AMENDED AND RESTATED OPERATING AGREEMENT OF BH/RE, L.L.C.Operating Agreement • August 16th, 2004 • Bh Re LLC • Hotels & motels • Nevada
EXHIBIT 99.6 SETTLEMENT AGREEMENT AND RELEASESSettlement Agreement • April 16th, 2004 • Bh Re LLC • Nevada
OPBIZ, LLCEmployment Agreement • April 16th, 2004 • Bh Re LLC • Nevada
LEASELease • April 16th, 2004 • Bh Re LLC • Nevada
amongSecurities Purchase Agreement • August 16th, 2004 • Bh Re LLC • Hotels & motels • Nevada
By and AmongInvestor Rights Agreement • August 16th, 2004 • Bh Re LLC • Hotels & motels • New York
PREAMBLELicensing Agreement • June 15th, 2004 • Bh Re LLC • Hotels & motels • Nevada
dated as ofPurchase and Sale Agreement • April 16th, 2004 • Bh Re LLC • Nevada
AGREEMENTOperating Agreement • August 16th, 2004 • Bh Re LLC • Hotels & motels
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF EQUITYCO, L.L.C.Operating Agreement • September 7th, 2004 • Bh Re LLC • Hotels & motels • Nevada
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is effective as of the 1st day of November, 2005, ("Effective Date") by and between OpBiz, LLC, a Nevada Limited Liability Company ("Company") and Darby Davies ("Employee")....Employment Agreement • February 9th, 2006 • Bh Re LLC • Hotels & motels • Nevada
PREAMBLELicensing Agreement • September 7th, 2004 • Bh Re LLC • Hotels & motels • New York
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT AND CONSENTSubordination, Non-Disturbance and Attornment Agreement • April 16th, 2004 • Bh Re LLC • New York
EXECUTION VERSION MANAGEMENT CONTRACT FOR PLANET HOLLYWOOD HOTEL AND CASINO, A SHERATON HOTEL BETWEEN SHERATON OPERATING CORPORATION AND OPBIZ, LLC APRIL 23, 2003Management Contract • April 16th, 2004 • Bh Re LLC • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2008 • Bh Re LLC • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is entered into as of March , 2008, by and between OpBiz, L.L.C. (“Employer”), and Dean DiLullo (“Employee”).
EXHIBIT 10.5 [CONFORMED AS EXECUTED] ========================================== ====================================== AMENDED AND RESTATED OPERATING AGREEMENT OF EQUITYCO, L.L.C. DATED AS OF APRIL 22, 2003 TABLE OF CONTENTSOperating Agreement • April 16th, 2004 • Bh Re LLC • Nevada
GUARANTY AGREEMENTGuaranty Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
GUARANTY AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by ROBERT EARL, an individual (“Guarantor”), having an address at 9754 Chestnut Ridge Drive, Windermere, Florida 34786, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, 9th Floor, New York, New York 10010 (together with its successors and assigns, “Lender”).
amongLoan and Facilities Agreement • September 7th, 2004 • Bh Re LLC • Hotels & motels • New York
WITNESSETH:Energy Service Agreement • April 16th, 2004 • Bh Re LLC • Nevada
LEASE AGREEMENTLease Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • Nevada
THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 30th day of November, 2006 (the “Effective Date”), by and between PH Fee Owner LLC, a Delaware limited liability company (“Landlord”), and OpBiz, L.L.C., a Nevada limited liability company (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the meanings provided in the Glossary attached hereto.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
ENVIRONMENTAL INDEMNITY AGREEMENT, dated as of November , 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz” and, together with Fee Owner, individually or collectively as the context indicates, “Borrower”), each having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, in favor of COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, collectively, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010 and other Indemnified Parties (defined below).
EXHIBIT 99.9 ENERGY SERVICES COORDINATION AGREEMENT This Energy Services Coordination Agreement, ("the Agreement") is made and entered into as of this 28th day of May 1999 (the "Effective Date"), by and among (i) Aladdin Gaming, LLC, ("Aladdin"), a...Energy Services Coordination Agreement • April 16th, 2004 • Bh Re LLC • Nevada
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- This Amendment to Employment Agreement (this "Amendment") is entered into as of September 1, 2005, by and between OpBiz, L.L.C. ("Employer"), and Donna Lehmann...Employment Agreement • October 31st, 2005 • Bh Re LLC • Hotels & motels
GUARANTY AGREEMENTGuaranty Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
This GUARANTY AGREEMENT, dated as of November 30, 2006 (this “Guaranty Agreement”), made by EquityCo, L.L.C., a Nevada limited liability company (the “Guarantor”), in favor of the Mezzanine Investors (as such term is defined in the Investor Rights Agreement, defined below) (the “Mezzanine Investors”), and Post Advisory Group, L.L.C., a Delaware limited liability company (its successors and assigns and any other financial institution reasonably acceptable to the Mezzanine Investors, the “Collateral Agent”), is entered into pursuant to that certain Amended and Restated Investor Rights Agreement, dated as of November 30, 2006 (as amended, supplemented or otherwise modified from time to time, the “Investor Rights Agreement”), by and among MezzCo, L.L.C., a Nevada limited liability company (the “Company”), the Guarantor, and the Securityholders identified therein. Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Investor Rights Ag
COLLATERAL ASSIGNMENT OF TIMESHARE PROJECT PROCEEDSCollateral Assignment of Proceeds • April 2nd, 2007 • Bh Re LLC • Hotels & motels
COLLATERAL ASSIGNMENT OF TIMESHARE PROJECT PROCEEDS, dated as of November 30, 2006 (this “Assignment”), made by PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), and OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz”) and TSP OWNER LLC a Delaware limited liability company (“TSP Owner” and, together with Fee Owner, individually or collectively as the context indicates, “Assignor”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, in favor of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and/or assigns, “Assignee”). Capitalized terms used but not defined herein shall have the meanings assigned such terms in that certain Loan Agreement, dated as of the date hereof, between Fee Owner and OpBiz (collectively, “Borrower”), collectively, as borrower, and Assignee, as lender (as amended, restated, replaced, supplement
RELEASE, WAIVER AND CONSENT AGREEMENTRelease, Waiver and Consent Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
This Release, Consent and Waiver Agreement (this “Agreement”) is dated as of November 30, 2006 (the “Effective Date”), by and among EQUITYCO, L.L.C., a Nevada limited liability company (“EquityCo”), MEZZCO, L.L.C., a Nevada limited liability company (the “Company”), OPBIZ, L.L.C., a Nevada limited liability company (the “Subsidiary Guarantor”) the noteholders a party to this Agreement (the “Purchasers”), the warrantholders party to this Agreement (the “Warrantholders”, and together with the Purchasers, the “Securityholders”) and Post Advisory Group, LLC, a Delaware limited liability company (the “Collateral Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Investor Rights Agreement (as defined below).
COMPLETION GUARANTYCompletion Guaranty • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
COMPLETION GUARANTY, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”), by TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership (together with its successors and permitted assigns, “BH I Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022 Attn: Douglas Teitelbaum; BAY HARBOUR 90-1, LTD., a Florida limited partnership (together with its successors and permitted assigns, “BH II Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022 Attn: Douglas Teitelbaum and BAY HARBOUR MASTER, LTD., a Cayman exempted company (together with its successors and permitted assigns, “BH III Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022 Attn: Douglas Teitelbaum and ROBERT EARL, an individual (together with his successors and permitted assigns, “RE Guarantor
PLEDGE AGREEMENTPledge Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • Nevada
This Pledge Agreement (this “Agreement”) dated as of November 30, 2006 by and between Post Advisory Group, L.L.C., a Delaware limited liability company (its successors and assigns and any other financial institution reasonably acceptable to the Mezzanine Investors, the “Collateral Agent”) for the benefit of the Mezzanine Investors (as defined in the Investor Rights Agreement, defined below) (the “Mezzanine Investors”) and EquityCo, L.L.C., a Nevada limited liability company, having an office at 3667 Las Vegas Boulevard South, Las Vegas, NV 89109 (“Pledgor”).
TIMESHARE PROPERTY MAINTENANCE & MANAGEMENT AGREEMENT FOR PLANET HOLLYWOOD TOWERS BY WESTGATE BETWEEN OPBIZ, LLC (“Manager”) AND WESTGATE PLANET HOLLYWOOD LAS VEGAS, LLC (“Developer”) and CFI RESORTS MANAGEMENT, INC. (“RMI”) September 10, 2007Timeshare Property Maintenance & Management Agreement • September 27th, 2007 • Bh Re LLC • Hotels & motels • Nevada
This Timeshare Property Maintenance & Management Agreement (“Agreement”) is dated as of September 10, 2007 and is made effective as of the Effective Date (defined below) by and among Westgate Planet Hollywood Las Vegas, LLC, a Florida limited liability company (“Developer”); CFI Resorts Management, Inc., a Florida corporation (“RMI”); and OpBiz, LLC, a Nevada limited liability company (“Manager”). Developer, RMI and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2007 • Bh Re LLC • Hotels & motels
This Second Amendment to Employment Agreement (this “Amendment”) is entered into and effective as of September 1, 2007 by and between OpBiz, L.L.C. (“Employer”), and Mark Helm (“Employee”).
Guaranty Fee AgreementGuaranty Fee Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
THIS GUARANTY FEE AGREEMENT (this “Agreement”) is entered into as of the day of November, 2006, by OpBiz, L.L.C., a Nevada limited liability company having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, PH Fee Owner LLC, a Delaware limited liability company having an address at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (together, collectively, “Borrower”) and Trophy Hunter Investments, Ltd., a Florida limited partnership, Bay Harbour 90-1, Ltd., a Florida limited partnership and Bay Harbour Master, Ltd., a Cayman Islands exempted company, each having an address at c/o Bay Harbour Management L.C., 885 Third Avenue, New York, NY 10022 (together, collectively, “Guarantor”).
RESTRUCTURING AGREEMENTRestructuring Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
This Restructuring Agreement (the “Agreement”) is made as of November 30, 2006 between EQUITYCO, L.L.C., a Nevada limited liability company (“EquityCo”), MEZZCO, L.L.C., a Nevada limited liability company (the “Company”), OPBIZ, L.L.C., a Nevada limited liability company (“OpBiz”),the noteholders a party to this Agreement (the “Purchasers”), the warrantholders party to this Agreement (the “Warrantholders”, and together with the Purchasers, the “Securityholders”) and Post Advisory Group, L.L.C., a Delaware limited liability company (the “Collateral Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2007 • Bh Re LLC • Hotels & motels
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of September 7, 2007 by and between OpBiz, L.L.C. (“Employer”), and Donna Lehmann (“Employee”).
ACKNOWLEDGEMENT AND CONSET OF PLEDGEPledge and Security Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels
The undersigned hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by PH FEE LLC., a Delaware limited liability company (“Pledgor”), in favor of Column Financial, Inc., a Delaware corporation (together with its successors and assigns, “Lender”), and agrees that Pledgor is bound thereby. The undersigned agrees to notify Lender promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Bh Re LLC • Hotels & motels • Nevada
This Employment Agreement (this "Agreement") is entered into as of January 6th, 2009, by and between OpBiz, L.L.C. ("Employer"), and Mr. Thomas McCartney ("Employee").
