AES HOLDING, LLC 390 Park Avenue, 3"I Floor New York, New York 10022 July 7th, 2010 Ms. Jennie Saunders The Core Club 55th Street LLC (d/b/a The Core Club) TCC International LLC (d/b/a The Core Club) The Core Group Management LLC TCC 55 LLC The Core Club IP, LLC do The Core Club 66 East 55th Street New York, New York 10022 Re: Loan by AES Holding. LLC to The Core Club 55th Street LLC Reference is made to the Loan and Loan Documents described on Schedule 1 hereto. Capitalized terms used, but not otherwise defined herein or in Schedule 1, shall have the respective meanings ascribed to such terms in the Loan Documents. Reference is also made to that certain letter dated July 1st, 2010 (the "Core Club Parties' Estoppel Letter") from The Core Club 55th Street LLC d/b/a The Core Club ("Core Club"), TCC International LLC ("TCC"), The Core Group Management LLC ("TCGM"), TCC 55 LLC ("TCC 55"), The Core Club IP, LLC ("Core Club IP"), and Jennie Saunders ("Saunders"; together with the Core Club, TCC, TCGM, TCC 55 and Core Club IP, collectively being the "Core Club Parties" and each a "Core Club Party"), to R&F 55th Street Retail LLC, RFD 55th Street LLC, AES Holding, LLC, RFD Steam LLC and RFR Holding, LLC (collectively, the "RFR Parties"), in which letter the Core Club Parties made certain certifications, representations and warranties to the RFR Parties to induce the RFR Parties to consider whether to enter into and/or continue discussions with the Core Club Parties regarding certain defaults under the Lease, the Loan and the Loan Documents (each as defined in the Core Club Parties' Estoppel Letter). Reference is further made to that certain letter dated July 1st, 2010 (the "Tenant Estoppel Letter") from the Core Club to R&F 55th Street Retail LLC and R&D 55 Street LLC, in which letter the Core Club made certain certifications, representations and warranties to R&F 55th Street Retail LLC and R&D 55th Street LLC to induce them to consider whet