SCHEDULE 8.23(b)
-
Indebtedness To Be Paid Off on the Closing Date SCHEDULE
8.26(a)
-
Real Property SCHEDULE 8.26(c)
-
Takings SCHEDULE 8.26(d)
-
Assessments SCHEDULE 8.26(g)
-
Structural Defects SCHEDULE 8.26(h)(i)
-
Possessory Interests in Real Property SCHEDULE 8.26(h)(ii)
-
Restrictions
on Transferability of Real Property SCHEDULE 8.26(i)
-
Limitation on Access
to Real Property SCHEDULE 8.26(j)
-
Violation of Easements or Encroachments
SCHEDULE 8.27(a)
-
Leases SCHEDULE 8.27(b)
-
Existing Breaches and
Defaults SCHEDULE 8.27(c)
-
Requirements SCHEDULE 8.28(a)
-
New Jersey
Joint Venture Ownership Structure SCHEDULE 8.29
-
Mortgaged Real Property
SCHEDULE 9.09(c)
-
Landlord Consents Required at Closing Date SCHEDULE 9.11
-
Interest Rate Protection Agreement SCHEDULE 10.02
-
Certain Existing
Liens SCHEDULE 10.04
-
Investments
EXHIBIT A-1
-
Form of Revolving Note EXHIBIT A-2
-
Form of Term A Facility Note EXHIBIT
A-3
-
Form of Term B Facility Note EXHIBIT A-4
-
Form of Term C Facility
Note EXHIBIT A-5
-
Form of Incremental Note EXHIBIT A-6
-
Form of
Swingline Note EXHIBIT B
-
Form of Notice of Borrowing EXHIBIT C
-
Form
of Incremental Loan Activation Notice EXHIBIT D
-
Form of Notice of
Conversion/Continuation EXHIBIT E
-
Form of Interest Rate Certificate
EXHIBIT F
-
Form of Foreign Lender Certificate EXHIBIT G-1
-
Form of
Credit Parties' Counsel Opinion EXHIBIT G-2
-
Form of Local Counsel Opinion
EXHIBIT H
-
Form of Solvency Certificate EXHIBIT I
-
Form of First
Security Agreement EXHIBIT J
-
Form of First Mortgage EXHIBIT K
-
Form
of First Ship Mortgage EXHIBIT L
-
Form of Perfection Certificate EXHIBIT M
-
Form of Landlord Consent EXHIBIT N
-
Form of Assignment Agreement
EXHIBIT O
-
Form of Notice of Assignment EXHIBIT P
-
Form of Joinder
Agreement EXHIBIT Q
-
Form of Estoppel EXHIBIT R-1
-
Form of SNDA
EXHIBIT R-2
-
Form of Lender of SNDA EXHIBIT S
-
Form of Administrative
Questionnaire
vi
CREDIT AGREEMENT dated as of March 3, 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 joint lead arrangers and joint bookrunners (in such capacities,
together with their successors in such capacities, "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 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 successors in such capacities,
"Documentation Agents").
WHEREAS, Borrower and P Acquisition Corp., a corporation newly formed at
the direction of Borrower ("Merger Sub"), have entered into an agreement and
plan of merger dated as of August 7, 2002 (as amended,