THE MERGER 1.1. The Merger..................................................... ................................ 2 1.2. Closing................................ ........................................................ 2 1.3. Effective Time....Merger Agreement • February 19th, 1997 • Red Lion California LTD Partnership • Hotels & motels • Delaware
November 4, 1996Underwriting Agreement • November 18th, 1996 • Red Lion California LTD Partnership • Hotels & motels
3 4 (b) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect....Shareholder Support Agreement • February 19th, 1997 • Red Lion California LTD Partnership • Hotels & motels • New York
EXHIBIT 2 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT dated as of September 1, 1997 (this "Agreement"), by GE Investment Management Incorporated ("GEIM"), GE Investment Hotel Partners I, Limited Partnership ("GEHOP" and together with...Stockholder Support Agreement • September 12th, 1997 • Red Lion California LTD Partnership • Hotels & motels • Delaware
2 3 2. Additional Eligible Securities. All references to "Eligible Securities" in the Existing Agreement shall be deemed to include, without limitation, all Exchange Shares and all New GEI Shares and, upon issuance, all GEI Warrant Shares. For...Incorporation and Registration Rights Agreement • February 19th, 1997 • Red Lion California LTD Partnership • Hotels & motels
1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1), we the undersigned agree that this Statement on Schedule 13D, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us. Dated: November 18, 1996...Joint Filing Agreement • February 19th, 1997 • Red Lion California LTD Partnership • Hotels & motels
