Exhibit 10.1(c)
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 May
30, 2000, 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 January 6, 1997, Lender made a $22,880,000.00 loan
(the "Original Loan") to Charterhouse of Cambridge Trust and Sonesta of
Massachusetts, Inc. (collectively, the "Borrower").
B. The Original Loan is (i) evidenced by a Promissory Note in the
principal amount of the Original Loan dated as of December 18, 1996 (the
"Note"), (ii) secured by, among other things, a Mortgage, Security Agreement,
Fixture Filing, Financing Statement and Assignment of Leases and Rents
("Mortgage") dated as of December 18, 1996, granted by Borrower for the benefit
of Lender encumbering Borrower's fee interest and leasehold interest in and to
certain real property commonly known as the Royal Sonesta Hotel, City of
Cambridge, Middlesex County, Massachusetts, and more particularly described in
the Mortgage (the "Property"), and (iii) guaranteed as to certain obligations by
Guarantor pursuant to a Limited Guaranty Agreement dated as of December 18, 1996
(the "Guaranty").
C. In connection with the Original Loan, Borrower and Guarantor also
executed that certain Environmental Indemnity Agreement dated as of December 18,
1996 (the "Environmental Indemnity").
D. On or about June 1, 2000, Lender is making an additional advance
to Borrower in the amount of $19,865,733.66 (the "Additional Advance"), and
Lender and Borrower are (i) consolidating, amending and restating the Original
Loan and the Additional Advance pursuant to an Amended and Restated Promissory
Note dated as of the date hereof in the original principal amount of
$41,000,000.00 (the "Amended and Restated Note"; the loan evidenced by the
Amended and Restated Note being referred to herein as the "Loan"), and (ii)
amending the Mortgage and certain other loan documents pursuant to a Mortgage
and Loan Modification Agreement dated as of the date hereof (the "Modification
Agreement") to, among other things, (A) secure the Amended and Restated Note,
and (B) cross collateralize and cross default the Loan with that certain loan in
the original principal amount of $31,000,000.00 being made this date by Lender
to an affiliate of Borrower, Sonesta Beach Resort Limited Partnership.
E. As a condition of Lender's willingness to make the Additional
Advance and execute the Modification Agreement, Lender has required that
Guarantor execute this Reaffirmation.
NOW THEREFORE, in consideration of the Additional Advance, 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 Amended
and Restated Note.
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 defined in and modified by the Modification Agreement.
4. Guarantor hereby consents to the Additional Advance, and to each
and every provision of the Amended and Restated Note and 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.
[Balance of page intentionally left blank]
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/
-----------------------------------------
Xxxxx X. Xxxxxxxxx, Vice President
