Opinion of Bowles Rice McDavid Graff & Love LLP
EXHIBIT F-5
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Form of Opinion of Frank Weinberg Black, P.L.
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Form of Opinion of Hopkins & Huebner, P.C.
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Form of Opinion of Ice Miller
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Form of Opinion (Real Estate) of Ice Miller
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Form of Opinion of Isaacson Rosenbaum P.C.
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Form of Opinion of Phelps Dunbar LLP
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Form of Opinion of Pierce Atwood LLP
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Form of Opinion of Schottenstein, Zox & Dunn Co., L.P.A.
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Form of Opinion of Shefsky & Froelich, Ltd.
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Form of Opinion of Blake Cassels & Graydon LLP
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Form of Opinion of McInnes Cooper
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Form of Solvency Certificate
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Form of Security Agreement
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Form of Mortgage
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Form of Ship Mortgage
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Form of Assignment and Assumption Agreement
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Form of Letter of Credit Request
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Form of Joinder Agreement
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Form of Estoppel
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Form of Perfection Certificate
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CREDIT AGREEMENT, dated as of October 3, 2005, among PENN NATIONAL GAMING, INC.,
a Pennsylvania corporation ("Borrower"); the SUBSIDIARY GUARANTORS party hereto
from time to time; the LENDERS from time to time party hereto; the L/C LENDERS
party hereto; DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P.
and LEHMAN BROTHERS INC., as joint lead arrangers and joint bookrunners (in such
capacities, together with their respective successors in such capacities, "Lead
Arrangers"); GOLDMAN SACHS CREDIT PARTNERS L.P. and LEHMAN COMMERCIAL PAPER
INC., as co-syndication agents (in such capacities, together with their
respective successors in such capacities, "Co-Syndication Agents"); DEUTSCHE
BANK TRUST COMPANY AMERICAS, as swingline lender (in such capacity, together
with its successors in such capacity, "Swingline Lender"), as administrative
agent (in such capacity, together with its successors in such capacity,
"Administrative Agent") and as collateral agent (in such capacity, together with
its successors in such capacity, "Collateral Agent"); and CALYON NEW YORK
BRANCH, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF SCOTLAND, as
co-documentation agents (in such capacities, together with their respective
successors in such capacities, "Co-Documentation Agents").
WHEREAS, Borrower and Thoroughbred Acquisition Corp., a Delaware corporation and
a Wholly Owned Subsidiary of Borrower ("Merger Sub"), have entered into the
Argosy Acquisition Agreement (defined below) with Argosy Gaming Company, a
Delaware corporation ("Argosy"), pursuant to which Borrower will acquire through
merger (the "Argosy Acquisition") all of the capital stock of Argosy for cash
and Merger Sub will be merged with and into Argosy, with Argosy as the surviving
entity.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:
ARTICLE I.
DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION
SECTION 1.01.
CERTAIN DEFINED TERMS.
AS USED HEREIN, THE FOLLOWING TERMS
SHALL HAVE THE FOLLOWING MEANINGS:
"ABR Loans" shall mean Loans that bear interest at rates based upon