Exhibit 2.2(c)
THIRD AMENDMENT TO PURCHASE
AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE
AGREEMENT (the “Amendment”) dated as of March 10,
2009 is made and entered into by and among PNGI Pocono, Inc.,
a Delaware corporation (“PNGI Pocono”), successor to
PNGI Pocono, Corp. and PNGI, LLC (together, the
“Sellers”), and the Mohegan Tribal Gaming Authority, an
instrumentality of The Mohegan Tribe of Indians of Connecticut (the
“Buyer”), and is joined in by Penn National
Gaming, Inc., a Pennsylvania corporation (the
“Parent”) for the limited purposes described
below.
WHEREAS, Sellers and Buyer entered
into that certain Purchase Agreement dated as of October 14,
2004 (as amended through the date hereof, the “Purchase
Agreement”) with respect to the purchase and sale of certain
entities owning, among other assets, the assets comprising the
harness racing track formerly known as Pocono Downs Race Track and
now known as Mohegan Sun at Pocono Downs;
WHEREAS, on January 25, 2005,
pursuant to the Purchase Agreement, Buyer and its subsidiary,
Mohegan Commercial Ventures PA LLC, acquired all of the LP
Interests and GP Interests in the Partnership Subsidiaries and
Pocono Downs (as each such term is defined in the Purchase
Agreement);
WHEREAS, Buyer and Seller desire to
amend certain terms of the Purchase Agreement, as embodied in the
Second Amendment to Purchase Agreement and Release of Claims dated
August 7, 2006 (“Second Amendment”) in order to
accelerate all remaining payments as set forth below.
NOW, THEREFORE, for and in
consideration of good and valuable consideration, the receipt. and
sufficiency of which are acknowledged hereby, and intending to be
legally bound hereby, PNGI Pocono and Buyer agree as
follows:
1.
Definitions . All capitalized terms used herein and
not otherwise defined herein shall have the meanings given to them
in the Purchase Agreement.
2.
Claims Payment . Buyer acknowledges prior receipt of
payments equal to Fourteen Million Dollars ($14,000,000) in
respect of the Claims Payment required to be paid by PNGI Pocono
pursuant to the Second Amendment, leaving a balance due in the
a
