AGREEMENT FOR EXCHANGE OF ASSETS AND JOINT ESCROW INSTRUCTIONS

Exhibit 2.2

AGREEMENT FOR EXCHANGE OF ASSETS

AND JOINT ESCROW INSTRUCTIONS

By and Between

COAST HOTELS AND CASINOS, INC.,

a Nevada corporation

and

HARRAH'S OPERATING COMPANY, INC.,

a Delaware corporation

Dated as of September 29, 2006

TABLE OF CONTENTS

LIST OF EXHIBITS AND SCHEDULES *

* Exhibits, schedules and similar attachments to this Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Any omitted exhibit, schedule or similar attachment will be furnished supplementally to the SEC upon request.

AGREEMENT FOR EXCHANGE OF ASSETS

AND JOINT ESCROW INSTRUCTIONS

This AGREEMENT FOR EXCHANGE OF ASSETS AND JOINT ESCROW INSTRUCTIONS, including all exhibits and schedules hereto (this " Agreement ") is made and entered into as of September 29, 2006 (the " Effective Date "), by and between COAST HOTELS AND CASINOS, INC, a Nevada corporation (" Coast "), and HARRAH'S OPERATING COMPANY, INC., a Delaware corporation (" Harrah's ").

RECITALS

A. Coast is the owner of the Barbary Coast (as defined below) located in Clark County, Nevada.

B. Harrah's has entered into the Ribbon Acquisition Agreement and the WH Acquisition Agreement (each as defined below) to acquire the Ribbon Property and the Westward Ho Site (each as defined below), respectively.

C. Before the Closing (as defined below), Coast will form a new single purpose subsidiary (" Coast SPE ") and will transfer the Barbary Coast Acquired Assets (as defined below) to Coast SPE.

D. On or about October 2, 2006, Harrah's intends to acquire the Ribbon Property and the Westward Ho Site, each in a single purpose entity.

E. Coast desires to acquire (or to have its designee acquire) the Harrah's SPE Ownership Interest (as defined below) pursuant to which it will indirectly acquire the Ribbon Property and the Westward Ho Site, and Harrah's desires to acquire (or to have its designee acquire) the Coast SPE Ownership Interest (as defined below) pursuant to which it will indirectly acquire the Barbary Coast Acquired Assets.

F. Coast and Harrah's desire to exchange the Coast SPE Ownership Interest for the Harrah's SPE Ownership Interest (the " Transaction ") all on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon and subject to the terms and conditions hereinafter set forth, Coast and Harrah's agree as follows:

ARTICLE I.
DEFINITIONS

1.1    Definitions . As used in this Agreement, the following terms shall have the following meanings:

" AAA " shall have the meaning set forth in Section 6.8(b) hereof.

" Accounts Receivable " means all accounts receivable, notes receivable, markers and indebtedness for borrowed money or overdue accounts receivable, in each case, due and owing by any third party directly to the Barbary Coast, but not including the Tray Ledger.

" Acquired Personal Property " means the Personal Property, excluding the Excluded Personal Property.

" Affiliates " shall mean a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or under common control with, the first-mentioned Person. The parties agree that, from and after Closing, (i) Coast SPE shall not be an Affiliate of Coast, and (ii) the Harrah's SPEs shall not be Affiliates of Harrah's.

" Agreement " shall have the meaning set forth in the preamble hereof.

" Approval " shall have the meaning set forth in Section 2.3(a) hereof.

" Appurtenances " shall mean, with respect to any parcel of real property, all rights, privileges and easements appurtenant to such real property, as well as all mineral rights, water rights and air rights relating thereto and any other easements, rights-of-way, appurtenances, grants of right, licenses, privileges or other agreements for the benefit of such real property or used in connection with the beneficial use, enjoyment and development thereof.

" Assignment and Assumption Agreement " shall mean an assignment and assumption agreement substantially in the form of Exhibit "A" hereto with respect to the Assumed Contracts and Harrah's Assumed Liabilities.

" Assumed Contracts " shall mean only those Barbary Coast Contracts listed on Exhibit "B" attached hereto, all of which Harrah's has elected to assume.

" Auditor " shall have the meaning set forth in Section 2.2 hereof.

" Barbary Coast " shall mean the real and personal property, and the business located at the Barbary Coast Real Property and commonly known as the Barbary Coast Hotel and Casino.

" Barbary Coast Acquired Assets " shall mean, except for the Excluded Assets:

1. the Barbary Coast Real Property;
2. all Acquired Personal Property;
3. the Assumed Contracts;
4. the Tray Ledger;
5. the House Funds;
6. (i) all books and records of Coast relating to Coast SPE, the Barbary Coast and the Barbary Coast Acquired Assets (except to the extent related to the Harrah's Excluded Liabilities, the Excluded Assets or otherwise proprietary to Boyd, Coast or their respective Affiliates), including, without limitation, all architectural, structural, service manuals, engineering and mechanical plans, electrical, soil, wetlands, environmental, and similar reports, studies and audits, (ii) all Transferred Employee Records, except to the extent prohibited by Law and (iii) all plans and specifications related to the Barbary Coast Real Property (collectively, the " Books and Records ");
7. the Governmental Approvals solely relating to the operations of the business at the Barbary Coast, and pending applications therefor, to the extent transferable by Law (subject to the provisions of Section 2.3 hereof);
8. the rights, claims and credits (including all indemnities, warranties and similar rights) in favor of Coast or any of its Affiliates or any of its or their Representatives to the extent relating to (a) the Barbary Coast Acquired Assets or (b) any Harrah's Assumed Liabilities;
9. any and all motor vehicles owned by Coast and used primarily in the operation of the Barbary Coast and which are listed on Exhibit "C" hereto (the " Motor Vehicles "); provided , that , the motor vehicles currently used in any shuttle services between Boyd properties shall not be included;
10. use of the name "Barbary" for a period of one hundred and twenty (120) days from the Effective Date, for no additional consideration and otherwise pursuant to the terms and conditions set forth in a trademark transition agreement to be entered into by the parties as of the Closing Date in a form to be mutually agreed upon (the " Transitional Trademark Agreement "); provided , that , the parties agree that Harrah's shall have no rights to the name "Barbary Coast", nor any rights to any logos, marks or designs of the Barbary Coast;
11. All of Coast's right, title and interest in and to all "Gaming Devices" as defined in NRS 463.0155, all "Cashless Wagering Systems" as defined in NRS 463.014 and "Mobile Gaming Systems" as defined in NGC Regulation 14.010(11) (all of which shall be transferred upon final licensing approval by the State Gaming Control Board, Nevada Gaming Commission and Clark County Liquor and Gaming Licensing Board), gaming tables, keno furniture and equipment and all other equipment and paraphernalia, including, computer equipment and computer software owned or licensed by Coast and used in connection with the Barbary Coast, including, without limitation, "Associated Equipment" as defined in NRS 463.0136, excluding, in each case, any Excluded Assets (collectively, the " Gaming Equipment "); and
12. all other assets used primarily in the operation of the Barbary Coast.

" Barbary Coast Contracts " shall have the meaning set forth in Section 6.4(i) hereof.

" Barbary Coast Deed " shall mean a grant bargain and sale deed in favor of Coast SPE substantially in the form of Exhibit "D" hereto.

" Barbary Coast Exclusive Customer " shall mean only those Barbary Coast customers that (i) were customers of the Barbary Coast within the twelve (12) months prior to the Closing Date, and (ii) were not customers of any of Coast's other properties or Coast's Affiliates' other properties during such period.

" Barbary Coast GP " means Barbary Coast Hotel & Casino, general partnership.

" Barbary Coast Property Taxes " shall have the meaning set forth in Section 4.3(b) hereof.

" Barbary Coast Real Property " shall mean the approximately 4.15 acres of real property, plus all buildings and improvements thereon, comprising Clark County Assessor Parcel Numbers 162-21-101-001 and 162-21-101-003 and commonly known as the Barbary Coast Casino and Hotel and all Appurtenances thereto and all fixtures (excluding, except as otherwise specifically provided in this Agreement, fixtures containing any intellectual property of Coast) owned by Coast and placed on, attached to, or located at and used in connection with the operation of the Barbary Coast (other than Excluded Assets).

" Bill of Sale " shall mean a bill of sale for personal property substantially in the form of Exhibit "E" hereto.

" Books and Records " shall have the meaning set forth in the definition of Barbary Coast Acquired Assets.

" Boyd " means Boyd Gaming Corporation, a Nevada corporation.

" Business Days " shall mean Monday through Friday, unless any of such days is a day on which banks and savings and loan institutions in the State of Nevada are authorized or required by Law to be closed.

" Cap " shall have the meaning set forth in Section 6.9 hereof.

" CBRE " shall have the meaning set forth in Section 6.3(f) hereof.

" Closing " shall have the meaning set forth in Section 4.2 hereof.

" Closing Date " shall have the meaning set forth in Section 4.2 hereof.

" Closing Statement " shall have the meaning set forth in Section 4.3(a) hereof.

" Coast " shall have the meaning set forth in the preamble hereto.

" Coast Assumed Liabilities " shall have the meaning set forth in Section 3.3 hereof.

" Coast Benefit Plans " shall have the meaning set forth in Section 6.4(m) hereof.

" Coast Disclosure Letter " shall have the meaning set forth in Section 6.4 hereof.

" Coast Indemnified Party " and " Coast Indemnified Parties " shall have the meanings set forth in Section 6.6 (b) hereof.

" Coast Permits " shall have the meaning set forth in Section 6.4(k) hereof.

" Coast SPE " shall have the meaning set forth in Recital C hereto.

" Coast SPE Ownership Interest " shall mean all of Coast's right, title and interest in and to the member's interest in Coast SPE.

" Coast's 401(k) Plan " shall have the meaning set forth in Section 7.4(f) hereof.

" Coast's Closing Conditions " shall have the meaning set forth in Section 4.6 hereof.

" Coast's Deliveries " shall have the meaning set forth in Section 4.10(a) hereof.

" Coast's knowledge " shall mean the actual knowledge of David Ross and Gage Parrish. David Ross is the Chief Operating Officer of Coast and Coast Casinos, Inc. and Gage Parrish is the Vice President, Treasurer, Chief Financial Officer and Secretary of Coast and Coast Casinos, Inc.

" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Consideration Allocation " shall have the meaning set forth in Section 2.2 hereof.

" Contract Period " shall mean that period from the Effective Date through and including the Closing Date; provided that if this Agreement is terminated as provided herein, the Contract Period shall end on the date of such termination.

" Customer Data " means all customer databases, customer lists, historical records of customers and any other customer information collected and used by Coast or its Affiliates in connection with marketing and promoting the Barbary Coast.

" Damages " shall mean any and all costs, losses, Liabilities, obligations, damages, claims, demands and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing.

" Effective Date " shall have the meaning set forth in the preamble hereto.

" Encumbrances " means claims, pledges, agreements, limitations on voting rights, charges or other encumbrances or restrictions on transfer of any nature.

" Environmental Condition " means the release by Coast, Barbary Coast GP or their respective Affiliates of any Hazardous Material into the environment at or from Barbary Coast or the Barbary Coast Acquired Assets, or at an offsite location to which such Hazardous Materials were sent by or on behalf of Coast, Barbary Coast GP or their respective Affiliates (including such releases of Hazardous Materials at any offsite location to the extent that such disposition of Hazardous Materials was arranged by Coast, Barbary Coast GP or their respective Affiliates) in each case, prior to the Closing, as a result of which (a) Coast has become liable or could reasonably be expected to be liable to any Person for Environmental Damages, (b) Coast is or was in violation of any Environmental Requirement, (c) Coast has incurred, or could reasonably be expected to be required to incur, response costs for investigation or remediation of any Hazardous Materials, or (d) any Barbary Coast Acquired Assets is subject to or could reasonably be expected to become subject to any Lien or Encumbrance under any Environmental Requirement; provided , however , that none of the foregoing shall be an Environmental Condition to the extent such matter was remediated or otherwise corrected prior to the Effective Date in compliance with applicable Environmental Requirements.

" Environmental Damages " means all losses or Liabilities (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigations, feasibility studies, removal and remedial actions and responding to government requests for information or documents), fines, penalties, restitution and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future, resulting from any actual or alleged claim or demand, by any Person or entity, under any Environmental Requirement, or arising from any Environmental Conditions (including any condition or migration resulting therefrom, whether before or after Closing).

" Environmental Requirements " means all Laws, licenses and permits, relating to pollution or protection of health, safety or the environment (including air, water, soil or natural resources), or the generation, treatment, manufacturing, use, storage, handling, recycling, presence, release, disposal, transportation or shipment of any Hazardous Material, including, but not limited to, the Toxic Substances Control Act (15 U.S.C. 2601 et seq.), Clean Air Act (42 U.S.C. 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601 et seq.) and other similar state and local statutes, in effect as of the date hereof.

" ERISA " shall have the meaning set forth in Section 6.4(m) hereof.

" Escrow " shall have the meaning set forth in Section 4.1 hereof.

" Escrow Holder " shall have the meaning set forth in Section 4.1 hereof.

" Excluded Assets " shall mean:

1. the Excluded Contracts;
2. except for the Tray Ledger and the House Funds, all cash, cash equivalents, bank deposits or similar cash items of Boyd, Coast or their respective Affiliates or held at the Barbary Coast as of the Time of Proration (whether or not reflected on the financial statements of Boyd or Coast as of the Closing Date);
3. all Accounts Receivable;
4. all human resources and other employee related files and records, other than the Transferred Employee Records;
5. all Customer Data; provided that any customer information specifically relating to Barbary Coast customers deemed to be Customer Data which is necessary for Harrah's to carry out its obligations with respect to the Loyalty Program in accordance with Section 7.13(b) hereof shall not be an Excluded Asset;
6. except as otherwise specifically included as a Barbary Coast Acquired Asset, all intangible property and all intellectual property;
7. any refund or credit of Taxes of Boyd, Coast or Coast SPE constituting Harrah's Excluded Liabilities;
8. any radio frequencies licensed to Coast or any of its Affiliates;
9. all proprietary software and information related to the casino management systems and slot management systems and all computer servers that contain such software (for the avoidance of doubt, all hardware (other than the computer servers referenced in this clause (i) ) associated with the hotel, casino and point-of-sale systems shall not be Excluded Assets);
10. all applications for credit;
11. the Excluded Personal Property; and
12. those items set forth on Exhibit "F" attached hereto.

" Excluded Contracts " means all Barbary Coast Contracts other than the Assumed Contracts.

" Excluded Personal Property " means the following:

1. any Personal Property covered by equipment leases from third parties (including Boyd, Coast and their respective Affiliates) or other agreements by which property owned by third parties (including Boyd, Coast and their respective Affiliates) is located at the Barbary Coast or on the Barbary Coast Real Property and used in connection with the operation of the Barbary Coast (including, without limitation, vending machines); provided, that such equipment leases or other agreements are not Assumed Contracts;
2. the Excluded Software;
3. all point of sale credit card verification terminals or imprint plates owned by third parties;
4. any and all signs, menus, stationery, telephone numbers, gift shop inventory or other items (i) indicating that Barbary Coast is owned and/or operated by or on behalf of Coast or Boyd or identifying Barbary Coast as a Boyd or Coast casino, or hotel, or (ii) bearing the name "Michael's", "Barbary Coast" or "Barbary" or bearing the system mark "Boyd®", "Coast®" or any other System Mark of their respective Affiliates, except (x) as specifically provided in the Transitional Trademark Agreement, and (y) for those items that Coast and Harrah's mutually agree may be modified by Harrah's to remove such System Marks or identification, and as to which, on or before the Effective Date, Coast and Harrah's have agreed in writing as to: (1) the manner of modification of such items by Harrah's; and (2) the time within which such modification shall be effected by Harrah's;
5. operating manuals of the Barbary Coast, other than the Books and Records;
6. all chips (including "reserve" chips not currently in circulation and all foreign chips) and tokens;
7. any non-transferable gaming licenses, liquor licenses or other licenses or permits pertaining to the Barbary Coast, subject to the provisions of Section 2.3 hereof;
8. any personal property of the Barbary Coast's employees, and all personal property, trade fixtures, signs, inventory or equipment of any lessee or concessionaire of the Barbary Coast;
9. all Personal Property or fixtures (including certain records, files and memorabilia pertaining to Boyd or Coast and their Affiliates), each more specifically identified on Exhibit "G " attached hereto; and
10. any of the Barbary Coast's insurance policies, rights thereto and proceeds thereof.

" Excluded Software " means all computer software owned by or licensed for use by Boyd, Coast or their respective Affiliates, including, without limitation, all source codes, user codes and data, whether on tape, disc or other computerized format, and all related user manuals, computer records, service codes, programs, stored materials and databases (including, without limitation, all access codes and instructions needed to obtain access to and to utilize the information contained on such computer records), together with any and all updates and modifications of all of the foregoing and all copyrights related to the computer software, including, without limitation, the Customer Data (except as otherwise specifically provided for herein), any customer database, and any customer tracking system, except for software or other items under any Assumed Contract.

" Financial Information " shall have the meaning given in Section 6.4(g) hereof.

" GAAP " means generally accepted accounting principles in the United States.

" Gaming Authority " shall mean any Governmental Entity with regulatory control or jurisdiction over the conduct of lawful gaming or gambling, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board.

" Gaming Equipment " shall have the meaning set forth in the definition of Barbary Coast Acquired Assets.

" Gaming Laws " means any federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, registration, finding of suitability, approval, license, judgment, order, decree, injunction or other authorization, including any condition or limitation placed thereon, governing or relating to the gambling and gaming activities of Harrah's, Coast, Boyd and the Barbary Coast Acquired Assets.

" Governmental Approvals " shall have the meaning set forth in Section 7.6(a) hereof.

" Governmental Entity " shall mean any governmental, administrative or regulatory agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States and political subdivisions thereof and any court, quasi- governmental authority, or Gaming Authority.

" Guest Baggage Transfer Agreement " shall be the Confirmation of Transfer of Guest Baggage in the form of Exhibit "H" hereto.

" Harrah's " shall have the meaning set forth in the preamble hereto.

" Harrah's 401(k) Plan " shall have the meaning set forth in Section 7.4 (f) hereof.

" Harrah's Assumed Liabilities " shall have the meaning set forth in Section 3.1 hereof.

" Harrah's Benefit Plans " shall have the meaning set forth in Section 7.4(d) hereof.

" Harrah's Closing Conditions " shall have the meaning set forth in Section 4.8 hereof.

" Harrah's Deliveries " shall have the meaning set forth in Section 4.10(b) hereof.

" Harrah's Disclosure Letter " shall have the meaning set forth in Section 6.3 hereof.

"Harrah's Excluded Liabilities " shall have the meaning set forth in Section 3.2 hereof.

" Harrah's Indemnified Party " and " Harrah's Indemnified Parties " shall have the meaning set forth in Section 6.6(a) hereof.

" Harrah's knowledge " shall mean, with respect to Harrah's, the actual knowledge of Charles Atwood and Jonathan S. Halkyard.

" Harrah's Medical Plans " shall have the meaning set forth in Section 7.4(e) hereof.

" Harrah's Permits " shall have the meaning set forth in Section 6.3(i).

" Harrah's Ribbon SPE " shall have the meaning set forth in Section 7.15 hereof.

" Harrah's SPE Ownership Interest " shall mean all of Harrah's right, title and interest in and to the member's interest in Harrah's SPEs.

" Harrah's SPEs " shall mean Harrah's Ribbon SPE and Harrah's WH SPE, collectively.

" Harrah's Title Policy " shall have the meaning set forth in Section 4.8(d) hereof.

" Harrah's WH SPE " shall have the meaning set forth in Section 7.15 hereof.

" Hazardous Material " means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under applicable Environmental Requirements, including, without limitation, any quantity of friable asbestos, urea formaldehyde foam insulation, PCBs, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.

" House Funds " means all cash and cash equivalents located at the Barbary Coast, including, without limitation, cash, negotiable instruments, and other cash equivalents located in cages, drop boxes, slot machines and other gaming devices, cash on hand for Barbary Coast manager's petty cash fund and cashiers' banks, coins and slot hoppers, carousels, slot vault and poker bank, and excluding all Barbary Coast chips and tokens and funds in automated teller machines.

" HSR Act " shall have the meaning set forth in Section 6.3(d) hereof.

" Indemnified Parties " shall have the meaning set forth in Section 6.7 hereof.

" Indemnifying Parties " shall have the meaning set forth in Section 6.7 hereof.

" Inventoried Vehicles " shall have the meaning set forth in Section 7.20 hereof.

" Law " shall mean any foreign, federal, state and local law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award (including, without limitation, arbitration award), injunction, decree, policy, guidance, court decision, rule of common law or finding.

" Liabilities " means any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown.

" Liens " means any mortgage, pledge, lien, security interest, conditional or installment sale agreement, exaction, imposition, charge or other claims of third parties of any kind.

" Loyalty Program " shall mean only those awards outstanding as of the Closing Date that were extended in the Ordinary Course of Business by Coast or its Affiliates for comped hotel rooms at the Barbary Coast, sales groups, or banquet bookings. Harrah's will not be required to honor earned player club points, player club cash back or earned player club complementary services earned and outstanding as of the Closing Date under Coast's or its Affiliates' Club Coast programs.

" Motor Vehicles " shall have the meaning set forth in the definition of Barbary Coast Acquired Assets.

" No Solicitation Period " shall have the meaning set forth in Section 7.4(i) hereof.

" Non-Assignable Asset " shall have the meaning set forth in Section 2.3(a) hereof.

" Notice " shall have the meaning set forth in Section 6.7 hereof.

" NRS " means the Nevada Revised Statutes, as amended.

" Operations Settlement " means a final accounting of the operations of the Barbary Coast, as of the Time of Proration, prepared by Coast's accountants and reviewed by Harrah's accountants in the period between 12:01 a.m. on the Closing Date and 12:00 p.m. on the Closing Date, the results of which shall be incorporated into a written operations settlement statement which shall be executed by Harrah's and Coast.

" Ordinary Course of Business " shall describe any action taken by a Person if such action is consistent with such Person's past practices and is taken in the ordinary course of such Person's normal day to day operations.

" Outside Closing Date " shall have the meaning set forth in Section 4.2 hereof.

" Patron and Tenant Deposit Obligations " shall mean, collectively:

(a) the obligation to refund or apply in payment of goods or services any Patron Deposits, which deposits are set forth in more detail on Exhibit "I" hereto; and

(b) the obligation to refund or apply in payment of goods or services any Tenant Deposits, which deposits are set forth in more detail on Exhibit "K" hereto.

Exhibits "I" and "K" shall be updated by Coast as of the Closing Date to reflect Patron and Tenant Deposit Obligations, respectively, as of the Closing Date.

" Patron Deposit " shall mean those Barbary Coast guest deposits (including, without limitation, hotel guest, convention, banquet and catering deposits) held by Coast as of the Time of Proration.

" Permitted Encumbrances " shall mean the Permitted Liens, all matters disclosed by the Barbary Coast Pro Forma Title Policy, the UCC Search, all matters disclosed by an ALTA survey (which has been approved by the parties) of the applicable Real Property, zoning and subdivision ordinances, terms and conditions of licenses, permits and approvals and Laws of any Governmental Entity having jurisdiction over the Barbary Coast, non-delinquent general real estate and tangible Personal Property Taxes and assessments for the year of the Closing and thereafter, and special Taxes and assessments payable or becoming a Lien after the Closing Date.

" Permitted Liens " means, with respect to Boyd or Coast (a) Liens or Encumbrances for assessments and other governmental charges not delinquent or which are currently being contested in good faith by appropriate proceedings; (b) Liens or Encumbrances for Taxes not yet due and payable; (c) mechanics' and materialmen's Liens or Encumbrances not filed of record and similar charges not delinquent, or which are filed of record but are being contested in good faith by appropriate proceedings, in each case, which have been disclosed to Harrah's in the Coast Disclosure Letter; (d) Liens or Encumbrances in respect of judgments or awards with respect to which Boyd or Coast shall in good faith currently be prosecuting an appeal or other proceeding for review and with respect to which Boyd or Coast shall have secured a stay of execution pending such appeal or such proceeding for review, in each case, which have been disclosed to Harrah's in the Coast Disclosure Letter; (e) any Liens or Encumbrances or privilege vested in any licensor or permitter for obligations of Boyd or Coast thereunder so long as the performance of such obligations is not delinquent and such license or permit has been disclosed to Harrah's in the Coast Disclosure Letter; (f) rights of tenants under operating leases to the extent they are an Assumed Contract; and (g) any Harrah's Assumed Liability.

" Person " means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, joint venture, estate, other entity or "group" (as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended).

" Per Diem Taxes " shall have the meaning set forth in Section 7.16(d) hereof.

" Personal Property " means all office, hotel, casino, showroom, restaurant, bar, convention, meeting and other furniture, furnishings, appliances, equipment, equipment manuals, slot machines, gaming tables and gaming paraphernalia (including, without limitation, parts or inventories thereof), other Gaming Equipment (if any), fans, passenger/delivery vehicles, point of sale equipment, two-way security radios and base station, maintenance equipment, tools, signs and signage, office supplies, cleaning supplies in unopened cases or bulk containers or packages; linens (sheets, towels, blankets, napkins), uniforms, silverware, glassware, chinaware, pots, pans and utensils, and food, beverage, and alcoholic beverage inventories owned by Coast or its Affiliates and used primarily in the operation of the business at the Barbary Coast on the Closing Date.

" Post-Closing Tax Period " shall mean any Tax Period beginning on or after the Closing Date and that portion of any Straddle Period beginning on or after the Closing Date.

" Pre-Closing Tax Period " shall mean any Tax Period ending before the Closing Date and that portion of any Straddle Period ending before the Closing Date.

" Property Employees " shall mean employees of Coast who are located at the Barbary Coast, other than the Reserved Employees.

" Real Property " shall mean the Barbary Coast Real Property, the Ribbon Property and the Westward Ho Site, collectively.

" Related Transactions " shall mean, collectively, the Ribbon Acquisition, and the WH Acquisition.

" Representatives " shall mean any officer, director, employee, financial advisor, consultant, agent or other representative.

" Reserved Employees " means the employees of the Barbary Coast that are listed on Exhibit "J" attached hereto.

" Ribbon Acquisition " shall mean the acquisition by Harrah's or its designee of the Ribbon Property in accordance with the terms and conditions of the Ribbon Acquisition Agreement.

" Ribbon Acquisition Agreement " shall mean that certain Purchase and Sale Agreement and Joint Escrow Instructions executed as of May 26, 2006 by and between The Yarrow LLC, as seller, and Harrah's, as buyer, as amended from time to time in accordance with this Agreement.

" Ribbon Property " shall mean the approximately 8.81 acres comprising Clark County Assessor Parcel Number 162-09-303-004 and located next to the Westward Ho Site.

" Ribbon Property Deed " shall mean the Grant, Bargain and Sale Deed for the Ribbon Property, substantially in the form attached to the Ribbon Acquisition Agreement as of the Effective Date.

" Ribbon Property Title Policy " shall have the meaning set forth in Section 4.6(i) hereof.

" Ribbon Title Commitment " shall mean the Preliminary Report Order No. 05-08-1661-DTL, 5th Amendment, regarding the Ribbon Property dated August 18, 2006, and issued by the Title Company, including all schedules and exhibits thereto, and true and correct copies of all instruments giving rise to any exceptions to title to the Ribbon Property.

" Ribbon/Westward Ho Property Taxes " shall have the meaning set forth in Section 4.3(c) hereof.

" Room Revenues " means all revenues from the rental of guest rooms at the Barbary Coast, together with any sales or other taxes thereon.

" Section 1031 Exchange " shall have the meaning set forth in Section 7.1(a) hereof.

" Straddle Period " shall mean any Tax Period beginning before the Closing Date and ending on or after the Closing Date.

" System Mark " means service marks, trademarks, copyrights, trade names, patents, fictitious firm names, color arrangements, designs, logos and other registrations now or hereafter held or applied for in connection therewith.

" Tax Claim " shall have the meaning set forth in Section 6.6(g) hereof.

" Tax Period " shall mean any period prescribed by any Governmental Entity for which a Tax Return is required to be filed or a Tax is required to be paid.

" Taxes " shall mean any and all taxes, charges, fees, levies, tariffs, duties, liabilities, impositions or other assessments in the nature of a tax (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any tax authority or other Governmental Entity, including, without limitation, income, gross receipts, profits, gaming, excise, real or personal property, environmental, sales, use, value-added, ad valorem, withholding, social security, retirement, employment, unemployment, worker's compensation, occupation, service, license, net worth, capital stock, payroll, franchise, gains, stamp, transfer and recording taxes, and shall include any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or similar provisions of state, local or foreign Law), or as a transferee or successor, by contract or otherwise.

" Tenant Deposits " shall mean all Barbary Coast retail tenant deposits held by Coast as of the Time of Proration.

" Tharaldson " shall mean Tharaldson Motels II of Las Vegas, Inc., a North Dakota corporation.

" Third Party Claims " shall have the meaning set forth in Section 6.6(d) hereof.

" Threshold " shall have the meaning set forth in Section 6.9 hereof.

" Time of Proration " shall mean 12:01 a.m. on the Closing Date.

" Title Company " shall mean Nevada Title Company.

" Transaction " shall have the meaning set forth in Recital F hereto.

" Transfer " shall have the meaning set forth in Section 7.14 hereof.

" Transfer Taxes " shall have the meaning set forth in Section 7.16(a) hereof.

" Transferred Employees " shall have the meaning set forth in Section 7.4(a) hereof.

" Transferred Employee Records " shall mean files and records (which data shall be in both electronic and hard copy form to the extent available) of Coast that relate to Transferred Employees, but only to the extent that such files and records (including the electronic or hard copy form of such data) exist and pertain to (a) skills and development training and performance reviews, (b) seniority histories, (c) salary and benefit information, (d) Occupational, Safety and Health Administration reports and records, (e) active medical restriction forms, (f) employee master record information, (g) employee position/job codes and descriptions and (h) associated reporting structures.

" Transition Period " shall have the meaning set forth in Section 7.17 hereof.

" Transition Plan " shall have the meaning set forth in Section 7.17 hereof.

" Transitional Trademark Agreement " shall have the meaning set forth in the definition of the Barbary Coast Acquired Assets.

" Tray Ledger " means any accounts receivable of registered guests who have not checked out and who are occupying rooms at the Barbary Coast at the Time of Proration.

" Underlying Agreements " shall mean the Ribbon Acquisition Agreement and the WH Acquisition Agreement.

" UCC Search " shall mean a UCC search of Coast, Coast Hotels & Casinos, Inc. and Boyd in all appropriate jurisdictions.

" Underlying Property Title Policies " shall mean, collectively, the Ribbon Property Title Policy and the Westward Ho Title Policy.

" Westward Ho Deed " shall mean the Grant, Bargain and Sale Deed for the Westward Ho Site, in substantially the form attached to the Westward Ho Acquisition Agreement as of the Effective Date.

" Westward Ho Site " shall mean the approximately 15.22 acre site of the former Westward Ho Casino and Hotel, comprising Clark County Assessor Parcel Numbers 162-09-303-001, 162-09-303-002, and 162-09-303-003 currently owned by Tharaldson or its Affiliates.

" Westward Ho Title Policy " shall have the meaning set forth in Section 4.6(j) hereof.

" WH Acquisition " shall mean the acquisition by Harrah's or its designee of the Westward Ho Site in accordance with the terms and conditions of the WH Acquisition Agreement.

" WH Acquisition Agreement " shall mean an agreement between Harrah's and Tharaldson to effect the WH Acquisition, as amended from time to time in accordance with this Agreement.

" WH Title Commitment " shall mean the Commitment for Title Insurance Order No. 06-05-1557-DTL regarding the Westward Ho Site dated August 31, 2006 and issued by the Title Company, including all schedules and exhibits thereto, and true and correct copies of all instruments giving rise to any exceptions to title to the Westward Ho Site.

ARTICLE II.
Exchange

2.1    Exchange .

1. Barbary Coast . At the Closing and upon all the terms and subject to all of the conditions contained herein, Coast hereby agrees to transfer to Harrah's (or its designee), and Harrah's (or such designee) hereby agrees to receive from Coast, the Coast SPE Ownership Interest and to assume from Coast the Harrah's Assumed Liabilities pursuant to Section 3.1 hereof.
2. Ribbon Property and Westward Ho Site . At the Closing and upon all the terms and subject to all of the conditions contained herein, Harrah's hereby agrees to transfer to Coast (or its designee), and Coast (or such designee) hereby agrees to receive from Harrah's, the Harrah's SPE Ownership Interest and to assume from Harrah's the Coast Assumed Liabilities pursuant to Section 3.3 hereof.

2.2    Allocation of Consideration . Coast and Harrah's shall endeavor in good faith to agree on the allocation of the consideration for the Transaction (as determined for federal income tax purposes, including any assumed liabilities that are required to be treated as part of the consideration for federal income tax purposes) among the Barbary Coast Acquired Assets (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and applicable Nevada Law (the " Consideration Allocation "). If Harrah's and Coast have not agreed on the Consideration Allocation by the Closing Date, Harrah's and Coast shall endeavor in good faith to resolve such disagreement as promptly as practicable following the Closing Date. If Harrah's and Coast are unable to resolve such disagreement within sixty (60) days following the Closing Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Harrah's and Coast (the " Auditor ") as promptly as practicable, and such resolution(s) will be reflected in the Consideration Allocation. The fees and expenses of the Auditor shall be borne equally by Harrah's and Coast. Harrah's and Coast agree to (x) be bound by the Consideration Allocation, (y) act in accordance with the Consideration Allocation in the filing of all tax returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income tax return for the taxable year that includes the Closing Date) and in the course of any tax audit, tax review or tax litigation relating thereto, and (z) take no position and cause its Affiliates to take no position inconsistent with the Consideration Allocation for tax purposes, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code. Notwithstanding anything herein to the contrary, for purposes of preparing the Consideration Allocation, Coast and Harrah's agree that no value will be allocated to any Section 197 intangibles in connection with the exchange of the Barbary Coast property (or the exchange of the Coast SPE Ownership Interests, as applicable).

2.3    Assignability and Consents .

1. Notwithstanding anything to the contrary contained in this Agreement, if the assignment or attempted assignment to Coast SPE of any Barbary Coast Acquired Assets or the subsequent assignment of the Coast SPE Ownership Interests to Harrah's is (i) prohibited by any applicable Law (other than a Law that operates to prevent the transfer of the Coast SPE Ownership Interest to Harrah's) or (ii) would require any authorizations, approvals, consents or waivers (" Approval ") from a third Person and such Approval shall not have been obtained prior to the Closing (each, a " Non-Assignable Asset "), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such Approval is obtained. During the Contract Period, Coast shall use its commercially reasonable efforts to obtain any Approval related to the Non-Assignable Assets. After the Closing, Coast shall continue to use its commercially reasonable efforts to obtain any Approval that has not been obtained related to the Non-Assignable Assets, and Harrah's shall cooperate with Coast in any commercially reasonable arrangement to provide Coast SPE or its successor with the benefits under such Non-Assignable Asset until such time as such Approval shall have been obtained, and Coast shall cooperate with Harrah's and Coast SPE or its successor in any such commercially reasonable arrangement, and, in such case, Coast SPE or its successor shall be liable to Coast in a fashion equivalent to what Coast SPE's or its successor's Liabilities would be under the Non-Assignable Asset if it were assigned. Coast shall promptly pay over to Coast SPE or its successor the net amount (after expenses and taxes) of all payments received by it after the Closing in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 2.3(a) shall not apply to any Approvals that are conditions to consummating the Transaction pursuant to Article IV below.
2. Once Approval for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Coast shall assign and deliver such Non-Assignable Asset to Coast SPE or its successor at no additional cost to Harrah's or Coast SPE or its successor, and such Non-Assignable Asset shall thereafter constitute a Barbary Coast Acquired Asset. Notwithstanding anything to the contrary contained in this Agreement, Coast SPE or its successor shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Coast SPE or its successor; provided , however , that Coast SPE or its successor shall be liable to Coast for performing its obligations under the commercially reasonable arrangements described in Section 2.3(a) .
3. Except for delivery of the Assumed Contracts to Coast SPE by Coast, and as set forth in Section 2.3(a) and (b) , Harrah's understands and agrees that it is solely Harrah's responsibility to obtain any and all operating agreements necessary to conduct business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Harrah's shall also be responsible for obtaining new licenses and permits for the operation of Barbary Coast. Except as otherwise expressly provided in this Agreement, no licenses or permits will be transferred by Coast in connection with the transactions contemplated herein.

2.4    Ribbon Property and Westward Ho Site Due Diligence Materials . On or prior to the Effective Date and during the Contract Period, Harrah's shall provide, or cause to be provided, to Coast and Coast shall make available to Harrah's, copies of all material reports, studies and analyses that to Harrah's or Coast's knowledge, as applicable, is in their respective possession or control regarding the physical condition of the Ribbon Property and the Westward Ho Site, including without limitation, all reports, studies and analyses relating to Hazardous Materials and compliance with Environmental Requirements.

2.5    Barbary Coast Due Diligence Materials . On or prior to the Effective Date, Coast shall provide to Harrah's copies of all material reports, studies and analyses which, to Coast's knowledge, are in Coast's possession or control regarding the Barbary Coast Acquired Assets, including without limitation, all reports, studies and analyses relating to Hazardous Materials and compliance with Environmental Requirements.

2.6    Risk of Loss . Until the Closing Date, Coast shall bear the risk of any loss or damage to the Barbary Coast Acquired Assets from fire, casualty or other occurrence and Harrah's shall bear such risk with respect to the Barbary Coast Acquired Assets on and after the Closing Date. Until the Closing Date, Harrah's shall bear the risk of any loss or damage to the Ribbon Property and the Westward Ho Site from fire, casualty or other occurrence and Coast shall bear such risk with respect to the Ribbon Property and the Westward Ho Site on and after the Closing Date. For the avoidance of doubt, the parties acknowledge that no such fire, casualty or other occurrence at the Ribbon Property or Westward Ho Site shall give rise to any termination rights hereunder.

ARTICLE III.
LIABILITIES

3.1    Assumption of Liability by Harrah's . As a result of Harrah's acquisition of the Coast SPE Ownership Interest, Harrah's shall indirectly assume the following Liabilities of Coast (the " Harrah's Assumed Liabilities "):

1. all Liabilities relating to Coast SPE, any of the Barbary Coast Acquired Assets or arising from the ownership, operation, conduct of business or maintenance of the Barbary Coast or the Barbary Coast Acquired Assets accruing, arising out of, or relating to events or occurrences happening from and after the Closing, including all obligations and burdens arising in respect of any Assumed Contracts and all obligations and burdens arising out of or relating to the employment of the Transferred Employees on and after the Closing Date, including all obligations related to accrued and unused vacation time, sick time and other paid time off, if any, as of the Closing Date;
2. all Liabilities of Coast or Coast SPE with respect to reservations relating to the Barbary Coast, including hotel, restaurants and other facilities, and all room allocations agreements and banquet facility and service agreement made prior to the Closing by Coast in the Ordinary Course of Business for dates on or after the Closing, and all Patron and Tenant Deposit Obligations; and
3. except as provided in Sections 4.3(b) and (e) and 7.16(a) , all Taxes for a Post-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Barbary Coast Acquired Assets.

3.2    Harrah's Excluded Liabilities . Notwithstanding anything contained herein to the contrary or by virtue of Harrah's acquisition of the Coast SPE Ownership Interest, Harrah's shall not be directly or indirectly liable for any Liabilities of Coast or its Affiliates and other than the Harrah's Assumed Liabilities, Coast and Boyd shall retain and Harrah's shall not be deemed to be assuming, liable, or responsible for, or taking subject to any Liabilities of Coast or its Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, including, without limitation, the following Liabilities (" Harrah's Excluded Liabilities "):

1. all Liabilities relating to the Coast SPE or any of the Barbary Coast Acquired Assets or arising from the ownership, operation, conduct of business or maintenance of the Barbary Coast or the Barbary Coast Acquired Assets accruing, arising out of, or relating to events or occurrences happening prior to the Closing Date, including, without limitation, all obligations and burdens arising in respect of any Assumed Contracts;
2. any Liability of Coast or Coast SPE arising out of or relating to the employment of the Reserved Employees, and any Liabilities of Coast arising out of or relating to the employment of the Transferred Employees prior to the Closing Date;
3. except as provided in Sections 4.3(b) and (e) and 7.16(a) , all Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Barbary Coast Acquired Assets;
4. any Liability of Coast, Coast SPE any of their respective Affiliates that relates to any Excluded Asset;
5. any Environmental Damages relating to the Barbary Coast arising out of, or relating to, events or occurrences happening prior to the Closing Date;
6. any Liability of (x) Coast or any Person or entity which is now or ever has been a member of a "controlled group of corporations" with, under "common control" with, or a member of an "affiliated service group" with, as such terms are defined in Section 414(b), (c), (m), or (o) of the Code, (y) Coast with respect to any Coast Benefit Plan or any other "employee benefit plan," as defined in Section 3(3) of ERISA;
7. any Liability of Coast or its Affiliates arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 7.4 hereof, including, without limitation, all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts and other payments due and owing to such Property Employees through the date of their termination (other than as set forth in Section 3.1(a) hereof with respect to accrued and unused vacation time, sick time and other paid time off of the Transferred Employees), payroll taxes and any other costs of termination; and
8. any Liability incurred by Coast, Coast SPE or any of their respective Affiliates for expenses incurred on or before the Closing Date in connection with this Agreement and the Transaction, other than any Transfer Taxes that are to be borne by Harrah's pursuant to Section 7.16(a) .

3.3    Assumption/Exclusion of Liability by Coast . As a result of the acquisition of Harrah's SPE Ownership Interest, Coast shall indirectly assume all Liabilities relating to the Harrah's SPEs and the Ribbon Property and the Westward Ho Site arising out of, or relating to events or occurrences happening from and after the Closing (the " Coast Assumed Liabilities ").

ARTICLE IV.
CLOSING

4.1    Opening of Escrow . Within one (1) Business Day of the Effective Date, Harrah's and Coast shall open an escrow (the " Escrow ") with the Title Company (" Escrow Holder "), by delivering a fully executed copy of this Agreement to Escrow Holder. Escrow Holder will execute the Joinder of Escrow Holder at the end of this Agreement and return fully executed copies hereof to Harrah's and Coast when Escrow has opened. Escrow shall be deemed open upon Escrow Holder's execution hereof. The Escrow Holder will be the reporting person pursuant to Section 6045(e) of the Code. The parties will execute such other customary escrow instructions reasonably required by the Escrow Holder so long as they are consistent with this Agreement.

4.2    Closing . Harrah's and Coast agree to a closing of the Escrow contemplated by this Agreement and exchange of the Coast SPE Ownership Interest and the Harrah's SPE Ownership Interest (the " Closing ") on the later of (a) January 30, 2007, or (b) the date that is three (3) Business Days after the satisfaction or waiver of all of the conditions set forth in Sections 4.6 and 4.8 hereof, as either clause (a) or (b) may be extended pursuant to the terms hereof, at 12:01 a.m., Pacific time, unless another time shall be agreed to by the parties (the " Closing Date "); provided , however , that in no event shall the Closing Date be extended beyond April 1, 2007 (the " Outside Closing Date ").

4.3    Closing Statement and Prorations .

1. Closing Statement . The Title Company or Escrow Holder shall prepare (with cooperation from Harrah's and Coast, as appropriate), and deliver to Harrah's and Coast for their review and approval no later than five (5) Business Days prior to the Closing, a written closing statement setting forth the prorations, allocations and adjustments of the items listed in this Section 4.3 with respect to the Transaction (the " Closing Statement "). The Closing Statement shall be executed and delivered by Coast and Harrah's at or before the Closing. Such prorations shall, subject to adjustment within sixty (60) days of Closing, be final and binding (absent manifest error) on Coast and Harrah's. At Closing there shall be a cash settlement of amounts owed by one party to the other as reflected in the Closing Statement.
2. Barbary Coast Property Taxes . All real and personal property, ad valorem or similar Taxes or assessments on the Barbary Coast Real Property or the Acquired Personal Property, as applicable (collectively, " Barbary Coast Property Taxes "), for the current property tax year that includes the Closing Date shall be prorated as of the Closing Date (which shall be determined on a per diem basis from the beginning of the current property tax year through the day prior to Closing) using the actual current tax bill and shall be credited to the appropriate party in the Closing Statement. Any Barbary Coast Property Taxes relating to Pre-Closing Tax Periods shall be the Liability of Coast. Any Barbary Coast Property Taxes relating to Post-Closing Tax Periods shall be the Liability of Harrah's. Any Barbary Coast Property Tax refunds or rebates attributable to Pre-Closing Tax Periods shall be the property of Coast, and Harrah's shall pay promptly to Coast any such amounts that it receives. Any Barbary Coast Property Tax refunds or rebates attributable to Post-Closing Tax Periods shall be the property of Harrah's, and Coast shall pay promptly to Harrah's any such amounts that it receives. The provisions of this Section 4.3(b) shall survive the Closing.
3. Ribbon Property and Westward Ho Site Property Taxes . All real and personal property, ad valorem or similar Taxes or assessments on the Ribbon Property and the Westward Ho Site, as applicable (collectively, the " Ribbon/Westward Ho Property Taxes ") for the current property tax year that includes the Closing Date shall be prorated as of the Closing Date (which shall be determined on a per diem basis from the beginning of the current property tax year through the day prior to Closing) using the actual current tax bill and shall be credited to the appropriate party in the Closing Statement. Any Ribbon/Westward Ho Property Taxes relating to Pre-Closing Tax Periods shall be the Liability of Harrah's. Any Ribbon/Westward Ho Property Taxes relating to Post-Closing Tax Periods shall be the Liability of Coast. Any Ribbon/Westward Ho Tax refunds or rebates attributable to Pre-Closing Tax Periods shall be the property of Harrah's, and Coast shall pay promptly to Harrah's any such amounts that it receives. Any Ribbon/Westward Ho Tax refunds or rebates attributable to Post-Closing Tax Periods shall be the property of Coast, and Harrah's shall pay promptly to Coast any such amounts that it receives. The provisions of this Section 4.3(c) shall survive the Closing.
4. Utilities .
5. 1. Utility meters at the Barbary Coast will be read, to the extent that the utility company will do so, during the daylight hours on the day prior to the Closing Date, with charges to that time paid by Coast and charges thereafter paid by Harrah's.
   2. Prepaid utility charges for the Barbary Coast shall be adjusted on the Closing Statement.
   3. Charges for utilities for the Barbary Coast which are un-metered, or for meters which have not been read on the day prior to the Closing Date, will be prorated between Harrah's and Coast as of the Closing Date based upon utility billings received after the Closing. Coast or Harrah's, as appropriate, shall, upon receipt, submit a copy of the utility billings received after the Closing Date for any such charges to the other party and such other party shall pay its pro rata share of such charges to the party requesting payment within seven (7) days from the date of any such request.
   4. Utilities for the Barbary Coast shall include electricity, gas, water and sewer.
6. Gaming Taxes . Coast shall be and remain liable for any fees or taxes due pursuant to NRS Chapter 463 and NRS Chapter 368A which accrue prior to the Time of Proration. Within thirty (30) days following the Closing Date, any fees or taxes which have been prepaid or advanced by Coast, for which Harrah's receives the benefit thereof shall be reimbursed to Coast by Harrah's. Coast shall be liable for all live entertainment taxes and any other fees or taxes pursuant to NRS Chapter 463 which accrue prior to the Closing Date and Harrah's shall be liable for all live entertainment taxes and any other fees or taxes pursuant to NRS Chapter 463 which accrue on or after the Closing Date. The provisions of this Section 4.3(e) shall apply notwithstanding any other provision of this Agreement.
7. Assumed Contracts . All income and expenses pursuant to the Assumed Contracts will be prorated between Coast and Harrah's as of the Time of Proration on the Closing Statement. Coast shall receive a credit on the Closing Statement for the amount of any prepaid rents related to periods after the Closing, security deposits, or other deposits previously paid by Boyd or Coast under the Assumed Contracts, less any such amounts paid to and collected by Coast under the Assumed Contracts. Any amounts received by Harrah's under the Assumed Contracts related to any period prior to the Time of Proration shall be promptly paid to Coast. Any amounts received by Coast under the Assumed Contracts related to any period after the Time of Proration shall be promptly paid to Harrah's. Any amounts due relating to the Excluded Assets or Harrah's Excluded Liabilities will be promptly paid by Coast.
8. Closing and Title Fees . Coast and Harrah's shall each pay one-half (1/2) of (x) the fees associated with the closing of Escrow, and (y) all Transfer Taxes as contemplated by Section 7.16(a) hereof. Coast shall bear (i) the cost of recording the Barbary Coast Deed, (ii) the cost of standard (CLTA) coverage of Harrah's Title Policy, (iii) the cost of all premiums, including without limitation, ALTA and extended coverage, and any endorsements required for the Underlying Property Title Policies, as Coast shall determine in its sole discretion, and (iv) the cost of all other due diligence investigations on the Ribbon Property and the Westward Ho Site undertaken by Coast. Harrah's shall bear (i) the cost of standard (CLTA) coverage of the Underlying Property Title Policies, (ii) the cost of all premiums, including without limitation, ALTA and extended coverage, and any endorsements required for Harrah's Title Policy, as Harrah's may determine in its sole discretion, and (iii) the cost of all other due diligence investigations on the Barbary Coast undertaken by Harrah's. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated between Harrah's and Coast in the manner customary in Clark County, Nevada. All amounts spent by Harrah's for due diligence investigations of the Ribbon Property and/or the Westward Ho Site shall be paid by Harrah's. Subject to the applicable provisions of this Agreement, Harrah's shall pay, pursuant to the relevant agreement, the net prorations and closing costs due from the buyer to seller under the Ribbon Acquisition Agreement and the WH Acquisition Agreement.
9. Cooperation . In the event Coast and Harrah's agree that additional items should be prorated, allocated and/or adjusted between Coast and Harrah's, any such items shall be prorated, allocated and/or adjusted consistent with the provisions of this Section 4.3 .

4.4    Operations Settlement . The items listed in subclauses (a) through (d) of this Section 4.4 shall be determined by the Operations Settlement. Any amounts determined to be due and owing to Coast pursuant to the Operations Settlement shall be paid for by Harrah's to Coast by wiring of federal funds to the account designated by Coast, no later than 12:00 noon (Pacific Standard Time) on the day immediately following the Closing Date and any amounts determined to be due and owing to Harrah's pursuant to the Operations Settlement shall be paid for by Coast to Harrah's by wiring of federal funds to the account designated by Harrah's, no later than 12:00 noon (Pacific Standard Time) on the day immediately following the Closing Date. Each party shall bear its own costs of participation in the preparation of the Operations Settlement.

1. Room Revenues . Room Revenues for the night that includes the Time of Proration shall be split equally between Harrah's and Coast pursuant to the Operations Settlement. Revenues, other than Room Revenues, of the Barbary Coast for the night that includes the Time of Proration shall belong solely to and be retained by Coast.
2. Tray Ledger . Harrah's shall receive the Tray Ledger as of the Time of Proration from Coast pursuant to the Operations Settlement, and shall credit Coast in an amount equal to the value of the Tray Ledger.
3. House Funds . Harrah's and Coast shall mutually agree upon a procedure for counting and determining all House Funds as of the Time of Proration, which amount shall in no event be less than required by applicable Law, and Harrah's shall pay to Coast as part of the Operations Settlement the amount of all House Funds. Harrah's shall have no obligation to purchase chips or tokens of other casinos, all of which shall be retained by Coast and are excluded from sale.
4. Patron and Tenant Deposits Obligations . Harrah's shall be credited in an amount equal to all Patron and Tenant Deposit Obligations as of the Time of Proration from Coast pursuant to the Operations Settlement.

4.5    Adjustment For Progressive Liabilities and Accounts Receivable .

1. Adjustment For Progressive Liabilities . Within two (2) Business Days following the Closing, Coast shall pay to Harrah's in immediately available funds an amount equal to the amounts shown as of the Time of Proration on the meters of: (a) Coast's in-house progressive slot machines located at the Barbary Coast (if not removed by the vendor at or before the Time of Proration), and (b) table games with an in-house progressive jackpot feature (if not removed by the vendor at or before the Time of Proration).
2. The collection of all Accounts Receivable other than the Tray Ledger accruing prior to the Time of Proration (including receivables and revenues for food, beverages and telephone and casino credit) shall be the responsibility of Coast. Following the Closing, Harrah's shall not be obligated to collect any such Accounts Receivable or revenues, but if Harrah's, following the Closing, collects any Accounts Receivable, such amounts will be the property of Coast and will be promptly remitted to Coast. In addition, following the Closing, each of the parties shall reasonably cooperate with each other regarding the foregoing, and shall not enter into any relationship, agreement or take any action intended to frustrate the intent of this Section 4.5(b) . The terms and conditions of this Section 4.5(b) shall survive the Closing.

4.6    Coast's Closing Conditions . The following constitute the conditions that must be satisfied or waived by Coast prior to Coast being obligated to close the Transaction (" Coast's Closing Conditions "):

1. Deliveries . Harrah's shall make all Harrah's Deliveries no later than one (1) Business Day prior to the Closing Date.
2. No Default . Harrah's shall not be in material breach of any of the terms or conditions of this Agreement and shall have performed, in all material respects, all covenants, agreements and obligations to be performed by it under this Agreement. Coast shall have received a certificate signed on behalf of Harrah's by an officer of Harrah's to such effect.
3. Related Transactions . The Ribbon Acquisition and the WH Acquisition shall have closed.
4. No Breach of Representations and Warranties . All representations and warranties of Harrah's contained in this Agreement (i) which are not qualified as to materiality or material adverse effect shall be true and correct in all material respects, and (ii) which are qualified as to materiality or material adverse effect shall be true and correct in all respects, each at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date). Coast shall have received a certificate signed on behalf of Harrah's by an officer of Harrah's to such effect.
5. No Injunctions . No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment, injunction, statute, rule or regulation which is in effect (whether temporary, preliminary or permanent) and which prevents or prohibits the consummation of the Transaction or that makes it illegal for either party hereto to perform its obligations hereunder.
6. HSR Act . Any applicable waiting periods, together with any extensions thereof, under the HSR Act and the antitrust or competition Laws of any other applicable jurisdiction shall have expired or been terminated.
7. Governmental Approvals . Each of (i) Harrah's (or its designee), except as provided in Section 7.29 hereof, and (ii) Boyd and Coast (or their respective designees), shall have received any and all required Governmental Approvals.
8. No Termination . Neither party shall have terminated this Agreement pursuant to any other provision hereof.
9. Ribbon Title Commitment and Title Policy. Within five (5) Business Days prior to the Closing Date, Coast shall have received updates to the Ribbon Title Commitment, dated no earlier than ten (10) Business Days prior to the Closing Date, which updates shall not contain any additional material exceptions from the Ribbon Title Commitment delivered to Coast as of the Effective Date arising after the date of the Ribbon Property Title Policy (as defined below) and caused by Harrah's or its Affiliates (and shall include no monetary Liens, Encumbrances or other exceptions arising after the date of the Ribbon Property Title Policy and caused by Harrah's or its Affiliates, other than taxes and assessments that are not yet due and payable, except as previously approved by Coast). The Title Company shall have delivered, or be irrevocably committed to deliver, to the Harrah's Ribbon SPE an ALTA (Form 1992) Owner's Policy of Title Insurance with extended coverage and such endorsements thereto in the form of the Ribbon Property Pro Forma Title Policy attached hereto as Exhibit "R" (without material changes) (the "Ribbon Property Title Policy" ).
10. Westward Ho Title Commitment and Title Policy. Within five (5) Business Days prior to the Closing Date, Coast shall have received updates to the WH Title Commitment, dated no earlier than ten (10) Business Days prior to the Closing Date, which updates shall not contain any additional material exceptions from the WH Title Commitment delivered to Coast as of the Effective Date arising after the date of the Westward Ho Title Policy (as defined below) and caused by Harrah's or its Affiliates (and shall include no monetary Liens, Encumbrances or other exceptions arising after the date of the Westward Ho Title Policy and caused by Harrah's or its Affiliates, other than taxes and assessments that are not yet due and payable, except as previously approved by Coast). The Title Company shall have delivered, or be irrevocably committed to deliver, to the Harrah's WH SPE an ALTA (Form 1992) Owner's Policy of Title Insurance with extended coverage and such endorsements thereto in the form of the Westward Ho Pro Forma Title Policy attached hereto as Exhibit "S" (without material changes) (the "Westward Ho Title Policy" ).
11. Westward Ho/Ribbon Property Deeds. The Westward Ho Deed and the Ribbon Property Deed shall have been recorded or shall be recorded upon release of Escrow.

4.7    Failure of Coast's Closing Conditions . If any Coast's Closing Condition has not been fulfilled within the applicable time periods, Coast may:

1. waive such condition and proceed to the Closing in accordance with this Agreement, without adjustment of the consideration or other terms hereof; or
2. subject to Section 7.29 hereof (solely as it relates to Section 4.6(g)(i) hereof), terminate this Agreement by written notice to Harrah's, in which case this Agreement shall terminate immediately upon receipt of such notice.

4.8    Harrah's Closing Conditions . The following constitute the conditions that must be satisfied or waived by Harrah's prior to Harrah's being obligated to close the Transaction contemplated by this Agreement (" Harrah's Closing Conditions "):

1. Deliveries . Coast shall make all Coast's Deliveries no later than one (1) Business Day prior to the Closing Date.
2. No Default . Coast shall not be in material breach of any of the terms or conditions of this Agreement and shall have performed, in all material respects, all covenants, agreements and obligations to be performed by it under this Agreement. Harrah's shall have received a certificate signed on behalf of Coast by an officer of Coast to such effect.
3. No Breach of Representations and Warranties . All representations and warranties of Coast contained in this Agreement (i) which are not qualified as to materiality or material adverse effect shall be true and correct in all material respects, and (ii) which are qualified as to materiality or material adverse effect shall be true and correct in all respects, each at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date). Harrah's shall have received a certificate signed on behalf of Coast by an officer of Coast to such effect.
4. Harrah's Title Policy . The Title Company shall be irrevocably committed to deliver to Harrah's or Harrah's designee an ALTA (Form 1992) Owner's Policy of Title Insurance dated as of Closing with extended coverage and such endorsements thereto in the form of the Barbary Coast Pro Forma Title Policy attached hereto as Exhibit "T" (without material changes) (" Harrah's Title Policy ").
5. No Injunctions . No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment, injunction, statute, rule or regulation which is in effect (whether temporary, preliminary or permanent) and which prevents or prohibits the consummation of the Transaction or that makes it illegal for either party hereto to perform its obligations hereunder.
6. HSR Act . Any applicable waiting periods, together with any extensions thereof, under the HSR Act and the antitrust or competition Laws of any other applicable jurisdiction shall have expired or been terminated.
7. Related Transactions . The Ribbon Acquisition and the WH Acquisition shall have closed.
8. Governmental Approvals . Each of Harrah's, Boyd and Coast, or their respective designees, shall have received any and all required Governmental Approvals.
9. No Termination . Neither party shall have terminated this Agreement pursuant to any other provision hereof.

4.9    Failure of Harrah's Closing Conditions . If any Harrah's Closing Condition has not been fulfilled within the applicable time periods, Harrah's may:

1. subject to Section 7.29 (as it relates to Section 4.8(h) hereof), waive such conditions, and proceed to the Closing in accordance with this Agreement, without adjustment of the consideration or other terms hereof; or
2. terminate this Agreement by written notice to Coast, in which case this Agreement shall terminate immediately upon delivery of such notice.

4.10    Closing Documents .

1. Coast's Closing Deliveries . No later than one (1) Business Day prior to the Closing Date, the documents set forth on Exhibit "L " shall be delivered by Coast (" Coast's Deliveries ").
2. Harrah's Closing Deliveries . No later than one (1) Business Day prior to the Closing Date, the documents set forth on Exhibit "M " shall be delivered by Harrah's (" Harrah's Deliveries ").

4.11    Escrow Holder Instructions . Escrow Holder shall record the Barbary Coast Deed and issue the Harrah's Title Policy on the day prior to the Closing Date, upon written instruction from Coast. When all required Harrah's Deliveries and Coast's Deliveries have been deposited into Escrow or otherwise delivered by the appropriate parties and when all other Harrah's Closing Conditions and Coast's Closing Conditions have been satisfied or waived, Escrow Holder shall, in the following order, (a) issue to Coast updates of the Underlying Property Title Policies, (b) deliver to the appropriate party all sums to be paid pursuant to the Closing Statement; and (c) deliver to Harrah's and Coast a fully executed original of each of the documents delivered to Escrow.

ARTICLE IV.
TERMINATION AND REMEDIES

5.1    Termination . This Agreement may be terminated at any time prior to the Closing by written notice by the terminating party to the other party:

1. by mutual agreement of Harrah's and Coast;
2. by either Harrah's or Coast, if the Transaction shall not have been consummated on or prior to the Outside Closing Date; provided , however , that the right to terminate this Agreement under this Section 5.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of or resulted in the failure of the Closing to occur on or before the Outside Closing Date;
3. by Coast, if Harrah's has breached any representation, warranty, covenant or agreement on the part of Harrah's set forth in this Agreement which (i) would result in a failure of a condition set forth in Sections 4.6(a) , (b) or (d) and (ii) is not cured in all material respects within thirty (30) calendar days after written notice thereof; provided , however , that if such breach cannot reasonably be cured within such thirty (30) day period but can be reasonably cured prior to the Outside Closing Date, and Harrah's is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 5.1(c) ;
4. by Harrah's, if Coast has breached any representation, warranty, covenant or agreement on the part of Coast set forth in this Agreement which (i) would result in a failure of a condition set forth in Section 4.8(a) , (b) or (c) and (ii) is not cured in all material respects within thirty (30) calendar days after written notice thereof; provided , however , that if such breach cannot reasonably be cured within such thirty (30) day period but can be reasonably cured prior to the Outside Closing Date, and Coast is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 5.1(d) ;
5. by Coast pursuant to Section 4.7(b) hereof, for reasons other than those set forth in Section 5.1(c) above;
6. by Harrah's pursuant to Section 4.9(b) hereof, for reasons other than those set forth in Section 5.1(d) above;
7. by Harrah's or Coast pursuant to Section 7.10 or Harrah's pursuant to Section 7.11 hereof;
8. subject to Section 7.29 hereof, by either party, if any Gaming Authority has not approved Harrah's (or its designee) as the owner of Coast SPE and operator of the Barbary Coast on or before March 1, 2007; provided , however , that such date may be extended by Harrah's (with written notice to Coast) up to, but no later than, April 1, 2007, provided that (i) Harrah's is not then in breach of its obligations under this Agreement, (ii) at such time, Harrah's has fulfilled all of its obligations under this Agreement in all other respects, and (iii) such approvals are reasonably capable of being obtained on or prior to April 1, 2007; or
9. by either Harrah's or Coast if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and the Transaction; provided , however , that the right to terminate this Agreement under this Section 5.1(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or materially contributed to, such action.

5.2    Effect of Termination . In the event of termination of this Agreement as provided in Sections 5.1(a) , (b) , (e) , (f) , (g) , (h) or (i) , this Agreement shall immediately become void and there shall be no liability or further obligation on the part of Harrah's or Coast; provided , however , that nothing contained in this Section 5.2 shall relieve or limit the liability of either party to this Agreement for any fraudulent or willful breach of this Agreement or matters which survive the termination of this Agreement.

5.3    Remedy . The parties hereto agree that the Barbary Coast Real Property, the Ribbon Property and the Westward Ho Site are each a unique asset and that damages suffered by Harrah's or Coast as a result of a breach of this Agreement by the other party would be impracticable to determine. Accordingly, the parties hereto agree that each of the other parties hereto shall be entitled to seek specific performance of the terms of this Agreement in the event of a breach of the terms of this Agreement.

ARTICLE VI.
REPRESENTATIONS, WARRANTIES AND INDEMNITIES

6.1    As-Is Transfer of Barbary Coast Acquired Assets .

1. The Barbary Coast Acquired Assets shall be conveyed "as-is, where-is", and Coast has made and is making no statements, representations, or warranties whatsoever with respect to the Barbary Coast except as specifically set forth herein. Harrah's represents and warrants that it is relying upon its own inspection, investigation and analysis of the Barbary Coast Acquired Assets in acquiring the Barbary Coast Acquired Assets and is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Coast or its Representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters, other than the representations, warranties, covenants and other obligations of Coast specifically set forth in this Agreement.
2. Harrah's acknowledges and agrees that, except as set forth in this Agreement, Coast has not, does not and will not make any representation or warranty with regard to compliance with any environmental protection, pollution or land use Laws, including but not limited to, those pertaining to the handling, generating, treating, storing or disposing of any Hazardous Materials with respect to the Barbary Coast.
3. Harrah's acknowledges and agrees that any studies, reports, descriptions, guidelines or other information or material furnished by Boyd or Coast or any of their respective Affiliates to Harrah's have been furnished without representation or warranty of any kind, and that Harrah's is not deemed to be in privity of contract with any of the entities which prepared such reports or other documents as the result of the delivery of the same to Harrah's. Neither Boyd nor Coast is assuming any Liability or responsibility whatsoever by providing any of such reports or other documents to Harrah's, and both Boyd and Coast expressly disclaim any responsibility for any statements contained in any such reports or other documents.

6.2    As-Is Transfer of Rights In, and No Representations or Warranties Regarding, Ribbon Property and Westward Ho Site .

1. Coast acknowledges, represents and warrants that the Ribbon Property and the Westward Ho Site are being conveyed "as-is, where-is" and that Harrah's has made and is making no statements, representations or