EXHIBIT #10.76
FIRST AMENDMENT AND WAIVER
FIRST AMENDMENT AND WAIVER (this "Amendment"), dated as of May
15, 1998, among PENN NATIONAL GAMING, INC. (the "Borrower"), the
lenders party to the Credit Agreement referred to below (the "Banks"),
CORESTATES BANK, N.A., as Co-Agent (the "Co-Agent"), and BANKERS TRUST
COMPANY, as Agent (the "Agent"). All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Banks, the Co-Agent, and the Agent are
parties to a Credit Agreement, dated as of November 27, 1996 and
amended and restated as of December 17, 1997 (as further amended,
modified or supplemented to, but not including, the date hereof, the
"Credit Agreement");
WHEREAS, the parties hereto wish to further modify the Credit
Agreement as herein provided; and
WHEREAS, subject to the terms and conditions of this Amendment,
the parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. The Banks hereby waive any Default or Event of Default
that may have arisen under the Credit Agreement solely as a result of
the Borrower failing to comply with Sections 8.10 and 8.11 of the
Credit Agreement for the Test Period ended on March 31, 1998.
2. The table appearing in Section 8.10 of the Credit Agreement
is hereby amended by (i) deleting the ratio "2.50:1.00" appearing
opposite the date "June 30, 1998" appearing therein and inserting the
ratio "2.50:1.00" in lieu thereof and (ii) deleting the ratio
"2.50:1.00" appearing opposite the date "September 30, 1998" appearing
therein and inserting the ratio "2.35:1.00" in lieu thereof.
3. Section 8.11 of the Credit Agreement is hereby amended by
deleting the table appearing therein in its entirety and inserting the
following new table in lieu thereof:
Period Ratio
Restatement Effective Date 4.80:1.00
through and including March 30,
1998
March 31, 1998 through and 4.90:1.00
including September 29, 1998
September 30, 1998 through 4.80:1.00
and including December 30,
1998
December 31, 1998 through and 3.75:1.00
including December 30, 1999
December 31, 1999 and thereafter 3.00:1.00
4. The definition of Minimum Consolidated Net Worth appearing
in Section 10.01 of the Credit Agreement is hereby amended by deleting
the reference to "$55,500,000" appearing therein and inserting the
amount "$53,856,000" in lieu thereof.
5. This Amendment shall become effective on the date (the
"First Amendment Effective Date") when the Borrower, the Agent and the
Required Banks shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered (including by way
of facsimile transmission) the same to the Agent at the Notice Office.
6. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists on the First Amendment
Effective Date, after giving effect to this Amendment; and
(b) on the First Amendment Effective Date, and after giving
effect to this Amendment, all representations and warranties contained
in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects as though such representations and
warranties were made on the First Amendment Effective Date.
7. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be
delivered to the Borrower and the Agent.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
9. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit
Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby.
10. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of
the date first above written.
PENN NATIONAL GAMING, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
BANKERS TRUST COMPANY,
Individually and as Agent
By: /s/ Xxxxx Xxxx
Title: Vice President
CORESTATES BANK, N.A.,
Individually and as Co-Agent
By: /S/ Xxxxxx X. Hounl
Title: Senior Vice President
