HARD ROCK HOTEL HOLDINGS, LLC CLASS C PROFITS INTEREST AGREEMENTClass C Profits Interest Agreement • September 16th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Nevada
THIS CLASS C PROFITS INTEREST AGREEMENT (this “Agreement”) is made and entered into as of _____, 2008 (the “Effective Date”), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the “Company”), and (“Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.
FIRST AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT Dated as of December 24, 2009 among HRHH GAMING SENIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV SENIOR MEZZ, LLC, as JV Borrower, and BROOKFIELD FINANCIAL, LLC — SERIES B, as LenderFirst Mezzanine Loan Agreement • December 31st, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels • New York
THIS AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT, dated as of December 24, 2009 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among BROOKFIELD FINANCIAL, LLC — SERIES B, a Delaware limited liability company, having an address at c/o Brookfield Real Estate Financial Partners LLC, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York 10281 (together with its successors and assigns, “Lender”), as successor in interest to Column Financial, Inc. (“Original Lender”), HRHH GAMING SENIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV SENIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attenti
FIRST AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT Dated as of December 24, 2009 among HRHH GAMING JUNIOR MEZZ TWO, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ TWO, LLC, as JV Borrower, and HARD ROCK MEZZ HOLDINGS LLC, as LenderThird Mezzanine Loan Agreement • December 31st, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels • New York
THIS AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT, dated as of December 24, 2009 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among HARD ROCK MEZZ HOLDINGS LLC, a Delaware limited liability company, having an address at c/o PCCP, LLC, 1271 Avenue of the Americas, 38th Floor, New York, New York 10020 (together with its successors and assigns, “Lender”), as successor in interest to Column Financial, Inc. (“Original Lender”), HRHH GAMING JUNIOR MEZZ TWO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV JUNIOR MEZZ TWO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2010 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is made and entered into on May 23, 2010 (the “Commencement Date”) by and between Morgans Hotel Group Management LLC, a Delaware limited liability company with a principal place of business at 475 Tenth Avenue, New York, New York 10018 (the “Company”), and Joseph A. Magliarditi (“Employee”). The Company and Employee are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
INDEMNITY AGREEMENTIndemnification Agreement • February 4th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels
THIS INDEMNITY AGREEMENT (this “Indemnity”) is made as of this 31st day of October, 2007, by HARD ROCK HOTEL, INC., a Nevada corporation, (“HRHI”) in favor of MORGANS HOTEL GROUP CO., a Delaware corporation (“Morgans”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in that certain Agreement, dated as of October 31, 2007, by and among, Morgans, HRHI, and Navegante HR, LLC (the “Gaming Agreement”), a copy of which is attached hereto and made a part hereof as Exhibit A.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HARD ROCK HOTEL HOLDINGS, LLC dated as of February 2, 2007Limited Liability Company Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 2, 2007 (the “Agreement Date”), by and among the Company, DLJ MB IV HRH, LLC, a Delaware limited liability company (“DLJMB”), DLJ Merchant Banking Partners IV, L.P., a Delaware limited partnership (“DLJMB Partners”), DLJMB HRH VoteCo, LLC, a Delaware limited liability company (“DLJMB LLC”), Morgans Hotel Group Co., a Delaware corporation (“Morgans Co.”), and Morgans Group LLC, a Delaware limited liability company (“Morgans”), for the purpose of continuing the Company as a limited liability company organized under the Act.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Indemnification Agreement”) is made and entered into as of the 14th day of January, 2008 (“Effective Date”) by and among HARD ROCK HOTEL HOLDINGS, LLC, a Delaware limited liability company (“HRHH LLC”), MHG HR ACQUISITION CORP., a Nevada corporation (“Landlord”), Morgans Hotel Group Co., a Delaware corporation (“Morgans”) (HRHH LLC, Landlord and Morgans, collectively, “Indemnitor”), for the benefit of Golden HRC, LLC, a Nevada limited liability company (“Tenant and/or “Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Casino Sublease, dated November 6, 2006, by and among Landlord, Morgans and Tenant, as amended (the “Lease”).
LOAN AGREEMENT Dated as of August 1, 2008 Between HRHH DEVELOPMENT TRANSFEREE, LLC, as Borrower and COLUMN FINANCIAL, INC., as LenderLoan Agreement • August 7th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of August 1, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), and HRHH DEVELOPMENT TRANSFEREE, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Borrower”).
SECOND AMENDMENT TO CONSTRUCTION MANAGEMENT AND GENERAL CONTRACTOR’S AGREEMENTConstruction Management and General Contractor’s Agreement • August 10th, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels
This Second Amendment to Construction Management and General Contractor’s Agreement (“Amendment”), dated to be effective as of April 23, 2008, is made by and between HRHH Hotel/Casino, LLC and HRHH Development, LLC, each Delaware limited liability companies (collectively, “Owner”) and MJ Dean Construction, Inc., a Nevada corporation (“Contractor”)(collectively, “Parties”).
SECOND AMENDMENT TO LOAN AGREEMENT by and between HRHH DEVELOPMENT TRANSFEREE, LLC, as Borrower and EASTERN CAPITAL FUND I SPE (VEGAS PARADISE) LLC, as Lender Dated: As of December 24, 2009Loan Agreement • December 31st, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels
THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of December 24, 2009 (this “Amendment”), is made by and between EASTERN CAPITAL FUND I SPE (VEGAS PARADISE) LLC, a Delaware limited liability company (together with its, successors and assigns, as successor in interest to Original Lender (defined below), “Lender”), and HRHH DEVELOPMENT TRANSFEREE, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Borrower”) and agreed to and accepted by EASTERN CAPITAL FUND I SPE (VEGAS PARADISE AFFILIATE) LLC, a Delaware limited liability company (“Eastern Affiliate”), and NRFC UL HOLDINGS, LLC, a Delaware limited liability company (“NRFC”).
FIRST AMENDMENT TO CONSTRUCTION MANAGEMENT AND GENERAL CONTRACTOR’S AGREEMENTConstruction Management and General Contractor’s Agreement • May 9th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels
This First Amendment to Construction Management and General Contractor’s Agreement (“Amendment”), dated to be effective as of March 11, 2008, is made by and between HRHH Hotel/Casino, LLC and HRHH Development, LLC, each Delaware limited liability companies (collectively, “Owner”) and MJ Dean Construction, Inc., a Nevada corporation (“Contractor”) (collectively, “Parties”).
AGREEMENTCasino Sublease • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of October, 2007 (“Effective Date”), by and among NAVEGANTE HR, LLC, a Nevada limited liability company (“Operator”), MORGANS HOTEL GROUP CO., a Delaware corporation (“Morgans”), and HARD ROCK HOTEL, INC., a Nevada corporation (“HRHI”, and together with Morgans, collectively, “Hard Rock”), as successor to Merger Sub (as defined below) under the Casino Sublease (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
This Employment Agreement (this “Agreement”) is entered into as of April 1, 2007 (the “Effective Date”), between the Hard Rock Hotel, Inc., a Nevada corporation (the “Employer”), located at 4455 Paradise Road, Las Vegas, Nevada, and Matt Greene, an individual (“Employee”).
SECOND AMENDMENT TO CONSTRUCTION MANAGEMENT AND GENERAL CONTRACTOR’S AGREEMENTConstruction Management and General Contractor’s Agreement • August 8th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels
This Second Amendment to Construction Management and General Contractor’s Agreement (“Amendment”), dated to be effective as of April 23, 2008, is made by and between HRHH Hotel/Casino, LLC and HRHH Development, LLC, each Delaware limited liability companies (collectively, “Owner”) and MJ Dean Construction, Inc., a Nevada corporation (“Contractor”) (collectively, “Parties”).
INDEMNITY AGREEMENTIndemnity Agreement • February 4th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels
THIS INDEMNITY AGREEMENT (this “Indemnity”) is made as of this 16th day of January, 2008, by HARD ROCK HOTEL HOLDINGS, LLC, a Delaware limited liability company (“HRHH”), in favor of MORGANS HOTEL GROUP CO., a Delaware corporation (“Morgans”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in that certain Indemnification Agreement, dated as of January 14, 2008, by and among, Morgans, HRHH and MHG Acquisition Corp., a Nevada corporation (“Merger Sub”), for the benefit of Golden HRC, LLC, a Nevada limited liability company (“Operator”) (the “Golden HRC Indemnity Agreement”), a copy of which is attached hereto and made a part hereof as Exhibit A.
FIRST AMENDMENT TO LOAN AGREEMENT by and between HRHH DEVELOPMENT TRANSFEREE, LLC, as Borrower and COLUMN FINANCIAL, INC., as Lender Dated: As of November 10, 2008Loan Agreement • November 17th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of November 10, 2008 (this “Amendment”), made by and between COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), and HRHH DEVELOPMENT TRANSFEREE, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Borrower”).
CONSTRUCTION MANAGEMENT AND GENERAL CONTRACTOR’S AGREEMENT between HRHH HOTEL/CASINO, LLC & HRHH DEVELOPMENT, LLC Owner, and M.J. DEAN CONSTRUCTION, INC. Contractor (License #0032338) Project: Hard Rock Hotel & Casino Renovation and Expansion Las...Construction Management and General Contractor’s Agreement • May 9th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Nevada
THIS AGREEMENT is made as of the day of February, 2008, by and between HRHH HOTEL/CASINO, LLC, and HRHH DEVELOPMENT, LLC, each a Delaware limited liability company, and each having an office c/o Morgans Hotel Group, 4185 Paradise Road, Las Vegas, Nevada 89169 (collectively “Owner”) and M.J. Dean Construction, Inc., a Nevada corporation, having an office at 5055 W. Patrick Lane, Suite 101, Las Vegas, Nevada 89118 (“Contractor”).
LIQUOR MANAGEMENT AND EMPLOYEE SERVICES AGREEMENTLiquor Management and Employee Services Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
THIS LIQUOR MANAGEMENT AND EMPLOYEE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of February, 2007 (“Effective Date”) by and between HRHH Hotel/Casino, LLC, a Delaware limited liability company (“Owner”), and Hard Rock Hotel, Inc., a Nevada corporation (“Operator”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Index of Terms attached hereto.
October 1, 2007Employment Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • New York
LEASELease • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
THIS LEASE (the “Lease”) is made and entered into this 2nd day of February, 2007 (the “Commencement Date”), by and between HRHH Hotel/Casino, LLC, a Delaware limited liability company (“Landlord”), and HARD ROCK HOTEL, INC., a Nevada corporation (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the meanings provided in the Glossary attached hereto.
THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 24, 2009 Among HRHH HOTEL/CASINO, LLC, as Hotel/Casino Borrower and HRHH CAFE, LLC, as Café Borrower and HRHH DEVELOPMENT, LLC, as Adjacent Borrower and HRHH IP, LLC, as IP Borrower and...Loan Agreement • December 31st, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels • New York
THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 24, 2009 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among VEGAS HR PRIVATE LIMITED, a Singapore corporation, having an address c/o GIC Real Estate, Inc., 156 W. 56th Street, Suite 1900, New York, New York 10019 (together with its successors and assigns, “Lender”), as successor to Column Financial, Inc. (“Original Lender”), and HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Hotel/Casino Borrower”), HRHH CAFE, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Café Borrower”), HRHH DEVELOPMENT, LLC, a Delaware limited liability com
FIRST AMENDMENT TO CASINO SUBLEASECasino Sublease • December 20th, 2007 • Hard Rock Hotel Holdings, LLC
THIS FIRST AMENDMENT TO CASINO SUBLEASE (the “First Amendment”) is made and entered into as of the 9TH day of January, 2007 (“Effective Date”) by and among MHG HR ACQUISITION CORP., a Nevada corporation, as landlord (“Landlord”), Morgans Hotel Group Co., a Delaware corporation (“Morgans”), and Golden HRC, LLC, a Nevada limited liability company, as tenant (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Casino Sublease, dated November 6, 2006, by and among Landlord, Morgans and Tenant (the “Lease”).
RECOGNITION AGREEMENTRecognition Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
THIS RECOGNITION AGREEMENT (this “Agreement”) is made as of the 2nd day of February, 2007, by and among COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Holder”), HRHH HOTEL/CASINO, LLC, a Delaware limited liability company (“Owner”), HARD ROCK HOTEL, INC., a Nevada corporation (“Tenant/Sublandlord”), and GOLDEN HRC, LLC, a Nevada limited liability company (“Subtenant”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HARD ROCK HOTEL HOLDINGS, LLC dated as of May 30, 2008Limited Liability Company Agreement • June 4th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 30, 2008 (the “Agreement Date”), by and among the Company, DLJ MB IV HRH, LLC, a Delaware limited liability company (“DLJMB”), DLJ Merchant Banking Partners IV, L.P., a Delaware limited partnership (“DLJMB Partners”), DLJMB HRH VoteCo, LLC, a Delaware limited liability company (“DLJMB LLC”), Morgans Hotel Group Co., a Delaware corporation (“Morgans Co.”), and Morgans Group LLC, a Delaware limited liability company (“Morgans”), for the purpose of continuing the Company as a limited liability company organized under the Act.
SECOND MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING JUNIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as LenderSecond Mezzanine Loan Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • New York
THIS SECOND MEZZANINE LOAN AGREEMENT, dated as of November 6, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), HRHH GAMING JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”; and each of Gaming Borrower and JV Borrower, individually, a “Borrower”, and collectively, “Borrowers”), jointly and severally.
CASINO SUBLEASECasino Sublease • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
THIS CASINO SUBLEASE (this “Lease”) is made and entered into as of the 6th day of November, 2006 (“Effective Date”) by and among MHG HR ACQUISITION CORP., a Nevada corporation, as landlord (“Merger Sub”), Morgans Hotel Group Co., a Delaware corporation (“Morgans”), and Golden HRC, LLC, a Nevada limited liability company, as tenant (“Tenant”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 6, 2007 Among HRHH HOTEL/CASINO, LLC, as Hotel/Casino Borrower and HRHH CAFE, LLC, as Café Borrower and HRHH DEVELOPMENT, LLC, as Adjacent Borrower and HRHH IP, LLC, as IP Borrower and HRHH...Loan Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of November 6, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), and HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Hotel/Casino Borrower”), HRHH CAFE, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Café Borrower”), HRHH DEVELOPMENT, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New Y
AMENDMENT AGREEMENTAmendment Agreement • August 7th, 2008 • Hard Rock Hotel Holdings, LLC • Hotels & motels • Delaware
THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of August 1, 2008, by and among DLJ MB IV HRH, LLC, a Delaware limited liability company (“DLJMB”), DLJ Merchant Banking Partners IV, L.P., a Delaware limited partnership (“DLJMB Partners”), DLJMB HRH VoteCo, LLC, a Delaware limited liability company (“DLJMB LLC”), Morgans Hotel Group Co., a Delaware corporation (“Morgans Co.”), and Morgans Group LLC, a Delaware limited liability company (“Morgans”).
FIRST AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT Dated as of December 24, 2009 among HRHH GAMING JUNIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ, LLC, as JV Borrower, and NRFC WA HOLDINGS, LLC, as LenderSecond Mezzanine Loan Agreement • December 31st, 2009 • Hard Rock Hotel Holdings, LLC • Hotels & motels • New York
THIS AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT, dated as of December 24, 2009 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among NRFC WA HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o NorthStar Realty Finance Corp., 399 Park Avenue, 18th Floor, New York, New York 10022 (together with its successors and assigns, “Lender”), as successor in interest to Column Financial, Inc. (“Original Lender”), HRHH GAMING JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”; an
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • Nevada
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of February 2, 2007, is by and between MORGANS GROUP LLC, a Delaware limited liability company (“Morgans”), and PM REALTY, LLC, a Nevada limited-liability company (“PMR”). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Purchase Agreement (as defined below).
