BEACH HOTEL ASSOCIATES LLC, as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILINGMorgans Hotel Group Co. • December 7th, 2005 • Hotels & motels • New York
LOAN AND SECURITY AGREEMENT (Senior Mezzanine Loan)Loan and Security Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
and all other organizational documents of Owner (collectively, the “Owner Organizational Documents”), or any other agreement or instrument relating to the Pledged Interests, including, without limitation, (i) all rights of Borrower to receive moneys due and to become due under or pursuant to Owner Organizational Documents, (ii) all rights of Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to Owner Organizational Documents, (iii) all claims of Borrower for damages arising out of or for breach of or default under Owner Organizational Documents, and (iv) any right of Borrower to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (i) all Proceeds.
SERVICES AGREEMENTServices Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
SERVICES AGREEMENT (this “Agreement”), dated as of June 24, 2005 (the “Effective Date”), by and between Morgans Hotel Group LLC, a Delaware limited liability company (the “Company”) and Ian Schrager (“Consultant”).
HUDSON LEASECO LLC A NEW YORK LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF AUGUST 28, 2000Operating Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels
THIS OPERATING AGREEMENT OF HUDSON LEASECO LLC (this “Agreement”) is made as of this 28th day of August, 2000, by and between HUDSON MANAGING MEMBER LLC, a Delaware limited liability company (“HMM”), as Managing Member, and CHEVRON TCI, INC., a California corporation (“Chevron”), as Investor Member.
LEASE Between HENRY HUDSON HOLDINGS LLC, a Delaware limited liability company, Landlord, and HUDSON LEASECO LLC, a New York limited liability company, Tenant. Dated: August 28, 2000Lease • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels
THIS LEASE is made and entered into as of the 28th day of August, 2000, by and between HENRY HUDSON HOLDINGS LLC, a New York limited liability company (hereinafter referred to as “Landlord”), and HUDSON LEASECO LLC, a New York limited liability company (hereinafter referred to as “Tenant”).
FORMATION AND STRUCTURING AGREEMENTFormation and Structuring Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS FORMATION AND STRUCTURING AGREEMENT (the “Agreement”) is made as of October 25, 2005, by and among Morgans Group LLC, a Delaware limited liability company (“Morgans Group LLC”), Morgans Hotel Group LLC, a Delaware limited liability company (“Morgans Hotel Group LLC”), NorthStar Hospitality LLC, a Delaware limited liability company (“NorthStar Hospitality”), NorthStar Partnership, L.P., a Delaware limited partnership (“NorthStar LP” and, together with NorthStar Hospitality, “NorthStar”), RSA Associates, L.P., a Delaware limited partnership (“RSA Associates”), Michael Overington (“Overington”), and Anda Andrei (“Andrei”) (Morgans Hotel Group LLC, NorthStar, RSA Associates, Overington and Andrei, each, an “Interested Party” and collectively, the “Interested Parties”).
£107,456,000 FACILITY AGREEMENTAgreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • London
RESTATED JOINT VENTURE AGREEMENT RELATING TOJoint Venture Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • England and Wales
MORGANS HOLDINGS LLC and ROYALTON LLC and HENRY HUDSON HOLDINGS LLC, collectively, as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION as Lender AGREEMENT OF CONSOLIDATION AND MODIFICATION OF MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND...Agreement of Consolidation and Modification • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
The Store Unit Lease was amended pursuant to that certain Amendment of Lease, dated as of September 30, 1999 (the “September Amendment”) by and between Store Unit Lessor and Hudson Tenant, as further amended pursuant to that certain Amendment of Lease, dated as of August 13, 2004 (the “2004 Amendment”), by and between Store Unit Lessor and Hudson Tenant.
LOAN AND SECURITY AGREEMENT (Junior Mezzanine Loan)Loan and Security Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of June, 2005, between MMRDH JUNIOR MEZZ HOLDING COMPANY LLC, a Delaware limited liability company, having an address at c/o Morgans Hotel 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”).
CONSULTING AGREEMENTConsulting Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
WHEREAS, the business affairs of the Company are conducted pursuant to that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof (the “Company Operating Agreement”);
JOINT VENTURE AGREEMENT BETWEEN IAN SCHRAGER HOTELS LLC AND CHODOROW VENTURES LLC EFFECTIVE AS OF SEPTEMBER 7, 1999Joint Venture Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
This JOINT VENTURE AGREEMENT (this “Agreement”) is effective as of September 7, 1999 by and between Ian Schrager Hotels LLC, a New York limited liability company (“Venturer A”) and Chodorow Ventures LLC, a Delaware limited liability company (“Venturer B”).
DATED 31 January 1997Authorised Guarantee Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels
GROUND LEASE BY AND BETWEENGround Lease • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • California
THIS GROUND LEASE (“Lease”) is made and entered into as of October 14, 2004 (the “Effective Date”), by and between GEARY HOTEL HOLDINGS, LLC, a Delaware limited liability company (“Lessor”), and CLIFT HOLDINGS, LLC, a Delaware limited liability company (“Lessee”).
