GUARANTY
Reference is made to (1) that certain Amendment to Loan Agreement ("Loan
Agreement") dated as of April ___, 1997, 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).
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 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.
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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 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.
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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
29 day of April, 1997.
/s/ Xxxxxxx Xxxxxx Xxxxx Xxx
Witness ______________________________
Xxxxxxx Xxxxxx Xxxxx Xxx
/s/?????????????????/
____________________________
The Commonwealth of Massachusetts
Suffolk, ss April 29, 1997
Then personally appeared the above-named Xxxxxxx Xxxxxx Xxxxx
Xxx and acknowledged the foregoing instrument to be his free act and deed,
before me.
Xxxxx X. Xxxxxxxxx
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Notary Public
My Commission Expires: 4/17/2003
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