ex10_35.htm


     

    
      

      

    

    
 

    EXHIBIT
10.35

    LOAN
AGREEMENT

    


    This Loan
Agreement is made as of January 1, 2010 in the City of Boston, Massachusetts,
U.S.A. by and between

    


    
      	
              1.  

            	
              SONESTA INTERNATIONAL HOTELS
      LIMITED, organized and existing under the laws of the Bahamas and
      having its principal place of business at 116 Huntington Avenue, Boston,
      Massachusetts, U.S.A. herein represented Mr. Peter J. Sonnabend, in his
      capacity as Vice President;

            


    

    (hereinafter
referred to as the “Lender”)

    


    
      	
              2.  

            	
              MASTERS OF TOURISM,
      organized and existing under the laws of the Arab Republic of Egypt and
      having its principal place of business at Salah Salem Street, El Obour
      Buildings, No.13, Flat 84, Heliopolis, Cairo, Egypt herein represented in
      this Agreement by Mr. Mohamed Hisham Ahmed Aly in his capacity as
      Chairman; and

            


    

    


    
      	
              3.  

            	
              Mr. MOHAMED HISHAM AHMED
      ALY, residing at 336 Nessim Pasha Street, Haram, Giza, ID number
      24409250100571 in his personal
capacity.

            


    

    


    (2 &
3 hereinafter referred to jointly and severally as the “Borrower”)

    


    The
Lender and Borrower shall be collectively hereinafter referred to as (the “Parties”)

    


    Whereas,
the Lender agrees to provide the Borrower with a loan facility in the amount of
Five Hundred Thousand US Dollars (US$ 500,000) to be used as according to the
terms and subject to the conditions hereinafter mentioned.

    


    NOW THEREFORE, in
consideration of the above promises and the mutual covenants herein contained,
the Parties hereby agree as follows:

    


    Section 1,
Definitions

    


    The
following terms shall have the meanings set forth below.

    


    
      	
              1.01  

            	
              “Advance” shall mean an
      advance to the Borrower by the Lender pursuant to Section 2 of this
      Agreement.

            


    

    


    
      	
              1.02  

            	
              “Banking day” shall mean
      a day on which banks are open for business in New York and London for
      interbank Dollar deposits in
London.

            


    

    


    
      	
              1.03  

            	
              “Event of Default” shall
      have the meaning set forth in Section 2.04 of this
    Agreement.

            


    

    


    
      	
              1.04  

            	
              “Indebtedness” shall
      mean in regards to the Borrower all indebtedness (including guarantees and
      other contingent obligations) with respect to borrowed
    money.

            


    

    


    
      	
              1.05  

            	
              “Lending office” shall
      mean the office of the Lender located at its address or any other office
      of such Lender as it may from time to time notify the
      Borrower.

            


    

    



    
      
        
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        1

        
          

        

      

      
         


      

    


    
      	
              1.06  

            	
              “Management Agreement”
      shall mean and refer to the Amended and Restated Management Agreement
      between Lender and Borrower, dated January 1, 2004, as amended on January
      24, 2008 and by a “Second Amendment” of even date, under which Lender
      operates the Hotel.

            


    

    


    Section 2, The
Loan

    


    
      	
              2.01

            	
              Agreement
      to Lend. Subject to the terms and conditions of this Agreement, the
      Lender hereby agrees to provide the Borrower with a loan facility through
      Lender’s lending office in the amount of Five Hundred Thousand US Dollars
      (US$ 500,000), or where the context may require, the amount thereof then
      outstanding (“Loan”).

            


    

    


    
      	
              2.02

            	
              Purpose
      of the Loan.  The Borrower agrees that the Loan will be
      used solely to finance the expansion and improvement of Sonesta Beach
      Resort Sharm El-Sheikh (“Hotel”) by completing
      the 167 deluxe guestrooms (“Guestrooms”) and related
      support facilities (“Support Facilities”)
      currently under construction on land immediately contiguous to the
      existing Resort facilities, to the north, and as further described in the
      “Second Amendment” referenced above.  (The Guestrooms and
      Support Facilities (described further in Exhibit
      A hereto) are hereafter jointly and severally referred to as the
      “Improvements”.)  Borrower
      further, warrants and represents that the proceeds of the Loan are
      sufficient to complete the Improvements and render them ready for full
      occupancy and use by Resort guests.

            


    

    


    Borrower
undertakes to deliver the Improvements to the Lender to operate as an additional
part of the Hotel by no later than January 15, 2010 (“Deadline”).

    


    In
additional to any other remedies available to the Lender, failure to meet such
Deadline shall be deemed as a material breach of this Agreement and shall
entitle the Lender to liquidated damages of US $5,000 per day.

    


    
      	
              2.03

            	
              Interest.  The
      Borrower agrees to pay to the Lender interest on the Loan at a rate of
      5.25% per annum.

            


    

    


    
      	
              2.04

            	
              Default
      Interest.

            


    

    


    
      	
              (A)  

            	
              Upon
      the occurrence of an Event of Default, the Borrower shall, upon notice by
      the Lender, pay on demand interest on the Loan outstanding at the rate
      that is three (3) percentage points per annum above the interest rate on
      the Loan calculated pursuant to Section
2.03.

            


    

    


    
      	
              (B)  

            	
              In
      addition to payment of such default interest, the Borrower shall indemnify
      the Lender against any costs and losses, which are not covered by the
      default interest payable pursuant to Section 2.04 (A) resulting from the
      Borrower failing to pay when due any amounts of principal or interest
      hereunder.

            


    


    
      
        
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        2

        
          

        

      

      
         


      

    


    


    
      	
              2.05

            	
              Repayment
      of Loan.  Borrower and Lender acknowledge that the Loan
      shall be repaid to Lender by Masters of Tourism with thirty-six (36)
      checks in US Dollars – one for each month during 2010 (beginning February
      2010), 2011 and 2012, and January 2013 – signed personally by Mr. Mohamed
      Hisham Ahmed Aly, Chairman of Masters of Tourism, and dated the 25th
      day of each month. (The attached Exhibit
      B represents the amounts of the payments if the proceeds of the
      loan are disbursed in January 2010). In the event of any default, however,
      and in addition to any other remedies available to Lender, Lender is
      authorized by Borrower to repay the Loan out of the “Landlord’s Share”
      distributable to Owner, together with interest. For this purpose,
      “Landlord’s Share” is deemed to be net profits after all Resort expenses,
      including Operator’s fees and monthly installments of loan repayments to
      Operator, and after reserves deemed necessary by Operator in its
      reasonable judgment. The Operator, under the said Management Agreement, is
      hereby authorized and instructed to make any payment(s) due hereunder from
      “Landlord’s Share” directly to itself as Lender
  hereunder.

            


    

    


    Section 3,
Taxes

    


    
      	
              3.01

            	
              Taxes.  The
      Borrower shall hold the Lender harmless from any liability with respect to
      the delay or failure by the Borrower to pay any taxes or charges imposed
      by law or by any tax authority with regard to any aspect of the
      transactions contemplated by this Agreement, and shall reimburse the
      Lender upon demand for any such taxes paid by Lender in connection
      herewith whether or not such taxes shall be correctly or legally asserted
      or otherwise contested or contestable, together with any interest,
      penalties, premiums, and expenses in connection
  therewith.

            


    

    


    Section 4,
Covenants

    


    
      	
              4.01

            	
              Performance
      of Obligations. The Borrower shall
      perform all its other obligations, undertakings and covenants, and
      punctually pay all indebtedness and all amounts due under this Agreement
      and the Management Agreement at the times and on the dates specified
      herein.

            


    

    


    Section 5, Events of
Default

    


    
      	
              5.01

            	
              Events
      of Default. Each of the following events and occurrences shall
      constitute an Event of Default under this
  Agreement:

            


    

    


    
      	
              (A)  

            	
              The
      Borrower fails to make payment of any amount which it is obliged to pay
      under this Agreement or the Management Agreement on the date when such
      amount is due and payable.

            


    

    


    
      	
              (B)  

            	
              It
      becomes unlawful for the Borrower to make any payment to be made hereunder
      on the due date hereof in US
Dollars.

            


    


    
      
        
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        3

        
          

        

      

      
         


      

    


    


    
      	
              5.02

            	
              Consequence
      of Default.  If an Event of Default shall occur and be
      continuing the Lender at its option may: By written notice to the Borrower
      declare the Loan, together with accrued interest and any other sum payable
      hereunder, to be immediately due and payable and the Loan shall thereupon
      become due and payable without presentment, demand, protest or notice of
      any kind, other than the notices specifically required by this section,
      all of which are expressly waived by the Borrower; and the Borrower shall
      also pay to the Lender such additional amounts as may be necessary to
      compensate the Lender for any costs or losses resulting from such Event of
      Default. The Borrower may also explicitly enforce the guarantees
      referenced in Section 6.

            


    

    


    


    


    Section 6, Personal
Guaranty

    


    
      	
              6.01

            	
              Personal
      Guaranty: the Borrowers shall be jointly and severally liable for
      the repayment of the entirety of the Loan vis-à-vis the
      Lender.

            


    

    


    


    Section 7,
Miscellaneous

    


    
      	
              7.01

            	
              Entire
      Agreement. This Agreement and the documents referred to herein
      constitute the entire obligation of the Parties hereto with respect to the
      subject matter hereof and shall supersede any prior expressions of intent
      or understandings with respect to this transaction. Any amendment hereto
      shall be in writing, signed by or on behalf of the Parties to be bound or
      burdened thereby.

            


    

    


    
      	
              7.02

            	
              Term.  The
      term of this Agreement shall commence on the date first set forth above
      and terminate on the date of termination of the Lender’s commitment
      hereunder or, if later, upon payment in full of all principal, interest
      and other sums payable by the Borrower
  hereunder.

            


    

    


    
      	
              7.03

            	
              Indemnification.
      The Borrower agrees to indemnify and hold harmless the Lender from
      and against any and all losses, claims, damages and liabilities directly
      caused by any untrue or misleading statement or directly caused by any
      omission of a material fact necessary to make the statements therein not
      misleading.

            


    

    


    
      	
              7.04

            	
              Governing
      Law and Dispute Settlement.  This Loan Agreement shall be
      governed by the Laws of the Arab Republic of
  Egypt.

            


    

    


    Any
dispute arising under this Loan Agreement in relation to the interpretation or
implementation of this Agreement not amicably resolved shall be finally settled
by arbitration by the Cairo Regional Center for International Commercial
Arbitration (CRCICA) in accordance with such rules.  The seat of
arbitration shall be Cairo, Egypt and the arbitration proceedings shall be
conducted in English.  The unsuccessful party shall bear the fees and
costs of the arbitration including the lawyers’ fees of the prevailing party or
as otherwise decided by the arbitral tribunal.  The award shall be
final and binding upon the parties subject to no appeal.

    



    
      
        
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        4

        
          

        

      

      
         


      

    


    


    
      	
              7.05

            	
              Counterparts.
      This Agreement may be signed in any number of counterparts, any single
      counterpart or a set of counterparts signed, in either case, by all the
      parties hereby shall constitute a full and original agreement for all
      purposes.

            


    

    


    
      	
              7.06

            	
              Reimbursement
      of Costs.  Borrower shall reimburse Lender’s costs of
      preparing this Loan Agreement and related documentation, which costs are
      limited to the fees and expenses charged by Counselor Sarwat Abd El Shahid
      for reviewing this Loan Agreement and related transaction documentation
      and advising the parties, but not to exceed US $20,000.  If not
      paid prior to the funding of the Loan, such reimbursement shall be
      deducted from the first Loan proceeds advanced to
  Borrower.

            


    

    



    
      
        
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        5

        
          

        

      

      
         


      

    


    


    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 the day and year first written above.

    


    
      	
              Witness:

            	
              SONESTA
      INTERNATIONAL HOTELS LIMITED

            
	 
      	 
      
	 
      	 
      
	
               /s/ Mahmoud El
      Maghraby

            	
              By:           
       /s/ Peter
      J.
      Sonnabend              

            
	 
      	
              Name:                      
      Peter J. Sonnabend

            
	 
      	
              Title:                        
      Vice President

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Witness:

            	
              MASTERS
      OF TOURISM

            
	 
      	 
      
	 
      	 
      
	
               /s/
      Jacqueline Saad

            	
              By:           
       /s/
      Mohamed Hisham Ahmed Aly    

            
	 
      	
              Name:                     Mr.
      Mohamed Hisham Ahmed Aly

            
	 
      	
              Title:                      
      Chairman

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Witness:

            	 
      
	 
      	 
      
	 
      	 
      
	
               /s/
      Jacqueline Saad

            	
              By:            /s/
      Mohamed Hisham Ahmed
    Aly    

            
	 
      	
              Name:                      
      Mohamed Hisham Ahmed Aly

            
	 
      	
                               
      In his personal capacity

            


    

    



    
      
        
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        6

        
          

        

      

      
         


      

    


    


    Exhibit
A

    (Guestrooms
and Support Facilities)

    


    


    
      	
              ·  

            	
              167
      deluxe guestrooms, featuring:

            


    

    
      	
              o  

            	
              Italian
      marble floors

            


    

    
      	
              o  

            	
              Aluminum
      windows from Germany with double-tempered glass (heat and sound
      proof)

            


    

    
      	
              o  

            	
              Bathrooms
      fitted with Kohler USA fixtures; each with 2
  sinks/basins

            


    

    
      	
              o  

            	
              Flat-Screen
      Televisions:  32 inch in deluxe rooms; one 32 inch and one 37
      inch in junior suites; one 37 inch and one 42 inch in executive
      suites

            


    

    
      	
              o  

            	
              Beds
      and mattresses Sealey model (Stearns &
  Foster)

            


    

    
      	
              o  

            	
              Mini-bars
      (Electrolux)

            


    

    
      	
              o  

            	
              3
      telephones per guestroom; 2 analog, 1
digital

            


    

    


    
      	
              ·  

            	
              Support
      facilities, including:

            


    

    
      	
              o  

            	
              Lounge/restaurant

            


    

    
      	
              o  

            	
              Reception
      area

            


    

    
      	
              o  

            	
              Four
      (4) heated swimming pools with
Jacuzzis

            


    

    
      	
              o  

            	
              Boiler
      room and electric station

            


    

    


    



    
      
        
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        7