ANNEX A AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • August 21st, 2002 • Stratosphere Corp • Services-amusement & recreation services • Delaware
FIRST AMENDMENT TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC THIS FIRST AMENDMENT (this "Amendment") TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC (the "Operating Agreement") made as of this 4th day of November, 2002, by and among...Operating Agreement • November 22nd, 2002 • Stratosphere Corp • Services-amusement & recreation services
AND RELEASESettlement Agreement • April 1st, 1998 • Stratosphere Corp • Operative builders
RECITALSSeparation Agreement • March 31st, 1997 • Stratosphere Corp • Operative builders • Nevada
FORM OF ADVANCE REQUEST ADVANCE REQUESTParticipation Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders
Loan Agreement EXHIBIT B TO PARTICIPATION AGREEMENT FORM OF LOAN AGREEMENT dated as of May 28, 1999Loan Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders
among STRATOSPHERE GAMING CORP., as Lessee, STRATOSPHERE CORPORATION, as Guarantor,Participation Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders
LEASE AGREEMENT EXHIBIT A TO PARTICIPATION AGREEMENT FORM OF LEASE AGREEMENT dated as of May 28, 1999Lease Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders • Nevada
andRestructuring Agreement • January 7th, 1997 • Stratosphere Corp • Operative builders • Nevada
1 EXHIBIT I TO PARTICIPATION AGREEMENT [FORM OF BILL OF SALE] Stratosphere Gaming Corp., a Nevada corporation ("Seller"), is the owner of certain items of equipment and other personal property described on Schedule I hereto (together with all repairs,...Bill of Sale • August 10th, 1999 • Stratosphere Corp • Operative builders
WITNESSETH:Severance Agreement • November 13th, 1996 • Stratosphere Corp • Operative builders
RECITALSFunding Agreement • November 13th, 1996 • Stratosphere Corp • Operative builders • Nevada
EXHIBIT K TO PARTICIPATION AGREEMENT FORM OF INVESTOR'S LETTER INVESTOR'S LETTERParticipation Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders
WITNESSETH:Severance Agreement • March 31st, 1997 • Stratosphere Corp • Operative builders
AGREEMENTExecutive Employment Agreement • March 17th, 1999 • Stratosphere Corp • Operative builders • Nevada
AGREEMENTSenior Executive Retention Agreement • March 25th, 1998 • Stratosphere Corp • Operative builders • Nevada
September 27, 1996 STRATOSPHERE CORPORATION 2000 Las Vegas Boulevard South Las Vegas, Nevada 89104 Attn: Andrew S. Blumen Gentlemen: This letter sets forth certain understandings between Grand Casinos, Inc. ("Grand") and Stratosphere Corporation...Letter Agreement • November 13th, 1996 • Stratosphere Corp • Operative builders
This letter sets forth certain understandings between Grand Casinos, Inc. ("Grand") and Stratosphere Corporation ("Stratosphere") regarding amounts owed by Stratosphere to Grand and amounts which will be loaned or refunded by Grand to Stratosphere.
SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement ("SETTLEMENT AGREEMENT") and release is entered into by and between the parties identified below, and on the dates identified below, and is intended to resolve the matters and disputes between...Settlement Agreement • August 7th, 1998 • Stratosphere Corp • Operative builders
EXHIBIT 99.2 AMENDED AND RESTATED INVESTMENT AND REORGANIZATION AGREEMENTInvestment and Reorganization Agreement • June 26th, 1997 • Stratosphere Corp • Operative builders • Nevada
W I T N E S S E T H:Standstill and Amendment Agreement • November 13th, 1996 • Stratosphere Corp • Operative builders • New York
EXHIBIT G TO PARTICIPATION AGREEMENT LANDLORD WAIVER AND CONSENT First Security Trust Company of Nevada, not in its individual capacity, but solely as Trustee, 530 Las Vegas Boulevard South Las Vegas, Nevada 89101 Attention: Corporate Trust Services...Landlord Waiver and Consent • August 10th, 1999 • Stratosphere Corp • Operative builders
OFMembers' Agreement • March 17th, 1999 • Stratosphere Corp • Operative builders • Delaware
EXHIBIT C TO PARTICIPATION AGREEMENT FORM OF TRUST AGREEMENT dated as of May 28, 1999Trust Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders • Nevada
EXHIBIT E TO PARTICIPATION AGREEMENT FORM OF GUARANTY dated as of May 28, 1999Guaranty • August 10th, 1999 • Stratosphere Corp • Operative builders • Nevada
1 SECURITY AGREEMENTSecurity Agreement • August 10th, 1999 • Stratosphere Corp • Operative builders • Nevada
EXHIBIT J TO PARTICIPATION AGREEMENT FORM OF CERTIFICATE OF ACCEPTANCE OF LESSEE TO: Heller Financial Leasing, Inc. as Agent ("Agent") pursuant to that certain Participation Agreement, dated as of May 28, 1999, among Stratosphere Gaming Corp., a...Certificate of Acceptance • August 10th, 1999 • Stratosphere Corp • Operative builders
