ANNEX A-3
-
Term B Facility Commitments
ANNEX B
-
Applicable Margin For Revolving Loans, Swingline Loans and Term A Facility Loans
and Applicable Fee Percentage
ANNEX C-1
-
Amortization Payments - Term A Facility Loans
ANNEX C-2
-
Amortization Payments - Term B Facility Loans
SCHEDULES:
SCHEDULE 1.01(A)
-
Ground Leases
SCHEDULE 1.01(B)
-
Principal Assets
SCHEDULE 1.01(C)
-
Mortgaged Real Property at Closing Date
SCHEDULE 1.01(D)
-
Subsidiary Guarantors
SCHEDULE 2.03(n)
-
Existing Letters of Credit
SCHEDULE 7.01
Jurisdictions of Local Counsel Opinions
SCHEDULE 8.03
-
Litigation
SCHEDULE 8.07
-
ERISA
SCHEDULE 8.08
-
Taxes
SCHEDULE 8.10
-
Environmental Matters
SCHEDULE 8.12(a)
-
Subsidiaries
SCHEDULE 8.12(b)
-
Immaterial Subsidiaries
SCHEDULE 8.12(c)
-
Unrestricted Subsidiaries
SCHEDULE 8.13(a)
-
Ownership
SCHEDULE 8.13(b)
-
Vessels; Mortgaged Vessels at Closing Date
SCHEDULE 8.15
-
Licenses and Permits
SCHEDULE 8.19
-
Intellectual Property
SCHEDULE 8.20
-
Existing Indebtedness
SCHEDULE 8.21
-
Regulation H
SCHEDULE 8.23(a)
-
Real Property
SCHEDULE 8.23(b)
-
Real Property Takings, Etc.
SCHEDULE 8.24(a)
-
Leases
SCHEDULE 8.24(b)
-
Existing Breaches and Defaults
SCHEDULE 8.24(d)(x)
-
SNDA's - Existing Fee Mortgagees
SCHEDULE 8.24(d)(y)
-
SNDA's - Future Fee Mortgagees
SCHEDULE 8.25(a)
-
No Certificates of Occupancy; Violations, Etc.
SCHEDULE 8.25(b)
-
Encroachment, Boundary, Location, Possession Disputes
SCHEDULE 9.14(b)(i)
-
Title Insurance Values
SCHEDULE 9.14(c)
-
Ongoing Construction Projects
SCHEDULE 10.02
-
Certain Existing Liens
SCHEDULE 10.04
-
Investments
EXHIBITS:
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 Swingline Note
EXHIBIT B
-
Form of Notice of Borrowing
EXHIBIT C
-
Form of Notice of Conversion/Continuation
EXHIBIT D
-
Form of Interest Rate Certificate
EXHIBIT E
-
Form of Foreign Lender Certificate
EXHIBIT F
-
Reserved
v
EXHIBIT G
-
Form of Solvency Certificate
EXHIBIT H
-
Form of Security Agreement
EXHIBIT I
-
Form of Mortgage
EXHIBIT J
-
Form of Ship Mortgage
EXHIBIT K
-
Form of Assignment and Assumption Agreement
EXHIBIT L
-
Form of Letter of Credit Request
EXHIBIT M
-
Form of Joinder Agreement
EXHIBIT N
-
Form of Estoppel
EXHIBIT O
-
Form of Perfection Certificate
EXHIBIT P
-
Form of Auction Procedures
EXHIBIT Q
-
Form of Borrower Letter
EXHIBIT R
-
Form of Term Loan Extension Amendment
EXHIBIT S
-
Form of Revolving Extension Amendment
EXHIBIT T
-
Form of First Lien Intercreditor Agreement
EXHIBIT U
-
Form of Junior Lien Intercreditor Agreement
vi
CREDIT AGREEMENT, dated as of July 14, 2011, 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; MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO
SECURITIES, LLC, COMMERZ MARKETS LLC, RBS SECURITIES INC. and UBS SECURITIES LLC
("UBSS") as joint lead arrangers and joint bookrunners (in such capacities,
together with their respective successors in such capacities, "Lead Arrangers");
BANK OF AMERICA, N.A.,