Exhibit 10.74
WAIVER
WAIVER (this "Waiver"), dated as of March 25, 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.
W I T N E S S E T H
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 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 Waiver, 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 Section 8.09, 8.10 or 8.11 of the Credit Agreement, in each case for
the Test Period ending on December 31, 1997.
2. The Banks hereby waive any requirement that the Borrower comply with
Sections 8.09 and 8.11 during the period from January 1, 1998 through March 30,
1998. It is hereby understood and agreed that the Borrower shall be in
compliance with such Sections on and after March 31, 1998.
3. This Waiver shall become effective on the date (the "Waiver
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.
4. In order to induce the Banks to enter into this Waiver, the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default exists on the Waiver Effective Date,
after giving effect to this Waiver; and
(b) on the Waiver Effective Date, and after giving effect to this
Waiver, 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 Waiver Effective
Date.
5. This Waiver 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.
6. THIS WAIVER 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.
7. From and after the Waiver 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.
8. This Waiver 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.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Waiver to be duly executed and delivered as of the date first above
written.
PENN NATIONAL GAMING, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Title: Chief Financial Officer
BANKERS TRUST COMPANY,
Individually and as Agent
By: /s/ XXXXX X. XXXX
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Title: Vice President
CORESTATES BANK, N.A.
By: /s/ XXXXXX X. HOUNL
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Title: Senior Vice President
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