Columbia Sussex Corporation
Columbia Sussex Corporation
000 Xxxxxxxxx Xxxxx
Xx. Xxxxxxxx, Xxxxxxxx 00000
October 3, 2005
Penn
National Gaming, Inc.
000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Argosy Casino Baton Rouge:
Agreement to Execute Securities Purchase Agreement
Reference is made to the Agreement to Execute Securities Purchase Agreement, dated as of June 20, 2005 (the “Agreement to Execute”), by and among Penn National Gaming, Inc., a Pennsylvania corporation (“Penn”), CP Baton Rouge Casino, L.L.C., a Louisiana limited liability company (“Buyer”), and Columbia Sussex Corporation, a Kentucky corporation (“Columbia Sussex”).
To facilitate the approval of the transactions contemplated by the Securities Purchase Agreement (as defined below) by the Louisiana gaming authorities, the parties hereto agree that, effective as of the date hereof:
(i) Wimar Tahoe Corporation, a Nevada corporation (“Wimar Tahoe”), shall be substituted for, and shall replace, Columbia Sussex as a party to, and shall be the “Parent Guarantor” under, the Agreement to Execute;
(ii) the “Securities Purchase Agreement” referred to in clause (a) of Section 1(a) of the Agreement to Execute shall be the Securities Purchase Agreement substantially in the form attached hereto as Annex A (the “Securities Purchase Agreement”); and
(iii) the “Transition Services Agreement” referred to in clause (b) of Section 1(b) of the Agreement to Execute shall be the Transition Services Agreement substantially in the form attached as Exhibit D to the Securities Purchase Agreement (as defined above).
This letter agreement incorporates herein by reference the provisions of Paragraph 10 of the Agreement to Execute.
[signature pages follow]
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement in accordance with its terms.
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Very truly yours, |
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Columbia Sussex Corporation |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
President |
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CP Baton Rouge Casino, L.L.C. |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
President |
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Wimar Tahoe Corporation |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
President |
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Accepted and agreed to as of the date first written above: |
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Penn National Gaming, Inc. |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President, Secretary and Treasurer |
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Argosy Gaming Company |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Treasurer and Secretary |
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