PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 11th, 2006 • Morgans Hotel Group Co. • Hotels & motels
LOAN AGREEMENT between 1100 West Properties, LLC, a Delaware limited liability company as Borrower The Lenders Party Hereto as Lenders and Eurohypo AG, New York Branch as Administrative Agent Date: As of August 8, 2006Loan Agreement • August 11th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
This Loan Agreement (this “Agreement”) is entered into as of August 8, 2006 among 1100 WEST PROPERTIES, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, a “Lender” and, collectively, the “Lenders”); and EUROHYPO AG, NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
OPERATING AGREEMENT OF 1100 WEST HOLDINGS, LLC Dated as of August , 2006Operating Agreement • August 11th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Florida
THIS OPERATING AGREEMENT of 1100 WEST HOLDINGS, LLC (the ”Company”) is made as of , 2006, by and between MONDRIAN MIAMI INVESTMENT LLC, a Delaware limited liability company having an office c/o Morgans Group LLC, 475 Tenth Avenue, New York, New York, 10018 (“MHG”); and SANCTUARY WEST AVENUE, LLC, a Delaware limited liability company having an office at c/o Hudson Capital, 4770 Biscayne Boulevard, Miami, Florida 33137, (“SWA”). MHG and SWA are hereinafter collectively referred to as “Members,” and individually, a “Member.”
