Exhibit 10.1





Exhibit 10.1




TriMont Real Estate Advisors, Inc.

Monarch Tower

3424 Peachtree Road NE, Suite 2200

Atlanta, Georgia 30326




VIA FACSIMILE AND OVERNIGHT COURIER




August 7, 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, 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, Wells Fargo Bank
National Association, as trustee for the registered holders of N-Star REL CDO VI Grantor Trust, as
successor in interest to NRFC WA Holdings, LLC, and Wells Fargo Bank National Association, as
trustee for the registered holders of N-Star REL CDO VIII Grantor Trust, as successor in interest
to NRFC WA Holdings, LLC (as successors in interest to Original Lender, together with their
respective successors and assigns, collectively, “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 September 4, 2009.






	 	2.	 	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 August 7, 2009 to and including
the Initial Maturity Date, as extended hereby.






	 	3.	 	August 9, 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.





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 7th day of August, 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	 	 









 












 







	 	 	 	 	 	 	 
	Agreed and accepted
this 7th day of August, 2009.	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO BANK NATIONAL ASSOCIATION,

as trustee for the registered holders of

N-Star REL CDO VI Grantor Trust,

as successor in interest to NRFC WA Holdings, LLC
	 	 
	 
	 	 	 	 	 	 
	By:	 	NS Advisors, LLC, as attorney-in-fact

for Wells Fargo Bank National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel R. Gilbert	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Daniel R. Gilbert	 	 
	 

	 	 	 	Title:   Executive Vice President &

            Chief Investment Officer	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO BANK NATIONAL ASSOCIATION,

as trustee for the registered holders of

N-Star REL CDO VIII Grantor Trust,

as successor in interest to NRFC WA Holdings, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	NS Advisors, LLC, as attorney-in-fact

for Wells Fargo Bank National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/  Daniel R. Gilbert	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Daniel R. Gilbert	 	 
	 

	 	 	 	Title:   Executive Vice President &

            Chief Investment Officer	 	 






 












 







	 	 	 	 	 	 	 
	Agreed and accepted
this 7th  day of August, 2009.	 	 
	 
	 	 	 	 	 	 
	HRHH DEVELOPMENT TRANSFEREE, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Richard Szymanski	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Richard Szymanski	 	 
	 

	 	Title:
	 	Vice 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
	 
	 	 	 	 
	 

	 	 	 	DLA Piper US LLP
	 

	 	 	 	550 South Hope Street, Suite 2300
	 

	 	 	 	Los Angeles, CA 90071
	 

	 	 	 	Attention: Mark Nelson, Esq.
	 

	 	 	 	Re: Hard Rock Participation
	 

	 	 	 	Telecopier: (213) 330-7571
	 

	 	 	 	Telephone: (213) 330-7821






 












 





	 	 	 
	Kilpatrick Stockton LLP

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

	 	c/o Eastern Real Estate LLC 
	Atlanta, GA 30309-4530

	 	120 Presidential Way, Suite 300
	Telephone: (404) 815-6595

	 	Woburn, Massachusetts 01801
	Telecopy: (404) 541-3490

	 	Attention: Raymond M. Murphy,
	Attention: Richard W. White

	 	                 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 Association, as
	 	 
	trustee for the registered holders of
	 	 
	N-Star REL CDO VIII Grantor Trust,
	 	 
	as successor in interest to NRFC WA
	 	 
	Holdings, LLC
	 	 
	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 Association, as
	 	 
	trustee for the registered holders of
	 	 
	N-Star REL CDO VI Grantor Trust,
	 	 
	as successor in interest to NRFC WA Holdings, LLC
	 	 
	
c/o NorthStar Realty Finance Corp.
	 	 
	399 Park Avenue
	 	 
	New York, New York 10022
	 	 
	Attention: Daniel R. Gilbert
	 	 
	Facsimile: (212) 547-2700