Exhibit 2.2
MAGNA ENTERTAINMENT CORP.
285 West Huntington Drive
Arcadia, CA 91007
March 28, 2001
Ladbroke Racing Wyoming, Inc. and
Ladbroke Racing Corporation
c/o Ladbrokes International Betting and Gaming
Ladbrokes Limited
Imperial House, Imperial Drive
Rayners Lane, Harrow
Middlesex HA2 7JW
Attention: Mr. Alan Ross
Re: Stock Purchase Agreement - Waiver of Landlord Notification,
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Consent and Estoppel Certificates
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Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, dated December 21, 2000,
among Ladbroke Racing Wyoming, Inc., Ladbroke Racing Corporation and Magna
Entertainment Corp. (the "Agreement"). Capitalized terms used herein without
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definition shall have the meanings given to them in the Agreement.
As you know, Section 8.03(i) of the Agreement obligates Sellers to deliver
to Purchaser five (5) Landlord Notification, Consent and Estoppel Certificates
(the "Estoppel Certificates") as a condition to closing. As of the date hereof,
Seller has delivered to Purchaser two (2) of the required five (5) Estoppel
Certificates, copies of which are attached hereto as Schedule A. Purchaser
hereby waives receipt of the outstanding three (3) Estoppel Certificates as a
condition to closing.
As a result of the foregoing waiver, all of the conditions to Closing set
forth in Article VIII of the Agreement, other than normal closing conditions
which are within the parties' control, have been satisfied. The Agreement
provides that the Closing shall occur on the third Business Day following
satisfaction of all conditions, which third Business Day occurs on Monday, April
2, 2001. Notwithstanding the foregoing, the parties agree to (i) extend the
Closing Date to April 5, 2001, and (ii) maintain the current pricing structure
of the Purchaser Shares (i.e., the value of the Purchaser Shares shall be
calculated as if the Closing Date were April 2, 2001); provided that if the
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Closing shall not have occurred on or prior to April 6, 2001, for any reason
other than Sellers' failure to fulfill any obligation under the Agreement not
otherwise expressly waived by Purchaser, this letter agreement shall terminate,
and all waivers granted hereunder shall be rescinded and revoked.
Except as explicitly set forth herein, nothing contained herein shall
operate as a waiver of any term, provision or condition of, or prejudice any
right, power or remedy that any party may now or in the future have under, the
Agreement. Except as may be expressly set forth herein to the contrary, the
terms, provisions and conditions of the Agreement shall remain in full force and
effect and in all other respects are hereby ratified and confirmed.
This letter agreement may be executed in any number of counterparts, each
counterpart constituting an original, but all together one and the same
instrument.
Please countersign this letter in the space provided below to indicate your
agreement with the foregoing matters.
Very truly yours,
MAGNA ENTERTAINMENT CORP.
By:
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Name:
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Title:
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Accepted and agreed to as of
the date set forth above:
LADBROKE RACING WYOMING, INC.
By:
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Name:
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Title:
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LADBROKE RACING CORPORATION
By:
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Name:
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Title:
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