ASSET PURCHASE AGREEMENT dated as of November 28, 2005 by and among HARRAH’S OPERATING COMPANY, INC. (Solely for the purposes of Section 12.16 hereof) FLAMINGO-LAUGHLIN, INC., BOARDWALK REGENCY CORPORATION, MARTIAL DEVELOPMENT CORPORATION and AREP...Asset Purchase Agreement • May 25th, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2005, by and among Harrah’s Operating Company, Inc. (“Harrah’s”), Flamingo-Laughlin, Inc., a Nevada corporation (“Flamingo”), Martial Development Corp., a New Jersey corporation, Boardwalk Regency Corporation, a New Jersey corporation (together, “Boardwalk,” and with Flamingo, each a “Seller” and collectively, the “Sellers”) and AREP Laughlin Corporation, a Delaware corporation (“Flamingo Buyer”) and AREP Boardwalk LLC, a Delaware limited liability company (“Boardwalk Buyer” and with Flamingo Buyer, each a “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 12.1 hereof.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 25th, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 19, 2006, made by AREP Laughlin Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of American Casino & Entertainment Properties LLC, a Delaware limited liability company, as issuer (“ACEP”) (or its permitted successor), American Casino & Entertainment Properties Finance Corp., a Delaware corporation, as co-issuer (“ACEP Finance”, together with ACEP, the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
