{"id":43695,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-mgm-grand-inc-and-purchasers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-mgm-grand-inc-and-purchasers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-mgm-grand-inc-and-purchasers.html","title":{"rendered":"Stock Purchase Agreement – MGM Grand Inc. and Purchasers"},"content":{"rendered":"\n STOCK PURCHASE AGREEMENT\n\n\n This STOCK PURCHASE AGREEMENT (this \"Agreement\") is entered into\nas April 14, 2000 by and between MGM GRAND, INC., a Delaware corporation\n(the \"Company\"), and the persons whose names appear as signatories on the\nsignature pages hereto (collectively, the \"Purchasers\"). The Company and\nthe Purchasers are referred to collectively herein as the \"Parties\".\n\n PRELIMINARY STATEMENT\n\n On the terms and conditions set forth in this Agreement, the\nPurchasers desire to purchase, and the Company desires to issue and sell to\nthe Purchasers, the number of shares of common stock of the Company, par\nvalue $0.01 (\"Common Stock\") equal to the aggregate of the numbers of such\nshares listed on the signature pages hereto (the \"Shares\"), at a purchase\nprice of $26.50 per Share (the \"Per Share Price\"), with each Purchaser to\npurchase the number of Shares set forth on such Purchaser's signature page\nhereto (such number of Shares set forth on such signature page being\nreferred to herein as such Purchaser's \"Allocated Shares\").\n\n AGREEMENT\n\nIn consideration of the mutual promises, covenants and conditions\nhereinafter set forth, the Parties hereto mutually agree as follows:\n\n Authorization and Sale of the Shares.\n\n Basic Transaction. Subject to the terms and conditions hereof,\non a \"delivery against payment\" basis at the Closing (as defined herein),\nthe Company will issue and sell to each Purchaser, and each Purchaser will\npurchase from the Company, such Purchaser's Allocated Shares for the\naggregate price appearing on such Purchaser's signature page hereto (such\naggregate purchase price being referred to herein as such Purchaser's\n\"Allocated Purchase Price\"). The Allocated Shares of each Purchaser shall\nconsist of (i) the number of treasury shares of the Company set forth on\nsuch Purchaser's signature page hereto plus (ii) the number of shares of\nCommon Stock which are not treasury shares set forth on such Purchaser's\nsignature page hereto.\n\n Purchase Price. Each Purchaser severally and not jointly agrees\nto pay such Purchaser's Allocated Purchase Price to the Company as the\npurchase price for such Purchaser's Allocated Shares. Each Purchaser shall\npay or wire transfer its Allocated Purchase Price at the Closing in cash by\nwire transfer to such account of the Company as the Company shall have\ndesignated by notice to such Purchaser not less than one business day prior\nto the Closing Date (defined below).\n\n Closing; Delivery.\n\n Closing. The closing of the purchase and sale of the Shares\nhereunder (the \"Closing\") shall take place at the offices of Christensen,\nMiller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, 2121 Avenue of the\n\n \nStars, 18th Floor, Los Angeles, California 90067 commencing at 9:00 a.m.\nlocal time on the second business day following the date of this Agreement\nor such other date as the Parties may mutually determine (the \"Closing\nDate\").\n\n Delivery. Subject to the terms and conditions of this Agreement,\nat the Closing (i) the Company shall deliver, or cause to be delivered, to\neach Purchaser certificates, registered in such Purchaser's name or the\nname of the nominee or nominees, as such Purchaser may request,\nrepresenting such Purchaser's Allocated Shares, and (ii) each Purchaser\nshall pay such Purchaser's Allocated Purchase Price as provided in Section\n1.2 above.\n\n Representations and Warranties of the Company. The Company represents\nand warrants to each Purchaser as of the date hereof and as of the Closing\nDate as follows:\n\n Organization and Standing; Articles and Bylaws The Company is a\ncorporation duly organized, validly existing and in good standing under the\nlaws of the State of Delaware. The Company has made available to each\nPurchaser or its counsel true, correct and complete copies of the Company's\nCertificate of Incorporation and Bylaws, each as amended to date.\n\n Corporate Power. The Company has all requisite legal and\ncorporate power to enter into this Agreement, to sell the Shares hereunder\nand to carry out and perform its obligations under the terms of this\nAgreement.\n\n Capitalization. The authorized capital stock of the Company\nconsists of 300,000,000 shares of Common Stock, of which 111,842,262 shares\nwere outstanding as of April 12, 2000 (not including treasury shares) and\n27,059,000 treasury shares. Except for (a) the Shares, and (b) stock\noptions granted pursuant to the Company's stock option plans or issuance of\nshares of Common Stock on the exercise of such options or as otherwise\ndisclosed in the Public Reports (defined below), since April 12, 2000 the\nCompany has not issued or committed to issue any shares of Common Stock.\n\n Authorization.\n\n All corporate action on the part of the Company, its officers, directors\nand stockholders necessary for (i) the issuance and sale of the Shares in\naccordance with this Agreement and (ii) the execution, delivery and performance\nby the Company of this Agreement have been taken. This Agreement constitutes\nvalid and binding obligations of the Company enforceable against it in\naccordance with its terms, except as limited by applicable bankruptcy,\ninsolvency, reorganization, moratorium or other laws of general application\nrelating to or affecting enforcement of creditor's rights and rules of laws\nconcerning equitable remedies. The execution, delivery and performance of this\nAgreement and the consummation of the transactions contemplated in this\nAgreement and the fulfillment of the terms of this Agreement have been duly\nauthorized by all necessary corporate action and will not conflict with or\nconstitute a breach of, default under, or result in the creation or imposition\nof any lien, charge or encumbrance upon any property or assets of the Company\npursuant to, any contract, indenture, mortgage, loan agreement, deed, trust,\nnote, sublease, voting agreement, voting trust or other instrument or agreement\nto which \n\n \nthe Company is a party or by which it is bound, or to which any of the property\nor assets of the Company is subject, nor will any such action result in any\nviolation of the provisions of the articles of incorporation or bylaws of the\nCompany or any applicable statute, law, rule, regulation, ordinance, decision,\ndirective or order.\n\n The Shares have been duly authorized, and when issued in compliance with\nthe provisions of this Agreement will be validly issued, fully paid and\nnonassessable, and will be free of any liens, encumbrances or restrictions on\ntransfer; provided, however, that the Shares will be subject to restrictions on\ntransfer under state and\/or federal securities laws.\n\n No stockholder of the Company and no other Person has any right of first\nrefusal or any preemptive rights in connection with the issuance and sale of any\nof the Shares. In this Agreement \"Person\" means any individual, corporation,\nlimited liability company, partnership or any other private, public or\ngovernment entity.\n\n Subject to the accuracy of each Purchaser's representations and warranties\nin Section 4 of this Agreement, the offer, sale and issuance of the Shares\nconstitute transactions exempt from the registration requirements of Section 5\nof the Securities Act and from the registration or qualification requirements of\nany applicable state or jurisdiction (other than notice filings required under\napplicable law).\n\n To the Company's knowledge, no event has occurred which constitutes or may\nreasonably be expected to cause a material adverse effect on the Company's or\nMirage's ability to consummate the Company's acquisition of Mirage in accordance\nwith the terms of the Agreement and Plan of Merger, dated March 6, 2000, among\nMirage, MGMGMR Acquisition, Inc. and the Company.\n\n Filings with the SEC. The Company has made all filings with the\nSecurities and Exchange Commission (the \"SEC\") that it has been required to\nmake under the Securities Act of 1933, as amended (the \"Securities Act\")\nand the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\")(collectively the \"Public Reports\"), since January 1, 1999. Each of\nthe Public Reports, as of its respective date, has complied with the\nSecurities Act and the Exchange Act in all material respects. None of the\nPublic Reports, as of their respective dates, contained any untrue\nstatement of a material fact or omitted to state a material fact necessary\nin order to make the statements made therein, in light of the circumstances\nunder which they were made, not misleading.\n\n Financial Statements. The financial statements included in or\nincorporated by reference into the Public Reports (including the related\nnotes and schedules) (the \"Financial Statements\") have been prepared in\naccordance with United States generally accepted accounting principles\n(\"GAAP\") applied on a consistent basis throughout the periods covered\nthereby, except as may be indicated therein or in the notes thereto and\nexcept with respect to unaudited statements as permitted by Form 10-Q of\nthe SEC, and fairly present in all material respects the financial\ncondition of the Company and its Subsidiaries as of the indicated dates and\nthe results of operations of the Company and its Subsidiaries for the\nindicated periods; provided , however, that the interim statements are\n\n \nsubject to normal year-end adjustments. As used herein \"Subsidiary\" means\nany corporation or other entity with respect to which a specified Person\n(or a Subsidiary thereof) owns a majority of the common stock or other\nappropriate equity interest, or has the power to vote or direct the voting\nof sufficient securities to elect a majority of the directors, managers or\nmembers (as appropriate) of its board of directors or other governing body.\n\n Events Subsequent to December 31, 1999. Since December 31, 1999,\nno event has occurred which has caused or constitutes a Material Adverse\nEffect (defined below) on the Company except as publicly disclosed by the\nCompany. As used herein \"Material Adverse Effect\" means a material adverse\neffect on the business, assets, liabilities, financial condition or results\nof operations of the Company and its Subsidiaries taken as a whole, or a\nmaterial adverse effect on the ability of the Company to perform its\nobligations under this Agreement; provided, however, that none of the\nfollowing, individually or in the aggregate, will be deemed to have a\nMaterial Adverse Effect on the Company: (x) fluctuations in the market\nprice of the Common Stock, (y) any change or an effect arising out of\ngeneral economic conditions or conditions generally affecting the gaming,\nhotel, entertainment and\/or resort industries or (z) the Company 's\nagreement to acquire Mirage Resorts, Incorporated (\"Mirage\") or the\nconsummation thereof or obligations incurred in furtherance of such\nacquisition (including with respect to the financing thereof).\n\n Undisclosed Liabilities. Except for (i) liabilities disclosed in\nthe Public Reports, (ii) liabilities which have arisen after December 31,\n1999 in the ordinary course of the Company's business, and (iii)\nliabilities which may be assumed or incurred in connection with the\nCompany's acquisition of Mirage, to the Company's knowledge, none of the\nCompany or any of its Subsidiaries has any liability (whether known or\nunknown, whether asserted or unasserted, whether absolute or contingent,\nwhether accrued or unaccrued, whether liquidated or unliquidated, and\nwhether due or to become due) which, individually or in the aggregate,\nwould have a Material Adverse Effect.\n\n Representations and Warranties by each Purchaser. Each Purchaser\nseverally for itself alone, and not jointly, represents and warrants to the\nCompany as follows as of the date hereof and as of the Closing Date:\n\n4.1 Investment Intent. The Purchaser's Allocated Shares are being\nacquired for the Purchaser's own account, for investment and not with a\nview to, or for resale in connection with, any distribution or public\noffering in violation of the Securities Act.\n\n4.2 Unregistered Securities. The Purchaser understands that the\nShares have not been registered under the Securities Act or the securities\nlaws of any state, and that, except as contemplated by Section 7 hereof,\n(i) the Company has no present intention of registering the Shares, (ii)\nthe Shares must be held by the Purchaser indefinitely, and (iii) the\nPurchaser must therefore bear the economic risk of such investment\nindefinitely, unless a subsequent disposition thereof is registered under\nthe Securities Act or is exempt from registration. Except as provided in\nSection 7 of this Agreement, the Company has not agreed to register any of\nthe Shares. The Purchaser is domiciled in the jurisdiction and at the\naddress set forth on the Purchaser's signature page hereto.\n\n \n4.3 Access to Information. During the negotiation of the transactions \ncontemplated herein, the Purchaser and its representatives and legal counsel (i)\nhave been afforded full and free access to corporate books, financial\nstatements, records, contracts, documents, and other information concerning the\nCompany and to its offices and facilities, (ii) have been afforded an\nopportunity to ask such questions of the Company's officers, employees, agents,\naccountants and representatives concerning the Company's business, operations,\nfinancial conditions, assets, liabilities and other relevant matters as they\nhave deemed necessary or desirable, and (iii) have been given all such\ninformation as has been requested, in order to evaluate the merits and risks of\nthe prospective investments contemplated herein.\n\n4.4 Due Diligence Investigation. The Purchaser and Purchaser's\nrepresentatives have been solely responsible for the Purchaser's own \"due\ndiligence\" investigation of the Company and its management and business,\nfor its own analysis of the merits and risks of this investment, and for\nPurchaser's own analysis of the fairness and desirability of the terms of\nthe investment. In taking any action or performing any role relative to\nthe arranging of the proposed investment, the Purchaser has acted solely in\nPurchaser's own interest, and neither the Purchaser nor any of Purchaser's\nagents or employees) has acted as an agent of the Company. The Purchaser\nhas such knowledge and experience in financial and business matters such\nthat the Purchaser is capable of evaluating the merits and risks of the\npurchase of the Purchaser's Allocated Shares pursuant to the terms of this\nAgreement and of protecting the Purchaser's interests in connection\ntherewith. Each Purchaser acknowledges and understands that provisions\nappearing in the Company's certificate of incorporation and in the gaming\nlaws of various jurisdictions in which the Company or its Subsidiaries\nconduct business may require such Purchaser to dispose of its Shares.\n\n4.5 Accredited Investor. Such Purchaser is an \"accredited investor\" as\nthat term is defined in Rule 501 of Regulation D promulgated under the\nSecurities Act. Such Purchaser is able to bear the economic risk of the\npurchase of the Purchaser's Allocated Shares pursuant to the terms of this\nAgreement, including a complete loss of the Purchaser's investment.\n\n4.6 Power and Authority. The Purchaser has the full right, power and\nauthority to enter into and perform the Purchaser's obligations under this\nAgreement, and this Agreement constitutes valid and binding obligations of\nthe Purchaser enforceable in accordance with its terms except as limited by\napplicable bankruptcy, insolvency, reorganization, moratorium or other laws\nof general application relating to or affecting enforcement of creditors'\nrights and rules of law concerning equitable remedies.\n\n4.7 Legend. Purchaser acknowledges that each certificate representing the\nShares will be endorsed with substantially the following legends:\n\n THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE\n SECURITIES ACT OF 1933, AS AMENDED (THE \"ACT\"), OR ANY STATE SECURITIES\n LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN\n EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER THE\n ACT AND ANY STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM\n REGISTRATION.\n\nAny other legends required by applicable state or federal securities laws\n\n \nor any applicable state laws (including applicable state gaming laws)\nregulating the Company's business.\n\n Conditions to Closing.\n\n Conditions to Obligations of each Purchaser. The obligation of each\nPurchaser to purchase such Purchaser's Allocated Shares at the Closing is\nsubject to: (x) the representations and warranties made by the Company in\nSection 3 hereof being true and correct when made, and being true and correct on\nthe Closing Date with the same force and effect as if they had been made on and\nas of said date; and the Company having performed all obligations and conditions\nrequired by this Agreement to be performed or observed by it with respect to\nsuch Purchaser on or prior to the Closing Date (including tender by the Company\nto such Purchaser of such Purchaser's Allocated Shares for the Allocated\nPurchase Price in accordance with the terms of this Agreement), (y) such\nPurchaser's Allocated Shares shall have been listed on the New York Stock\nExchange subject to notice of issuance, and (z) such Purchaser shall have\nreceived a legal opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, a counsel to the Company, substantially in the form of Exhibit A\nhereto.\n\n Conditions to Obligations of the Company. The Company's\nobligation to issue and sell any Shares at the Closing is subject to: (x)\nthe representations and warranties made by each Purchaser in Section 4\nbeing true and correct when made and being true and correct on the Closing\nDate with the same force and effect as if they had been made on and as of\nsaid date; and all Purchasers having performed all obligations and\nconditions required by this Agreement to be performed or observed by each\nof them on or prior to the Closing Date (including receipt by the Company\nfrom each Purchaser of their respective Allocated Purchase Price as payment\nfor each such Purchaser's respective Allocated Shares on the Closing Date\nin accordance with the terms of this Agreement), (y) the Shares shall have\nbeen listed on the New York Stock Exchange subject to notice of issuance,\nand (z) the Company shall have received a fairness opinion reasonably\nacceptable to the Company addressed to the Company to the effect that the\nPrice Per Share is fair from a financial point of view to the Company and\nits stockholders other than the Purchasers.\n\n Certain Corporate Transactions. Nothing in this Agreement shall\nin any way prohibit the Company from merging with or consolidating into\nanother corporation, or from selling or transferring all or substantially\nall of its assets, or from distributing all or substantially all of its\nassets to its shareholders in liquidation, or from dissolving and\nterminating its corporate existence.\n\n Removal of Legend and Transfer Restrictions. Any legend relating to\nthe Securities Act or any state securities laws endorsed on a stock\ncertificate representing any Shares issued pursuant to this Agreement, and\nthe stop transfer instructions with respect to such Shares shall be removed\nand the Company shall issue a certificate without such legend to a\nPurchaser if (i) the offer and sale of such Shares are registered under the\nSecurities Act, a prospectus meeting the requirements of the Securities Act\nis available with respect to such securities, and the Purchaser agrees to\ndeliver such prospectus to the extent required by law, or (ii) such legend\nmay be properly removed under the terms of Rule 144 promulgated under the\nSecurities Act (\"Rule 144\") and applicable state securities laws and the\n\n \nPurchaser provides the Company with either (at Purchaser's option) an\nopinion of Purchaser's counsel or certificates, reasonably satisfactory to\nlegal counsel for the Company, to the effect that the Purchaser has\ncomplied with the provisions of Rule 144. The Company shall not be required\nto issue or transfer any certificate or certificates for Shares until all\nthen applicable requirements of law and the national securities exchange or\nexchanges on which the Company's securities are then listed have been met.\nThe Company will act promptly and in good faith to make all reasonable\nefforts to meet all applicable requirements for such issuance or transfer.\n\n Registration Rights.\n\n Registration of Shares. The Company will (i) prepare and file as soon \nas practicable but in all events within Thirty (30) days after the Closing Date\na Form S-3 (or, if such form is not available to the Company, a Form S-1) with\nthe SEC to register sales of the Shares by the Purchasers under the Securities\nAct, (ii) use its reasonable best efforts to cause such Form S-3 (or such other\nform, if appropriate) to become effective as soon as practicable after such\nfiling, but in all events with 120 days following the Closing Date, and (iii)\nuse its reasonable best efforts to cause such registration statement to remain\neffective at all times thereafter until the second anniversary of the Closing\nDate or such shorter period as will terminate when all of the Shares have been\ndisposed of by the Purchasers (but in any event not before the expiration of any\nlonger period required under the Securities Act) and (iv) prepare and file with\nthe SEC such amendments and supplements to such registration statement and the\nprospectus used in connection therewith as may be necessary to keep such\nregistration statement effective for the period specified in this sentence\nabove; provided that, before filing a registration statement or prospectus or\nany amendments or supplements thereto, the Company will furnish to the counsel\nto each Purchaser copies of all such documents proposed to be filed, which\ndocuments will be subject to review of such counsel.\n\n Registration Procedures. With respect to any registration of\nShares under this Section 7 the Company will:\n\n(a) furnish to each Purchaser participating in such registration such\nnumber of copies of such registration statement, each amendment and\nsupplement thereto, the prospectus included in such registration statement\n(including each preliminary prospectus) and such other documents as such\nPurchaser may reasonably request in order to facilitate the disposition of\nthe Allocated Shares owned by the Purchaser;\n\n(b) use its best efforts to register or qualify all Shares included in\nsuch registration under such other securities or blue sky laws of such\njurisdictions as any selling Purchaser reasonably requests and do any and\nall other acts and things which may be reasonably necessary or advisable to\nenable such Purchaser to consummate the disposition in such jurisdictions\nof such Allocated Shares to be sold by such Purchaser (provided that the\nCompany will not be required to (i) qualify generally to do business in any\njurisdiction where it would not otherwise be required to qualify but for\nthis subparagraph, (ii) subject itself to taxation in any such jurisdiction\nor (iii) consent to general service of process in any such jurisdiction);\n\n(c) notify each Purchaser selling Shares in such offering, at any time\n\n \nwhen a prospectus relating thereto is required to be delivered under the\nSecurities Act, upon discovery that, or upon the discovery of the happening\nof any event as a result of which, the prospectus included in such\nregistration statement contains an untrue statement of a material fact or\nomits any fact necessary to make the statements therein not misleading in\nthe light of the circumstances under which they were made, and the Company\nwill promptly prepare and file with the SEC and, at the request of any such\nPurchaser, furnish to such seller a reasonable number of copies of, a\nsupplement or amendment to such prospectus so that, as thereafter delivered\nto the purchasers of such Shares, such prospectus will not contain an\nuntrue statement of a material fact or omit to state any fact necessary to\nmake the statements therein not misleading in the light of the\ncircumstances under which they were made;\n\n(d) cause all Shares to be sold in such offering to be listed on each\nsecurities exchange on which similar securities issued by the Company are\nthen listed;\n\n(e) provide a transfer agent and registrar for all Shares to be included\nin such offering not later than the effective date of the registration\nstatement for such offering;\n\n(f) otherwise use its best efforts to comply with all applicable rules and\nregulations of the SEC, and make available to its security holders, as soon\nas reasonably practicable, an earning statement covering the period of at\nleast twelve months beginning with the first day of the first full calendar\nquarter of the Company after the effective date of the registration\nstatement, which earnings statement shall satisfy the provisions of section\n11(a) of the Securities Act and Rule 158 thereunder; and\n\n(g) in the event of the issuance of any stop order suspending the\neffectiveness of a registration statement, or of any order suspending or\npreventing the use of any related prospectus or suspending the\nqualification of any securities included in such registration statement for\nsale in any jurisdiction, the Company will use all commercially reasonable\nefforts promptly to obtain the withdrawal of such order;\n\n Registration Expenses. (a) Except as expressly provided in this\nSection 7, the Company shall pay all Registration Expenses relating to any\nregistration of Shares hereunder. \"Registration Expenses\" shall mean any\nand all fees and expenses incident to the Company's performance of or\ncompliance with this Section 7, including (i) SEC, stock exchange or\nNational Association of Securities Dealers, Inc. registration and filing\nfees and all listing fees with respect to the inclusion of securities on\nthe New York Stock Exchange, (ii) fees and expenses of compliance with\nstate securities or \"blue sky\" laws and in connection with the preparation\nof a \"blue sky\" survey, including reasonable fees and expenses of blue sky\ncounsel, (iii) printing expenses, (iv) messenger and delivery expenses, (v)\nfees and disbursements of counsel for the Company, and (vi) fees and\ndisbursements of all independent public accountants and fees and expenses\nof other Persons, including special experts, retained by the Company.\n\n (b) Notwithstanding the foregoing , (i) the provisions of this\nSection 7.3 shall be deemed amended to the extent necessary to cause these\nexpense provisions to comply with \"blue sky\" laws of each state in which\nthe offering is made and (ii) in connection with any registration\n\n \nhereunder, each Purchaser shall pay all underwriting discounts and\ncommissions and transfer taxes, if any, attributable to the Shares included\nin the offering by the Purchaser and all fees and expenses of such\nPurchaser's counsel.\n\n Indemnification. (a) The Company agrees to indemnify and hold\nharmless, to the extent permitted by law, each Purchaser, its officers,\ndirectors, employees and agents and each Person who controls such Purchaser\n(within the meaning of the Securities Act) against any losses, claims,\ndamages or liabilities, joint or several, to which such Purchaser or any\nsuch director, officer, employee, agent or controlling Person may become\nsubject under the Securities Act or otherwise, insofar as such losses,\nclaims damages or liabilities (or actions or proceedings, whether commenced\nor threatened, in respect thereof) arise out of or are based upon (i) any\nuntrue or alleged untrue statement of a material fact contained (A) in any\nregistration statement, prospectus or preliminary prospectus or any\namendment thereof or supplement thereto used in connection with this\nSection 7 or (B) in any application or other document or communication (in\nthis Section 7.4 collectively called an \"application\") executed by or on\nbehalf of the Company or based upon written information furnished by or on\nbehalf of the Company filed in any jurisdiction in order to qualify any\nsecurities covered by such registration statement under the \"blue sky\" or\nsecurities laws thereof, (ii) any omission or alleged omission of a\nmaterial fact required to be stated therein or necessary to made the\nstatements therein not misleading or (iii) any violation by the Company of\nthe Securities Act or any state securities law, or any rule or regulation\npromulgated under the Securities Act or any state securities law, or any\nother law applicable to the Company relating to any such registration or\nqualification, and the Company will reimburse the Purchaser and each such\ndirector, officer and controlling Person for any legal or any other\nexpenses incurred by them in connection with investigating or defending any\nsuch loss, claim liability, action or proceeding; provided that the Company\nshall not be liable in any such case to the extent that any such loss,\nclaim, damage, liability (or action or proceeding in respect thereof) or\nexpense arises out of or is based upon an untrue statement, any such\nprospectus or preliminary prospectus or any amendment or supplement\nthereto, or in any application, in reliance upon and in conformity with\nwritten information prepared and furnished to the Company by any Purchaser\nexpressly for use therein or by any Purchaser's failure to deliver a copy\nof the prospectus or any amendments or supplements thereto after the\nCompany has furnished any Purchaser with a sufficient number of copies of\nthe same.\n\n(b) In connection with any registration statement in which any Purchaser\nis participating, such Purchaser will furnish to the Company in writing\nsuch information and documents concerning such Purchaser as the Company\nreasonably requests for use in connection with any such registration\nstatement or prospectus and, to the extent permitted by law, will indemnify\nand hold harmless the Company and it directors and officers and each other\nPerson who controls or is controlled by the Company and the directors and\nofficers of each such Person controlling or controlled by the Company and\nthe directors and officers of each such controlling or controlled Person\n(within the meaning of the Securities Act) against any losses, claims,\n\n \ndamages, liabilities, joint or several, to which the Company or any such\ndirector or officer or controlling or controlled Person may become subject\nunder the Securities Act or otherwise, insofar as such losses, claims,\ndamages or liabilities (or actions or proceedings, whether commenced or\nthreatened, in respect thereof) arise out of or are based upon (i) any\nuntrue or alleged untrue statement of a material fact contained in the\nregistration statement, prospectus or preliminary prospectus or any\namendment thereof or supplement thereto or in any application or (ii) any\nomission or alleged omission of a material fact required to be stated\ntherein or necessary to make the statements therein not misleading, but\nonly to the extent that such untrue statement or omission or alleged\nomission is made in such registration statement, any such prospectus or\npreliminary prospectus or any amendment or supplement thereto, or in any\napplication, in reliance upon and in conformity with written information\nconcerning such Purchaser prepared and furnished to the Company by or on\nbehalf of such Purchaser in writing expressly for use therein, and each\nPurchaser will reimburse the Company and each such director, officer and\ncontrolling or controlled Person for any legal or any other expenses\nincurred by them in connection with investigating or defending any such\nloss, claim, liability, action or proceeding; provided that the obligation\nto indemnity will be individual to each Purchaser and will be limited to\nthe net amount of proceeds received by such Purchaser from the sale of\nShares by such Purchaser pursuant to such registration statement.\n\n(c) Any Person entitled to indemnification hereunder will (i) give prompt\nwritten notice to the Company of any claim with respect to which it seeks\nindemnification and (ii) unless in such indemnified party's reasonable\njudgment a conflict of interest between such indemnified parties and the\nCompany may exist with respect to such claim, permit the Company to assume\nthe defense of such claim with counsel reasonably satisfactory to the\nindemnified party; provided , however, that the failure of any indemnified\nparty to give notice as provided herein shall not relieve the indemnifying\nparty of its obligations hereunder unless the failure to give such notice\nis materially prejudicial to an indemnifying party's ability to defend such\naction. If such defense is assumed, the indemnified party will not be\nsubject to any liability for any settlement made by the Company without its\nconsent (but such consent will not be unreasonably withheld). Anything to\nthe contrary appearing in this Agreement notwithstanding, the Company will\nnot be obligated to pay the fees and expenses of more than one counsel for\nall parties indemnified hereunder with respect to such claim, unless in the\nreasonable judgment of any indemnified party a conflict of interest may\nexist between such indemnified party and any other of such indemnified\nparties with respect to such claim. If the Company assumes the defense,\nthe indemnified party may engage its own counsel at its own sole cost and\nexpense. All fees and expenses of counsel to any indemnified party\nrequired to be paid by the Company shall be paid by the Company as incurred\nby such indemnified party.\n\n(d) The indemnification provided for under this Agreement will remain in\nfull force and effect regardless of any investigation made by or on behalf\nof the indemnified party or any officer, director, employee, agent or\ncontrolling or controlled Person of such indemnified party and will survive\nthe transfer of Shares by any Purchaser. If the indemnification provided\nfor herein is unavailable to an indemnified party or insufficient in\nrespect of any losses, claims, damages or liabilities referred to therein,\nthen the Company, in lieu of indemnifying such indemnified party\nthereunder, shall contribute to the amount paid or payable by such\nindemnified party as a result of such losses, claims, damages or\nliabilities in such proportion as is appropriate to reflect the relative\n\n \nfault of the Company, on the one hand, and the indemnified party or\nparties, on the other hand, in connection with the statements or omissions\nthat resulted in such losses, claims, damages or liabilities, as well as\nany other relevant equitable considerations; provided, however, that in no\nevent shall any contribution by any Purchaser or any director, officer,\nemployee, agent or controlling or controlled Person thereof exceed the\namount of the net proceeds received by such Purchaser from the sale of\nShares pursuant to such registration statement.\n\n Current Public Information. At all times prior to the earlier of\nthe second anniversary of the Closing Date and the date on which each\nPurchaser has disposed of all of such Purchaser's Allocated Shares, the\nCompany will file all reports required to be filed by it under the\nSecurities Act and the Exchange Act and the rules and regulations adopted\nby the commission thereunder to the extent required to enable the Purchaser\nto sell Shares pursuant to Rule 144.\n\n Miscellaneous.\n\n Waivers and Amendments. Neither this Agreement nor any provision\nhereof may be amended, changed, waived, discharged or terminated orally,\nbut only by a statement in writing signed by the party against which\nenforcement of the amendment, change, waiver, discharge or termination is\nsought, except to the extent provided in this Section 8.1.\n\n Governing Law. This Agreement shall be governed in all respects\nby the laws of the State of Delaware, without regard to conflicts of laws\nprinciples.\n\n Survival. The representations and warranties made herein shall\nsurvive until the first anniversary of the Closing Date.\n\n Reasonable Best Efforts. Each of the Parties will use its\nreasonable best efforts to take all action and to do all things necessary\nin order to consummate and make effective the transactions contemplated by\nthis Agreement (including satisfaction, but not waiver, of the closing\nconditions set forth herein). Without limitation to the foregoing\nsentence, each of the Parties will give any notices to, make any filings\nwith, and use its reasonable best efforts to obtain any authorizations,\nconsents, and approvals of governments and governmental agencies required\nto consummate the transactions contemplated hereby.\n\n Attorneys' Fees. Should any Party or any Person bound by the\nprovisions of this Agreement institute any legal action against any other\nPerson(s) and\/or party to enforce the provisions hereof (including any\nclaim for breaches of representations and warranties), the prevailing party\nin such action shall be entitled to receive from the losing party, in\naddition to any other relief to which the prevailing party may be entitled,\nsuch amount as the court may adjudge to be reasonable attorneys' fees and\ncourt costs.\n\n Successors and Assigns. Except as otherwise expressly provided\nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors and administrators of the\nparties hereto. No Purchaser may assign this Agreement without the prior\nwritten consent of the Company, which consent may be granted or denied by\n\n \nthe Company in its sole and complete discretion.\n\n Entire Agreement. This Agreement, including the Exhibits hereto,\nembodies the entire agreement and understanding between the parties hereto\nwith respect to the matters dealt with herein and supersedes all prior\nwritten or oral agreements and understandings with respect to such matters.\nEach Party has cooperated in the drafting and preparation of this\nAgreement. Hence, in any construction to be made of this Agreement, the\nsame shall not be construed against any Party on the basis that the Party\nwas the drafter. Subject to the first sentence of Section 8.16, this\nAgreement is the result of arms' length negotiation among all of the\nParties.\n\n Notices, etc. All notices and other communications provided for\nhereunder shall be in writing and shall be sent by first class mail,\ntelex, telecopy or hand delivery:\n\nIf to the Company, to:\n\nMGM Grand, Inc.\n3799 Las Vegas Boulevard South\nLas Vegas, Nevada 89109\nAttn: James J. Murren, President and Chief Financial Officer\nTelecopier: (702) 891-1114\n\n\nWith a copy to:\n\nChristensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP\n2121 Avenue of the Stars, 18th Floor\nLos Angeles, CA 90067\nAttention: Gary N. Jacobs, Esq.\nTelecopier: (310) 556-2920\n\nIf to a Purchaser, to the address set forth on such Purchaser's signature\npage hereto. As to any Party, notices shall be sent to such Party at such\naddress other than that specified herein as such Party shall specify from\ntime to time by notice to each other Party.\n\n All such notices and communications shall be deemed to have been given or\nmade (a) when delivered by hand, (b) five business days after being deposited in\nthe mail, postage prepaid, (c) when telexed, answer-back received or (d) when\ntelecopied, receipt acknowledged.\n\n Severability. In the event that anyone or more of the provisions,\nparagraphs, words, clauses, phrases or sentences contained herein, or the\napplication thereof in any circumstances, is held invalid, illegal or\nunenforceable in any respect for any reason, the validity, legality and\nenforceability of any such provision, paragraph, word, clause, phrase or\nsentences hereof shall not be in any way impaired, it being intended that all\nrights, powers and privileges of he parties hereto shall be enforceable to the\nfullest extent of the law.\n\n Finder's Fees.\n\n The Company (i) represents and warrants that it has retained \n\n \nno finder or broker in connection with the transactions contemplated by this\nAgreement; and (ii) hereby agrees to indemnify and to hold the Purchaser\nharmless of and from any liability for any commission or compensation in the\nnature of a finder's fee to any broker or other Person or firm (and the costs\nand expenses of defending against such liability or asserted liability) for\nwhich the Company, or any of its employees or representatives, are responsible.\n\n Purchaser (i) represents and warrants that it has retained no finder or\nbroker in connection with the transactions contemplated by this Agreement and\n(ii) hereby agrees to indemnify and to hold the Company harmless of and from any\nliability for any commission or compensation in the nature of a finder's fee to\nany broker or other Person or firm (and the costs and expenses of defending\nagainst such liability or asserted liability) for which it, or any of its\nemployees or representatives, are responsible.\n\n Expenses. Each Party shall bear its expenses and legal fees incurred with\nrespect to this Agreement and the transactions contemplated hereby.\n\n Descriptive Headings; Meaning of \"Including\". The headings in this\nAgreement are for convenience of reference only and shall not limit or otherwise\naffect the meanings of terms contained herein. As used herein. \"including\" shall\nbe construed to mean \"including, without limitation\" unless expressly stated to\nthe contrary.\n\n Counterparts. This Agreement and any amendments, waivers, consents or\nsupplements hereto or hereunder may be executed any number of counterparts, each\nof which shall be an original, but all of which together shall constitute one\nand the same instrument.\n\n Delays or Omissions. No delay or omission to exercise any right, power or\nremedy accruing to any Purchaser, upon any breach or default of the Company\nunder this Agreement, shall impair any such right, power or remedy, nor shall it\nbe construed to be a waiver of any such breach or default, or any acquiescence\ntherein, or of or in any similar breach or default thereafter occurring; nor\nshall any waiver of any single breach or default be deemed a waiver of any other\nbreach or default theretofore or thereafter occurring. All remedies, either\nunder this Agreement, or by law or otherwise afforded to a Purchaser, shall be\ncumulative and not alternative.\n\n Termination Any Party may terminate this Agreement as to such Party on\nwritten notice to the other Parties if the Closing does not occur by May 1,\n2000. No termination of this Agreement shall relieve a breaching Party from\nliability to any non-breaching Party.\n\n Non-Involvement of Tracinda. The Parties acknowledge and agree that\nneither Kirk Kerkorian or Tracinda Corporation has participated in negotiating\nthis Agreement or setting the Per Share Price under this Agreement, and that the\nPer Share Price has been determined solely through negotiations among the\nCompany and Purchasers other than Tracinda Corporation and Kirk Kerkorian. The\nParties hereby further agree that in the event (i) there is any alleged breach\nor default by any Party under this Agreement or any other agreement provided for\nherein, or (ii) any \n\n \nParty has any claim arising from or relating to this Agreement or any such\nagreement, no Party, nor any Party claiming through such Party, shall commence\nany proceedings or otherwise seek to impose any liability whatsoever against\nKirk Kerkorian or Tracinda Corporation by reason of such alleged breach, default\nor claim; provided, however, that notwithstanding the foregoing, this sentence\nshall not limit any claim, right or remedy of the Company against Tracinda\nCorporation with respect to any breach or default by Tracinda Corporation under\nthis Agreement.\n\n Third Parties. This Agreement is made for the purpose of defining and\nsetting forth certain obligations, rights and duties of the Parties and their\nrespective successors and permitted assigns. No Person other than the Parties\nshall have any rights of any nature hereunder or by reason hereof.\n\n\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the day\nand year first above written.\n\n\"COMPANY\"\n\nMGM GRAND, INC\n\n\nBy: \/s\/ James J. Murren\nIts: President and Chief Financial Officer\n\n \nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and\nyear first above written.\n\n\n \"COMPANY\"\n\n MGM GRAND, INC\n\n\n By: \/s\/ James J. Murren\n ----------------------\n Its: President & CFO\n -----------------\n\n \n \"PURCHASER\"\n\n TRACINDA CORPORATION\n\n By: \/s\/ Anthony Mandekic\n ----------------------------\n Name: Anthony Mandekic\n Title: Secretary\/Treasurer\n \n\nAddress and Domicile:\n-------------------- \n150 South Rodeo Drive, Suite. 250\nBeverly Hills, CA 90212\nAttention: Richard E. Sobelle, Esq.\n\nAllocated Shares: 23,000,000\n ---------------------\n \nTreasury Shares: 23,000,000\n ---------------------\n \nNon-Treasury Shares: 0\n ------------------\n \nAllocated Purchase Price: $609,500,000\n ------------\n\n \n \"PURCHASER\"\n\n ZEKE LP\n\n By: \/s\/ Edward N. Antoian\n ------------------------\n Name: Ed Antoian\n Title: G.P.\n \n\nAddress and Domicile:\n-------------------- \n1235 Westlakes Drive, Suite 330\nBerwyn, Pennsylvania 19312\nAttention: Chartwell Investment Partners\n \nAllocated Shares: 400,000\n --------------------\n \nTreasury Shares: 0\n ---------------------\n \nNon-Treasury Shares: 400,000\n -----------------\n \nAllocated Purchase Price: $10,600,000\n -----------\n\n \n \"PURCHASER\"\n\n ALLIANCE CAPITAL MANAGEMENT L.P.\n as investment manager for the client accounts\n listed in Exhibit 1 hereto\n By: Alliance Capital Management Corporation,\n General Partner\n\n By: \/s\/ Mark R. Manley\n ----------------------------\n Name: Mark R. Manley\n Title: Assistant Secretary\n \n\nAddress and Domicile:\n-------------------- \n1349 Avenue of the Americas\nNew York, New York 10105\nAttention: Mark R. Manley, Senior Vice President\n\n\nAllocated Shares: 4,000,000\n -----------------------\n \nTreasury Shares: 0\n ------------------------\n \nNon-Treasury Shares: 4,000,000\n --------------------\n \nAllocated Purchase Price: $106,000,000\n --------------\n\n \n EXHIBIT 1\n ---------\n\n\n<\/pre>\n
\n\nAlliance Accounts Domicile Account # Share Amt
\n
\nSeparate Account No 144 Elas Retirement USA 144 155,000
\nThe Alliance Growth Fund USA 652 1,510,000
\nSB\/Travellers Vintage – Alliance Growth USA 929 250,000
\nVIP Growth Fund USA 940 85,000<\/p>\nFord Master Trust USA 22-0420000-0 309,013
\nEQ Alliance Balanced Portfolio Research USA 22-0465600-1 110,730
\nEQ Alliance Cons Investors Portfolio Research USA 22-0510100-1 18,026
\nEQ Alliance Growth Investors Portfolio Research USA 22-0510200-1 163,519
\nNew York State Common Retirement Fund USA 22-0713000-0 598,712<\/p>\n
Alliance Fund USA 2202555000 170000
\nSeparate Account 4 (pooled) USA 4 400000
\nPacific Select USA 2207361001 60000
\nThe GCG Trust Growth & Income Series USA 2204391021 80000
\nEQAT Alliance Growth Investor (Com) USA 618B 60000
\nEQAT Alliance Conservative (Equities) USA 619C 5000
\nEQAT Alliance Balanced (Midcap) USA 624M 25000
\n ———
\n 4,000,000
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
“PURCHASER”<\/p>\n
CAPITAL RESEARCH AND MANAGEMENT
\n COMPANY, on behalf of The New Economy Fund<\/p>\n
By: \/s\/ Michael Downer
\n ————————–
\n Name: Michael J. Downer
\n Title: Secretary<\/p>\n
Address and Domicile:
\n——————–
\nThe New Economy Fund
\nc\/o Capital Research and Management Company
\n333 Hope Street, 55\/th\/ Floor
\nLos Angeles, CA 90071
\nAttention: Michael J. Downer<\/p>\n
Allocated Shares: 2,788,500
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 2,788,500
\n ——————–<\/p>\n
Allocated Purchase Price: $73,895,250
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
CAPITAL RESEARCH AND MANAGEMENT
\n COMPANY, on behalf of The Growth Fund of
\n America, Inc.<\/p>\n
By: \/s\/ Michael Downer
\n ————————–
\n Name: Michael J. Downer
\n Title: Secretary<\/p>\n
Address and Domicile:
\n——————–
\nThe Growth Fund of America, Inc.
\nc\/o Capital Research and Management Company
\n333 Hope Street, 55\/th\/ Floor
\nLos Angeles, CA 90071
\nAttention: Michael J. Downer<\/p>\n
Allocated Shares: 4,058,500
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 4,058,500
\n ——————–<\/p>\n
Allocated Purchase Price: $107,550,250
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
CAPITAL RESEARCH AND MANAGEMENT
\n COMPANY, on behalf of New Perspective Fund<\/p>\n
By: \/s\/ Michael Downer
\n ————————–
\n Name: Michael J. Downer
\n Title: Secretary<\/p>\n
Address and Domicile:
\n——————–
\nNew Perspective Fund
\nc\/o Capital Research and Management Company
\n333 Hope Street, 55\/th\/ Floor
\nLos Angeles, CA 90071
\nAttention: Michael J. Downer<\/p>\n
Allocated Shares: 3,153,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 3,153,000
\n ——————–<\/p>\n
Allocated Purchase Price: $83,554,500
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
MFS SERIES TRUST V, on behalf of
\n MFS Total Return Fund<\/p>\n
By: \/s\/ James R. Bordewick, Jr.
\n ————————————–
\n Name: James R. Bordewick, Jr.
\n Title: Assistant Secretary, and not
\n individually<\/p>\n
Address and Domicile:
\n——————–
\n500 Boylston St.
\nBoston, MA 02116
\nDomicile: MA
\nAttention: James F. Des Marais<\/p>\n
Allocated Shares: 400,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 400,000
\n ——————–<\/p>\n
Allocated Purchase Price: $10,600,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
CENTURION PARTNERS, LP<\/p>\n
By: \/s\/ John C. Grizzetti
\n ————————–
\n Name: John C. Grizzetti
\n Title: CFO<\/p>\n
Address and Domicile:
\n——————–
\n152 W. 57th Street, 38\/th\/ Floor
\nNew York, NY 10019
\nAttention: John C. Grizzetti<\/p>\n
Allocated Shares: 558,500
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 558,500
\n ——————–<\/p>\n
Allocated Purchase Price: $14,800,250
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
CENTURION LONG TERM STRATEGIES<\/p>\n
By: \/s\/ John C. Grizzetti
\n ————————–
\n Name: John C. Grizzetti
\n Title: CFO<\/p>\n
Address and Domicile:
\n——————–
\n152 W. 57th Street, 38\/th\/ Floor
\nNew York, NY 10019
\nAttention: John C. Grizzetti<\/p>\n
Allocated Shares: 377,400
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 377,400
\n ——————–<\/p>\n
Allocated Purchase Price: $10,001,100
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
CENTURION OVERSEAS FUND, LTD<\/p>\n
By: \/s\/ John C. Grizzetti
\n ——————————–
\n Name: John C. Grizzetti
\n Title: CFO of Primary Advisor<\/p>\n
Address and Domicile:
\n——————–
\nc\/o Centurion Advisors, LP
\n152 W. 57th Street, 38\/th\/ Floor
\nNew York, NY 10019
\nAttention: John Grizzetti<\/p>\n
Allocated Shares: 1,064,100
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 1,064,100
\n ——————–<\/p>\n
Allocated Purchase Price: $28,198,650
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
LEGG MASON VALUE TRUST, INC.,
\n by Legg Mason Fund Adviser, Inc.,
\n adviser with discretion for the Trust,<\/p>\n
By: \/s\/ Jennifer W. Murphy
\n ——————————-
\n Name: Jennifer W. Murphy
\n Title: Senior Vice President<\/p>\n
Address and Domicile:
\n——————–
\nLegg Mason Value Trust, Inc.
\nC\/O Legg Mason Fund Adviser, Inc.
\n100 Light Street, 22\/nd\/ floor
\nBaltimore, MD 21202
\nAttention: Jennifer W. Murphy, Senior Vice President<\/p>\n
Allocated Shares: 3,000,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 3,000,000
\n ——————–<\/p>\n
Allocated Purchase Price: $79,500,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
HUSIC CAPITAL MANAGEMENT<\/p>\n
By: \/s\/ Frank J. Husic
\n —————————
\n Name: Frank J. Husic
\n Title: Managing Director<\/p>\n
Address and Domicile:
\n——————–
\n555 California Street
\nSan Francisco, California 92130
\nAttention: Frank J. Husic<\/p>\n
Allocated Shares: 300,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 300,000
\n ——————–<\/p>\n
Allocated Purchase Price: $7,950,000
\n ————–<\/p>\n
\n\n “PURCHASER”
\n
\nDomicile: MARYLAND
\nAllocated Shares: 1,300,773
\nAllocated Purchase Price: $34,470,484.50 T. ROWE PRICE GROWTH STOCK FUND, INC.<\/p>\nDomicile: CALIFORNIA
\nAllocated Shares: 62,000 ENDEAVOR SERIES TRUST – T. ROWE PRICE
\nAllocated Purchase Price: $1,643,000.00 GROWTH STOCK PORTFOLIO<\/p>\n
Domicile: MICHIGAN JACKSON NATIONAL JNL SERIES TRUST –
\nAllocated Shares: 85,000 T. ROWE PRICE \/ JNL ESTABLISHED
\nAllocated Purchase Price: $2,252,500.00 GROWTH SERIES<\/p>\n
Domicile: CONNECTICUT
\nAllocated Shares: 156,000 AETNA PORTFOLIO PARTNERS, INC. –
\nAllocated Purchase Price: $4,134,000.00 T. ROWE GROWTH EQUITY PORTFOLIO<\/p>\n
Domicile: MARYLAND
\nAllocated Shares: 796,189 T. ROWE PRICE BLUE CHIP GROWTH
\nAllocated Purchase Price: $21,099,008.50 FUND, INC.<\/p>\n
Domicile: MINNESOTA
\nAllocated Shares: 34,000 FORTIS SERIES FUND, INC. – BLUE
\nAllocated Purchase Price: $901,000.00 CHIP STOCK SERIES<\/p>\n
Domicile: MARYLAND
\nAllocated Shares: 73,572 T. ROWE PRICE DIVIDEND GROWTH
\nAllocated Purchase Price: $1,949,658.00 FUND, INC.<\/p>\n
Domicile: FLORIDA
\nAllocated Shares: 850 IDEX MUTUAL FUNDS – IDEX – T. ROWE
\nAllocated Purchase Price: $22,525.00 PRICE DIVIDEND GROWTH<\/p>\n
Domicile: FLORIDA
\nAllocated Shares: 1050 WRL SERIES FUND, INC. – WRL
\nAllocated Purchase Price: $27,825.00 T. ROWE PRICE DIVIDEND GROWTH<\/p>\n
Domicile: MARYLAND
\nAllocated Shares: 490,566 T. ROWE PRICE GROWTH AND INCOME
\nAllocated Purchase Price: $12,999,999.00 FUND, INC.<\/p>\n
Address: 100 East Pratt Street By: T. Rowe Price Associates, Inc., Advisor
\n Baltimore, MD 21202<\/p>\n
Attn: Robert Smith By: \/s\/ Robert Smith
\n —————————————
\n Robert Smith
\n Vice President
\n<\/c><\/s><\/caption>\n<\/table>\n
“PURCHASER”<\/p>\n
BRICOLEUR CAPITAL MANAGEMENT, LLC<\/p>\n
By: \/s\/ Daniel P. Wimsatt
\n ——————————-
\n Name: Daniel P. Wimsatt
\n Title: Sr. Managing Director<\/p>\n
Address and Domicile:
\n——————–
\n8910 University Center Lane, Suite 570
\nSan Diego, California 92122
\nAttention: Daniel P. Wimsatt<\/p>\n
Allocated Shares: 200,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 200,000
\n ——————–<\/p>\n
Allocated Purchase Price: $5,300,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
LEGION STRATEGIES, LTD.<\/p>\n
By: \/s\/ Paul Flather
\n —————————
\n Name: Paul Flather
\n Title: President
\n Hermes Advisors<\/p>\n
Address and Domicile:
\n——————–
\n12636 High Bluff Drive, Suite 350
\nSan Diego, California 92130
\nAttention: Hermes Advisors<\/p>\n
Allocated Shares: 24,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 24,000
\n ——————–<\/p>\n
Allocated Purchase Price: $636,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
ALTERNATIVE INVESTMENTS, LP<\/p>\n
By: \/s\/ Paul Flather
\n —————————
\n Name: Paul Flather
\n Title: President
\n Hermes Advisors<\/p>\n
Address and Domicile:
\n——————–
\n12636 High Bluff Drive, Suite 350
\nSan Diego, California 92130
\nAttention: Hermes Advisors<\/p>\n
Allocated Shares: 4,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 4,000
\n ——————–<\/p>\n
Allocated Purchase Price: $106,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
ULTRA HERMES FUND, LTD.<\/p>\n
By: \/s\/ Paul Flather
\n —————————-
\n Name: President
\n Hermes Advisors<\/p>\n
Address and Domicile:
\n——————–
\n12636 High Bluff Drive, Suite 350
\nSan Diego, California 92130
\nAttention: Hermes Advisors<\/p>\n
Allocated Shares: 92,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 92,000
\n ——————–<\/p>\n
Allocated Purchase Price: $2,438,000
\n ————–<\/p>\n
“PURCHASER”<\/p>\n
HERMES PARTNERS, L.P.<\/p>\n
By: \/s\/ Paul Flather
\n ————————–
\n Name: Paul Flather
\n Title: President
\n Hermes Advisors
\n General Partner<\/p>\n
Address and Domicile:
\n——————–
\n12636 High Bluff Drive, Suite 350
\nSan Diego, California 92130
\nAttention: Hermes Advisors<\/p>\n
Allocated Shares: 80,000
\n ———————–<\/p>\n
Treasury Shares: 0
\n ————————<\/p>\n
Non-Treasury Shares: 80,000
\n ——————–<\/p>\n
Allocated Purchase Price: $2,120,000
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