Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - Hard Rock Hotel Holdings, LLC | c91093e10vq.htm |
| EX-32.1 - EXHIBIT 32.1 - Hard Rock Hotel Holdings, LLC | c91093exv32w1.htm |
| EX-10.1 - EXHIBIT 10.1 - Hard Rock Hotel Holdings, LLC | c91093exv10w1.htm |
| EX-31.1 - EXHIBIT 31.1 - Hard Rock Hotel Holdings, LLC | c91093exv31w1.htm |
| EX-32.2 - EXHIBIT 32.2 - Hard Rock Hotel Holdings, LLC | c91093exv32w2.htm |
| EX-10.3 - EXHIBIT 10.3 - Hard Rock Hotel Holdings, LLC | c91093exv10w3.htm |
| EX-31.2 - EXHIBIT 31.2 - Hard Rock Hotel Holdings, LLC | c91093exv31w2.htm |
Exhibit 10.2
TriMont Real Estate Advisors, Inc.
Monarch Tower
3424 Peachtree Road NE, Suite 2200
Atlanta, Georgia 30326
Monarch Tower
3424 Peachtree Road NE, Suite 2200
Atlanta, Georgia 30326
VIA FACSIMILE AND OVERNIGHT COURIER
September 4, 2009
HHRH Development Transferee, LLC
c/o Morgans Hotel Group Co.
475 Tenth Avenue
New York, New York 10018
Re: Hard Rock
Attention: Marc Gordon, Chief Investment Officer
c/o Morgans Hotel Group Co.
475 Tenth Avenue
New York, New York 10018
Re: Hard Rock
Attention: Marc Gordon, Chief Investment Officer
| Re: | Modification and extension of that certain $50,000,000 mortgage loan (the “Loan”)
made pursuant to that certain Loan Agreement, dated as of August 1, 2008, by and between
Column Financial, Inc., a Delaware corporation (“Original Lender”), and HRHH
Development Transferee, LLC, a Delaware limited liability company (“Borrower”), as
amended by that certain First Amendment to Loan Agreement, dated as of November 10, 2008,
between Borrower and Original Lender, and as further amended by that certain Letter Agreement,
dated August 7, 2009, from Servicer (hereinafter defined) to Borrower, collectively, the
“Loan Agreement”; All capitalized terms used and not defined herein shall have the
respective meanings set forth in the Loan Agreement.) |
Dear Mr. Gordon:
TriMont Real Estate Advisors, Inc., a Georgia corporation (in its capacity as Servicer and Asset
Manager on behalf of Lender (hereinafter defined), “Servicer”), is the Servicer and Asset
Manager of the Loan on behalf of Eastern Capital Fund I SPE (Vegas Paradise) LLC, a Delaware
limited liability company, Eastern Capital Fund I SPE (Vegas Paradise Affiliate) LLC, a Delaware
limited liability company, and NRFC UL Holdings, LLC, a Delaware limited liability company
(together with their respective successors and assigns, collectively, as successors in interest to
Original Lender, “Lender”).
Borrower has requested, and Servicer, on behalf of and at the direction of Lender, by this letter
(this “Letter Agreement”) hereby agrees to the following modifications to the Loan:
| 1. | The Initial Maturity Date shall be extended to October 9, 2009. |
||
| 2. | September 4, 2009 shall be deemed to be a Payment Date and a Monthly Interest
Payment shall be due and payable on such Payment Date. The entire Monthly |
Interest Payment due and payable on such Payment Date shall be paid with funds from
the Interest Reserve Account. |
|||
| 3. | Notwithstanding anything to the contrary contained in Section 2.2.1 or
elsewhere in the Loan Agreement, Borrower shall pay to Lender on the September 4, 2009
Payment Date (i) the interest accrued on the A Piece Percentage of the Outstanding
Principal Balance of the Loan at the Applicable A Interest Rate plus (ii) the
interest accrued on the B Piece Percentage of the Outstanding Principal Balance of the
Loan at the B Piece Current Pay Interest Rate (hereinafter defined). The interest
accrued on the B Piece Percentage of the Outstanding Principal Balance of the Loan at
the Applicable B Interest Rate in excess of the interest paid as set forth in clause
(ii) of the immediately preceding sentence (the “Accrued Interest”) shall be due and
payable on the Maturity Date. |
As used herein, “B Piece Current Pay Interest Rate” shall mean a rate equal to
the lesser of (a) (i) a per annum interest rate equal to LIBOR plus 200 basis points
for a LIBOR Loan or (ii) the Prime Rate plus the B Piece Current Pay Prime Rate
Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant
to the provisions of Section 2.2.3(c) or (f) of the Loan Agreement,
and (b) 250 basis points (2.50%).
As used herein, “B Piece Current Pay Prime Rate Spread” shall mean the
difference (expressed as the number of basis points) between (i) LIBOR plus 200
basis points on the date LIBOR was last applicable to the Loan and (ii) the Prime
Rate on the date that LIBOR was last applicable to the Loan; provided,
however, in no event shall such difference be a negative number.
| 4. | Notwithstanding anything to the contrary contained in Section 2.2.7 or
elsewhere in the Loan Agreement, Borrower shall not be required to purchase and deliver
or otherwise maintain an Interest Rate Cap Agreement or a Replacement Interest Rate Cap
Agreement with respect to the period from September 4, 2009 to and including the
Initial Maturity Date, as extended hereby. |
This Letter Agreement shall be deemed to constitute a “Loan Document” for all purposes under the
Loan Agreement and the other Loan Documents.
This Letter Agreement may be executed in counterparts, each of which shall constitute an original
but which together shall constitute one instrument. Executed facsimile copies of this Letter
Agreement shall constitute a binding agreement for all purposes. This Letter Agreement may be
amended only by an instrument in writing executed by each of the parties hereto.
If any provision of this Letter Agreement is determined to be unenforceable, the remaining
provisions shall remain enforceable to the extent permissible.
This Letter Agreement shall inure to the benefit of and be binding upon Servicer, on behalf of
Lender, Lender and Borrower, and their respective successors and assigns.
This Letter Agreement may not be modified, amended, waived, changed or terminated orally, but only
by an agreement in writing signed by the party(ies) against whom the enforcement of the
modification, amendment, waiver, change or termination is sought.
This Letter Agreement shall be governed by the terms and provisions of Section 10.3 of the Loan
Agreement.
This Letter Agreement embodies the entire agreement and understanding between Servicer. on behalf
of Lender, Lender and Borrower with respect to the subject matter hereof and supersedes all prior
or contemporaneous oral or written agreements and understandings relating to the subject matter
hereof. In the event of any inconsistency between the terms and provisions of this Letter
Agreement and the terms and provisions of any other agreement between or among the parties hereto
relating to the subject matter hereof (including the Loan Documents), the terms and provisions of
this Letter Agreement shall govern.
| TRIMONT REAL ESTATE ADVISORS, INC., a Georgia corporation, as Servicer and Asset Manager on behalf of Lender |
||||
| By: | /s/ J. Gregory Winchester | |||
| Name: | J. Gregory Winchester | |||
| Title: | Managing Director | |||
| Agreed and accepted this 4th day of September, 2009. | ||||||
| EASTERN CAPITAL FUND I SPE (VEGAS PARADISE) LLC, a Delaware limited liability company |
||||||
| By: | /s/ Raymond M. Murphy | |||||
| Name: | Raymond M. Murphy | |||||
| Title: | General Counsel | |||||
| EASTERN CAPITAL FUND I SPE (VEGAS PARADISE AFFILIATE) LLC, a Delaware limited liability company |
||||||
| By: | /s/ Raymond M. Murphy | |||||
| Name: | Raymond M. Murphy | |||||
| Title: | General Counsel | |||||
Agreed
and accepted this 4th day of September, 2009.
| NRFC UL HOLDINGS, LLC, a Delaware limited liability company |
||||||
| By: | /s/ Daniel R. Gilbert | |||||
| Name: | Daniel R. Gilbert | |||||
| Title: | Executive Vice President & Chief Investment Officer | |||||
Agreed and accepted this
4th
day of September, 2009.
| HRHH DEVELOPMENT TRANSFEREE, LLC, a Delaware limited liability company |
||||||
| By: | /s/ Marc Gordon | |||||
| Name: | Marc Gordon | |||||
| Title: | President | |||||
| cc: | Morgans Hotel Group Co. | |||||
| 475 Tenth Avenue | ||||||
| New York, New York 10018 | ||||||
| Re: Hard Rock | ||||||
| Attention: David Smail | ||||||
| Facsimile No.: (212) 277-4172 | ||||||
| DLJ Merchant Banking Partners | ||||||
| 11 Madison Avenue | ||||||
| New York, New York 10010 | ||||||
| Attention: Ryan Sprott | ||||||
| Facsimile No.: (212) 743-1667 | ||||||
| Latham & Watkins LLP | ||||||
| 885 Third Avenue | ||||||
| Suite 1000 | ||||||
| New York, New York 10022 | ||||||
| Attention: Michelle Kelban, Esq. | ||||||
| Facsimile No.: (212) 751-4864 | ||||||
| Latham & Watkins LLP | ||||||
| 355 South Grand Avenue | ||||||
| Los Angeles, California 90071 | ||||||
| Attention: Tom Sadler, Esq. | ||||||
| Facsimile No.: (213) 891-8763 |
Kilpatrick Stockton LLP
|
Eastern Capital Fund I SPE (Vegas Paradise) LLC | |
1100 Peachtree Street, Suite 2800
|
Eastern Capital Fund I SPE (Vegas Paradise Affiliate) LLC | |
Atlanta, GA 30309-4530
|
c/o Eastern Real Estate LLC | |
Telephone: (404) 815-6595
|
120 Presidential Way, Suite 300 | |
Telecopy: (404) 541-3490
|
Woburn, Massachusetts 01801 | |
Attention: Richard W. White
|
Attention: Raymond M. Murphy, | |
| General Counsel | ||
| Facsimile: (781) 926-6426 | ||
NRFC WA HOLDINGS, LLC
|
Goodwin Procter, LLP | |
c/o NorthStar Realty Finance Corp.
|
Exchange Place | |
399 Park Avenue
|
53 State Street | |
New York, New York 10022
|
Boston, Massachusetts 02109 | |
Attention: Daniel R. Gilbert
|
Minta E. Kay, Esq. | |
Facsimile: (212) 547-2700
|
Facsimile: (617) 523-1231 | |
Wells Fargo Bank National
|
NRFC UL Holdings, LLC | |
Association, as trustee for the
|
c/o NorthStar Realty Finance Corp. | |
registered holders of
|
399 Park Avenue, 18th Floor | |
N-Star REL CDO VIII Grantor Trust,
|
New York, New York 10022 | |
as successor in interest to NRFC WA
|
Attention: Aaron Davis | |
Holdings, LLC
|
Facsimile: (212) 547-2718 | |
c/o NorthStar Realty Finance Corp. |
||
399 Park Avenue |
||
New York, New York 10022 |
||
Attention: Daniel R. Gilbert |
||
Facsimile: (212) 547-2700 |
||
Wells Fargo Bank National
|
Sidley Austin LLP | |
Association, as trustee for the
|
787 Seventh Avenue | |
registered holders of
|
New York, New York 10019 | |
N-Star REL CDO VI Grantor Trust,
|
Attention: Alan S. Weil, Esq. | |
as successor in interest to NRFC WA
|
Facsimile: (212) 839-5599 | |
Holdings, LLC |
||
c/o NorthStar Realty Finance Corp. |
||
399 Park Avenue |
||
New York, New York 10022 |
||
Attention: Daniel R. Gilbert |
||
Facsimile: (212) 547-2700 |