Exhibit 2.1
AMENDMENT NO. 1
AMENDMENT NO.1, effective as of the Closing Date, (this
"Amendment") to the Stock Purchase Agreement, dated as of December 21, 2000 (the
"Purchase Agreement") among LADBROKE RACING WYOMING, INC., LADBROKE RACING
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CORPORATION ("LRC" and, collectively, the "Sellers") and MAGNA ENTERTAINMENT
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CORP. (the "Purchaser").
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Preliminary Statements
The Sellers and the Purchaser are parties to the Purchase
Agreement. Capitalized terms not otherwise defined herein have the same meanings
as specified in the Purchase Agreement.
The Sellers and the Purchaser desire to amend the Purchase
Agreement as described herein.
In consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
Sellers and the Purchaser hereby agree as follows:
1. Defined Contribution Plan. From and after the date
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hereof, Section 6.08 of the Purchase Agreement shall be amended to read in full
as follows:
"Effective as of the Closing Date, the Purchaser shall cause its
subsidiary, Ladbroke Racing Pennsylvania, Inc., a Pennsylvania
corporation, to assume the defined contribution plan sponsored by LRC
(the "LRC 401(k) Plan") and the trust agreement applicable to the LRC
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401(k) Plan (the "Trust Agreement"). The Purchaser shall cause (a) the
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LRC 401(k) Plan to be amended, effective as of the Closing Date, to
provide that Ladbroke Racing Pennsylvania, Inc. shall be the sponsor of
such plan and (b) the Trust Agreement to be amended, effective as of
the Closing Date, to provide that Ladbroke Racing Pennsylvania, Inc.
shall be the employer under such Trust Agreement. The Purchaser shall
cause Ladbroke Racing Pennsylvania, Inc. to take all other actions
necessary to assume the LRC 401(k) Plan and the Trust Agreement."
2. Effect on Agreement. (a) From and after the date
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hereof, each reference in the Purchase Agreement or any other agreement in
connection therewith to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Purchase Agreement, shall mean and be a reference to the
Purchase Agreement as amended by this Amendment.
(b) The Purchase Agreement as specifically amended hereby and
subject to the conditions herein, is and shall remain in full force and effect
and is in all respects ratified and confirmed.
3. Counterparts. This Amendment may be executed and
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delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
4. Governing Law. This Amendment shall be governed by,
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and construed in accordance with, the Laws of the State of New York.
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IN WITNESS WHEREOF, the Sellers and the Purchasers have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
LADBROKE RACING WYOMING, INC.
By /s/ Paul Lierman
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Name: Paul Lierman
Title:
LADBROKE RACING CORPORATION
By /s/ Paul Lierman
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Name: Paul Lierman
Title:
MAGNA ENTERTAINMENT CORP.
By /s/ Graham Orr
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Name: Graham Orr
Title: Executive Vice-President
By /s/ Jim McAlpine
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Name: Jim McAlpine
Title: President
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