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EXhibit 10.7(b)
REAFFIRMATION AND MODIFICATION OF LIMITED GUARANTY AGREEMENT
AND ENVIRONMENTAL INDEMNITY AGREEMENT
THIS REAFFIRMATION AND MODIFICATION OF LIMITED GUARANTY AGREEMENT
AND
ENVIRONMENTAL INDEMNITY AGREEMENT (this
"Reaffirmation"), dated as of March 24,
2004, to be effective as of December 1,
2003 (the "Effective Date"), is executed
by SONESTA INTERNATIONAL HOTELS
CORPORATION, a New York corporation
("Guarantor"), for the use and benefit of
SUNAMERICA LIFE INSURANCE COMPANY, an
Arizona corporation ("Lender").
RECITALS
A. On or about
June 2, 2000, Lender made a $31,000,000.00 loan (the
"Original Loan") to Sonesta Beach Resort
Limited Partnership, a Delaware limited
partnership ("Borrower").
B. The Original
Loan is (i) evidenced by a Consolidated and Renewed
Promissory Note dated May 30, 2000, in the
original principal amount of the
Original Loan executed by Borrower to the
order of Lender (the "Note"), (ii)
secured by, among other things, a
Consolidated, Amended and Restated Mortgage,
Security Agreement, Fixture Filing,
Financing Statement and Assignment of Leases
and Rents dated as of May 30, 2000 (the
"Mortgage"), executed by Borrower for
the benefit of Lender, encumbering certain
real property and improvements
thereon commonly known as the Sonesta Beach
Resort, Key Biscayne, Florida, more
particularly described in the Mortgage (the
"Property") and recorded on June 2,
2000, with the Clerk of Dade County,
Florida, at Official Records Book 19137,
Page 1265, and (iii) guaranteed as to
certain obligations by Guarantor pursuant
to a Limited Guaranty Agreement dated as of
May 30, 2000 (the "Guaranty").
C. In connection
with the Original Loan, Borrower and Guarantor also
executed that certain Environmental
Indemnity Agreement dated as of May 30, 2000
(the "Environmental Indemnity").
D. The Note, the
Mortgage
