January 14, 1997
Xx. Xxxxx X. Xxxxxx
President
Xxxxxx Development Corporation
0000 X Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Dear Xxx:
I am writing on behalf of PNGI Xxxxxxx Town Limited Liability Company
("LLC"), Penn National Gaming of West Virginia, Inc. ("PWV") and Penn
National Gaming, Inc. ("PNGI" and collectively with LLC and PWV are
referred to as "Penn National"). PWV and Xxxxxx Development Corporation
("BDC") are parties to an Operating Agreement pertaining to PNGI Xxxxxxx
Town Gaming Limited Liability Company dated February, 1996. Penn National
and BDC have agreed to an Amended and Restated Operating Agreement to be
entered into as of December 31, 1996, effective March 22, 1996. The
parties have further agreed to further amend the Amended and Restated
Operating Agreement consistent with the attached "Term Sheet".
Penn National has requested BDC to execute and deliver the Amended and
Restated Operating Agreement and certain other documents in connection
with the closing of the purchase by LLC of Xxxxxxx Town Races. BDC has
required, as a condition to executing such documents that Penn National
assure BDC that the Amended and Restated Operating Agreement will be
further amended in a manner consistent with the attached Term Sheet.
In order to induce BDC to execute and deliver the Amended and Restated
Operating Agreement and the other documents which are necessary in
connection with the consummation of the purchase of Xxxxxxx Town Races by
LLC, the undersigned, intending to be legally bound hereby, on behalf of
each of the entities comprising Penn National agrees that:
1. Penn National will take no action under the Amended and Restated
Operating Agreement to pursue any of their rights or remedies under the
Amended and Restated Operating Agreement which are inconsistent with the
terms and provisions of the Term Sheet.
Xx. Xxxxx X. Xxxxxx
January 14, 1996
Page 2
2. Penn National has instructed its counsel to work with the counsel
of BDC to prepare for signature as soon as practicable a First Amendment
to Amended and Restated Operating Agreement consistent with the Term
Sheet.
3. Penn National will file with the West Virginia Racing Commission
and the West Virginia Lottery Commission all documents necessary to
reflect the changes set forth on the Term Sheet.
4. Penn National acknowledges that the foregoing is a material
inducement to your executing and delivering the Amended and Restated
Operating Agreement and the other documents necessary in connection with
the closing of the purchase of Xxxxxxx Town Races by LLC and that, but for
such inducement, BDC would not execute such documents.
Please acknowledge your agreement with the foregoing by signing a copy
of this letter and returning it to me.
Sincerely,
/s/ Xxxxx X Xxxxxxx
XXXXX X. XXXXXXX
on behalf of PNGI Xxxxxxx Town
Limited Liability Company, Penn
National Gaming of West Virginia,
Inc. And Penn National Gaming, Inc.
/smm
Read, Approved and Agreed to this 15 day of January, 1997.
XXXXXX DEVELOPMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
