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EXHIBIT 2.04
THIRD AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is
dated as of June 26, 1998 and entered into by and between Station Casinos, Inc.,
a Nevada corporation (the "Company") and Crescent Real Estate Equities Company,
a Texas real estate investment trust ("Crescent"), with reference to that
certain Agreement and Plan of Merger, dated as of January 16, 1998, as amended,
by and between the Company and Crescent (the "Merger Agreement"). Capitalized
terms used in this Amendment without definition shall have the meanings set
forth in the Merger Agreement.
AMENDMENTS TO MERGER AGREEMENT
1.1 Amendment to Section 4.1(c). Section 4.1(c) of the Merger Agreement is
hereby amended by inserting the words "except as set forth in Section 1.1," at
the beginning of the first line thereof.
1.2 Amendment to Section 4.1(g). Section 4.1(g) of the Merger Agreement is
hereby amended by replacing the words "except as set forth in Section 5.23" at
the beginning of the first line thereof, with the words "except as set forth in
Sections 1.1 and 5.23".
1.3 Addition of Section 5.26. Article V of the Merger Agreement is hereby
amended by adding a new Section 5.26, as follows:
Section 5.26 Agreement to Designate Additional Parties to Merger
Agreement.
At any time prior to the Effective Time, Crescent shall have the right, by
written notice to the Company, to designate one or more corporations, a
majority of the capital stock of which shall be owned by Crescent, as
additional parties to this Agreement, for the limited purposes described in
this paragraph, and to designate that the shares of certain subsidiaries of
the Company shall be transferred by Crescent to such additional parties at
the Effective Time. Such written notice shall be effective as an amendment
to this Agreement for such limited purpose, shall be executed by such
additional parties solely in order to become parties to this Agreement for
such limited purpose, and shall grant to the additional parties the right
to acquire from Crescent, upon the Effective Time, the shares of the
subsidiaries so designated by Crescent.
1.4 Amendment to Section 8.5. Section 8.5 of the Merger Agreement is
hereby amended by deleting the last sentence thereof in its entirety and
substituting for such sentence the following:
Except as set forth in Sections 5.8, 5.13 and 5.20, this Agreement is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
1.5 Amendment to Section 8.7. Section 8.7 of the Merger Agreement is
hereby amended by deleting such section in its entirety and substituting for
such section the following:
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the
other parties; provided, that upon the merger of the Company into a wholly
owned subsidiary to be formed as a Delaware corporation ("Delaware
Station"), in accordance with Section 1.1 of this Agreement, Delaware
Station, as successor-in-interest to the Company, automatically will become
a party to this Agreement and succeed to all of the rights, interests and
obligations of the Company hereunder; and further provided, that upon the
merger of the Company into Delaware Station, (i) references herein and in
the Company's disclosure letter delivered in connection herewith to the
Company shall be deemed also to include a reference to Delaware Station,
(ii) references herein to the State of Nevada shall be deemed to include,
or be replaced with, as the context requires, a reference to the State of
Delaware, and (iii) references herein to the NGCL and the provisions
thereof shall be
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deemed to include, or be replaced with, as the context requires, a
reference to the corresponding provision or provisions of the Delaware
General Corporation Law, as amended; provided further, that the parties
hereto agree that prior to the twentieth day prior to such merger of the
Company and Delaware Station, the parties hereto shall have obtained
resolutions from their respective governing boards and the board of
directors and stockholders of Delaware Station approving, and the parties
hereto and Delaware Station shall have executed and delivered, an
assignment agreement assigning the rights and obligations of the Company
hereunder to Delaware Station, in a form constituting a merger agreement
between Delaware Station and Crescent for purposes of Delaware law.
1.6 Amendment to Exhibit B. Exhibit B to the Merger Agreement (as first
included in Exhibit B to the Second Amendment to the Agreement and Plan of
Merger) is hereby amended by deleting the last sentence of Paragraph 3 of
Exhibit B in its entirety and substituting for such sentence with the following:
The same number of unit purchase rights will entitle a holder to purchase
one unit of Crescent Real Estate Equities Limited Partnership for $62 1/4.
MISCELLANEOUS
2.1 Effect on Merger Agreement. On and after the date of this Amendment,
each reference in the Merger Agreement to "this Agreement," "hereunder,"
"hereof," "herein," or words of like import referring to the Merger Agreement
shall mean and be a reference to the Merger Agreement as amended by this
Amendment. Except as specifically amended by this Amendment, the Merger
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
2.2 Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STATION CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
Executive Vice President,
Chief Financial Officer
CRESCENT REAL ESTATE EQUITIES
COMPANY
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
SVP, Law
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