AMENDED AND RESTATED CONTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (the “ Agreement ”) is made and entered into as of December 2, 2006 (the “ Effective Date ”) by and between DLJ MB IV HRH, LLC, a Delaware limited liability company (“ DLJMB ”), and Morgans Hotel Group, Co., a Delaware corporation (“ Morgans ”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings specified in the LLC Agreement.

RECITALS

A.            Hard Rock Holdings, LLC, a Delaware limited liability company (“ Holdings ”), will be formed to effect the acquisition of the Hard Rock Hotel & Casino (the “ Hotel/Casino ”) in Las Vegas, Nevada, including (a) the capital stock of Hard Rock Hotel, Inc. (“ HRH ”); (b) the approximately twenty-three (23) acres of land adjacent thereto and all related entitlements; (c) the land under the Hard Rock Café site located adjacent to the Hotel/Casino; (d) certain intellectual property and trademarks; and (e) any other assets being acquired by the Morgans Parties under the Merger Agreement or any related agreements with Peter Morton, PM Realty, LLC, Red, White and Blue Pictures, Inc. and HR Condominium Investors (Vegas), LLC, as applicable (collectively, as more specifically described in the Acquisition Agreements (as defined below) the “ Acquired Assets ”).  Upon the acquisition of the Acquired Assets (the “ Acquisition ”), Holdings will own, manage, renovate and develop such Acquired Assets.

B.            The Morgans Parties (as defined below) previously entered into agreements for the purchase of the Acquired Assets (together with all documents, instruments, certificates, schedules and exhibits attached or related thereto, as each may be amended, modified or supplemented from time to time in accordance with the provisions of this Agreement, the “ Acquisition Agreements ,” each of which is set forth on Exhibit B ).

C.            As set forth in, and subject to the terms of, this Agreement, the Morgans Parties intend to assign all of their right, title and interest in the Acquisition Agreements and the Acquired Assets to Holdings, and Holdings will assume the Acquisition Agreements.

D.            On the Closing Date, and subject to the terms of this Agreement, (a) DLJMB will contribute, and will cause DLJMB LLC to contribute the DLJMB Initial Capital Commitment to Holdings and (b) Morgans will be deemed to have contributed the Morgans Initial Capital Commitment to Holdings, in each case in exchange for the respective Percentage Interest, as adjusted from time to time, and on the terms and subject to the conditions set forth in the LLC Agreement.

E.             Following the consummation of the transactions contemplated by this Agreement and the Acquisition Agreements, and subject to the terms of this Agreement, Morgans Management shall manage the Hard Rock Hotel and Casino pursuant to the terms and conditions of the form of Management Agreement attached hereto as Exhibit C .

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AGREEMENT

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

1.             DEFINITIONS

For purposes of this Agreement:

“Acquired Assets” has the meaning specified in the Recitals.

“Acquisition” has the meaning specified in the Recitals.

“Acquisition Agreements” has the meaning specified in the Recitals.

“Affiliate” means, as to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such first Person.  For the purposes of this Agreement, a Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management, policies and/or decision making of such other Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified in the Preamble.

“Applied Amount” has the meaning set forth in Section 3.2(b) .

“Assignment Agreements” has the meaning set forth in Section 3.1(b) .

“Breach” means, with respect to a representation, warranty, covenant, obligation or other provision, any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant, obligation or other provision.

“Break Up Amount” means (a) for the period beginning on the termination date of the Merger Agreement through the second anniversary thereof, an amount, not to exceed Twenty Five Million Dollars ($25,000,000), equal to fifty percent (50%) of the aggregate amount of funds released to the Selling Parties from the escrows established under the Escrow Agreements; and (b) for the period after the second anniversary of the termination date of the Merger Agreement, Twenty Five Million Dollars ($25,000,000), less fifty percent (50%) of any amounts released from such escrows to the Morgans Parties, in each case, exclusive of any interest or other investment income earned thereon from and after May 11, 2006.

“Casino Lease” means that certain Casino Sublease attached hereto as Exhibit F , dated as of November 6, 2006, among Merger Sub, Morgans and Golden HRC, LLC or, in the event that Golden HRC, LLC does not receive the Gaming Approvals before Closing, such other casino lease as Holdings or an Affiliate of Holdings enters into with another lessee on terms taken as a whole no less favorable to Holdings or such Affiliate in any material respect, as amended, modified or supplemented in accordance with the terms of this Agreement.

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“Claim” has the meaning specified in Section 9.2(d) .

“Closing” has the meaning specified in Section 2 .

“Closing Date” has the meaning specified in Section 2 .

“ Column ” means Column Financial, Inc. or any successor thereto.

“Credit Facility Commitment Letter” means the commitment letter from Column, dated as of May 11, 2006, pursuant to which Column committed to provide a credit facility with an aggregate principal amount equal to the lesser of Seven Hundred Million Dollars ($700,000,000) and eighty-two and one half percent (82.5%) of the capitalized cost of the Acquisition, as amended, modified or supplemented from time to time in accordance with this Agreement, or, instead of such commitment letter, any substitute commitment letter or definitive agreement, entered into by the Morgans Parties or Holdings in accordance with Section 7.4 , including, without limitation, any commitment letter regarding the financing contemplated by the Permanent Financing Term Sheet.

“Debt Financing” has the meaning specified in Section 6.9 .

“DLJMB” has the meaning specified in the Preamble.

“DLJMB Condition Failure” has the meaning specified in Section 8.1(c) .

“DLJMB Expenses” has the meaning specified in Section 7.2 .

“DLJMB Initial Capital Commitment” has the meaning specified in Section 3.2(a) .

“DLJMB LLC” means the entity identified as DLJMB VoteCo, LLC, a Delaware limited liability company, in the LLC Agreement.

“DLJMB Termination Notices” has the meaning specified in Section 7.3 .

“DLJMB’s Cap” has the meaning set forth in Section 9.2(b) .

“Effective Date” has the meaning set forth in the Preamble.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference, right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, Order, proxy, option, right of first refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

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“Entity” means any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust or company (including any limited liability company or joint stock company).

“Equity Commitment Letter” means the commitment letter attached hereto as Exhibit H from DLJ Merchant Banking Partners IV, L.P. and certain of its affiliated entities dated as of November 7, 2006, pursuant to which such entities committed to provide One Hundred Million Dollars ($100,000,000) of equity capital to DLJMB in connection with the transactions contemplated by this Agreement, as amended, restated or supplemented to provide for an additional commitment of Twenty Million Dollars ($20,000,000) of equity capital to DLJMB by such parties in accordance with Section 7.8 .

“Escrow Agreements” means, collectively, the Escrow Agreement dated May 11, 2006 by and among Lily Pond Investments, Inc., Morgans, and Chicago Title Agency of Nevada, Inc. and the Escrow Agreement dated May 11, 2006 by and among PM Realty, LLC, Red, White and Blue Pictures, Inc., Peter A. Morton, 510 Development Corporation, Morgans Group LLC, and Chicago Title Agency of Nevada, Inc.

“Escrow Deposits” means the aggregate amount of Fifty Million Dollars ($50,000,000) deposited into escrow by the Morgans Parties pursuant to the Acquisition Agreements, plus any interest accrued thereon from and after the date of such deposit in accordance with the Acquisition Agreements.

“Gaming Approvals” means all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority required to permit the parties hereto to consummate the transactions contemplated by this Agreement, including for the avoidance of doubt, all liquor licenses and all such approvals issued by a Gaming Authority as may be required to permit the operation under the Casino Lease of the casino at the Hotel/Casino.

“Gaming Authorities” means any governmental authority or agency with regulatory control or jurisdiction over the conduct of lawful gaming or gambling, including the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board.

“Governmental Body” means any (a) nation, principality, state, province, territory, county, municipality, district or other jurisdiction of any nature; (b) Federal, state, local, municipal, foreign or other government; or (c) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“Holdings” has the meaning specified in the Recitals.

“Hotel/Casino” has the meaning specified in the Recitals.

“HRH” has the meaning specified in the Recitals.

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“ HRH Bond Documents ” means both (a) the Indenture dated as of May 30, 2003 between HRH and U.S. Bank National Association, as supplemented on November 20, 2003 and November 24, 2003 and (b) the HRH Junior Notes.

“ HRH Bonds ” means both (a) the HRH Second Lien Notes and (b) the HRH Junior Notes.

“ HRH Junior Notes ” means HRH’s Junior Subordinated Notes due 2014.

“ HRH Second Lien Notes ” means HRH’s 8-7/8% Second Lien Notes due 2013.

“Indemnitee” has the meaning specified in Section 9.2(d) .

“Indemnitor” has the meaning specified in Section 9.2(d) .

“Indemnity Agreement” means the Payment Contribution and Indemnity Agreement in the form attached hereto as Exhibit I .

“Initial Capital Commitments” means the DLJMB Initial Capital Commitment and the Morgans Initial Capital Commitment as set forth in Section 3.2(a) .

“ Knowledge ” means the actual knowledge of Edward Scheetz, Marc Gordon, David Smail, Jennifer Nellany, Matt Armstrong, Arthur Blee and Ana Nekhamkin after reasonable inquiry; and the knowledge of no other Person shall be imputed to any such individual.

“LLC Agreement” has the meaning specified in Section 3.3(a) .

“Loss” or “Losses” means any loss, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any rights hereunder).

“Management Agreement” means that certain Hotel Management Agreement in substantially the form attached hereto as Exhibit C to be entered into at the Closing by Morgans Management, Holdings and the other parties thereto.

“Material Adverse Effect” has the meaning specified in the Merger Agreement.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated May 11, 2006, by and among Morgans, MHG HR Acquisition Corp., Hard Rock Hotel, Inc. and Peter H. Morton as attached to this Agreement as Exhibit D , as amended, modified or supplemented from time to time in accordance with this Agreement.

“Merger Sub” has the meaning specified in Section 6.6 .

“Morgans” has the meaning specified in the Preamble.

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“Morgans Condition Failure” has the meaning specified in Section 8.1(b) .

“Morgans Expenses” has the meaning specified in Section 7.2 .

“Morgans Initial Capital Commitment” shall have the meaning specified in Section 3.2(b) .

“Morgans Management” shall mean Morgans Hotel Group Management LLC, a Delaware limited liability company.

“Morgans Parties” means, collectively, Morgans and any Affiliate of Morgans that is a party to any of the Acquisition Agreements or any of the Exhibits to this Agreement; provided , however , that Holdings shall not be deemed to be a Morgans Party.

“Order” means any (a) order, judgment, injunction, edict, decree, ruling, subpoena, writ or award that is or has been issued, made, entered, rendered or otherwise put into effect by or under the authority of any court, administrative agency or other Governmental Body or any arbitrator or arbitration panel; or (b) contract or agreement with any Governmental Body that is or has been entered into in connection with any proceeding.

“Percentage Interest” means the percentage interests in Holdings specified in Exhibit E of the LLC Agreement.

“Permanent Financing Term Sheet” means the term sheet from Column attached hereto as Exhibit J .

“Person” means any individual, Entity or Governmental Body.

“Proposed Transaction Structure Chart” means the Proposed Transaction Structure Chart attached hereto as Exhibit G , as may be modified from time to time by Morgans with the prior written consent of DLJMB, which consent shall not be unreasonably withheld, delayed or conditioned.

“ Representative” means, as to any Person, such Person’s Affiliates and its and their directors, officers, investors, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants) provided , however , that all such Persons shall be bound by the same restrictions on disclosure and use of confidential information as apply to DLJMB and Morgans hereunder.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Parties” means, collectively, Hard Rock Hotel, Inc., Peter H. Morton, PM Realty, LLC, Red, White and Blue Pictures, Inc. and HR Condominium Investors (Vegas), L.L.C.

“Technical Services Agreement” means that certain Technical Services Agreement in substantially the form attached hereto as Exhibit E to be entered into at Closing by Morgans Management, Holdings and the other parties thereto with such changes and modifications as may be mutually agreed in writing.

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2.             CLOSING

If the conditions in Article 4 have been satisfied or waived, then the closing of the contribution of assets provided for in this Agreement (the “ Closing ”) shall be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52 nd  Street, New York, New York 10019, on the same date as the closing of the transactions contemplated by the Merger Agreement, at 9:00 a.m. New York time, or at such other time and place as may be fixed by mutual agreement of all the parties hereto (the “ Closing Date ”).

3.             EVENTS OCCURRING ON OR PRIOR TO THE CLOSING DATE

3.1.                             Organization of Holdings and Assignment of Rights .

On or prior to the Closing Date:

(a)           Morgans shall cause Holdings to be formed as a limited liability company under the laws of the State of Delaware, and shall take such other steps as may be necessary to form the subsidiaries contemplated in the Proposed Transaction Structure Chart.

(b)           The Morgans Parties shall assign all of their right, title and interest in the Acquisition Agreements to Holdings and Morgans and DLJMB shall cause Holdings to (i) assume all of the obligations of the Morgans Parties thereunder and (ii) indemnify the Morgans Parties from and against any Losses in connection therewith (except to the extent Morgans has indemnity or other contractual obligations to DLJMB with respect to such Losses under this Agreement) pursuant to one or more assignment, transfer and conveyance agreements in form and substance reasonably satisfactory to the Morgans Parties and DLJMB (collectively, the “ Assignment Agreements ”).  At the Closing, the Escrow Deposits shall be credited towards the purchase price of the Acquisition (as contemplated in the Acquisition Agreements).

3.2.                             Initial Capital Contributions .

(a)           DLJMB Initial Capital Contribution .   At the Closing, DLJMB and DLJMB LLC shall contribute to Holdings an aggregate cash amount of One Hundred Twenty Million Dollars ($120,000,000), or such lesser amount as the parties shall mutually agree in writing (the “ DLJMB Initial Capital Commitment ”) via wire transfer of immediately available funds to a bank account of Holdings designated by Morgans at least three (3) business days before Closing.

(b)          Morgans Initial Capital Contribution .   At the Closing, Morgans shall contribute to Holdings an aggregate cash amount of Sixty Million Dollars ($60,000,000), or such lesser amount as the parties shall mutually agree in writing (the “ Morgans Initial Capital Commitment ”); provided , however , that the amount to be contributed by Morgans at Closing pursuant to this Section 3.2(b) shall be deemed satisfied by the application of (i) the Escrow Deposits as contemplated by Section 3.1(b) and (ii) the Morgans Expenses as contemplated by Section 7.2 (the amounts referred to in clauses (i) and (ii), collectively, the “ Applied Amounts ”), to the extent that the Applied Amounts credited is equal to or greater than Morgans Initial Capital Commitment; and provided , further , that DLJMB and Morgans shall cause Holdings to

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pay to Morgans at Closing the entire amount by which the Applied Amounts exceed the Morgans Initial Capital Commitment.

3.3.         Deliveries by DLJMB .   On the Closing Date, DLJMB shall execute and deliver, or cause to be executed and delivered, as applicable, the following:

(a)           LLC Agreement .  Two originals of the Limited Liability Company Agreement to Morgans, each duly executed by DLJMB and DLJMB LLC, substantially in the form attached hereto as Exhibit A ; provided , however , that the parties shall cooperate in good faith to incorporate the terms referenced in Annex A attached thereto into the definitive form of such agreement to be executed on the Closing Date (the “ LLC Agreement ”).

(b)           DLJMB Initial Capital Commitment . The DLJMB Initial Capital Commitment to Holdings.

(c)           Officer’s Certificate .  An officer of DLJMB shall deliver to Morgans an officer’s certificate confirming, with respect to DLJMB, the items set forth in (a) and (b) of Section 4.2 .

(d)           Indemnity Agreement .  Two originals of the Indemnity Agreement to Morgans, each duly executed by DLJ Merchant Banking Partners IV, L.P. and/or such Affiliates of DLJ Merchant Banking Partners IV, L.P., as shall sign the Joinder Agreement (as defined in the Indemnity Agreement).

3.4.         Deliveries by Morgans .   On the Closing Date, Morgans shall execute and deliver, or cause to be executed and delivered, as applicable, the following:

(a)   LLC Agreement .  Two originals of the LLC Agreement to DLJMB, each duly executed by Morgans.

(b)   Management Agreement .  Two originals of the Management Agreement to DLJMB, each duly executed by Morgans Management.

(c)   Technical Services Agreement .  Two originals of the Technical Services Agreement to DLJMB, each duly executed by Morgans Management.

(d)   Morgans Initial Capital Commitment .  Officers of the Morgans Parties shall deliver to DLJMB an officers’ certificate confirming that the Morgans Initial Capital Commitment has been credited to the purchase price of the Acquisition.

(e)   Officer’s Certificate .  An officer of Morgans shall deliver to DLJMB an officer’s certificate confirming, with respect to Morgans, the items set forth in (a) and (b) of Section 4.1 .

(f)    Assignment Agreements .  Two originals of each Assignment Agreement to DLJMB, each duly executed by the applicable Morgans Parties, as assignors.

(g)           Indemnity Agreement .  Two originals of the Indemnity Agreement to DLJMB, each duly executed by Morgans.

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3.5.         Deliveries by Holdings .  On the Closing Date, Morgans and DLJMB shall cause Holdings to execute and deliver the following:

(a)   Assignment Agreements .  Two originals of each Assignment Agreement to DLJMB and Morgans, each duly executed by Holdings, as assignee.

(b)   LLC Agreement .  Two originals of the LLC Agreement to each of DLJMB and Morgans, each duly executed by Holdings.

(c)   Management Agreement . Two originals of the Management Agreement to each of DLJMB, Morgans, and Morgans Management, each duly executed by Holdings.

(d)   Technical Services Agreement .  Two originals of the Technical Services Agreement to each of DLJMB, Morgans, and Morgans Management, each duly executed by Holdings.

4.             CLOSING CONDITIONS

4.1.         Conditions Precedent to Obligations of DLJMB .  The obligations of DLJMB to execute and deliver the LLC Agreement and to pay the DLJMB Initial Capital Commitment in accordance with Section 3.2(a) shall be subject to the satisfaction on or prior to the Closing Date, of the following conditions, any of which may be waived, in writing, by DLJMB in its discretion:

(a)           All of the representations and warranties of the Morgans Parties contained in Article 6 of this Agreement shall be true and correct in all material respects on the date of this Agreement and, in the case of the representations and warranties contained in Sections 6.1 , 6.2 , 6.5 , 6.6 , 6.7 , 6.8 , 6.9 , 6.10 and 6.11 of this Agreement only, on the Closing Date (other than with respect to matters consented to in writing by DLJMB in accordance with this Agreement) as if made at and as of such date (or, in the case of representations and warranties which address matters only as of a particular date, as of such date);

(b)           The Morgans Parties shall have complied with and performed in all material respects all of their respective covenants contained herein which are to be performed by them on or prior to the Closing Date;

(c)           All of the conditions to the obligations of the Morgans Parties to close under the Merger Agreement (as set forth in Section 5.1 and 5.2 of the Merger Agreement) shall have been satisfied and the transactions contemplated by such agreements shall occur concurrently with the Closing hereunder;

(d)           There shall be no temporary restraining order or preliminary or permanent injunction of any court or administrative agency of competent jurisdiction prohibiting the consummation of any transactions contemplated by this Agreement;

(e)           Either (i) Golden HRC, LLC or one of its Affiliates shall have obtained the Gaming Approvals or (ii) Holdings (or a direct or indirect subsidiary of Holdings) shall have entered into a Casino Lease with another casino operator and such other casino operator shall

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have obtained the Gaming Approvals such that the casino at the Hard Rock Hotel & Casino is able to be open for business on the date following the Closing Date; and

(f)         The condition set forth in Section 5.3(c) of the Merger Agreement (as in effect on the date hereof) shall have been satisfied, and the liens securing the obligations referenced in such condition shall have been released; provided , however , in the event that the condition described in this clause (f) has not been satisfied at the Closing but (i) the Selling Parties have waived the condition set forth in Section 5.3(c) of the Merger Agreement, and (ii) the lenders under the Permanent Financing Term Sheet have (A) waived and/or funded over any condition which would require that the outstanding HRH Bonds shall have been defeased, repaid, discharged or otherwise satisfied at the time of Closing and that the liens securing the Second Lien Notes shall have been released, and (B) not reduced the amount of funds that would have been available to the borrowers prior to the granting of such waivers due to the failure of any condition referred to in the preceding clause (A) to be satisfied, and (iii) the Morgans Parties are in compliance with their obligations under the third sentence of Section 7.3 hereof, then the condition in this clause (f) shall be deemed to be satisfied.

4.2.         Conditions Precedent to Obligations of Morgans .  The obligations of Morgans to execute and deliver the LLC Agreement and to pay the Morgans Initial Capital Commitment in accordance with Section 3.2(a) shall be subject to the satisfaction on or prior to the Closing Date, of the following conditions, any of which may be waived, in writing, by Morgans in its discretion:

(a)           The representations and warranties of DLJMB contained in Article 5 of this Agreement shall be true and correct in all material respects both on the date of this Agreement and the Closing Date as if made at and as of such date (or, in the case of representations and warranties which address matters only as of a particular date, as of such date);

(b)           DLJMB shall have complied with and performed in all material respects, its covenants contained herein which are to be performed by DLJMB on or prior to the Closing Date;

(c)           All of the conditions to the obligations of any of the Morgans Parties to close under the Merger Agreement (as set forth in Section 5.1 and 5.2 of the Merger Agreement) shall have been satisfied and the transactions contemplated by such agreements shall occur concurrently with the Closing hereunder; and

(d)           There shall be no temporary restraining order or preliminary or permanent injunction of any court or administrative agency of competent jurisdiction prohibiting the consummation of any transactions contemplated by this Agreement.

5.             REPRESENTATIONS AND WARRANTIES OF DLJMB

Except as specifically set forth in certain schedules provided by DLJMB to Morgans and attached to this Agreement, which are numbered to correspond to the Section numbers of this Agreement, DLJMB hereby represents and warrants to Morgans as of the Effective Date and as of the Closing Date as follows:

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5.1.         Organization, Good Standing .  DLJMB is a Delaware limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  DLJMB has the requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

5.2.         Authorization; No Breach .  This Agreement has been duly authorized, executed and delivered by DLJMB.  Assuming that this Agreement is a valid and binding obligation of Morgans, this Agreement constitutes a valid and binding obligation of DLJMB, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.  The execution, delivery and performance by DLJMB of this Agreement does not and shall not (i) conflict with any of the provisions of the articles of incorporation, bylaws or similar organizational documents of DLJMB (ii) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under (whether with or without the passage of time, the giving of notice or both) any agreement, contract or instrument to which DLJMB is subject, (iii) result in the creation of any lien or Encumbrance upon Holdings’ equity interests or assets or any equity interests or assets that comprise part of the Acquired Assets, other than as contemplated herein or by the Credit Facility Commitment Letter, (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree to which DLJMB is subject or (v) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Body.

5.3.         Brokerage .  There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of DLJMB or any of its respective Affiliates.

5.4.         Investment Representation .  Each of DLJMB and DLJMB LLC is making the DLJMB Initial Capital Commitment for its own account with the present intention of holding its interests in Holdings for investment purposes and not with a view to or for sale in connection with any public distribution of such interests in violation of any federal or state securities laws.  Each of DLJMB and DLJMB LLC is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.  Each of DLJMB and DLJMB LLC acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of interests in Holdings.  Each of DLJMB and DLJMB LLC acknowledges that the interests in Holdings have not been registered under the Securities Act or any state or foreign securities laws and that such interests may not be sold, transferred, offered for sale, pledged hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.

5.5.         Sufficient Funds .  DLJMB and DLJMB LLC have (and at Closing will have) sufficient unrestricted cash available to enable them to satisfy their respective obligations hereunder on and after the Closing Date.

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5.6.         Hart-Scott-Rodino . Neither DLJMB nor DLJMB LLC is required to make a filing under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), in connection with the Acquisition or the performance of DLJMB’s obligations under this Agreement.

5.7.         Equity Commitment Letter .  A true and correct copy of the Equity Commitment Letter is attached hereto as Exhibit H .  Pursuant to the Equity Commitment Letter, DLJ Merchant Banking Partners IV, L.P. and certain of its affiliated entities have agreed to provide DLJMB an aggregate amount of equity financing for the transactions contemplated by this Agreement equal to One Hundred Million Dollars ($100,000,000).  The Equity Commitment Letter has not been amended, modified or supplemented and is in full force and effect and no event has occurred which, with or without notice, the lapse of time or both, would constitute a default on the part of DLJMB under the Equity Commitment Letter.  There are no conditions precedent or other contingencies related to the funding of the full amount of such equity, other than as set forth in the Equity Commitment Letter.

5.8.         Litigation .  There are no actions, suits, proceedings, orders or claims pending, or to the knowledge (after reasonable inquiry) of DLJMB, threatened in writing against DLJMB or DLJMB LLC at law or in equity, by any Person or before or by any Governmental Body which would reasonably be expected to materially adversely affect DLJMB’s performance under this Agreement, which relate to the transactions contemplated by this Agreement or which would reasonably be expected to materially adversely affect the consummation of the transactions contemplated by this Agreement.

5.9.         No Other Representations and Warranties .  Other than the representations and warranties expressly set forth in this Article 5 , DLJMB shall not be deemed to have made any other representation or warranty to Morgans in connection with this Agreement or the transactions contemplated hereby, and no other Person shall be deemed to have made any representation or warranty to Morgans in connection with this Agreement or the transactions contemplated hereby.

6.             REPRESENTATIONS AND WARRANTIES OF THE MORGANS PARTIES

Except as specifically set forth in certain schedules provided by the Morgans Parties to DLJMB and attached to this Agreement, which are numbered to correspond to the Section numbers of this Agreement, Morgans hereby represents and warrants to DLJMB as of the Effective Date as follows (provided, that the representations and warranties set forth in Sections 6.3 and 6.4 shall be true and correct only as of the Effective Date and shall not be deemed to be made as of the Closing Date:

6.1.         Organization, Good Standing, Qualification .  Morgans is a Delaware corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Morgans has the requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

6.2.         Authorization; No Breach .  This Agreement has been duly authorized, executed and delivered by Morgans.  No vote of the shareholders of Morgans is required for Morgans to

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authorize, execute, deliver and perform this Agreement.  Assuming that this Agreement is a valid and binding obligation of DLJMB, this Agreement constitutes a valid and binding obligation of Morgans, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.  Except as set forth on Schedule 6.2 , the execution, delivery and performance by Morgans of this Agreement (including, without limitation, the assignment of the Morgans Parties’ rights under the Acquisition Agreements to Holdings) does not and shall not (i) conflict with any of the provisions of the articles of incorporation or bylaws of Morgans (ii) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under (whether with or without the passage of time, the giving of notice or both) any agreement, contract or instrument to which Morgans is bound, (iii) result in the creation of any lien or Encumbrance upon Holdings’ equity interests or assets or any equity interests or assets that comprise part of the Acquired Assets, other than as contemplated herein or by the Credit Facility Commitment Letter, (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree to which Morgans is subject or (v) except for Gaming Approvals, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Body.  Except as set forth on Schedule 6.2 , none of the Morgans Parties is (and following the assignment of the Acquisition Agreements to Holdings, Holdings will not be) bound by any agreement, or party to any written non-binding term sheet, (a) with respect to the Acquired Assets (including, without limitation, any agreement to sell or dispose of any interests therein), or (b) committing it to issue or sell any equity interest in Holdings to a third party.  The Acquisition Agreements identified in Exhibit B are the only agreements among the Morgan Parties, or any of their Affiliates, and the Selling Parties, or any of their Affiliates, which are in existence as of the date hereof in connection with the Acquisition.

6.3.         No Knowledge of Misrepresentations or Omissions .  Morgans has no Knowledge that the representations and warranties of any party to the Acquisition Agreements (including, but not limited to, the Morgans Parties) are untrue or incorrect in any material respect.  The Morgans Parties ha