others. And I'm

04:43:08.689 --> 04:43:11.689
looking at the second full paragraph, where you

04:43:11.689 --> 04:43:14.130
stated, there's no way in heaven or hell I can

04:43:14.130 --> 04:43:15.869
sit down again with you in the same table as

04:43:15.869 --> 04:43:18.270
partners. The reasons? You described granted

04:43:18.270 --> 04:43:21.950
a waiver to B &M against TDC interest after I

04:43:21.950 --> 04:43:24.090
disclosed to you the strategy to challenge B

04:43:24.090 --> 04:43:28.069
&M. B &M is Baker -McKenzie, correct? That is

04:43:28.069 --> 04:43:31.430
correct. And Baker McKenzie was and was counsel

04:43:31.430 --> 04:43:35.029
of the first lane lenders, correct? I'm counselor

04:43:35.029 --> 04:43:38.009
of my partner. I'm sorry, I didn't hear that

04:43:38.009 --> 04:43:41.069
answer. I'm counselor of John Olson as well.

04:43:42.389 --> 04:43:44.930
And you had a strategy to get Baker McKenzie

04:43:44.930 --> 04:43:49.310
out of the case, correct? Correct. And at the

04:43:49.310 --> 04:43:51.430
time you wrote this email, you were mad that

04:43:51.430 --> 04:43:54.380
the TDC board had provided a waiver. There's

04:43:54.380 --> 04:43:56.220
been a conflict on the part of Baker -McKenzie,

04:43:56.340 --> 04:43:58.520
correct? That is not correct. There was no TDC

04:43:58.520 --> 04:44:02.900
board. The TDC board didn't grant any waiver.

04:44:08.040 --> 04:44:12.040
I am part of the TDC board. So let me ask you

04:44:12.040 --> 04:44:14.560
a question. When you say granted a waiver to

04:44:14.560 --> 04:44:19.380
B &M against TDC interests, who did you say granted

04:44:19.380 --> 04:44:25.560
the waiver to B &M? To John Olson. He was the

04:44:25.560 --> 04:44:28.159
one that granted a waiver, not the Dolphin Company.

04:44:29.020 --> 04:44:32.819
I didn't say who granted it, you said that TDC

04:44:32.819 --> 04:44:34.939
did not grant it. I didn't say Dolphin Company,

04:44:35.080 --> 04:44:40.959
I said TDC. So what did you say? You were mad

04:44:40.959 --> 04:44:44.400
when a TDC board provided a waiver of any conflict

04:44:44.400 --> 04:44:46.939
on the part of Baker McKenzie, correct? That

04:44:46.939 --> 04:44:50.139
is not correct. TDC board never ever granted

04:44:50.139 --> 04:44:58.700
any waiver. There's no other say there. In what

04:44:58.700 --> 04:45:16.099
capacity in your mind? If that's the case, then

04:45:16.099 --> 04:45:17.919
why would you have written, you chose again,

04:45:17.919 --> 04:45:29.009
TDC, strike one? against TDC, against TDC, not

04:45:29.009 --> 04:45:34.389
TDC grant, against TDC interest. After I disclosed

04:45:34.389 --> 04:45:38.169
to you the strategy to challenge Baker and McKenzie

04:45:38.169 --> 04:45:42.509
conflict of interest in defense of TDC, you chose,

04:45:42.610 --> 04:45:46.409
you John Olson chose, against TDC. Try one. That

04:45:46.409 --> 04:45:48.389
is what I wrote. Let me just ask the question.

04:45:49.029 --> 04:45:55.020
What did you specifically invite? because one

04:45:55.020 --> 04:45:58.779
of the defense that TDC had against the lenders

04:45:58.779 --> 04:46:02.180
is to prove that there was a conflict of interest

04:46:02.180 --> 04:46:04.139
of what Baker and McKenzie was doing against

04:46:04.139 --> 04:46:06.900
the company because Baker and McKenzie were also

04:46:06.900 --> 04:46:10.139
lawyers, counsels for one of the founders. So

04:46:10.139 --> 04:46:13.319
there was a letter of Baker and McKenzie treading

04:46:13.319 --> 04:46:17.279
in the board of the dolphin company saying that

04:46:17.279 --> 04:46:20.540
if the board didn't farm it, they were going

04:46:20.540 --> 04:46:39.040
to go behind the board. And you were angry at

04:46:39.040 --> 04:46:42.099
John Olson, correct? Extremely upset. And that's

04:46:42.099 --> 04:46:44.240
because he was siding with the lenders and wanting

04:46:44.240 --> 04:46:52.060
you to resign, correct? He went and granted a

04:46:52.060 --> 04:46:55.380
waiver to Baker -McKinsey. He betrayed the company.

04:46:55.720 --> 04:46:57.639
He sided with the lenders in wanting you to resign,

04:46:57.799 --> 04:47:01.159
correct? Besides what? He sided with the lenders

04:47:01.159 --> 04:47:04.400
in wanting you to resign. I didn't know that

04:47:04.400 --> 04:47:07.200
he was going to betray the company and be with

04:47:07.200 --> 04:47:10.680
the lenders. In your first sentence here, you

04:47:10.680 --> 04:47:13.139
state, you open the Pandora box and make your

04:47:13.139 --> 04:47:16.639
decision, John, asking me to go. After 26 years

04:47:16.639 --> 04:47:19.020
and counting, immediately the lenders asked for

04:47:19.020 --> 04:47:21.900
my head. Did I read that correctly? That is correct.

04:47:22.360 --> 04:47:27.540
26 years will be my pardon. And at the top of

04:47:27.540 --> 04:47:33.959
page two, in the all caps, you say, I am still

04:47:33.959 --> 04:47:38.240
a lawyer and very, very good one. You were reminding

04:47:38.240 --> 04:47:40.119
John Olson there that you were a very good lawyer

04:47:40.119 --> 04:47:42.860
there, correct? This is exactly what I wrote.

04:47:44.060 --> 04:47:49.840
If we could turn to exhibit seven, please. Exceed?

04:47:50.299 --> 04:48:03.500
Exhibit seven seven See it's a letter of January

04:48:03.500 --> 04:48:10.759
31 2025 on dolphin company letterhead Yes, and

04:48:10.759 --> 04:48:13.840
it was sent to Wilmington Trust as collateral

04:48:13.840 --> 04:48:19.000
agent, correct? Correct And if you could just

04:48:19.000 --> 04:48:23.020
turn to the back This was sent to Wilmington

04:48:23.020 --> 04:48:26.700
Trust by an in -house attorney of Controlador

04:48:26.700 --> 04:48:30.500
Dolphin, correct? That was sent to Wilmington

04:48:30.500 --> 04:48:34.119
Trust, yes, and yes, that's correct. By one of

04:48:34.119 --> 04:48:38.540
your in -house attorneys at Controlador? No,

04:48:38.740 --> 04:48:42.400
not attorney, in fact, he had the power of attorney.

04:48:43.400 --> 04:48:47.259
You authorized this person to send the letter

04:48:47.259 --> 04:48:50.150
to Wilmington Trust? before the letter was sent,

04:48:50.270 --> 04:48:55.909
correct? I authorized to do it as advised by

04:48:55.909 --> 04:49:01.310
our following legal advice. Is it fair to say

04:49:01.310 --> 04:49:04.869
that if you look at third paragraph where it

04:49:04.869 --> 04:49:08.130
says on January 28th, 2025, do you see that?

04:49:08.450 --> 04:49:12.029
Yes. This paragraph is talking about what you

04:49:12.029 --> 04:49:15.470
believe to be the precautionary measures entered

04:49:15.470 --> 04:49:18.360
by the concursor court, correct? That is correct.

04:49:19.060 --> 04:49:22.240
And in the last paragraph, the dolphin goes,

04:49:22.819 --> 04:49:24.599
although we understand that this may cause some

04:49:24.599 --> 04:49:27.400
disruption, we kindly request for such precautionary

04:49:27.400 --> 04:49:29.700
measures to be complied to avoid any liability

04:49:29.700 --> 04:49:31.900
that may arise from acting otherwise. Do you

04:49:31.900 --> 04:49:37.000
see that? Yes. You're aware that Wilmington Trust

04:49:37.000 --> 04:49:40.419
later resigned as collateral agent before the

04:49:40.419 --> 04:49:44.759
end of February 2025, correct? That is correct.

04:49:46.250 --> 04:49:48.250
You were not upset when they resigned as collateral

04:49:48.250 --> 04:49:54.950
agent, correct? You were not upset when Wilmington

04:49:54.950 --> 04:49:57.950
Trust resigned as collateral agent, correct?

04:50:03.470 --> 04:50:11.689
Can you turn to exhibit 8? Exhibit 8. Exhibit

04:50:11.689 --> 04:50:16.110
8. This is a cover email. With the letter in

04:50:16.110 --> 04:50:25.490
the same exhibit your honor So this is if you

04:50:25.490 --> 04:50:45.849
see the email is from the CDA firm I'm here.

04:50:47.409 --> 04:50:49.549
So for the sake of these, I'll just call it the

04:50:49.549 --> 04:50:51.669
C .D .A. firm, is that fair? That is correct.

04:50:52.830 --> 04:50:57.090
And this is an email and letter from the C .D

04:50:57.090 --> 04:51:01.189
.A. firm to Baker McKenzie, correct? Indeed.

04:51:02.250 --> 04:51:06.770
And C .D .A. represents you personally, correct?

04:51:07.130 --> 04:51:09.290
That is correct. It does not represent any of

04:51:09.290 --> 04:51:12.790
the dolphin group, Mexicans, correct? It is representing

04:51:12.790 --> 04:51:16.849
me. But it does not represent any of the dolphin

04:51:16.849 --> 04:51:19.409
group Mexican entities, correct? That is correct.

04:51:20.349 --> 04:51:23.310
You authorize the CDA firm to send this letter

04:51:23.310 --> 04:51:27.630
to Baker McKenzie, correct? Yes, indeed. And

04:51:27.630 --> 04:51:34.849
if we go to the letter itself, this is a letter

04:51:34.849 --> 04:51:37.770
that you authorize CDA to send in which they're

04:51:37.770 --> 04:51:39.650
alleging that there was conflicts on the part

04:51:39.650 --> 04:51:51.779
of Baker McKenzie, correct? If you could go to

04:51:51.779 --> 04:52:01.900
page two next to last paragraph Yes This letter

04:52:01.900 --> 04:52:04.259
which you authorize states in reference to your

04:52:04.259 --> 04:52:06.540
request made on behalf of the note holders to

04:52:06.540 --> 04:52:09.340
remove mr. Alvarez chief executor of dolphin

04:52:09.919 --> 04:52:12.340
Neither Baker and Mackenzie nor the load holders

04:52:12.340 --> 04:52:14.779
have any right to request dolphin to remove its

04:52:14.779 --> 04:52:17.419
chief executive officer Even under threat of

04:52:17.419 --> 04:52:19.959
bringing legal actions against dolphin and the

04:52:19.959 --> 04:52:24.400
sport of directors. Do you see that? Yes So it's

04:52:24.400 --> 04:52:26.860
fair to say that by the time CDA had sent this

04:52:26.860 --> 04:52:29.819
letter to Baker Mackenzie in February 2025 the

04:52:29.819 --> 04:52:32.060
lenders had requested that you be removed as

04:52:32.060 --> 04:52:45.810
CEO, correct? Exhibit 21. This is a two page,

04:52:45.810 --> 04:52:51.009
it's a continuing text message from you to Scott.

04:52:52.849 --> 04:52:55.409
Is your understanding that Scott here is Scott

04:52:55.409 --> 04:53:01.369
Olson? Yeah, I know him. I was in personal communication

04:53:01.369 --> 04:53:04.569
to my partner. Okay, so just so the record is

04:53:04.569 --> 04:53:06.830
clear. You agree that the Scott being referenced

04:53:06.830 --> 04:53:08.830
in your text message is Scott Olson, correct?

04:53:09.450 --> 04:53:13.529
Correct. And if you go, you'll see several references

04:53:13.529 --> 04:53:16.389
to John in your text message. That's John Olson,

04:53:16.630 --> 04:53:18.650
correct? That is correct. And Scott Olson at

04:53:18.650 --> 04:53:21.349
the time was also a TDC Holdings board member?

04:53:21.849 --> 04:53:30.509
That is correct. And if you look, first page,

04:53:31.090 --> 04:53:33.930
about two thirds down, you state to Scott, please

04:53:33.930 --> 04:53:36.680
Scott. I am an honorable person and will not

04:53:36.680 --> 04:53:38.540
let lenders take control of the company unless

04:53:38.540 --> 04:53:59.830
they buy our shares. Do you see that? Scott,

04:54:00.130 --> 04:54:02.189
I very much appreciate you and I will always

04:54:02.189 --> 04:54:05.729
have endless gratitude for your father. Much

04:54:05.729 --> 04:54:09.409
of what I am and have is thanks to him. I will

04:54:09.409 --> 04:54:12.049
always be loyal and grateful to him and your

04:54:12.049 --> 04:54:16.049
family. I have always regarded both of you acting

04:54:16.049 --> 04:54:19.709
in good faith and being very transparent. The

04:54:19.709 --> 04:54:22.830
Dolphin Company is my number one priority, even

04:54:22.830 --> 04:54:30.810
above my family. Please. Go down several more

04:54:30.810 --> 04:54:32.950
sentences starting with the word. Please do you

04:54:32.950 --> 04:54:36.569
see that please? I am an honorable person and

04:54:36.569 --> 04:54:38.470
will not let lenders take control the company

04:54:38.470 --> 04:54:40.590
unless they buy our shares Do you see that correct

04:54:40.590 --> 04:54:43.509
at the time you sent this text message to Scott

04:54:43.509 --> 04:54:47.849
Olson you would agree that The dolphin group

04:54:47.849 --> 04:54:49.869
was under payment default for many months as

04:54:49.869 --> 04:54:55.509
the first and second lien debt, correct? Look

04:54:55.509 --> 04:55:00.009
at the date it is true it's an obvious question

04:55:00.009 --> 04:55:10.909
and if we could go to the second page starting

04:55:10.909 --> 04:55:13.250
with the sentence i will do it and i will go

04:55:13.250 --> 04:55:15.650
down with the boat if necessary but anyone who

04:55:15.650 --> 04:55:18.389
tries to remove in the middle of the storm will

04:55:18.389 --> 04:55:20.630
be treated as a riot and i will consider my enemy

04:55:20.630 --> 04:55:23.290
so you believe that anyone wanted you removed

04:55:23.290 --> 04:55:28.700
at that time was your enemy correct did i Ask

04:55:28.700 --> 04:55:33.479
your question again. So, at that time, you believe

04:55:33.479 --> 04:55:36.819
that anyone that wanted you removed, you would

04:55:36.819 --> 04:55:38.880
consider as your enemy, correct? That's what

04:55:38.880 --> 04:55:42.220
I told him. So it's fair to say that you were

04:55:42.220 --> 04:55:44.200
hurt and disappointed when the lenders called

04:55:44.200 --> 04:55:47.900
for your resignation, correct? When the lenders

04:55:47.900 --> 04:55:52.000
wanted your resignation? No, I was not disappointed

04:55:52.000 --> 04:55:55.380
with the lenders. I was disappointed with the

04:55:55.380 --> 04:55:58.759
board members that... Asked for my resignation.

04:55:59.060 --> 04:56:02.779
My disappointment was with them. With my partners.

04:56:03.279 --> 04:56:06.060
The people were my partners for 26 years and

04:56:06.060 --> 04:56:08.880
I supported them all the time and worked for

04:56:08.880 --> 04:56:11.779
them. Asked me for one day to another. You have

04:56:11.779 --> 04:56:14.180
to go. I was disappointed with them, not with

04:56:14.180 --> 04:56:27.880
the lenders. And this is an email from you to

04:56:27.880 --> 04:56:40.700
John Olson on March 25 Michael 25 To John Olson

04:56:40.700 --> 04:56:44.860
Yeah Say John, how can he ask me to work together

04:56:44.860 --> 04:56:46.860
when he asked me to leave the company before

04:56:46.860 --> 04:56:50.189
you see that? Yeah Again, you were angry with

04:56:50.189 --> 04:56:52.389
John Olson for siding with the lenders as of

04:56:52.389 --> 04:56:57.590
March 25, 2025, correct? Very upset. And you

04:56:57.590 --> 04:57:00.430
felt betrayed with him siding with the lenders,

04:57:00.569 --> 04:57:06.569
correct? Correct. If we could go to tab 9, please?

04:57:20.650 --> 04:57:24.750
I want to focus on the second email. It's your

04:57:24.750 --> 04:57:29.430
email to Andy Sullivan and others on April 7,

04:57:30.130 --> 04:57:34.389
2025. Do you see that? Correct. It was your understanding

04:57:34.389 --> 04:57:37.790
that at that time, Mr. Sullivan was the CEO of

04:57:37.790 --> 04:57:40.990
Prudential, correct? At that time what? What's

04:57:40.990 --> 04:57:43.849
that? What is your question? You understand?

04:57:44.090 --> 04:57:56.840
We're still in tab 25? April 7, 2025. In tab

04:57:56.840 --> 04:58:02.919
25. No, no, no. Sorry. Tab 9. Which one? 9. Oh,

04:58:02.919 --> 04:58:12.479
9. All right. Yes. Yes. And what I want you to

04:58:12.479 --> 04:58:16.259
look at is the second email in tab 9. Yes. Which

04:58:16.259 --> 04:58:19.169
is an email from you. to Andy Sullivan on April

04:58:19.169 --> 04:58:22.869
7, 2025, correct? Correct. All right. My question

04:58:22.869 --> 04:58:25.889
was, at the time you sent this email, you understood

04:58:25.889 --> 04:58:28.169
that Mr. Sullivan was the CEO of Prudential,

04:58:28.330 --> 04:58:30.909
correct? That's exactly what he says the first

04:58:30.909 --> 04:58:33.490
line. I understand you have been in the position

04:58:33.490 --> 04:58:37.130
as CEO. There you go. He's reading them. Easy

04:58:37.130 --> 04:58:40.169
answer. And Prudential is one of the first lien

04:58:40.169 --> 04:58:45.590
lenders, correct? Correct. And if we could go

04:58:45.590 --> 04:58:54.430
to the top of page two. You stated to Mr. Sullivan,

04:58:55.349 --> 04:58:57.569
we are completing all the legal actions we will

04:58:57.569 --> 04:58:59.590
file during the day of today and tomorrow and

04:58:59.590 --> 04:59:01.529
have a press conference to make public all the

04:59:01.529 --> 04:59:03.729
legal actions to defend our company from the

04:59:03.729 --> 04:59:06.689
illegal actions of Prudential and their advisors

04:59:06.689 --> 04:59:10.029
such as FTI and Baker and McKenzie. Do you see

04:59:10.029 --> 04:59:15.250
that? Correct. Just so, FTI was representing

04:59:15.250 --> 04:59:18.409
the Dolphin Group in negotiations with the Lenders

04:59:18.409 --> 04:59:21.270
Over Charmsheets, correct? I'm not sure about

04:59:21.270 --> 04:59:27.830
that. I'm not sure who he was representing. He

04:59:27.830 --> 04:59:30.549
was supposed to represent us. I'm not sure he

04:59:30.549 --> 04:59:32.389
was representing. Let's just stick with what

04:59:32.389 --> 04:59:35.009
you're saying. FTI was supposed to represent

04:59:35.009 --> 04:59:37.069
the dolphin group during negotiations with the

04:59:37.069 --> 04:59:38.849
Lenders, correct? That is correct. It was supposed

04:59:38.849 --> 04:59:43.389
to. And at some point FTI resigned from handling

04:59:43.389 --> 04:59:47.049
negotiations with the Lenders, correct? I don't

04:59:47.049 --> 04:59:49.569
remember I ever seen a resignation letter from

04:59:49.569 --> 04:59:52.830
FTI. Did they? There came a time where they stopped?

04:59:53.049 --> 04:59:55.349
being involved in negotiations between the dolphin

04:59:55.349 --> 04:59:58.470
group and lenders correct could you ask the question

04:59:58.470 --> 05:00:02.090
again there came a time in 2024 that fti was

05:00:02.090 --> 05:00:04.409
no longer involved in negotiations between the

05:00:04.409 --> 05:00:06.569
dolphin group and lenders correct when the negotiation

05:00:06.569 --> 05:00:10.529
ended so they stopped their involvement at some

05:00:10.529 --> 05:00:12.990
point correct there was nothing to do though

05:00:12.990 --> 05:00:16.529
but they didn't resign at the time that the negotiations

05:00:16.529 --> 05:00:19.189
with the lenders ended fti was owed a substantial

05:00:19.189 --> 05:00:23.299
amount of money correct fti was FTI was owed

05:00:23.299 --> 05:00:25.659
a substantial amount of money by a dolphin group,

05:00:25.740 --> 05:00:30.880
correct? I'm not sure about that. I'm not sure

05:00:30.880 --> 05:00:33.439
because what I remember about the agreement is

05:00:33.439 --> 05:00:36.360
that they were supposed to get a bonus depending

05:00:36.360 --> 05:00:40.500
on the performance. So I'm not sure because I

05:00:40.500 --> 05:00:43.220
don't remember they ever sent any letter of collection

05:00:43.220 --> 05:00:46.720
to us. They didn't send any letter of collection.

05:00:47.439 --> 05:00:49.900
As you sit here today, your testimony isn't that

05:00:49.900 --> 05:00:53.860
they're fully paid, correct? At this moment,

05:00:54.060 --> 05:00:56.099
as your question to make sure that I understand.

05:00:56.139 --> 05:00:59.479
I just want to make sure, you're not testifying

05:00:59.479 --> 05:01:02.220
right now that FTI has not owed any money, correct?

05:01:06.139 --> 05:01:09.180
Your question has two negatives. It's confusing.

05:01:09.740 --> 05:01:12.520
As you sit here today, do you know whether FTI

05:01:12.520 --> 05:01:15.479
has owed money by the Dolphin Group? What I do

05:01:15.479 --> 05:01:18.340
know is that I do not have any letter of collection

05:01:18.340 --> 05:01:21.340
from FTI. If we also monitor, they will have

05:01:21.340 --> 05:01:23.720
sent any letter of collection. I don't remember

05:01:23.720 --> 05:01:27.520
seeing any letter of collection from FTI. So

05:01:27.520 --> 05:01:29.560
in this letter you were trying to convey to Mr.

05:01:29.779 --> 05:01:32.599
Sullivan what you believe to be ethical violations

05:01:32.599 --> 05:01:36.340
on the part of people at Prudential and lawyers

05:01:36.340 --> 05:01:38.639
at Baker -McKenzie, correct? That is correct.

05:01:47.500 --> 05:01:50.840
You had sent this email. Negotiations with the

05:01:50.840 --> 05:01:55.520
lenders had failed, correct? Correct. If we could

05:01:55.520 --> 05:02:09.860
turn to 26. 26. 26. So this is email exchanges

05:02:09.860 --> 05:02:16.459
with Michael Wood and yourself in April of 2025.

05:02:17.549 --> 05:02:23.930
I want to first start with Michael Wood's email

05:02:23.930 --> 05:02:27.869
on the bottom of page 2. Do you see that? Yes.

05:02:30.250 --> 05:02:32.790
Was Michael Wood at the time a board member of

05:02:32.790 --> 05:02:35.830
TDC? Or was he formerly a board member of TDC?

05:02:36.529 --> 05:02:39.709
He was. He was a board member. I'm a partner

05:02:39.709 --> 05:02:42.130
for 26 years as well. Do you recall getting this

05:02:42.130 --> 05:02:45.369
email from Mr. Wood? Oh, sure. And he was asking

05:02:45.369 --> 05:02:48.040
for missing information. that would be needed

05:02:48.040 --> 05:02:51.419
to prepare TDC tax returns, correct? That is

05:02:51.419 --> 05:02:54.020
correct. And in his email he stated that he was

05:02:54.020 --> 05:02:56.159
informed that missing this deadline would trigger

05:02:56.159 --> 05:02:59.299
a penalty in excess of $2 million. Isn't that

05:02:59.299 --> 05:03:02.700
what he said? That is correct. And also that

05:03:02.700 --> 05:03:04.939
doing so could result in significant penalties

05:03:04.939 --> 05:03:07.799
to individual shareholders. That's what he said,

05:03:07.860 --> 05:03:12.080
correct? That was his lecture. And he was asking

05:03:12.080 --> 05:03:15.060
you for the necessary information, correct? That

05:03:15.060 --> 05:03:19.139
is correct. And if you go back to the first page,

05:03:27.319 --> 05:03:29.860
in the first paragraph, you indicate that yourself

05:03:29.860 --> 05:03:32.680
and Valeria, is that your daughter? That's my

05:03:32.680 --> 05:03:35.380
daughter. And also board member. And board member.

05:03:35.540 --> 05:03:37.340
And you state that you're not only managers,

05:03:37.959 --> 05:03:40.720
you're only managers and members of TDC, correct?

05:03:41.259 --> 05:03:44.069
Exactly. And you're not accountants? Correct

05:03:44.069 --> 05:03:46.310
that we are not and you didn't believe you had

05:03:46.310 --> 05:03:48.369
the responsibility to provide the information

05:03:48.369 --> 05:03:51.689
to mr. Wood, correct? That is correct And at

05:03:51.689 --> 05:03:54.729
the bottom paragraph Your first sentence I have

05:03:54.729 --> 05:03:56.990
nothing more to talk to with people like you

05:03:56.990 --> 05:03:58.970
get your lawyers come for me and take care of

05:03:58.970 --> 05:04:13.209
the situation Did you say that's mr. Wood? the

05:04:13.209 --> 05:04:15.069
debtors filing for bankruptcy here in the United

05:04:15.069 --> 05:04:18.869
States. You learned within a couple days of the

05:04:18.869 --> 05:04:21.869
filings that the U .S. based entities filed for

05:04:21.869 --> 05:04:25.729
Chapter 11 protection on March 31, 2025, correct?

05:04:28.770 --> 05:04:31.549
What happened on March? I was sitting here. Sure.

05:04:31.729 --> 05:04:34.090
Just want to make sure that let's just start.

05:04:34.770 --> 05:04:37.409
You know that the debtors filed, U .S. debtors

05:04:37.409 --> 05:04:40.709
filed for bankruptcy on March 31, 2025, correct?

05:04:41.729 --> 05:04:44.729
I happen to learn that, yes, absent. And on that

05:04:44.729 --> 05:04:47.470
same date, some of the Mexican dolphin entities

05:04:47.470 --> 05:04:51.810
also filed for bankruptcy, correct? On March

05:04:51.810 --> 05:04:58.310
21st? Correct. I don't recall it because I was

05:04:58.310 --> 05:05:00.750
not part of that, but if you say it is, it is

05:05:00.750 --> 05:05:03.549
what it is. Should be. You learned of the bankruptcy

05:05:03.549 --> 05:05:05.310
filing within a couple days of it happening,

05:05:05.389 --> 05:05:09.009
right? Correct. And you just, without revealing,

05:05:09.169 --> 05:05:11.250
not asking for the substance? You discussed the

05:05:11.250 --> 05:05:13.090
bankruptcy filing with your attorneys within

05:05:13.090 --> 05:05:14.970
a couple days after learning that the debtors

05:05:14.970 --> 05:05:22.709
filed for bankruptcy, correct? I'm not asking

05:05:22.709 --> 05:05:24.669
you to reveal what you actually talked about

05:05:24.669 --> 05:05:27.389
with attorneys. I'm just getting you to confirm

05:05:27.389 --> 05:05:30.069
that after you learned about the bankruptcy filing,

05:05:30.610 --> 05:05:32.529
you discussed it with your attorneys, correct?

05:05:34.529 --> 05:05:37.490
I discussed it. I don't remember which day. But

05:05:37.490 --> 05:05:39.330
it was within a couple days after learning of

05:05:39.330 --> 05:05:42.750
the bankruptcy, correct? Probably. You also learned

05:05:42.750 --> 05:05:46.090
that Controlador Dolphin had filed for Chapter

05:05:46.090 --> 05:05:52.130
11 protection on April 16, 2025, correct? I'm

05:05:52.130 --> 05:05:54.630
a little bit confused. Are you telling me that

05:05:54.630 --> 05:05:58.650
it's filed for Chapter 11 on March 31st and on

05:05:58.650 --> 05:06:03.330
April 16, two times? Controlador Dolphin filed

05:06:03.330 --> 05:06:08.979
bankruptcy after the other debtors. aware of

05:06:08.979 --> 05:06:12.159
that um yeah because let's see if i understand

05:06:12.159 --> 05:06:15.700
you said that i happen to learn that on march

05:06:15.700 --> 05:06:19.299
31st controller five for chapter 11 i didn't

05:06:19.299 --> 05:06:21.720
say that i said you haven't learned that the

05:06:21.720 --> 05:06:24.500
us -based debtors debtors and certain mexican

05:06:24.500 --> 05:06:28.360
entities filed for bankruptcy on march 31 2025

05:06:28.360 --> 05:06:32.619
correct all right and you also learned within

05:06:32.619 --> 05:06:35.330
a couple days after it happened that Control

05:06:35.330 --> 05:06:37.650
the Door Dolphin filed for Chapter 11 on April

05:06:37.650 --> 05:06:46.810
16, 2025, correct? Correct. Despite the fact

05:06:46.810 --> 05:06:49.930
that you knew about the Chapter 11 filings, you

05:06:49.930 --> 05:06:52.909
instructed employees not to speak with the debtor

05:06:52.909 --> 05:06:55.349
representatives, correct? No, that is not correct.

05:06:55.830 --> 05:06:58.090
Despite knowing about the debtor's Chapter 11

05:06:58.090 --> 05:07:00.790
cases, you authorized your attorneys to send

05:07:00.790 --> 05:07:03.599
letters. to the debtors saying don't speak with

05:07:03.599 --> 05:07:06.880
dolphin employees, correct? Send my lawyers what?

05:07:07.200 --> 05:07:09.799
You authorized your lawyers to send letters to

05:07:09.799 --> 05:07:11.759
the debtors saying do not speak with dolphin

05:07:11.759 --> 05:07:16.860
employees directly, correct? Are you telling

05:07:16.860 --> 05:07:22.759
me I told my lawyers? I'll try this again. And

05:07:22.759 --> 05:07:24.799
despite knowing about the debtors' bankruptcy

05:07:24.799 --> 05:07:28.880
cases, you authorized your attorneys to send

05:07:28.880 --> 05:07:31.799
letters to the debtors. in which those letters

05:07:31.799 --> 05:07:35.279
said don't speak directly with dolphin employees,

05:07:35.439 --> 05:07:41.000
correct? Correct. So if we go to exhibit 15,

05:07:43.880 --> 05:07:46.400
just let me know when you're there, sir. 15?

05:07:47.240 --> 05:07:55.560
1 -5, correct? Yes, yes, yes. Thank you. Do you

05:07:55.560 --> 05:08:00.200
see the email? from CDA to Mr. Wagstaff on April

05:08:00.200 --> 05:08:04.740
19? Correct. And if you go back to the fourth

05:08:04.740 --> 05:08:11.040
page, it's in the same tab. This email attaches

05:08:11.040 --> 05:08:16.240
an April 18 letter from CDA to Mr. Wagstaff.

05:08:16.520 --> 05:08:21.900
You see that? And then on the first, on the cover

05:08:21.900 --> 05:08:25.979
email, that's CDA sent to Wagstaff. They indicated,

05:08:25.979 --> 05:08:28.619
please see attached correspondence and refrain

05:08:28.619 --> 05:08:31.319
from contacting any of Control Door or Dolphin's

05:08:31.319 --> 05:08:34.740
employees or subsidiaries' employees directly.

05:08:35.099 --> 05:08:40.240
Did I read that correctly? You read very well.

05:08:42.180 --> 05:08:44.759
At the time this letter was sent, CDA and yourself

05:08:44.759 --> 05:08:47.200
were aware that Mr. Wagstaff was the CRO of the

05:08:47.200 --> 05:08:53.159
debtors, correct? At the time of... At the time

05:08:53.159 --> 05:08:58.430
of... Sending this email. You and CDA knew that

05:08:58.430 --> 05:09:05.369
Mr Wagstaff was the debtor CRO, correct? Yeah,

05:09:05.490 --> 05:09:08.990
we heard that. Do you have any reason to believe

05:09:08.990 --> 05:09:11.069
that he was not appointed CRO in these chapter

05:09:11.069 --> 05:09:13.810
11 cases? I never see any engagement that he

05:09:13.810 --> 05:09:17.590
was engaged to CRO at that moment, but what did

05:09:17.590 --> 05:09:20.770
you say? I guess that whatever. And just to confirm,

05:09:20.810 --> 05:09:23.659
you authorized? CDA to send this email letter

05:09:23.659 --> 05:09:27.060
to Mr. Wagstaff, correct? Indeed. If we could

05:09:27.060 --> 05:09:40.540
turn to 31. 31? 3 -1. 3 -1, yes. This is an April

05:09:40.540 --> 05:09:46.380
21, 2025 letter from CDA to Young Conaway, correct?

05:09:47.419 --> 05:09:50.180
Yes. And you are aware? at the time that Young

05:09:50.180 --> 05:09:52.279
-Kanaway represented the debtors in their bankruptcy

05:09:52.279 --> 05:09:55.659
cases, correct? That is correct. And you instructed

05:09:55.659 --> 05:09:59.680
CDA to send this letter, correct? I authorize.

05:10:00.659 --> 05:10:07.959
Correct? I authorize. And in the middle paragraph

05:10:07.959 --> 05:10:13.279
on the page two, CDA advised Young -Kanaway that

05:10:13.279 --> 05:10:15.439
any continuance of the chapter 11 proceeding

05:10:15.439 --> 05:10:18.500
for any of the Mexican entities constitutes a

05:10:18.500 --> 05:10:20.680
direct violation to the precautionary measures

05:10:20.680 --> 05:10:24.240
issued by the Mexican court. Mr. Eduardo Alvaro

05:10:24.240 --> 05:10:27.299
Villanueva is prepared to seek relief and claim

05:10:27.299 --> 05:10:29.659
any damages caused to him or any of the Mexicans.

05:10:29.939 --> 05:10:35.500
Do you see that? I see that. If we go to tab

05:10:35.500 --> 05:10:46.729
30, please. Tab 30 is a letter from the Santa

05:10:46.729 --> 05:10:49.509
Marina Esteta law firm that was sent to young

05:10:49.509 --> 05:10:57.209
Conaway on April 23 2025 correct. Mm -hmm You

05:10:57.209 --> 05:10:59.229
authorized this firm to send this letter to mr.

05:10:59.349 --> 05:11:03.130
Wagstaff or I'm sorry to mr. Brady, correct a

05:11:03.130 --> 05:11:19.509
letter 26 to six three zero 3 -0, April 23, 2025

05:11:19.509 --> 05:11:24.549
letter from Mr. Brady at Yonkanawe. You authorized

05:11:24.549 --> 05:11:27.490
Santa Marina instead of to send this letter to

05:11:27.490 --> 05:11:40.650
Mr. Brady, correct? I authorized that. So, after

05:11:40.650 --> 05:11:43.770
the debtors filed for bankruptcy, you directed...

05:11:43.819 --> 05:11:46.099
Dolphin Group employees not to speak with the

05:11:46.099 --> 05:11:48.439
debtors or the representatives directly, correct?

05:11:51.040 --> 05:11:55.080
After? Yeah. What's your question again? After

05:11:55.080 --> 05:11:57.319
the debtors had filed for bankruptcy and you

05:11:57.319 --> 05:12:00.619
were aware of it, you instructed your employees

05:12:00.619 --> 05:12:03.360
not to speak directly with debtor representatives,

05:12:03.500 --> 05:12:06.459
correct? I instructed my lawyers to tell the

05:12:06.459 --> 05:12:10.060
CRO and these people not to speak to the people

05:12:10.060 --> 05:12:40.130
of... Let's turn to top 32. Page two, please,

05:12:40.150 --> 05:12:43.900
starting with... Second paragraph sure and I

05:12:43.900 --> 05:12:47.840
just I'm sorry because I think I think Mr. Wagstaff

05:12:47.840 --> 05:12:51.759
talked about this one. This is an email on April

05:12:51.759 --> 05:12:57.479
21 2025 From you to dr. Glamour Sanchez, correct?

05:12:57.819 --> 05:13:01.319
Correct, and he is the chief veterinary officer

05:13:01.319 --> 05:13:08.380
for Correct and then if you could go to the second

05:13:08.380 --> 05:13:12.139
paragraph on the next page Yes, therefore you

05:13:12.139 --> 05:13:14.220
should not keep any communication with this people

05:13:14.220 --> 05:13:16.560
who claims to have authority and control the

05:13:16.560 --> 05:13:18.860
door as of today You will continue reporting

05:13:18.860 --> 05:13:28.060
me directly. Do you see that? All right You mean

05:13:28.060 --> 05:13:34.759
you mean an email dated Monday 21st of April

05:13:34.759 --> 05:13:46.930
correct So I just want to say your testimony

05:13:46.930 --> 05:13:48.970
was you never directed any employees not to speak

05:13:48.970 --> 05:13:52.889
directly with debtor employees and I just pointed

05:13:52.889 --> 05:13:55.930
to your email April 21 2025 in which you were

05:13:55.930 --> 05:13:58.509
telling the chief veterinary officer not to speak

05:13:58.509 --> 05:14:00.630
directly with the debtor representatives, correct?

05:14:11.750 --> 05:14:14.750
Yeah, that is the one that I tell. him and you

05:14:14.750 --> 05:14:17.369
can keep communication with them with edwin gonzalez

05:14:17.369 --> 05:14:19.810
and you can keep communication with any people

05:14:19.810 --> 05:14:23.689
with anything related to anima so you're going

05:14:23.689 --> 05:14:26.709
to speak about that but do not do not speak about

05:14:26.709 --> 05:14:29.610
any legal position about about who you report

05:14:29.610 --> 05:14:32.209
or who you work with because that is basically

05:14:32.209 --> 05:14:35.590
what's telling that is subjudice i mean uh so

05:14:35.590 --> 05:14:38.490
if it's just about legal counsel i mean he's

05:14:38.490 --> 05:14:40.930
the chief legal bed i always tell him you are

05:14:40.930 --> 05:14:43.619
free to speak to them as long as it's anything

05:14:43.619 --> 05:14:46.580
related to animal hair care, but not discuss

05:14:46.580 --> 05:14:50.900
about who is running the company. Your own words

05:14:50.900 --> 05:14:55.619
said, do not keep reporting me directly. I'll

05:14:55.619 --> 05:14:58.700
move on. So you would agree that the lenders

05:14:58.700 --> 05:15:02.759
hold liens on all the dolphin group assets under

05:15:02.759 --> 05:15:06.400
the financing agreements, correct? Please repeat

05:15:06.400 --> 05:15:08.419
your question. The lenders hold liens on the

05:15:08.419 --> 05:15:11.180
dolphin group assets under their financing agreements,

05:15:11.360 --> 05:15:18.900
correct? Let me rephrase it. Are the dolphin

05:15:18.900 --> 05:15:23.639
group assets the lenders collateral under the

05:15:23.639 --> 05:15:25.180
agreements between the lenders and the dolphin

05:15:25.180 --> 05:15:29.240
group? Some of them. The liens that the lenders

05:15:29.240 --> 05:15:32.360
have include liens on live animals, correct?

05:15:33.099 --> 05:15:35.900
In some places and in some locations. Some others

05:15:35.900 --> 05:15:40.959
not. Are you aware of a company called Clunamar

05:15:40.959 --> 05:15:45.560
SA? Yes. That's a non -deader entity based in

05:15:45.560 --> 05:15:48.680
Argentina, correct? That is correct. You would

05:15:48.680 --> 05:15:50.279
consider that still part of the dolphin group,

05:15:50.299 --> 05:15:54.380
correct? That is correct. Are you aware that

05:15:54.380 --> 05:15:57.580
Plunamar sold five sea lions to a third party

05:15:57.580 --> 05:16:02.919
on April 30, 2025? I'm not aware that it sold

05:16:02.919 --> 05:16:06.700
any animals. I mean, what is your question again?

05:16:06.979 --> 05:16:11.360
Are you aware that Plunamar sold five sea lions...

05:16:12.400 --> 05:16:16.139
to a third party on our route, April 30, 2025.

05:16:18.439 --> 05:16:26.500
The company was taken by your client. I don't

05:16:26.500 --> 05:16:28.599
remember which day it was taken by your client,

05:16:28.880 --> 05:16:31.779
but it was taken by your client. Could you turn

05:16:31.779 --> 05:16:43.650
the tab 16? Which 16? Yeah, 16. Have you seen

05:16:43.650 --> 05:16:59.970
this contract before? I'm not sure. I saw it,

05:17:00.029 --> 05:17:02.250
but I know about it. I know about it. You would

05:17:02.250 --> 05:17:05.950
agree this reflects that as of April 30, 2025,

05:17:06.229 --> 05:17:12.009
Clunamar sold five sea lions. to shark supply

05:17:12.009 --> 05:17:16.970
for a total of $160 ,000, correct? That is correct.

05:17:20.810 --> 05:17:23.509
The lenders did not consent to the sale of their

05:17:23.509 --> 05:17:25.709
collateral, correct? That was not the collateral.

05:17:25.930 --> 05:17:28.310
Those animals were not the collateral. The animals

05:17:28.310 --> 05:17:33.229
in Argentina were never pledged. And the NPA

05:17:33.229 --> 05:17:36.990
indicates that any asset that is not pledged

05:17:36.990 --> 05:17:42.099
could be used as long as it is for a purpose

05:17:42.099 --> 05:17:46.119
of any business of the company. So we are allowed

05:17:46.119 --> 05:17:49.740
under the MPA to dispose of any acid that is

05:17:49.740 --> 05:17:52.680
not a collateral as long as the funds remain

05:17:52.680 --> 05:17:55.880
in the company, which is the case. So those animals

05:17:55.880 --> 05:18:01.080
were sold to make payments. The funds from those

05:18:01.080 --> 05:18:03.520
animals remain in the company because the company

05:18:03.520 --> 05:18:06.380
needed the resources. And we were allowed to

05:18:06.380 --> 05:18:08.740
do this because the animals were not pledged,

05:18:08.959 --> 05:18:19.169
were not part of the guarantee. That is correct.

05:18:19.729 --> 05:18:27.889
If we could turn to 34. There was earlier testimony

05:18:27.889 --> 05:18:30.990
about the corporate headquarters of the Dolphin

05:18:30.990 --> 05:18:33.750
Company in Cancun, Mexico. Do you agree? This

05:18:33.750 --> 05:18:37.669
is 34. Yeah, it's the color photo. The picture?

05:18:38.169 --> 05:18:41.409
The picture. That's the picture of the Dolphin

05:18:41.409 --> 05:18:45.790
Group headquarters in Cancun, correct? That's

05:18:45.790 --> 05:18:49.069
the picture of my building. Yes And your verified

05:18:49.069 --> 05:18:53.090
response you call this building the dolphin corporate

05:18:53.090 --> 05:18:56.630
headquarters, correct? All right Dolphin group

05:18:56.630 --> 05:18:58.950
employees work out of this building, correct?

05:19:00.330 --> 05:19:04.290
Some of them And some of the top management still

05:19:04.290 --> 05:19:06.549
have offices in this building, correct some of

05:19:06.549 --> 05:19:09.569
them You have an office in this building what

05:19:09.569 --> 05:19:13.970
you do dolphin company work, correct? As one

05:19:13.970 --> 05:19:19.150
of my Three offices that I have. Just so the

05:19:19.150 --> 05:19:21.110
record is clear, you have an office in this building

05:19:21.110 --> 05:19:23.770
in which you do dolphin company work, correct?

05:19:26.669 --> 05:19:29.849
One of the three offices that I have where I

05:19:29.849 --> 05:19:32.669
do work for the dolphin company, work for myself

05:19:32.669 --> 05:19:35.689
and work for other businesses as well. And one

05:19:35.689 --> 05:19:39.069
of the offices in which you do business or do

05:19:39.069 --> 05:19:40.770
work for the dolphin company is located in this

05:19:40.770 --> 05:19:46.840
building, correct? Correct. Now, there was talk

05:19:46.840 --> 05:19:49.319
about a concorso filing, do you recall that?

05:19:52.619 --> 05:19:55.479
Controllador, you recall testimony and your verified

05:19:55.479 --> 05:19:58.080
response, you talk about the concorso mercantile

05:19:58.080 --> 05:20:00.819
petition that was filed for Controllador, correct?

05:20:01.060 --> 05:20:05.060
Yes. And as part of that proceeding, do you recall

05:20:05.060 --> 05:20:07.759
that an official investigator called a visitador

05:20:07.759 --> 05:20:11.299
was appointed? Visitador, yes. And during that

05:20:11.299 --> 05:20:14.860
visitador's investigation, He went to the dolphin

05:20:14.860 --> 05:20:18.900
group corporate headquarters, correct? I went

05:20:18.900 --> 05:20:21.500
to this building and to other two buildings.

05:20:21.500 --> 05:20:23.599
And he went to this building that's depicted

05:20:23.599 --> 05:20:28.540
on 34, correct? He went to this building. Okay.

05:20:31.299 --> 05:20:35.720
And let's talk about there's some testimony.

05:20:36.650 --> 05:20:38.650
in your direct exam as well as your verified

05:20:38.650 --> 05:20:41.610
responses about books and records that are stored

05:20:41.610 --> 05:20:47.930
at this building reflected in tab 34. Your personal

05:20:47.930 --> 05:20:50.490
non -debtor company and debtor corporate files

05:20:50.490 --> 05:20:52.810
are all stored at the headquarters, correct?

05:20:56.049 --> 05:21:00.650
Mike, please could you ask the question? So at

05:21:00.650 --> 05:21:03.509
this building, there are your personal records,

05:21:03.590 --> 05:21:06.200
correct? There are also some non -debtor company

05:21:06.200 --> 05:21:09.939
records, correct? That's correct. And there are

05:21:09.939 --> 05:21:12.919
also some debtor corporate files that are stored

05:21:12.919 --> 05:21:16.959
at that building, correct? That is correct. And

05:21:16.959 --> 05:21:21.639
the debtors book some records that are also in

05:21:21.639 --> 05:21:24.259
hard copy, and they are also stored on a server

05:21:24.259 --> 05:21:27.240
located in this building, correct? Some of them.

05:21:31.990 --> 05:21:34.110
Testify your deposition. I just may ask this

05:21:34.110 --> 05:21:37.930
question your Your personal records and the non

05:21:37.930 --> 05:21:41.930
debtor company records. They are separate and

05:21:41.930 --> 05:21:44.750
Distinct and stored separately from the debtor

05:21:44.750 --> 05:21:51.209
corporate records, correct? That is correct You

05:21:51.209 --> 05:21:54.529
would agree that the US debtors cannot access

05:21:54.529 --> 05:22:02.490
the electronic server from the US, correct? From

05:22:02.490 --> 05:22:05.970
please ask the question So in Mexico you have

05:22:05.970 --> 05:22:09.430
a server and that server has some information

05:22:09.430 --> 05:22:13.270
that relates to the u .s. Debtors, correct? Had

05:22:13.270 --> 05:22:19.770
information on to March Say on to March or the

05:22:19.770 --> 05:22:24.830
day that you took the parts but Copy of those

05:22:24.830 --> 05:22:27.090
records because all the hard records are kept

05:22:27.090 --> 05:22:30.619
in each location in the United States You would

05:22:30.619 --> 05:22:35.139
agree that prior to the petition date, U .S.

05:22:35.220 --> 05:22:37.680
debtors were sending information and there's

05:22:37.680 --> 05:22:40.779
an electronic server in Mexico that contains

05:22:40.779 --> 05:22:44.599
U .S. debtor records and information, correct?

05:22:46.119 --> 05:22:51.099
It contains information of the U .S. entities

05:22:51.099 --> 05:22:55.639
until you people took the management. And as

05:22:55.639 --> 05:22:57.799
of today, you have not provided the debtors with

05:22:57.799 --> 05:23:06.040
access to that server. Correct? For the US entities

05:23:06.040 --> 05:23:09.459
records? I mean, they have the records in the

05:23:09.459 --> 05:23:12.099
place. You haven't provided the debtors with

05:23:12.099 --> 05:23:16.479
access to the server, correct? The server that

05:23:16.479 --> 05:23:20.959
is in this building. Whichever server contains

05:23:20.959 --> 05:23:23.479
debtor records, you have not provided the debtors

05:23:23.479 --> 05:23:26.880
access with that server, correct? I have not

05:23:26.880 --> 05:23:30.200
provided access to... So the server, yeah, it's

05:23:30.200 --> 05:23:33.139
not, I mean, it's a server that is in this building,

05:23:34.180 --> 05:23:39.319
but this building, there is no right to be there.

05:23:39.580 --> 05:23:43.040
So I'm not providing information on this building

05:23:43.040 --> 05:23:48.000
or to the course resource otherwise. And you

05:23:48.000 --> 05:23:50.439
talked earlier about the lease agreement between

05:23:50.439 --> 05:23:54.659
Controladora and you that used to exist as to

05:23:54.659 --> 05:23:59.689
this building, correct? The lease is the lease

05:23:59.689 --> 05:24:04.409
between the company, control adora and the owner

05:24:04.409 --> 05:24:08.930
of this building? What lease you mean? You testified

05:24:08.930 --> 05:24:11.889
earlier that control adora used to lease this

05:24:11.889 --> 05:24:16.330
building from you, correct? The lease was finished

05:24:16.330 --> 05:24:19.349
or not terminated. The lease agreement was for

05:24:19.349 --> 05:24:24.189
three years. From January 24, 2014 until December

05:24:24.189 --> 05:24:28.939
20, 2024. That was subscribed 10 years ago for

05:24:28.939 --> 05:24:32.599
10 years, and we decided not to continue with

05:24:32.599 --> 05:24:46.119
the lease That is correct. Yeah, I was was terribly

05:24:46.119 --> 05:24:48.880
date. It was terribly dated at the end of the

05:24:48.880 --> 05:24:52.099
lease term I asked you during your deposition

05:24:52.099 --> 05:24:53.919
whether there was a written lease termination

05:24:53.919 --> 05:24:55.919
agreement. Do you recall that? It was a letter

05:24:55.919 --> 05:25:03.799
of sending notice that it was going to terminate

05:25:03.799 --> 05:25:05.580
at the end of the lease agreement. So we were

05:25:05.580 --> 05:25:09.099
not renewing the lease. As of today, you have

05:25:09.099 --> 05:25:11.419
not provided the debtors with either the lease

05:25:11.419 --> 05:25:13.880
agreement which you in control of yourself or

05:25:13.880 --> 05:25:16.020
this letter agreement by which you purport to

05:25:16.020 --> 05:25:21.470
have terminated the lease, correct? Well, I provided

05:25:21.470 --> 05:25:27.209
the lease to my lawyers, and I'm not sure if

05:25:27.209 --> 05:25:30.830
they have provided this to you about that. I

05:25:30.830 --> 05:25:33.169
mean, I was asked after that day, I was asked

05:25:33.169 --> 05:25:35.689
by my lawyers about the lease agreement, and

05:25:35.689 --> 05:25:39.130
we sent it to them. So as you sit here today,

05:25:39.130 --> 05:25:40.590
you don't know whether or not the debtors have

05:25:40.590 --> 05:25:42.470
actually been provided with either a copy of

05:25:42.470 --> 05:25:45.689
the lease agreement or the letter that terminated

05:25:45.689 --> 05:25:47.970
or failed to renew the lease agreement which

05:25:47.970 --> 05:25:49.349
you can control the door on yourself, correct?

05:25:50.020 --> 05:25:52.380
I'm not sure if it has to be provided. If it

05:25:52.380 --> 05:25:55.479
has to be provided, I'm happy to send it to you.

05:25:56.779 --> 05:25:58.380
Do you believe that providing the debtors with

05:25:58.380 --> 05:26:01.279
their books and records and the electronic server

05:26:01.279 --> 05:26:03.180
stored in Mexico will allow the debtors to take

05:26:03.180 --> 05:26:05.340
control of the entire dolphin group, correct?

05:26:09.000 --> 05:26:11.979
I'm sorry if I asked you your question again.

05:26:12.479 --> 05:26:15.180
One of the reasons why you haven't provided the

05:26:15.180 --> 05:26:18.119
debtors access to the headquarters or the server

05:26:18.319 --> 05:26:20.060
or all the records they have asked for is you

05:26:20.060 --> 05:26:21.720
believe that'll help them take control over the

05:26:21.720 --> 05:26:24.000
dolphin from you, correct? That's what you're

05:26:24.000 --> 05:26:26.060
understanding, that we have been provided most

05:26:26.060 --> 05:26:28.560
of the information that you have requested. We

05:26:28.560 --> 05:26:33.759
have been provided information, so I mean, why

05:26:33.759 --> 05:26:37.860
to take any time to come here? I mean, we're

05:26:37.860 --> 05:26:40.720
sending most of the information that we have.

05:26:40.720 --> 05:26:42.840
We're sending the information. Were you ever,

05:26:42.860 --> 05:26:45.479
were you in the courtroom when Mr. Wax had the

05:26:45.479 --> 05:26:48.799
CRO testifying? Yes. Do you recall what he was

05:26:48.799 --> 05:26:50.880
saying about the information he's asked for but

05:26:50.880 --> 05:26:54.939
has not yet received? Do you recall that? I recall

05:26:54.939 --> 05:26:58.599
what he said. It's what he said. Mr. Wax, they

05:26:58.599 --> 05:27:01.419
have tests about all the information he needs

05:27:01.419 --> 05:27:05.459
and why he needs it, correct? It's what he said.

05:27:06.919 --> 05:27:09.060
As you sit here today, have you ever served with

05:27:09.060 --> 05:27:11.319
the CRO of a debtor in possession that has reporting

05:27:11.319 --> 05:27:22.840
requirements in a bankruptcy case? Well We have

05:27:22.840 --> 05:27:26.439
we have provided information That we have been

05:27:26.439 --> 05:27:30.040
requested that we have available and we can produce

05:27:30.040 --> 05:27:35.139
we have provided a Information that we have available

05:27:35.139 --> 05:27:38.919
That we can produce that we have available that

05:27:38.919 --> 05:27:42.099
we've been provided that I'm not sure if it's

05:27:42.099 --> 05:27:45.060
all that he wants And I'm not sure if all what

05:27:45.060 --> 05:27:48.720
he's been asking We have it, or we can provide

05:27:48.720 --> 05:27:52.880
it. But everything that he's asking, he has asked,

05:27:53.060 --> 05:27:54.639
and by the way, he keeps asking information.

05:27:54.740 --> 05:27:59.659
He just asked information one day ago. But we've

05:27:59.659 --> 05:28:04.439
been provided as much as we can. Have you provided

05:28:04.439 --> 05:28:08.680
the debtors with all contracts that are in existence

05:28:08.680 --> 05:28:11.380
with dolphin group entities and third parties?

05:28:15.119 --> 05:28:18.799
Are they asking all the countries that what?

05:28:19.439 --> 05:28:21.360
You haven't provided the debtors with all the

05:28:21.360 --> 05:28:25.360
contracts that the dolphin group entities have,

05:28:25.360 --> 05:28:30.319
correct? I understand that we're asking information

05:28:30.319 --> 05:28:32.979
about control at all and not about all the call

05:28:32.979 --> 05:28:37.479
all the companies that but we provided information

05:28:37.479 --> 05:28:45.819
that I mean I I mean I'm Provided all the contrast

05:28:45.819 --> 05:28:49.240
that all the Dolphin companies has that would

05:28:49.240 --> 05:28:53.580
be like I mean more than this room of papers

05:28:53.580 --> 05:28:57.500
about that I mean we've been asking precise information

05:28:57.500 --> 05:29:00.759
because I mean it could be contrast for the last

05:29:00.759 --> 05:29:04.939
26 years we've been asking to be more precise

05:29:04.939 --> 05:29:22.959
to be more efficient I know what he's been asking.

05:29:23.860 --> 05:29:27.540
I don't know what he needs. He hasn't even gone

05:29:27.540 --> 05:29:30.119
to see the places or the locations. I don't see

05:29:30.119 --> 05:29:32.759
how he's going to have time to read all the contests

05:29:32.759 --> 05:29:42.759
of the company for 26 years. We've been provided

05:29:42.759 --> 05:29:47.520
information that we have. Not that he asked because

05:29:47.520 --> 05:29:49.919
maybe he's asking information that we don't have.

05:29:50.159 --> 05:29:53.639
And you haven't provided Mr. Wagstaff and Riveron

05:29:53.639 --> 05:29:56.799
with specific access to the facilities located

05:29:56.799 --> 05:30:01.979
in Mexico, correct? Access to the building? To

05:30:01.979 --> 05:30:06.540
the facilities located in Mexico, correct? No.

05:30:10.759 --> 05:30:34.180
Let's change gears a little bit. So, Mr. Albor,

05:30:34.220 --> 05:30:36.720
during your testimony, you said that the lease

05:30:36.720 --> 05:30:39.860
between Controladora and yourself expired on

05:30:39.860 --> 05:30:44.860
its own terms in 2024, correct? Correct. Do you

05:30:44.860 --> 05:30:48.979
recall entering into the second amended and restated

05:30:48.979 --> 05:30:51.479
note purchase and guarantee agreement in June

05:30:51.479 --> 05:30:59.959
of 2022? June of 2022, yes. Correct. Your Honor,

05:31:00.360 --> 05:31:17.939
maybe it's exhibit 35. I'll just represent that

05:31:17.939 --> 05:31:57.380
this is an excerpt from 35, So your honor, this

05:31:57.380 --> 05:32:05.299
page is one of the pages in schedule 10 .1, existing

05:32:05.299 --> 05:32:09.599
affiliate transactions. And is your honor there?

05:32:09.720 --> 05:32:27.759
I'm sorry. Section 10. Your Honor, can I come

05:32:27.759 --> 05:32:30.020
get the binder? And then I'll find the page.

05:32:30.299 --> 05:32:36.020
Super quick. It's 10 .1 .8. It's like 10 .1,

05:32:36.139 --> 05:32:37.900
and then it says like a dash 8, so it's the eighth

05:32:37.900 --> 05:32:40.779
page. Eighth and last page. Your Honor, it's

05:32:40.779 --> 05:32:43.159
in the schedules at the end of the agreement.

05:32:43.740 --> 05:32:46.419
Oh, it's not the agreement. The schedule, okay.

05:33:07.689 --> 05:33:11.770
You recall executing this agreement in June of

05:33:11.770 --> 05:33:16.130
2022, correct? Correct. And this page of this

05:33:16.130 --> 05:33:20.349
schedule reflects that you represented to the

05:33:20.349 --> 05:33:23.529
lenders in June of 2022 that you had a lease

05:33:23.529 --> 05:33:27.270
between yourself and Controlador Dolphin at this

05:33:27.270 --> 05:33:30.750
location, correct? That is correct. And this

05:33:30.750 --> 05:33:34.169
schedule to this second amendment and restated

05:33:34.169 --> 05:33:36.209
no purchase agreement indicates that that lease

05:33:36.209 --> 05:33:40.849
expires in 2030. Correct. That is correct. I

05:33:40.849 --> 05:34:19.740
can come get that page. That is the date of what?

05:34:21.180 --> 05:34:24.819
You testified earlier that you retook possession

05:34:24.819 --> 05:34:28.020
of the building from the debtors, correct? From

05:34:28.020 --> 05:34:32.560
the trespassers? You retook possession of the

05:34:32.560 --> 05:34:38.159
building from the debtors, correct? You were

05:34:38.159 --> 05:34:41.020
not present at the headquarters while Mr. Wagstaff

05:34:41.020 --> 05:34:43.299
and his team had arrived earlier in the day,

05:34:43.360 --> 05:34:47.000
correct? That is correct. You never saw Mr. Wagstaff

05:34:47.000 --> 05:34:51.119
at the headquarters, correct? Personally not,

05:34:51.139 --> 05:34:55.639
in the cameras, the video cameras. You never

05:34:55.639 --> 05:34:57.619
saw Mr. Wagstaff at the headquarters, correct?

05:34:59.040 --> 05:35:02.709
Not personally, but I saw it in the videos. And

05:35:02.709 --> 05:35:05.069
I understand from your deposition testimony that

05:35:05.069 --> 05:35:08.150
you said within approximately two hours, after

05:35:08.150 --> 05:35:09.909
you learned that Mr. Wagstaff and his team were

05:35:09.909 --> 05:35:11.409
in the headquarters, you went to the district

05:35:11.409 --> 05:35:13.409
attorney's office, correct? That is correct.

05:35:13.770 --> 05:35:15.529
And you provided information to the district

05:35:15.529 --> 05:35:19.349
attorney, correct? That is correct. And then

05:35:19.349 --> 05:35:22.090
after investigation, the district attorney had

05:35:22.090 --> 05:35:24.250
prepared a written complaint, correct? After

05:35:24.250 --> 05:35:27.389
what? After the investigation that the district

05:35:27.389 --> 05:35:30.490
attorney conducted per your verified responses.

05:35:31.979 --> 05:35:34.560
You signed a written complaint, correct? Correct,

05:35:35.040 --> 05:35:37.860
and that the process of the investigation and

05:35:37.860 --> 05:35:40.259
preparing the complaint took about four to five

05:35:40.259 --> 05:35:46.500
hours, correct? Correct. So that process was

05:35:46.500 --> 05:35:50.319
finished between 12 and 1 AM on April 12 2025,

05:35:50.319 --> 05:35:55.680
correct? What process? Going to the district

05:35:55.680 --> 05:35:58.099
attorney's office, providing them documents.

05:35:58.580 --> 05:36:00.919
Having the district attorney prepare the complaint

05:36:00.919 --> 05:36:03.939
you signing it that took about four or five hours

05:36:03.939 --> 05:36:09.779
Yeah, right for five hours And after you had

05:36:09.779 --> 05:36:12.439
the complaint you went to the headquarters with

05:36:12.439 --> 05:36:17.040
The state police crack correct and mr. Wagstaff

05:36:17.040 --> 05:36:19.360
was not there at the time you retook possession

05:36:19.360 --> 05:36:22.860
of the building correct correct And you were

05:36:22.860 --> 05:36:25.180
not aware of any specific facts that mr. Wagstaff

05:36:25.180 --> 05:36:30.590
himself was threatening correct I was not aware

05:36:30.590 --> 05:36:34.669
of what? You have no specific knowledge, no personal

05:36:34.669 --> 05:36:37.590
knowledge that Mr. Wagstaff himself said or did

05:36:37.590 --> 05:36:42.970
anything threatening, correct? Please repeat

05:36:42.970 --> 05:36:45.590
the last part. I didn't understand that. So in

05:36:45.590 --> 05:36:49.970
your verified responses, you stated that Mr.

05:36:50.250 --> 05:36:53.229
Wagstaff and his entourage were threatening.

05:36:54.470 --> 05:36:56.540
Now I'm asking you. Do you have any personal

05:36:56.540 --> 05:36:58.840
knowledge that Mr. Wagstaff himself did anything

05:36:58.840 --> 05:37:06.060
threatening or forcible? No, no personal. Do

05:37:06.060 --> 05:37:08.159
you recall when Mr. Wagstaff was on the stand,

05:37:08.659 --> 05:37:11.340
he was asked questions about whether you had

05:37:11.340 --> 05:37:13.439
verbally threatened any of the debtor representatives

05:37:13.439 --> 05:37:15.299
that night when you retook possession of the

05:37:15.299 --> 05:37:23.000
building? I'm beginning to need some help with

05:37:23.000 --> 05:37:25.900
this. Could you tell me with the translation?

05:37:26.459 --> 05:37:29.319
Let's just start that again. Did you verbally

05:37:29.319 --> 05:37:31.619
threaten any of the debtor representatives that

05:37:31.619 --> 05:37:34.720
night when you retook the building? I don't remember

05:37:34.720 --> 05:37:39.200
any debtors representative. So is your testimony

05:37:39.200 --> 05:37:41.540
that you weren't aware that people at the building

05:37:41.540 --> 05:37:44.580
at the time included Mexican lawyers that had

05:37:44.580 --> 05:37:46.799
been engaged by the debtors? You weren't aware

05:37:46.799 --> 05:37:51.759
of that? I wasn't aware. Did you threaten anyone

05:37:51.759 --> 05:37:58.500
that was there? retook the building. I mean the

05:37:58.500 --> 05:38:01.919
people were taken by the police. Is it your testimony

05:38:01.919 --> 05:38:03.680
that you did not verbally threaten anyone that

05:38:03.680 --> 05:38:09.159
night? I didn't threaten anyone. If you learned

05:38:09.159 --> 05:38:11.479
that there was a 911 government recording of

05:38:11.479 --> 05:38:13.400
the events that night, would that change your

05:38:13.400 --> 05:38:18.139
testimony? What are you asking me? I'm saying

05:38:18.139 --> 05:38:20.639
if you learned that there was a 911 recording

05:38:21.280 --> 05:38:23.479
of the events that took place when you retook

05:38:23.479 --> 05:38:24.880
possession of the building. Would that change

05:38:24.880 --> 05:38:26.720
your testimony about whether or not you verbally

05:38:26.720 --> 05:38:36.099
threatened anyone? That was there when you retook

05:38:36.099 --> 05:38:50.979
possession of the building. I don't really threaten

05:38:50.979 --> 05:38:55.240
anyone, correct? You're asking me that if I threaten

05:38:55.240 --> 05:38:57.919
anybody at the building, whether we took the

05:38:57.919 --> 05:39:01.740
building? Correct. I don't threaten anybody at

05:39:01.740 --> 05:39:13.659
the building. You remember testifying about that

05:39:13.659 --> 05:39:17.659
as of April 29, 2025, the Mexican dolphin group

05:39:17.659 --> 05:39:21.180
entities collectively at $47 ,000 in available

05:39:21.180 --> 05:39:25.159
cash, correct? Yes. And part of the reason why

05:39:25.159 --> 05:39:27.159
the available cash is so low is because of the

05:39:27.159 --> 05:39:29.299
money you've had to spend as a result of litigation,

05:39:29.540 --> 05:39:36.119
correct? Please repeat the question. I'm not

05:39:36.119 --> 05:39:39.419
sure. And it was your position that among the

05:39:39.419 --> 05:39:43.080
reasons why the $47 ,000, why that is so low

05:39:43.080 --> 05:39:45.479
in terms of why the available cash is so low

05:39:45.479 --> 05:39:49.459
is because of litigation, correct? because of

05:39:49.459 --> 05:39:54.240
the litigation situation. However, this time

05:39:54.240 --> 05:39:55.880
it's not the first time that the Mexican Dolphin

05:39:55.880 --> 05:39:59.700
Groups have had liquidity issues, correct? Correct.

05:40:01.220 --> 05:40:03.500
And you've even taken actions to reduce costs

05:40:03.500 --> 05:40:06.580
and preserve funds at Controlador Dolphin and

05:40:06.580 --> 05:40:12.400
the other Mexicanities, correct? I did? You question,

05:40:12.639 --> 05:40:14.919
I'll just question again. Sure. And you've taken

05:40:14.919 --> 05:40:17.939
actions to reduce costs, preserve funds... at

05:40:17.939 --> 05:40:19.540
control the door dolphin and the other Mexican

05:40:19.540 --> 05:40:23.319
entities, correct? Yes, I took actions. And among

05:40:23.319 --> 05:40:26.619
your cost reduction actions is to terminate the

05:40:26.619 --> 05:40:28.580
lease with control the door dolphin at headquarters,

05:40:28.840 --> 05:40:57.250
correct? Correct. So let's turn. Mr. Albert,

05:40:57.450 --> 05:41:03.669
this is a October 2nd, 2024 management presentation,

05:41:04.229 --> 05:41:12.930
correct? And this one? You would agree that this

05:41:12.930 --> 05:41:16.330
is a dolphin company management presentation?

05:41:17.650 --> 05:41:22.790
Which time? As of October 2nd, 2024? Is it the

05:41:22.790 --> 05:41:27.720
document here? Did you have tab 12? Number 12.

05:41:27.840 --> 05:41:39.439
Number 12. Okay. Oh yeah. Yes. And I'm just I'm

05:41:39.439 --> 05:41:42.080
just kidding. You confirm that this is a updated

05:41:42.080 --> 05:41:46.700
special financial report. This for control consolidated

05:41:46.700 --> 05:41:49.439
for control door and its affiliates as of October

05:41:49.439 --> 05:41:54.299
2nd, 2024, right? Yes. If you could turn to page

05:41:54.299 --> 05:42:04.060
four of this presentation. that this all cap

05:42:04.060 --> 05:42:08.799
is management statement from the CFO, correct?

05:42:09.720 --> 05:42:12.860
That is correct. And in this management statement,

05:42:12.939 --> 05:42:15.919
the CFO expresses great concern relating to lack

05:42:15.919 --> 05:42:19.639
of payment of taxes in Mexico, the US, and the

05:42:19.639 --> 05:42:21.880
Dominican Republic, correct? That is correct.

05:42:23.840 --> 05:42:26.919
And in this management statement, the CFO also

05:42:26.919 --> 05:42:28.840
states that the dolphin group management will

05:42:28.840 --> 05:42:31.330
resign. if the company does not get the necessary

05:42:31.330 --> 05:43:00.009
resources to pay taxes, correct? the management

05:43:00.009 --> 05:43:03.529
being forced to allow this to happen despite

05:43:03.529 --> 05:43:06.389
the knowledge of potential signal and sculptor.

05:43:06.529 --> 05:43:09.549
I would please be advised that in case by the

05:43:09.549 --> 05:43:11.330
end of this month of September the company does

05:43:11.330 --> 05:43:12.970
not have the necessary resources for payment

05:43:12.970 --> 05:43:16.250
of the due taxes, the administration will send

05:43:16.250 --> 05:43:18.549
our notice of assignation to all of the shareholders

05:43:18.549 --> 05:43:21.790
of the entities have not paid these taxes and

05:43:21.790 --> 05:43:24.650
the trustee as well as the note holders for our

05:43:24.650 --> 05:43:31.680
senior and junior debtors. So as of this time,

05:43:31.819 --> 05:43:37.400
October 2024, that was the same time period which

05:43:37.400 --> 05:43:40.540
the lenders had provided a term sheet that had

05:43:40.540 --> 05:43:43.979
acceptable economic terms, but there were governance

05:43:43.979 --> 05:43:46.400
changes that you did not accept, correct? That

05:43:46.400 --> 05:43:52.540
is correct. And we talked about the cash position

05:43:52.540 --> 05:43:55.560
as of April 29 only being 47 ,000. You would

05:43:55.560 --> 05:43:58.180
agree that you have no long -term business plan.

05:43:58.619 --> 05:44:01.060
for the Mexican dolphin group entities, correct?

05:44:05.740 --> 05:44:12.380
Please repeat the question. Sure. So you would

05:44:12.380 --> 05:44:14.959
agree that you currently have no long -term business

05:44:14.959 --> 05:44:16.939
plan for the Mexican dolphin group entities,

05:44:17.180 --> 05:44:20.759
correct? That is not correct. Chris, can you

05:44:20.759 --> 05:44:24.799
pull up his deposition? I'll move on, but then

05:44:24.799 --> 05:44:27.400
we'll come back to this, Your Honor. If you go

05:44:27.400 --> 05:44:31.700
to page nine of this document, I think you testified

05:44:31.700 --> 05:44:37.919
during your direct exam that all the fish, all

05:44:37.919 --> 05:44:40.220
the employees are being paid for the Mexican

05:44:40.220 --> 05:44:45.919
enemies, correct? You testified during to those

05:44:45.919 --> 05:44:48.459
facts during your direct examination, correct,

05:44:48.560 --> 05:44:54.139
Mr. Albert? Okay, so let's look in the column

05:44:54.139 --> 05:45:02.099
titled fish, third bullet point down. All right,

05:45:02.099 --> 05:45:04.200
I'm sorry. Second, since we have outstanding

05:45:04.200 --> 05:45:06.799
balances that we have not been able to pay, the

05:45:06.799 --> 05:45:09.560
suppliers stopped the delivery of product. Do

05:45:09.560 --> 05:45:13.619
you see that? The third bullet point says, as

05:45:13.619 --> 05:45:15.700
a consequence, we have to immediately reduce

05:45:15.700 --> 05:45:18.259
diets of animals up to 50 % to have the necessary

05:45:18.259 --> 05:45:20.500
time for the next delivery if suppliers are paid

05:45:20.500 --> 05:45:22.200
in part within the following week. Do you see

05:45:22.200 --> 05:45:25.659
that? What is that? Third bullet point in the

05:45:25.659 --> 05:45:35.180
fish column. In the page 9? Page 9. see where

05:45:35.180 --> 05:45:37.259
it says as a consequence we have to immediately

05:45:37.259 --> 05:45:40.180
reduce diets of the animals at 50 percent to

05:45:40.180 --> 05:45:41.919
have the necessary time for the next delivery

05:45:41.919 --> 05:45:44.040
if suppliers are paid in part within the following

05:45:44.040 --> 05:45:46.939
week do you see that that is yeah i see that

05:45:46.939 --> 05:45:49.200
also says the reduced diets may cause a risk

05:45:49.200 --> 05:45:51.240
in the animal welfare as well as negative behaviors

05:45:51.240 --> 05:45:56.400
from the dolphins that was to reduce that to

05:45:56.400 --> 05:45:58.700
have the necessary time for the next delivery

05:45:58.700 --> 05:46:05.380
i mean that was like uh for a week And the next

05:46:05.380 --> 05:46:08.279
row block where it says payroll, bonuses, and

05:46:08.279 --> 05:46:11.700
commission. Do you see that? It says that the

05:46:11.700 --> 05:46:13.380
company has failed to make complete payments

05:46:13.380 --> 05:46:15.740
of the payroll. There were the bonuses and sales

05:46:15.740 --> 05:46:27.299
commissions. Do you see that? Yes. And then you

05:46:27.299 --> 05:46:31.979
would agree that the debtor's finances have not

05:46:31.979 --> 05:46:35.380
improved. Since October of 2024, correct? All

05:46:35.380 --> 05:46:43.419
right. This is, I believe. 41. Yeah, you go 41.

05:46:45.380 --> 05:46:55.840
And everyone's behind your honor. Mr. Alvarez

05:46:55.840 --> 05:46:57.799
recall I just asked you if you have a long term

05:46:57.799 --> 05:47:01.060
business plan. Could you turn to page 200 of

05:47:01.060 --> 05:47:27.459
your deposition? You recall sitting with me for

05:47:27.459 --> 05:47:29.439
a number of hours during your deposition last

05:47:29.439 --> 05:47:36.189
Wednesday? So at the top of page 200, during

05:47:36.189 --> 05:47:39.770
your deposition, I asked you those very straightforward

05:47:39.770 --> 05:47:42.090
questions. So is it fair to say that at this

05:47:42.090 --> 05:47:44.110
time, you don't have a long -term business plan?

05:47:44.869 --> 05:48:15.139
And you answered, that is fair, yeah. Let's take

05:48:15.139 --> 05:51:16.599
five minutes. I appreciate the extra time. I'm

05:51:16.599 --> 05:51:18.520
happy to report. No further questions. Thank

05:51:18.520 --> 05:51:25.080
you. One quick redirect. Mr. Albor, could you

05:51:25.080 --> 05:51:31.700
go to tab 12, which is that report we were just

05:51:31.700 --> 05:51:35.680
talking about, about the fish? I just wanted

05:51:35.680 --> 05:51:39.520
to ask you a question about that statement about

05:51:39.520 --> 05:51:42.279
having to reduce diets of the animals to 50%.

05:51:43.709 --> 05:51:46.150
That was that this was report was of October

05:51:46.150 --> 05:51:49.509
of 2024 correct. Yes, and what I'm concerned

05:51:49.509 --> 05:51:52.790
about is where we are now Are you taking care

05:51:52.790 --> 05:51:55.930
of making sure that the animals are being paid?

05:51:58.909 --> 05:52:02.009
Okay, it's past six, okay, are we making sure

05:52:02.009 --> 05:52:03.970
that the dolphins are being fed what they're

05:52:03.970 --> 05:52:06.770
supposed to be fed right now Are you making sure

05:52:06.770 --> 05:52:08.689
that their welfare is being taken care of right

05:52:08.689 --> 05:52:12.830
now? Are you making sure that their welfare is

05:52:12.830 --> 05:52:15.069
being taken care of right now? Completely. And

05:52:15.069 --> 05:52:18.270
you're committed to make sure that they are fed

05:52:18.270 --> 05:52:20.729
and their health, safety, and welfare are taken

05:52:20.729 --> 05:52:24.209
care of going forward? That is correct. Thank

05:52:24.209 --> 05:52:26.889
you. No further questions, Your Honor. Thank

05:52:26.889 --> 05:52:43.880
you. You may step down. Thank you. or evidence?

05:52:43.900 --> 05:52:47.700
No, Your Honor. Okay, thank you. Any rebuttal?

05:52:47.860 --> 05:52:50.900
No, Your Honor. Thank you. Okay, then our evidentiary

05:52:50.900 --> 05:52:57.119
record is closed. I am not going to start argument

05:52:57.119 --> 05:53:03.200
at 610, but I do have a question, Mr. Brady.

05:53:03.520 --> 05:53:04.979
I assume you're doing the argument. Who's doing

05:53:04.979 --> 05:53:06.659
the argument? It's me, Your Honor. Oh, then I

05:53:06.659 --> 05:53:08.819
have a question for Mr. Greacher. Mr. Brady.

05:53:22.409 --> 05:53:28.229
is exactly what relief you want. Not the arguments

05:53:28.229 --> 05:53:31.229
for it. I'll hear that at a later time. I want

05:53:31.229 --> 05:53:35.090
to know exactly what orders you want me to enter.

05:54:13.000 --> 05:54:45.200
argue that today, we're entitled to that. of

05:54:45.200 --> 05:55:16.770
some kind of fine. Mr. Moon, if you have anything

05:55:16.770 --> 05:55:18.750
to say in response, I'll hear you for a moment,

05:55:18.810 --> 05:55:22.509
but I really wanted to understand what orders

05:55:22.509 --> 05:55:28.130
I was being asked to enter. Well, my only response,

05:55:28.130 --> 05:55:30.229
Your Honor, is I think we're pretty clear in

05:55:30.229 --> 05:55:34.069
our responses how we think that the court could

05:55:34.069 --> 05:55:36.150
rule. We see a path forward. We're trying to

05:55:36.150 --> 05:55:38.549
give you a path that makes sense, but also honors

05:55:38.549 --> 05:55:41.029
what's going on in Mexico. We understand what

05:55:41.029 --> 05:55:43.049
they want and they'll make their presentation,

05:55:43.049 --> 05:55:45.509
but We object to it for the reasons that we do,

05:55:45.630 --> 05:55:47.990
and I think it's pretty clear. Okay, thank you.

05:55:49.330 --> 05:55:53.169
Okay, as I said, I'm not going to have argument

05:55:53.169 --> 05:55:56.849
tonight. And I do want to read, there's some

05:55:56.849 --> 05:56:00.310
documents in particular I absolutely want to

05:56:00.310 --> 05:56:04.909
read before argument. And I have another contested

05:56:04.909 --> 05:56:07.810
matter tomorrow, which I have not prepped for.

05:56:09.490 --> 05:56:11.880
So I'm not going to have argument tomorrow. We

05:56:11.880 --> 05:56:14.360
will get back in touch with you and we will come

05:56:14.360 --> 05:56:19.040
up with a day. Some of you who have been in front

05:56:19.040 --> 05:56:25.380
of me, particularly this week, know that I will

05:56:25.380 --> 05:56:27.599
have to find a time to squeeze you in. I also

05:56:27.599 --> 05:56:30.080
have started contested confirmation next week.

05:56:30.939 --> 05:56:46.930
So I'll find the time, but... So it's not very

05:56:46.930 --> 05:56:50.090
long, but just letting you know about that. Okay,

05:56:50.150 --> 05:56:52.389
well, yeah, I'm not gonna be able to get you

05:56:52.389 --> 05:56:56.930
in before that, so you're okay. Okay, I will

05:56:56.930 --> 05:56:59.069
find a time as soon as I can to get you back

05:56:59.069 --> 05:57:04.110
here for argument. In a particular argument,

05:57:04.209 --> 05:57:11.270
I want to have the authorities for what it is

05:57:11.270 --> 05:57:17.319
for the relief that you're asking me for. the

05:57:17.319 --> 05:57:20.319
authority on the state violations, the authority

05:57:20.319 --> 05:57:25.119
on the access and what that means and how 542E

05:57:25.119 --> 05:57:30.040
is interpreted. And the imposition of a fine

05:57:30.040 --> 05:57:33.900
as a contempt is what it sounds like. And so

05:57:33.900 --> 05:57:38.000
I want the authority on contempt and what a bankruptcy

05:57:38.000 --> 05:57:42.080
court can do. And if it's already in your filings,

05:57:42.259 --> 05:57:50.229
which I will read, and I have read quickly, I

05:57:50.229 --> 05:57:52.750
will hopefully get up to speed on that, but that's

05:57:52.750 --> 05:57:57.009
what I'm looking for. And what's my authority

05:57:57.009 --> 05:58:02.209
for entering the orders that the debtor and the

05:58:02.209 --> 05:58:05.970
lenders are asking me to enter, given the evidence

05:58:05.970 --> 05:58:09.450
that we've heard? And obviously, anything opposing

05:58:09.450 --> 05:58:16.560
that, that's what I'm looking for. Okay? So we

05:58:16.560 --> 05:58:19.740
will be in touch, and I will get you back here

05:58:19.740 --> 05:58:23.919
as soon as I can for argument. And I plan to

05:58:23.919 --> 05:58:29.139
be prepared to be able to address the legal authorities

05:58:29.139 --> 05:58:38.240
at that time. So any questions? Thank you. We're

05:58:38.240 --> 05:58:38.680
adjourned.