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 4 Grove Isle Drive,
Miami, Coconut Grove, Florida, 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.
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 otherwi
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