AGREEMENT AND PLAN OF MERGER among MTR GAMING GROUP, INC., ECLAIR HOLDINGS COMPANY, RIDGELINE ACQUISITION CORP., ECLAIR ACQUISITION COMPANY, LLC, ELDORADO HOLDCO, LLC, and THOMAS REEG, ROBERT JONES and GARY CARANO, as the MEMBER REPRESENTATIVE Dated...Agreement and Plan of Merger • September 11th, 2013 • MTR Gaming Group Inc • Hotels & motels • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 9, 2013, by and among MTR GAMING GROUP, INC., a Delaware corporation (“MTR”), ECLAIR HOLDINGS COMPANY, a Nevada corporation and a wholly-owned subsidiary of MTR (“Parent”), RIDGELINE ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub A”), ECLAIR ACQUISITION COMPANY, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub B”), ELDORADO HOLDCO LLC, a Nevada limited liability company (the “Company”), and Thomas Reeg, Robert Jones and Gary Carano, each an adult individual in his capacity as the member representative as provided herein.
