270 Legal [Sample Agreements]

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of October, 2007 (“Effective Date”), by and among NAVEGANTE HR, LLC, a Nevada limited liability company (“Operator”), MORGANS HOTEL GROUP CO., a Delaware corporation (“Morgans”), and HARD ROCK HOTEL, INC., a Nevada corporation (“HRHI”, and together with Morgans, collectively, “Hard Rock”), as successor to Merger Sub (as defined below) under the Casino Sublease (as defined below).

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3. Gaming Approvals. Promptly after the Effective Date, Operator shall submit any applications, filings and other submissions required by the Gaming Authorities to obtain all Gaming Approvals that are necessary to conduct the Gaming Operations and purchase the Gaming Assets. Operator shall respond to any requests from the Gaming Authorities and promptly file any additional information required in connection with such filings as soon as practicable after receipt of requests therefor. Operator shall timely pay all application fees and investigative fees and costs required by the Gaming Authorities with respect to Operator’s licensing (which fees and costs shall be Casino Expenses). Operator shall keep HRHI promptly and regularly apprised of the status of any communications (including, without limitation, providing copies to HRHI of same) with, and any inquiries or requests for additional information from, the Gaming Authorities and shall comply promptly with any such inquiry or request.

4. Reconciliation; Transfer of Gaming Assets. Operator hereby agrees that, on the Commencement Date, all Gaming Assets, the Surplus Fund Reserves, if any, Assumed Contracts and other items as provided in Section 1.8 of the Casino Sublease shall be transferred directly from Tenant to Operator. Operator shall execute all assumption agreements, bills of sale and other documentation reasonably necessary to implement such transfer and, where applicable, in substantially the form provided in the Casino Sublease. Operator further agrees that all Base Rent, Additional Rent, Priority Management Fees and other fee, cost and expense items shall be prorated as between Tenant and Operator as of the Commencement Date and Operator agrees to cooperate with Hard Rock and Tenant to prepare a reconciliation in connection with the foregoing and all of the Gaming Assets. To the extent that Operator assumes any of the Assumed Liabilities set forth in Section 1.5 of the Casino Sublease, Hard Rock or its designee shall reassume the outstanding amount of such liabilities from Operator or reimburse Operator for such liabilities as of the expiration or earlier termination of the Casino Sublease.
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