AGREEMENT AND PLAN OF MERGER dated as of April 21, 2016 by and among BOYD GAMING CORPORATION, BOYD TCII ACQUISITION, LLC and ALST CASINO HOLDCO, LLCAgreement and Plan of Merger • August 8th, 2016 • Boyd Gaming Corp • Hotels & motels • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 21, 2016, is entered into by and among Boyd Gaming Corporation, a Nevada corporation (“Acquiror”), Boyd TCII Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and ALST Casino Holdco, LLC, a Delaware limited liability company (the “Company”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of April 25, 2016 by and among BOYD GAMING CORPORATION, as Buyer, The Cannery Hotel and Casino, LLC, as Cannery, Nevada Palace, LLC, as Eastside, and CANNERY CASINO RESORTS, LLC, as SellerMembership Interest Purchase Agreement • August 8th, 2016 • Boyd Gaming Corp • Hotels & motels • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2016 (the “Effective Date”), by and among Boyd Gaming Corporation, a Nevada corporation (“Boyd” or “Buyer”), Cannery Casino Resorts, LLC, a Nevada limited liability company (“Seller”), The Cannery Hotel and Casino, LLC, a Nevada limited liability company (“Cannery”), and Nevada Palace, LLC, a Nevada limited liability company (“Eastside”, and together with Cannery, each a “Company” and together the “Companies”). Each of Buyer, Seller, and the Companies is referred to individually as a “party” and collectively as the “parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 12.01.
