AMENDMENT TO LOAN AGREEMENT
Reference is made to the Loan Agreement made as of the 18th
day of December, 1996 in the City of Boston, Massachusetts, U.S.A. by and
between SONESTA INTERNATIONAL HOTELS LIMITED (or its assignee) organized and
existing under the laws of The Bahamas and having its principal place of
business at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, X.X.X. and represented
in the signature of this Agreement by Xxxxx X. Xxxxxxxxx, Vice President
(hereinafter referred to as the "Lender"), and MASTERS OF TOURISM organized and
existing under the laws of The Arab Republic of Egypt and having its principal
place of business at Xxxxx Xxxxx Avenue, El Abour Building, Xx. 00, Xxxx 00,
Xxxxxxxxxx, Xxxxx, Xxxxx and represented in the signature of this Agreement by
XXXXXXX XXXXXX XXXXX XXX, CHAIRMAN (hereinafter referred to as the "Borrower")
("Loan Agreement"). This agreement shall constitute an "Amendment" to the Loan
Agreement.
WHEREAS the Lender agrees to provide the Borrower with an
additional loan facility in the amount of Five Hundred Thousand Dollars (U.S.
$500,000.00) to be used as hereinafter mentioned and upon and according to the
terms and subject to the conditions hereinafter mentioned. Now it is hereby
agreed to amend the Loan Agreement as follows:
1. Section 1.10 is amended to refer to "One Million Five Hundred Thousand
Dollars (U.S. $1,500,000)", instead of "One Million Dollars (U.S.
$1,000,000)".
2. Sections 1.11 and 2.04 are amended by substituting the words "Prime
Rate charged by United States Trust Company, Boston, Massachusetts" for
the words "LIBOR (one (1) year rate) plus 2% per annum".
3. In Section 2.02, the reference to "80 guestrooms (74 by new
construction, 6 by completing existing guestrooms)" is hereby amended
to refer to "160 guestrooms (154 by new construction, 6 by completing
existing guestrooms)".
4. Subsection 2.03 (A) is hereby revised to provide as follows:
A. The Loan shall be funded as follows:
-- one-third (1/3): $500,000.00 when Lender has approved the
plans and specifications for the Improvements, and
construction has commenced (which amount has previously
been advanced)
-- one-third (1/3): $500,000.00 when the development of the
Improvements is fifty percent (50%) complete
-- one-third (1/3): $500,000.00 when the Improvements are
completed (as completion is described in Section 2 of the
"Fourth Amendment" to the Management Agreement, dated
April 29, 1997).
5. Section 2.06 is hereby revised to provide as follows:
2.06 Repayment of Loan. The Loan shall be repaid to Lender out of
the "Owner's Return" payable to Owner (as provided in the
Management Agreement) in 8 annual installments of U.S.
$187,500.00, together with accrued interest on the Loan, each such
payment shall be made on or before January 1 of each year,
commencing January 1, 1998. The Operator, under the said
Management Agreement, is hereby authorized and instructed to make
any payment(s) due hereunder from "Owner's Return" directly to
itself as Lender hereunder.
6. Borrower represents and warrants that it has taken all appropriate and
necessary corporate action to authorize the execution and delivery of
this Amendment and the performance and observance of the terms and
conditions hereof and thereof. A copy of the Board Declaration (in
English) passed by Borrower's Board of Directors is attached hereto as
Exhibit A.
7. In all other respects the Loan Agreement remains unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in Boston, Massachusetts, U.S.A., by their respective
duly authorized signatories as of April 29, 1997.
Witness: SONESTA INTERNATIONAL HOTELS LIMITED
/s/ ?????????????? /s/ Xxxxx X. Xxxxxxxxx
____________________ By: ________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Witness: MASTERS OF TOURISM
/s/ ????????????? /s/ Xxxxxxx Xxxxxx Xxxxx Xxx
____________________ By: ________________________________
Name: Xxxxxxx Xxxxxx Xxxxx Xxx
Title: Chairman
Witness: /s/ Xxxxxxx Xxxxxx Xxxxx Xxx
By: ________________________________
Xxxxxxx Xxxxxx Xxxxx Xxx
/s/ ???????????????
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EXHIBIT A
BOARD DECLARATION
The Board of Directors of Masters of Tourism (S.A.E.), the sole owner and
beneficiary of that certain resort hotel known as Sonesta Beach Resort, Sharm El
Sheikh, in its meeting held on _________________ in the city of ______________
declares and represents that the company did not assign any of its rights in the
said hotel to any legal entity or person and approves unanimously the terms of
the "Amendment to Loan Agreement" between Sonesta International Hotels Limited
and our company representing an additional loan of U.S. Five Hundred Thousand
Dollars ($500,000.00). This loan and the previous loan of U.S. $1,000,000 shall
together be repaid over 8 years together with interest at the "Prime Rate"
charged by United States Trust Company, Boston, Massachusetts, U.S.A., in
accordance with the Loan Agreement, as amended.
The Board of Directors approves as a guarantee for the said loan(s) to assign
unconditionally all of its rights and interests in the Management Agreement of
and pertaining to SONESTA BEACH RESORT, SHARM EL SHEIKH, dated December 13, 1991
to SONESTA INTERNATIONAL HOTELS LIMITED.
The Board of Directors delegates Xx. Xxxxxxx Xxxxxx Xxxxx Aly to sign on behalf
of the company the Amendment to Loan Agreement and any documents relating to the
said Loan.
