AGREEMENT AND PLAN OF MERGER Dated as of January 21, 2005 by and among National Onshore LP, Highcrest Investors Corp. and TransTexas Gas CorporationAgreement and Plan of Merger • January 27th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
This AGREEMENT AND PLAN OF MERGER (the or this “Agreement”) dated as of January 21, 2005 is made and entered into by and between National Onshore LP, a Delaware limited partnership (the “Partnership” or after the Effective Time, the “Surviving Entity”), Highcrest Investors Corp., a Delaware corporation (“Shareholder”), and TransTexas Gas Corporation, a Delaware corporation (the “Corporation”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
PURCHASE AGREEMENT Dated as of January 21, 2005 by and among American Real Estate Partners, L.P., as Purchaser, and Cyprus, LLC, as SellerPurchase Agreement • January 27th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
This PURCHASE AGREEMENT (the or this “Agreement”) dated as of January 21, 2005 is made and entered into by and among Cyprus, LLC, a Delaware limited liability company (“Seller”), and American Real Estate Partners, L.P. (“Purchaser”). Capitalized terms not otherwise defined herein have the meanings set forth in Article XI.
MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of January 21, 2005 by and among American Real Estate Partners, L.P., as Purchaser, and Gascon Partners, as SellerMembership Interest Purchase Agreement • January 27th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the or this “Agreement”) dated as of January 21, 2005 is made and entered into by and among Gascon Partners, a New York general partnership (“Seller”), and American Real Estate Partners, L.P., a Delaware limited partnership (“Purchaser”). Capitalized terms not otherwise defined herein have the meanings set forth in Article XI.
AGREEMENT AND PLAN OF MERGER Dated as of January 21, 2005 by and among National Offshore LP, Highcrest Investors Corp., Arnos Corp. American Real Estate Partners, L.P. and Panaco, Inc.Agreement and Plan of Merger • January 27th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
This AGREEMENT AND PLAN OF MERGER (the or this “Agreement”) dated as of January 21, 2005 is made and entered into by and between National Offshore LP, a Delaware limited partnership (the “Partnership” or after the Effective Time, the “Surviving Entity”), Highcrest Investors Corp., a Delaware corporation (“Highcrest”), Arnos Corp., a Nevada Corporation (“Arnos”) (each of Highcrest and Arnos being hereinafter referred to individually as a “Shareholder” and collectively as the “Shareholders”), American Real Estate Partners, L.P., a Delaware limited partnership (“AREP”), and Panaco, Inc., a Delaware corporation (the “Corporation”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
