FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this "Amendment") is
entered into with reference to the Senior Secured Multiple Draw Term Loan
Agreement dated as of December 13, 1999 among Penn National Gaming of West
Virginia, Inc. ("Borrower"), the Lenders party thereto and Bank of America,
N.A., as Administrative Agent (as heretofore amended, the "Loan Agreement").
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
Borrower and the Lenders hereby agree to amend the Loan
Agreement as follows:
1. Definitions. Section 1.1 of the Loan Agreement is hereby amended to
add the following definition:
"Xxxxxxx Town Purchase Agreement" means the agreement for sale of
membership interests in PNGI Xxxxxxx Town Gaming Limited Liability
Company, copies of which have been distributed to the Banks.
2. Consent to Xxxxxxx Town Buy-Out. Section 6.18 of the Loan Agreement
is hereby amended to read in full as follows:
"6.18 Acquisitions and InvestmentsAcquisitions and
InvestmentsAcquisitions and Investments. Make any Acquisition or make
any Investment other than (a) Acquisitions and Investments permitted by
Section 8.05 of the PNGI Credit Agreement which do not constitute
Significant Transactions and (b) Investments consisting of the purchase
of the remaining ownership of PNGI Xxxxxxx Town Gaming Limited
Liability Company not owned by Borrower as of the Closing Date pursuant
to the Xxxxxxx Town Purchase Agreement."
3. Acknowledgment Regarding Casino Magic. Borrower confirms that it
has entered into an agreement to purchase the Casino
Magic Bay St. Louis and
Boomtown Biloxi properties from Pinnacle Entertainment, Inc. (formerly
known as "Hollywood Park Corporation"). Borrower acknowledges that the
consummation of the proposed purchase will constitute a "Significant
Transaction" as defined in the Loan Agreement and will require the
concurrent repayment in full of all of the Obligations and the termination
of the Commitment.
4. Expenses. Borrower confirms that pursuant to Section 11.3 of the
Loan Agreement, it has agreed to pay all reasonable
out-of-pocket cost and expenses of the Administrative Agent in connection
with this Amendment.
5. Representations and Warranties. Borrower represents and warrants to
the Administrative Agent and the Lenders that:
(a) no Default or Event of Default has occurred and remains continuing
or will result from the consummation of the transactions contemplated
by the Xxxxxxx Town Purchase Agreement. (b) Borrower has delivered a
true, correct and complete copy of the Xxxxxxx Town Purchase Agreement
to each of the Banks..
6. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of March 29, 2000 by their duly authorized
representatives.
PENN NATIONAL GAMING OF WEST VIRGINIA, INC.
By: __/s/Xxxxxx X. Xxxxxxxx
Title: _Secretary/Treasurer________
BANK OF AMERICA, N.A.
By: _/s/Xxxx Bailard___________________
Title: _Vice President_________________
FIRST UNION NATIONAL BANK
By: _/s/_Lynn B. Eagleson____________
Title: __Vice President______________
The undersigned hereby consent to the foregoing:
PENN NATIONAL GAMING, INC.
By: __/s/Xxxxxx X. Xxxxxxxx
Title: _Secretary/Treasurer________
PNGI XXXXXXX TOWN GAMING LIMITED LIABILITY COMPANY
By: __/s/Xxxxxx X. Xxxxxxxx
Title: _Secretary/Treasurer________
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