13.12 GOVERNING LAW
110
Section 13.13 Patriot Act
110
Section 13.14 Counterparts
110
Section 13.15 Obligations with Respect to Loan Parties
111
Section 13.16 Limitation of Liability
111
Section 13.17 Entire Agreement
111
Section 13.18 Construction
111
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ANNEX 1
Additional Provisions Applicable to NY Properties
SCHEDULE 1.1(A)
Formation and Structuring Transactions
SCHEDULE 1.1(B)
List of Loan Parties
SCHEDULE 2.1
Tranche A Loan Commitments and Applicable Percentages
SCHEDULE 2.3
Tranche B Loan Commitments and Applicable Percentages
SCHEDULE 4.1
Initial Collateral Properties
SCHEDULE 7.1(b)
Ownership Structure
SCHEDULE 7.1(d)
Governmental Approvals
SCHEDULE 7.1(f)
Title to Properties; Liens
SCHEDULE 7.1(g)
Indebtedness as 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
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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