THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
Exhibit
10(t)
THIRD AMENDMENT
TO
AMENDED AND
RESTATED LEASE AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND
RESTATED LEASE AGREEMENT (the “Amendment”) is dated as of
November [14], 2008 and is by and between GROVE ISLE ASSOCIATES,
LLLP, a Delaware limited liability limited partnership [f/k/a Grove
Isle Associates, Ltd.] (the “Lessor”) and GROVE HOTEL
PARTNERS, LLC, A Delaware limited liability company (“Lessee”).
R
E C I T A L S
A. Lessor
and Westgroup Grove Isle Associates, Ltd. (the “Original Tenant”) are parties
to that certain Amended and Restated Lease Agreement dated as of November 19,
1996 (the “Base Lease”),
as amended by that certain Amendment to Amended and Restated Lease Agreement
dated December 10, 1999 (the "First Amendment") and that
certain Second Amendment to Amended and Restated Lease Agreement dated September
15, 2004 (the "Second
Amendment," and together with the First Amendment and the Base Lease, the
"Lease"), with respect
to certain real property and improvements located at ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, as more particularly described in the Lease (the “Demised
Premises”).
B. Pursuant
to that certain Assignment and Assumption of Lease and Consent of Landlord dated
November [14], 2008 by and between Original Tenant and Lessee and joined by
Lessor, Original Tenant assigned and transferred to Lessee all of Original
Tenant’s right, title and interest and obligations in and to the Demised
Premises (the “Assignment”) and in connection
therewith, the Lessor and Lessee desire to modify this Lease in certain
respects.
NOW,
THEREFORE, in consideration of the foregoing as well as the mutual benefits
inuring to each party hereunder, the Lessor and Lessee agree that the foregoing
recitals are true and correct and further agree as follows:
1. Definitions. All
capitalized terms used in this Amendment without definition shall have the
meanings given to them in the Lease.
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2. Management. The
following provision shall be added and incorporated into the Lease:
“At all
time during the Term of the Lease, (i) Lessee shall be required to engage a
qualified luxury resort manager to operate the resort (the “Resort”) constituting the
Leased Premises (including but not limited to the private club operated from the
Leased Premises), (ii) Lessee and its affiliate engaged to manage the Resort
must at all times retain their roles, equity interests in and responsibilities
to Lessee under the Operating Agreement between Grove Hotel Partners, LLC, as
owner and GH-Grove Isle Management LLC, as operator, covering Grove Isle Hotel
and Spa, a Grand Heritage Hotel, Miami, Florida, dated November 1, 2008 (as may be amended, restated
or otherwise modified from time to time; provided, however, that any amendments
or modifications do not change the
relationships set forth above) (the
“Management Agreement”)
and under the Limited Liability Company Agreement of Grove Hotel Partners, LLC
dated as of May 14, 2008 (as may be amended, restated
or otherwise modified from time to time; provided, however, that any amendments
or modifications do not change the
relationships set forth above) (the “Operating
Agreement”). This Third Amendment shall also provide that the
failure to maintain a qualified manager at all times shall constitute an event
of default under the Lease, and the failure of Resort Manager and Day-to-Day
Manager (as defined below) at all times to retain their roles, equity interests
in and responsibilities to Lessee under the Management Agreement and Operating
Agreement (or being succeeded in both roles and capacities and responsibilities
by a “Qualified Assignee” as defined in the Lease) shall also constitute an
event of default under the Lease.”
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3. Approval of Manager.
Landlord hereby, (ii) approves Grand Heritage Hotel Group, LLC, ▇▇▇▇ ▇▇▇▇▇▇ and
their affiliates as the Resort Manager and Day-to-Day Manager (as defined in the
Management Agreement and Operating Agreement), subject to such Resort Manager
and Day-to-Day Manager at all times retaining their roles, equity interests in
and responsibilities to Lessee under the Management Agreement and Operating
Agreement (or being succeeded in both roles and capacities and responsibilities
by a “Qualified Assignee” as defined in the Lease).
4. Landlord’s
Consent. Landlord hereby consents to the Assignment. In no
event shall this consent be deemed a waiver by Landlord of Lessee’s obligations
pursuant to Section
10.2 of the Lease to obtain the consent of Landlord for any future
assignment or sublease of the Demised Premises, or any other transfer of the
Demised Premises or any interest therein.
5. Notice. Section 19.12 of the
Lease is hereby amended and restated as follows:
“Notice. All notices
and responses which are required or permitted under this Lease shall be in
writing, under this Lease shall be in writing, and shall be deemed complete only
when actually delivered to the recipient as follows or delivery at such
address:
If to the Lessor,
at: Grove
Isle Associates, LLLP
Phone: ( )
E-mail:
With a copy
to: ▇▇▇
▇▇▇▇▇▇▇, Esq.
Kluger, Peretz, ▇▇▇▇▇▇ & Berlin,
P.L.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇
▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
If to Lessee,
at: Grove
Hotel Partners, LLC
Phone: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: JCullen@grand
▇▇▇▇▇▇▇▇.▇▇▇
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With a copy
to: Milbank
Corporate Real Estate
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇., ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Either
party may change the place for giving notice by written notice in the manner set
forth in this Section.”
6. No Implied
Modification. Except as expressly set forth in this Amendment, the Lease
shall remain in full force and effect without modification.
7. Miscellaneous.
a. 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.
b. This
Assignment may be executed in one or more counterparts (by facsimile or
electronic PDF).
SIGNATURE
PAGE FOLLOWS:
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IN
WITNESS WHEREOF the parties have executed this Amendment effective on the date
first above written.
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LESSOR:
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GROVE ISLE ASSOCIATES,
LLLP
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A
Delaware limited liability limited
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________________________________
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partnership,
f/k/a Grove isle Associates,
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Name: ______________________
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Ltd.
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________________________________
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By:
Courtland
Investments, Inc.,
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Name: ______________________
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a
Delaware corporation,
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its
sole general partner
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By:
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Name:
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Title:
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LESSEE:
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GROVE
HOTEL PARTNERS, LLC,
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a
Delaware limited liability company,
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________________________________
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By:
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Name: ______________________
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Name:
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Title:
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________________________________
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Print
Name:
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