Exhibit 10.2





Exhibit 10.2




TriMont Real Estate Advisors, Inc.

Monarch Tower

3424 Peachtree Road NE, Suite 2200

Atlanta, Georgia 30326




VIA FACSIMILE AND OVERNIGHT COURIER




September 4, 2009




HHRH Development Transferee, LLC

c/o Morgans Hotel Group Co.

475 Tenth Avenue

New York, New York 10018

Re: Hard Rock

Attention: Marc Gordon, Chief Investment Officer





			
	Re:	 	Modification and extension of that certain $50,000,000 mortgage loan (the “Loan”)
made pursuant to that certain Loan Agreement, dated as of August 1, 2008, by and between
Column Financial, Inc., a Delaware corporation (“Original Lender”), and HRHH
Development Transferee, LLC, a Delaware limited liability company (“Borrower”), as
amended by that certain First Amendment to Loan Agreement, dated as of November 10, 2008,
between Borrower and Original Lender, and as further amended by that certain Letter Agreement,
dated August 7, 2009, from Servicer (hereinafter defined) to Borrower, collectively, the
“Loan Agreement”; All capitalized terms used and not defined herein shall have the
respective meanings set forth in the Loan Agreement.)






Dear Mr. Gordon:




TriMont Real Estate Advisors, Inc., a Georgia corporation (in its capacity as Servicer and Asset
Manager on behalf of Lender (hereinafter defined), “Servicer”), is the Servicer and Asset
Manager of the Loan on behalf of Eastern Capital Fund I SPE (Vegas Paradise) LLC, a Delaware
limited liability company, Eastern Capital Fund I SPE (Vegas Paradise Affiliate) LLC, a Delaware
limited liability company, and NRFC UL Holdings, LLC, a Delaware limited liability company
(together with their respective successors and assigns, collectively, as successors in interest to
Original Lender, “Lender”).



Borrower has requested, and Servicer, on behalf of and at the direction of Lender, by this letter
(this “Letter Agreement”) hereby agrees to the following modifications to the Loan:




	 	1.	 	The Initial Maturity Date shall be extended to October 9, 2009.

	 
	 	2.	 	September 4, 2009 shall be deemed to be a Payment Date and a Monthly Interest
Payment shall be due and payable on such Payment Date. The entire Monthly





 


 









 











	 	 	 	Interest Payment due and payable on such Payment Date shall be paid with funds from
the Interest Reserve Account.

	 
	 	3.	 	Notwithstanding anything to the contrary contained in Section 2.2.1 or
elsewhere in the Loan Agreement, Borrower shall pay to Lender on the September 4, 2009
Payment Date (i) the interest accrued on the A Piece Percentage of the Outstanding
Principal Balance of the Loan at the Applicable A Interest Rate plus (ii) the
interest accrued on the B Piece Percentage of the Outstanding Principal Balance of the
Loan at the B Piece Current Pay Interest Rate (hereinafter defined). The interest
accrued on the B Piece Percentage of the Outstanding Principal Balance of the Loan at
the Applicable B Interest Rate in excess of the interest paid as set forth in clause
(ii) of the immediately preceding sentence (the “Accrued Interest”) shall be due and
payable on the Maturity Date.







As used herein, “B Piece Current Pay Interest Rate” shall mean a rate equal to
the lesser of (a) (i) a per annum interest rate equal to LIBOR plus 200 basis points
for a LIBOR Loan or (ii) the Prime Rate plus the B Piece Current Pay Prime Rate
Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant
to the provisions of Section 2.2.3(c) or (f) of the Loan Agreement,
and (b) 250 basis points (2.50%).




As used herein, “B Piece Current Pay Prime Rate Spread” shall mean the
difference (expressed as the number of basis points) between (i) LIBOR plus 200
basis points on the date LIBOR was last applicable to the Loan and (ii) the Prime
Rate on the date that LIBOR was last applicable to the Loan; provided,
however, in no event shall such difference be a negative number.




	 	4.	 	Notwithstanding anything to the contrary contained in Section 2.2.7 or
elsewhere in the Loan Agreement, Borrower shall not be required to purchase and deliver
or otherwise maintain an Interest Rate Cap Agreement or a Replacement Interest Rate Cap
Agreement with respect to the period from September 4, 2009 to and including the
Initial Maturity Date, as extended hereby.






This Letter Agreement shall be deemed to constitute a “Loan Document” for all purposes under the
Loan Agreement and the other Loan Documents.



This Letter Agreement may be executed in counterparts, each of which shall constitute an original
but which together shall constitute one instrument. Executed facsimile copies of this Letter
Agreement shall constitute a binding agreement for all purposes. This Letter Agreement may be
amended only by an instrument in writing executed by each of the parties hereto.



If any provision of this Letter Agreement is determined to be unenforceable, the remaining
provisions shall remain enforceable to the extent permissible.



This Letter Agreement shall inure to the benefit of and be binding upon Servicer, on behalf of
Lender, Lender and Borrower, and their respective successors and assigns.


 


 









 





This Letter Agreement may not be modified, amended, waived, changed or terminated orally, but only
by an agreement in writing signed by the party(ies) against whom the enforcement of the
modification, amendment, waiver, change or termination is sought.



This Letter Agreement shall be governed by the terms and provisions of Section 10.3 of the Loan
Agreement.



This Letter Agreement embodies the entire agreement and understanding between Servicer. on behalf
of Lender, Lender and Borrower with respect to the subject matter hereof and supersedes all prior
or contemporaneous oral or written agreements and understandings relating to the subject matter
hereof. In the event of any inconsistency between the terms and provisions of this Letter
Agreement and the terms and provisions of any other agreement between or among the parties hereto
relating to the subject matter hereof (including the Loan Documents), the terms and provisions of
this Letter Agreement shall govern.



	 	 	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, INC., 
a Georgia
corporation, as Servicer and Asset Manager
 on behalf of Lender

 	 
	 	By:  	/s/      J. Gregory Winchester
 	 
	 	 	Name:  	J. Gregory Winchester 	 
	 	 	Title:  	Managing Director 	 
	 



 


 









 





	 	 	 	 	 	 	 
	Agreed and accepted
this 4th day of September, 2009.	 	 
	 
	 	 	 	 	 	 
	EASTERN CAPITAL FUND I SPE (VEGAS PARADISE) LLC, 

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Raymond M. Murphy	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Raymond M. Murphy	 	 
	 

	 	Title:
	 	General Counsel	 	 
	 
	 	 	 	 	 	 
	EASTERN CAPITAL FUND I SPE (VEGAS PARADISE AFFILIATE) LLC, 

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Raymond M. Murphy	 	 
	 	 	  	 	 
	 

	 	Name:
	 	Raymond M. Murphy	 	 
	 

	 	Title:
	 	General  Counsel	 	 





 


 









 







Agreed
and accepted this 4th day of September, 2009.




	 	 	 	 	 	 	 
	NRFC UL HOLDINGS, LLC, 

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Daniel R. Gilbert	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Daniel R. Gilbert	 	 
	 

	 	Title:
	 	Executive Vice President & Chief Investment Officer	 	 






 


 









 







Agreed and accepted this
4th
day of September, 2009.



	 	 	 	 	 	 	 
	HRHH DEVELOPMENT TRANSFEREE, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/  Marc Gordon	 	 
	 	 	 	 	 
	 

	 	Name:
	 	 Marc Gordon	 	 
	 

	 	Title:
	 	 President	 	 






	 	 	 	 	 	 	 
	 

	 	cc:
	 	Morgans Hotel Group Co.	 	 
	 

	 	 	 	475 Tenth Avenue	 	 
	 

	 	 	 	New York, New York 10018	 	 
	 

	 	 	 	Re: Hard Rock	 	 
	 

	 	 	 	Attention: David Smail	 	 
	 

	 	 	 	Facsimile No.: (212) 277-4172	 	 
	 
	 

	 	 	 	DLJ Merchant Banking Partners	 	 
	 

	 	 	 	11 Madison Avenue	 	 
	 

	 	 	 	New York, New York 10010	 	 
	 

	 	 	 	Attention: Ryan Sprott	 	 
	 

	 	 	 	Facsimile No.: (212) 743-1667	 	 
	 
	 

	 	 	 	Latham & Watkins LLP	 	 
	 

	 	 	 	885 Third Avenue	 	 
	 

	 	 	 	Suite 1000	 	 
	 

	 	 	 	New York, New York 10022	 	 
	 

	 	 	 	Attention: Michelle Kelban, Esq.	 	 
	 

	 	 	 	Facsimile No.: (212) 751-4864	 	 
	 
	 

	 	 	 	Latham & Watkins LLP	 	 
	 

	 	 	 	355 South Grand Avenue	 	 
	 

	 	 	 	Los Angeles, California 90071	 	 
	 

	 	 	 	Attention: Tom Sadler, Esq.	 	 
	 

	 	 	 	Facsimile No.: (213) 891-8763	 	 






 


 









 





	 	 	 
	Kilpatrick Stockton LLP

	 	Eastern Capital Fund I SPE (Vegas Paradise) LLC
	1100 Peachtree Street, Suite 2800

	 	Eastern Capital Fund I SPE (Vegas Paradise Affiliate) LLC
	Atlanta, GA 30309-4530

	 	c/o Eastern Real Estate LLC
	Telephone: (404) 815-6595

	 	120 Presidential Way, Suite 300
	Telecopy: (404) 541-3490

	 	Woburn, Massachusetts  01801
	Attention: Richard W. White

	 	Attention: Raymond M. Murphy,
	 

	 	                 General Counsel
	 

	 	Facsimile: (781) 926-6426
	 
	 	 
	NRFC WA HOLDINGS, LLC

	 	Goodwin Procter, LLP
	c/o NorthStar Realty Finance Corp.

	 	Exchange Place
	399 Park Avenue

	 	53 State Street
	New York, New York 10022

	 	Boston, Massachusetts  02109
	Attention: Daniel R. Gilbert

	 	Minta E. Kay, Esq.
	Facsimile: (212) 547-2700

	 	Facsimile: (617) 523-1231
	 
	 	 
	Wells Fargo Bank National

	 	NRFC UL Holdings, LLC
	Association, as trustee for the

	 	c/o NorthStar Realty Finance Corp.
	registered holders of

	 	399 Park Avenue, 18th Floor
	N-Star REL CDO VIII Grantor Trust,

	 	New York, New York 10022
	as successor in interest to NRFC WA

	 	Attention: Aaron Davis
	 Holdings, LLC

	 	Facsimile: (212) 547-2718
	c/o NorthStar Realty Finance Corp.
	 	 
	399 Park Avenue
	 	 
	New York, New York 10022
	 	 
	Attention: Daniel R. Gilbert
	 	 
	Facsimile: (212) 547-2700
	 	 
	 
	 	 
	Wells Fargo Bank National

	 	Sidley Austin LLP
	Association, as trustee for the

	 	787 Seventh Avenue
	registered holders of

	 	New York, New York 10019
	N-Star REL CDO VI Grantor Trust,

	 	Attention: Alan S. Weil, Esq.
	as successor in interest to NRFC WA

	 	Facsimile: (212) 839-5599
	 Holdings, LLC
	 	 
	c/o NorthStar Realty Finance Corp.
	 	 
	399 Park Avenue
	 	 
	New York, New York 10022
	 	 
	Attention: Daniel R. Gilbert
	 	 
	Facsimile: (212) 547-2700