ex10_15.htm


    
      

    

    Exhibit
10.15

    


    HOTEL
LEASE


    Amendment No.
1

    


    AGREEMENT
dated as of the 26th day of
November, 1973, by and between CHATEAU LOUISIANE, INC., a Louisiana corporation
hereinafter called "Landlord", and LOUISIANA SONESTA CORPORATION (formerly The
Royal Orleans, Inc.), a Louisiana corporation hereinafter called
"Tenant";

    


    W I T N E S S E T
H    T H A T  :

    


    WHEREAS,
by act dated December 12, 1967, registered COB 683-D, Folio 40-43 (the "Lease"),
Landlord did lease to Tenant certain properties located in the City of New
Orleans, and

    


    WHEREAS,
certain events have transpired subsequent to that date that make it in the
interest of both Landlord and Tenant to amend the Lease;

    


    NOW,
THEREFORE, the parties hereby agree that the Lease between them shall be and the
same is hereby amended as follows:

    


    1.            
 Effective January 1, 1980, the amount of any accumulated Net Loss of
Tenant shall be reduced by the total amount of amortization and interest charged
by Tenant as an expense, pursuant to the provisions of Section 7(a); provided,
however/that such reduction shall not operate to require the payment of any
Percentage Rent with respect to any lease years ending prior to January 1, 1980
nor to create any Net Profits as of December 31, 1979.

    


    2.         
    For the purposes of Section 14 of the Lease any
transaction, whether sale, pledge, or otherwise, the effect of which is to cause
direct or indirect control and beneficial ownership of the majority of Tenant to
cease to be vested in Sonesta International Hotels Corporation shall be treated
as an assignment of, the Lease; provided, however, that the consent of Landlord
shall not be required to any pledge or other encumbrance in favor of a bank,
trust company, savings and loan association, or life insurance company in order
to secure a bona fide indebtedness of Tenant or any guarantor of the Lease,
where the same is made in good faith and not in an effort to effect a change in
the Tenant of the demised premises without the consent of
Landlord.  No such pledge or other encumbrance shall operate to
diminish any rights of Landlord or to confer on the pledgee or other assignee
any right to transfer the leasehold interest of Tenant (whether by transfer of
the obligation secured by the encumbrance of the leasehold interest or
otherwise) except as provided in Section 14 of the Lease.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    3.          
   (a)  Notwithstanding the provisions of Section 18(3)
of the Lease, Landlord agrees that Tenant shall not be in default hereunder as a
result of the termination of the lease of the Royal Orleans Hotel from Royal St.
Louis, Inc. ("Royal" which term shall refer to any then lessor of the lease of
the Royal Orleans Hotel) to Lex Hotels (New Orleans), Inc. ("Lex"), being the
lease originally dated October 14, 1957 from Royal to Hotel Corporation of
Louisiana (said lease and all amendments previously entered into and all
subsequent amendments being hereafter called the 'Royal Lease"), provided that,
within fourteen (14) days following delivery to Tenant of notice of termination
of the Royal Lease from Landlord, Tenant

    


    
      	
               
      

            	
              (i)

            	
              agrees
      to perform all of the obligations of' the Tenant
    thereunder,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              pays
      to Landlord an amount equal to all sums that may be due and owing to Royal
      by Lex, whether, as rent or otherwise (but not as a result of acceleration
      or damages (except out-of-pocket expenditures by Royal required to protect
      its interests) coming due solely as a result of the default by Lex)
      pursuant to the Royal Lease, together with interest on each installment
      thereof at the rate of 8% per annum from the date upon which such
      installment became due until the date of payment,
  and

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              if
      the default by Lex is of a nature that cannot be cured by the payment of
      money, promptly undertakes such steps as maybe necessary to cure such
      default, and prosecutes the same with due diligence to timely
      completion.

            


    

    


    Upon the
performance by Tenant of the foregoing Tenant shall have the right and
obligation to enter into a lease on the same terms and conditions as the Royal
Lease at the time of its termination, and Landlord agrees to use its best
efforts to cause Royal to execute such lease in favor of Tenant.

    


    (b)  Notwithstanding
the provisions of subparagraph (a) of this Section 3 if the Royal Lease shall
have been amended after the date hereof but prior to its termination after a
default, as described in said paragraph (a), and either

    


    
      	
               
      

            	
              (i)

            	
              the
      Tenant shall have reasonably denied its consent thereto after such consent
      was requested in writing by Landlord prior to the making of such
      amendment, or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              such
      consent was not requested in writing, by Landlord prior to the making of
      such amendment, then notwithstanding the Provisions of clause (3) of
      Section 18 of the Lease, Tenant shall not be in default hereunder as a
      result of the termination of the Royal Lease, provided that, within
      fourteen (14) days following delivery of notice of termination of the
      Royal Lease from Landlord, Tenant

            


    

    


    
      	
               
      

            	
              (x)

            	
              agrees
      to perform all of the obligations of the Tenant as they existed thereunder
      excluding any amendment to which Tenant reasonably did not, or was not
      requested to, consent,

            


    

    


    
      	
               
      

            	
              (y)

            	
              pays
      to Landlord an amount equal to all sums that would have been due and owing
      to Royal by Lex had the Royal Lease not been so amended, whether as rent
      or otherwise (but not as a result of acceleration or damages (except
      out-of-pocket expenditures by Royal required to protect its interests)
      coming due solely as a result of the default by Lex) pursuant to the Royal
      Lease, together with Interest on each installment thereof at the rate of
      8% per annum from the date upon which such installment became due until
      the payment, and

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (z)

            	
              if
      the default by Lex is of a nature that cannot be cured by the payment of
      money and did not arise out of obligations created by such amendment,
      promptly undertakes such steps as may be necessary to cure such default,
      and prosecute the same with due diligence to timely
      completion.

            


    

    


    Upon the
performance by Tenant of the foregoing, Tenant shall have the right and
obligation to enter into a lease on the same terms and conditions as the Royal
Lease at the date hereof (and as subsequently amended, but excluding any
amendment to which Tenant reasonably did not, or was not requested to consent),
and Landlord agrees to use its best efforts to cause Royal to execute such lease
in favor of Tenant; or, at its option, Tenant may cause the Royal Lease to be
reassigned to it by the tenant thereof.  In the event that Tenant
elects to have the Royal Lease reassigned to it and the Royal Lease shall have
been amended subsequent to the date hereof without the consent of Tenant, and
Tenant's lack of consent shall have been reasonable, or if Tenant's consent was
not requested in writing by Landlord prior to making such amendment, then
Landlord agrees to use its best efforts to cause Royal to amend the Royal Lease
to eliminate those provisions to which 'Tenant reasonably did not consent, or
was not so requested to consent prior to the making of such
amendment.

    


    (c)  In
the event that the consent of Tenant to a proposed amendment of the Royal Lease
is requested, Tenant shall have the right promptly following such request to
cause the reasonableness of its requested consent to be the subject matter of
arbitration invoked pursuant to Section 27 of the Lease. In the event that
Tenant shall fail to consent to a proposed amendment of the Royal Lease (having
been requested to do so by Landlord prior to making such amendment) without
invoking arbitration, then Landlord shall similarly have the right to invoke an
arbitration. In the event that neither party has invoked such an arbitration and
the Royal Lease has been amended without the consent of Tenant, then Tenant
shall at any time thereafter (but prior to the time of a default by the Tenant
under the Royal Lease) have the right to invoke such an
arbitration.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (d)  Landlord
shall request the consent of The Equitable Life Assurance Society of the United
States ("Equitable"), or other mortgagee, as hereinafter provided, to the
granting of the lease, as described in Sections 3(a) and 3(b) above, to Tenant
if there then remains outstanding and undischarged the debt of Landlord secured
by the real estate mortgage held by Equitable and dated 15 October 1969, or any
debt incurred by Landlord in substitution of such indebtedness to Equitable and
upon substantially similar terms and conditions. Equitable or such other
mortgagee shall have the right to withhold its consent to such granting of a
lease to Tenant if on the date Tenant would otherwise have entered into such a
lease, another party acceptable to Equitable, Royal and Landlord takes the
actions and makes the agreements set forth in Section 3(a)(i), (ii) and (iii)
hereof.

    


    (e)  If
for any reason whatsoever the lease described in either subparagraph (a) or (b)
above as the case may be, is not granted to Tenant promptly upon fulfillment by
Tenant of the necessary conditions described in said subparagraph (a) or (b)
entitling Tenant to such lease, then and in such event:

    


    
      	
               
      

            	
              (i)

            	
              Landlord
      shall forthwith reimburse Tenant in an amount equal to all sums (A)
      theretofore paid by Tenant to Landlord pursuant to paragraph 3(a)(ii) or
      3(b), as the case may be, and (B) expended by Tenant, as required by the
      terms of the Royal Lease, pursuant to paragraph 3(a)(iii) or 3(b)(z), as
      the case may be, (and Tenant shall have the right, without prejudice to
      its other rights, to offset any amounts not so reimbursed against
      installments of rent due hereunder),
and

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              this
      lease shall be deemed further amended as from the date of the default
      under the Royal Lease by the deletion of clause (3) of Section 18 of the
      Lease.

            


    

    


    4.        
    (a)  Landlord shall, or shall cause Royal to,
serve notice on the tenant under the Royal Lease within five days after it or
Royal first has knowledge of a default thereunder, and shall deliver to Tenant a
copy of any notice given by it or Royal of a default under the Royal Lease at
the time the same is given.  Furthermore, it shall promptly give
Tenant notice of any proceedings instituted by Royal to terminate the Royal
Lease, and shall inform Tenant from time to time with respect to the progress of
all such proceedings.  Landlord shall use its best efforts to cause
Royal to exercise its rights and pursue its remedies set forth in Section 18 of
the Royal Lease in the manner of a prudent lessor desirous of maintaining its
property in good condition and maximizing its return therefrom; provided,
however, that in furtherance and not in limitation of the foregoing requirement,
Landlord shall endeavor to cause Royal timely and diligently to exercise all of
its rights and pursue all of its remedies under the Royal Lease if the default
of the Tenant thereunder shall be in the nonpayment of rent, taxes, insurance
premiums, or utility charges.  If Royal does not exercise its rights
and pursue its remedies as set forth in the preceding sentence, then and in such
event, this lease shall be deemed further amended as from the date of the
default under the Royal Lease by the deletion of clause (3) of Section 18 of the
Lease unless Tenant agrees within seven (7) days following the receipt of notice
of termination of the Royal Lease from Landlord, to the conditions set forth in
paragraph 3(a) or 3(b), as the case may be.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (b)  To
the extent of any sums paid by Tenant to Landlord pursuant to the provisions of
paragraph 3(a)(ii) or 3(b)(y) hereof or expended by Tenant, as required by the
terms of the Royal Lease, pursuant to the provisions of paragraph 3(a)(iii) or
3(b)(z) hereof, Landlord shall reimburse Tenant out of any recovery against the
Tenant under the Royal Lease forthwith upon receipt thereof.

    


    5.    
        (a)  In the event that
the tenant under the Royal Lease shall request the consent of Royal to an
assignment, transfer, encumbrance or mortgage of the Royal Lease as required by
Section 14 of the Royal Lease, then Landlord shall promptly notify Tenant of
such request and shall request the concurrence of Tenant to the granting of such
consent.  In the event that Tenant within fourteen (14) days following
delivery of such notice shall notify Landlord that it does not wish Landlord to
consent to such assignment, transfer, encumbrance, or mortgage, then Landlord
shall use its best efforts to cause Royal to deny such consent, whereupon Tenant
shall be obligated at its sole cost and expense to defend any proceeding brought
against Royal and Landlord or either of them by reason of Royal's refusal to
grant such consent, and shall protect, indemnify, and save Landlord and Royal
harmless from and against all claims asserted and damages sustained should it
subsequently be determined that Royal's failure to consent was not
reasonable.

    


    (b)  In
the event that Royal shall consent to an assignment, transfer, encumbrance or
mortgage of the Royal Lease, except as provided in the preceding subparagraph,
then this Lease shall be deemed further amended by the deletion of clause (3) of
Section 18 of the Lease.

    


    6.          
  Each of the parties agrees, upon the request of the other, to
execute a statement to the effect that the Lease remains in full force and
effect in accordance with its terms (as the same may hereafter be modified) and,
if such be the case, that the other party is not in default thereunder, in order
that such statement may be relied upon by any then present or prospective
purchaser, lender, auditor, mortgagee or other interested
party.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this agreement to be executed on the
date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Witnesses:

                                        	 	
                                          CHATEAU
      LOUISIANE, INC.

                                        
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                                          By
      

                                        	
                                          /s/ Laurence M. Williams

                                        	 
      
	 
      	 	 
      	
                                          Laurence
      M. Williams, Vice President

                                        	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                                          Attest

                                        	
                                          /s/ Stephen B. Lemann

                                        	 
      
	 
      	 	 
      	
                                          Stephen
      B. Lemann, Secretary

                                        	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                                          LOUISIANA
      SONESTA CORPORATION

                                        
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                                          By
      

                                        	
                                          /s/ John J. Duane

                                        	 
      
	 
      	 	 
      	
                                          John
      J. Duane, Vice President

                                        	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                                          Attest

                                        	 
      	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    The
undersigned Royal St. Louis, Inc., as owner of all of the issued and outstanding
stock of Chateau Louisiane, Inc., does hereby agree to grant the lease or make
the amendments, as the case may be, called for pursuant to Section 3 of the
above and foregoing amendment, to exercise its rights in the manner set forth in
Section 4 thereof, and to deny its consent in the manner set forth in Section 5
thereof.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Witnesses:

                          	 
      	
                            ROYAL
      ST. LOUIS, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By
      

                          	
                            /s/ Laurence M. Williams

                          	 
      
	 
      	 
      	 
      	
                            Laurence
      M. Williams, Vice President

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            Attest

                          	
                            /s/ Stephen B. Lemann

                          	 
      
	 
      	 
      	 
      	
                            Stephen
      B. Lemann, Secretary

                          	 
      


                  

                

              

            

          

        

      

    

    


    


    


    The
undersigned Sonesta International Hotels Corporation (formerly Hotel Corporation
of America), as guarantor of the obligations of Tenant pursuant to the Lease
dated December 12, 1967, does hereby consent to the execution of the above and
foregoing amendment and agrees that it shall remain obligated in solido with
Louisiana Sonesta Corporation pursuant to the terms of the Lease as amended by
the foregoing Amendment No. 1 and agrees that its obligations as guarantor of
the Royal Lease, as modified by the terms of the assignment thereof, also remain
in full force and effect.

    


    


    
      
        
          
            
              
                
                  	
                          Witnesses:

                        	 
      	
                          SONESTA
      INTERNATIONAL HOTELS CORPORATION

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By
      

                        	
                          /s/ John J. Duane

                        	 
      
	 
      	 
      	 
      	
                          John
      J. Duane, Vice President

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          Attest

                        	 
      	 
      


                

              

            

          

        

      

    

    


    


    


    STATE OF
LOUISIANA

    


    PARISH OF
ORLEANS


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    On this
28th
day of November, 1973, before me appeared LAURENCE M. WILLIAMS, to me personally
known, who being by me duly sworn, did say that he is the Vice President of
ROYAL ST. LOUIS, INC., and that the above and foregoing instrument was signed
and sealed on behalf of the corporation by authority of its Board of Directors,
and the said appearer acknowledged the instrument to be the free act and deed of
said corporation.

    


    


    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Notary
      Public

                	 
      


        

      

    

    


    


    


    STATE OF
LOUISIANA

    


    PARISH OF
ORLEANS

    


    On this
28th
day of November, 1973, before me appeared LAURENCE M. WILLIAMS, to me personally
known, who being by me duly sworn, did say that he is the Vice President of
CHATEAU LOUISIANE INC., and that the above and foregoing instrument was signed
and sealed on behalf of the corporation by authority of its Board of Directors
and the said appearer acknowledged the instrument to be the free act and deed of
said corporation.

    


    


    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Notary
      Public

                	 
      


        

      

    

    


    


    


    COMMONWEALTH
OF MASSACHUSETTS

    


    COUNTY OF
SUFFOLK


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    On this
26th
day of November, 1973, before me appeared John J. Duane, to me personally known,
who being by me duly sworn, did say that he is the Vice President of LOUISIANA
SONESTA CORPORATION, and that the above and foregoing instrument was signed and
sealed on behalf of the corporation by authority of its Board of Directors, and
the said appearer acknowledged the instrument to be the free act and deed of
said corporation.

    


    


    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Notary
      Public

                	 
      


        

      

    

    


    


    


    COMMONWEALTH
OF MASSACHUSETTS

    


    COUNTY OF
SUFFOLK

    


    On this
26th
day of November, 1973, before me appeared John J. Duane, to me personally known,
who being by me duly sworn, did say that he is the Vice President of SONESTA
INTERNATIONAL HOTELS CORPORATION, and that the above and foregoing instrument
was signed and sealed on behalf of the corporation by authority of its Board of
Directors, and the said appearer acknowledged the instrument to be the free act
and deed of said corporation.

    


    


    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Notary
      Public

                	 
      


        

      

    

     

     

    11