ex10_31.htm


     

    
      

      

    

    
 

    Exhibit
10.31

    


    


    


    


    


    August
18, 2009

    


    Mamdouh
Philippe, President

    Saint
George for Tourism Investment & Hotel Management

    Nefertari
Street

    Luxor,
Egypt

    


    RE:           Loan Agreement: U.S.
$855,384.00

    


    Dear Mr.
Philippe:

    


    This
letter agreement shall be deemed a Loan Agreement under which Sonesta
International Hotels Limited (“Sonesta” or “Lender”) will advance the sum of
U.S. $500,000.00 to Saint George for Tourism Investment & Hotel Management
(formerly Mamdouh & Basem Philipco), “Owner” of Sonesta St. George Hotel,
Luxor (“Hotel”), which amount will be added to the U.S. $355,384 that was owed
by Owner to Sonesta, as of June 30, 2009 (and remains outstanding), regarding
that certain Management Agreement, dated May 11, 1995, originally between
Philippe Co. for Hotels, as Owner, and Sonesta, as Operator (the “Management
Agreement”).  (For purposes of this Loan Agreement, you may be
referred to as “Owner” or “Borrower”.)

    


    Amount of
Loan: U.S. $855,384.00, comprising $355,384 owed to Sonesta as of June
30, 2009, and U.S. $500,000 of new advances, to be advanced on or about
September 1, 2009 (the “Loan”).

    


    Date of
Loan:  The Loan shall be deemed made as of January 1, 2009, and
interest at the Interest Rate shall be deemed to accrue as of that
date.

    


    Purpose:  To
provide Owner with funding to complete the guestrooms (8th Floor
and other) and other improvements at the Hotel.

    


    Repayment
of Loan: The Loan shall be repaid to Sonesta International Hotels Limited
(“Lender”), in currency of the United States, in twelve (12) monthly
installments, each of which shall be due and payable on the first day of each
calendar month.  The first monthly payment shall be due and payable
September 1, 2010.  (The attached “Repayment Schedule” reflects the
monthly repayment of the Loan, together with interest at the Interest
Rate.)

    


    Delivery
of Checks:  Simultaneously with the making of the Loan you will
deliver to Sonesta twelve (12) post-dated checks, one for each of the twelve
monthly installments referred to in the “Repayment of Loan” section, above, and
each in the amount of U.S. $80,015.00.  Each check shall be signed
personally by you.  The checks will be dated on the first day of each
month, beginning with September 1, 2010 and ending August 1, 2011.

    


    Interest
Rate: The Loan shall be repaid, together with interest at the “Interest
Rate”, which shall be equal to 5.25% per annum (the current Prime Rate plus
2).  The Interest Rate shall apply as of January 1, 2009, and be fixed
for the duration of the Loan.


    
      
         


      

      
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    Default
Rate/Charges: In the event that the Loan is not repaid in accordance with
this letter agreement, or if any portion of the Loan, or Loan interest, remains
unpaid as of September 1, 2011, interest shall accrue on the amount of the Loan,
and interest, then outstanding at the rate of eight percent (8%) per annum.
Borrower shall also be responsible for reimbursing Lender for any costs Lender
incurs in enforcing this letter agreement, including reasonable attorney’s
fees.  In the event of any default by Borrower in repaying the Loan,
Borrower, as Owner of the Hotel under the Management Agreement, hereby
authorizes and instructs Lender, as Operator of the Hotel under said Management
Agreement, to repay the Loan, from the income of the Hotel, and to charge any
such amounts used to repay the Loan, or to pay interest thereon, to the Owner’s
account.

    


    Prepayment:                                Borrower
may prepay the Loan, and interest thereon, at any time without charge or
penalty.

    


    


    In
Witness Whereof, the parties have set their hands and seals as of this August
24, 2009.

    


    


    Borrower:                                                                                                       Lender:

    Saint
George for Tourism Investment &
Hotel                                                                                                Sonesta
International Hotels Limited

    Management
(formerly Mamdouh & Basem Philipco)

    


    


    By:             /s/ Mamdouh Philippe
Megalaa                                                                           By:             /s/ Boy A.J. van
Riel

    Mamdouh Philippe
Megalaa                                                                                                  
Boy A.J. van Riel

    President                                                                                                     Vice President &
Treasurer

    


    


    


    


    


    


    


    GUARANTY

    The
undersigned, Mamdouh Philippe Megalaa, individually, agrees, jointly and
severally, to guaranty the obligations of the Borrower, Saint George for Tourism
Investment & Hotel Management (formerly Mamdouh & Basem Philipco), under
the above loan letter agreement.  The Lender (or its successor) shall
have the right to demand payment from me, on a joint and several basis, without
need for first demanding payment from the Borrower.

    


    


    By:             /s/ Mamdouh Philippe
Megalaa                                                                           

    Mamdouh Philippe Megalaa

    


    Date:                      August
24, 2009

    



    
      
         


      

      
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    Promissory
Note

    


    


    
      Amount:

    

    
           U.S.
$ 855,384.00

    

    


    
      	
              Name
      of Debtor:

            	
              Saint
      George for Tourism Investment & Hotel Management (formerly Mamdouh
      & Basem Philipco)

            


    

    


    Address
of
Debtor:                                           Nefertari
Street, Luxor, Egypt

    


    On or
before September 1, 2011, we the Debtor shall pay to the order of the Creditor,
Sonesta International Hotels Limited, whose address is c/o Sonesta International
Hotels Corporation, 116 Huntington Avenue, Boston, Massachusetts, U.S.A., by
virtue of this promissory note, the sum stated above, which is Eight Hundred
Fifty Five Thousand Three Hundred Eighty Four United States Dollars (U.S.
$855,384.00), as we received such value in cash.  Payment shall be
made at the address of the Creditor and any dispute arising out of this
promissory note shall be settled by the Cairo courts.

    


    In the
event that we do not make full and timely payment, the full outstanding amount
shall automatically bear a delay interest of 8% (eight percent) annually,
accruing from the due date until the date of full payment, without need for any
notice, procedure, or protest.

    


    The
Creditor shall have the right to assign this promissory note at its discretion,
without need for our consent.  Our liability for the amount set forth
in this promissory note shall be released only after the Creditor, or its
assignee, endorses this promissory note to the effect that it has received
payment in full and has delivered the original promissory note to
us.

    


    Made as
of January 1, 2009

    


    
      	
              Debtor:

            	
              Saint
      George for Tourism Investment & Hotel Management (formerly Mamdouh
      & Basem Philipco)

            


    

    


    By:                        /s/ Mamdouh Philippe
Megalaa                                                                           

    Name:                                Mamdouh
Philippe Megalaa

    Title:                                President

    


    I hereby
jointly and severally guarantee the payment of the above-mentioned
amount.  The Creditor shall have the right to demand payment from me,
on a joint and several basis, without need for first demanding payment from the
Debtor.

    


    Made as
of January 1, 2009

    


    Guarantor:                      Mamdouh
Philippe Megalaa

    


    By:                        /s/ Mamdouh Philippe
Megalaa                                                                           


    
      
         


      

      
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