FORMATION AND STRUCTURING AGREEMENTFormation and Structuring Agreement • December 7th, 2005 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS FORMATION AND STRUCTURING AGREEMENT (the “Agreement”) is made as of October 25, 2005, by and among Morgans Group LLC, a Delaware limited liability company (“Morgans Group LLC”), Morgans Hotel Group LLC, a Delaware limited liability company (“Morgans Hotel Group LLC”), NorthStar Hospitality LLC, a Delaware limited liability company (“NorthStar Hospitality”), NorthStar Partnership, L.P., a Delaware limited partnership (“NorthStar LP” and, together with NorthStar Hospitality, “NorthStar”), RSA Associates, L.P., a Delaware limited partnership (“RSA Associates”), Michael Overington (“Overington”), and Anda Andrei (“Andrei”) (Morgans Hotel Group LLC, NorthStar, RSA Associates, Overington and Andrei, each, an “Interested Party” and collectively, the “Interested Parties”).
AMENDENT NO. 1 TO THE FORMATION AND STRUCTURING AGREEMENTFormation and Structuring Agreement • February 1st, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to THE FORMATION AND STRUCTURING AGREEMENT (the “Agreement”) is made as of January 26, 2005, by and among Morgans Group LLC, a Delaware limited liability company (“Morgans Group LLC”), Morgans Hotel Group LLC, a Delaware limited liability company (“Morgans Hotel Group LLC”), NorthStar Hospitality LLC, a Delaware limited liability company (“NorthStar Hospitality”), NorthStar Partnership, L.P., a Delaware limited partnership (“NorthStar LP” and, together with NorthStar Hospitality, “NorthStar”), RSA Associates, L.P., a Delaware limited partnership (“RSA Associates”), Michael Overington (“Overington”), and Anda Andrei (“Andrei”) (Morgans Hotel Group LLC, NorthStar, RSA Associates, Overington and Andrei, each, an “Interested Party” and collectively, the “Interested Parties”).
