Contribution Agreement

EXHIBIT 10.1

DLJ MB IV HRH, LLC

Eleven Madison Avenue, 16 th  Floor

New York, New York 10010

November 28, 2006

Morgans Hotel Group

475 Tenth Avenue

New York, New York 10018

Attn:  David Smail

Re: Financing Waiver Date

Dear Mr. Smail:

Reference is hereby made to that certain Contribution Agreement dated as of November 7, 2006 (as amended on November 20, 2006 and November 22, 2006, the “ Contribution Agreement ”) by and among DLJ MB IV HRH, LLC (“ DLJMB ”) and Morgans Hotel Group Co. (“ Morgans ”).  Capitalized terms used but not defined herein have the meanings given to them in the Contribution Agreement.

This letter is to confirm our agreement that, for all purposes under the Contribution Agreement, the Fin