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”).
Confirmation of OTC Convertible Note HedgeConfirmation of Otc Convertible Note Hedge • October 17th, 2007 • Morgans Hotel Group Co. • Hotels & motels • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency – Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: October 17, 2007 To: Morgans Hotel Group Co. (“Counterparty”) Attention: Telephone No.: Facsimile No.: From: Citibank, N.A. (“Dealer”)Confirmation of Otc Warrant Transaction • October 17th, 2007 • Morgans Hotel Group Co. • Hotels & motels
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty and Dealer on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates, and supercedes in its entirety the Confirmation in respect of the Transactions dated as of October 11, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
