Xxxxxxxxx Title. Vice President ------------------------ XXXXX FARGO BANK, N.A. By: Xxxxxxxx X. Xxxxx ------------------------ Xxxxxxxx X. Xxxxx, Vice President BANKBOSTON, N.A. By: Xxxxxx X. Xxxxxxx ------------------------ Xxxxxx X. Xxxxxxx, Vice President -82- CREDIT LYONNAIS LOS ANGELES BRANCH By: Xxxxxx X. Xxxxx ------------------------ Xxxxxx X. Xxxxx, First Vice President and Manager FLEET BANK N.A. By: Xxxx Xxxxxxxx ------------------------ Xxxx Xxxxxxxx, Senior Vice President FIRST SECURITY BANK, N.A. By: Xxxxx X. Xxxxxxxx ------------------------ Xxxxx X. Xxxxxxxx, Vice President ABN-AMRO BANK N.V. By: Xxxxxxx X. Xxxxxxxxx ------------------------ Title: Vice President ------------------ By: Xxxxxxx X. French ------------------------ Title: Group Vice President & Director -------------------------------- BANK OF HAWAII By: Xxxxxx X. Xxxxxxx, III ------------------------ Xxxxxx X. Xxxxxxx, III, Vice President XXXXXXXXXXX XX, XXX XXXXXXX BRANCH By: Christian Jagenberg -------------------------------- Christian Jagenberg, SVP and Manager By: Xxxxx Xxxxx -------------------------------- Xxxxx Xxxxx, Assistant Treasurer HIBERNIA NATIONAL BANK By: Xxxx X. Wales --------------------------------- Xxxx X. Wales, Vice President XXXXXXX XXXXX CAPITAL CORPORATION By: Xxxxx Xxxxxxxxx -------------------------------- Xxxxx Xxxxxxxxx Title: Managing Director ----------------------------- THE NORTHERN TRUST COMPANY By: Xxxx X. Xxxxx ---------------------- Title: Second Vice President ---------------------------- By: Xxxxx F.T. Xxxxxxx ------------------------- Title: Senior Vice President --------------------------- U.S. BANK NATIONAL ASSOCIATION -84- By: Xxxx Xxxxxxxx ----------------------------- Xxxx Xxxxxxxx, Vice President WHITNEY NATIONAL BANK By: Xxxx Xxxxxxxxx ---------------------------------- Xxxx Xxxxxxxxx, Vice President COMERICA WEST INCORPORATED By: Xxxx X. Xxxxxxx ------------------------------------ Xxxx X. Xxxxxxx, Account Officer FIRST AMERICAN NATIONAL BANK, operating as DEPOSIT GUARANTY NATIONAL BANK By: Xxxxx X. Xxxxxxxx --------------------- Xxxxx X. Xxxxxxxx, Senior Vice President FIRST TENNESSEE BANK NATIONAL ASSOCATION By: Xxx Xxxxx --------------------- Xxx Xxxxx Title: Vice President ------------------------- XXXXXXX BANK -85- By: Xxxx X. Xxxx ------------------------- Xxxx X. Xxxx, Senior Vice President TRUSTMARK NATIONAL BANK By: Xxxxxx Xxxx FVP ---------------------------------- Xxxxxx Xxxx, First Vice President THE PEOPLES BANK, BILOXI, MISSISSIPPI...
Xxxxxxxxx Title. President and Chief Executive Officer DISCOVERY ZONE (PUERTO RICO), INC. By: /s/ Xxxxx X. Xxxxxxxxx ----------------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer DISCOVERY ZONE LICENSING, INC. By: /s/ Xxxxx X. Xxxxxxxxx ----------------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer FIRSTAR BANK OF MINNESOTA, N.A., as Collateral Agent By: /s/ Xxxxx X. Xxxxxx, III ----------------------------------------------- Name: Xxxxx X. Xxxxxx, III Title: Vice President STATE OF NEW YORK ) )SS: COUNTY OF NEW YORK ) On the 17th day of July, 1998 before me personally came Xxxxx Xxxxxxxxx, to me known, who being by me duly sworn, did depose and say that he is the President and CEO of DISCOVERY ZONE (CANADA) LIMITED, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. /s/ Xxxxxxxxx Xxxxxx --------------------------------------------- Notary Public STATE OF NEW YORK ) )SS: COUNTY OF NEW YORK ) On the 17th day of July, 1998 before me personally came Xxxxx Xxxxxxxxx, to me known, who being by me duly sworn, did depose and say that he is the President of DISCOVERY ZONE (PUERTO RICO), INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. /s/ Xxxxxxxxx Xxxxxx --------------------------------------------- Notary Public STATE OF NEW YORK ) )SS: COUNTY OF NEW YORK ) On the 17th day of July, 1998 before me personally came Xxxxx Xxxxxxxxx, to me known, who being by me duly sworn, did depose and say that he is the President and CEO of DISCOVERY ZONE LICENSING, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. /s/ Xxxxxxxxx Xxxxxx --------------------------------------------- Notary Public SCHEDULE 3.1 UCC FILINGS
Xxxxxxxxx Title. Chairman and Chief Executive Officer The undersigned Optionee has reviewed, and hereby accepts and agrees to, the provisions of this letter agreement. /s/ Xxx X. Xxxxxx ----------------------------------- Signature of Optionee Xxx X. Xxxxxx ----------------------------------- Name of Optionee (please print) Address: c/o Schulte, Xxxx & Xxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx SCHEDULE A NOTICE OF EXERCISE OF OPTION TO: LIVENT INC. 000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Secretary Name of Optionee: ______________________ Address of Optionee: ______________________ ______________________ Date of Option Agreement ______________________ Number of Optioned Shares in respect of which Option is being exercised: ______________________ Aggregate Option Price: $______________________ The undersigned hereby notifies Livent Inc. (the "Corporation") of the undersigned's exercise, as detailed above, of the option granted by the Corporation pursuant to the above-referenced Option Agreement. ___________________________________ Signature of Optionee or of Legal Personal Representative of Optionee
Xxxxxxxxx Title. President The undersigned is executing this Second Amendment for the sole purpose of evidencing its contribution to the Partnership of the property and assets specified in the Contract in exchange for a Limited Partnership Interest including 123,155 Partnership Units, and its immediate withdrawal as a Partner in connection with the distribution of 20,857 Partnership Units to each of Blalxxx xxx Tofsky, and 83,441 Partnership Units to Senterra Corporation. SENTERRA REAL ESTATE GROUP, L.L.C., a Texas limited liability company By: /s/ NEIL X. XXXXXX ----------------------------------- Name: Neil X. Xxxxxx Title: President [EXHIBITS OMITTED] THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP (this "Third Amendment"), dated as of April 27, 1998, is entered into by and among Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the "General Partner") of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for each of the existing limited partners (the "Limited Partners") of the Partnership pursuant to Sections 2.4 and 14.1.B of the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of November 1, 1997, as amended by the First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of February 19, 1998, and the Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of March 2, 1998, hereinafter referred to as the "Effective Agreement."
Xxxxxxxxx Title. Senior Vice President
Xxxxxxxxx Title. President ------------------------------ EXHIBIT A SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is made and entered into this ____ day of _____, _____, by and between [COMPANY NAME] (hereinafter the "Company" or "Employer") and [EMPLOYEE NAME] ("Employee") (hereinafter collectively referred to as the "Parties"), and is made and entered into with reference to the following facts.
Xxxxxxxxx Title. Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Salomon Brothers Inc for itself and on behalf of BancAmerica Securities, Inc. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE I Principal Amount of Securities to PURCHASERS BE PURCHASED Salomon Brothers Inc $106,250,000 BancAmerica Securities, Inc. 18,750,000 Total $125,000,000 EXHIBIT A FORM OF INVESTMENT LETTER FOR INSTITUTIONAL ACCREDITED INVESTORS Rio Hotel & Casino, Inc. c/o IBJ Xxxxxxxx Bank and Trust Company, as Trustee Xxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Dear Sirs: In connection with our proposed purchase of $ aggregate principal amount of 9 1/2% Senior Subordinated Notes Due 2007 (the "Notes") of Rio Hotel & Casino, Inc., a Nevada corporation (the "Company"), we confirm that: 1. We understand that the Notes have not been registered under the Securities Act of 1933 (the "Securities Act"), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (y) that if we decide to resell, pledge or otherwise transfer such Notes within three years after the date of the original issuance of the Notes or if within three months after we cease to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company, such Notes may be resold, pledged or transferred only (i) to the Company, (ii) so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person whom we reasonably believe is a "qualified institutional buyer" (as defined in Rule 144A) ("QIB") that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Notes), (iii) in an offshore transaction in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Notes), (iv) to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (as indicated b...
Xxxxxxxxx Title. Director The undersigned hereby guarantees to Borrower the performance by Lender of all of its obligations under this Agreement. SECURITY SERVICES PLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Date: September 19, 1996 TABLE OF CONTENTS SECTION PAGE 1. DEFINITIONS..........................................................2
Xxxxxxxxx Title. Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANC ALEX. BROWX, XXC. as Initial Purchaser By: /s/ Sanjxx Xxxxx ----------------------------------------------- Name: Sanjxx Xxxxx Title: Director By: /s/ John X. Xxxxxxx XXX ----------------------------------------------- Name: John X. Xxxxxxx XXX Title: Managing Director BEAR, STEAXXX & XO. INC. as Initial Purchaser By: /s/ Jerrx Xxxxxx ----------------------------------------------- Name: Jerrx Xxxxxx Title: Senior Managing Director LEHMXX XXXTHERS INC. as Initial Purchaser By: /s/ P.J. Xxxxx ----------------------------------------------- Name: P.J. Xxxxx Title: Senior Vice President J.P. XXXXXX XXXURITIES INC. as Initial Purchaser By: /s/ John Xxxxxxxx Xxxhxxxxx ----------------------------------------------- Name: John Xxxxxxxx Xxxhxxxxx Title: Vice President UBS WARBURG LLC as Initial Purchaser By: /s/ Jeffxxx X. Xxxxxx ----------------------------------------------- Name: Jeffxxx X. Xxxxxx Title: Executive Director By: /s/ Samuxx X. Xxxxx ----------------------------------------------- Name: Samuxx X. Xxxxx Title: Associate Director
Xxxxxxxxx Title. President LIMITED PARTNERS: ---------------- /s/ Xxxxxx X. Xxxxxxxxx __________________________________________ /s/ L & J Realty Company __________________________________________ /s/ Xxxx Xxxxxxx __________________________________________ /s/ Xxxxxxx X. Xxxxxxxxx __________________________________________ RD Woonsocket, Inc. RD Abington, Inc. RD Missouri, Inc. RD Merrilville, Inc. RD Elmwood, Inc. RD Village, Inc. XX Xxxxxx, Inc. XX Xxxxxx, Inc. RD Townline, Inc. RD Whitegate, Inc. By: /s/ Xxxxxxx X. Xxxxxxxxx _____________________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President RD Properties, X.X. XX RD Properties, L.P. III RD Properties, X.X. XX By: /s/ Xxxx Xxxxxxx ____________________________________ Name: Xxxx Xxxxxxx Title: General Partner RD Properties, L.P. V By: RD New York LLC, General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: Member XX Xxxxxxxxxx Xxxxxxxxxx, L.P. By: RD Crossroads, Inc., General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx _______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President RD Soundview Associates, L.P. By: RD Soundview Associates, Inc., General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx ______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President RD Smithtown Associates, L.P. By: RD Smithtown Associates, Inc., General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx _____________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President Homkor Colony, L.P. By: Homkor Columbia, L.L.C., General Partner By: /s/ Xxxxx Xxxx ________________________________ Name: Xxxxx Xxxx Title: Manager Marley Associates Limited Partnership By: XX Xxxxxx, Inc., General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx ___________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President
