Exhibit 10.1





Exhibit 10.1




AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT




This Amendment No. 1 (this “Amendment”) is made as of December 11, 2009 (the
“Effective Date”) by and among MORGANS HOTEL GROUP CO., a Delaware corporation (the
“Company”), 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”).



WHEREAS, the Company and the Investors (together, the “Parties”) entered into a
certain Securities Purchase Agreement, dated as of October 15, 2009 (as amended, the
“Securities Purchase Agreement”); and



WHEREAS, the Parties desire to amend the Securities Purchase Agreement in accordance with this
Amendment and pursuant to Section 7.1 of the Securities Purchase Agreement.



NOW, THEREFORE, in consideration of the foregoing premises, and the mutual representations,
warranties and covenants contained in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:



1. Definitions. All capitalized terms not otherwise defined in this Amendment have
the respective meanings given to them in the Securities Purchase Agreement.



2. Amendment. The Parties hereby agree to amend the Securities Purchase Agreement,
effective as of the Effective Date, as follows:




Section 5.3 of the Securities Purchase Agreement is hereby deleted in its entirety and
replaced with the following:




The Company shall use its commercially reasonable efforts to present and
recommend to the stockholders of the Company at a special meeting of the
stockholders of the Company (to be held in accordance with the corporate laws of
Delaware, the Charter and the By-Laws), duly noticed and called for not later than
January 29, 2010, a proposal to approve the terms of the Warrants and the REF
Warrants, the full exercise of the Warrants and the REF Warrants and the issuance of
the Underlying Shares and REF Underlying Shares as Common Stock in connection
therewith. If such approval is not obtained at a meeting of stockholders of the
Company on or prior to January 29, 2010, the Company shall not thereafter have any
obligation to continue to try to obtain such approval.



3. Headings. Section headings in this Amendment are included for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.


 


 









 





4. Entire Agreement. The Securities Purchase Agreement, as hereby amended by this
Amendment, along with the Ancillary Agreements (each, as may be amended), along with the schedules
and the exhibits thereto, contain the entire agreement and understanding among the parties hereto
and thereto with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings relating to such subject matter. None of the Parties shall be liable
or bound to any other Party in any manner by any representations, warranties or covenants relating
to such subject matter except as specifically set forth herein or in the Ancillary Agreements.



5. No Other Amendments; Conflicts. Except as expressly set forth herein, no
amendments to the Securities Purchase Agreement are made by this Amendment. In the event of any
conflict between this Amendment and the Securities Purchase Agreement, this Amendment shall
prevail.



6. Counterparts. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective when one or more
such counterparts have been signed by each of the Parties hereto and delivered to the other Parties
hereto.



7. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



[SIGNATURE PAGE FOLLOWS]



 


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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed by its duly
authorized representative as of the date first set forth above.



	 	 	 	 	 
	 	MORGANS HOTEL GROUP CO.

 	 
	 	By:  	/s/
Richard Szymanski 	 
	 	 	Name:  	Richard Szymanski 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 



	 	 	 	 	 
	 	YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

 	 
	 	By:  	/s/
Robert P. Bermingham 	 
	 	 	Name:  	Robert P. Bermingham 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P.

 	 
	 	By:  	/s/
Robert P. Bermingham 	 
	 	 	Name:  	Robert P. Bermingham 	 
	 	 	Title:  	Vice President and Secretary