Financial Statements

EX-10.2 3 c91093exv10w2.htm EXHIBIT 10.2 Exhibit 10.2

Exhibit 10.2

TriMont Real Estate Advisors, Inc.
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


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.

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) ###-###-####

				DLJ Merchant Banking Partners
				11 Madison Avenue
				New York, New York 10010
				Attention: Ryan Sprott
				Facsimile No.: (212) ###-###-####

				Latham & Watkins LLP
				885 Third Avenue
				Suite 1000
				New York, New York 10022
				Attention: Michelle Kelban, Esq.
				Facsimile No.: (212) ###-###-####

				Latham & Watkins LLP
				355 South Grand Avenue
				Los Angeles, California 90071
				Attention: Tom Sadler, Esq.
				Facsimile No.: (213) ###-###-####


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) ###-###-####		120 Presidential Way, Suite 300
Telecopy: (404) ###-###-####		Woburn, Massachusetts 01801
Attention: Richard W. White		Attention: Raymond M. Murphy,
		General Counsel
		Facsimile: (781) ###-###-####

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) ###-###-####		Facsimile: (617) ###-###-####

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, 18^th 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) ###-###-####
c/o NorthStar Realty Finance Corp.
399 Park Avenue
New York, New York 10022
Attention: Daniel R. Gilbert
Facsimile: (212) ###-###-####

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) ###-###-####
Holdings, LLC
c/o NorthStar Realty Finance Corp.
399 Park Avenue
New York, New York 10022
Attention: Daniel R. Gilbert
Facsimile: (212) ###-###-####