ERISA
SCHEDULE 8.08
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Taxes
SCHEDULE 8.10
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Environmental Matters
SCHEDULE 8.13(a)
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Subsidiaries
SCHEDULE 8.13(b)
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Outstanding Subscriptions, Etc.
SCHEDULE 8.14(b)
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Vessels
SCHEDULE 8.23(a)
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Indebtedness Outstanding as of the Closing Date
SCHEDULE 8.26(a)
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Real Property
SCHEDULE 8.26(c)
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Takings
iv
SCHEDULE 8.26(d)
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Assessments
SCHEDULE 8.26(g)
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Structural Defects
SCHEDULE 8.26(h)(i)
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Possessory Interests in Real Property
SCHEDULE 8.26(h)(ii)
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Restrictions on Transferability of Real Property
SCHEDULE 8.26(i)
-
Limitation on Access to Real Property
SCHEDULE 8.26(j)
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Violation of Easements or Encroachments
SCHEDULE 8.27(a)
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Leases
SCHEDULE 8.27(b)
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Existing Breaches and Defaults
SCHEDULE 8.27(c)
-
Requirements
SCHEDULE 8.28(a)
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New Jersey Joint Venture Ownership Structure
SCHEDULE 8.29
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Mortgaged Real Property
SCHEDULE 9.11
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Interest Rate Protection Agreement
SCHEDULE 10.02
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Certain Existing Liens
SCHEDULE 10.04
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Investments
EXHIBIT A-1
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Form of Revolving Note
EXHIBIT A-2
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Form of Term D Facility Note
EXHIBIT A-3
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[Reserved]
EXHIBIT A-4
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Form of Incremental Note
EXHIBIT A-5
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Form of Swingline Note
EXHIBIT B
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Form of Notice of Borrowing
EXHIBIT C
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Form of Incremental Loan Activation Notice
EXHIBIT D
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Form of Notice of Conversion/Continuation
EXHIBIT E
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Form of Interest Rate Certificate
EXHIBIT F
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Form of Foreign Lender Certificate
EXHIBIT G-1
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[Reserved]
EXHIBIT G-2
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[Reserved]
EXHIBIT H
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[Reserved]
EXHIBIT I
-
Form of First Security Agreement
EXHIBIT J
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Form of First Mortgage
EXHIBIT K
-
Form of First Ship Mortgage
EXHIBIT L
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Form of Perfection Certificate
EXHIBIT M
-
[Reserved]
EXHIBIT N
-
Form of Assignment Agreement
EXHIBIT O
-
Form of Notice of Assignment
v
EXHIBIT P
-
Form of Joinder Agreement
EXHIBIT Q
-
Form of Estoppel
EXHIBIT R-1
-
[Reserved]
EXHIBIT R-2
-
Form of Lender of SNDA
EXHIBIT S
-
Form of Administrative Questionnaire
vi
CREDIT AGREEMENT dated as of March 3, 2003, as amended and restated as
of December 5, 2003, among PENN NATIONAL GAMING,
INC. as Borrower; the
Subsidiary Guarantors party hereto; the Lenders party hereto; BEAR, STEARNS &
CO. INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as original
joint lead arrangers and original joint bookrunners (in such capacities,
together with their successors in such capacities, "Original Lead Arrangers");
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in
such capacity, together with its successors in such capacity, "Syndication
Agent"); BEAR, STEARNS & CO. INC., as sole lead arranger and sole bookrunner in
connection with the Term D Loan Facility and this amendment and restatement of
the Original Credit Agreement (the "New Lead Arranger"; together with the
Original Lead Arrangers, the "Lead Arrangers"); BEAR STEARNS CORPORATE
LENDING INC., as swingline lender ("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 SOCIETE GENERALE and
CREDIT LYONNAIS NEW YORK BRANCH, as joint documentation agents (in such
capacities, together with their