Exhibit 10.19(b)
WAIVER TO
CREDIT AGREEMENT
This WAIVER TO CREDIT AGREEMENT
(this “ Waiver ”), dated as of February 18,
2005, is made by and among PENN NATIONAL GAMING, INC. (“
Borrower ”); the Subsidiary Guarantors party hereto;
and BEAR STEARNS CORPORATE LENDING INC., as administrative agent
(in such capacity, “ Administrative Agent
”).
R E C I T A L S
:
WHEREAS, Borrower and Subsidiary
Guarantors have entered into that certain Credit Agreement dated as
of March 3, 2003, as amended and restated as of
December 5, 2003 (as amended to date, the “ Credit
Agreement ”) with the Lenders party thereto; Bear Stearns
Corporate Lending Inc., as swingline lender, as administrative
agent and as collateral agent; and the other agents party thereto;
and
WHEREAS, the Lenders and
Administrative Agent have agreed to waive certain provisions of the
Credit Agreement as provided herein upon the terms and subject to
the conditions set forth herein.
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.
Definitions
. Unless otherwise expressly
defined herein, all capitalized terms used herein and defined in
the Credit Agreement shall be used herein as so defined.
SECTION 2.
Waiver . The Lenders hereby waive compliance with
the provisions of Section 10.10 of the Credit Agreement
to the extent necessary to permit Borrower to issue a notice of
redemption of, and to redeem, its outstanding 11 1/8 %
Senior Subordinated Notes due 2008 (which are redeemable at
Borrower’s option commencing on March 1, 2005) in
accordance with the terms of the indenture governing such notes
(the “ Redemption ”); and (ii) to use the
proceeds of Revolving Loans, together with cash on hand, to fund
the Redemption.
SECTION 3.
Representations and Warranties;
No Default or Event of Default . The Credit Parties hereby confirm that,
after giving effect to the effectiveness of this Waiver,
(a) all representations and warranties contained in the Credit
Agreement are true and correct in all material respects as of the
date hereof, except to the extent that any such representation and
warranty specifically relates to an earlier date, and (b) no
Default or Event of Default has occurred and is
continuing.
SECTION 4.
Miscellaneous
.
(a)
This Waiver shall
become effective when Administrative Agent shall have received
(i) counterparts of this Waiver executed by Borrower and the
Subsidiary Guarantors, and (ii) executed Lender Consents,
substantially in the form attached hereto as Annex I , from
a number of Lenders sufficient to constitute the Majority
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