Exhibit E
AMENDMENT NO. 2 TO OPTION AGREEMENT
This Amendment No. 2 (this "Amendment No. 2") to the Option Agreement,
dated as of July 10, 2002 (the "Option Agreement"), by and between Xxxxxx X.
Xxxxx ("Seller") and Xxxxx Hotels & Casino Resorts Holdings, L.P., a Delaware
limited partnership ("Buyer"), as amended by an Amendment thereto dated as of
December 26, 2002 ("Amendment No. 1"), is entered into as of December 18, 2003,
by and between Seller and Buyer.
WHEREAS, pursuant to the Option Agreement, Seller granted Buyer an
option (the "Option") to purchase from Seller 350,000 shares of Common Stock,
par value $0.001 per share ("Common Stock"), of Riviera Holdings Corporation, a
Nevada corporation ("RHC");
WHEREAS, pursuant to Amendment No. 1, the expiration date of the
Option was extended to December 31, 2003; and
WHEREAS, Seller and Buyer desire to extend the expiration date of the
Option to December 31, 2004.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendments.
(a) Section 2.1 of the Option Agreement shall be deleted in its
entirety and replaced with the following:
SECTION 2.1. The Option may be exercised by Buyer, in the manner
specified in Section 3 hereof, at any time after the date hereof and
prior to 5:00 p.m., New York City time, on December 31, 2004. Such
expiration date of the Option is referred to herein as the "Expiration
Date" and the period from the date hereof to the Expiration Date is
referred to as the "Option Period." The Option Period may be extended
by mutual agreement of the parties hereto.
2. Continuing Agreement. Except as expressly amended hereby, the
Option Agreement shall continue in full force and effect in accordance with the
provisions thereof.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but which all taken together
shall constitute one instrument.
4. Applicable Law. The validity of this Amendment, its construction,
interpretation and enforcement, and the rights of the parties hereunder, shall
be determined under and governed and construed in accordance with the applicable
law provisions contained in the Option Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 2 as of the day and year first above written.
SELLER:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
BUYER:
XXXXX HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: XXXXX HOTELS & CASINO RESORTS, INC.,
its General Partner
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Executive Vice President
and Corporate Treasurer
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