EX-10.33



 Exhibit 10.33 
  

 
  

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS 

Dated as of April 8, 2014 

Among 
 HENRY HUDSON HOLDINGS
LLC, 58th STREET BAR COMPANY LLC, HUDSON 
 LEASECO LLC and BEACH HOTEL ASSOCIATES
LLC, 
 individually and/or collectively, as the context may require, as Borrower 

and 
 CITIGROUP GLOBAL MARKETS
REALTY CORP. and BANK OF AMERICA, N.A., 
 collectively, as Lender 

 
  

 







 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS 

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of April 8, 2014 (this “Amendment”), is
by and among CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Citi”) and BANK OF
AMERICA, N.A., a national banking association, having an address at One Bryant Park, New York, New York 10036 (together with its successors and/or assigns, “BOA” and together with Citi and their respective successors and/or
assigns, “Lender”) and HENRY HUDSON HOLDINGS LLC, a Delaware limited liability company, 58th STREET BAR COMPANY LLC, a Delaware limited liability company, HUDSON
LEASECO LLC, a New York limited liability company and BEACH HOTEL ASSOCIATES LLC, a Delaware limited liability company, each having its principal place of business at c/o Morgans Hotel Group, 475 Tenth Avenue, New York, New York 10018
(individually and/or collectively, as the context may require, together with its successors and/or assigns, “Borrower”). 

W I T N E S S E T H: 

WHEREAS, Lender has made a loan in the original principal amount of Three Hundred Million Dollars ($300,000,000) (the
“Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of February 6, 2014 (the “Original Loan Agreement”), by and between Borrower and Lender, which Loan is evidenced by the Original Loan
Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and 
 WHEREAS, Borrower and Lender now
desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”) and certain other Loan Documents, each as more specifically set forth herein. 
 NOW, THEREFORE, in
consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows. 







 A G R E E M E N T: 

Section I. Modification to Original Loan Agreement.  

(i) Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Note” in its entirety to read as
follows: 
 “Note” shall mean, individually and/or collectively, as the context may require (i) that certain
Second Replacement, Amended and Restated Promissory Note A-1 dated as of February 6, 2014 and amended and restated as of April 8, 2014 in the principal amount of $128,750,000, made by Borrower in favor of Citi (“Note
A-1”), (ii) that certain Second Replacement, Amended and Restated Promissory Note A-2 dated as of February 6, 2014 and amended and restated as of April 8, 2014 in the principal amount of $128,750,000 made by Borrower in favor
of BOA (“Note A-2”), (iii) that certain Second Replacement, Amended and Restated Promissory Note B-1 dated as of February 6, 2014 and amended and restated as of April 8, 2014 in the principal amount of $21,250,000,
made by Borrower in favor of Citi (“Note B-1”), and (iv) that certain Second Replacement, Amended and Restated Promissory Note B-2 dated as of February 6, 2014 and amended and restated as of April 8, 2014 in the
principal amount of $21,250,000 made by Borrower in favor of BOA (“Note B-2”), as each of the same may be further amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to
time. 
 (ii) Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Note A
LIBOR Spread” in its entirety to read as follows: 
 “Note A LIBOR Spread” shall mean, with respect to each
Component, the following amounts, as the same may be reallocated pursuant to Section 11.1(b) hereof: 
  

	 	(a)	Component A, 3.64078%; 

  

	 	(b)	Component B, 3.64078%; 

  

	 	(c)	Component C, 3.64078%; 

  

	 	(d)	Component D, 3.64078%; 

  

	 	(e)	Component E, 3.64078%; and 

  

	 	(f)	Component F, 3.64078% 

 (iii) Section 2.11 of the Original Loan Agreement is hereby
amended and restated in its entirety to read as follows: 
 “Section 2.11. Components of the Loan. For the purposes of
computing interest payable from time to time on the principal amount of the Note A and certain other computations set forth herein, the principal balance of Note A shall be divided into Components A through F. The principal amount of the Components
shall be as follows: 
  

					
	 COMPONENT
	  	PRINCIPAL AMOUNT	 
	 A
	  	$	257,499,995	  
	 B
	  	$	1	  
	 C
	  	$	1	  
	 D
	  	$	1	  
	 E
	  	$	1	  
	 F
	  	$	1”	  


  
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 (iv) Amendment to Other Loan Documents. Each of the Loan Documents (other
than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined terms Note and Note A LIBOR Spread (which defined terms have been modified pursuant to this
Amendment) shall be deemed to be a reference to such defined term as so modified, and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Amendment, as the same may be
further amended, replaced, restated, supplemented or otherwise modified from time to time. 
 Section II. Reaffirmation of
Guaranty and Environmental Indemnity. In connection with this Amendment, Guarantor hereby: 
 (a) Consents to
and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Guarantor under the Guaranty or the Environmental Indemnity. 

(b) Warrants and represents that there are no defenses, offsets or counterclaims with respect to its obligations under the
Guaranty or the Environmental Indemnity. 
 (c) Acknowledges that the Guaranty and the Environmental Indemnity and the
obligations of Guarantor contained in the Guaranty and the Environmental Indemnity are continuing and in full force and effect. 

(d) Hereby reaffirms the Guaranty and the Environmental Indemnity and its obligations thereunder, and acknowledges that this
reaffirmation of the Guaranty and the Environmental Indemnity is for the benefit of Lender. 
 Section III. No Waiver. The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement
or any of the other Loan Documents by any of the parties hereto. 
 Section IV. No Presumption Against Party Drafting
Amendment. Should any provision of this Amendment require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any
party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the
preparation hereof. 
 Section V. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns. 
 Section VI. Ratification. Borrower and
Lender hereby ratify and confirm the Loan Agreement, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the respective obligations of Lender and Borrower thereunder
shall be and remain unmodified and in full force and effect. 

  
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 Section VII. No Further Modification. No further modification, amendment,
extension, discharge, termination or waiver hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and
for the purpose, for which given. 
 Section VIII. Governing Law. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York (without regard to principles of conflicts of laws). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.

 Section IX. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. 
 Section X. Entire Agreement. This Amendment constitutes the entire
agreement between Borrower and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 

Section XI. Incorporation of Recitals; Defined Terms. The recitals hereto are hereby incorporated into this Amendment as if
fully set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized representatives, all as of the day and year first above written. 
  

											
	BORROWER:
	
	 HENRY HUDSON HOLDINGS LLC

		
	     By:
	 	 Henry Hudson Holdings LLC,

		 	 its managing member

			
		 	 By:
	 	 Hudson Delano Senior Mezz LLC,

		 		 	 its managing member

				
		 		 	 By:
	 	 Hudson Delano Junior Mezz LLC,

		 		 		 	 its managing member

					
		 		 		 	 By:
	 	 Morgans Group LLC,

		 		 		 		 	 its managing member

		
	By:	 	     /s/ Richard Szymanski

		 	Name: Richard Szymanski
		 	Title:   Chief Financial Officer
	
	58th STREET BAR COMPANY LLC,
		
	    By:	 	 Hudson Pledgor LLC,

its managing member

			
		 	By:	 	 Henry Hudson Holdings LLC,
 its
managing member

				
		 		 	By:	 	 Hudson Delano Senior Mezz LLC,

its managing member

					
		 		 		 	By:	 	 Hudson Delano Junior Mezz LLC,

its managing member

						
		 		 		 		 	By:	 	 Morgans Group LLC,

its managing member

						
		 		 		 		 		 	 By:   Morgans Hotel Group Co.,

         its managing member



  

			
	By:	 	     /s/ Richard Szymanski

		 	Name: Richard Szymanski
		 	Title:   Chief Financial Officer









 
															
	HUDSON LEASECO LLC,
		
	    By:	 	 Hudson Managing Member LLC,
 its
managing member

			
		 	By:	 	 Henry Hudson Holdings LLC,
 its
managing member

				
		 		 	By:	 	 Hudson Delano Senior Mezz LLC,

its managing member

					
		 		 		 	By:	 	 Hudson Delano Junior Mezz LLC,

its managing member

						
		 		 		 		 		 	 By:   Morgans Group LLC,

         its managing member

							
		 		 		 		 		 		 	 By:   Morgans Hotel Group Co.,

         its managing member



  

			
	By:	 	   /s/ Richard Szymanski

		 	Name: Richard Szymanski
		 	Title:   Chief Financial Officer









 
									
	BEACH HOTEL ASSOCIATES LLC,
		
	By:	 	 Hudson Delano Senior Mezz LLC,

its managing member

			
		 	By:	 	 Hudson Delano Junior Mezz LLC,

its managing member

				
		 		 	By:	 	 Morgans Group LLC,
 its managing
member

					
		 		 		 	By:	 	 Morgans Hotel Group Co.,
 its
managing member



  

			
	By:	 	   /s/ Richard Szymanski

		 	Name: Richard Szymanski
		 	Title:   Chief Financial Officer


 [SIGNATURES CONTINUED ON NEXT PAGE] 







 
			
	LENDER:
	
	 CITIGROUP GLOBAL MARKETS REALTY CORP.,

a New York corporation

		
	By:	 	 /s/ Ana Rosu Marmann

		 	Name: Ana Rosu Marmann
		 	Title:   Authorized Signatory


 [SIGNATURES CONTINUED ON NEXT PAGE] 







 
			
	LENDER:
	
	BANK OF AMERICA, N.A., a national banking association
		
	By:	 	 /s/ Steven Wasser

		 	Name: Steven Wasser
		 	Title:   Managing Director


 [NO FURTHER TEXT ON THIS PAGE] 







 The undersigned hereby acknowledges and consents to Section II of this First Amendment to Loan Agreement and
Other Loan Documents. 
  

			
	GUARANTOR:
	
	 MORGANS HOTEL GROUP CO.,
 a
Delaware corporation

		
	By:	 	 /s/ Richard Szymanski

		 	Name: Richard Szymanski
		 	Title:   Chief Financial Officer