FIRST MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING SENIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV SENIOR MEZZ, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as LenderFirst Mezzanine Loan Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • New York
THIS FIRST 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 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, 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.
THIRD MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING JUNIOR MEZZ TWO, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ TWO, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as LenderThird Mezzanine Loan Agreement • December 20th, 2007 • Hard Rock Hotel Holdings, LLC • New York
THIS THIRD 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 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”; and each of Gaming Borrower and JV Borrower, individually, a “Borrower”, and collectively, “Borrowers”), jointly and severally.
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.
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”).
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.
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 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
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).
