RESORT MANAGEMENT AGREEMENT by and among HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, HRHH DEVELOPMENT, LLC, a Delaware limited liability company, HRHH CAFÉ, LLC, a Delaware limited liability company, HRHH IP, LLC, a Delaware limited...Resort Management Agreement • October 24th, 2011 • Bref Hr, LLC • Nevada
This RESORT MANAGEMENT AGREEMENT (“Agreement”) is made as of March 1, 2011 (the “Effective Date”), between HRHH HOTEL/CASINO, LLC, a Delaware limited liability company (the “Resort Owner”), HRHH DEVELOPMENT, LLC, a Delaware limited liability company (the “Adjacent Property Owner”), HRHH IP, LLC, a Delaware limited liability company (the “IP Owner”) and HRHH CAFÉ, LLC, a Delaware limited liability company (the “Café Owner”, and together with the Resort Owner and the Adjacent Property Owner, collectively, “Owner”), and WG-HARMON, LLC, a Nevada limited liability company (“Manager”). Each of the Owner, and the Manager, are sometimes referred to individually herein as a “Party”, and collectively herein as the “Parties”.
SECOND MORTGAGE LOAN AGREEMENT Dated as of March 1, 2011 among HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, HRHH CAFE, LLC, a Delaware limited liability company, HRHH DEVELOPMENT, LLC, a Delaware limited liability company, HRHH IP,...Second Mortgage Loan Agreement • October 24th, 2011 • Bref Hr, LLC • New York
THIS SECOND MORTGAGE LOAN AGREEMENT, dated as of March 1, 2011 (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 permitted assigns, “Lender”), and HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, HRHH CAFE, LLC, a Delaware limited liability company, HRHH DEVELOPMENT, LLC, a Delaware limited liability company, HRHH IP, LLC, a Delaware limited liability company, and HRHH GAMING, LLC, a Nevada limited liability company, each having its principal place of business at c/o Brookfield Real Estate Financial Partners LLC, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York 10281 (each, individually, a “Borrower”, and collectively, “
LIMITED LIABILITY COMPANY AGREEMENT OF BREF HR, LLCLimited Liability Company Agreement • October 24th, 2011 • Bref Hr, LLC • Delaware
FOURTH AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 1, 2011 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 • October 24th, 2011 • Bref Hr, LLC • New York
THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 1, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among (A) 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 (B) HRHH HOTEL/CASINO, LLC, a Delaware limited liability company, having its principal place of business c/o Brookfield Financial Partners, LLC, Three World Financial Center, 200 Vesey Street, New York, New York 10281-1021, Attention: Theresa A. Hoyt (“Hotel/Casino Borrower”), HRHH CAFE, LLC, a Delaware limited liability company, having its principal place of business c/o Brookfield Financial Partners, LLC, Three World Financial Center, 200 Vesey Street, New York, New York 10281-1021, Attention: Theresa A. Hoyt (“Café Borrower”), HR
MANAGEMENT AGREEMENT (Gaming Operations)Management Agreement • October 24th, 2011 • Bref Hr, LLC • Nevada
TRADEMARK LICENSE and COOPERATION AGREEMENT by and between RANK LICENSING, INC. and PETER A. MORTONTrademark License and Cooperation Agreement • October 24th, 2011 • Bref Hr, LLC • New York
This Agreement is made and entered into as of June 7, 1996 by and between Rank Licensing, Inc., a Florida Corporation (“Licensor”) and Peter A. Morton (“Licensee”).
AGREEMENT TO TRANSFER IN LIEU OF FORECLOSURE AND SETTLEMENT AGREEMENTForeclosure and Settlement Agreement • October 24th, 2011 • Bref Hr, LLC • New York
This AGREEMENT TO TRANSFER IN LIEU OF FORECLOSURE AND SETTLEMENT AGREEMENT is made as of March 1, 2011, by and among (1) HRHH HOTEL/CASINO, LLC (“Hotel/Casino Borrower”); HRHH DEVELOPMENT, LLC; HRHH GAMING, LLC (“Gaming Mortgage Borrower”); HRHH IP, LLC (“IP Borrower”); and HRHH CAFE, LLC (all of the foregoing entities, collectively, “Mortgage Borrowers”); (2) HRHH GAMING SENIOR MEZZ, LLC and HRHH JV SENIOR MEZZ, LLC (collectively, “First Mezzanine Borrowers”); (3) HRHH GAMING JUNIOR MEZZ, LLC (“Second Mezz Gaming Borrower”), HRHH JV JUNIOR MEZZ, LLC (“Second Mezz JV Borrower”, and together with Second Mezz Gaming Borrower, collectively, “Second Mezzanine Borrowers”; Second Mezzanine Borrowers, together with Mortgage Borrowers and First Mezzanine Borrowers, collectively, the “Borrowers”; Borrowers, together with each direct and indirect subsidiary thereof (including HRHH Gaming Member, LLC), collectively, the “Group Companies”); (4) HRHH JV JUNIOR MEZZ TWO, LLC (“JV Junior Mezz Two”) a
CASINO LEASE BY AND BETWEEN HRHH HOTEL/CASINO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“LANDLORD”), AND LVHR CASINO, INC., A NEVADA CORPORATION (“TENANT”) March 1, 2011Casino Lease • October 24th, 2011 • Bref Hr, LLC • Nevada
THIS CASINO LEASE (“Lease”) is made and entered into as of the 1st day of March, 2011 (the “Execution Date”), by and between HRHH HOTEL/CASINO, LLC, a Delaware limited liability company (“Landlord”), and LVHR CASINO, INC., a Nevada corporation (“Tenant”). The Landlord and Tenant are sometimes referred to herein singly as a “Party” and collectively as the “Parties.”
LIQUOR MANAGEMENT AND EMPLOYEE SERVICES AGREEMENTLiquor Management and Employee Services Agreement • October 24th, 2011 • Bref Hr, LLC • Nevada
This LIQUOR MANAGEMENT AND EMPLOYEE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of March, 2011 (“Execution Date”) by and between HRHH HOTEL/CASINO, LLC, a Delaware limited liability company (“Owner”), and WG-HARMON, LLC, a Nevada limited liability company (“Operator”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Index of Terms attached hereto.
