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”).
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
MEZZANINE A LOAN AGREEMENT Dated as of February 6, 2014 Among HUDSON DELANO SENIOR MEZZ LLC, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as LenderMezzanine a Loan Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS MEZZANINE A LOAN AGREEMENT, dated as of February 6, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Citi”) and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036 (together with its successors and/or assigns, “BOA” and together with Citi and their respective successors and/or assigns, “Lender”) and HUDSON DELANO SENIOR MEZZ LLC, a Delaware limited liability company, having its principal place of business at c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018 together with its successors and/or assigns, “Borrower”).
MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 13th, 2014 • 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 2007 Omnibus Incentive Plan (the “Plan”).
MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • Delaware
Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • New York
This Note Repurchase Agreement (this “Agreement”) is entered into as of February 28, 2014 by and among Morgans Hotel Group Co., a Delaware corporation (the “Company”), and each of the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”).
MEZZANINE B LOAN AGREEMENT Dated as of February 6, 2014 Among HUDSON DELANO JUNIOR MEZZ LLC, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as LenderMezzanine B Loan Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS MEZZANINE B LOAN AGREEMENT, dated as of February 6, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Citi”) and BANK OF AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036 (together with its successors and/or assigns, “BOA” and together with Citi and their respective successors and/or assigns, “Lender”) and HUDSON DELANO JUNIOR MEZZ LLC, a Delaware limited liability company, having its principal place of business at c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018 together with its successors and/or assigns, “Borrower”).
MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • Delaware
Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
MORGAN HOTELS GROUP CO.Incentive Stock Option Agreement • March 13th, 2014 • 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 2007 Omnibus Incentive Plan (the “Plan”).
