Exhibit 10.15
HOTEL LEASE
Amendment No. 1
AGREEMENT dated as of the 26
th 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.
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
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agrees to
perform all of the obligations of' the Tenant
thereunder,
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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
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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.
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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
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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
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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
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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,
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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
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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.
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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 t
