Exhibit 1.2
MORGANS HOTEL GROUP
CO.
February
,
2006
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
World Financial Center, South
Tower
225 Liberty Street, 6th
Floor
New York, New York 10080
Re:
Morgans Hotel Group Co. Reserved Share Program
Ladies and Gentlemen:
Reference is made to the
Underwriting Agreement dated February
, 2006 (the
“Underwriting Agreement”) among Morgans Hotel Group
Co., a Delaware corporation (the “Company”), Morgans
Hotel Group LLC, a Delaware limited liability company
(“MHG”), Morgans Group LLC, a Delaware limited
liability company (the “Operating Company”) and the
Underwriters listed in Schedule I to the Underwriting
Agreement. All capitalized terms used but not otherwise
defined herein shall have the meanings given them in the
Underwriting Agreement.
As part of the offerings
contemplated by the Underwriting Agreement, Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill Lynch”) has
agreed to reserve out of the shares of Common Stock, $.01 par value
per share (“Shares”), set forth opposite its name on
Schedule I to the Underwriting Agreement, up to
Shares for sale to certain persons designated by the Company
(“Invitees”), as set forth in the Prospectus under the
heading “Underwriting” (the “Reserved Share
Program”). The Shares to be sold by Merrill Lynch
pursuant to the Reserved Share Program (the “Reserved
Shares”) will be sold by Merrill Lynch pursuant to the
Underwriting Agreement at the public offering price. Any
Reserved Shares not orally confirmed for purchase by such Invitees
by the end of the first business day after the date of the
Underwriting Agreement will be offered directly to the public by
Merrill Lynch as set forth in the Prospectus.
In order to induce Merrill Lynch to
conduct the Reserved Share Program, and in addition to and without
limiting the representations, warranties, covenants and agreements
of the Company contained in the Underwriting Agreement, the Company
hereby agrees with Merrill Lynch as follows:
1.
The Company, MHG and the Operating Company represent and warrant to
Merrill Lynch that (i) the Registration Statement, the Prospectus
and any preliminary prospectus compl
