The URL can be used to link to this page

Home My WebLink AboutLetter from Miami Beach Marina to Majesty Enterprises of Fla (. ,(. oor- 2-5- <{O y- ~ 3 miAmi 'DEACH .mARlNA April 16,2003 VIA HAND DELIVERY . Arkady Vaygensberg, Manager . Majesty Enterprlses of Florida, LLC . 1290 Fifth Street Miami Beach, Florida 33139 Re: Marina Lease. dated J"anuary 31, 2002, betw.een MiamiBea~h. Marina Associates, Ltd~ ('~Landlord'~) and Majesty Enterprises of Florida, LLG ("Tenant") . Dear Arkady: The Landlord has agreed to collSent. to your:r~quest to . replac~. the "Majesti', as. the . , ' "Vessel" defined in Article I of the Lease; with theMN IIMax I'~ Offici::d Number 634676, US Coast Guard Registration' ("Max Ill) provideq .the Tenant' complies' with the following two requirement: .-':i~' 1. The Owner of Max. I,.J.vIL~ C~ses, Inc., must provide 'the Landlord with a niortgage secUring $500,000 of the. Tenant's ,obligations :under the Lease, plus any coststo collect: said Sunl (the "Mortgage")asadditi6:i1.al security for' th~ Tenant's obligations 'under the L~ase, Landlord aclmowledges,iliat the Mortgage will be .inferior to .a first preferred ship's mortgage in favor of RCI-Dinner' Key; ,Inc. 'which' mortgage "secures a princip81 indebtedD.ess of $2,000,000.00 (the "First Mortgage")., In the event the First'Mortgage is satisfied, Landlord will consent to subordinate its interestinthe Second Mortgage in and to a repll:icementfu~t mortgage .' holder provided that: (i) the replacement first mortgag~ is limited to th,e niaximtnn'liability of $2,'000,000.00, (ii) ilie replacement first mortgage is not owned or controlled by an affiliate of MIA Cruises, Inc., (lii) the terms and conditions of the replacement first mortgage loan are . sub~tantially similar to the teni1saild' conditions to the' existing first mortgage loan iri favorofq ReI-Dinner Key, Inc. or otherwise acceptable to the Landlord in its sole and absolute discretion; .' (iv) the condition of Max I' is in at least substantially the same coU:dition as it is in qn the date hereof, subject to ordinary wear and tear,' and (v) MLACruises,Inc, is not otherwise in default.' under the Mortgage at the time of the subordination. . Iilthe alternative,' Landlord will release' the . Mortgage it Tenant provides it with: (i) a Standby Letter of Credit in the amount of $500,000:00" (the issuing banle, place of p,esen1ment and the form' and content of the letter of .credit inust be acceptable to Landlord, in its .sole and absolute discretion) or,:(ii) $500,000.00 as an additional . cash security deposit under the Lease. \74'183\18721\# 620141 v I 4J18/03 11:46 AM . . .. 300 Alton Road, Suite 303, Miami Beach, Florida 33139. (305) 672-5588 . FAX (305) ,673-5995 ) April 16, 2003 Page -2- 2. T errant must agree to add to the Lease as an additional remedy in favor of Landlord under Article 20 that in the event that Tenant is in default under the Lease after the expiration of any apppcable grace or cure periods the Landlord may complete the Effective Date (with a current date) and deliver the Assignment of Lease (previously executed by the Tenant, in the form attached hereto as Exhibit IIAII) to the Assignee, as one of Landlord's remedies, (but not its sole and exclusive remedy) for a default by Tenant under the Lease. Please acknowledge your agreement and consent to the foregoing by having a duly authorized officer or manager of Tenant execute a counterpart of tbis letter where indicated below_ Should you have any questi"ons please do not hesitate to contact me. Very truly yours, . :MIAMI BEACH MARINA ASSOCIATES, LTD. By: SoBe Marilla, Inc., it general partner By' RWC:SMA:1r c: David Goldstein, Esq. Suzanne M. Amaducci, Esq. ~~;~yTgF ~~~~~~D AS OF TffiS MAJESTY ENTERPRISES OF FLORIDA, LLC, a Florida limited liability company By: Name: Title: \74183\18721\# 620141 v I 4/18/03 11 :46 AM ASSIGNMENT OF LEASE FOR A.t1\,ffi IN CONSIDERATION of Ten Dollars ($10.00) in hand paid, Majesty Enterprises of . Florida, LLC, a Florida limited liability company ("Majesty") as Tenant under that certain Marina Lease between Miami Beach Marina Associates, Ltd. C'LandJord") as Landlord, and Majesty, as Tenant dated JallUaty 31, 2002, as supplemented by that certain letter agreement dated as of Apri122, 2003 and any other amendments, modification and ohanges thereto (Collectively, the "Lease") hereby assigns the Lease to Miami Beach Marina Associates, Ltd. (the "Assignee "). A true and correct copy of the Lease iEi attached hereto as Exhibit IIAII. Majesty hereby represents and warrants that it has full authority to execute and deliver this Assignmei1t of Lease, that this Assignment of Lease is being executed as of April 22, 2003 with the express intention that it is not to be effective until the Effective Date (defined below), and that Majesty does not have the authority to nor will it revoke this Assigmnentpliorto the Effective Date. Assignee hereby assumes the obligations of Majesty Ul1der fue Lease arising fTOm and after the Effective Date. The parties expressly acmowledge that the interest of Landlord and the Assignee under the Lease shall not merge due to the fact that the Landlord and Assignee are the same entity. ill order for the Assigl1ee1s rights as tenant to merge into the Landlord's rights as Landlord, the Assignee and Landlord must execute a written acknowledgment of said merger. Majesty hereby agrees to indemnify and hold harmless Assignee from and against any and all obligations and liabilities of tenant under the Lease arising prior to the Effective Date. TIlis Assignment of Lease is effective ~s ofthe _ day of 20_ (the "Effective Date"). MIAMI BEACH MARINA ASSOCIATES, LTD. By: ~)( (-f l t8 r T f4 / {? A'~A(j- (6( JODJ J-E7T~1( rJ~'r/AJEFtJ M~f1( Brit fIff 111114,:3-' IN tF -4 ~ :: (~J ~ ~'rj ,E."lIJliEfJ..{lRlt;f-:7 v'- /,L 620] 18v2 STATE OF FLORIDA ) COUNTYOFMIAMI-DADE ) The foregoing instJument was acknowledged before me thi~ \ g;t day of April, 2003, by Arkady Vaygensberg as the Vice President ofMajesty Enterprises of Florida, LLC, on behalf of said company. He is personally known to me or has produced a State of . driver's license as identification. Sign Name ~J ~ Piint Name: , M; y107m}m 10'ss~on Expires: '. NOTARY PUBLIC ()!..,f . p Serial No. (none, ifblank): D P 0 '2~ fo€B ~,"ff'''I, [NOTARfD' ] Rhoda Rubln S*i :~ MY COMMISSION "# D0089668 EXPIRES ~. .~:: February 17, 2006 "'~iir:,~~' aONOEO 7HRU ~y FAIN lNSUR"'NC~ INC STATE OF FLORIDA ) COUNTY OF MIAMI- DADE ) . The foregoing instrument was acknowledged before me th.is~ 1 st day of tlhJu.J.... 2003, by Robert W. Christoph, as President of So Be Marina, Inc., the general partner of MIAMI ltEACH MARINA ASSOCIATES, LTD.; Qn behalf of said corporation and limited partnership. He is personally known to m~ or has produced a State of . driver's license as identification. My Commission Expires: ;..fl1/ Db SignNa~e: ~ ~ Print Name: . ~bk R.(J8! rJ NOTARY PUBLIC Serial No. (none, ifblank): ..J2..DQ gt:.j foe~ [NOTARY SEAL] ~".... ~,~. ~ ""'-. . . Rhoda Rubin . [*r ~4 MY COMMISSION # DOO8968B EXPIRES ~. /il February 17, 2006 ~,.i;; ...~" 1l0NDEO 7H~U TROYFAlN INSlJRAW'< /NC ""I\,l -. 620 118v2 2