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,...Morgans Hotel Group Co. • November 9th, 2010 • Hotels & motels • California
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”).
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 • November 9th, 2010 • 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”).
LIMITED GUARANTY OF LEASELimited Guaranty of Lease • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • California
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is dated the 17th day of September, 2010, and is made by and among HASINA, LLC, a California limited liability company, TARSTONE HOTELS, LLC, a Delaware limited liability company, KALPANA, LLC, a California limited liability company, RIGG HOTEL, LLC, a California limited liability company, and JRIA, LLC, a Delaware limited liability company (collectively, “Lessors”), TARSADIA HOTELS, a California corporation (Tarsadia”), CLIFT HOLDINGS, LLC, a Delaware limited liability company (“Lessee”), 495 GEARY, LLC, a Delaware limited liability company (“495 Geary”), and MORGANS HOTEL GROUP CO., a Delaware corporation (“Morgans”).
FIFTH AMENDMENT TO CREDIT AGREEMENT; AND WAIVER AGREEMENTLimited Liability Company Agreement • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • Delaware
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT; AND WAIVER AGREEMENT (this “Agreement”) dated as of August 5, 2009 is entered into by and among MORGANS GROUP LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), BEACH HOTEL ASSOCIATES LLC, a limited liability company formed under the laws of the State of Delaware (the “Florida Borrower”), MORGANS HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “NY Morgans Borrower”), ROYALTON LLC, a limited liability company formed under the laws of the State of Delaware (the “NY Royalton Borrower”, and together with the Borrower, the Florida Borrower and the NY Morgans Borrower, the “Borrowers”), and MORGANS HOTEL GROUP CO., a corporation formed under the laws of the State of Delaware (“Holdings”, and together with the Borrowers and the Guarantors that are parties hereto, the “Loan Parties” and individually a “Loan Party”); each of the Lenders party hereto; and WACHOVI
AMENDMENT NUMBER ONE TO GROUND LEASEGround Lease • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • California
THIS GROUND LEASE (“Lease”) is made and entered into as of October 14, 2004 (the “Effective Date”), by and between GEARY HOTEL HOLDINGS, LLC, a Delaware limited liability company (“Lessor”), and CLIFT HOLDINGS, LLC, a Delaware limited liability company (“Lessee”).
WAIVER AGREEMENTWaiver Agreement • November 9th, 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”).
CREDIT AGREEMENT Dated as of October 6, 2006 as Amended as of August 5, 2009 by and among MORGANS GROUP LLC, as Borrower, BEACH HOTEL ASSOCIATES LLC, as Florida Borrower, MORGANS HOLDINGS LLC, as NY Morgans Borrower, ROYALTON LLC, as NY Royalton...Security Agreement • November 9th, 2010 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of October 6, 2006 by and among MORGANS GROUP LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), BEACH HOTEL ASSOCIATES LLC, a limited liability company formed under the laws of the State of Delaware (the “Florida Borrower”), MORGANS HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “NY Morgans Borrower”), ROYALTON LLC, a limited liability company formed under the laws of the State of Delaware (the “NY Royalton Borrower”), MORGANS HOTEL GROUP CO., a corporation formed under the laws of the State of Delaware (“Holdings”), WACHOVIA CAPITAL MARKETS, LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Runners (the “Arrangers”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent (the “Syndication Agent”), and each of the financial institutions initially a signatory hereto togethe
REAL ESTATE FUND FORMATION AGREEMENTReal Estate Fund Formation Agreement • November 9th, 2010 • 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:
