TERMINATION AGREEMENT
Exhibit 19
THIS TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of August 11, 2008, by and among NorthStar Capital Investment Corp. (“NCIC”), NCIC MHG Subsidiary LLC (“NCIC MHG Subsidiary”), NorthStar Partnership, L.P. (“NorthStar LP”), Mr. W. Xxxxxx Xxxxxxx and Xx. Xxxxx X. Xxxxxxxx (each of Messrs. Xxxxxxx and Xxxxxxxx, NCIC, NCIC MHG Subsidiary and Northstar LP, a “Reporting Person,” and collectively, the “Reporting Persons”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Statement of Beneficial Ownership on Schedule 13D with respect to the shares of common stock of Morgans Hotel Group Co. originally filed by the Reporting Persons with the Securities and Exchange Commission on February 27, 2006 (as amended, the “Schedule 13D”).
1. Termination of Joint Filing Agreement. Each party to the Joint Filing Agreement, individually, hereby agrees to terminate the Joint Filing Agreement, effective immediately following the filing of Amendment No. 7 to the Schedule 13D reporting such termination, and confirms that, immediately following the filing of Amendment No. 7 to the Schedule 13D, the Joint Filing Agreement shall terminate and cease to be of further effect.
2. Counterparts. This Termination Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
[signature page follows]
NORTHSTAR CAPITAL INVESTMENT CORP. |
By: /s/ Xxxxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx |
Title: President |
|
NCIC MHG SUBSIDIARY LLC |
By: NorthStar Capital Investment Corp., |
Its Managing Member |
By: /s/ Xxxxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx |
Title: President |
|
NORTHSTAR PARTNERSHIP, L.P. |
By: NorthStar Capital Investment Corp., |
Its General Partner |
By: /s/ Xxxxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx |
Title: President |
|
/s/ W. Xxxxxx Xxxxxxx |
W. Xxxxxx Xxxxxxx |
|
/s/ Xxxxx X. Xxxxxxxx |
Xxxxx X. Xxxxxxxx |
[Signature Page to the Termination Agreement of the Joint Filing Agreement]