was required to enter into a Definitive Sales Agreement to sell both the
Empress Casino and the Alton Belle Casino by December 31, 2006;
WHEREAS, Penn no longer desires to sell the Alton Belle Casino;
WHEREAS, Penn has requested an extension of time to sell the Empress Casino;
NOW THEREFORE, BE IT RESOLVED as follows:
1.
PENN SHALL ENTER INTO A DEFINITIVE
AGREEMENT TO DIVEST OF THE EMPRESS CASINO BY JUNE 30, 2008;
2.
PENN WILL NOT SELL THE ALTON BELLE
CASINO AS REQUIRED BY THE PENN-ARGOSY MERGER APPROVAL AGREEMENT;
3.
PENN SHALL CONTINUE TO OPERATE ITS
ILLINOIS CASINOS INDEPENDENTLY TO PREVENT UNDUE ECONOMIC CONCENTRATION;
4.
THE ILLINOIS GAMING BOARD MAY REQUIRE
PENN TO ACCELERATE THE SALE OF THE EMPRESS CASINO WITHIN ONE YEAR IF THE BOARD
DETERMINES THAT PENN'S OWNERSHIP OF THREE ILLINOIS CASINOS, OR TWO CASINOS IN
THE CHICAGO AREA, IS CAUSING UNDUE ECONOMIC CONCENTRATION;
5.
THE TERMS OF THE PENN-ARGOSY MERGER
APPROVAL AGREEMENT REMAIN IN FULL FORCE AND EFFECT, EXCEPT AS MODIFIED BY THIS
RESOLUTION; AND
6.
THE BOARD DELEGATES AUTHORITY TO THE
ADMINISTRATOR TO EXECUTE AN AMENDED PENN-ARGOSY MERGER AGREEMENT REFLECTING THE
TERMS SET FORTH IN THIS RESOLUTION.
Member Gardner seconded the resolution. The Board approved the resolution
unanimously by role call.
VOTED BY THE ILLINOIS GAMING BOARD this 6th day of March, 2006
Illinois Gaming Board
By:
/s/ Monica L. Thomas
Monica L. Thomas
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