EXHIBIT 2.1
ELDORADO RESORTS LLC
ARTICLES OF MERGER
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These Articles of Merger are delivered to the Nevada Secretary of State for
filing under Nevada Revised Statutes, Section 92A.200.
1. The name and place of organization and governing law of each
constituent entity (a "Constituent Entity") of the merger (the "Merger") are as
follows:
(a) ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada
limited partnership (the "Disappearing Constituent Entity")
Place of organization: Nevada
Governing law: Nevada
(b) ELDORADO RESORTS LLC, a Nevada limited-liability
company (the "Surviving Constituent Entity")
Place of organization: Nevada
Governing law: Nevada
2. A plan of merger (the "Plan of Merger") has been adopted by each
Constituent Entity.
3. Neither Constituent Entity has a parent entity. Accordingly,
approval of the Plan of Merger by the owners of any parent entity was not
required.
4. Exceeding the requirements of Nevada Revised Statutes, Section
92A.140, the Plan of Merger was unanimously approved by all general and limited
partners of the Disappearing Constituent Entity. Exceeding the requirements of
Nevada Revised Statutes, Section 92A.150, the Plan of Merger was unanimously
approved by all members of the Surviving Constituent Entity.
5. The Articles of Organization of the Surviving Constituent Entity
will not be amended in connection with the Merger.
6. The complete executed Plan of Merger is on file at the registered
office of the Surviving Constituent Entity located at 345 North Virginia Street,
Reno, Nevada 89501.
IN WITNESS WHEREOF, these Articles of Merger have been executed on this
28th day of June, 1996, by the duly authorized representatives of each
Constituent Entity, to be effective as of the date on which these Articles of
Merger are filed with the Nevada Secretary of State.
The "Disappearing Constituent Entity"
ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP,
a Nevada limited partnership
General Partners:
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HOTEL-CASINO MANAGEMENT, INC.,
a Nevada corporation
By: /s/ Raymond J. Poncia, Jr.
__________________________________
Raymond J. Poncia, Jr.,
President
By: /s/ Timothy J. Henderson
__________________________________
Timothy J. Henderson,
Secretary
RECREATIONAL ENTERPRISES, INC.,
a Nevada corporation
By: /s/ Donald L. Carano
__________________________________
Donald L. Carano,
President
By: /s/ Glenn T. Carano
__________________________________
Glenn T. Carano,
Secretary
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(Signatures to Articles of Merger Continued)
The "Surviving Constituent Entity"
ELDORADO RESORTS LLC,
a Nevada limited-liability company
By: /s/ Donald L. Carano
____________________________________
Donald L. Carano,
Chief Executive Officer, President
and Presiding Manager
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 27th day of June, 1996, personally appeared before the undersigned,
a Notary Public, in and for the County of Washoe, State of Nevada, Raymond J.
Poncia, Jr. and Timothy J. Henderson, respectively as the President and the
Secretary of HOTEL-CASINO MANAGEMENT, INC., a Nevada corporation that is one of
two general partners of ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada
limited partnership, known to me to be the persons described in and who executed
the foregoing instrument freely and voluntarily and for the uses and purposes
mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the date set forth above.
[Signature Appears Here]
_____________________________________
NOTARY PUBLIC
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STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 28th day of June, 1996, personally appeared before the undersigned,
a Notary Public, in and for the County of Washoe, State of Nevada, Donald L.
Carano and Glenn T. Carano, respectively as the President and the Secretary of
RECREATIONAL ENTERPRISES, INC., a Nevada corporation that is one of two general
partners of ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada limited
partnership, known to me to be the persons described in and who executed the
foregoing instrument freely and voluntarily and for the uses and purposes
mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the date set forth above.
[Signature Appears Here]
_____________________________________
NOTARY PUBLIC
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 27th day of June, 1996, personally appeared before the undersigned,
a Notary Public, in and for the County of Washoe, State of Nevada, Donald L.
Carano, as the Chief Executive Officer, President and Presiding Manager of
ELDORADO RESORTS LLC, a Nevada limited-liability company, known to me to be the
person described in and who executed the foregoing instrument freely and
voluntarily and for the uses and purposes mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the date set forth above.
[Signature Appears Here]
_____________________________________
NOTARY PUBLIC
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