of Fifth Amendment Effective Date
SCHEDULE 7.1(h)
Material Contracts
SCHEDULE 7.1(i)
Litigation
SCHEDULE 7.1(y)
Secured Existing Swap Agreements
SCHEDULE 10.1(a)
Indebtedness as of Effective Date
SCHEDULE 10.2(xiii)
Certain Permitted Liens
SCHEDULE 10.4
Existing Investments
SCHEDULE 10.4(n)
Certain Permitted Investments
SCHEDULE 10.9
Restrictive Agreements
EXHIBIT A
Form of Assignment and Assumption
EXHIBIT B
Form of Notice of Tranche A Borrowing
EXHIBIT C
Form of Notice of Continuation
EXHIBIT D
Form of Notice of Conversion
EXHIBIT E
Form of Notice of Tranche B Borrowing
EXHIBIT F-1
Form of Tranche A Borrower Note
EXHIBIT F-2
Form of Tranche A Florida Borrower Note
EXHIBIT G
Form of Tranche B Note
EXHIBIT H
Form of Opinion of Counsel
EXHIBIT I
Form of Compliance Certificate
EXHIBIT J
Form of Guaranty
EXHIBIT K
Form of Security Deed
EXHIBIT L
Form of Assignment of Leases and Rents
EXHIBIT M
Form of Environmental Indemnity Agreement
EXHIBIT N
Form of Assignment of Contracts, Documents and Rights
EXHIBIT O
Form of Property Management Contract Assignment
EXHIBIT P
Form of Pledge Agreement
EXHIBIT Q
Form of Security Agreement
EXHIBIT R
Form of Borrowing Base Certificate
EXHIBIT S
Form of Account Control Agreement
EXHIBIT T
Form of Endorsement to Title Insurance
-vi-
THIS CREDIT AGREEMENT (this "Agreement") dated as of October 6, 2006 by and
among MORGANS GROUP LLC, a limited liability company formed under the laws of
the State of Delaware (the "Borrower"), BEACH HOTEL ASSOCIATES LLC, a limited
liability company formed under the laws of the State of Delaware (the "Florida
Borrower"), MORGANS HOLDINGS LLC, a limited liability company formed under the
laws of the State of Delaware (the "NY Morgans Borrower"), ROYALTON LLC, a
limited liability company formed under the laws of the State of Delaware (the
"NY Royalton Borrower"), MORGANS HOTEL GROUP CO., a corporation formed under the
laws of the State of Delaware ("Holdings"), WACHOVIA CAPITAL MARKETS, LLC and
CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Runners
(the "Arrangers"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, CITIGROUP
GLOBAL MARKETS INC., as Syndication Agent (the "Syndication Agent"), and each of
the financial institutions initially a signatory hereto together with their
assignees pursuant to Section 13.5.(b).
WHEREAS, on October 6, 2006, the Agent and the Lenders made available to the
Borrower and the Florida Borrower a revolving credit facility in the amount of
up to $225,000,000, which amount was subsequently reduced to $220,000,000 in
2009 (the "Revolving Credit Facility"), and
WHEREAS, Borrowers, the Agent and the Lenders, desire among other things (a) to
divide part of the Revolving Credit Facility into two credit facilities
consisting of (i) a credit facility (the "Tranche B") in an amount equal to
$90 million (the "NY Secured Amount"), which shall be secured by a mortgage on
the NY Properties (the "NY Mortgage") and the other existing Collateral, and
(ii) a credit facility (the "Tranche A") in an amount equal to $35 million,
secured by a mortgage on the Florida Property and the other existing Collateral,
excluding the NY Properties, and