EXHIBIT 3
Exhibit 3-1. Agreement Of Phoenix Partners, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-2. Agreement of MW Management, L.L.C., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-3. Agreement of Betje Partners, L.P., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-4. Amendment to The Investment Advisory Agreement Dated January 1,
1988, to Limit Decision-Making for Elsinore Corporation and The Four Queens,
Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-5. Resolution By Unanimous Written Consent Of The Board Of
Directors of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-6. Agreement of Morgens Waterfall Income Partners to Limit All
Decision-Making for Elsinore Corporation and The Four Queens, Inc. solely to
Xxxx X. "Xxxxx" Waterfall
Exhibit 3-7. Agreement of MW Capital, L.L.C., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-8. Agreement of Restart Partners, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-9. Agreement of Prime Group, L.P. to Limit All Decision-Making for
Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-10. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-11. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making For Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Page 36 of 112 Pages
Exhibit 3-12. Agreement Of Restart Partners II, L.P. To Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-13. Agreement Of Prime Group II, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-14. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-15. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making For Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-16. Agreement Of Restart Partners III, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-17. Agreement Of Prime Group III L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-18. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-19. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-20. Agreement Of Restart Partners IV, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-21. Agreement Of Prime Group IV, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-22. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-23. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Page 37 of 112 Pages
Exhibit 3-24. Agreement Of Restart Partners V, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-25. Agreement Of Prime Group V, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to Xxxx X. "Xxxxx"
Waterfall
Exhibit 3-26. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-27. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-28. Investment Management Agreement Between The Common Fund and
Morgens, Waterfall, Vintiadis & Company, Inc.
Exhibit 3-29. Amendment to The Investment Management Agreement Dated December
1, 1991, to Limit Decision-Making for Elsinore Corporation and The Four
Queens, Inc., solely to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-30. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to Xxxx X.
"Xxxxx" Waterfall
Exhibit 3-31. Agreement Of MWV Employee Retirement Plan Group Trust to Limit
All Decision-Making for Elsinore Corporation and The Four Queens Inc. solely
to Xxxx X. "Xxxxx" Waterfall
Exhibit 3-32. Certificate of Xxxxx X. Xxxxxxx
Page 38 of 112 Pages
EXHIBIT 3-1
AGREEMENT OF PHOENIX PARTNERS, L.P.
TO LIMIT ALL DECISION-MAKING
FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, PHOENIX
PARTNERS, L.P., a New York Limited Partnership ("Phoenix"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
Phoenix Partnership Agreement is vested exclusively with MW MANAGEMENT,
L.L.C., a Delaware Limited Liability Company ("MWM, L.L.C."), as its General
Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWM, L.L.C., and to make decisions with regard to
the management of MWM, L.L.C., pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW MANAGEMENT, L.L.C., is vested exclusively in
its Managing Members, Xxxxx Xxxxxxx and Xxxx X. "Xxxxx" Waterfall;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Phoenix;
WHEREAS, Phoenix has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxxx Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Phoenix agrees as follows:
1. That with respect to any investment interests ("Interest") of
Phoenix, that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by Phoenix involving Elsinore shall be
made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 39 of 112 Pages
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Phoenix involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Phoenix, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PHOENIX PARTNERS, L.P.,
a New York Limited Partnership
By: MW MANAGEMENT, L.L.C.
a Delaware Limited Liability
Company, and General Partner of
PHOENIX PARTNERS, L.P.
/s/ Xxxxx Xxxxxxx
_________________________________
By: Xxxxx Xxxxxxx
Its: Managing Member
/s/ Xxxx X. "Xxxxx" Waterfall
_________________________________
By: Xxxx X. "Xxxxx" Waterfall
Its: Managing Member
Page 40 of 112 Pages
EXHIBIT 3-2
AGREEMENT OF MW MANAGEMENT, L.L.C.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE
FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, PHOENIX
PARTNERS, L.P., a New York Limited Partnership ("Phoenix"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
Phoenix Partnership Agreement is vested exclusively with MW MANAGEMENT,
L.L.C., a Delaware Limited Liability Company ("MWM, L.L.C."), as its General
Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWM, L.L.C., and to make decisions with regard to
the management of MWM, L.L.C. pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW MANAGEMENT, L.L.C., is vested exclusively in
its Managing Members, Xxxxx Xxxxxxx and Xxxx X. "Xxxxx" Waterfall;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWM, L.L.C.;
WHEREAS, MWM, L.L.C., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxxx Waterfall;
NOW WHEREFORE, in consideration for a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWM, L.L.C., agrees as follows:
1. That with respect to any investment interests ("Interest") of MWM,
L.L.C., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWM, L.L.C., involving Elsinore,
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
Page 41 of 112 Pages
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWM, L.L.C. involving
Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with MWM, L.L.C., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
MW MANAGEMENT, L.L.C.,
a Delaware Limited Liability Company
/s/ Xxxxx Xxxxxxx
_________________________________
By: Xxxxx Xxxxxxx
Its: Managing Member
/s/ Xxxx X. "Xxxxx" Waterfall
_________________________________
By: Xxxx X. "Xxxxx" Waterfall
Its: Managing Member
Page 42 of 112 Pages
EXHIBIT 3-3
AGREEMENT OF BETJE PARTNERS
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, Betje Partners,
a New York Limited Partnership ("Betje"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to an Investment Advisory Agreement dated January 1,
1988, the General Partner of Betje, Zanvyl Xxxxxxx, has granted full power and
authority to make investment decisions and to enter into, make and perform all
contracts and other undertakings to carry out such investment objectives on
behalf of Betje to Morgens, Waterfall, Vintiadis & Company, Inc. ("MWV,
Inc.");
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Betje;
WHEREAS, Betje has agreed to limit all Decision-Making (as defined herein) for
Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Betje agrees as follows:
1. That with respect to any investment interests ("Interest") of Betje,
that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director, trustee or
partner to be actively and directly engaged in the administration or
supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by Betje involving Elsinore shall be
made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 43 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Betje involving
Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Betje, or sell his interest
therein, he shall immediately notify the Board and the Commission, and cause
his successor to file appropriate Nevada gaming applications with the Board
and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
Betje Partners,
a New York Limited Partnership
/s/ Zanvyl Xxxxxxx
_________________________________
By: Zanvyl Xxxxxxx,
Its: General Partner
Page 44 of 112 Pages
EXHIBIT 3-4
AMENDMENT TO THE INVESTMENT
ADVISORY AGREEMENT DATED JANUARY 1, 1988, TO LIMIT DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX "XXXXX" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, Betje Partners,
a New York Limited Partnership ("Betje"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to an Investment Advisory Agreement dated January 1,
1988, the General Partner of Betje, Zanvyl Xxxxxxx, has granted full power and
authority to make investment decisions and to enter into, make and perform all
contracts and other undertakings to carry out such investment objectives on
behalf of Betje to Morgens, Waterfall, Vintiadis & Company, Inc. ("MWV,
Inc.");
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agrees as follows:
1. That with respect to any investment interests ("Interest") of MWV,
Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWV, Inc., involving Elsinore shall
be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 45 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other
subsidiary or affiliated company of Elsinore as well as any potential
investment opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Advisory Agreement dated January 1, 1988, shall
continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
Betje Partners,
a New York Limited Partnership
/s/ Zanvyl Xxxxxxx
_________________________________
By: Zanvyl Xxxxxxx
Its: General Partner
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Xxxxx Xxxxxxx
_________________________________________
By: Xxxxx Xxxxxxx
Its: Chairman of the Board of Directors
Page 46 of 112 Pages
EXHIBIT 3-5
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
TO LIMIT GAMING RELATED DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreement and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("MWV, Inc.");
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined herein)
for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of the Fund, that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by the Fund involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 47 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with the Fund, or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, is
hereby authorized to agree to and execute that Amendment to the Investment
Management Agreement dated January 1, 1988 to Limit Decision-Making for
Elsinore Corporation and the Four Queens, Inc., solely to Xxxx X. "Xxxxx"
Waterfall on behalf of the Fund.
5. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
6. RESOLVED, the undersigned, being all of the Directors of the Fund,
do hereby unanimously take, and adopt, the above resolution in Sections 1, 2,
3, 4 and 5 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
_________________________________
Xxxxx Xxxxxxx, Director
/s/ Xxxx X. "Xxxxx" Waterfall
__________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 48 of 112 Pages
EXHIBIT 3-6
AGREEMENT OF MORGENS WATERFALL INCOME PARTNERS TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, MORGENS
WATERFALL INCOME PARTNERS, a New York limited partnership ("MWIP"), may
acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four
Queens, Inc. ("FQI");
WHEREAS, the management of MWIP, pursuant to Section 4.01 of the MORGENS
WATERFALL INCOME PARTNERS LIMITED PARTNERSHIP AGREEMENT, is vested exclusively
in the General Partners. Xxxxx Xxxxxxx and Xxxx X. "Xxxxx" Waterfall are
named as the General Partners of MWIP.
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWIP;
WHEREAS, MWIP has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWIP agrees as follows:
1. That with respect to any investment interests ("Interest") of MWIP,
that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director, trustee or
partner to be actively and directly engaged in the administration or
supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWIP involving Elsinore shall be
made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 49 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h .Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWIP involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with MWIP, or sell his interest
therein, he shall immediately notify the Board and the Commission, and cause
his successor to file appropriate Nevada gaming applications with the Board
and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
MORGENS WATERFALL INCOME PARTNERS
/s/ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx
Its: General Partner
/s/ Xxxx X. "Xxxxx" Waterfall
__________________________________
By: Xxxx X. "Xxxxx" Waterfall
Its: General Partner
Page 50 of 112 Pages
EXHIBIT 3-7
AGREEMENT OF MW CAPITAL, L.L.C.
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE
FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, MORGENS
WATERFALL INCOME PARTNERS, L.P., a New York Limited Partnership ("Phoenix"),
may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the
Four Queens, Inc. ("FQI").
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
MORGENS WATERFALL INCOME PARTNERS SECOND AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT dated JANUARY 1, 1997 is vested exclusively with MW
CAPITAL, L.L.C., a Delaware Limited Liability Company ("MWC, L.L.C."), as its
General Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWC, L.L.C., and to make decisions with regard to
the management of MWC, L.L.C. pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW CAPITAL, L.L.C., is vested exclusively in
its Managing Members, Xxxxx Xxxxxxx and Xxxx X. "Xxxxx" Waterfall;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all
Decision-Making (as defined herein) for Elsinore and FQI on behalf of MWC,
L.L.C.;
WHEREAS, MWC, L.L.C., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Xxxxx Waterfall;
NOW WHEREFORE, in consideration for a receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWC, L.L.C. agrees as follows:
1. That with respect to any investment interest ("Interest") of
MWC, L.L.C., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. That any decisions or actions by MWC, L.L.C., involving
Elsinore, shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 51 of 112 Pages
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as
any potential investment opportunity for Elsinore or its
subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated
company of Elsinore;
i. Any decision to liquidate any Interest of MWC, L.L.C.
involving Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of
Elsinore and FQI. (Section 1 and 2 herein are collectively
referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or
should Xxxx X. "Xxxxx" Waterfall resign his position with MWC, L.L.C., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement:
EFFECTIVE THIS 28th day of February, 1997.
MW CAPITAL, L.L.C., a Delaware Limited
Liability Company
/s/ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx
Its: Managing Member
/s/ Xxxx X. "Xxxxx" Waterfall
__________________________________
By: Xxxx X. "Xxxxx" Waterfall
Its: Managing Member
Page 52 of 112 Pages
EXHIBIT 3-8
AGREEMENT OF RESTART PARTNERS, L.P.,
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart;
WHEREAS, Restart has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license from
the Nevada Gaming Control Board (the "Board") and the Nevada Gaming Commission
(the "Commission") for Elsinore and FQI, and other good and valuable
consideration, Restart agrees as follows:
Page 53 of 112 Pages
1. That with respect to any investment interests ("Interest") of
Restart, that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. Any decisions or actions by Restart involving Elsinore shall be
made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies,
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Restart involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 54 of 112 Pages
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or
should Xxxx X. "Xxxxx" Waterfall resign his position with Restart, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS, L.P.
By: PRIME GROUP, L.P., the General
Partner of RESTART PARTNERS, L.P.
\s\ Xxxxx Xxxxxxx
------------------------------------
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors of
Prime, Inc., the General Partner of
PRIME GROUP, L.P.
Page 55 of 112 Pages
EXHIBIT 3-9
AGREEMENT OF PRIME GROUP, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS., L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, L.P.;
WHEREAS, Prime, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime, L.P., agrees as follows:
Page 56 of 112 Pages
1. That with respect to any investment interests ("Interest") of
Prime, L.P., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Prime, L.P., involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Prime, L.P. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 57 of 112 Pages
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or
should Xxxx X. "Xxxxx" Waterfall resign his position with Prime, L.P., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP, L.P.
\s\ Xxxxx Xxxxxxx
------------------------------------
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors of
Prime, Inc., the General Partner of
PRIME GROUP, L.P.
Page 58 of 112 Pages
EXHIBIT 3-10
RESOLUTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF PRIME, INC.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI")
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner.
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, Pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
Page 59 of 112 Pages
1. RESOLVED, that with respect to any investment interests
("Interest") of Prime, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only
officer, director, trustee or partner to be actively and directly engaged in
the administration or supervision of, or have any significant involvement with
the activities of Elsinore or its gaming subsidiary, FQ1, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to
as "Decision-Making").
Page 60 of 112 Pages
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become
incapacitated or should Xxxx X. "Xxxxx" Waterfall resign his position with
Prime, Inc., or sell his interest therein, he shall immediately notify the
Board and the Commission, and cause his successor to file appropriate Nevada
gaming applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors,
is hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP, L.P., TO
LIMIT ALL DECISION MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL.
5. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors,
on behalf of Prime, Inc., as the General Partner of PRIME GROUP, L.P., which
is the General Partner of RESTART PARTNERS, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
XXXX X. "XXXXX" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one
or more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
\s\ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, Director
\s\ Xxxx X. "Xxxxx" Waterfall
------------------------------------
Xxxx X. "Xxxxx" Waterfall, Director
Page 61 of 112 Pages
EXHIBIT 3-11
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.
AS THE MANAGER OF RESTART PARTNERS, L.P.
TO LIMIT DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
Page 62 of 112 Pages
1. RESOLVED, that with respect to any investment interests
("Interest") of MWV, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only
officer, director, trustee or partner to be actively and directly engaged in
the administration or supervision of, or have any significant involvement with
the activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 63 of 112 Pages
RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated or
should Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that this Resolution may be executed by facsimile and in
one or more counterparts, each of which shall have the full force and effect
of an original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MVN,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997
\s\ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, Director
\s\ Xxxx X. "Xxxxx" Waterfall
------------------------------------
Xxxx X. "Xxxxx" Waterfall, Director
Page 64 of 112 Pages
EXHIBIT 3-12
AGREEMENT OF RESTART PARTNERS II, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart II;
WHEREAS, Restart II has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart II agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart II, that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart II involving Elsinore shall
be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 65 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart II, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Restart II, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS II, L.P.
By: PRIME GROUP II, L.P.,
the General Partner of RESTART
PARTNERS II, L.P.
\s\ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP II, L.P.
Page 66 of 112 Pages
EXHIBIT 3-13
AGREEMENT OF PRIME GROUP II, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime II, L.P.;
WHEREAS, Prime II, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime II, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
II, L.P., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime II, L.P., involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 67 of 112 Pages
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart II, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Prime II, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP II, L.P.
\s\ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP II, L.P.
Page 68 of 112 Pages
EXHIBIT 3-14
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 69 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP II, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP II,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO XXXX X. "XXXXX" WATERFALL.
5. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP II, L.P., which
is the General Partner of RESTART PARTNERS II, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS II, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
XXXX X. "XXXXX" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 70 of 112 Pages
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
\s\ Xxxxx Xxxxxxx
__________________________________
Xxxxx Xxxxxxx, Director
\s\ Xxxx X. "Xxxxx" Waterfall
__________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 71 of 112 Pages
EXHIBIT 3-15
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS II, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
Page 72 of 112 Pages
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28 day of February, 1997.
\s\ Xxxxx Xxxxxxx
__________________________________
Xxxxx Xxxxxxx, Director
\s\ Xxxx X. "Xxxxx" Waterfall
__________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 73 of 112 Pages
EXHIBIT 3-16
AGREEMENT OF RESTART PARTNERS III, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart III;
WHEREAS, Restart III has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart III agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart III, that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart III involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 74 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart III, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Restart III, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS III, L.P.
By: PRIME GROUP III, L.P.,
the General Partner of RESTART
PARTNERS III, L.P.
/s/ Xxxxx Xxxxxxx
______________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP III, L.P.
Page 75 of 112 Pages
EXHIBIT 3-17
AGREEMENT OF PRIME GROUP III, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime III, L.P.;
WHEREAS, Prime III, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime III, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
III, L.P., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime III, L.P., involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 76 of 112 Pages
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart III, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Prime III, L.P., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP III, L.P.
/s/ Xxxxx Xxxxxxx
______________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP III, L.P.
Page 77 of 112 Pages
EXHIBIT 3-18
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 78 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP III, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP III,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO XXXX X. "XXXXX" WATERFALL.
5. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP III, L.P., which
is the General Partner of RESTART PARTNERS III, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS III, L.P., TO LIMIT
ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY
TO XXXX X. "XXXXX" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 79 of 112 Pages
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
______________________________________
By: Xxxxx Xxxxxxx,
/s/ Xxxx X. "Xxxxx" Waterfall
______________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 80 of 112 Pages
EXHIBIT 3-19
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS III, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
Page 81 of 112 Pages
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
______________________________________
Xxxxx Xxxxxxx, Director
/s/ Xxxx X. "Xxxxx" Waterfall
______________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 82 of 112 Pages
EXHIBIT 3-20
AGREEMENT OF RESTART PARTNERS IV, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart IV;
WHEREAS, Restart IV has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart IV agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart IV, that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart IV involving Elsinore shall
be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 83 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart IV, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Restart IV, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS IV, L.P.
By: PRIME GROUP IV, L.P.,
the General Partner of RESTART
PARTNERS IV, L.P.
/s/ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP IV, L.P.
Page 84 of 112 Pages
EXHIBIT 3-21
AGREEMENT OF PRIME GROUP IV, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime IV, L.P.;
WHEREAS, Prime IV, L.P., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime IV, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
IV, L.P., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime IV, L.P., involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 85 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime IV, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Prime IV, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP IV, L.P.
/s/ Xxxxx Xxxxxxx
__________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP IV, L.P.
Page 86 of 112 Pages
EXHIBIT 3-22
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart IV, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 87 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP IV, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP IV,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO XXXX X. "XXXXX" WATERFALL.
5. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP IV, L.P., which
is the General Partner of RESTART PARTNERS IV, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS IV, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
XXXX X. "XXXXX" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 88 of 112 Pages
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
__________________________________
Xxxxx Xxxxxxx, Director
/s/ Xxxx X. "Xxxxx" Waterfall
_____________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 89 of 112 Pages
EXHIBIT 3-23
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS IV, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS,
INC. SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart IV, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 90 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 91 of 112 Pages
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
__________________________________
Xxxxx Xxxxxxx, Director
/s/ Xxxx X. "Xxxxx" Waterfall
_____________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 92 of 112 Pages
EXHIBIT 3-24
AGREEMENT OF RESTART PARTNERS V, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart V;
WHEREAS, Restart V has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart V agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart V, that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Restart V involving Elsinore shall
be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 93 of 112 Pages
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart V, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Restart V, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS V, L.P.
By: PRIME GROUP V, L.P.,
the General Partner of RESTART
PARTNERS V, L.P.
/s/ Xxxxx Xxxxxxx
_____________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP V, L.P.
Page 94 of 112 Pages
EXHIBIT 3-25
AGREEMENT OF PRIME GROUP V, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime V, L.P.;
WHEREAS, Prime V, L.P., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime V, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
V, L.P., that Xxxx X. "Xxxxx" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime V, L.P., involving Elsinore
shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 95 of 112 Pages
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime V, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should Xxxx X. "Xxxxx" Waterfall become incapacitated or should
Xxxx X. "Xxxxx" Waterfall resign his position with Prime V, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP V, L.P.
/s/ Xxxxx Xxxxxxx
_____________________________________
By: Xxxxx Xxxxxxx,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP V, L.P.
Page 96 of 112 Pages
EXHIBIT 3-26
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart V, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 97 of 112 Pages
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP V, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP V, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS,
INC., SOLELY TO XXXX X. "XXXXX" WATERFALL.
5. RESOLVED, that Xxxxx Xxxxxxx, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP V, L.P., which is
the General Partner of RESTART PARTNERS V, L.P., is hereby authorized to agree
to and execute that AGREEMENT OF RESTART PARTNERS V, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
XXXX X. "XXXXX" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 98 of 112 Pages
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Xxxxx Xxxxxxx
_____________________________________
Xxxxx Xxxxxxx, Director
/s/ Xxxx X. "Xxxxx" Waterfall
_____________________________________
Xxxx X. "Xxxxx" Waterfall, Director
Page 99 of 112 Pages
EXHIBIT 3-27
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS V, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.
SOLELY TO XXXX X. "XXXXX" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart V, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, Xxxx X. "Xxxxx" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Xxxx X. "Xxxxx" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that Xxxx X. "Xxxxx" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by Xxxx X. "Xxxxx" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 100 of 112 Pages
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should Xxxx X. "Xxxxx" Waterfall become incapacitated
or should Xxxx X. "Xxxxx" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Edwin Morgens
_____________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 101 of 112 Pages
EXHIBIT 3-28
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT DATED
DECEMBER 1, 1991, TO LIMIT DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreements and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("the Fund");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agree as follows:
1. That with respect to any investment interests ("Interest") of the
Fund, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by the Fund involving Elsinore,
including but not limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 102 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Fund or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Management Agreement dated December 1, 1991,
shall continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
THE COMMON FUND,
a New York Non-Profit Corporation
____________________________________
By: ___________________
Its: ___________________
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens
Its: Chairman of the Board of Directors
Page 103 of 112 Pages
EXHIBIT 3-29
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT DATED
DECEMBER 1, 1991, TO LIMIT DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreements and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("the Fund");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agree as follows:
1. That with respect to any investment interests ("Interest") of the
Fund, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by the Fund involving Elsinore,
including but not limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 104 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Fund or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Management Agreement dated December 1, 1991,
shall continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
THE COMMON FUND,
a New York Non-Profit Corporation
____________________________________
By: ___________________
Its: ___________________
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens
Its: Chairman of the Board of Directors
Page 105 of 112 Pages
EXHIBIT 3-30
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
TO LIMIT GAMING RELATED DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreement and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("MWV, Inc.");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined herein)
for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of the Fund, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by the Fund involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 106 of 112 Pages
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with the Fund, or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized to agree to and execute that Amendment to the Investment
Management Agreement dated January 1, 1988 to Limit Decision-Making for
Elsinore Corporation and the Four Queens, Inc., solely to John C. "Bruce"
Waterfall on behalf of the Fund.
5. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
6. RESOLVED, the undersigned, being all of the Directors of the Fund,
do hereby unanimously take, and adopt, the above resolution in Sections 1, 2,
3, 4 and 5 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
_____________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 107 of 112 Pages
EXHIBIT 3-31
AGREEMENT OF THE MWV EMPLOYEE RETIREMENT PLAN GROUP TRUST
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, THE MWV EMPLOYEE
RETIREMENT PLAN GROUP TRUST, a New York Trust ("Trust"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the Trust was established by and continues to be administered
by the undersigned Trustees;
WHEREAS, pursuant to Section 4.1(i) of the Trust, the Investment powers
and duties of the undersigned Trustees of the Trust, include to enter into,
make and perform any other contract, agreements or other undertakings as it
may deem advisable in investing or reinvesting the assets of the Trust. In
addition, Section 4.1(y) of the Trust permits the undersigned Trustees
generally to do all acts whether or not expressly authorized which the
Trustees deem necessary and desirable for the protection of the Trust funds.
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Trustees;
WHEREAS, the Trustees have agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, the Trustees agree as follows:
1. That with respect to any investment interests ("Interest") of the
Trust, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by the Trustees involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 108 of 112 Pages
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Trust involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Trust, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. The Trust reserves the right pursuant to this Agreement, but only if
it is necessary to, pursuant to Section 4.1(o) to retain John C. "Bruce"
Waterfall as an Investment Manager or subadviser or submanager of the
Investment Manager solely for the purposes provided in Sections 1, 2 and 3 of
this Agreement.
5. Under no circumstances shall this Agreement be considered an
amendment of the Trust pursuant to Section 7.1 of the Trust or otherwise.
6. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 109 of 112 Pages
EFFECTIVE this 28th day of February, 1997.
MWV EMPLOYEE RETIREMENT GROUP TRUST,
BY AND THROUGH ITS TRUSTEES:
/s/ David A. Ericson
_____________________________________
David Ericson, Trustee
/s/ Daniel M. Levinson
_____________________________________
Dan Levinson, Trustee
/s/ John Raphael
_____________________________________
John C. Raphael, Trustee
/s/ Joann McNiff
_____________________________________
Joann McNiff, Trustee
/s/ Stephanie E. Catlett
_____________________________________
Stephanie Catlett, Trustee
Page 110 of 112 Pages
EXHIBIT 3-32
CERTIFICATE OF EDWIN H. MORGENS
Whereas, Edwin H. Morgens, (the "Undersigned"), serves as the Chairman
of the Board of Morgens, Waterfall, Vintiadis & Co., a New York Corporation;
and
Whereas, the Undersigned also serves in such capacities, including,
officer, director, trustee or partner of entities which act as investment
managers for the companies listed in Schedule A attached hereto; and
Whereas, among the investments made from the managed assets in these
portfolios is the ownership of bonds of Elsinore Corporation ("Elsinore")
which bonds shall be exchanged in part for voting securities of a reorganized
Elsinore on the effective date of the Plan of Reorganization; and
Whereas, the Undersigned does not intend to become actively and directly
engaged in the administration or supervision of, or have any other significant
involvement with, the activities of Elsinore or the gaming activities of its
subsidiaries or affiliated or intermediary companies; and
Whereas, the Undersigned warrants and represents to the Nevada Gaming
Control Board and Nevada Gaming Commission that until such time as he shall
receive the requisite gaming approvals, all such decisions or actions
involving Elsinore, shall be made solely by Bruce Waterfall.
Dated this 3rd day of February, 1997.
/s/ Edwin H. Morgens
-----------------------------------
Edwin H. Morgens
Page 111 of 112 Pages
