SECURITY AGREEMENTSecurity Agreement • August 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS SECURITY AGREEMENT is dated as of July 28, 2011 from Beach Hotel Associates LLC, a Delaware limited liability company (“Grantor”) to Deutsche Bank Trust Company Americas, in its capacity as Agent for itself, the Issuing Bank and for each of the Lenders from time to time party to that certain Credit Agreement (as hereinafter defined) (the “Secured Party”).
ROYALTON NEW YORK PURCHASE AND SALE AGREEMENT BETWEEN Royalton, LLC, a Delaware limited liability company, AS SELLER AND Royalton 44 Hotel, L.L.C. a Delaware limited liability company, AS PURCHASER As of April 3, 2011Purchase and Sale Agreement • August 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of April 3, 2011 (the “Effective Date”), by and among Royalton, LLC, a Delaware limited liability company (“Seller”), and Royalton 44 Hotel, L.L.C., a Delaware limited liability company (such entity or any assignee permitted under Section 11.3 below, “Purchaser”). Unless otherwise noted, all capitalized terms set forth in this Agreement shall have the meanings ascribed to them in Annex A attached hereto.
CREDIT AGREEMENT Dated as of July 28, 2011 by and among MORGANS GROUP LLC, as Borrower, BEACH HOTEL ASSOCIATES LLC, as Borrower, MORGANS HOTEL GROUP CO., as a Guarantor, DEUTSCHE BANK SECURITIES INC., as Sole Lead Arranger, DEUTSCHE BANK TRUST COMPANY...Security Agreement • August 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS CREDIT AGREEMENT (as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time, this “Agreement”) dated as of July 28, 2011 by and among MORGANS GROUP LLC, a limited liability company formed under the laws of the State of Delaware (the “MG Borrower”), BEACH HOTEL ASSOCIATES LLC, a limited liability company formed under the laws of the State of Delaware (the “Florida Borrower”), MORGANS HOTEL GROUP CO., a corporation formed under the laws of the State of Delaware (“Holdings”), DEUTSCHE BANK SECURITIES INC., as Sole Lead Arranger (the “Arranger”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Agent, and each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 13.5.(b).
GUARANTYGuaranty • August 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS GUARANTY dated as of July 28, 2011, (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of (a) DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Agent (the “Agent”) for itself, the Issuing Bank and each of the Lenders under that certain Credit Agreement dated as of July 28, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Morgans Group LLC (the “MG Borrower”), Beach Hotel Associates LLC (the “Florida Borrower”, and together with the MG Borrower, collectively, the “Borrowers”), Morgans Hotel Group Co., the lenders party thereto and their assignees under Section 13.5. thereof (the “Lenders”) and the Agent and (b) the Lenders.
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING from BEACH HOTEL ASSOCIATES LLC to DEUTSCHE BANK TRUST COMPANY AMERICAS (As Agent for the benefit of the Lenders, the Issuing Bank and for its own account, pursuant to the...Mortgage, Security Agreement • August 9th, 2011 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (this “Security Instrument”) is made and delivered as of July 28, 2011 by BEACH HOTEL ASSOCIATES LLC, a Delaware limited liability company (“Grantor”), having a mailing address of c/o Morgans Group LLC, 475 Tenth Avenue, New York, New York 10018, to DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Agent (together with its successors and assigns, “Agent” or “Mortgagee”) for itself, the Issuing Bank and for each of the Lenders from time to time party to that certain Credit Agreement (as hereinafter defined), Agent having as its address for personal delivery 60 Wall Street, New York, NY 10005.
