EXhibit 10.7(b)
REAFFIRMATION AND MODIFICATION OF LIMITED GUARANTY AGREEMENT
AND ENVIRONMENTAL INDEMNITY AGREEMENT
THIS REAFFIRMATION AND MODIFICATION OF LIMITED GUARANTY AGREEMENT AND
ENVIRONMENTAL INDEMNITY AGREEMENT (this "Reaffirmation"), dated as of March 24,
2004, to be effective as of December 1, 2003 (the "Effective Date"), is executed
by SONESTA INTERNATIONAL HOTELS CORPORATION, a New York corporation
("Guarantor"), for the use and benefit of SUNAMERICA LIFE INSURANCE COMPANY, an
Arizona corporation ("Lender").
RECITALS
A. On or about June 2, 2000, Lender made a $31,000,000.00 loan (the
"Original Loan") to Sonesta Beach Resort Limited Partnership, a Delaware limited
partnership ("Borrower").
B. The Original Loan is (i) evidenced by a Consolidated and Renewed
Promissory Note dated May 30, 2000, in the original principal amount of the
Original Loan executed by Borrower to the order of Lender (the "Note"), (ii)
secured by, among other things, a Consolidated, Amended and Restated Mortgage,
Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases
and Rents dated as of May 30, 2000 (the "Mortgage"), executed by Borrower for
the benefit of Lender, encumbering certain real property and improvements
thereon commonly known as the Sonesta Beach Resort, Key Biscayne, Florida, more
particularly described in the Mortgage (the "Property") and recorded on June 2,
2000, with the Clerk of Dade County, Florida, at Official Records Book 19137,
Page 1265, and (iii) guaranteed as to certain obligations by Guarantor pursuant
to a Limited Guaranty Agreement dated as of May 30, 2000 (the "Guaranty").
C. In connection with the Original Loan, Borrower and Guarantor also
executed that certain Environmental Indemnity Agreement dated as of May 30, 2000
(the "Environmental Indemnity").
D. The Note, the Mortgage and each other document executed by
Borrower and evidencing or securing the Original Loan, are referred to herein,
collectively, as the "Loan Documents."
E. On or about the date hereof, but effective as of the Effective
Date, Lender and Borrower are amending certain terms and provisions of the Note,
the Mortgage and certain other of the Loan Documents pursuant to a Mortgage and
Loan Modification Agreement dated as of the date hereof (the "Modification
Agreement") executed by Lender and Borrower to, among other things, alter
certain of the interest rate and payment provisions set forth in the Note (the
"Restructure").
F. As a condition of Lender's willingness to enter into the
Restructure and to execute the Modification Agreement, Lender has required that
Guarantor execute this Reaffirmation.
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NOW THEREFORE, in consideration of the Restructure, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Guarantor hereby agrees as follows:
AGREEMENT
1. All references to the term "Note" contained in the Guaranty and
the Environmental Indemnity shall hereafter be deemed to refer to the Note, as
amended by the Modification Agreement.
2. All references to the term "Mortgage" contained in the Guaranty
and the Environmental Indemnity shall hereafter be deemed to refer to the
Mortgage, as modified by the Modification Agreement.
3. All references to the term "Loan Documents" contained in the
Guaranty and the Environmental Indemnity shall hereafter be deemed to refer to
the Loan Documents, as modified by the Modification Agreement.
4. Guarantor hereby consents to (a) the Restructure, (b) each and
every provision of the Note, as modified by the Modification Agreement, (c) each
and every provision of the Mortgage, as modified by the Modification Agreement,
and (d) each and every provision of the Loan Documents, as modified by the
Modification Agreement.
5. Guarantor hereby agrees that all of the terms and provisions of
the Guaranty and the Environmental Indemnity, as modified hereby, are hereby
ratified and reaffirmed, and Guarantor hereby acknowledges the validity and
enforceability thereof.
6. Guarantor hereby re-makes each and every representation of
Guarantor to Lender contained in Section 1 of the Environmental Indemnity.
7. Except as expressly modified herein, the terms and conditions of
the Environmental Indemnity and Guaranty shall remain unmodified and in full
force and effect.
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IN WITNESS WHEREOF, Guarantor has executed this Reaffirmation as of
the date first above written.
GUARANTOR:
SONESTA INTERNATIONAL HOTELS
CORPORATION, a New York corporation
By: /S/
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Xxxxx X. Xxxxxxxxx, Vice President
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