SETTLEMENT AGREEMENT
This settlement agreement ("Agreement") is entered into this 11th day of
February, 2000 among AMTOTE INTERNATIONAL, INC. ("AmTote"), PNGI XXXXXXX TOWN
GAMING LIMITED LIABILITY COMPANY ("PNGI"), and PENN NATIONAL GAMING, INC. ("Penn
National").
RECITAL
A. AmTote sued PNGI and Penn National in the United States
District Court for the Northern District of West Virginia for claims arising out
of certain contracts relating to the Xxxxxxx Town Race Track, ("the
Litigation"). Judgment ("Judgment") was awarded in AmTote's favor.
B. PNGI and Penn National have filed an appeal ("the Appeal") of that
Judgment in the United States Court of Appeals for the Fourth Circuit. C.
AmTote, PNGI and Penn National have reached an agreement with respect to all of
their disputes arising from or relating to the Litigation, the Judgment and
Appeal and/or to operations at the Xxxxxxx Town Race Track.
NOW THEREFORE, in consideration of the mutual promises
contained herein and other good an valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Penn National and PNGI shall pay AmTote in full
satisfaction of the Judgment the sum of $1,500,000.00 on or before the close of
business on February 25, 2000 by wire transfer to such account as shall have
been designated by AmTote.
2. PNGI and Penn National agree to dismiss with prejudice the Appeal, with
each party to bear its own costs.
3. AmTote, on behalf of itself, its predecessors, successors, and assignees
has released and discharged and by these presents does hereby remise, release,
acquit, quit claim and forever discharge PNGI and Penn National, their
predecessors, trustees, directors, officers, agents, representatives, employees,
shareholders, attorneys, successors and assigns, as well as their parents,
subsidiaries and affiliates of and from any and all claims, demands, causes of
action, suits in law or in equity, judgments, obligations, debts, agreements,
covenants, liens, damages, expenses, losses and liabilities of whatever kind and
nature, whether known or unknown, which AmTote now owns or holds or has at any
other time previously owned or held or had which refer, relate or otherwise
pertain to the Litigation, the Judgment, the Appeal or to Xxxxxxx Town Race
Track.
4. PNGI and Penn National on behalf of their predecessors,
trustees, directors, officers, agents, representatives, employees, shareholders,
attorneys, successors and assigns, as well as their parents, subsidiaries and
affiliates have released and discharged and by these presents does hereby
remise, release, acquit, quit claim and forever discharge AmTote, its
predecessors, successors, and assignees of and from any and all claims, demands,
causes of action, suits in law or in equity, judgments, obligations, debts,
agreements, covenants, liens, damages, expenses, losses and liabilities of
whatever kind and nature, whether known or unknown, which AmTote now owns or
holds or has at any other time previously owned or held or had which refer,
relate or otherwise pertain to the Litigation, the Judgment, the Appeal or to
Xxxxxxx Town Race Track.
5. This Agreement represents a compromise of disputed claims and shall not
in any way be considered an admission of liability by any person or entity named
or described herein.
6. This Agreement is entered into without reliance upon any
statement, representation, promise, inducement or agreement not expressly
contained herein, and constitutes the entire agreement between the parties, and
supersedes all prior oral or written agreements concerning the settlement of
claims among them.
7. This Agreement shall binding upon and inure to the benefit of the
parties, their respective, heirs, beneficiaries, successors and assigns.
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8. This
Agreement may not be amended, modified or supplemented except by an instrument
in writing signed by the parties hereto. 9. Each party agrees to execute such
further and additional documents, instruments or writings as may be necessary,
proper, required, desirable or convenient for the purpose of fully effecting the
terms and provisions of this agreement, including but not limited to a paper
dismissing with prejudice the Appeal.
10. This Agreement shall be governed and construed in accordance with the
laws of the State of Maryland.
AMTOTE INTERNATIONAL, INC.
By: /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, XX, President
PNGI XXXXXXX TOWN GAMING, LIMITED LIABILITY COMPANY,
By: Penn National Gaming of West Virginia, Inc., Managing Member
By: /s/Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Vice President
PENN NATIONAL GAMING, INC.
By: /s/Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
President and Chief Operating Officer
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THE DOWNS, INC. PENNSYLVANIA HARNESS
HORSEMEN'S ASSOCIATION, INC.
By: __/s/Xxxxxx X. Xxxxxxxxx Xx. By: _____________________________
---------------------------
Xxxxxx X. Xxxxxxxxx, Xx., Esq. President
By: _____________________________ By: _____________________________
Secretary Secretary
(Corporate Seal) (Corporate Seal)
Attest: ___________________________ Attest: ___________________________
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