EXHIBIT 10.2
AGREEMENT
Reference is made to the Purchase and Sales Agreement ("P & S"), dated as of
November 10, 1995, by and between Casablanca Resorts Development of Anguilla
Ltd. (Seller) and Sonesta Hotels of Anguilla, Ltd. (Purchaser).
This agreement shall modify the P & S and terms defined in the P & S which
are used herein shall be the same meaning as under the P & S.
(1) The parties agree and acknowledge that Seller has agreed to reduce
the Purchase Price by the amount (s) of the expenses described in subsections
(i), (ii), and (iii) of Section 2.2 of the P & S (and further agree and
acknowledge that said provisions are clear on their face and do not conflict
with any other Sections of the P & S, including without limitation Sections
6.11 and 6.13 which address other matters). Notwithstanding said provisions
of Section 2.2, the parties agree that the amounts described in said
subsection (iii) shall not be offset against the amounts described in
subsections (A) and (B), as provided in the P & S, but shall instead be
payable by Seller as follows: From the first business interruption and/or
rental value proceeds received by Seller with respect to the period from
Hurricane Xxxx on September 5, 1995 through March 1, 1996. In the event that
said amounts described in Section 2.2 (iii) of the P & S have not been fully
reimbursed to Purchaser on or before the third anniversary of the Date of
Closing, Purchaser shall be entitled to offset any such unpaid amounts
against the payment to be made to Seller pursuant to subsection (C) of
Section 2.2 of the P & S.
Interest shall only accrue and be payable by Purchaser on the amount
described in subsection 2.2 (C) to the extent that the U. S. $1,000,000
referenced in said subsection (C) (as same may be reduced by advances under
EXHIBIT A to the P & S) exceeds the amount(s) owed and unpaid by Seller under
this Section (1) from time to time.
(2) Following the Closing, Seller shall supervise the repair and
restoration of the Property, as contemplated in Section 4.5 of the P & S.
Seller shall employ its own employees and outside contractors for this
purpose. Purchaser shall provide three (3) guestrooms at the Property until
January 12, 1996 to house Seller's, employees, and Seller hereby indemnifies
and holds harmless Purchaser from and against any costs, expenses or
liabilities Purchaser may incur as a result of providing rooms for Seller's
employees. The parties agree to set aside $50,000 of the purchase money
otherwise payable to Seller at Closing under the P & S and such funds shall
be available to satisfy any unpaid and outstanding costs and expenses
incurred by Seller under this Section and/or to pay for work which Seller did
not complete. (Such funds are not intended to
represent the unpaid or anticipated charges referenced in the last paragraph
of Section 2.2 of the P & S.)
(3) Although title to the Property is expected to pass to Purchaser on
about November 28, 1995, Seller shall be responsible for maintaining the
condition of the Property, including without limitation the physical
condition of the Property and Property systems (such as plumbing, sanitation,
desalinization, electrical, grounds and the like) in good working order and
condition.
(4) On January 5, 1996, the Parties shall conduct a full inspection of
the Property and shall note such "Punch-list" and other items which have not
been fully repaired or restored or which are not otherwise in the condition
provided in the P & S. Seller shall promptly undertake to complete all such
items in an expedited manner but in any event no later than January 12, 1996.
The performance of Seller's obligation under this agreement shall not be
excused or delayed due to force majeure or acts of God, the parties agreeing
that time is of the essence; and Seller further acknowledges that its failure
to complete the restoration of the Property on a timely basis will cause
Purchaser to suffer substantial monetary damages.
(5) On or before December 1, 1995, Seller shall furnish to Purchaser
"work letters" executed by each and every employee of Seller and of
independent contractors who are supplying service in connection with the work
described in the preceding sections, which work letters shall contain an
acknowledgment of the workers that he or they have been paid fully for all
work performed to the date of the work letter, that said workers understands
he (or they) was not an employee of the Purchaser, and shall look only to the
Seller for compensation and work-related benefits.
(6) Seller agrees to continue to replace and refurbish landscaping at
the Property in order to bring the Property to its pre-Hurricane Xxxx
condition. The Parties agree to set aside $25,000 of the purchase money
otherwise payable to Seller at Closing under the P & S and such funds shall
be available to supplement said landscaping subsequent to January 5, 1996.
The parties further agree that they will use their best efforts in good faith
to determine how much of said $25,000 shall be required to augment such
landscaping expenditure so as to put the Property in pre-Hurricane Xxxx
condition. In the event the parties cannot agree on the need and/or amount
for application of said proceeds, they shall together discuss and agree upon
a procedure for resolving their dispute.
(7) Nothing in this agreement shall change in any way the
responsibility of Seller for items listed in Section 2.2 of the P & S which
responsibility shall continue until March 1, 1996.
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(8) At Closing Purchaser shall obtain ownership of the personal
property listed on Exhibit 2.2 (B) of the P & S. Notwithstanding the
foregoing Purchaser agrees that if Seller is required to reconvey any of such
personal property to the "Manager" (as defined in Section 4.3 of the P & S)
as part of a settlement with such Manager, Purchaser shall convey the same to
Seller, and Seller agrees to provide reasonable compensation to Purchaser for
such items.
In Witness whereof the parties have hereto set their hands and seals as
of this day of November, 1995.
SONESTA HOTELS OF ANGUILLA, LTD.
Witness By: /S/
BY: /S/..............................................
CASABLANCA RESORTS DEVELOPMENT OF ANGUILLA LIMITED
BY: /S/.............................................. Witness By: /S/
.... /S/..............................................
KAMAL ALSULTANY
.... /S/..............................................
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