Morgans Hotel Group Co. Sample Contracts

EXHIBIT 10.4 FIRST AMENDMENT TO MORGANS LAS VEGAS, LLC LIMITED LIABILITY COMPANY AGREEMENT THIS FIRST AMENDMENT ("Amendment") made effective as of the 15th day of May, 2006 ("Effective Date"), by and between MORGANS/LV INVESTMENT LLC, a Delaware...
Limited Liability Company Agreement • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Delaware
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DATED MAY 11, 2006, BY AND BETWEEN
Purchase and Sale Agreement • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Nevada
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EXHIBIT 10.6 COLUMN FINANCIAL, INC. Eleven Madison Avenue New York, New York 10010 May 11, 2006 Morgans Hotel Group Co. 475 10th Ave. New York, NY 10018 Attention: Ed Scheetz Re: US$700,000,000.00 Credit Facility -------------------------------------...
Morgans Hotel Group Co. • May 17th, 2006 • Hotels & motels • New York
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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 11, 2006
Agreement and Plan of Merger • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Nevada
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AMENDED AND RESTATED TRUST AGREEMENT among MORGANS GROUP LLC, AS DEPOSITOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE CHASE BANK USA, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN, AS...
Trust Agreement • August 11th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 4, 2006, among (i) Morgans Group LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Edward Scheetz, an individual, Richard Szymanski, an individual and Marc S. Gordon, an individual, each of whose address is c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, NY 10018, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

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JUNIOR SUBORDINATED INDENTURE between MORGANS HOTEL GROUP CO. MORGANS GROUP LLC and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
Morgans Hotel Group Co. • August 11th, 2006 • Hotels & motels • New York

JUNIOR SUBORDINATED INDENTURE, dated as of August 4, 2006, between MORGANS HOTEL GROUP CO., a Delaware corporation (the “Guarantor”), MORGANS GROUP LLC, a Delaware limited liability company (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).

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CREDIT AGREEMENT Dated as of October 6, 2006 by and among MORGANS GROUP LLC,
Credit Agreement • October 13th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
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Registration Rights Agreement Dated as of October 17, 2007 between Morgans Hotel Group Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
Registration Rights Agreement • October 17th, 2007 • Morgans Hotel Group Co. • Hotels & motels • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 17th day of October, 2007, between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of the Initial Purchasers (as defined below).

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CREDIT AGREEMENT dated as of February 17, 2006, among MORGANS HOTEL GROUP CO., MORGANS GROUP LLC, as Borrower, The Lenders Party Hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC. and MERRILL LYNCH,...
Credit Agreement • March 31st, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York

CREDIT AGREEMENT dated as of February 17, 2006 (this “Agreement”), among Morgans Hotel Group Co., a Delaware corporation (“Holdings”), Morgans Group LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers.

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SPACE ABOVE LINE FOR RECORDER’S USE ONLY A.P.N. 5555-002-147 MONDRIAN HOLDINGS LLC, as Borrower to FIRST AMERICAN TITLE INSURANCE COMPANY, as Trustee for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender DEED OF TRUST, SECURITY AGREEMENT,...
Morgans Hotel Group Co. • November 9th, 2010 • Hotels & motels • California
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2016 • Morgans Hotel Group Co. • Hotels & motels • New York

This Employment Agreement (this “Agreement”), dated January 14, 2016 (the “Execution Date”), is entered into between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Josh Fluhr (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms have the meanings given to them in Section 29.

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MORGANS HOTEL GROUP CO. MORGANS GROUP LLC, as guarantor and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of October 17, 2007 2.375% Senior Subordinated Convertible Notes Due 2014
Indenture • October 17th, 2007 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS INDENTURE, dated as of October 17, 2007, is among Morgans Hotel Group Co., a corporation duly organized under the laws of the State of Delaware (the “Company”), Morgans Group LLC, as guarantor and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2006, between HENRY HUDSON SENIOR MEZZ LLC, a Delaware limited liability company, having an address at c/o Morgans Group LLC, 475 Tenth Avenue, New York, New York 10018 (“Borrower”) and WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (“Lender”).

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LOAN AGREEMENT Dated as of May 19, 2006 Between
Loan Agreement • May 25th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York

LOAN AGREEMENT dated as of May 19, 2006 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between MHG SCOTTSDALE HOLDINGS LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, “Lender”).

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Contract
Monroe Voting Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • Delaware

MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement (as defined below).

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LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN)
Morgans Hotel Group Co. • March 13th, 2014 • Hotels & motels

THIS LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN) (“Guaranty”) is made this 6th day of February, 2014, by MORGANS HOTEL GROUP CO., a Delaware corporation (the “Guarantor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citi”) and BANK OF AMERICA, N.A. (“BofA”, together with Citi and each of their respective successors, transferees and assigns, collectively, “Lender”).

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LOAN AGREEMENT Dated as of November 14, 2012 Between HENRY HUDSON HOLDINGS LLC, 58th STREET BAR COMPANY LLC, and HUDSON LEASECO LLC, collectively, as Borrower and UBS REAL ESTATE SECURITIES INC., as Lender
Loan Agreement • March 6th, 2013 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS LOAN AGREEMENT, dated as of November 14, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, collectively, “Lender”), and HENRY HUDSON HOLDINGS LLC, a Delaware limited liability company (“Owner”), 58th STREET BAR COMPANY LLC, a Delaware limited liability company (“Bar Lessee”), and HUDSON LEASECO LLC, a New York limited liability company (“Operating Lessee”; Operating Lessee, Bar Lessee and Owner, together with their respective permitted successors and assigns, collectively “Borrower”), each having an address at c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated on April 11, 2008, between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Marc Gordon (the “Executive”) shall become effective as of April 1, 2008 (the “Effective Date”), the original Employment Agreement having been dated as of February 14, 2006 between the Company and the Executive.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGANS GROUP LLC
Limited Liability Company Agreement • March 31st, 2006 • Morgans Hotel Group Co. • Hotels & motels • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 17, 2006 of Morgans Group LLC (the “Company”) is entered into by and among Morgans Hotel Group Co., as Managing Member (the “Managing Member”), and the Persons identified on the signature pages hereto (the “Non-Managing Members”), together with any other Persons who become Members (as defined herein) in the Company as provided herein;

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LOAN AND SECURITY AGREEMENT Dated as of August 12, 2011 by and among HENRY HUDSON HOLDINGS LLC, 58th STREET BAR COMPANY LLC, AND HUDSON LEASECO LLC, collectively, as Borrower, DEUTSCHE BANK TRUST COMPANY AMERICAS, and THE INSTITUTIONS FROM TIME TO...
Loan and Security Agreement • November 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS LOAN AND SECURITY AGREEMENT, dated as of August 12, 2011 (as Modified from time to time, this “Agreement”), by and among HENRY HUDSON HOLDINGS LLC, a Delaware limited liability company (“Owner”), 58th STREET BAR COMPANY LLC, a Delaware limited liability company (“Bar Lessee”), and HUDSON LEASECO LLC, a New York limited liability company (“Operating Lessee”; Operating Lessee, Bar Lessee and Owner, together with their respective successors and assigns, collectively “Borrower”), each having an address at c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018, THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO (together with their successors and assigns, collectively and severally, “Lenders”); and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for Lenders (in such capacity, together with its successors and assigns, “Administrative Agent”).

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AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 1, 2009 between MORGANS HOTEL GROUP CO. and MELLON INVESTOR SERVICES LLC, as Rights Agent
Stockholder Protection Rights Agreement • October 2nd, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York

AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 1, 2009, between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGANS GROUP LLC
Limited Liability Company Agreement • February 9th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February , 2006 of Morgans Group LLC (the “Company”) is entered into by and among Morgans Hotel Group Co., as Managing Member (the “Managing Member”), and the Persons identified on the signature pages hereto (the “Non-Managing Members”), together with any other Persons who become Members (as defined herein) in the Company as provided herein;

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MODIFICATION TO PROMISSORY NOTE A-2
Morgans Hotel Group Co. • March 16th, 2011 • Hotels & motels • New York

THIS MODIFICATION TO PROMISSORY NOTE A-2 (this “Agreement”) is executed as of September 30, 2010 (the “Execution Date”), but effective for all purposes as of July 11, 2010 (the “Effective Date”), by and between by and between HENRY HUDSON HOLDINGS LLC, a Delaware limited liability company (“Borrower”), whose address is c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018, and BANK OF AMERICA, NATIONAL ASSOCIATION, AS SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE FOR THE REGISTERED HOLDERS OF THE CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-FL3 (“Lender”), having a place of business at 540 West Madison Street, Mail Code IL4-540-18-04, Chicago, Illinois 60661.

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MORGAN HOTELS GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • Delaware

Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).

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FIRST MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING SENIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV SENIOR MEZZ, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as Lender
First Mezzanine Loan Agreement • March 17th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS FIRST MEZZANINE LOAN AGREEMENT, dated as of November 6, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), HRHH GAMING SENIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV SENIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”; and each of Gaming Borrower and JV Borrower, individually, a “Borrower”, and collectively, “Borrowers”), jointly and severally.

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EMPLOYMENT AGREEMENT (YOAV GERY)
Employment Agreement • May 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York

This EMPLOYMENT AGREEMENT (this “Agreement”), dated on March 20, 2011, between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Yoav Gery (the “Executive”) shall become effective as of March 23, 2011 (the “Effective Date”).

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EMPLOYMENT AGREEMENT FOR YOAV GERY AMENDMENT NO. 1
Employment Agreement • March 4th, 2013 • Morgans Hotel Group Co. • Hotels & motels

This Amendment No. 1 to the Employment Agreement for Yoav Gery (this “Amendment No. 1”), dated February 28, 2013, by and between Morgans Hotel Group Co., with a principal place of business at 475 Tenth Avenue, New York, NY 10018 (the “Company” or “Employer”) and Yoav Gery (“Executive”).

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THIRD MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING JUNIOR MEZZ TWO, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ TWO, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as Lender
Third Mezzanine Loan Agreement • March 17th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS THIRD MEZZANINE LOAN AGREEMENT, dated as of November 6, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), HRHH GAMING JUNIOR MEZZ TWO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV JUNIOR MEZZ TWO, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”; and each of Gaming Borrower and JV Borrower, individually, a “Borrower”, and collectively, “Borrowers”), jointly and severally.

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SECOND MEZZANINE LOAN AGREEMENT Dated as of November 6, 2007 among HRHH GAMING JUNIOR MEZZ, LLC, as Gaming Mezz Borrower, HRHH JV JUNIOR MEZZ, LLC, as JV Borrower, and COLUMN FINANCIAL, INC., as Lender
Second Mezzanine Loan Agreement • March 17th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS SECOND MEZZANINE LOAN AGREEMENT, dated as of November 6, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), HRHH GAMING JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Gaming Mezz Borrower”) and HRHH JV JUNIOR MEZZ, LLC, a Delaware limited liability company, having its principal place of business c/o Morgans Hotel Group Co., 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“JV Borrower”; and each of Gaming Borrower and JV Borrower, individually, a “Borrower”, and collectively, “Borrowers”), jointly and severally.

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MEZZANINE LOAN AGREEMENT Dated as of May 19, 2006 Between MONDRIAN SCOTTSDALE MEZZ HOLDING COMPANY LLC as Borrower And GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. as Lender
Mezzanine Loan Agreement • May 25th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York

MEZZANINE LOAN AGREEMENT dated as of May 19, 2006 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between MONDRIAN SCOTTSDALE MEZZ HOLDING COMPANY LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, “Lender”).

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SBEEG Holdings LLC Trousdale Acquisition Sub, Inc. Las Vegas, Nevada 89109 Ladies and Gentlemen:
Letter Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • Delaware

This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Monroe Series A Preferred Securities and the Monroe Warrants described in Section 1 below to a newly formed Delaware holding company (“New Holdco”) of SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”), in exchange for the equity of New Holdco, which after the Closing (as defined in the Merger Agreement (as defined below)) will either directly or indirectly wholly own Trousdale and wholly own Monroe (as defined below) and have no other assets or liabilities except for cash and as expressly set forth in the Debt Commitment Letter, in each case as described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger, dated as of the date hereof (as amended, modified or assigned with the prior written consent of the Eq

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LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO.
Vesting Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • New York

Pursuant to the Morgans Hotel Group Co. 2007 Omnibus Incentive Plan (the “Plan”) and the Limited Liability Company Agreement (the “LLC Agreement”) of Morgans Group LLC (the “LLC”), a Delaware limited liability company, Morgans Hotel Group Co. (the “Company”), a Delaware corporation and the managing member of the LLC, hereby grants to the Grantee named above an Other Stock-Based Award (as defined in the Plan, referred to herein as an “Award”) in the form of, and by causing the LLC to issue to the Grantee, the number of LTIP Units (as defined in the LLC Agreement) set forth above (the “Award LTIP Units”) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LLC Agreement. Upon the close of business on the Final Acceptance Date, if this LTIP Unit Vesting Agreement (this “Agreement”) is accepted, the Grantee shall receive the number of LTIP Units specified above, subj

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 25th, 2009 • Morgans Hotel Group Co. • Hotels & motels

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Morgans Hotel Group Co., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.

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REGISTRATION RIGHTS AGREEMENT by and between MORGANS HOTEL GROUP CO. and NORTHSTAR PARTNERSHIP, L.P.
Registration Rights Agreement • February 6th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February , 2006, by and between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and NorthStar Partnership, L.P., a Delaware limited partnership (the “Initial Securityholder”).

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AMENDED AND RESTATED LOAN AGREEMENT between 1100 West Properties, LLC, a Delaware limited liability company as Borrower The Lenders Party Hereto as Lenders and Eurohypo AG, New York Branch as Administrative Agent Date: As of November 25, 2008
Loan Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York

This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of November 25, 2008, among 1100 WEST PROPERTIES, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, a “Lender” and, collectively, the “Lenders”); and EUROHYPO AG, NEW YORK BRANCH (“Eurohypo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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