Exhibit 10.56
Guaranty Fee
Agreement
THIS GUARANTY FEE AGREEMENT (this
“ Agreement ”) is entered into as of the
day of November, 2006, by OpBiz, L.L.C., a
Nevada limited liability company having an address at 3667 Las
Vegas Boulevard South, Las Vegas, Nevada 89109, PH Fee Owner
LLC, a Delaware limited liability company having an address at 3667
Las Vegas Boulevard South, Las Vegas, Nevada 89109 (together,
collectively, “ Borrower ”) and Trophy Hunter
Investments, Ltd., a Florida limited partnership, Bay Harbour 90-1,
Ltd., a Florida limited partnership and Bay Harbour Master, Ltd., a
Cayman Islands exempted company, each having an address at c/o Bay
Harbour Management L.C., 885 Third Avenue, New York, NY 10022
(together, collectively, “ Guarantor
”).
WITNESSETH:
WHEREAS, pursuant to that certain
Loan Agreement, dated as of the date hereof (together with all
extensions, renewals, modifications, substitutions and amendments
thereof, the “ Loan Agreement ”) Borrower has
taken a loan (the “ Loan ”) from Column
Financial, Inc. (together with its permitted successors and
assigns, “ Lender ”) in the maximum principal
amount of $820,000,000.00;
WHEREAS, as a condition to the
making of the Loan, Lender has required that Guarantor, which holds
an indirect ownership interest in Borrower, execute and deliver
that certain Guaranty Agreement (the “ Guaranty
”), dated as of the date hereof, by Guarantor in favor of
Lender pursuant to which Guarantor guaranties payment of certain
Guaranteed Obligations (as defined in the Recourse
Guaranty);
WHEREAS, as an inducement to
Guarantors to execute and deliver the Guaranty, Borrower as agreed
to pay certain fees to Guarantors.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Defined Terms
. Capitalized terms used but
not defined herein shall have the meanings given them in the Loan
Agreement as in effect on the date hereof.
2.
Guaranty Fee
. Borrower hereby agrees to
pay to Guarantor an annual fee (the “ Guaranty Fee
”) in the aggregate amount of $1,500,000.00, to be paid in
arrears in equal quarterly installments until such time as the
Guaranty is terminated by its terms. The Guaranty Fee shall
be prorated on a per diem basis for any partial quarter during the
term of this Agreement.
3.
Deferral of Payment
. Borrower and Guarantor agree
that until the Debt is repaid in full, except as provided in the
two immediately succeeding sentences, the payment of the Guaranty
Fee sha
