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Venture Catalyst Inc. ▼

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Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (170K) Doc #2450370: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ï¿½Agreementï¿½), dated as of August 25, 2006, is entered into by and among IGT, a Nevada corporation (ï¿½Parentï¿½), Mariposa Acquisition Corp., a Utah corporation and a direct wholly owned subsidiary of Parent (ï¿½Merger Subï¿½), and Venture Catalyst Incorporated, a Utah corporation (the ï¿½Companyï¿½). BACKGROUND A. The respective Boards of Directors of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company (the ï¿½Mergerï¿½), upon the terms and subject to the conditions set forth in . . . 2450370	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming ) ; Paul Hastings Paul, Hastings, Janofsky & Walker ( Legal ) As referenced in this Agreement and Plan of Merger: Paul, Hastings – Andor D. Terner (b) if to the Company, to: Venture Catalyst Incorporated 591 Camino de la Reina, Suite 418 San Diego, California 92108 Attention: John Farrington with a copy to: Paul, Hastings , Janofsky & Walker LLP 3579 Valley Centre Drive San Diego, California 92130 Facsimile: (858) 720-2555 Attention: Deyan Spiridonov 34 Section 8.3 Definitions. For purposes of this Agreement: _____________ dt 1655654 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Skadden, Arps – under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP. Section 5.9 Fees and Expenses. Except as provided in Section 7.5, whether or not the Merger is consummated, all costs and expenses _____________ dt 1668374
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (172K) Doc #2483236: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ï¿½Agreementï¿½), dated as of August 25, 2006, is entered into by and among IGT, a Nevada corporation (ï¿½Parentï¿½), Mariposa Acquisition Corp., a Utah corporation and a direct wholly owned subsidiary of Parent (ï¿½Merger Subï¿½), and Venture Catalyst Incorporated, a Utah corporation (the ï¿½Companyï¿½). BACKGROUND A. The respective Boards of Directors of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company (the ï¿½Mergerï¿½), . . . 2483236	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming ) ; Paul Hastings Paul, Hastings, Janofsky & Walker ( Legal ) As referenced in this Agreement and Plan of Merger: Paul, Hastings – Andor D. Terner (b) if to the Company, to: Venture Catalyst Incorporated 591 Camino de la Reina, Suite 418 San Diego, California 92108 Attention: John Farrington with a copy to: Paul, Hastings , Janofsky & Walker LLP 3579 Valley Centre Drive San Diego, California 92130 Facsimile: (858) 720-2555 Attention: Deyan Spiridonov Section 8.3 Definitions. For purposes of this Agreement: 401( _____________ dt 1655657 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Skadden, Arps – under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP. Section 5.9 Fees and Expenses. Except as provided in Section 7.5, whether or not the Merger is consummated, all costs and expenses _____________ dt 1668381
Preview Full Doc	2006	Exclusivity Agreement Exclusivity Agreement (25K) Doc #2070765: Click preview link for longer preview. EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this ï¿½Agreementï¿½), dated as of June 15, 2006, is entered into by and among International Game Technology, a Nevada corporation (ï¿½IGTï¿½), and Venture Catalyst Incorporated, a Utah corporation (the ï¿½Companyï¿½). BACKGROUND A. IGT and the Company have entered into negotiations with respect to a proposed acquisition of the Company by IGT (the ï¿½Proposed Transactionï¿½). B. The Company desires to announce publicly that it is in discussions with IGT with respect to the Proposed Transaction. C. As an inducement to IGT to continue its . . . 2070765	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming ) ; IGT International Game Technology ( Casinos & Gaming ) As referenced in this Exclusivity Agreement: International Game Technology, – EX-99.1 2 dex991.htm EXCLUSIVITY AGREEMENT Exhibit 99.1 EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this Agreement), dated as of June 15, 2006, is entered into by and among International Game Technology, a Nevada corporation (IGT), and Venture Catalyst Incorporated, a Utah corporation (the Company). BACKGROUND A. IGT and the Company have entered into negotiations with respect to a proposed acquisition _____________ International Game Technology – providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to IGT, to International Game Technology 9295 Prototype Drive Reno, Nevada 89521 Facsimile: (775) 448-1488 Attention: Richard Pennington, Executive Vice President Facsimile: (775) 448-0120 Attention: J. Kenneth Creighton, Vice President with a copy _____________ INTERNATIONAL GAME TECHNOLOGY, – IN WITNESS WHEREOF, IGT and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. IGT: INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation By: /s/ Robert A. Bittman Name: Robert A. Bittman Its: Executive Vice President COMPANY: VENTURE CATALYST INCORPORATED, a Utah corporation By: /s/ John Farrington Name: John _____________ dt 1468686 ;	Paul Hastings Paul, Hastings, Janofsky & Walker ( Legal ) As referenced in this Exclusivity Agreement: Paul, Hastings – Andor D. Terner 6 if to the Company, to: Venture Catalyst Incorporated 591 Camino de la Reina, Suite 418 San Diego, CA 92108 Attention: John Farrington with a copy to: Paul, Hastings , Janofsky & Walker LLP 3579 Valley Centre Drive San Diego, CA 92130 Facsimile: (858) 720-2555 Attention: Deyan Spiridonov (c) This Agreement may be executed in one or more _____________ dt 1397925
Preview Full Doc	2006	Exclusivity Agreement [Amendment No. 1] Exclusivity Agreement [Amendment No. 1] (2K) Doc #2267808: Click preview link for longer preview. 2267808	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming ) ;	IGT International Game Technology ( Casinos & Gaming ) As referenced in this Exclusivity Agreement [Amendment No. 1]: International Game Technology, – EXCLUSIVITY AGREEMENT Exhibit 99.1 FIRST AMENDMENT TO EXCLUSIVITY AGREEMENT This First Amendment to Exclusivity Agreement (this Amendment), dated July 25, 2006, is made and entered into by and among International Game Technology, a Nevada corporation (IGT), and Venture Catalyst Incorporated, a Utah corporation (the Company). WHEREAS, IGT and the Company are parties to that certain Exclusivity Agreement, dated June 15, 2006 ( _____________ dt 1614549
Full Doc	2006	Exclusivity Agreement [Amendment No. 2] Exclusivity Agreement [Amendment No. 2] (2K) Doc #2407791: This document is immediately available for purchase, but does not have a preview available for viewing. 2407791	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming )
Preview Full Doc	2006	Settlement Agreement and Mutual General Release Agreement Settlement Agreement and Mutual General Release Agreement (30K) Doc #979117: Click preview link for longer preview. SETTLEMENT AGREEMENT Settlement Agreement Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE AGREEMENT This Settlement and Mutual General Release Agreement (the “Agreement”) is made and entered into this 19th day of December (the “Effective Date”), by and between Plaintiff / Counterclaim Defendant Venture Catalyst, Inc. (“VCAT”), and Counterclaim Defendants Greg Shay (“Shay”), Kevin McIntosh (“McIntosh”), and Javier Saenz (“Saenz”) on the one side, and Defendant / Counterclaim Plaintiff Jeff Cohn and . . . 979117	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming ) As referenced in this Settlement Agreement and Mutual General Release Agreement: Venture Catalyst, Inc – and Mutual General Release Agreement (the “Agreement”) is made and entered into this 19th day of December (the “Effective Date”), by and between Plaintiff / Counterclaim Defendant Venture Catalyst, Inc . (“VCAT”), and Counterclaim Defendants Greg Shay (“Shay”), Kevin McIntosh (“McIntosh”), and Javier Saenz (“Saenz”) on the one side, and Defendant / Counterclaim _____________ Venture Catalyst Inc – and the TRMP Parties shall be referenced individually as a “Party.” RECITALS WHEREAS, a dispute exists between the Parties that resulted in the commencement of an action entitled Venture Catalyst Inc . v. TRMP LLC, Cohn Technologies, Inc., Jeff Cohn, Mindset LLC, and Does 1-10 v. Venture Catalyst Inc, Greg Shay, Javier Saenz and Kevin McIntosh, United States District Court, _____________ Venture Catalyst Inc – between the Parties that resulted in the commencement of an action entitled Venture Catalyst Inc. v. TRMP LLC, Cohn Technologies, Inc., Jeff Cohn, Mindset LLC, and Does 1-10 v. Venture Catalyst Inc , Greg Shay, Javier Saenz and Kevin McIntosh, United States District Court, Southern District of California, Case No. 05-CV-0063 W (AJB), originally filed January 13, 2005 (the “ _____________ Venture Catalyst Inc – to VCAT’s account pursuant to the following instructions: Receiving Bank: Comerica Bank-California 600 “B” Street San Diego, California, 92101 ABA Transit No.: 121137522 Account Name: Venture Catalyst Inc orporated 3. Dismissal With Prejudice Within five (5) business days of VCAT’s receipt of the Settlement Funds, and the signed Declaration of Jeff Cohn attached hereto as Exhibit _____________ Venture Catalyst Inc – to be executed as of the Effective Date set forth above. ACCEPTED AND AGREED BY: PLAINTIFF / COUNTERCLAIM DEFENDANT: /s/ GREG SHAY DATE: December 20, 2005 Greg Shay Chief Executive Officer, Venture Catalyst Inc . On behalf of Venture Catalyst Inc. COUNTERCLAIM DEFENDANTS: /s/ GREG SHAY DATE: December 20, 2005 Greg Shay On behalf of himself 5 /s/ KEVIN MCINTOSH DATE: December 20, 2005 _____________ dt 1319784 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Settlement Agreement and Mutual General Release Agreement: Comerica Bank- – a precondition to the effectiveness of the releases described herein. The wire transferred funds are to be directed to VCAT’s account pursuant to the following instructions: Receiving Bank: Comerica Bank- California 600 “B” Street San Diego, California, 92101 ABA Transit No.: 121137522 Account Name: Venture Catalyst Incorporated 3. Dismissal With Prejudice Within five (5) business days of VCAT&# _____________ dt 1424137 ;	Marshall Marshall, Dennehey, Warner, Coleman & Goggin ( Legal ) As referenced in this Settlement Agreement and Mutual General Release Agreement: MARSHALL, DENNEHEY – herself APPROVED AS TO FORM BY: COOLEY GODWARD LLP /s/ A.M. STIEGLER Anthony M. Stiegler, Esq. Counsel for Venture Catalyst, Incorporated, Greg Shay, Kevin McIntosh, and Javier Saenz 6 MARSHALL, DENNEHEY , WARNER, COLEMAN & GOGGIN JOHN H. OSORIO THEODORE J. KOBUS III /s/ JOHN H. OSORIO John H. Osorio, Esq. 1845 Walnut Philadelphia, PA 19103 MURCHISON & CUMMING, LLP KENNETH _____________ MARSHALL, DENNEHEY – 234436) /S/ A. M. Stiegler Anthony M. Stiegler Attorneys for Plaintiff and Counterclaim Defendant VENTURE CATALYST INCORPORATED and Counterclaim Defendants GREG SHAY, JAVIER SAENZ and KEVIN McINTOSH Dated: December , 2005 MARSHALL, DENNEHEY , WARNER, COLEMAN & GOGGIN JOHN H. OSORIO THEODORE J. KOBUS III /S/ John H. Osario John H. Osorio Attorneys for Defendants TRMP, LLC; COHN TECHNOLOGIES, INC., Mindset LLC and _____________ dt 1347978
Full Doc	2006	Voting Agreement Voting Agreement (6K) Doc #2483225: This document is immediately available for purchase, but does not have a preview available for viewing. 2483225	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming )
Full Doc	2006	Voting Agreement Voting Agreement (6K) Doc #2483227: This document is immediately available for purchase, but does not have a preview available for viewing. 2483227	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming )
Full Doc	2006	Voting Agreement Voting Agreement (6K) Doc #2483228: This document is immediately available for purchase, but does not have a preview available for viewing. 2483228	Venture Catalyst Venture Catalyst Inc. ( Casinos & Gaming )

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