PENN NATIONAL GAMING, INC.
Wyomissing Professional Center
000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
November 2, 1998
Xxx Xxxxxx, President
Greenwood New Jersey, Inc.
0000 Xxxxxx Xxxx
P. O. Box 1000
Bensalem, PA 19020-8512
Re: Joint Venture Agreement relating to New Jersey Assets
Dear Xx. Xxxxxx:
In connection with our Joint Venture Agreement entered into on Friday,
October 30, 1998, we have further reviewed our memorandum of understanding with
Lincoln Property Company ("Lincoln") referred to in our Joint Venture Agreement.
For a variety of reasons, including the fact that our joint venture does not
preclude Xxxxxxx from obtaining the economic benefit sought in our memorandum of
understanding, the fact that the joint proposal of Lincoln and Penn National to
ITB has not been accepted by ITB, and other factors, Penn National has
determined that it does not require the prior consent of Xxxxxxx to proceed with
the joint venture with Greenwood New Jersey.
Therefore, we are hereby eliminating as a condition of our Joint
Venture Agreement the approval of Lincoln, or any action by Xxxxxxx to enable us
to proceed with the joint venture with you.
We understand that you have had no prior agreement with Xxxxxxx and
that Penn National Gaming, Inc. shall remain responsible for any liabilities
associated with its prior arrangements with Xxxxxxx. Specifically, Penn National
will indemnify Greenwood New Jersey and its affiliates from any and all claims,
liabilities, losses, damages, costs and expenses, including reasonable counsel
fees and costs related thereto, arising from any claim related to the prior
arrangements between Penn National and Lincoln relating to the New Jersey
assets.
Assuming that the foregoing is acceptable to you, we would appreciate
your signing below and faxing to us a copy of this letter containing your
signature.
We look forward to proceeding with our joint venture.
Very truly yours,
/S/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx, President
Agreed to, this 2nd day of November, 1998.
GREENWOOD NEW JERSEY, INC.
By: /S/ XXX XXXXXX
Xxx Xxxxxx, President
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