Exhibit 10.2


 


PENN-ARGOSY MERGER APPROVAL AGREEMENT


 


This
Penn-Argosy Merger Approval Agreement (the “Agreement”) is entered into between
the Illinois Gaming Board (“Gaming Board”) and Penn National Gaming Inc. (“Penn”),
effective as of the date of execution by all parties (the “Effective Date”).


 


WHEREAS
on September 29, 2005, the Gaming Board, pursuant to the Riverboat
Gambling Act (the “Act”), made a decision on Penn’s request for regulatory
approval to acquire Argosy Gaming Company (“Argosy”) and all its wholly-owned
subsidiaries, including the Empress Casino Joliet Corporation (“Empress”) and
the Alton Gaming Company (“Alton”), (collectively referred to as the “Merger”).


 


WHEREAS,
on the Effective Date of this Agreement, Penn wholly owns the Hollywood Casino
Corporation and its wholly-owned subsidiary, Hollywood Casino-Aurora Inc. (“Hollywood”).


 


WHEREAS,
upon completion of the Merger, Penn will ultimately wholly own Empress, Alton
and Hollywood;


 


WHEREAS,
Penn is desirous of expediting the closing of the Merger;


 


WHEREAS,
in exchange for the Board’s immediate approval of the Merger request, Penn
requests prior Gaming Board approval to dispose of the Empress and Alton,
pursuant to the terms incorporated herein, upon execution of the Merger; and


 


WHEREAS,
the Gaming Board and Penn mutually desire to avoid the expense and risk of
protracted litigation.


 


NOW
THEREFORE, in consideration of the foregoing premises (which constitute an
integral part of this Agreement) and the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Gaming Board and Penn hereby agree as
follows:


 


TERMS


 


1.                                       The
Gaming Board agrees to approve the Merger, as presented by Penn, on September 29,
2005, consistent with the terms incorporated herein;


 


2.                                       Penn
agrees to enter into a Definitive Sales Agreement to sell Empress and Alton by December 31,
2006.


 


3.                                       Penn
agrees to dispose of Empress and Alton upon completion of the Board’s
suitability investigation or June 30, 2007 (Execution Deadline), whichever
is earlier.  If the Board’s suitability
investigation is not completed by June 30, 2007, then the Execution
Deadline will be extended until 15 days after completion of that investigation.


 





















 


4.                                       Penn
agrees that it will not appoint any existing members of the Board of Directors
of Argosy to Penn’s Board of Directors or to the Boards of Directors at the
Empress, Alton, or Hollywood without prior Board approval.


 


5.                                       Penn
may request that the Gaming Board, in its sole discretion, review or reconsider
the terms of this Agreement under which Penn and Argosy are approved to
merge.  Notwithstanding the foregoing,
Penn expressly waives any and all rights to file an action to contest the Board’s
decision on the merger before any tribunal including the Gaming Board, federal
and state courts and any other administrative tribunals.


 


6.                                       Penn
hereby releases the Gaming Board, each of its Members, its staff and its
attorneys, agents and representatives from any and all legal, equitable, or
other claims or causes of action which are now known or unknown as of the
Effective Date including, but not limited to, claims arising out of the Gaming
Board’s decision on the Merger.


 


7.                                       Notwithstanding
the foregoing, the Gaming Board and Penh reserve their rights to enforce the
terms of this Agreement.


 


8.                                       The
parties hereto represent and warrant to, and agree with the others as follows:


 


(a)                                  Each party has received
independent legal advice from its own attorneys with respect to the
advisability of making the settlement provided for herein, and with respect to
the advisability of executing this Agreement. 
Each party has contributed to the drafting of this Agreement and,
therefore, the Agreement shall not be construed against either party.


 


(b)                                 No party (nor any agent,
associate, representative, or attorney of or for any other party), has made any
statement or representation to any other party regarding any fact relied upon
by the other party in entering into this Agreement, and no party hereto relies
upon any statement, representation or promise of any other party (or of any
agent, associate, representative or attorney of or for any other party), in
executing this Agreement, or in making the settlement provided for herein, except
as expressly stated in this Agreement.


 


(c)                                  Each party, and its
attorney, has made such investigation of the facts pertaining to this
Agreement, and has all information with respect to all the matters pertaining
thereto, as he, she or it deems necessary to make a final and binding decision
to execute this Agreement and abide by the provisions herein.


 


(d)                                 This Agreement has been
carefully read by all parties, the contents hereof are known and understood by
all parties, and it is signed freely by each person or entity executing this
Agreement;


 


(e)                                  The terms of this Agreement
are contractual, not a mere recital, and are the result of negotiation among
all the parties.


 


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(f)                                    Each party hereto relies on
the finality of this Agreement as a material factor inducing that party’s
execution of this Agreement, and the obligations assumed by this Agreement.


 


9.                                       This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and assigns.  No
person or entity is, or is intended to be, a third-party beneficiary of this
Agreement.


 


10.                                 This
Agreement shall be deemed to have been executed and delivered within the State
of Illinois, and the laws of the State of Illinois shall apply to the
interpretation and enforcement of this Agreement without reference to the
choice of law rules thereof.


 


11.                                 Each
signatory to this Agreement hereby represents and warrants that he/she is
authorized to act on behalf of the party or parties he/she purports to
represent or upon whose behalf he/she purports to act and shall submit
documentation supporting such representation.


 


12.                                 In any
action by the Gaming Board to enforce this Agreement, the Gaming Board shall be
entitled to an award of reasonable attorneys’ fees and costs in connection with
those proceedings.


 


13.                                 In any
action by Penn to enforce this Agreement, the prevailing party shall be
entitled to an award of reasonable attorneys’ fees and costs in connection with
those proceedings.


 


14.                                 This Agreement
may be signed in counterparts and delivered by facsimile, with each executed
counterpart in a facsimile standing as an original.


 


 


	
  ILLINOIS
  GAMING BOARD

  	
  PENN
  NATIONAL GAMING INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jeannette P. Tamayo

  	
   

  	
   

  	
  /s/  Kevin G. DeSanctis

  	
   

  
	
  By:
  Jeannette P. Tamayo

  	
   

  	
  By:
  Kevin G. DeSanctis

  	
   

  
	
  Its:
  Administrator

  	
   

  	
  Its:
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  September 29,
  2005

  	
   

  	
  Dated:

  	
  9-29-2005

  	
   

  
							



 


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