REGISTRATION RIGHTS AGREEMENT by and between MORGANS HOTEL GROUP CO. and YUCAIPA AMERICAN ALLIANCE FUND II, L.P., YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P., and YUCAIPA AMERICAN ALLIANCE FUND II, LLC Dated as of October 15, 2009Registration Rights Agreement • October 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 15, 2009, by and between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II-P” together with YAAF II, the “Investors”) and Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“Yucaipa Manager” and, together with the Investors, the “Securityholders”).
Amendment No. 1 to the Amended and Restated Stockholder Protection Rights AgreementStockholder Protection Rights Agreement • October 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
This Amendment No. 1, dated as of October 15, 2009 (this “Amendment”), to the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 (the “Rights Agreement”), between the Morgans Hotel Group Co. (the “Company”) and Mellon Investors Services LLC, as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.
REAL ESTATE FUND FORMATION AGREEMENTReal Estate Fund Formation Agreement • October 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
This Real Estate Fund Formation Agreement (this “Agreement”), dated as of October 15, 2009, is entered into by and between Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“Yucaipa”), and Morgans Hotel Group Co., a Delaware corporation (“MHG”). In consideration of the promises and representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
SECURITIES PURCHASE AGREEMENT By and Among MORGANS HOTEL GROUP CO. and YUCAIPA AMERICAN ALLIANCE FUND II, L.P., and YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P., Dated as of October 15, 2009Securities Purchase Agreement • October 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
SECURITIES PURCHASE AGREEMENT, dated as of October 15, 2009 (the “Agreement”), by and among MORGANS HOTEL GROUP CO., a Delaware corporation (the “Company”), and YUCAIPA AMERICAN ALLIANCE FUND II, L.P., a Delaware limited partnership (“YAAF II”), and YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P., a Delaware limited partnership (“YAAF II-P” and together with YAAF II, the “Investors”).
