UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2018

PENN NATIONAL GAMING, INC.

Commission file number 0-24206

Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania

IRS Employer Identification No. 23-2234473

825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

610-373-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01.             Entry into a Material Definitive Agreement.

Financing Transactions

On October 15, 2018, Penn National Gaming, Inc. (“Penn”) entered into that certain Incremental Joinder Agreement No. 1 (the “Incremental Joinder”), among Penn, certain subsidiaries of Penn party thereto as guarantors (the “Guarantors”), Bank of America, N.A., as letter of credit lender, swingline lender, administrative agent and collateral agent (the “Administrative Agent”) and the lenders party thereto, which amended the Amended and Restated Credit Agreement dated as of January 19, 2017, among Penn, the Guarantors, the lenders party thereto and the Administrative Agent as amended by the First Amendment dated February 23, 2018 (as so amended, the “Amended Credit Agreement”).  Following the closing of the Merger (as defined below), Pinnacle Entertainment, Inc. (“Pinnacle”) and certain of its subsidiaries became guarantors under the Amended Credit Agreement.

The Incremental Joinder provides for a $430,174,375 senior secured term loan A facility (the “Term Loan A Facility”) and a $1,128,750,000 senior secured term loan B facility (the “Term Loan B Facility” and together with the Term Loan A Facility, the “New Credit Facilities”).  The proceeds of the New Credit Facilities were used to pay the Merger Consideration (as defined below), repay certain existing indebtedness of Penn and Pinnacle, to pay related fees and expenses and for general corporate purposes.

The interest rates per annum applicable to loans under the New Credit Facilities are, at Penn’s option, equal to either a LIBOR rate or a base rate, plus an applicable margin. The applicable margin for the Term Loan A Facility ranges from 1.25% to 3.00% per annum for LIBOR loans and 0.25% to 2.00% per annum for base rate loans, in each case depending on Penn’s total net leverage ratio. The applicable margin for the Term Loan B Facility is 2.25% per annum for LIBOR loans and 1.25% per annum for base rate loans. The Term Loan B Facility is subject to a LIBOR “floor” of zero. The loans under the Term Loan A Facility were issued with an upfront fee of 0.50% on the amount of such loans, and the loans under the Term Loan B Facility were issued with an upfront fee of 0.25% of the amount of such loans.

The Term Loan A Facility is subject to interim amortization, to be paid in equal quarterly installments, in annual amounts as follows: (1) 1.25% of the principal amount of the Term Loan A Facility as of October 15, 2018 (“Closing Date TLA Amount”) beginning with the first full fiscal quarter ending after the Effective Time (as defined below) and ending with the eighth full fiscal quarter ending after the Effective Time; (2) 1.875% of the Closing Date TLA Amount beginning with the ninth full fiscal quarter ending after the Effective Time and ending with the twelfth full fiscal quarter ending after the Effective Time; and (3) 2.50% of the Closing Date TLA Amount beginning with the thirteenth full fiscal quarter ending after the Effective Time, with the balance due and payable on October 19, 2023. The Term Loan B is subject to interim amortization in an annual amount of 1.00% of the principal amount of the Term Loan B Facility as of October 15, 2018, to be paid in equal quarterly installments, beginning with the first full fiscal quarter after the Effective Time, with the remaining amount payable on October 15, 2025.

The New Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of Penn and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and other restricted payments and prepay unsecured indebtedness and junior lien indebtedness. The New Credit Facilities have three financial covenants: a maximum senior secured net leverage ratio of 4.25 to 1.00 (subject to step-downs to 3.00 to 1.00), a maximum total net leverage ratio of 5.25 to 1.00 (subject to step-downs to 4.25 to 1.00) and a minimum interest coverage ratio of 2.50 to 1.00. The New Credit Facilities also contain certain customary affirmative covenants and events of default.

A copy of the Incremental Joinder is filed herewith as Exhibit 10.1 and is incorporated in this Item 1.01 by reference. The foregoing description of the Incremental Joinder does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Joinder.

The parties to the agreements above and certain of their respective affiliates have performed investment banking, commercial lending and advisory services for Penn, from time to time, for which they have received customary fees and expenses. These parties may, from time to time, engage in transactions with, and perform services for, Penn and their respective affiliates in the ordinary course of their business.

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Pinnacle Master Lease

The information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the Pinnacle Master Lease, amendments thereto and Penn’s guarantee thereof is incorporated herein by reference.

Item 2.01              Completion of Acquisition or Disposition of Assets.

Acquisition of Pinnacle

On October 15, 2018, pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017, (the “Merger Agreement”) by and among Pinnacle, Penn and Franchise Merger Sub, Inc. (“Merger Sub”), Penn completed its previously announced acquisition of Pinnacle by way of the merger of Merger Sub with and into Pinnacle (the “Merger”) with Pinnacle surviving the Merger as a wholly owned subsidiary of Penn.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Pinnacle common stock issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $20.00 in cash and 0.42 of a share of Penn common stock, with cash paid in lieu of fractional shares (the “Merger Consideration”).  The aggregate Merger Consideration consisted of approximately 26.3 million shares of Penn common stock and approximately $1.25 billion in cash (inclusive of amounts issued or paid at closing in respect of Pinnacle equity awards as described in the next paragraph).

At the Effective Time, each outstanding and unexercised Pinnacle stock option and each other Pinnacle long-term incentive award, whether vested or unvested, that was granted before December 17, 2017 was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Pinnacle common stock underlying such award (less, in the case of Pinnacle stock options, the applicable exercise price).  Performance-based awards granted in 2016 were settled based on actual performance; performance-based awards granted on April 4, 2017 were settled assuming the applicable performance conditions were satisfied; and the remainder of performance-based awards granted in 2017 were settled based on actual performance conditions for 2017 and target performance conditions for 2018 and 2019 were satisfied.  Performance conditions with respect to performance-based awards granted after the signing of the Merger Agreement were deemed satisfied at target as of the Effective Time.  A portion of such performance-based awards vested as of the Effective Time and were settled for the Merger Consideration; the balance of these awards are being assumed by Penn (and, in the case of performance-based awards, converted into time-based awards) and will vest subject to continued service with Penn.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Divestitures to Boyd Gaming Corporation

Concurrently with the closing of the Merger, Penn consummated the previously announced transactions under the Membership Interest Purchase Agreement, dated as of December 17, 2017, as amended, (the “Divestiture Agreement”) by and among Boyd Gaming Corporation (“Boyd”), Boyd TCIV, LLC (“Boyd Purchaser”), Penn, Pinnacle and Pinnacle MLS, LLC (“Pinnacle Tenant”) pursuant to which Boyd Purchaser acquired certain Pinnacle subsidiaries which operate the casinos known as Ameristar Casino Resort & Spa St. Charles (Missouri), Ameristar Casino Hotel Kansas City (Missouri), Belterra Casino Resort (Indiana), and Belterra Park (Ohio) (collectively, the “Divestitures”).  The aggregate purchase price for the Divestitures was approximately $563.5 million, subject to certain adjustments.

The foregoing description of the Divestitures does not purport to be complete and is qualified in its entirety by the full text of the Divestiture Agreement, a copy of which is attached as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Sale of Belterra Park Real Property to Boyd

Concurrently with the closing of the Merger and the Divestitures, a subsidiary of Boyd acquired the real estate associated with Pinnacle’s Belterra Park casino in Cincinnati, Ohio utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. (“GLPI”).  Penn received aggregate sale proceeds of approximately $57.7 million in this transaction.

Plainridge Park Sale-Leaseback; Guarantee of Pinnacle Master Lease

Concurrently with the closing of the Merger and the Divestitures, Gold Merger Sub, LLC (“Gold Merger Sub”), a wholly owned subsidiary of GLPI, completed the previously announced acquisition of real estate associated with Penn’s Plainridge Park Casino in Plainville, Massachusetts from Plainville Gaming and Redevelopment, LLC (“Plainville Gaming”) under the Purchase Agreement by and between Plainville Gaming, Penn and Gold Merger Sub, dated as of December 17, 2017 (the “Plainridge Park Purchase Agreement”), for an aggregate purchase price of $250 million.

Pursuant to the terms of the Plainridge Park Purchase Agreement, Gold Merger Sub and Pinnacle Tenant entered into Amendment No. 4 (the “Fourth Amendment to Master Lease”) to that certain Master Lease, dated as of April 28, 2016 (the “Pinnacle Master Lease”) by and between Gold Merger Sub’s predecessor and Pinnacle Tenant, as previously amended by Amendments No. 1, No. 2 and No. 3 thereto (the “Previous Amendments”), to add the real estate associated with the Plainridge Park casino to the Pinnacle Master Lease and to take certain other action described in the Fourth Amendment to Master Lease.  At closing, Penn also guaranteed the tenant’s obligations under the Pinnacle Master Lease pursuant to a Guarantee Agreement dated as of October 15, 2018 (the “Guarantee Agreement”).

The foregoing description of the Plainridge Park Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing description of the Pinnacle Master Lease, the Previous Amendments, the Fourth Amendment to Master Lease and the Guarantee Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreements filed respectively as Exhibits 10.2 – 10.7 hereto and incorporated herein by reference.

Item 2.03              Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 7.01              Regulation FD Disclosure.

On October 15, 2018, Penn issued a press release announcing the completion of the Merger and related transactions.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

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Item 9.01.             Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.  Penn intends to file the financial statements required by Item 9.01(a) in an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.

(b)           Pro Forma Financial Information.  Penn intends to file the pro forma financial information required by Item 9.01(b) in an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.

(d)           Exhibits.

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  Penn agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

Execution Version

INCREMENTAL JOINDER AGREEMENT NO. 1

This INCREMENTAL JOINDER AGREEMENT NO. 1 (this “Agreement”), dated as of October 15, 2018 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement referred to below) party hereto, each 2018 INCREMENTAL TERM A FACILITY LENDER (as hereinafter defined) party hereto, each 2018 INCREMENTAL TERM B FACILITY LENDER (as hereinafter defined) party hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders under the Existing Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 19, 2017 (as amended by that certain First Amendment, dated as of February 23, 2018 among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., as collateral agent, and the other parties thereto (the “First Amendment to A&R Credit Agreement”), after giving effect to the occurrence of the Closing Effective Date (as defined in the First Amendment to A&R Credit Agreement), and as it may be further amended, restated, amended and restated, replaced, supplemented or otherwise modified prior to giving effect to the amendments contemplated by this Agreement, the “Existing Credit Agreement”), among the Borrower, the Guarantors, the Lenders party thereto from time to time, the Administrative Agent, Bank of America, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement) and the other parties thereto;

WHEREAS, on the Effective Date, the PNK Acquisition shall have been, or substantially concurrently with the Effective Date shall be, consummated and the Closing Effective Date (as defined in the First Amendment to A&R Credit Agreement) shall have occurred, or substantially concurrently with the Effective Date shall occur, and the amendments set forth in Exhibit B to the First Amendment to A&R Credit Agreement shall have become effective in accordance with Section 3 of Article I of the First Amendment to A&R Credit Agreement;

WHEREAS, pursuant to Section 2.12 of the Existing Credit Agreement, the Borrower has requested that (i) those certain financial institutions party hereto and listed on Schedule A hereto (the “2018 Incremental Term A Facility Lenders”) provide in the aggregate $430,174,375 in Incremental Term A Loan Commitments having the same terms as the commitments in respect of the existing Term A Facility Loans under the Existing Credit Agreement (the “2018 Incremental Term A Loan Commitments” and the loans made thereunder, the “2018 Incremental Term A Loans”) and (ii) those certain financial institutions party hereto and listed on Schedule B hereto (the “2018 Incremental Term B Facility Lenders”) provide in the aggregate $1,128,750,000 in New Term Loan Commitments as a new tranche having the terms applicable to the “Term B-1 Facility” set forth in the Credit Agreement (as defined below) (the “2018 Incremental Term B Loan Commitments” and the loans made thereunder, the “2018 Incremental Term B Loans”);

WHEREAS, pursuant to Section 2.12(f), Section 13.04(c) and Section 13.04(e) of the Existing Credit Agreement, the Borrower has further requested that the Administrative Agent agree to amend the Existing Credit Agreement subject to and in accordance with the terms and conditions set forth herein to reflect the incurrence of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans;

WHEREAS, the proceeds of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans will be used, together with cash on hand of the Borrower (including the Net Available Proceeds of certain Asset Sales occurring on or prior to the Effective Date), on the Effective Date to (a) acquire all

of the issued and outstanding equity interests of Pinnacle Entertainment, Inc. (“Pinnacle”) pursuant to that certain Agreement and Plan of Merger, dated as of December 17, 2017 (the “Pinnacle Acquisition Agreement”), by and among the Borrower, Franchise Merger Sub, Inc. and Pinnacle (the “Pinnacle Acquisition”), (b) repay in full the outstanding aggregate principal amount of and accrued interest and fees under that certain Credit Agreement, dated as of April 28, 2016, among Pinnacle, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (as amended from time to time, the “Existing Pinnacle Credit Agreement”), (c) redeem, repurchase, defease or satisfy and discharge in full the aggregate principal amount of and accrued interest and fees under the 5.625% Senior Notes due 2024 of Pinnacle (the “Existing Pinnacle Senior Notes”), (d) repay in full the outstanding aggregate principal amount of and accrued interest and fees under the existing Term B Facility Loans on the Effective Date and (e) pay fees, costs and expenses in connection with the foregoing; and

WHEREAS, each 2018 Incremental Term A Facility Lender, each 2018 Incremental Term B Facility Lender and the Administrative Agent is willing, on the terms and subject to the conditions set forth below, to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1                     Definitions.  Except as otherwise expressly provided herein, capitalized terms used in this Agreement (including in the Recitals and the introductory paragraph above) shall have the meanings given in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Agreement.

ARTICLE II

AGREEMENT TO PROVIDE 2018 INCREMENTAL TERM A LOAN COMMITMENTS

SECTION 2.1                     Agreement to Make 2018 Incremental Term A Loans.  Each 2018 Incremental Term A Facility Lender hereby agrees, severally and not jointly, to provide its respective 2018 Incremental Term A Loan Commitment as set forth on Schedule A annexed hereto on the terms set forth in this Agreement, and its 2018 Incremental Term A Loan Commitment shall be binding as of the Effective Date.  Each 2018 Incremental Term A Facility Lender hereby agrees, severally and not jointly, to make a 2018 Incremental Term A Loan to the Borrower having the same terms as the existing Term A Facility Loans under the Existing Credit Agreement on the Effective Date in the amount of its 2018 Incremental Term A Loan Commitment.

SECTION 2.2                     New Loans and Commitments.  The 2018 Incremental Term A Loan Commitment of each 2018 Incremental Term A Facility Lender is in addition to such 2018 Incremental Term A Facility Lender’s existing Loans and Commitments under the Existing Credit Agreement, if any (which, except to the extent repaid on the Effective Date, shall continue under and be subject in all respects to the Credit Agreement), and, immediately after giving effect to the amendments contemplated hereby, will be subject in all respects to the terms of the Credit Agreement (and, in each case, the other Credit Documents).

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SECTION 2.3                     2018 Incremental Term A Loan Commitments.  This Agreement represents the Borrower’s request for the 2018 Incremental Term A Loan Commitments to be provided on the terms set forth herein on the Effective Date and for the 2018 Incremental Term A Loans to be made thereunder to be funded on the Effective Date.  It is the understanding, agreement and intention of the parties that all 2018 Incremental Term A Loans shall be part of the same Tranche of Loans as the existing Term A Facility Loans outstanding under the Existing Credit Agreement and shall constitute Loans, Term Loans and Term A Facility Loans under the Credit Documents.  The 2018 Incremental Term A Loans shall be subject to the provisions of the Credit Agreement and the other Credit Documents and shall be on terms and conditions identical to the existing Term A Facility Loans outstanding under the Existing Credit Agreement, as such terms and conditions are amended by this Agreement and set forth in the Credit Agreement.  The 2018 Incremental Term A Loan Commitments shall automatically terminate on the Effective Date after giving effect to the making of the 2018 Incremental Term A Loans.

ARTICLE III

AGREEMENT TO PROVIDE 2018 INCREMENTAL TERM B LOAN COMMITMENTS

SECTION 3.1                     Agreement to Make 2018 Incremental Term B Loans.  Each 2018 Incremental Term B Facility Lender hereby agrees, severally and not jointly, to provide its respective 2018 Incremental Term B Loan Commitment as set forth on Schedule B annexed hereto on the terms set forth in this Agreement, and its 2018 Incremental Term B Loan Commitment shall be binding as of the Effective Date.  Each 2018 Incremental Term B Facility Lender hereby agrees, severally and not jointly, to make a 2018 Incremental Term B Loan to the Borrower having the terms set forth in this Agreement and the Credit Agreement in the amount of its 2018 Incremental Term B Loan Commitment.

SECTION 3.2                     New Loans and Commitments.  The 2018 Incremental Term B Loan Commitment of each 2018 Incremental Term B Facility Lender is in addition to such 2018 Incremental Term B Facility Lender’s existing Loans and Commitments under the Existing Credit Agreement, if any (which, except to the extent repaid on the Effective Date, shall continue under and be subject in all respects to the Credit Agreement), and, immediately after giving effect to the amendments contemplated hereby, will be subject in all respects to the terms of the Credit Agreement (and, in each case, the other Credit Documents).

SECTION 3.3                     2018 Incremental Term B Loan Commitments.  This Agreement represents the Borrower’s request for the 2018 Incremental Term B Loan Commitments to be provided on the terms set forth herein on the Effective Date and for the 2018 Incremental Term B Loans to be made thereunder to be funded on the Effective Date.  It is the understanding, agreement and intention of the parties that all 2018 Incremental Term B Loans shall be a new Tranche of Term Loans having all of the terms and conditions set forth for the “Term B-1 Facility Loans” in the Credit Agreement and shall constitute Loans, New Term Loans, Term Loans and Term B-1 Facility Loans under the Credit Documents.  The 2018 Incremental Term B Loans shall be subject to the provisions of, and shall be on the terms and conditions set forth in, the Credit Agreement and the other Credit Documents.  The 2018 Incremental Term B Loan Commitments shall automatically terminate on the Effective Date after giving effect to the making of the 2018 Incremental Term B Loans.

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ARTICLE IV

AMENDMENTS TO EXISTING CREDIT DOCUMENTS

SECTION 4.1                     Amendments to Existing Credit Agreement.

(a)                                 Pursuant to Sections 2.12(f), 13.04(c) and 13.04(e) of the Existing Credit Agreement, subject to the conditions and upon the terms set forth in this Agreement and in reliance on the representations and warranties of the Credit Parties set forth in this Agreement, the Borrower, each of the other Credit Parties, each 2018 Incremental Term A Facility Lender, each 2018 Incremental Term B Facility Lender and the Administrative Agent agree that on the Effective Date, simultaneously with the effectiveness of the provisions of Articles II and III hereof, the Existing Credit Agreement shall be amended as set forth in Exhibit A attached hereto in order to reflect the incurrence of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans (double underlining indicates new language and strikethrough indicates language that has been deleted) (the Existing Credit Agreement, as so amended by this Agreement, and as it may be further amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”).

(b)                                 The corresponding Annexes and Exhibits to the Existing Credit Agreement are hereby restated as set forth in the Credit Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce (a) the 2018 Incremental Term A Facility Lenders to provide the 2018 Incremental Term A Loan Commitments, (b) the 2018 Incremental Term B Facility Lenders to provide the 2018 Incremental Term B Loan Commitments and (c) the Administrative Agent to agree to this Agreement, subject to Section 11.03 of the Existing Credit Agreement and to the last paragraph of Article VI below, the Credit Parties represent to each 2018 Incremental Term A Facility Lender, each 2018 Incremental Term B Facility Lender and the Administrative Agent that, as of the Effective Date and giving effect to all of the Transactions (for purposes of this paragraph, as defined in the Commitment Letter referred to below) occurring on the Effective Date:

SECTION 5.1                     Corporate Existence.  The Borrower and each Restricted Subsidiary (a)(i) is a corporation, partnership, limited liability company or other entity duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) is in good standing under the laws of the jurisdiction of its organization; (b)(i) has all requisite corporate or other power and authority, and (ii) has all governmental licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being conducted; and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary; except, in the case of clauses (a)(ii) (other than with respect to the Borrower), (b)(ii) and (c) where the failure thereof individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.2                     Action; Enforceability.  The Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Borrower and each Restricted Subsidiary of this Agreement have been duly authorized by all necessary corporate, partnership or other organizational action on its part; and this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes its legal, valid and binding obligation, enforceable against each Credit Party in accordance with its terms, except as may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (b) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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SECTION 5.3                     No Breach.  None of the execution, delivery and performance by any Credit Party of this Agreement do or will (i) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under (x) any Organizational Document of any Credit Party or (y) any applicable Requirement of Law (including, without limitation, any Gaming Law) or (z) any order, writ, injunction or decree of any Governmental Authority binding on any Credit Party, or tortiously interfere with, result in a breach of, or require termination of, any term or provision of any Contractual Obligation of any Credit Party or (ii) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation or (iii) result in or require the creation or imposition of any Lien (except for the Liens created pursuant to the Security Documents) upon any Property of any Credit Party pursuant to the terms of any such Contractual Obligation, except with respect to (i)(y), (i)(z), (ii) or (iii) which would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.4                     Credit Document Representations.  Each of the representations and warranties made by the Borrower or any other Credit Party in or pursuant to the Credit Documents to which such entity is a party, as amended hereby, are true and correct in all material respects as of such date (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects as of the applicable date)).

ARTICLE VI

CONDITIONS TO THE EFFECTIVE DATE

This Agreement shall become effective, the 2018 Incremental Term A Facility Lenders shall fund their 2018 Incremental Term A Loan Commitments and 2018 Incremental Term B Facility Lenders shall fund their 2018 Incremental Term B Loan Commitments on the date (the “Effective Date”) on which each of the following conditions is satisfied or waived by the Commitment Parties (as defined in the Commitment Letter), subject to the last paragraph of this Article VI below:

SECTION 6.1                     Execution of Counterparts.  The Administrative Agent shall have received executed counterparts of this Agreement from each Credit Party, each 2018 Incremental Term A Facility Lender, each 2018 Incremental Term B Facility Lender and the Administrative Agent.

SECTION 6.2                     Corporate Documents.  The Administrative Agent shall have received:

(a)                                 certified true and complete copies of the Organizational Documents of each Credit Party and of all corporate or other authority for each Credit Party (including board of directors (or other applicable governing authority) resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of this Agreement and the extensions of credit hereunder, certified as of the Effective Date as complete and correct copies thereof by a Responsible Officer of each such Credit Party (provided that, in lieu of attaching such Organizational Documents and/or evidence of incumbency, such certificate may certify that (x) since the Closing Date (or such later date on which the applicable Credit Party became party to the Credit Documents), there have been no changes to the Organizational Documents of such Credit Party and (y) no changes have been made to the incumbency certificate of the officers of such Credit Party delivered on the Closing Date (or such later date referred to above));

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(b)                                 a certificate as to the good standing of the Borrower as of a recent date, from the Secretary of State (or other applicable Governmental Authority) of its jurisdiction of formation; and

(c)                                  a customary closing certificate of a Responsible Officer of the Borrower certifying to customary matters as reasonably requested by the Administrative Agent.

SECTION 6.3                     Conditions to Incremental Loan Commitments.                              All of the applicable requirements under Section 2.12 of the Existing Credit Agreement with respect to the incurrence of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans shall have been complied with or waived.

SECTION 6.4                     Representations and Warranties.

(a)                                 Each of the representations and warranties made by the Credit Parties set forth in Sections 8.01(a) (but only with respect to Credit Parties, and limited, in the case of good standing, to the Borrower only), 8.04(a)(i)(x) (but only as it relates to entry into this Agreement, the borrowing of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans and the granting of Liens on the Collateral to secure the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans solely to the extent required under this Agreement), 8.04(a)(ii) (limited to the Indenture dated as of January 19, 2017 (as amended, restated, supplemented or otherwise modified through the Effective Date) between the Borrower and Wells Fargo Bank, National Association relating to the Senior Unsecured Notes (but only as it relates to entry into this Agreement, the borrowing of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans and the granting of Liens on the Collateral to secure the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans solely to the extent required under this Agreement)), 8.05 (but only as it relates to this Agreement), 8.09, 8.11(b), 8.14(a) (but only as it relates to the creation, validity and perfection of the security interests that may be perfected solely through the filing of UCC financing statements or delivery of certificated securities collateral representing Equity Interests in United States Persons), 8.17(ii) (after giving effect to the Transactions (as defined in the Commitment Letter)) and 8.27 (limited to use of proceeds on the Effective Date not violating the Foreign Corrupt Practices Act, the Patriot Act or Sanctions) of the Existing Credit Agreement shall be true and correct in all material respects on and as of the Effective Date (it being understood and agreed that any such representation or warranty which by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as of such earlier date, and that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date); and

(b)                                 Each of the representations and warranties made by Pinnacle in the Pinnacle Acquisition Agreement as are material to the interests of the Lenders (for purposes of this paragraph, as defined in the Commitment Letter) shall be true and correct on and as of the Effective Date, but only to the extent that the Borrower has the right to terminate its obligations under the Pinnacle Acquisition Agreement or otherwise decline to consummate the Pinnacle Acquisition as a result of a breach of such representations in the Pinnacle Acquisition Agreement.

SECTION 6.5                     Solvency Certificate.  The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit F to the Commitment Letter from the chief financial officer, chief accounting officer or other financial officer of the Borrower.

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SECTION 6.6                     Opinions of Counsel.  The Administrative Agent shall have received the following opinions, each of which shall be addressed to the Administrative Agent, the Incremental Term A Facility Lenders, the Incremental Term B Facility Lenders and the other Lenders and covering customary matters for transactions of this type as reasonably requested by the Administrative Agent:

(a)                                 an opinion of Wachtell, Lipton, Rosen & Katz, special counsel to the Credit Parties; and

(b)                                 opinions of local counsel to the Credit Parties in such jurisdictions as are set forth in Schedule C.

SECTION 6.7                     Notice of Borrowing.  The Administrative Agent shall have received a Notice of Borrowing, duly completed and complying with Section 4.05 of the Existing Credit Agreement (or as otherwise agreed by the Administrative Agent).

SECTION 6.8                     Acquisition.  The Pinnacle Acquisition shall be consummated pursuant to the Pinnacle Acquisition Agreement substantially concurrently with the initial funding of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans, and no provision of the Pinnacle Acquisition Agreement shall have been amended or waived by the Borrower, and no consent with respect to any term or condition thereof shall have been given thereunder by the Borrower, in a manner materially adverse to the interests of the Commitment Parties (for purposes of this paragraph, as such term is defined in the Second Amended and Restated Commitment Letter dated as of February 23, 2018 among the Borrower, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Securities LLC, Wells Fargo Bank, National Association, Citizens Bank, N.A., SunTrust Robinson Humphrey, Inc., SunTrust Bank, TD Securities (USA) LLC, The Toronto-Dominion Bank, New York Branch, TD Bank, N.A. and Manufacturers and Traders Trust Company (the “Commitment Letter”)) or the Lenders (for purposes of this paragraph, as such term is defined in the Commitment Letter) in their capacities as such without the prior written consent of the Majority Lead Arrangers (for purposes of this paragraph, as such term defined in the Commitment Letter) (such approval not to be unreasonably withheld, conditioned or delayed) (it being agreed that (A) (i) any decrease in the cash portion of the purchase price of not more than 10% shall not be materially adverse to the interests of the Commitment Parties or the Lenders in their respective capacities as such so long as such decrease is allocated to reduce the Unsecured Bridge Facility (as defined in the Commitment Letter) on a dollar for dollar basis and (ii) any decrease in the equity portion of the purchase price of not more than 10% shall not be materially adverse to the interest of the Commitment Parties or the Lenders in their respective capacities as such; (B) the granting of any consent under the Pinnacle Acquisition Agreement that is not materially adverse to the interests of the Commitment Parties or the Lenders in their respective capacities as such shall not otherwise constitute an amendment or waiver; and (C) any amendment to, consent under or modification agreed to by the Borrower of the definition of “Company Material Adverse Effect” in the Pinnacle Acquisition Agreement shall be deemed to be materially adverse to the interests of the Commitment Parties and the Lenders in their capacities as such).

SECTION 6.9                     GLPI Consent Agreement; Master Lease Commitment; Pinnacle Lease Amendment.  (A) Each of (x) the Consent Agreement, dated as of December 17, 2017 by and among the Borrower, Pinnacle, Gaming and Leisure Properties, Inc., Gold Merger Sub, LLC, PA Meadows, LLC, PNK Development 33, LLC and Pinnacle MLS, LLC, in the form attached as Exhibit E to the Commitment Letter (the “GLPI Consent Agreement”), (y) the Master Lease Commitment and Rent Allocation Agreement, in the form attached as Exhibit G to the GLPI Consent Agreement (the “Master Lease Commitment”), and (z) if the Specified Bobcat Asset Sales (as defined in the Commitment Letter) have occurred on or prior to the Effective Date, the Pinnacle Lease Amendment in the form attached as

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Exhibit F to the GLPI Consent Agreement with blanks completed in accordance with the Master Lease Commitment (the “Pinnacle Lease Amendment”), in the case of each of (x) through (z), shall be in full force and effect on the Effective Date and no provision thereof shall have been amended or waived by the Borrower, and no consent with respect to any term or condition thereof shall have been given thereunder by the Borrower, in a manner materially adverse to the interests of the Lenders (for purposes of this paragraph, as defined in the Commitment Letter) in their capacities as such, unless otherwise approved by the Majority Lead Arrangers (for purposes of this paragraph, as such term is defined in the Commitment Letter)  (such approval not to be unreasonably withheld, conditioned or delayed) and (B) each of the Master Leases (as defined in the Commitment Letter) shall be in full force and effect except as modified by the Pinnacle Lease Amendment and no provision thereof shall have been amended or waived by the Borrower, and no consent with respect to any term or condition thereof shall have been given thereunder by the Borrower, in a manner materially adverse to the interests of the Lenders in their capacities as such, unless otherwise approved by the Majority Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed) (it being agreed that any amendment, waiver or modification to the GLPI Consent Agreement, the Master Lease Commitment, the Pinnacle Lease Amendment or the Master Leases related to any divestiture made in order to obtain regulatory approvals in accordance with the terms of the Pinnacle Acquisition Agreement shall not be materially adverse to the interests of the Lenders in their capacities as such).

SECTION 6.10              Financial Statements.  The Lead Arrangers (for purposes of this paragraph, as defined in the Commitment Letter) shall have received: (A) audited consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries (excluding Pinnacle and its Subsidiaries) for the three most recent fiscal years of the Borrower ended more than 90 days prior to the Effective Date; (B) quarterly condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries (excluding Pinnacle and its Subsidiaries) for the period (if any) commencing after the end of the most recent audited financial statements of the Borrower and ending on the last day of the most recent fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Effective Date as well as the corresponding period of the prior fiscal year, (C) audited consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of Pinnacle and its consolidated Subsidiaries for the three most recent fiscal years of Pinnacle ended more than 90 days prior to the Effective Date; (D) quarterly condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of Pinnacle and its consolidated Subsidiaries for the period (if any) commencing after the end of the most recent audited financial statements of Pinnacle and ending on the last day of the most recent fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Effective Date as well as the corresponding period of the prior fiscal year, and (E) an unaudited consolidated pro forma balance sheet and statement of operations of the Borrower and its consolidated Subsidiaries (including Pinnacle and its consolidated Subsidiaries) for the four fiscal quarter period ended as of the last day of the most recent financial statements referred to in (A) and (B) above, prepared after giving effect to the Transactions (for purposes of this paragraph, as defined in the Commitment Letter) as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations).  The filing with the SEC of the financial statements required by clauses (A), (B), (C) and (D) by the Borrower or Pinnacle will satisfy the foregoing requirements.  In addition, for the avoidance of doubt, in the event that the Borrower delivers to the Lead Arrangers financial information relating to any fiscal periods more recently ended than those required by this Section 6.10, such delivery shall be deemed to satisfy the requirements of this Section 6.10.

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SECTION 6.11              Absence of Company Material Adverse Effect.  Since the date of the Pinnacle Acquisition Agreement, there has not been any event, change, effect, development or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect (as defined in the Pinnacle Acquisition Agreement).

SECTION 6.12              Fees, Costs and Expenses.  All fees due to the Administrative Agent, the Lead Arrangers (for purposes of this paragraph, as defined in the Commitment Letter) and the Lenders (for purposes of this paragraph, as defined in the Commitment Letter) under the Third Amended and Restated Fee Letter, dated as of the date hereof, among the Borrower and the Commitment Parties party thereto (the “Third A&R Fee Letter”) shall have been paid from the proceeds of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans on the Effective Date or otherwise, and all expenses contemplated by the Commitment Letter and the Third A&R Fee Letter to be paid or reimbursed to the Administrative Agent, the Lead Arrangers and the Lenders that have been invoiced a reasonable period of time prior to the Effective Date (and in any event, invoiced at least three (3) Business Days prior to the Effective Date (except as otherwise agreed by the Borrower)) shall have been paid from the proceeds of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans on the Effective Date or otherwise.

SECTION 6.13              Existing Indebtedness.  After giving effect to the Transactions (for purposes of this paragraph, as defined in the Commitment Letter), the Borrower and its Subsidiaries shall not have outstanding indebtedness for borrowed money in excess of $350.0 million which was incurred between December 17, 2017 and the Effective Date and the proceeds of which were directly used by the Borrower and its Subsidiaries to fund the acquisition by the Borrower or any of its Subsidiaries of all or a substantial part of the equity interests or assets of another person (other than Pinnacle).  The entire aggregate principal amount of and accrued interest and fees under the Existing Pinnacle Credit Agreement and the Existing Pinnacle Senior Notes will be repaid (or, in the case of the Existing Pinnacle Senior Notes, redeemed, repurchased, defeased or satisfied and discharged) substantially concurrently with, or on the Effective Date promptly following, the funding of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans.

SECTION 6.14              Know Your Customer and Anti-Money Laundering.  Each of the Borrower and the applicable Guarantors shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least three (3) Business Days prior to the Effective Date, to the extent requested at least ten (10) Business Days prior to the Effective Date.

SECTION 6.15              Gaming Approvals.  The condition set forth in Section 6.1(e) of the Pinnacle Acquisition Agreement (as in effect on December 17, 2017) as to gaming approvals shall have been satisfied (other than with respect to approvals from the Texas Racing Commission).

SECTION 6.16              Pinnacle Joinder.  Subject to the final paragraph of this Article VI, (i) Pinnacle and any of its Subsidiaries in each case that would be required to become Guarantors under Section 9.11 of the Credit Agreement (without giving effect to the grace periods set forth therein except to the extent agreed by the Administrative Agent) shall have become, or substantially concurrently with the Effective Date shall become, Guarantors under the Credit Agreement and (ii) to the extent required by Section 9.11 of the Credit Agreement (without giving effect to the grace periods set forth therein except to the extent agreed by the Administrative Agent) (and subject to all limitations, qualifications and exceptions provided in the Credit Agreement and any Credit Documents), such Guarantors shall have granted, or substantially concurrently with the Effective Date shall grant, to the Collateral Agent for the benefit of the Secured Parities a security interest in any Collateral owned by such Guarantor.

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Notwithstanding anything to the contrary herein, in any other Credit Document or any other agreement or other undertaking concerning the financing of the Pinnacle Acquisition  (including, without limitation, Article V hereof or Section 7.02 of the Credit Agreement), (i) the obligations of the 2018 Incremental Term A Facility Lenders to make the 2018 Incremental Term A Loans and of the 2018 Incremental Term B Facility Lenders to make the 2018 Incremental Term B Loans shall be subject solely to the foregoing conditions precedent set forth in this Article VI and (ii) (a) the only representations the accuracy of which shall be a condition to the availability of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans on the Effective Date shall be the representations and warranties specifically set forth in Sections 6.4(a) and 6.4(b) above; and (b) to the extent any security interest in the intended Collateral (other than any Collateral the security interest in which may be perfected by (x) the filing of a UCC financing statement or (y) the possession of the stock certificates, to the extent certificated, of (A) the Borrower’s Subsidiaries (other than Pinnacle and its Subsidiaries), (B) Pinnacle and (C) to the extent received by the Borrower from Pinnacle on the Effective Date, Domestic Subsidiaries of Pinnacle that are Wholly Owned Subsidiaries) is not or cannot be provided on the Effective Date, as applicable, (i) without undue burden or expense or (ii) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the 2018 Incremental Term A Loans and 2018 Incremental Term B Loans on the Effective Date but shall be required to be delivered after the Effective Date pursuant to arrangements to be mutually agreed by the Borrower and the Lead Arrangers (for purposes of this paragraph, as defined in the Commitment Letter) (acting reasonably) (it being understood notwithstanding anything to the contrary provided herein, that in no event shall the Borrower be required pursuant to the terms hereof to deliver mortgages in respect of owned or leased real property of Pinnacle or its Subsidiaries on a date that is earlier than that which would be required under the Credit Agreement for after-acquired real property).

ARTICLE VII

POST-CLOSING REQUIREMENTS

SECTION 7.1                     Post-Closing Real Property. The Borrower shall as soon as practicable, but not later than ninety (90) days after the Effective Date (or such later date as the Administrative Agent may determine in its sole discretion), deliver or cause to be delivered to Collateral Agent the following items with respect to each Mortgaged Real Property, each in form and substance reasonably acceptable to the Administrative Agent:

(a)                                 an amendment to each existing Mortgage encumbering a Mortgaged Real Property (each Mortgage Real Property encumbered by a Mortgage prior to the date hereof, an “Existing Mortgaged Real Property”) to include the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans in the obligations secured by such Mortgage (the “Mortgage Amendments”), each duly executed and delivered by an authorized officer of each Credit Party party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable;

(b)                                 a (i) either (x) a mortgage modification endorsement and an aggregation endorsement with respect to each of the Existing Mortgaged Real Properties, in substantially the forms of the corresponding mortgage modification and aggregation endorsements delivered for such Existing Mortgaged Real Properties in connection with the Existing Credit Agreement, bringing the effective date of the lenders’ title insurance policies previously delivered to Administrative Agent current to the date of the recordation or filing of applicable Mortgage Amendment or (y) a date down endorsement with respect to each of the Existing Mortgaged Real Properties bringing the effective date of the lenders’ title insurance policies (including

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endorsements which were made a part thereof other than with respect to survey endorsements) previously delivered to Administrative Agent current to the date of the recordation or filing of the applicable Mortgage Amendment, and (ii) as applicable, a mortgage recording tax endorsement;

(c)                                  with respect to each Mortgage Amendment, legal opinions, each of which shall be addressed to the Administrative Agent, Collateral Agent and the Lenders, dated the effective date of such Mortgage Amendment and covering such matters as the Administrative Agent shall reasonably request in a manner customary for transactions of this type;

(d)                                 a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each fee-owned Existing Mortgaged Real Property (or to the extent required by law, any other Existing Mortgaged Real Property) (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and the applicable Credit Party relating thereto and evidence of all insurance required with respect to such Existing Mortgaged Real Properties by Flood Insurance Laws (if any)); and

(e)                                  with respect to each Mortgaged Real Property acquired pursuant to the PNK Acquisition, each of the items required by Section 9.08 and 9.11 of the Credit Agreement; provided, that notwithstanding anything contained in Section 9.08 or 9.11 of the Credit Agreement to the contrary, Borrower shall deliver to Administrative Agent title insurance policies insuring the Mortgages encumbering the Mortgaged Real Properties acquired pursuant to the PNK Acquisition (collectively, the “PNK Mortgages”) with insured amounts that are, together with (i) the insured amounts under the title insurance policies insuring the Mortgages encumbering the Existing Mortgaged Real Properties, as modified by any endorsements delivered under clause (b) above and (ii) the insured amount under the title insurance policy insuring the Mortgage encumbering the property commonly known as Margaritaville Resort Casino located in Bossier City, Louisiana if such Mortgage is recorded within sixty (60) days of the date of recordation of the last of the PNK Mortgages, collectively, equal to at least the aggregate principal amount of the Obligations after giving effect to this Agreement (including, for the avoidance of doubt, the aggregate principal amount of the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans); provided, however, that the allocation of the insured amounts among the title insurance policies shall be reasonably acceptable to the Administrative Agent.

SECTION 7.2                     Collateral Expenses.  Each of the Credit Parties hereby acknowledges its obligations under Section 13.03(a) of the Credit Agreement as and to the extent that they relate to the negotiation, preparation, execution and delivery of the Mortgage Amendments and other documents required by Section 7.1 in accordance with their terms.

ARTICLE VIII

VALIDITY OF OBLIGATIONS AND LIENS

SECTION 8.1                     Reaffirmation.  Each of the Credit Parties party hereto (a) acknowledges and agrees that all of such Credit Party’s obligations under the Security Documents and the other Credit Documents (as amended hereby) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as amended by this Agreement, (b) reaffirms each lien and security interest granted by it to the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations and the guaranties of the Guaranteed Obligations made by it pursuant to the Existing Credit Agreement, (c) acknowledges and agrees that the grants of liens and security interests by, and the guaranties of, the Credit Parties contained in the Existing Credit Agreement and the Security Documents are, and shall

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remain, in full force and effect after giving effect to this Agreement and the transactions contemplated hereby and thereby and (d) agrees that the Obligations, the Guaranteed Obligations and the Secured Obligations under the Credit Agreement and the other Credit Documents include the 2018 Incremental Term A Loans and the 2018 Incremental Term B Loans.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1                     Notice.  For purposes of the Credit Agreement, the initial notice address of each 2018 Incremental Term A Facility Lender and 2018 Incremental Term B Facility Lender (other than any 2018 Incremental Term A Facility Lender or 2018 Incremental Term B Facility Lender that, immediately prior to the execution of this Agreement, is a “Lender” under the Existing Credit Agreement) shall be as set forth below its signature to this Agreement.

SECTION 9.2                     Amendment, Modification and Waiver.  This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of the Borrower and the Administrative Agent (acting at the direction of such Lenders as may be required under Section 13.04 of the Credit Agreement).

SECTION 9.3                     Entire Agreement.  This Agreement (including the Schedules and Exhibits) and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.  Each 2018 Incremental Term A Facility Lender and 2018 Incremental Term B Facility Lender party hereto, in its capacity as a 2018 Incremental Term A Facility Lender and 2018 Incremental Term B Facility Lender hereunder and in its capacity as a Lender under the Existing Credit Agreement, hereby consents to the incurrence of the 2018 Incremental Term A Loans and 2018 Incremental Term B Loans on the terms set forth herein.

SECTION 9.4                     GOVERNING LAW.  THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON OR RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION.

SECTION 9.5                     SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER.  EACH PARTY HERETO AGREES THAT SECTION 13.09(b), 13.09(c), 13.09(d) AND 13.09(e) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AGREEMENT MUTATIS MUTANDIS.

SECTION 9.6                     PNK Letters of Credit.  The Borrower, the Administrative Agent and JPMorgan Chase Bank, N.A. (“JPM”) hereby agree that, as of the Effective Date, (i) JPM shall be a “L/C Lender” under the Credit Agreement with respect to each PNK Letter of Credit and (ii) each PNK Letter of Credit shall be a “Letter of Credit” issued by JPM, as an L/C Lender, and shall be subject for all purposes to the terms of the Credit Agreement and the other Credit Documents, including, without limitation, the fees and other provisions set forth in Section 2.03 of the Credit Agreement, as if originally issued under the Credit Agreement on the Effective Date.

SECTION 9.7                     Effective Date Revolving Commitment Allocations.  Each of the Revolving Lenders party hereto having a Revolving Commitment immediately prior to the Effective Date that is

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larger than the Revolving Commitment set forth opposite its name on Annex A-1(b) to the Credit Agreement (an “Assignor Revolving Lender”) shall assign or transfer to any Revolving Lender party hereto having a Revolving Commitment immediately prior to the Effective Date that is less than the Revolving Commitment set forth opposite its name on Annex A-1(b) to the Credit Agreement (an “Assignee Revolving Lender”), and each such Assignee Revolving Lender shall, (a) assume from each such Assignor Revolving Lender such interests in the Revolving Commitments as shall be necessary in order that, after giving effect to all such assignments or transfers and assumptions, such Revolving Commitments will be held by all Revolving Lenders ratably in accordance with their Revolving Commitments as set forth on Annex A-1(b) to the Credit Agreement and (b) purchase from each such Assignor Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in L/C Liabilities and Swingline Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Liabilities and Swingline Loans will be held by all Revolving Lenders ratably in accordance with their Revolving Commitments as set forth on Annex A-1(b) to the Credit Agreement.  Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent (who shall be authorized and directed to reflect such assignments in the Register and to take such other actions as shall be necessary or advisable to reflect the assignments contemplated by this Section 9.7) and shall not be required to be effectuated in accordance with Section 13.05 of the Credit Agreement.

SECTION 9.8                     Confidentiality.  Each party hereto agrees that Section 13.10 of the Credit Agreement shall apply to this Agreement mutatis mutandis.

SECTION 9.9                     No Advisory or Fiduciary Responsibility.  Each party hereto agrees that Section 13.17 of the Credit Agreement shall apply to this Agreement mutatis mutandis.

SECTION 9.10              Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

SECTION 9.11              Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 9.12              Credit Document.  This Agreement shall constitute a “Credit Document” as defined in the Credit Agreement. For the avoidance of doubt, the Borrower shall not be required to prepay any of the Term B-1 Facility Loans with the Net Available Proceeds of any Asset Sale pursuant to Section 10.05(c) or pursuant to Section 10.05(p) of the Credit Agreement to the extent such an Asset Sale was consummated concurrently with or prior to the making of the Term B-1 Facility Loans.

SECTION 9.13              No Novation.  The parties hereto expressly acknowledge that it is not their intention that this Agreement or any of the other Credit Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document, but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein. The Existing Credit Agreement and the Credit Documents, in each case as amended, modified or supplemented hereby, shall be deemed to be continuing agreements

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among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Credit Documents shall remain in full force and effect, each in accordance with its terms (as amended, modified or supplemented by this Agreement), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto, it being understood that from after the occurrence of Effective Date, each reference in the Credit Documents to the “Credit Agreement,” “thereunder,” “thereof” (and each reference in the Credit Agreement to “this Agreement,” “hereunder,” or “hereof”) or words of like import shall mean and be a reference to the Credit Agreement as amended, modified or supplemented by this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written, to be effective as of the Effective Date.

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

[Signature Page to Incremental Joinder Agreement No. 1]

EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January 19, 2017,

(as amended by that certainthe First Amendment, dated as of February 23, 2018
as further amended by the Incremental Joinder Agreement No. 1, dated as of October 15, 2018)

among

PENN NATIONAL GAMING, INC.,
as Borrower,

THE SUBSIDIARIES OF BORROWER PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

THE L/C LENDERS PARTY HERETO

and

Bank of America, N.A.,

as Administrative Agent,

and

Bank of America, N.A.,

as Collateral Agent

Bank of America, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities (USA) LLC and UBS Securities LLC,
as Joint Lead Arrangers and Joint Physical Bookrunners, for the Revolving Facility, the Term A Facility and the Term B Facility,

and

JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities (USA) LLC and UBS Securities LLC,

as Syndication Agents for the Revolving Facility, the Term A Facility and the Term B Facility

Bank of America, N.A., Goldman Sachs Bank USA, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Securities, LLC, Citizens Bank, N.A., SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC,
as Joint Lead Arrangers and Joint Physical Bookrunners for the 2018 Incremental Term A Loan Commitments and the Term B-1 Facility

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TABLE OF CONTENTS

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ANNEXES:

SCHEDULES:

EXHIBITS:

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2017 (this “Agreement”), among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (“Borrower”); the GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; BANK OF AMERICA, N.A., as swingline lender (in such capacity, together with its successors in such capacity, “Swingline Lender”); BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”); and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors in such capacity, “Collateral Agent”).

WHEREAS, Borrower has requested that the Lenders provide first lien revolving credit and term loan facilities, and the Lenders have indicated their willingness to lend, and the L/C Lender has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree to amend and restate the Existing Credit Agreement (as amended by the Second Amendment) as follows:

ARTICLE I.

DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION

SECTION 1.01.                      Certain Defined Terms.  As used herein, the following terms shall have the following meanings:

“2018 Incremental Joinder Agreement” shall mean that certain Incremental Joinder Agreement No. 1, dated as of October 15, 2018, by and among Borrower, Guarantors, the Lenders party thereto and Administrative Agent.

“2018 Incremental Joinder Agreement Effective Date” shall mean October 15, 2018.

“2018 Incremental Term A Loan Commitments” shall mean the “2018 Incremental Term A Loan Commitments” as defined in, and made pursuant to, the 2018 Incremental Joinder Agreement on the 2018 Incremental Joinder Agreement Effective Date.

“2018 Incremental Term A Loans” shall mean the “2018 Incremental Term A Loans” as defined in, and made pursuant to, the 2018 Incremental Joinder Agreement on the 2018 Incremental Joinder Agreement Effective Date.

“ABR Loans” shall mean Loans that bear interest at rates based upon the Alternate Base Rate.

“Acquisition” shall mean, with respect to any Person, any transaction or series of related transactions for the (a) acquisition of all or substantially all of the Property of any other Person, or of any business or division of any other Person (other than any then-existing Company), (b) acquisition of more than 50% of the Equity Interests of any other Person, or otherwise causing any other Person to become a Subsidiary of such Person or (c) merger or consolidation of such Person or any other combination of such Person with any other Person (other than any of the foregoing between or among any then-existing Companies).

“Acquisition Incremental Revolving Commitments” shall mean Incremental Revolving Commitments with respect to which the proceeds of any Revolving Loans at the time such commitments are initially provided are reasonably expected to be used solely or primarily for the purposes of funding a Permitted Acquisition or other Acquisition not prohibited hereunder (including repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition).

“Act” has the meaning set forth in Section 13.14.

“Additional Credit Party” has the meaning set forth in Section 9.11.

“Additional Lease” shall mean any lease entered into for the purpose of Borrower or any of its Restricted Subsidiaries to acquire the right to occupy and use real property, vessels or similar assets for, or in connection with, the construction, development or operation of Gaming Facilities.

“Adjusted Maximum Amount” has the meaning set forth in Section 6.10.

“Administrative Agent” has the meaning set forth in the introductory paragraph hereof.

“Affected Classes” has the meaning set forth in Section 13.04(b)(A).

“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that none of GLPI or any of its Subsidiaries shall be deemed to be an Affiliate of Borrower or any of its Subsidiaries.

“Agent” shall mean any of Administrative Agent, Auction Manager, Collateral Agent, Joint Physical Bookrunners, Joint Lead Arrangers and/or Syndication Agents, as applicable.

“Agent Party” has the meaning set forth in Section 13.02(e).

“Agent Related Parties” shall mean each Agent and any sub-agent thereof and their respective Affiliates and their and their Affiliates’ respective directors, trustees, officers, employees, representatives, advisors, partners and agents.

“Aggregate Existing Investment Returns” shall mean, as of any date of determination, the sum of all Existing Investment Returns received on or prior to such date to the extent that, on the date any such Existing Investment Return was received, such Existing Investment Return was larger than the Outstanding Investment Amount as of such date (which Outstanding Investment Amount shall be determined before giving effect to the receipt of such Existing Investment Return).

“Aggregate Payments” has the meaning set forth in Section 6.10.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a LIBO Rate floor or Alternate Base Rate floor or otherwise, in each case, incurred or payable by Borrower generally to all lenders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting or other similar fees (regardless of whether paid in whole or in part to any or all lenders), customary amendment consent fees, or other fees not paid generally to all lenders of such Indebtedness.

“Alternate Base Rate” shall mean for any day, the greatest of (i) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (ii) the Federal Funds Rate plus 0.50% per annum and (iii) the LIBO Rate for an Interest Period of one (1) month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points; provided that, with respect to the Term B Facility Loans only, the Alternate Base Rate shall not be less than 1.75%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Alternate Currency” shall mean Canadian dollars.

“Alternative Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the applicable L/C Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with Dollars.

“Amortization Payment” shall mean each scheduled installment of payments on the Term Loans as set forth in Sections 3.01(b), 3.01(c) and, 3.01(d) and 3.01(e).

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” has the meaning set forth in Section 8.27(a).

“Applicable ECF Percentage” shall mean, for any fiscal year, commencing with the fiscal year ended December 31, 2018, (a) 50% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is equal to or greater than 2.25 to 1.00, (b) 25% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.25 to 1.00 and equal to or greater than 2.00 to 1.00 and (c) 0% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.00 to 1.00.

“Applicable Fee Percentage” shall mean:  with respect to any Unutilized R/C Commitments in respect of any Tranche of Revolving Commitments, (i) prior to the Initial Financial Statement Delivery Date, 0.35% (or the percentage per annum set forth in the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment); and (ii) on and after the Initial Financial Statement Delivery Date, the applicable percentage per annum set forth on Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) set forth opposite the relevant Consolidated Total Net Leverage Ratio in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) determined as of the most recent Calculation Date.  After the Initial Financial Statement Delivery Date, any change in the Consolidated Total Net Leverage Ratio shall be effective to adjust the Applicable Fee Percentage on and as of the date of receipt by Administrative Agent of the Section 9.04 Financials resulting in such change until the date immediately preceding the next date of delivery of Section 9.04 Financials resulting in another such change.  If Borrower fails to deliver the Section 9.04 Financials within the times specified in Section 9.04(a) or 9.04(b), as applicable, such ratio shall be deemed to be with respect to any Unutilized R/C Commitments in respect of any Tranche of Revolving Commitments, at Level I as set forth in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment), in each case, from the date of any such failure to deliver until Borrower delivers such Section 9.04 Financials.  In the event that any financial statement or certification delivered pursuant to Section 9.04 is shown to be inaccurate (an “Inaccuracy Determination”), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Fee Percentage for any period (an “Inaccurate Applicable Fee Percentage Period”) than the Applicable Fee Percentage applied for such Inaccurate Applicable Fee Percentage Period, then Borrower shall promptly (i) deliver to the Administrative Agent corrected Section 9.04 Financials for such Inaccurate Applicable Fee Percentage Period, (ii) determine the Applicable Fee Percentage for such Inaccurate Applicable Fee Percentage Period based upon the corrected Section 9.04 Financials and (iii) pay to the Administrative Agent the accrued additional commitment fee owing as a result of such increased Applicable Fee Percentage for such Inaccurate Applicable Fee Percentage Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.01.  It is acknowledged and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including their rights under Section 3.02 and Article XI and their other respective rights under this Agreement.

“Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) (a) that is a lender on the Closing Date, designated for such Type of Loan on Annexes A-1 through A-3 hereof, (b) set forth on such Lender’s signature page to an Incremental Joinder Agreement for any Lender making any Incremental Commitment pursuant to Section 2.12, (c) set forth on such Lender’s signature page to any Refinancing Amendment for any Lender providing Credit Agreement Refinancing Indebtedness pursuant to Section 2.15, (c) set forth in the Assignment Agreement for any Person that becomes a “Lender” hereunder pursuant to an Assignment Agreement or (d) such other office of such Lender (or of an Affiliate

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of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower as the office by which its Loans of such Type are to be made and maintained.

“Applicable Margin” shall mean:

(a)         for each Type and Class of Loan, other than any Term B Facility Loan and any Term B-1 Facility Loan, (i) prior to the Initial Financial Statement Delivery Date, the respective percentage per annum set forth at Level III as set forth on Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) for such Type and Class of Loan; and (ii) on and after the Initial Financial Statement Delivery Date, the applicable percentage per annum as set forth on Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) for such Type and Class of Loan, set forth opposite the relevant Consolidated Total Net Leverage Ratio in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) determined as of the most recent Calculation Date.  After the Initial Financial Statement Delivery Date, any change in the Consolidated Total Net Leverage Ratio shall be effective to adjust the Applicable Margin on and as of the date of receipt by Administrative Agent of the Section 9.04 Financials resulting in such change until the date immediately preceding the next date of delivery of Section 9.04 Financials resulting in another such change.  If Borrower fails to deliver the Section 9.04 Financials within the times specified in Section 9.04(a) or 9.04(b), as applicable, such ratio shall be deemed to be at Level I as set forth in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) from the date of any such failure to deliver until Borrower delivers such Section 9.04 Financials.  In the event of an Inaccuracy Determination, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Inaccurate Applicable Margin Period”) than the Applicable Margin applied for such Inaccurate Applicable Margin Period, then Borrower shall promptly (i) deliver to the Administrative Agent corrected Section 9.04 Financials for such Inaccurate Applicable Margin Period, (ii) determine the Applicable Margin for such Inaccurate Applicable Margin Period based upon the corrected Section 9.04 Financials and (iii) pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Inaccurate Applicable Margin Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.01.  It is acknowledged and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including their rights under Section 3.02 and Article XI and their other respective rights under this Agreement; and

(b)         for each Term B Facility Loan, (i) 2.50% per annum, with respect to LIBOR Loans and (ii) 1.50% per annum, with respect to ABR Loans.; and

(c)          for each Term B-1 Facility Loan, (i) 2.25% per annum, with respect to LIBOR Loans and (ii) 1.25% per annum, with respect to ABR Loans.

“Asset Sale” shall mean (a) any conveyance, sale, lease (other than an operating lease in the ordinary course of business), transfer or other disposition (including by way of merger or consolidation and including any sale and leaseback transaction) of any Property (including accounts receivable and Equity Interests of any Person owned by Borrower or any of its Restricted Subsidiaries but not any Equity Issuance) (whether owned on the Closing Date or thereafter acquired) by Borrower or any of its Restricted Subsidiaries to any Person (other than (i) with respect to any Credit Party, to any Credit Party, and (ii) with respect to any other Company, to any Company) to the extent that the aggregate value of such Property sold in any single transaction or related series of transactions is greater than or equal to $20.0 million and (b) any issuance or sale by any Restricted Subsidiary of its Equity Interests to any Person (other than to any Company); provided that the following shall not constitute an “Asset Sale”: (x) any conveyance, sale, lease, transfer or other disposition of obsolete or worn out assets or assets no longer useful in the business of the Credit Parties, (y) licenses of Intellectual Property entered into in the ordinary course of business and (z) any conveyance, sale, transfer or other disposition of cash and/or Cash Equivalents.

“Assignment Agreement” shall mean an Assignment and Assumption Agreement substantially in the form attached as Exhibit K hereto or any other form (including electronic documentation generated by use of an electronic platform) as is reasonably acceptable to Administrative Agent.

“Auction Amount” shall have the meaning provided in Exhibit O hereto.

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“Auction Manager” shall mean Bank of America, or another financial institution as shall be selected by Borrower in a written notice to Administrative Agent, in each case in its capacity as Auction Manager.

“Auction Procedures” shall mean, collectively, the auction procedures, auction notice, return bid and Borrower Assignment Agreement in substantially the form set forth as Exhibit O hereto or such other form (including electronic documentation generated by use of an electronic platform) as is reasonably acceptable to Auction Manager, Administrative Agent and Borrower so long as the same are consistent with the provisions hereof; provided, however, Auction Manager, with the prior written consent of Borrower, may amend or modify the procedures, notices, bids and Borrower Assignment Agreement in connection with any Borrower Loan Purchase (but excluding economic terms of a particular auction after any Lender has validly tendered Term Loans requested in an offer relating to such auction, other than to increase the Auction Amount or raise the Discount Range applicable to such auction); provided, further, that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due in such auction.

“Auto-Extension Letter of Credit” shall have the meaning provided by Section 2.03(b).

“Available Amount” shall mean, on any date, an amount not less than zero, equal to:

(a)         50.0% of the aggregate amount of Consolidated Net Income for the period (taken as one accounting period) from the beginning of the fiscal quarter ending March 31, 2018 to the end of the most recent fiscal quarter of Borrower prior to such date with respect to which internal financial statements are available (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b)         in the event of (i) the Revocation of a Subsidiary that was designated as an Unrestricted Subsidiary, (ii) the merger, consolidation or amalgamation of an Unrestricted Subsidiary with or into Borrower or a Restricted Subsidiary (where the surviving entity is Borrower or a Restricted Subsidiary) or (iii) the transfer or other conveyance of assets of an Unrestricted Subsidiary to, or liquidation of an Unrestricted Subsidiary into, Borrower or a Restricted Subsidiary, an amount equal to the sum of (x) the fair market value of the Investments deemed made by Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary at the time such Subsidiary was designated as an Unrestricted Subsidiary, plus (y) the amount of the Investments of Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary made after such designation and prior to the time of such Revocation, merger, consolidation, amalgamation, conveyance, liquidation or transfer (or of the assets transferred or conveyed, as applicable), other than, in the case of this clause (y), to the extent such Investments funded Investments by such Unrestricted Subsidiary into a Person that, after giving effect to the transaction described in clauses (i), (ii) or (iii) above, will be an Unrestricted Subsidiary; provided, that clauses (x) and (y) shall not be duplicative of any reductions in the amount of such Investments pursuant to the proviso to the definition of “Investments”; plus

(c)          the aggregate amount of any returns received since the Closing Date and on or prior to such date (including with respect to contracts related to such Investments and including dividends, interest, distributions, returns of principal, sale proceeds, repayments, income, payments under contracts relating to such Indebtedness and similar amounts) by Borrower or any Restricted Subsidiary in respect of any Investments pursuant to Section 10.04(l) to the extent not included in Consolidated Net Income; plus

(d)         the aggregate amount of Equity Issuance Proceeds (including upon conversion or exchange of a debt instrument into or for any Equity Interests (other than Disqualified Capital Stock)) received by Borrower from or in exchange for the issuance of Equity Interests (other than Disqualified Capital Stock) after the Closing Date and on or prior to such date; minus

(e)          the aggregate amount of any (i) Investments made pursuant to Section 10.04(l), (ii) Restricted Payments made pursuant to Section 10.06(i)(ii), (iii) Junior Prepayments pursuant to Section 10.09(a)(ii) (in each case, in reliance on the then-outstanding Available Amount) made since the Closing Date and on or prior to such date and (iv) the aggregate amounts designated by Borrower as New Investment Returns, Specified General Investment Returns, Specified Additional General Investment Returns and Specified Unrestricted Subsidiaries Investment Returns to the extent included in Consolidated Net Income.

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“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” shall mean Bank of America, N.A., in its individual capacity, and any successor thereto by merger, consolidation or otherwise.

“Bankruptcy Code” shall mean the Title 11 of the United States Code entitled “Bankruptcy,” as now or hereinafter in effect, or any successor statute thereto.

“Beneficial Owner” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Exchange Act.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bona Fide Investment Entities” shall mean (i) commercial or corporate banks and (ii) any funds which principally hold passive investments in portfolios of commercial loans or debt securities for investment purposes in the ordinary course of business.

“Borrower” has the meaning set forth in the introductory paragraph hereof.

“Borrower 2021 Notes” shall mean the outstanding 5.875% Senior Notes due 2021 of Borrower in the original aggregate principal amount of $300.0 million.

“Borrower 2021 Notes Redemption” shall mean the purchase, redemption or other acquisition of, or retirement, defeasance or Discharge of, Borrower 2021 Notes or the related indenture, or the acceptance for purchase, or purchase, of any Borrower 2021 Notes pursuant to a tender offer, including the payment of any premium and any accrued and unpaid interest with respect thereto; provided, however, that in the case of a Discharge, the Borrower 2021 Notes Redemption shall be deemed to have occurred at the time of such Discharge, even if some or all of such Discharged Borrower 2021 Notes are to be purchased or redeemed at a later date.

“Borrower Assignment Agreement” shall mean, with respect to any assignment to Borrower or one of its Subsidiaries pursuant to Section 13.05(d) consummated pursuant to the Auction Procedures, an Assignment and Acceptance Agreement substantially in the form of Annex C to the Auction Procedures (as may be modified from time to time as set forth in the definition of Auction Procedures).

“Borrower Loan Purchase” shall mean any purchase of Term Loans by Borrower or one of its Subsidiaries pursuant to Section 13.05(d).

“Borrower Materials” has the meaning set forth in Section 9.04.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Business Day” shall mean any day, except a Saturday or Sunday, (a) on which commercial banks are not authorized or required to close in New York and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or an Interest Period for, a LIBOR Loan or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion or Interest Period, that is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

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“Calculation Date” shall mean the last day of the most recent Test Period.

“Canadian dollars” shall mean the lawful money of Canada.

“Capital Expenditures” shall mean, for any period, any expenditures by Borrower or its Restricted Subsidiaries for the acquisition or leasing of fixed or capital assets (including Capital Lease Obligations) that should be capitalized in accordance with GAAP and any expenditures by such Person for maintenance, repairs, restoration or refurbishment of the condition or usefulness of Property of such Person that should be capitalized in accordance with GAAP; provided that the following items shall not constitute Capital Expenditures: (a) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation (or transfers in lieu thereof) of the assets being replaced; (b) the purchase price of assets purchased simultaneously with the trade-in of existing assets solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the asset being traded in at such time; (c) the purchase of property or equipment to the extent financed with the proceeds of asset sales or other dispositions outside the ordinary course of business that are not required to be applied to prepay the Term Loans pursuant to Section 2.10(a)(iii); (d) expenditures that constitute Permitted Acquisitions or other Acquisitions not prohibited hereunder; (e) any capitalized interest expense reflected as additions to property in the consolidated balance sheet of Borrower and its Restricted Subsidiaries (including in connection with sale-leaseback transactions not prohibited hereunder); (f) any non-cash compensation or other non-cash costs reflected as additions to property in the consolidated balance sheet of Borrower and its Restricted Subsidiaries; and (g) capital expenditures relating to the construction or acquisition of any property or equipment which has been transferred to a Person other than Borrower or any of its Restricted Subsidiaries pursuant to a sale-leaseback transaction not prohibited hereunder and capital expenditures arising pursuant to sale-leaseback transactions.

“Capital Lease” as applied to any Person, shall mean any lease of any Property by that Person as lessee that, in conformity with GAAP, is required to be classified and accounted for as a capital lease on the balance sheet of that Person; provided, however, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may, in the sole discretion of Borrower, be accounted for as an operating lease and not as a Capital Lease; and provided, further, that, for the avoidance of doubt, each Master Lease and any Additional Lease will be accounted for as an operating lease and not as a Capital Lease.

“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a Capital Lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP; provided, however, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may, in the sole discretion of Borrower, be accounted for as an operating lease and not as a Capital Lease; and provided, further, that, for the avoidance of doubt, each Master Lease and any Additional Lease will be accounted for as an operating lease and not as a Capital Lease.

“Cash Collateralize” shall mean, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in Dollars or other credit support, in each case, at a location and pursuant to documentation in form and substance reasonably satisfactory to (a) Administrative Agent, (b) in the case of obligations owing to an L/C Lender, such L/C Lender, and (c) in the case of obligations owing to the Swingline Lender, Swingline Lender (and “Cash Collateral”, “Cash Collateralized” and “Cash Collateralization” have corresponding meanings).

“Cash Equivalents” shall mean, for any Person:  (a) direct obligations of the United States, or of any agency thereof, or obligations guaranteed as to principal and interest by the United States, or by any agency thereof, in either case maturing not more than one year from the date of acquisition thereof by such Person; (b) time deposits, certificates of deposit or bankers’ acceptances (including eurodollar deposits) issued by (i) any bank or trust company organized under the laws of the United States or any state thereof and having capital, surplus and undivided profits of at least $500.0 million that is assigned at least a “B” rating by Thomson Financial BankWatch or (ii) any Lender or bank holding company owning any Lender (in each case, at the time of acquisition); (c) commercial paper maturing not more than one year from the date of acquisition thereof by such Person and (i) issued by any Lender or bank holding

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