Exhibit 10.36
RIV ACQUISITION HOLDINGS INC.
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September 24, 2007
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Triple Five Investco LLC
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Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:
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.
RAH also advises you that, pursuant to section 6 of the Agreement, (i) RAH
assigns its right to receive 573,775 Shares (as defined in the Agreement) upon
exercise of the Option to Flag Luxury Riv, LLC ("FLR") and (ii) RAH assigns its
right to receive the remaining 573,775 Shares upon exercise of the Option to
Rivacq LLC ("Rivacq"). FRL and ▇▇▇▇▇▇'s brokers will be in touch with you and
your brokers to discuss the transfer of the aforementioned Shares at Closing.
[Signature Pages to Follow]
Sincerely,
RIV ACQUISITION HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Agreed and Accepted By:
TRIPLE FIVE INVESTCO LLC
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Manager
