Amendment No. 2 to the Amended and Restated Stockholder Protection Rights AgreementStockholder Protection Rights Agreement • April 22nd, 2010 • Morgans Hotel Group Co. • Hotels & motels • New York
This Amendment No. 2, dated as of April 21, 2010 (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.
WAIVER AGREEMENTWaiver Agreement • April 22nd, 2010 • Morgans Hotel Group Co. • Hotels & motels • New York
WAIVER AGREEMENT (this “Agreement”), dated as of April 21, 2010, is made 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”).
