‘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
MeManagement 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
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Ave