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EXHIBIT 2.3
FIRST AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"AMENDMENT") is dated as of February 17, 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 by and between the Company and Crescent ("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 Subsection 5.2(c). Subsection 5.2(c) of the
Merger Agreement is hereby amended by deleting such subsection in its entirety
and substituting for such subsection the following:
"(c) Each of the Company and Crescent will, or will cause
the appropriate party to, as soon as practicable after execution and
delivery of this Agreement and in a manner designed not to delay the
Closing, make all filings or submissions that may be required under
the HSR Act. Each of the Company and Crescent will, or will cause the
appropriate party to, promptly furnish to the other such necessary
information and reasonable assistance as the other may request in
connection with the preparation of any filing or submissions necessary
under the HSR Act. Without limiting the generality of the foregoing,
each of the Company and Crescent will promptly notify the other of the
receipt and content of any inquiries or requests for additional
information made by any Governmental Entity in connection therewith and
will, or will cause the appropriate party to, promptly (i) comply
with any such inquiry or request and (ii) provide the other with a
description of the information provided to any Governmental Entity with
respect to any such inquiry or request. In addition, each of the
Company and Crescent will keep the other apprised of the status of any
such inquiry or request."
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto authorized as
of the date first written above.
STATION CASINOS, INC.
By:
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Xxxxx X. Xxxxxxxxxxx
Executive Vice President, Chief Administrative
Officer and Chief Financial Officer
CRESCENT REAL ESTATE EQUITIES COMPANY
By:
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Name:
Title:
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