Exhibit 10.1





Exhibit 10.1




AMENDMENT NUMBER ONE TO GROUND LEASE




This AMENDMENT NUMBER ONE TO GROUND LEASE (the “Amendment”) is dated the
17th day of September, 2010, and is made by and among HASINA, LLC, a California limited
liability company, TARSTONE HOTELS, LLC, a Delaware limited liability company, KALPANA, LLC, a
California limited liability company, RIGG HOTEL, LLC, a California limited liability company, and
JRIA, LLC, a Delaware limited liability company (collectively, “Lessor”), and CLIFT
HOLDINGS, LLC, a Delaware limited liability company (“Lessee”).



RECITALS




A. Lessor, as assignees from and successors-in-interest to GEARY HOTEL HOLDINGS, LLC, a
Delaware limited liability company (“Geary”), are (i) the owners of certain real property
(land and improvements) commonly known as 495 Geary Street, San Francisco, California, as more
particularly described on Exhibit “A” attached hereto (the “Premises”), as well as
certain Personal Property, and (ii) the “Lessor” under that certain “Ground Lease” dated
October 14, 2004 (the “Lease”), originally between Geary, as the “Lessor”, and Lessee, as
the “Lessee,” copy of which is attached hereto as Exhibit “B.”



B. Lessor and Lessee desire to amend and modify Section 4.1(a) of the Lease to provide that
the Annual Base Rent shall be temporarily reduced as provided herein below.



C. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them
in the Lease.



AGREEMENT




NOW, THEREFORE, for valuable consideration, including the performance of the promises,
covenants, representations and warranties hereinafter set forth, the parties, intending to be
legally and equitably bound, agree as follows:



I.




INCORPORATION OF RECITALS




The Recitals set forth hereinabove are incorporated into this Agreement as if set forth at
length, are true and correct, and shall be binding upon the parties hereto.


 


 









 





II.




AMENDMENT




2.1 Section 4.1(a) of the Lease is hereby amended to provide that, for the period from
March 1, 2010 through the earlier of (a) February 29, 2012, or (b) the date that Lessee fails to
pay any Defaulted Rent Payment (as defined in the Settlement Agreement described hereinbelow)
only (the “Adjustment Period”), the Annual Base Rent shall be Four Million Nine
Hundred Sixty-Seven Thousand One Hundred Twelve Dollars ($4,967,112). The Annual Base
Rent payable during the Adjustment Period shall be paid in equal monthly installments of Four
Hundred Thirteen Thousand Nine Hundred Twenty-Six Dollars ($413,926) on the first day of each
calendar month in accordance with the terms of the Lease; provided that the Annual Base
Rent for the period from March 1, 2010 through August 1, 2010 shall be paid in the manner set forth
in that certain “Settlement and Release Agreement” dated September 17, 2010 to which Lessor and
Lessee and certain other persons are parties (the “Settlement Agreement”). Upon the
expiration or earlier termination of the Adjustment Period (as hereinabove provided), Annual Base
Rent shall, without any notice, demand, act, consent or instruction by or from Lessor to Lessee,
automatically revert to the Annual Base Rent specified in the Lease as if this Amendment had not
been executed or effective, and from and after such date, Lessee shall pay the installments of
Annual Base Rent (including any increases pursuant to the terms of the Lease) as and when due, all
as provided in the Lease.



2.2 The definition of “Rent” in Section 4.2 of the Lease is hereby amended to read in its
entirety as follows: ”’Rent’ shall mean and include any and all amounts and charges Lessee is
obligated to pay to Lessor or any Lessor Indemnitee pursuant to this Lease, including Annual Base
Rent and Additional Rent, and the Defaulted Rent Payments (as defined in the Settlement
Agreement).”



2.3 Section 7.2(d)(ii) of the Lease is hereby amended to read in its entirety as follows:
“Second, to the payment of the monthly installment of Annual Base Rent, any Additional Rent, and
any Defaulted Rent Payments (as defined in the Settlement Agreement).



2.4 Section 13.1 of the Lease is hereby further amended by the addition of the following:
”Notwithstanding any other provision of the Lease to the contrary, the consent of Lessor shall not
be required for a Transfer of a direct or indirect equity interest in Lessee; provided that
(a) not more than an aggregate of fifty percent (50%) of the equity interest in Lessee is so
Transferred (whether in one or a series of transactions), (b) following such Transfer, Morgans
Group LLC (or any successor thereof) has oversight of the day-to-day management of Lessee and an
Affiliate of Morgans Group LLC (or its successor) is the Operator; (c) Morgans Group, LLC (or any
successor thereof) has joint control or veto power over any transaction not in the ordinary course
of Lessee’s business, and (d) Lessor is furnished with written notice (in accordance with the
notice requirements in this Lease) of such Transfer not later than ten (10) business days prior to
the effective date of such Transfer.”



I.




RATIFICATION




Except as amended and/or modified by this Amendment, the Lease is hereby ratified and
confirmed and all other terms of the Lease shall remain in full force and affect, unaltered and
unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment
and the provisions of the Lease, the provisions of this Amendment shall prevail. Whether or not
specifically amended by the provisions of this Amendment, all of the terms and provisions of the
Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this
Amendment. The provisions hereof shall be binding on, and are for the benefit of, the successors
and assigns of the parties hereto.


 


2









 





II.




COUNTERPARTS




This Amendment may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which, when taken together, will constitute one and the same instrument. The
signature page of any counterpart may be detached therefrom without impairing the legal effect of
the (signature) thereon, provided such signature page is attached to any other counterpart
identical thereto except as having additional signature pages executed by other parties to this
Amendment attached hereto.



III.




FACSIMILE SIGNATURES




The execution of this Amendment may be effected by facsimile signatures, all of which shall be
treated as originals; provided, however, that any party receiving this Amendment with a facsimile
signature may, by written notice to the other party(ies), require the prompt delivery of an
original signature to evidence and confirm the delivery of the facsimile signature. The parties
each intend to be bound by its respective facsimile transmitted signature, and are aware that the
other parties will rely thereon, and each party waives any defenses to the enforcement of the
Amendment delivered by facsimile transmission.



[The remainder of this page is intentionally left blank]

[Signatures on following page]



 


3









 







III.




EXECUTION




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
17th day of September, 2010.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	LESSOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HASINA, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BY:	 	TUP ONE, LLC, a
California limited 
liability
company, its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Tushar Patel	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Tushar Patel	 	 
	 

	 	 	 	 	 	Title:
	 	Member

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TARSTONE HOTELS, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nilesh Madhar	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Nilesh Madhar	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Manager	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	KALPANA, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BY:	 	MKP ONE, LLC, a
California limited 
liability
company, its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Mayur Patel	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Mayur Patel	 	 
	 

	 	 	 	 	 	Title:
	 	Member

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	RIGG HOTEL, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nilesh Madhar	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Nilesh Madhar	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Manager	 	 
	 	 	 	 	 	 	 	 	 






[SIGNATURES CONTINUTED ON NEXT PAGE]



 


4









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	JRIA, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BY:	 	TUP ONE, LLC, a
California limited 
liability
company, its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Tushar Patel	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Tushar Patel	 	 
	 

	 	 	 	 	 	Title:
	 	Member

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	LESSEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CLIFT HOLDINGS, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Fred J. Kleisner	 	 
	 	 	 	 	Name:	 	Fred J. Kleisner	 	 
	 	 	 	 	Title:	 	Chief Executive Officer	 	 







 


5