GUARANTY
Reference is made to (1) that certain Loan Agreement ("Loan Agreement") dated as
of December ___, 1996, by and between MASTERS OF TOURISM ("Borrower") and
SONESTA INTERNATIONAL HOTELS LIMITED ("Sonesta Limited"), and to (2) that
certain Management Agreement, dated as of December 13, 1991, by and between
Borrower, as "Owner", and Sonesta Limited, as "Operator", as amended to date
("Management Agreement"). For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned (the "Guarantor")
agrees as follows:
1. Guaranty of Payment and Performance of Obligations. The undersigned
Guarantor, jointly and severally with each other person or entity which
guarantees the "Obligations" (as hereinafter defined), hereby
unconditionally guarantees to Sonesta International Hotels Corporation and
Sonesta Limited (jointly and severally "Sonesta") that Borrower will duly
and punctually pay and perform, at the place specified therefor, the
following amounts when and as required to be paid by Borrower pursuant to
the Loan Agreement and the Management Agreement: Any and all interest,
principal, fees, charges, and other amounts at any time payable by Borrower
to Sonesta (or their affiliates) under the Loan Agreement and/or the
Management Agreement. The obligations so guaranteed pursuant to the
preceding sentence may be collectively referred to in this Guaranty as the
"Obligations". This Guaranty is an absolute, unconditional and continuing
guaranty of the full and punctual payment and performance by Borrower of
the Obligations and not of their collectibility only and is in no way
conditioned upon any requirement that Sonesta first attempt to collect any
of the Obligations from Borrower or resort to any security or other means
of obtaining payment of any of the Obligations. Upon any default by
Borrower in the full and punctual payment and performance of the
Obligations, the liabilities and obligations of the Guarantor hereunder
shall, at the option of Sonesta, become forthwith due and payable to
Sonesta without demand or notice of any nature, all of which are expressly
waived by the Guarantor. Payments by the Guarantor hereunder may be
required by Sonesta on any number of occasions.
2. Guarantor's Further Agreements to Pay. The Guarantor further agrees, as
the principal obligor and not as a guarantor only, to pay to Sonesta
forthwith upon demand, in funds immediately available to Sonesta, all costs
and expenses (including court costs, attorneys' fees and legal expenses)
incurred or expended by Sonesta in connection with the enforcement hereof,
together with interest on amounts recoverable under this Guaranty from the
time such amounts become due until payment at the rate of 18% per annum but
not in excess of the maximum amount permitted by law.
3. Guarantor's Warranty and Representation. The Guarantor further
unconditionally guarantees to Sonesta the authenticity, validity, and
effectiveness of the "Board Declaration" delivered to Sonesta as of the
date of this Guaranty (being the same Board Declaration referenced as
"Exhibit A" to the Loan Agreement).
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4. Liability of Guarantor. The liability of the Guarantor hereunder shall
be unlimited, except as specifically set forth herein.
5. Security; Set-off. The Guarantor grants to Sonesta, as security for the
full and punctual payment and performance of the Guarantor's obligations
hereunder, a security interest in all property belonging to the Guarantor
now or hereafter held by Sonesta and in all sums credited by or due from
Sonesta to the Guarantor, regardless of the adequacy of any collateral or
other means of obtaining repayment of the Obligations. Sonesta may at any
time and without notice to the Guarantor set off the whole or any portion
or portions of any or all such sums against amounts payable under the
Guaranty.
6. Sonesta's Freedom to Deal with Borrower and Other Parties. Sonesta shall
be at liberty, without giving notice to or obtaining the assent of
Guarantor and without relieving the Guarantor of any liability hereunder,
to deal with Borrower, and with each other party who is now or after the
date hereof becomes liable in any manner for any of the Obligations, in
such manner as Sonesta in its sole discretion deems fit, and to this end
the Guarantor gives to Sonesta full authority in its sole discretion to do
any or all of the following things (but without any obligation of Sonesta
to do so): (a) extend credit, make loans and afford other financial
accommodations to Borrower at such times, in such amounts and on such terms
as Sonesta may approve, (b) vary the terms and grant extensions or renewals
of any present or future indebtedness or obligations to Sonesta of Borrower
or any such other party, (c) grant time, waivers and other indulgences in
respect thereto, (d) vary, release, exchange or discharge, wholly or
partially, or delay in or abstain from perfecting and enforcing any
security or guaranty or other means of obtaining payment of any of the
Obligations which Sonesta now has or acquires after the date hereof, (e)
accept partial payments from Borrower or any such other party, (f) release
or discharge wholly or partially, any endorser or guarantor, and (g)
compromise or make any settlement or other arrangement with Borrower or any
such other party.
7. Unenforceability of Obligations Against Borrower; Invalidity of Security
or Other Guarantees. If for any reason Borrower has no legal existence or
is under no legal obligations to discharge any of the Obligations
undertaken or purported to be undertaken by it or on its behalf, or if any
of the moneys included in the Obligations have become irrecoverable from
Borrower by operation of law or for any other reason, this Guaranty shall
nevertheless be binding on the Guarantor to the same extent as if the
Guarantor at all times had been the principal debtor on all such
Obligations. This Guaranty shall be in addition to any other guaranty or
other security for the Obligations, and it shall not be prejudiced or
rendered unenforceable by the invalidity of any such other guaranty or
security.
8. Waivers by Guarantor. The Guarantor waives notice of acceptance hereof,
notice of any action taken or admitted by Sonesta in reliance hereon, and
any requirement that Sonesta be diligent or prompt in making demands
hereunder, giving notice of any default by Borrower or asserting any other
right of Sonesta hereunder. The Guarantor also irrevocably waives, to the
fullest extent permitted by law, all
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defenses which at any time may be available in respect of the Guarantor's
obligation hereunder by virtue of any homestead exemption, valuation, stay,
moratorium law or other similar law now or hereafter in effect.
9. No contest with Sonesta. So long as any Obligations remain unpaid or
undischarged, and notwithstanding any other provision of this Guaranty, the
Guarantor agrees that such Guarantor will not, by paying any sum
recoverable hereunder (whether or not demanded by Sonesta) or by any means
or on any other ground, claim any set-off or counterclaim against Borrower
in respect of any liability of the Guarantor to Borrower, or, in
proceedings under any applicable bankruptcy laws or insolvency proceedings,
or of any nature, prove in competition with Sonesta in respect of any
payment hereunder or be entitled to have the benefit of any counterclaim or
proof of claim or dividend or payment by or on behalf of Borrower or the
benefit of any other security for any obligation which, now or hereafter,
Sonesta may hold or in which it may have a share.
10. Preferences; Revival. Sonesta shall have the continuing and exclusive
right to apply or reverse and re-apply any and all payments to any portion
of the Obligations. To the extent that the Guarantor makes a payment or
payments to Sonesta or Sonesta receives any payment or proceeds for
Borrower's or any Guarantor's direct or indirect benefit, which payment or
proceeds or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or
federal law, common law or equitable cause, then, to the extent of such
payment or proceeds received, the Obligations, or part thereof intended to
be satisfied shall be revived and continue in full force and effect, as if
such payment or proceeds had not been received by Sonesta. This Section 9
shall survive the termination of this Guaranty.
11. Amendments, Waivers, etc. No provision of this Guaranty can be changed,
waived, discharged, or terminated except by an instrument in writing signed
by Sonesta and the Guarantor expressly referring to the provision of this
Guaranty to which such instrument relates; and no such waiver shall extend
to, affect or impair any right with respect to any Obligation which is not
expressly dealt with therein. No course of dealing or delay or omission on
the part of Sonesta in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto.
12. Miscellaneous Provisions. This Guaranty is intended to take effect as a
sealed instrument to be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts and shall inure to the benefit of
Sonesta and its successors in title, assigns, and legal representatives and
shall be binding on the Guarantor and such Guarantor's successors in title,
assigns, and legal representatives. The Guarantor agrees that any action
under this Guaranty may be properly brought, for purposes of jurisdiction
and of venue, in any federal or state court located in either, (i) Cairo,
Arab Republic of Egypt, or (ii) the Guarantor's place of residence.
13. Joint and Several Liability. The liability of the Guarantor hereunder
shall be joint and several in all respects with Borrower and each and every
other person or entity which guaranties any or all of the Obligations, and
any action to enforce this guaranty
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may be brought against the Guarantor and any or all of such other
guarantors concurrently, consecutively or in any order that Sonesta may
deem appropriate in its sole and exclusive judgment.
14. Conflict. To the extent of any conflict between the terms of this
Guaranty and terms of the Loan Agreement and/or the Management Agreement,
this Guaranty shall be deemed to control.
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the 18th
day of December, 1996.
Witness /s/
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____________________ Xxxxxxx Xxxxxx Xxxxx Xxx
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Xxx Xxxxxxxxxxxx xx Xxxxxxxxxxxxx
Xxxxxxx, ss December __, 1996
Then personally appeared the above-named Xxxxxxx Xxxxxx Xxxxx Xxx and
acknowledged the foregoing instrument to be his free act and deed, before me.
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Notary Public
My Commission Expires: ____________
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