You are on page 1of 17
‘TRUMP ACQUISITION, LLC ‘728 Fitth Avenue, 26° Floor ‘Yorl, NY 10032 october ZB, 2015 LC. Expect Investment Company ga Land Business Center B3 [New Riga Highway, Krasnogorslyy Moseow, Russia, 143421 ‘Attention: Andrey Rozov Re: Proposed developitent of a first class, hexuy, mixed use 10 be knows as Trump ‘Moscow (or such other nane os mutually agreed upon by the Parties), and located In Moscow City (the "Project”) Dear Andrey: ‘This letter of Intent ({his “LOP) sete forth a summary of some of the basic terms of a license agreement (the “License Agreement”) to be entered into by Trump Acquisition, LLC andlor one or more of its afiliates, as licensor (“Licensor”), and LC. Expert Investment Company and/or one or more of its afiliaes, a licensee (“Licensee”), with respect to tho Project (Licensor end Licensee, collectively, the “Barties") and in accordance with Licensor’s curent form of license agreement. This LOT is only intended to Tecilitate further discussions between the Parties and solely sepresents the Parties’ ‘current intention to negotiate for and attempt to ener into a mtually acceptable agreement covering all aspects of the transcetion, subject, however, 10 the terms and, conditions hereafter provided. A genceal outline ofthe proposed transaction i, as follows: Licensor: ‘Trump Acquistion, LLC and/or one or more of its affiliates Licensee: LC. Expert Investment Company and/or one or mare of its affilietes Property: Real property to be acquired by Licensee and to be known as Trump ‘Moscow (or such other name as mutually agreed upon by the Parties) and located in Moscow City, as mutually agreed upon by the Peries (Ghe “Property” Licensed Mark: Licensor will grant to Licensee @ non-exclusive right to use one or more derivatives of the “Trump” namue to be agreed upon by the Partiea (ihe “Licensed Marks”), for the purpose of identifying, promoting and markoting the Property and each and every amenity ‘and component to be located theteon (each a “Development Component”), subject to the terms of the License Agreement orm: ‘The term ofthe License Agreement shell commence on the date ofthe License Agreement and end on the date the License Agzeersent shall ‘enminate pursusat to its terms or by operation of Tew. Arh: Development Components: Development ‘Standards: Operating Standards: Review of Plans: In addition to certain other related emenities, components and ‘llities ag the Parties shall mutually agree upon ffom time to time, the Property shall contain and consist of the following Development Components: Development Component ‘Deseription/Requirements Residential Approximately 250 first clas, Iuxury Comporent residertial condoms Hotel One first olsss, luxury hotel Component consisting of approximately 15 floors end containing not fewer than 150 hotel rooms. Reoreational One first class, Inxuy spaffitness Component center with related amenities. ‘Commercial A commercial component consistent Component ‘with the overall uxury level of the Property. Office Component ‘An office component consistent with Cass A Tuxury offoe properties. Parking ‘A parking component conalstent with Component the overall luxury ofthe Property. Licenses will design, develop, construct, equia end fuunish the Property, Inchuding’ without’ Timitation, each Development ‘Component, in accordance with Licensor’s Development Standards, ‘whieh have been provided to Licensee under separate cover and will ‘be contained in the License Agreement. Licensee will, at all times, operate and maintain the Propesty and each Dovelopmect Component and ensure that all users maintain those standards of ownership, operetion and maintenance set forth in Licensor’s Operating Standards, which have been provided to Licensee undsr separate cover and will be contuined in the License “Agreement, In corinection with the Property and esch Development Component. Licensee shell deliver to Licensor cll plans and specifications, rendetings, a proposed construction budget and other explanztory ‘materials a9 Licensor shall reasonably require to convey the design of the Property (collectively, the “Plans"), All Plans shall be subject to Licensce's prior review and approval, which approval shall not be unreasonably withheld or delayed provided thet the Plans comply ‘wht Licensor's Development Standards and Operating Standards, where applicable. Each architect, designer, engineer, landscape 2 Me Management of the Property: License Fees: Termination Rights/Cross- Terminations Licensee Transfer Rights: designer and consultant retained by Licensee in connection with the design, construction and development of the Property shall be subject to Licensor’s prior witten approval (not to be unreasonably withheld or delayed), Licensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to maslet and promote the Property and the Development Components as well as approval over all advertising materials and sales and marketing campaigns. Licensee shell exeoute a Hoiel Management Agreement with an affiliete of Licensor for the operation ofthe Hotel in aosgrdanee with ‘the terms set forth in Schedule 1 hereto and pursuant to Licensor's or ta aflliate's customary form of hotel manegement agreement. Lisensee shall also execute a Residents] Management Agreement at Licensor’s option, for the management of the Residential Condominium by an ailliets of Licensor, on terms which shall be compatitive with thoes terms offered by an experienced manager of branded lurwy realestate comparable 70 the Residential Condominium, as determined by Licensor in its reasonable disction Inthe event Licensor shall elect in its sole discretion not to manage the Residential Condominium, the compeny selected by Licensee t ‘manage the Residential Condominium, and eny agreement relating thereto, and the terms thereof, shall be subject to Licensor's priot ‘waitten approval (pot to be unreasonably withheld or delayed). In this case, Licensor shall have the right to supervise the operations and management of the Residential Condominium by the selected manager to ensure compliance with the Operating Standards, md Licensor sill bo entitled to reimbursement of Licensor’s costs and expouses for such supervision (the “Supervisory Fee”), which Supervisory Fee Licensor shelt be entitled to collect from all residential condominium unit owners of the Property parsuant 9 an applicable provision to bo included in the Condominium Documents (es defined in the License Agreement) Licensee shell pay to Licensor certain ron-refundable license fees as sot forth on Seiedule2 attached hereto, ‘The Patties shall negotiate applicable termination rights giving Licensor certain rights to terminate the License Agreoment in certain nts, including, wlthout limitation, in the event of a default by Licensee or its affiliate under, ot a termination of, the Hotel ‘Management Agreement of the Residential Managertent Agreement, Except for sales of individual condominium unlis st che Property in the ordinary course of Licensee's business and in eeeordance with the terms of the License Agreement and certain limited circumstances to be artloulated in dotall in the License Agreement, Licensee shall be 3 Ave