AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 1 TO
CREDIT AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) dated as of June 9, 2004, to the CREDIT AGREEMENT dated as of March 3, 2003, as amended and restated as of December 5, 2003 (the “Credit Agreement”) among PENN NATIONAL GAMING, INC. as Borrower; the Subsidiary Guarantors party hereto; the Lenders party hereto; BEAR, XXXXXXX & CO. INC. and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as original joint lead arrangers and original joint bookrunners (in such capacities, together with their successors in such capacities, “Original Lead Arrangers”); XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as syndication agent (in such capacity, together with its successors in such capacity, “Syndication Agent”); BEAR, XXXXXXX & CO. INC., as sole lead arranger and sole bookrunner in connection with the Term D Loan Facility and the amendment and restatement of the original credit agreement (the “New Lead Arranger”; together with the Original Lead Arrangers, the “Lead Arrangers”); BEAR XXXXXXX 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”).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

R E C I T A L S :

WHEREAS, Borrower requests that certain modifications be made to Sections 2.09, 10.04 and 10.08 of the Credit Agreement.

WHEREAS, pursuant to Section 13.04 of the Credit Agreement, the consent of the Majority Lenders is necessary to effect this Amendment.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

A G R E E M E N T :

SECTION 1. Amendments.

(a) Section 1.01 of the Credit Agreement shall be amended to include the following definition:

“Bangor Historic Track Facility” shall mean the Gaming Facility known as “Bangor Raceway” located in Bangor, Maine.

(b) The first sentence of Section 2.09(b)(iii) of the Credit Agreement is amended to read in its entirety as follows:

“In addition to the foregoing, and provided that the Consolidated Senior Leverage Ratio is less than 2.25 to 1.00, Borrower shall have the right to elect to make a pro rata offer to prepay the Term D Facility Loans then outstanding and apply any amounts not accepted for such prepayment to repurchase Permitted Subordinated Indebtedness and/or Borrower Outstanding Bonds in accordance with Section 10.10(v).”

(c) Section 10.04(p) of the Credit Agreement is amended to delete the following language:

“no more than $50.0 million of which shall be from the incurrence of Indebtedness, no more than $50.0 million of which shall be from an Equity Issuance (exclusive of the fees and expenses incurred in connection with the issuance of such Indebtedness or such Equity Issuance),”.

(d) Section 10.08(d)(ii) of the Credit Agreement is amended so that clause (A) thereof reads as follows:

“(A) (x) $90.0 million at the Xxxxxxx Town Facility less Expansion Capital Expenditures totaling $25.9 million previously incurred since March 3, 2003; provided, however, that any Expansion Capital Expenditure at the Xxxxxxx Town Facility shall not extend past December 31, 2006 and (y) $75.0 million at the Bangor Historic Track Facility provided, however, that any Expansion Capital Expenditure at the Bangor Historic Track Facility shall not extend past December 31, 2005,”

(e) Section 10.10(a)(v) of the Credit Agreement is amended to read in its entirety as follows:

“so long as the Consolidated Senior Leverage Ratio is less than 2.25 to 1.00, payment of or repurchase, redemption, retirement, acquisition or cancellation of Borrower’s and its Restricted Subsidiaries’ Permitted Subordinated Indebtedness and/or Borrower Outstanding Bonds with all or any portion of the amounts by which Borrower offered to prepay the Term D Facility Loans then outstanding in accordance with Section 2.09(b)(iii) but that were declined in accordance with such Section 2.09(b)(iii);”

SECTION 2. Representations and Warranties.  The Credit Parties hereby affirm and restate the representations and warranties made by it in the Credit Agreement and confirm that all such representations and warranties are true and correct in all material respects as of the date hereof, after giving effect to the effectiveness of this Amendment, except to the extent that any such representation and warranty specifically relates to an earlier date.

SECTION 3. Miscellaneous.

(a) This Amendment relates only to the specific matters covered herein and shall not constitute a consent to or waiver or modification of any other provision, term or condition of the Credit Agreement.

(b) All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Credit Agreement shall remain in full force and effect except as expressly provided herein.

(c) This Amendment shall become effective when, and only when (i) Administrative Agent shall have received counterparts of this Amendment executed by Borrower and the Subsidiary Guarantors and a number of Lenders sufficient to constitute the Majority Lenders; and (ii) and Borrower has paid all reasonable costs and expenses of Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) in accordance with the terms of Section 13.03 of the Credit Agreement.

(d) From and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereof,” “herein,” “hereby” or words of like import shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

(e) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

(f) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflict of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

	PENN NATIONAL GAMING, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxx
		Title: Chief Financial Officer and Senior Vice President, Finance
	Address for Notices:
	Penn National Gaming, Inc.
	000 Xxxxxxxxx Xxxxxxxxx
	Xxxxx 000
	Xxxxxxxxxx, Xxxxxxxxxxxx  00000
	Contact person:  Xxxxxx X. Xxxxxxxx
	Telecopier No.:  (000) 000-0000
	Telephone No.:  (000) 000-0000
	SUBSIDIARY GUARANTORS:
	BACKSIDE, INC.
	By:		/s/ Xxxxxx X. Xxxxxxxx
			Name: Xxxxxx X. Xxxxxxxx
			Title: Vice President
	HOLLYWOOD CASINO-AURORA, INC.
	By:		/s/ Xxxxx XxXxxxxxx
			Name: Xxxxx XxXxxxxxx
			Title: President

	BANGOR AQUISITION CORP.,
	By:	/s/ Xxxxx XxXxxxxxx
		Name: Xxxxx XxXxxxxxx
		Title: President
	BANGOR HISTORIC TRACK, INC.,
	By:	/s/ Xxxxx XxXxxxxxx
		Name: Xxxxx XxXxxxxxx
		Title: President
	DEL’S-SEAWAY SHRIMP & OYSTER COMPANY, INC.,
	By:	/s/ Xxxxx XxXxxxxxx
		Name: Xxxxx XxXxxxxxx
		Title: President
	PNGI XXXXXXX TOWN GAMING LIMITED LIABILITY COMPANY
	By:		PENN NATIONAL GAMING OF WEST VIRGINIA, INC.,
			Managing Member
			By:	/s/ Xxxxxx X. Xxxxxxxx
				Name:  Xxxxxx X. Xxxxxxxx
				Title: Secretary and Treasurer
	PNGI XXXXXXX TOWN FOOD & BEVERAGE LIMITED LIABILITY COMPANY
	By:	/s Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager

	PENN NATIONAL GSFR, LLC
	By:			PENN NATIONAL GAMING, INC., Sole Member and Manager
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title: Vice President, Secretary and
		Treasurer
	PENN NATIONAL SPEEDWAY, INC.
	By:		/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Chief Executive Officer
	X-X XXXXX, INC.
	By:		/s/ Xxxxxxx X. Xxxxxxxx
			Name: Xxxxxxx X. Xxxxxxxx
			Title: President

	XXXXXX BARRE XXXXX, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxx
		Title: President
	By:		/S/ Xxxxxx X. Xxxxxxxx
			Name: Xxxxxx X. Xxxxxxxx
			Title: Treasurer

On behalf of the Subsidiary Guarantors listed below:

BSL, INC.

BTN, INC.

CHC CASINOS CORP.

CRC HOLDINGS, INC.

THE DOWNS RACING, INC.

XXXXXXX.XXX, INC.

HOLLYWOOD CASINO CORPORATION

HOLLYWOOD MANAGEMENT, INC.

HWCC DEVELOPMENT CORPORATION

HWCC-HOLDINGS, INC.

HWCC-GOLF COURSE PARTNERS, INC.

HWCC-TRANSPORTATION, INC.

HWCC-TUNICA, INC.

LOUISIANA CASINO CRUISES, INC.

MILL CREEK LAND, INC.

MOUNTAINVIEW THOROUGHBRED
RACING ASSOCIATION

NORTHEAST CONCESSIONS, INC.

PNGI POCONO, INC.

PENN BULLPEN, INC.

PENN BULLWHACKERS, INC.

PENN MILLSITE, INC.

PENN NATIONAL GAMING OF
WEST VIRGINIA, INC.

PENN NATIONAL HOLDING COMPANY

PENN SILVER HAWK, INC.

PENNSYLVANIA NATIONAL TURF
CLUB, INC.

STERLING AVIATION, INC.

	BEAR, XXXXXXX & CO. INC.,
		as Original Joint Lead Arranger and Original Joint Bookrunner
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:  Xxxxx X. Xxxxxxx
		Title:  Senior Managing Director
	BEAR, XXXXXXX & CO. INC.,
		as Sole Lead Arranger and Sole Bookrunner for the Term D Loan Facility and the Amendment and Restatement
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:  Xxxxx X. Xxxxxxx
		Title:  Senior Managing Director

	XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
	INCORPORATED,
		as Original Joint Lead Arranger, Original Joint Bookrunner and Syndication Agent
	By:	/s/ Xxxxxxx X. X’Xxxxx
		Name:  Xxxxxxx X. X’Xxxxx
		Title:  Director
		Address for Notices:
		Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx
		Incorporated
		4 World Financial Center
		000 Xxxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx  00000
		Attention:  Xxxxxxx X’Xxxxx
		Telecopier No.:  (000) 000-0000
		Telephone No.:  (000) 000-0000

	BEAR XXXXXXX CORPORATE LENDING INC.,
		as Administrative Agent, Swingline Lender, and Collateral Agent
	By:		/s/ Xxxxxx Xxxxxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxxxxx
		Title:  Vice President
		Address for Notices:
		Bear Xxxxxxx Corporate Lending Inc.
		000 Xxxxxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention:  Xxxxxxx X’Xxxxx
		Telecopier No.:  (000) 000-0000
		Telephone No.:  (000) 000-0000

	SOCIETE GENERALE,
	as Joint Documentation Agent
	By:		/s/ Xxxxxx X. Xxxxx
		Name:  Xxxxxx X. Xxxxx
		Title:  Vice President

	CALYON NEW  YORK BRANCH,
	as Joint Documentation Agent
	By:	/s/ Attila Coach
		Name:  Attila Coach
		Title:  Managing Director
	By:	/s/ Xxxxx Xxxxxxx
		Name:  F. Xxxxx Xxxxxxx
		Title:  Director