Exhibit 10.6
REAFFIRMATION OF FORECLOSURE GUARANTY
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THIS REAFFIRMATION OF FORECLOSURE GUARANTY (the "Reaffirmation") is made
and entered into as of September 24, 1996, by and between MOHS CORPORATION, a
Delaware corporation ("Guarantor"), and NATIONAL BANK OF CANADA ("Lender").
R E C I T A L S
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A. Lender previously made a loan in the principal amount of Twenty-Five
Million Five Hundred Thousand Dollars ($25,500,000.00) (the "Original Loan") to
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P., a Rhode Island
limited partnership ("Borrower").
B. Guarantor is the general partner of Borrower.
C. As a condition precedent to Lender making the Original Loan to
Borrower, Guarantor executed and delivered that certain Foreclosure Guaranty
dated as of June 12, 1988 in favor of and for the benefit of Lender (the
"Guaranty"; a copy of such Guaranty is attached hereto as Exhibit A).
D. The Original Loan matured on June 12, 1996 and has not been repaid.
In lieu of exercising its rights and remedies with respect to Borrower's failure
to repay the Original Loan when due, Lender agreed with Borrower to amend and
restate the various terms, conditions, covenants and provisions of the Original
Loan and its related documents. The Original Loan, as so amended and restated,
is hereinafter referred to as the "Amended and Restated Loan".
E. Lender has agreed to amend and restate the Original Loan on the
condition that Guarantor duly execute and deliver this Reaffirmation in favor of
and for the benefit of Lender.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and promises herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby conclusively acknowledged, Lender and
Guarantor agree as follows:
1. Guarantor hereby reaffirms the terms and provisions of the Guaranty.
2. Guarantor hereby covenants and agrees that, notwithstanding the
amendment and restatement of the Original Loan, the Guaranty shall remain in
full force and effect and guarantor's obligations thereunder shall apply to the
Amended and Restated Loan to the same extent as to the Original Loan.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Reaffirmation as of the day and year first above written.
MOHS CORPORATION, a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President
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NATIONAL BANK OF CANADA
By: /s/ Xxxx Xxx Xxxxxx
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Name: Xxxx Xxx Xxxxxx
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Title: Vice President
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2
EXHIBIT A
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FORECLOSURE GUARANTY
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THIS GUARANTY, is made this 12th day of June, 1988, by MOHS CORPORATION, a
Delaware corporation ("Guarantor"), to NATIONAL BANK OF CANADA (the, "Lender").
To induce Lender to lend to Mutual Benefit Chicago Marriott Suite Hotel
Partners, L.P. ("Borrower"), a Rhode Island limited partnership, the sum of
$25,500,000 ("Mortgage Debt") for the finance the purchase of a Marriott Suite
Hotel in Rosemont, Illinois (the "Hotel"), the undersigned Guarantor represents,
warrants and covenants to Lender as follows:
1. Guarantor unconditionally guaranties to Lender an amount up to five
million dollars ($5,000,000) upon a foreclosure on the Hotel by the Lender. Such
Guaranty is payable to the lender (i) only upon a foreclosure by the Lender and
(ii) only in the event the proceeds from the foreclosure were five million
dollars ($5,000,000) or less. Under such circumstances, the Guarantor would pay
to the Lender the difference between such proceeds and five million dollars
($5,000,000).
2. No delay on Lender's part in exercising any right, power or privilege
under this Guaranty or any other document executed by Guarantor or Borrower to
Lender shall operate as a waiver of any such privilege, power or right.
3. This Guaranty shall be interpreted, construed and enforced in
accordance with the laws of the State of Illinois.
GUARANTOR
MOHS CORPORATION,
a Delaware corporation
By: /s/ [SIGNATURE APPEARS HERE]
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Vice President
(Corporate Seal)
A-1
