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
DATED MAY 11, 2006, BY AND BETWEENPurchase and Sale Agreement • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Nevada
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 -------------------------------------...Credit Facility Agreement • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 11, 2006Merger Agreement • May 17th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Nevada
JUNIOR SUBORDINATED INDENTURE between MORGANS HOTEL GROUP CO. MORGANS GROUP LLC and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeJunior Subordinated Indenture • August 11th, 2006 • Morgans Hotel Group Co. • 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”).
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.
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
Registration Rights Agreement Dated as of October 17, 2007 between Morgans Hotel Group Co., and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration 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).
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 2014Indenture • 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”).
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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.
LOAN AND SECURITY AGREEMENTLoan 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”).
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 FILINGMortgage, Security Agreement, Assignment of Rents and Fixture Filing • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN)Limited Recourse Guaranty • March 13th, 2014 • Morgans Hotel Group Co. • 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”).
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,...Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • California
LOAN AGREEMENT Dated as of May 19, 2006 BetweenLoan 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”).
ContractVoting 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).
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 LenderLoan 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGANS GROUP LLCLimited 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;
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”).
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”).
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 AgentStockholder 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).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGANS GROUP LLCLimited 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;
MODIFICATION TO PROMISSORY NOTE A-2Modification to Promissory Note • March 16th, 2011 • Morgans Hotel Group Co. • 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.
LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO.Ltip Unit 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
MORGAN HOTELS GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive 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”).
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 LenderFirst 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.
EMPLOYMENT AGREEMENT FOR YOAV GERY AMENDMENT NO. 1Employment 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”).
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 LenderThird 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.
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 LenderMezzanine 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”).
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 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”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 11th, 2006 • Morgans Hotel Group Co. • Hotels & motels
SBEEG Holdings LLC Trousdale Acquisition Sub, Inc. Las Vegas, Nevada 89109 Ladies and Gentlemen:Equity Transfer 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
SECOND MEZZANINE CLOSING GUARANTY OF COMPLETIONGuaranty of Completion • March 17th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS SECOND MEZZANINE CLOSING GUARANTY OF COMPLETION (this “Guaranty”) is executed as of November 6, 2007, by MORGANS GROUP LLC, a Delaware limited liability company, having an address at 475 Tenth Avenue, New York, New York 10018, Attention: Marc Gordon, Chief Investment Officer (“Morgans Guarantor”), and by DLJ MB IV HRH, LLC, a Delaware limited liability company, having an address c/o DLJ Merchant Banking Partners, 11 Madison Avenue, New York, New York 10010, Attention: Ryan Sprott (“DLJ Guarantor”; and collectively with Morgans Guarantor, each individually, a “Guarantor”, and collectively, “Guarantors”), jointly and severally, for the benefit of 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”).
