Exhibit 10.1


 


THIRD MODIFICATION AGREEMENT


 


THIS THIRD MODIFICATION
AGREEMENT (“Agreement”)
is made as of May       , 2009 by and among
WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-TFL2 (“Lender”), PH
FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”), OPBIZ, L.L.C., a
Nevada limited liability company (“OPBIZ”)
(OPBIZ and Fee Owner are sometimes individually and collectively and jointly
and severally referred to herein as “Borrower”),
PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation (“PHI”), PLANET HOLLYWOOD (REGION
IV), INC., a Minnesota corporation (“PHIV”),
PLANET HOLLYWOOD MEMORABILIA, INC., a Florida corporation (“PHM”)(each of PHI, PHIV, and PHM,
a “PH Entity”), TROPHY
HUNTER INVESTMENTS, LTD., a Florida limited partnership (“THI”), BAY HARBOUR 90-1, LTD., a
Florida limited partnership (“BH90-1”),
BAY HARBOUR MASTER LTD., a Cayman Islands exempted company (“BHML”), DOUGLAS TEITELBAUM, an
individual (“Teitelbaum”),
and ROBERT EARL, an individual (“Earl”)
(THI, BH90-1, BHML, Teitelbaum, and Earl are sometimes individually and
collectively and jointly and severally referred to as “Guarantor”) (Borrower, each PH
Entity and Guarantor are sometimes individually and collectively and jointly
and severally referred to as “Obligors”).


 


RECITALS


 


The following recitals
are a material part of this Agreement:


 


A.                                   Pursuant to that certain Loan Agreement
dated as of November 30, 2006 (together with all amendments,
modifications, or supplements thereto, including the Omnibus Amendment (as
defined below) and the 2008 Modification Agreement (defined below),
collectively, the “Loan Agreement”),
and the other documents listed on Schedule 1 hereto, Column
Financial, Inc., a Delaware corporation (“Original Lender”), made a senior secured loan in the original
principal amount of up to $820,000,000.00 (as such loan was subsequently
increased to $860,000,000, the “Loan”)
to Borrower.  Capitalized terms used in
this Agreement without definition have the meanings set forth in the Loan
Agreement unless the context clearly requires otherwise.


 


B.                                     Pursuant to (i) an Omnibus Amendment
of Loan Documents dated as of July 17, 2007 (the “Omnibus Amendment”), and (ii) a
Modification Agreement dated as of August 11, 2008 (the “2008 Modification Agreement”),
certain provisions of the Loan Agreement and the other Loan Documents were
modified as set forth therein.


 


C.                                     The Loan Agreement, the documents listed
on Schedule 1, and all other documents evidencing or securing or
executed in connection with the making or administration of the Loan, as such
documents have been amended, restated, replaced, supplemented, or otherwise
modified from time to time, including pursuant to the Omnibus Amendment and the
2008 Modification Agreement, are sometimes referred to in this Agreement
collectively as the “Loan Documents.”


 

















 


D.                                    Original Lender’s rights and obligations
under the Loan Agreement and the other Loan Documents have been assigned to
Lender and Lender is the owner and holder of the Loan and the Loan Documents.


 


E.                                      Borrower has requested that Lender agree
to certain modifications of the Loan Documents and Lender has agreed to modify
the Loan Documents subject to and in accordance with the terms and conditions
of this Agreement.


 


F.                                      Each Guarantor has delivered to Lender a
fully executed  Limited Guaranty (each,
an “Additional Guaranty”)
of even date herewith whereby each Guarantor guarantees to Lender the payment
and performance of certain obligations.


 


G.                                     Borrower has delivered to Lender an
Irrevocable Limited Power of Attorney (the “Power of Attorney”) appointing Lender as its attorney in fact
to make and execute all documents, on behalf of Borrower, necessary or desirable
to effect a severance of certain Loan Documents pursuant to Section 8.2(b) of
the Loan Agreement.


 


H.                                    Borrower has paid or reimbursed Lender,
any participants in the Loan and servicers or similar parties all expenses
incurred by such parties through the date hereof in connection with the
negotiation, preparation and execution of this Agreement, each Additional
Guaranty, the Power of Attorney (including recording costs relating thereto),
and any other consents, amendments, waivers or other modifications to the Loan
Documents incidental or related to this Agreement, together with a $150,000.00
processing fee to servicer.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.                                       Interest Reserve Account.


 


(a)                                  Notwithstanding any provision of the Loan
Agreement, including Section 7.4 of the Loan Agreement, to the contrary,
commencing on the date hereof and continuing until December 9, 2009:  (i) in lieu of the requirement of Section 7.4.2
of the Loan Agreement that the amount of the Interest Reserve Fund be at least
$11,000,000.00 at all times, the amount of the Interest Reserve Fund that Borrower
shall be obligated to maintain in the Interest Reserve Account shall be an
amount not less than $2,000,000.00 and (ii) Borrower shall not be entitled
to withdraw or require application of any Interest Reserve Funds, including to
pay any monthly Debt Service payment or part thereof pursuant to Section 7.4.3
of the Loan Agreement, if after giving effect to such withdrawal or
application, the balance of the Interest Reserve Fund maintained in the
Interest Reserve Account would be less than $2,000,000.00.  Accordingly, the second and third sentences
of Section 7.4.2 shall be inapplicable from the date hereof until December 9,
2009.  Commencing on December 9,
2009, the requirements of Section 7.4.2 of the Loan Agreement shall be
reinstated in all respects including the requirement that the amount of the
Interest Reserve Fund shall be at least $11,000,000.00.  Borrower’s failure to cause the amount of the
Interest Reserve Fund maintained in the Interest Reserve Account to at all
times be maintained at the applicable required level shall (subject, commencing
December 9, 2009, to 


 


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Borrower’s right pursuant
to Section 7.4.2 to replenish the Interest Reserve Funds to $11,000,000
following application of the Interest Reserve Funds under Section 7.4.3),
without notice or any other action or any right to cure, be an Event of Default
under the Loan Agreement and a “Specified Event” hereunder.


 


(b)                                 Section 7.4.4 of the Loan Agreement,
is amended to delete the phrase “1.2:1.0” and substitute “1.3:1.0” therefor.


 


(c)                                  Section 2.7(g) of the Loan
Agreement is amended and restated in its entirety to provide as follows:


 


“With respect to any
exercise of:  (i) the second
Extension Option, Borrower shall deposit additional funds into the Interest
Reserve Account equal to the greater of (A) the amount necessary to cause
the balance of the Interest Reserve Account to be not less than $11,000,000.00,
or (B) the amount sufficient to result in a Debt Service Coverage Ratio
for the extension term of at least 1.05:1.00 with respect to the Property; and (ii) the
third Extension Option, Borrower shall deposit additional funds into the
Interest Reserve Account in an amount sufficient to result in a Debt Service
Coverage Ratio for the extension term of at least 1.10:1.00 with respect to the
Property;”


 


2.                                       FF&E Reserve Account. 
Notwithstanding any provision in Section 7.3 to the contrary,
provided no Default or Event of Default shall have occurred and be continuing,
Lender shall disburse up to $2,000,000.00 from the FF&E Reserve Fund for
the purpose of advancing or reimbursing Borrower for costs and expenses
incurred in connection with the improvements made at the Property that are
described on Exhibit A attached hereto and made a part hereof,
provided that Borrower satisfies each of the following conditions in connection
with any such disbursement request (collectively, the “Disbursement Conditions”):  (a) Borrower shall provide Lender with
at least five (5) days prior written notice of each requested
disbursement; (b) Borrower shall deliver to Lender invoices evidencing
that the costs for which each such disbursement is requested are due and
payable (or have been paid by Borrower); (c) Borrower shall deliver to
Lender an officer’s certificate confirming that all such costs have been
previously paid by Borrower or will be paid from the proceeds of the requested
disbursement; and (d) Lender may condition the making of a requested
disbursement on (i) reasonable evidence establishing that Borrower has
applied any disbursements previously received by it for the expenses for which
specific disbursements relate, (ii) reasonably satisfactory site
inspections and (iii) receipt of conditional lien releases and waivers
from any contractors, subcontractors and other relevant parties with respect to
the costs for which each such disbursement is requested are due and payable (or
have been paid by Borrower).  Any funds
disbursed from the FF&E Reserve Fund pursuant to this Section 2 shall
be disbursed first from the Non-Room FF&E Funds to the extent that
such amounts are available for such purpose, but if the Non-Room FF&E
Funds are insufficient to fully fund any such disbursement request, then Room FF&E
Funds shall be disbursed for the purpose hereunder.  On or before September 30, 2009,
Borrower shall deposit funds in the FF&E Reserve Fund in an amount equal to
the aggregate amount disbursed after the date hereof, and to such September 30,
2009 date by Lender pursuant to this Section 2 and Borrower’s failure to
so timely replenish the FF&E Reserve Fund by such amount in accordance 


 


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with the terms hereof
shall, without notice or any other action or right to cure, be an Event of
Default under the Loan Agreement and a “Specified Event” hereunder.


 


3.                                       Timeshare Project Proceeds Account. 
Notwithstanding any provision of Section 7.6 of the Loan Agreement
to the contrary, provided no Default or Event of Default shall have occurred
and be continuing and that Borrower satisfies each of the Disbursement
Conditions (defined above) in connection with each disbursement request, Lender
shall disburse up to $2,500,000.00 from the Timeshare Proceeds Project Account
to reimburse Borrower for the costs and expenses incurred in connection with
the improvements to the convention center space at the Property described on Exhibit B
attached hereto and made a part hereof.


 


Notwithstanding any
provision of Section 7.6 of the Loan Agreement to the contrary, except for
the disbursements from the Timeshare Proceeds Project Account in an aggregate
amount of up to $2,500,000.00 described in the immediately preceding paragraph,
no further disbursements shall be made from the Timeshare Proceeds Project
Account without the prior consent of Goldman Sachs Mortgage Company as the
owner of the junior-most participation interest in the Loan (together with its
successors and assigns, “Goldman
Sachs”), which consent may be withheld by Goldman Sachs in its sole
and absolute discretion for any reason or no reason.


 


4.                                       Observation Rights; Notices.


 


(a)                                  BH/RE, L.L.C., a Nevada limited liability
company (“BH/RE”), Equity
Co., L.L.C., a Nevada limited liability company (“EquityCo”), and each of their respective subsidiaries
(together with BH/RE and EquityCo, the “Borrower Entities”) shall allow representatives (each of the
two representatives shall be known individually as a “Lender Representative”
and collectively, as the “Lender Representatives”) from both KeyCorp
Real Estate Capital Markets, Inc., as master servicer for the Loan
(together with its successors and assigns, “Servicer”), and Goldman Sachs to attend all formal (as
distinguished from informal discussions between two owners or members of the
board of managers) meetings (whether conducted in person, by telephone or
otherwise) of the owners or board of managers of any of the Borrower Entities
(including annual, quarterly and any special meetings); provided, however, that
such attendance by the Lender Representatives shall be solely for informational
purposes and the Borrower Entities shall not be required to adopt or implement
any proposal, recommendation or suggestion made by  the Lender Representatives.  The relevant Borrower Entity shall provide
the Lender Representatives prior notice of, and a reasonable opportunity to
attend, any such meetings.  If any Lender
Representative wishes to attend any meeting, but is unable to attend such
meeting in person, the applicable Borrower Entity shall make arrangements to
permit such Lender Representative to attend by teleconference.  Each of the Borrower Entities shall deliver
to the Lender Representatives, simultaneously with sending of the originals,
all copies of written notices of meetings, agendas for meetings, minutes of
meetings or actions in lieu thereof of the owners or board of managers of each
of the Borrower Entities.


 


(b)                                 In addition to Lender’s existing
inspection rights as and to the extent set forth in the Loan Documents, upon
Lender’s request Borrower shall permit Servicer, Goldman Sachs and other owners
of participation interests in the Loan to visit the Property in a collective
meeting or meetings and to have collective meetings with on-site management,
provided that such site visits 


 


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and meetings shall take
place during normal business hours and Borrower shall receive reasonable
advance notice thereof.


 


(c)                                  For purposes of this Section 4, all
required notices and deliveries from the Borrower Entities to the Lender
Representatives shall be given in writing and shall be effective for all
purposes if (i) by hand delivery or (ii) sent by expedited prepaid
courier delivery service, either commercial or United States Postal Service,
with proof of attempted delivery or (iii) by email delivery, provided
notice is also given in one of the forms of notice set forth in clause (i) or
clause (ii) above, addressed as follows:


 


	
  Servicer:

  	
   

  	
  c/o KeyBank Real Estate
  Capital

  
	
   

  	
   

  	
  8115 Preston Road,
  Suite 800

  
	
   

  	
   

  	
  Dallas, Texas 75225

  
	
   

  	
   

  	
  E-mail:
  meade_hubby@keybank.com

  
	
   

  	
   

  	
   

  
	
  Goldman Sachs:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


5.                                       Accounts Payable.


 


(a)                                  In addition to the various reporting
requirements set forth in the Loan Agreement, within fifteen (15) days
following the end of each calendar month, Borrower shall deliver to Lender: (i) a
statement of the accounts payable of Borrower (including aging) for such month,
in form and substance reasonably acceptable to Lender and including reasonably
detailed information with respect to accounts payable that have been paid and
that are still outstanding (including the identities of the persons that have
been paid or are owed such amounts) and a statement that such accounts payable
shall be paid in accordance with Borrower’s current in place procedures for
payment of accounts payable (a statement of which is set forth in Exhibit C
attached hereto and made a part hereof), including the timing for the payment
of accounts payable, and (ii) copies of all Borrower’s bank account
statements for such month and check ledgers evidencing proof of payments for
such month.  Each Officer’s Certificate
delivered to Lender pursuant to Section 5.1.11(c) of the Loan
Agreement shall include a certification of the accuracy and completeness of the
statement delivered pursuant to subsection 5(a)(i) above and shall
constitute a “Loan Document” for purposes of the Loan Agreement and the other
Loan Documents.


 


(b)                                 In addition to Borrower’s existing
obligations to deliver various notices and documents to Lender as set forth in
the Loan Documents, Borrower shall deliver to Lender, promptly upon Borrower’s
receipt or knowledge thereof, copies of any notices of default, lawsuits, lien
filings or other documents or correspondence relating to any claim by a third
party that amounts are past due and owing by Borrower to such third party.


 


(c)                                  If Lender determines in good faith that
any accounts payable of Borrower are more than sixty (60) days past due, Lender
shall have the right, but not the obligation, to pay such accounts payable,
either from amounts then on deposit in the Reserve Funds or as a 


 


5

















 


protective advance to
protect Lender’s interests in the Property, and, in either case, Borrower shall
be obligated to pay Lender the amounts so paid within five (5) days of
Lender’s request therefor.


 


6.                                       Conveyance in Lieu of Foreclosure. 
Within ten (10) days after Lender’s written demand therefor after
the occurrence of a Specified Event (as defined below) as determined by Lender
in its sole but good faith discretion, Borrower, each of the PH Entities,
MezzCo, L.L.C., a Nevada limited liability company (“MezzCo”) and TSP
Owner LLC, a Delaware limited liability company (“TSP Owner”) shall
deliver to Lender and Lender shall accept the following duly executed and
acknowledged documents and instruments, all in form satisfactory to Lender in
its sole and absolute discretion, (i) as designated and instructed by
Lender in its sole and absolute discretion, one or more deeds conveying fee
simple title, insurable as such, to all portions of the Property that
constitute real property to Lender or, at Lender’s option, Lender’s designee,
nominee or assignee, (ii) as designated and instructed by Lender in its
sole and absolute discretion, one or more assignments conveying membership
interests of MezzCo in OPBIZ to Lender, or at Lender’s option, Lender’s
designee, nominee or assignee, and (iii) as designated and instructed by
Lender in its sole and absolute discretion, all other deeds, assignments, bills
of sale, certificates, affidavits, resolutions, notices, consents, documents
and instruments which Lender determines to be necessary or desirable to
transfer ownership and operation of the casino and hotel business at the
Property, and any related contract rights or licenses (including liquor
licenses), to the extent assignable pursuant to applicable law, including
applicable gaming and licensing laws, to Lender or, at Lender’s option, Lender’s
designee, nominee or assignee, including all documents and instruments that may
be required to enable Lender to obtain title insurance coverage, satisfactory
to Lender in its sole and absolute discretion, with respect to fee simple
property (collectively, the “Conveyance
Documents”).  Lender
acknowledges that under the current applicable Nevada law, neither gaming
licenses nor liquor licenses are assignable by Borrower.  Borrower, each of the PH Entities, MezzCo and
TSP Owner acknowledge and agree that after the occurrence of a Specified Event,
they shall deliver all Conveyance Documents requested by Lender and that
following delivery of the Conveyance Documents, upon Lender’s request OPBIZ
shall continue to operate the Casino Component until such time that Lender
elects to terminate the Casino Component Lease. 
Lender’s rights pursuant to Section 5.1.26 of the Loan Agreement to
require operation of the Casino Component by OPBIZ following foreclosure, deed
in lieu of foreclosure or similar transfer are specifically preserved.  Borrower, each of the PH Entities, MezzCo and
TSP Owner shall otherwise fully cooperate with Lender in connection with all
requested conveyances, including following the date of the initial conveyance,
and shall provide such additional documents and take such action as Lender
requests from time to time in order to effectuate an orderly transition of ownership
and operation of the casino and hotel business at the Property and the
conveyance of all collateral for the Loan to Lender or its designee, and shall
cooperate with Lender to obtain any required confirmation or approval of such
conveyance from the Rating Agencies and any approvals required under applicable
gaming laws.


 


The
term “Specified Event” means the occurrence of any of the following
events:  (i) any failure to cause
the amounts in any of the Reserve Funds to be replenished as required by the terms
of this Agreement or the Loan Agreement; (ii) any Event of Default
resulting from the failure to pay (A) Debt Service or (B) the Loan on
the Maturity Date; (iii) any Event of Default resulting from the failure
to pay any other monetary amount (other than amounts specified in 


 


6

















 


clause (ii) above) due to Lender under the Loan
Documents, provided that (x) Lender has notified Borrower in
writing of same and (y) Borrower shall have failed to pay same within 10
days after the date such notice is sent; (iv) any Event of Default under Section 8.1(a)(vii) of
the Loan Agreement with respect to 
Borrower or any Borrower Party, provided that an involuntary
bankruptcy filed by Lender against Borrower or any other Borrower Party shall
not constitute a “Specified Event” hereunder unless Borrower or any Borrower
Party has consented to the proceeding; (v) any Event of Default under Section 8.1(a)(iv) of
the Loan Agreement with respect to a Transfer in violation of the terms
thereof; (vi) any Event of Default resulting from the failure to pay Taxes
or to keep the Policies in full force and effect, provided that (A) funds
in the Tax and Insurance Escrow Fund have been exhausted and (B) in the
case of an Event of Default resulting from the failure to pay Taxes, such
failure has caused a Lien to be filed or otherwise exist against the Property; (vii) any
Event of Default resulting from the incurrence of any additional Indebtedness
in violation of the terms of the Loan Agreement, other than Permitted
Indebtedness; (viii) any Event of Default resulting from the imposition of
any Lien encumbering the collateral for the Loan, unless (A) the Lien is
being contested by Borrower in good faith pursuant to the applicable terms of
the Loan Agreement, provided that the aggregate amount of all Liens
being so contested shall not exceed $2,500,000 (exclusive of the “Prive Liens”
as defined in the 2008 Modification Agreement), or (B) (x) Lender
shall have notified Borrower in writing of the imposition of such Lien and (y) Borrower
shall have failed to pay same or bond the same with an acceptable title
insurance company within 10 days after the date such notice is sent, provided
that the aggregate amount of all Liens being so bonded shall not exceed
$2,500,000 (exclusive of the “Prive Liens” as defined in the 2008 Modification
Agreement); or (ix) any Event of Default under Section 8.1(a)(xiii)
of the Loan Agreement regarding Borrower’s hotel and casino operation at the
Property.  For purposes of this
definition, the term “Event of Default” shall mean a Default that is continuing
after the expiration of applicable notice and cure or grace periods under terms
of the Loan Documents. The designation of certain events or occurrences as
Specified Events hereunder does not affect in any way either the designation of
any events or occurrences as Events of Default under the Loan Agreement or
Lender’s remedies upon the occurrence of an Event of Default as set forth in
the Loan Agreement.


 


7.                                       Cooperation; Non-Interference. 
Borrower, each PH Entity, Guarantor, MezzCo and TSP Owner, each for
itself and its respective Affiliates that it Controls, hereby covenant and
agree that following the occurrence of an Event of Default: (a) such
parties shall cooperate fully with and assist in Lender’s exercise of its
rights and remedies under the Loan Documents or under applicable laws,
including foreclosure of the Security Instrument and certain other Loan
Documents and appointment of one or more receivers to take possession of the
Property, as determined by Lender in its discretion; and (b) no such party
shall (i) take any action of any kind or nature whatsoever, directly or
indirectly, to delay, oppose, avoid, contest, impede, obstruct, hinder, enjoin
or otherwise interfere in any manner with Lender’s exercise of its rights and
remedies under the Loan Documents or under applicable law, or (ii) allege,
assert or otherwise pursue any claim, defense, affirmative defense,
counterclaim, cause of action, setoff or other right it may have against Lender
relating to Lender’s exercise of its rights and remedies under the Loan
Documents or applicable law, nor shall such party cause, conspire, collude
with, act in concert with, solicit, encourage or support any other Person in
doing or attempting to do any of the foregoing.


 


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8.                                       Warranties
and Representations.  Each of the
Obligors confirms that all warranties and representations previously made by it
in the respective Loan Documents to which it is party were true as of the time
made or deemed made or continued (except to the extent, if any, that the
provisions of this Agreement reflect variances from such existing warranties
and representations with respect to facts and circumstances existing on the
date hereof) and the respective Obligors, each as to itself, further warrant and
represent to Lender as to itself that:


 


(a)                                  The
matters stated in the Recitals set forth above are true and accurate in all
respects, are a material part of this Agreement, and are hereby incorporated by
reference.


 


(b)                                 The
Loan Documents have been duly authorized, executed, and delivered to Lender by
such Obligor, remain in full force and effect as originally written or as
modified herein or as previously modified by mutual written agreement of the
parties, and are valid, binding and enforceable against such Obligor in
accordance with their respective terms.


 


(c)                                  All
liens and security interests created to Lender under the Loan Documents have
been validly created and duly perfected as encumbrances upon the property and
collateral of such Obligor in first or other priority expressly represented by
such Obligor in the Loan Documents.


 


(d)                                 All
indebtedness, liabilities, and obligations created under the Loan Documents are
owing in full, in accordance with the terms thereof, as modified hereby,
without any defense or offset whatsoever, and such Obligor has no defenses,
claims, counterclaims, or other rights that could be asserted to impair, delay,
or adversely affect Lender’s receipt of full payment and performance of all
obligations owed to Lender by such Obligor in accordance with the Loan
Documents with respect to the Loan.


 


(e)                                  Each
Obligor not an individual is duly organized, validly existing, and in good
standing under the laws of its state of organization and is duly qualified as a
foreign entity and is currently in good standing in each state in which such
qualification is required for the conduct of its business as it is currently
being conducted (including, as applicable, the state where the Property is
located).


 


(f)                                    Such
Obligor has full authority and due capacity to execute, deliver, and perform
this Agreement and all documents, instruments and agreements it has executed in
connection herewith.  Such execution,
delivery, and performance has been duly authorized as required under their
organizational documents (if any) or under applicable law, and the individuals
and entities executing this Agreement on their behalf have been duly authorized
and empowered to bind such Obligor by such execution.  The organizational documents of such Obligor
have not been modified since the date of the original Loan closing.


 


(g)                                 This
Agreement has been duly executed and delivered to Lender by such Obligor and is
valid, binding, and enforceable against each of them in accordance with its
terms.


 


(h)                                 Neither
the execution and delivery of this Agreement nor the performance of its terms
and compliance with its conditions will conflict with or result in a breach of
any of 


 


8

















 


the terms, conditions or
provisions of or constitute a violation or default under any organizational
document of such Obligor or any contract, agreement, or to the knowledge of
such Obligor, applicable law, regulation, judgment, writ, order or decree to
which such Obligor or any property of such Obligor is subject.


 


(i)                                     To
such Obligor’s knowledge, except as previously disclosed to Lender in writing,
no action, litigation, dispute, suit or proceeding against or that relates in
any adverse manner to such Obligor relating to the Property is now pending before
any court, arbitrator or governmental or administrative body or agency, and to
the knowledge of such Obligor, none is threatened.


 


(j)                                     All
documents and information furnished by such Obligor to Lender with respect to
the Loan or this Agreement are complete and accurate, and none contains any
misrepresentation or misstatement of a material fact or omits to state a
material fact.


 


(k)                                  To
such Obligor’s knowledge, except as previously disclosed to Lender in writing,
such Obligor is in compliance in all material respects with all federal, state
and local laws, rules, and regulations applicable to their respective
properties, operations, businesses, and finances.


 


(l)                                     To
such Obligor’s knowledge, no Event of Default exists under any Loan Document.


 


9.                                       Ratification
of Guaranty Obligations.


 


(a)                                  Each
Guarantor hereby (i) consents to and acknowledges the terms of this
Agreement, (ii) ratifies the Guaranty or Guaranties previously executed by
him or it and confirms that such Guaranty or Guaranties and all waivers, covenants
and agreements therein remain in full force and effect for the benefit of
Lender, (iii) reaffirms his or its continuing liability for payment and/or
performance of all obligations owed to Lender under such Guaranty or
Guaranties, without any defense or offset whatsoever, to the same extent as if
such Guarantor had executed and delivered each such Guaranty to Lender again on
the date of this Agreement, (iv) confirms that such Guaranty or Guaranties
have not been modified or amended except as expressly set forth in this
Agreement and that such Guarantor’s liabilities under such Guaranty or
Guaranties have not been limited, impaired or affected in any manner by any
existing or previous event, fact or circumstance, (v) confirms that all
warranties and representations made in the Guaranty or Guaranties previously
made by him or it were true as of the time made or deemed made or continued
(except to the extent, if any, that the provisions of this Agreement reflect
variances from such existing warranties and representations with respect to
facts and circumstances existing on the date hereof), (vi) represents and
warrants that if such Guarantor is not an individual, it is duly organized,
validly existing, and in good standing under the laws of its state of organization
and is duly qualified as a foreign entity and is currently in good standing in
each state in which such qualification is required for conduct of its business
as it is currently being conducted, (vii) represents and warrants that
such Guarantor has full authority and due capacity to execute, deliver this
Agreement and that such execution and delivery have been duly authorized as
required under its organizational documents (if any) or under applicable law,
and the individuals and entities executing this Agreement on their behalf have
been duly authorized


 


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and empowered to bind
such Guarantor by such execution, and (viii) represents and warrants that
this Agreement has been duly executed and delivered to Lender by such Guarantor
and is binding and enforceable against such Guarantor in accordance with its
terms.


 


(b)                                 Each
Guarantor further acknowledges and agrees that (i) such Guarantor’s
execution of this Agreement is not required under the Guaranties or under any
other Loan Document, (ii) such Guarantor would remain fully liable to
Lender for all obligations owed under the Guaranty or Guaranties executed by
him or it with respect to the Loan as modified by this Agreement whether or not
such Guarantor executed this Agreement or entered into any of the agreements
herein, (iii) Lender has and shall continue to have the right, but shall
not be obligated, to further modify any or all of the terms of the Loan or the
Loan Documents, extend the maturity of the Loan, obtain or release collateral
or security for the Loan, pursue or forbear in the pursuit of remedies, and
take any or all other actions Lender is authorized to take under the respective
Guaranties, this Agreement or any other Loan Document without (except as and to
the extent expressly required by the applicable Loan Document(s)) giving notice
to, obtaining any consent, approval or agreement from, or obtaining execution
of any document by such Guarantor, (iv) the fact that Lender requested
such Guarantor’s execution of this Agreement does not constitute or establish
any course of conduct or course of dealing that modifies any provision of any
Guaranty or affect such Guarantor’s liability thereunder in any manner, and (v) Lender
shall have the full benefit of this Agreement and the Guaranties without any
obligation to obtain any future ratification, reaffirmation, consent, waiver or
other agreement from such Guarantor.


 


10.                                 Ratification
by PH Entities.


 


(a)                                  Each
PH Entity hereby (i) consents to and acknowledges the terms of this
Agreement, (ii) ratifies the Loan Documents previously executed by it and
confirms that such Loan Documents and all waivers, covenants and agreements
therein remain in full force and effect for the benefit of Lender, (iii) reaffirms
its continuing liability for payment and/or performance of all obligations owed
to Lender under such Loan Documents, without any defense or offset whatsoever,
to the same extent as if such PH Entity had executed and delivered each such
Loan Document to Lender again on the date of this Agreement, (iv) confirms
that such Loan Documents have not been modified or amended and that such PH
Entity’s liabilities under such Loan Documents have not been limited, impaired
or affected in any manner by any existing or previous event, fact or
circumstance, (v) confirms that all warranties and representations made in
the Loan Documents previously made by it were true as of the time made or
deemed made or continued (except to the extent, if any, that the provisions of
this Agreement reflect variances from such existing warranties and
representations with respect to facts and circumstances existing on the date
hereof, (vi) represents and warrants that such PH Entity is duly
organized, validly existing, and in good standing under the laws of its state
of organization and is duly qualified as a foreign entity and is currently in
good standing in each state in which such qualification is required for conduct
of its business as it is currently being conducted, (vii) represents and
warrants that such PH Entity has full authority and due capacity to execute,
deliver this Agreement and that such execution and delivery have been duly
authorized as required under its organizational documents or under applicable
law, and the individuals and entities executing this Agreement on its behalf
have been duly authorized and empowered to bind such PH Entity by such
execution, and (viii) represents and warrants that this Agreement 


 


10

















 


has been duly executed
and delivered to Lender by such PH Entity and is binding and enforceable
against such PH Entity in accordance with its terms.


 


(b)                                 Each
PH Entity further acknowledges and agrees that (i) such PH Entity’s
execution of this Agreement is not required under any Loan Document, (ii) such
PH Entity would remain fully liable to Lender for all obligations owed under
the Loan Documents previously executed by it with respect to the Loan as
modified by this Agreement whether or not such PH Entity executed this
Agreement or entered into any of the agreements herein, (iii) Lender has
and shall continue to have the right, but shall not be obligated, to further
modify any or all of the terms of the Loan or the Loan Documents, extend the
maturity of the Loan, obtain or release collateral or security for the Loan,
pursue or forbear in the pursuit of remedies, and take any or all other actions
Lender is authorized to take under any Loan Document without (except as and to
the extent expressly required by the applicable Loan Document(s)) giving notice
to, obtaining any consent, approval or agreement from, or obtaining execution
of any document by such PH Entity, (iv) the fact that Lender requested
such PH Entity’s execution of this Agreement does not constitute or establish
any course of conduct or course of dealing that modifies any provision of any
Loan Document or affect such PH Entity’s liability thereunder in any manner,
and (v) Lender shall have the full benefit of this Agreement and the Loan
Documents previously executed by it without any obligation to obtain any future
ratification, reaffirmation, consent, waiver or other agreement from such PH
Entity.


 


11.                                 Modifications
to Loan Documents.  The parties agree
that the Loan Documents are hereby modified in all respects necessary to give
effect to the provisions of this Agreement, and only in such respects, and the
provisions of this Agreement shall control over any contrary or inconsistent
provisions of any other Loan Document. 
In all other respects all Loan Documents shall remain in full force and
effect.  All of Lender’s liens, security
interests, priorities, rights, and remedies under the Loan Documents shall
continue in full force and effect as security for the Loan following the
modification thereof by this Agreement. 
All references in any Loan Document to any other Loan Document shall
hereafter be construed to refer to such other Loan Document as modified by this
Agreement.  For all purposes of all Loan
Documents, this Agreement shall be included within the definition of the term “Loan
Documents.”


 


12.                                 Releases
and Indemnifications.  As a material
part of the consideration for Lender’s execution of this Agreement, Borrower,
each PH Entity and each Guarantor (for purposes of this Section 12 each
such party is sometimes referred to as a “Releasing Party”) for itself hereby:


 


(a)                                  acknowledges,
agrees and affirms that as of the date hereof he or it does not possess (i) any
claims, defenses, offsets, rights of recoupment or counterclaims of any kind or
nature against or with respect to the enforcement or administration of the Loan
or the Loan Documents (including any aspect of the origination, administration
or enforcement thereof) or (ii) any knowledge of any facts or
circumstances that might give rise to or be the basis of any such claims,
defenses, offsets, rights of recoupment or counterclaims.


 


(b)                                 releases
and forever discharges Lender, Goldman Sachs and any other holder of
participation interests in the Loan, and each of their respective
predecessors-in-interest, affiliates, subsidiaries or assigns, and all of their
respective past, present, and future 


 


11

















 


shareholders, members,
directors, managers, officers, employees, attorneys, advisers, consultants,
servicers, representatives or agents (collectively, the “Released Parties”) from any and
all existing, future, or potential liabilities, obligations, actions, claims,
causes of action, suits, proceedings, demands, damages, costs and expenses of
every kind whatsoever, whether known or unknown, arising from or relating to
any alleged or actual act, omission, occurrence, or transaction prior to the
date of this Agreement including any of the foregoing relating to the making,
administration, servicing, enforcement, or collection of the Loan, or any of
the foregoing arising from or relating to any discussions or negotiations
between representatives of Lender, Goldman Sachs or any other holder of
participation interests in the Loan or any affiliate or representative of any
of the foregoing, on the one hand, and Borrower, any PH Entity or any Guarantor
or any affiliate or representative of any of the foregoing, on the other hand,
in respect of the Loan or under any theory of “lender liability” arising
therefrom.


 


(c)                                  releases
and forever discharges each of the Released Parties from any and all existing,
future, or potential liabilities, obligations, actions, claims, causes of
action, suits, proceedings, demands, damages, costs and expenses of every kind
whatsoever, whether known or unknown, in connection with or in any way arising
out of this Agreement, the Property, the Loan Documents or the exercise by any
of the Released Parties of any of their rights and remedies under this
Agreement and/or the other Loan Documents, including any of the foregoing in
connection with or in any way arising out of the exercise by Servicer, Goldman
Sachs or any of the other Released Parties of their respective rights under Section 4
of this Agreement.


 


(d)                                 agrees
that none of the Released Parties shall be liable, responsible or accountable
in damages to the Borrower, any PH Entity, any Guarantor or any affiliate of
any of the foregoing for any act taken or the failure to take any such action,
in connection with this Agreement, the Property, the Loan Documents and the
exercise by any of the Released Parties of any of their rights and remedies
under this Agreement and/or the Loan Documents, including any of the foregoing
in connection with or in any way arising out of the exercise by Servicer, Goldman
Sachs or any of the other Released Parties of their respective rights under Section 4
of this Agreement.


 


(e)                                  agrees
that it is the intention of such Releasing Party that the foregoing releases
shall be effective with respect to all matters, past and present, known and
unknown, suspected and unsuspected.  Each
Releasing Party realizes and acknowledges that factual matters now unknown to
it may have given or may hereafter give rise to losses, damages, liabilities, costs
and expenses which are presently unknown, unanticipated and unsuspected, and
each Releasing Party further agrees that the waivers and releases in this
Agreement have been negotiated and agreed upon in light of that realization and
that such Releasing Party nevertheless hereby intends to release, discharge and
acquit the Released Parties from any such unknown losses, damages, liabilities,
costs and expenses.


 


(f)                                    agrees
to indemnify, defend and hold harmless each of the Released Parties from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any
kind or nature whatsoever (including the reasonable fees and disbursements of
counsel for each of the 


 


12

















 


Released Parties in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Released Parties shall be
designated a party thereto), that may be imposed upon, incurred by, or asserted
against any of the Released Parties in any manner in connection with or in any
way directly or indirectly arising out of this Agreement, the Property, the
Loan Documents and the exercise by any of the Released Parties of any of their
rights and remedies under this Agreement and/or the Loan Documents (the “Indemnified
Liabilities”).  To the extent that
the undertaking to indemnify, defend and hold harmless set forth in the
previous sentence may be unenforceable because such undertaking violates any
law or public policy, each of Borrower, each PH Entity and each Guarantor shall
pay the maximum portion that is permitted to be paid to satisfy the Indemnified
Liabilities incurred by the Released Parties.


 


(g)                                 acknowledges
that Lender is specifically relying upon such Releasing Party’s acknowledgments
and agreements in this Section 12 in executing this Agreement, and that in
the absence of such agreements Lender would be unwilling to agree to the
consideration provided for in this Agreement.


 


(h)                                 agrees
that all releases and discharges by such Releasing Party in this Agreement
shall have the same effect as if each released or discharged matter had been
the subject of a legal proceeding, adjudicated to final judgment from which no
appeal could be taken and therein dismissed with prejudice.


 


13.                                 Additional
Documents / Further Assurances.  The
parties hereto shall at any time, and from time to time, upon the written
request of Lender, sign and deliver such further documents and do such further
acts and things as Lender may reasonably request to effect the purposes of this
Agreement.


 


14.                                 Time
is of the Essence.  Time is of the
essence with respect to all agreements and obligations of Borrower contained
herein.


 


15.                                 Entire
Agreement; Written Modifications Only. 
This Agreement, the exhibits and schedules attached hereto, and the
documents referred to, contemplated, or required herein, including the Loan
Documents as modified hereby, constitute the sole and entire agreement between
the parties with respect to the subject matter hereof, and there are no other
covenants, promises, agreements or understandings regarding the same.  This Agreement, including the provisions of
this Section 15, may not be modified except by written amendment to this
Agreement signed by the parties affected by the same, and the Parties
hereby:  (a) expressly agree that it
shall not be reasonable for any of them to rely on any alleged, non-written
amendment to this Agreement; (b) irrevocably waive any and all right to
enforce any alleged, non-written amendment to this Agreement; and (c) expressly
agree that it shall be beyond the scope of authority (apparent or otherwise)
for any of their respective agents to agree to any non-written modification of
this Agreement.


 


16.                                 No
Third-Party Beneficiaries.  This
Agreement is solely for the benefit of the parties hereto and no persons other
than the undersigned and the Released Parties shall be entitled to claim or
receive any benefit by reason of this Agreement.


 


13

















 


17.                                 Due
Diligence Performed; Parties Fully Informed; No Right to Rely.  Borrower, each PH Entity and each Guarantor
hereby warrants, represents and agrees that it has, by itself and with the
assistance of counsel (or, if without the assistance of counsel, such party
having of its own volition chosen not to seek such assistance), performed any
and all due diligence and investigation it deems necessary or desirable in
connection with making a fully informed decision to enter into and sign this
Agreement.  Such parties are relying on
their own investigations and their own decision-making processes in determining
to sign this Agreement, are not relying on the representations or omissions of
each other or of Lender in so doing, and fully understand the terms and
provisions of this Agreement and of the documents contemplated hereby.


 


18.                                 Severability.  If any one or more of the provisions of this
Agreement are deemed by a court having jurisdiction to be unenforceable under
any present or future law, the remainder of this Agreement shall remain
enforceable in accordance with its original terms to the fullest extent
possible.


 


19.                                 Delay
Not a Waiver.  Neither the failure
nor any delay on the part of Lender to exercise any right, power or privilege
under this Agreement or under any document executed in connection herewith
shall operate as a waiver of such right, power or privilege and any single or
partial exercise of any such right, power or privilege shall not preclude any
other or further exercise thereof.


 


20.                                 Successors
and Assigns.  This Agreement shall be
binding on and shall inure to the benefit of each party’s permitted successors
and assigns.


 


21.                                 Construction
of Provisions.  The following rules of
construction are applicable for the purposes of this Agreement and all
documents and instruments supplemental hereto unless the context clearly
requires otherwise:


 


(a)                                  All
references herein to numbered sections or to lettered exhibits are references
to the sections hereof and the exhibits annexed hereto.


 


(b)                                 The
terms “include,” “including,” and similar terms shall be construed as if
followed by the phrase “without being limited to” or the phrase “without
limitation,” as the context may require.


 


(c)                                  Words
of masculine, feminine or neutral gender shall mean and include the correlative
words of the other genders, and words importing the singular number shall mean
and include the plural, and vice versa.


 


(d)                                 No
inference in favor of or against any party hereto shall be drawn from the fact
that such party has drafted any portion of this Agreement or any other Loan
Document.


 


(e)                                  All
references to the Loan shall be deemed to include all existing or future
modifications, amendments, extensions, restatements, or replacements of the
Loan made by mutual written agreement of the parties.


 


14

















 


(f)                                    The
terms “person” and “party” shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
organization, association, corporation, institution, entity or government
(whether federal, state, county, city, municipal or otherwise, including an
instrumentality, division, agency, body or department thereof).


 


(g)                                 The
term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”


 


22.                                 Notices.  All notices, consents, approvals and requests
required or permitted under the Loan Documents shall be given in accordance
with Section 10.6 of the Loan Agreement addressed as follows (or at such other
address as shall be designated from time to time by any party hereto, as the
case may be, in a notice to the other parties hereto in the manner provided in
said Section 10.6):


 


	
  If to Lender:

  	
   

  	
  Wells Fargo Bank, N.A., as trustee

  
	
   

  	
   

  	
  for the Credit Suisse First Boston

  
	
   

  	
   

  	
  Mortgage Securities Corp. Commercial

  
	
   

  	
   

  	
  Mortgage Pass-Through Certificates,
  Series 2007-TFL2

  
	
   

  	
   

  	
  c/o KeyBank Real Estate Capital

  
	
   

  	
   

  	
  8115 Preston Road, Suite 800

  
	
   

  	
   

  	
  Dallas, Texas 75225

  
	
   

  	
   

  	
  Fax: 800-393-0181

  
	
   

  	
   

  	
  Attn: Meade Hubby

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Daniel Flanigan

  
	
   

  	
   

  	
  Polsinelli Shughart PC

  
	
   

  	
   

  	
  700 W. 47th Street, Suite 1000

  
	
   

  	
   

  	
  Kansas City, Missouri 64112

  
	
   

  	
   

  	
  Fax: 816-753-1536

  
	
   

  	
   

  	
   

  
	
  If to Borrower:

  	
   

  	
  c/o OpBiz, L.L.C.

  
	
   

  	
   

  	
  3667 Las Vegas Boulevard South

  
	
   

  	
   

  	
  Las Vegas, Nevada 89109

  
	
   

  	
   

  	
  Attn: Mark Helm

  
	
   

  	
   

  	
  Fax: (702) 785-5936

  



 


23.                                 Counterparts.  This Agreement may be executed in more than
one counterpart, each of which shall be deemed an original and all of which
together shall constitute one and the same document, binding upon all the
parties hereto notwithstanding that all such parties are not signatories to the
same counterpart.  This Agreement shall
become effective when all parties hereto have executed a counterpart
hereof.  A signature of a party by
facsimile or other electronic transmission shall be deemed to constitute an
original and fully effective signature of such party.


 


15

















 


24.                                 Costs
and Expenses.  Without limiting any
other provision of this Agreement or any other Loan Document relating to payment
of expenses, Borrower shall pay or reimburse Lender and any participants in the
Loan and servicers or similar parties with respect thereto, promptly after
demand, for all reasonable out-of-pocket costs and expenses, including
attorneys fees, incurred by Lender in connection with the negotiation,
drafting, implementation, or enforcement of this Agreement.  Any payment or reimbursement made by Borrower
contemporaneously with the execution and delivery of this Agreement shall not
be deemed to limit Borrower’s obligations to pay or reimburse all such expenses
reasonably incurred by Lender, any participants in the Loan and servicers or
similar parties after the date hereof.


 


25.                                 Choice
of Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed in such state without regard to
principles of conflicts of laws.


 


26.                                 Conflict.  In the event of any conflict between the
provisions of this Agreement and the provisions of any Loan Document, the
provisions of this Agreement shall control.


 


27.                                 No
Joint Venture, Partnership or Mortgagee-in-Possession.  Nothing in this Agreement, the transactions
to be carried out pursuant to this Agreement or the Loan Documents is intended
to create a joint venture, partnership, tenancy-in-common, or joint tenancy
relationship between or among Borrower and Lender.  Borrower agrees and acknowledges that it is
in sole possession and control of the Property. 
Nothing in this Agreement or the transactions to be carried out pursuant
to this Agreement is intended to, nor shall be deemed to, make or cause Lender
to become a mortgagee-in-possession of the Property, in whole or in part.


 


28.                                 Acknowledgement.  The parties hereto hereby acknowledge and
agree that as of
                    ,
2009, (a) the outstanding principal balance of the Loan was
$                    
and (b) the balance of each of the escrow or reserve accounts held by
Lender was as follows: (i) Required Repairs and Remediation Account $                    ;
(ii) Tax and Insurance Escrow Account
$                    ;
(iii) FF&E Reserve Account
$                    ;
(iv) Interest Reserve Account
$                    ;
(v) Renovation Project Reserve Account
$                    ;
(vi) Timeshare Project Proceeds Account
$                    ;
(vii) Future Project Reserve Account
$                    ;
(viii) General Reserve Account
$                  .


 


[The remainder of
this page intentionally left blank]


 


16
















 


IN WITNESS WHEREOF, the
parties hereto have executed this Modification Agreement as of the date first
above written.


 


	
  LENDER:

  	
  WELLS
  FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE
  SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
  2007-TFL2

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  KeyCorp Real Estate
  Capital

  
	
   

  	
   

  	
  Markets, Inc., an
  Ohio corporation,

  
	
   

  	
   

  	
  as Master Servicer and
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  BORROWER:

  	
  PH FEE OWNER LLC,  

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPBIZ, L.L.C.,  

  
	
   

  	
  a Nevada limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


[SIGNATURE CONTINUE ON NEXT PAGE]


 


S-1

















 


 


	
  PH
  ENTITIES (FOR PURPOSES OF AGREEING TO SECTIONS [6,
  7, 8, 10, 11, 12 AND 17]:

  	
  PLANET HOLLYWOOD (REGION
  IV), INC.,  a Minnesota corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLANET HOLLYWOOD
  MEMORABILIA, INC.,

  
	
   

  	
  a Florida corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLANET HOLLYWOOD INTERNATIONAL,
  INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[SIGNATURE CONTINUE ON NEXT PAGE]


 


S-2

















 


	
  GUARANTORS
  (FOR
  PURPOSES OF AGREEING TO SECTIONS [7, 8, 9, 11, 12 AND 17]:

  	
  TROPHY HUNTER INVESTMENTS,
  LTD.,  

  a Florida limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAY HARBOUR 90-1, LTD., 

  a Florida limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAY HARBOUR MASTER, LTD., 

  a Cayman exempted company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOUGLAS TEITELBAUM, an
  individual

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROBERT EARL, an individual

  



 


S-3

















 


JOINDER TO THIRD
MODIFICATION AGREEMENT


 


The undersigned, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, join in this Agreement and do hereby consent to the
terms and conditions of this Agreement, but only to the extent the same
specifically applies to them and their respective subsidiaries.


 


	
   

  	
  BH/RE, L.L.C., a Nevada
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EQUITY CO., L.L.C., a
  Nevada limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEZZCO, L.L.C., a
  Nevada limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TSP OWNER LLC, a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


SCHEDULE
1


 


Loan
Documents


 


1.                                       Promissory Note by Borrower in favor of
Original Lender


 


2.                                       Deed of Trust, Financing Statement,
Fixture Filing and Security Agreement by Borrower to First American Title
Insurance Company, for the benefit of Original Lender


 


3.                                       Deed of Trust, Financing Statement,
Fixture Filing and Security Agreement by TSP Owner LLC (“TSP Owner”) to First
American Title Insurance Company, for the benefit of Original Lender


 


4.                                       Assignment of Leases, Rents and Security
Deposits by Borrower in favor of Original Lender


 


5.                                       Assignment of Contracts, Operating
Permits and Construction Permits by Borrower in favor of Original Lender


 


6.                                       Guaranty Agreement by Bay Harbour 90-1,
Ltd., Trophy Hunter Investments, Ltd. and Bay Harbour Master Ltd. in favor of
Original Lender


 


7.                                       Guaranty Agreement by Douglas Teitelbaum
in favor of Original Lender


 


8.                                       Guaranty Agreement by Robert Earl in
favor of Original Lender


 


9.                                       Environmental Indemnity Agreement by
Borrower in favor of Original Lender


 


10.                                 Completion Guaranty made by Bay Harbour
90-1, Ltd., Trophy Hunter Investments, Ltd., Bay Harbour Master Ltd. and Robert
Earl in favor of Original Lender


 


11.                                 Restricted Account Agreement (Access
Restricted Immediately) by and among Borrower, Original Lender and Wells Fargo
Bank, National Association


 


12.                                 Bank Acknowledgment by KeyBank, N.A.


 


13.                                 Restricted Account Agreement by and among
Borrower, Original Lender and Wells Fargo Bank, National Association


 


14.                                 Manager Subordination and Cooperation
Agreement by and among Sheraton Operating Corporation and Original Lender


 


15.                                 Licensor Subordination and Cooperation
Agreement by the PH Entities in favor of Original Lender


 


16.                                 Security Agreement by the PH Entities in
favor of Original Lender


 


17.                                 Security Agreement (Copyrights) by OpBiz
in favor of Original Lender


 

















 


18.                                 Security Agreement (Trademarks) by OpBiz
in favor of Original Lender


 


19.                                 Security Agreement (Trademarks) by Planet
Hollywood (Region IV), Inc. in favor of Original Lender


 


20.                                 Security Agreement (Copyrights) by Planet
Hollywood International, Inc. in favor of Original Lender


 


21.                                 Collateral Assignment of Interest Rate Cap
Agreement made by Borrower in favor of Original Lender


 


22.                                 Collateral Assignment of Timeshare
Project Proceeds made by Borrower and TSP Owner in favor of Original Lender


 


23.                                 Pledge and Security Agreement made by
MezzCo, L.L.C. in favor of Original Lender


 


24.                                 Pledge and Security Agreement made by
Borrower in favor of Original Lender


 


25.                                 Operations and Maintenance Agreement made
by Borrower in favor of Original Lender


 


26.                                 UCC-1 Financing Statement (DE) — Fee
Owner


 


27.                                 UCC-1 Financing Statement (NV) — OpBiz


 


28.                                 UCC-1 Financing Statement (NV Clark
County) — Fee Owner


 


29.                                 UCC-1 Financing Statement (NV Clark
County) — OpBiz


 


30.                                 UCC-1 Financing Statement (NV) — OpBiz
(IP Collateral)


 


31.                                 UCC-1 Financing Statement (DE) — TSP
Owner


 


32.                                 UCC-1 Financing Statement (NV Clark
County) — TSP Owner


 


33.                                 UCC-1 Financing Statement (MN) — Planet
Hollywood (Region IV), Inc.


 


34.                                 UCC-1 Financing Statement (FL) — Planet
Hollywood Memorabilia, Inc.


 


35.                                 UCC-1 Financing Statement (DE) — Planet
Hollywood International, Inc.


 


36.                                 Collateral Assignment of Interest Rate
Cap Agreement by Borrower in favor of Lender


 


37.                                 Omnibus Amendment of Loan Documents dated
as of July 17, 2007


 


38.                                 Modification Agreement dates as of August 11,
2008


 

















 


EXHIBIT
A


 


A-1

















 


EXHIBIT
B


 


FF&E remodel of the
convention space to de-theme the existing Aladdin FF&E and refresh the
space.


 


B-1

















 


EXHIBIT
C


 


[Account Payable
Procedures]


 


C-1