EXHIBIT 10.44 THIRTEENTH AMENDED AND RESTATED JOINT FILING AGREEMENT ------------------------------------------------------ PURSUANT TO RULE 13d-1(k)(1) ---------------------------- This Thirteenth Amended and Restated Agreement is made pursuant to...Joint Filing Agreement • January 23rd, 2009 • Flag Luxury Riv LLC • Hotels & motels
This Thirteenth Amended and Restated Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Exhibit 10.43 TERMINATION AGREEMENT TERMINATION AGREEMENT (this "Agreement"), dated as of December 8, 2008, among Flag Luxury Riv, LLC, a Delaware limited liability company ("Flag"), Rivacq LLC, a Delaware limited liability company ("Rivacq"), and...Termination Agreement • December 11th, 2008 • Flag Luxury Riv LLC • Hotels & motels • New York
RECITALSTrust Agreement • October 15th, 2008 • Flag Luxury Riv LLC • Hotels & motels • Colorado
August 16, 2007 Syd Ghermezian Triple Five Investco, LLC. 9510 West Sahara, Suite 200 Las Vegas, Nevada 89117 Dear Mr. Ghermezian: Reference is made to the agreement dated March 21, 2007 between Riv Acquisition Holdings Inc. ("RAH"), Triple Five...Flag Luxury Riv LLC • August 16th, 2007 • Hotels & motels
Reference is made to the agreement dated March 21, 2007 between Riv Acquisition Holdings Inc. ("RAH"), Triple Five Investco LLC and Dominion Financial LLC (the "Agreement"). RAH hereby advises you that it is extending the Term (as defined in the Agreement) pursuant to section 2 of the Agreement for thirty days commencing on August 19, 2007. In consideration of such extension, RAH has already wired the amount of $173,547.29 to the account previously designated by you.
September 24, 2007 Syd Ghermezian Triple Five Investco LLC 9440 West Sahara, Suite 240 Las Vegas, Nevada 89117 Dear Mr. Ghermezian: Reference is made to the agreement dated March 21, 2007 among Riv Acquisition Holdings Inc. ("RAH"), Triple Five...Flag Luxury Riv LLC • September 25th, 2007 • Hotels & motels
Reference is made to the agreement dated March 21, 2007 among Riv Acquisition Holdings Inc. ("RAH"), Triple Five Investco LLC and Dominion Financial LLC (the "Agreement"). RAH hereby advises you that it elects to exercise the Option (as defined in the Agreement), and expects the Closing (as defined in the Agreement) to take place within three days of the date hereof pursuant to section 3 of the Agrement. In consideration of such exercise, RAH is prepared to wire at Closing the amount of $26,393,650 to the account designated by you.
EXECUTION VERSION STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this 31st day of May, 2007 (the "Effective Date"), by and among Arrow Partners LP, a Delaware limited partnership ("Arrow LP"), Arrow...Stock Purchase Agreement • June 1st, 2007 • Flag Luxury Riv LLC • Hotels & motels • New York
May 29, 2007 Rivacq LLC 591 West Putnam Avenue Greenwich, CT 06830 Attention: Barry Sternlicht RH1, LLC c/o Torino Companies 4445 Wagon Trail Avenue Las Vegas, NV 89118 Attention: Brett Torino Re: Allocation of Fee Under Option Agreement...Flag Luxury Riv LLC • June 5th, 2007 • Hotels & motels
This will confirm that (i) each of Flag Luxury Riv, LLC ("Flag") and Rivacq LLC ("Rivacq") contributed 50% (or $1,150,000) of the aggregate payment of $2,300,000 paid by RAH to T5 pursuant to the Option Agreement and, accordingly, (ii) each of Flag and Rivacq are entitled to the beneficial ownership of 50% of any shares of Riviera Holdings Corporation that RAH may acquire from T5 upon exercise of the option under the Option Agreement.
HIGH DESERT GAMING, LLC 900 N. Michigan Ave., Suite 1900 Chicago, IL 60611Flag Luxury Riv LLC • April 17th, 2007 • Hotels & motels
RIV ACQUISITION HOLDINGS INC. 650 Madison Avenue 15th Floor New York, New York 10022 September 16, 2007Flag Luxury Riv LLC • September 18th, 2007 • Hotels & motels
RIV ACQUISITION HOLDINGS INC. 650 Madison Avenue 15th Floor New York, New York 10022 July 18, 2007 Syd Ghermezian Triple Five Investco, LLC. 9510 West Sahara, Suite 200 Las Vegas, Nevada 89117 Dear Mr. Ghermezian: Reference is made to the agreement...Flag Luxury Riv LLC • July 19th, 2007 • Hotels & motels
Reference is made to the agreement dated March 21, 2007 among Riv Acquisition Holdings Inc. ("RAH"), Triple Five Investco LLC and Dominion Financial LLC (the "Agreement"). RAH hereby advises you that it is extending the Term (as defined in the Agreement) pursuant to section 2 of the Agreement for thirty days commencing on July 20, 2007. In consideration of such extension, RAH has already wired the amount of $173,547.29 to the account previously designated by you.
