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”).
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).
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”).
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”).
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.
LOAN AGREEMENT Dated as of November 30, 2006 Between PH FEE OWNER LLC, and OPBIZ, L.L.C. collectively, as Borrower and COLUMN FINANCIAL, INC., as LenderLoan Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
LOAN AGREEMENT, dated as of November 30, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between 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 its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010.
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 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 Islands exempt company, (together with its successors and permitted assigns, “BH III Guarantor” and collectively with BHI guarantor and BH II Guarantor, “Guarantor”), having an address at c/o Bay Harbour Management, L.C., 885 Third Avenue, New York, NY 10022, Attn: Douglas Teitelbaum for the benefit of C
AMENDMENT TO AMENDED AND RESTATEDLicensing Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels
THIS AMENDMENT TO AMENDED AND RESTATED PLANET HOLLYWOOD RESORT & CASINO LICENSING AGREEMENT (hereinafter referred to as the “Amendment”) is entered into and effective this 30th day of November, 2006 by and among Planet Hollywood International, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819, and Planet Hollywood (Region IV), Inc., a corporation duly organized and existing under the laws of the State of Minnesota, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819 (hereinafter collectively referred to as “PHII”), Planet Hollywood Memorabilia, Inc. (hereinafter referred to as “PHMemo”), a wholly owned subsidiary of PHII duly organized and existing under the laws of the State of Florida, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida, 32819 and OpB
SECURITY AGREEMENT (COPYRIGHTS)Security Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels
WHEREAS, Grantor is obligated to Column Financial, Inc., (referred to herein as the “Grantee”) as defined in the Security Agreement dated as of November [ ], 2006 (the “Security Agreement”) among Grantor, the other Pledgors named therein and the Grantee for the payment and performance of the Secured Obligations (as defined in the Security Agreement); and
OPERATIONS AND MAINTENANCE AGREEMENTOperations and Maintenance Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels
THIS OPERATIONS AND MAINTENANCE AGREEMENT (“Agreement”) is made as of November 30, 2006, by OpBiz, L.L.C., a Delaware limited liability company (“OpBiz”), and PH Fee Owner LLC, a Nevada limited liability company (“Fee Owner” and, together with OpBiz, individually or collectively as the context indicates, “Borrower”), each having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).
AMENDED AND RESTATED LICENSE SUBORDINATION AGREEMENTLicense Subordination Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
This Amended and Restated License Subordination Agreement (this “Agreement”) is dated November 30, 2006, by and among (i) Planet Hollywood International, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819, and Planet Hollywood (Region IV), Inc., a corporation duly organized and existing under the laws of the State of Minnesota, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819 (hereinafter collectively referred to as “PHII”), (ii) Planet Hollywood Memorabilia, Inc. (hereinafter referred to as “PHMemo”), a wholly owned subsidiary of PHII duly organized and existing under the laws of the State of Florida, having its principal office and place of business at 7598 West Sand Lake Road, Orlando, Florida 32819, (iii) OpBiz, L.L.C., a Nevada limited liability company (hereinafter referred to as “OpBiz”) h
ACKNOWLEDGEMENT AND CONSENT 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 OWNER 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • New York
This Indemnification Agreement (this “Agreement”), dated as of November 30, 2006, made by and between BH/RE, L.L.C, a Nevada limited liability company (the “Indemnitor”), and the Mezzanine Investors (as such term is defined in the Investor Rights Agreement, defined below). Capitalized terms not defined herein have the meaning specified in the Investor Rights Agreement.
ACKNOWLEDGMENT AND CONSENT 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 MEZZCO, L.L.C., a Nevada 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.
ACKNOWLEDGMENT AND CONSENT 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 MEZZCO, L.L.C., a Nevada 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.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT By and Among MezzCo, L.L.C. and The Mezzanine Investors named herein and the other signatories hereto Dated as of November 30, 2006Investor Rights Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels • Nevada
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of this 30th day of November, 2006 by and among MezzCo, L.L.C., a Nevada limited liability company (the “Company”), EquityCo, L.L.C., a Nevada limited liability company and the sole member of the Company (“EquityCo” or the “Member”), the persons identified on the signature pages hereto as the Mezzanine Investors (each, a “Mezzanine Investor” and collectively, the “Mezzanine Investors”) and any other member of the Company or holder of securities convertible into securities of the Company who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (together with the Member, the “Non-Mezz Investors”). The Mezzanine Investors and the Non-Mezz Investors are herein collectively referred to as the “Securityholders” and each a “Securityholder.”
COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENTCollateral Assignment of Interest Rate Cap Agreement • April 2nd, 2007 • Bh Re LLC • Hotels & motels
COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT, dated as of November 29, 2006 (this “Assignment”), made by PH FEE OWNER LLC, a Delaware limited liability company, and OPBIZ, L.L.C., a Nevada limited liability company, each having its principal place of business at c/o OpBiz, L.L.C., 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (collectively, “Assignor”), in favor of COLUMN FINANCIAL, INC., a Delaware corporation having an address at 11 Madison Avenue, New York, New York 10010 (“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 Assignor, as borrower, and Assignee, as lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).
