DEUTSCHE BANK TRUST COMPANY AMERICAS
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005

GOLDMAN SACHS CREDIT PARTNERS L.P.
85 Broad Street
New York, New York 10004

LEHMAN COMMERCIAL PAPER INC.
LEHMAN BROTHERS INC. 745 Seventh Avenue
New York, New York 10019

Attention:

William J. Clifford,

Senior Vice President Finance and

  Chief Financial Officer

Very truly yours,

DEUTSCHE BANK TRUST COMPANY
AMERICAS

By:

/s/ Steven P. Lapham

Name: Steven P. Lapham

Title: Managing Director

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Steven P. Lapham

Name: Steven P. Lapham

Title: Managing Director

By:

/s/ A. Drew Goldman

Name: A. Drew Goldman

Title: Director

GOLDMAN, SACHS & Co.

By:

/s/ Robert T. Wagner

Name: Robert T. Wagner

Title: Managing Director

:

LEHMAN COMMERCIAL PAPER INC.

By:

/s/ Steve Sterling

Name:

Title:

LEHMAN BROTHERS INC.

By:

/s/ Steve Sterling

Name:

Title:

Agreed to and accepted as of
the date first above written

PENN NATIONAL GAMING, INC.

By:

/s/ William J. Clifford

Name:

Title:

Borrower:

Penn National Gaming, Inc. (the “Borrower”).

Total Credit Facilities:

$2.9 billion.

Credit Facilities:

1.     A term loan facility in an aggregate principal amount of $400 million (the “A Term Loan Facility”).

2.     B term loan facility in an aggregate principal amount of $1,750 million (the “B Term Loan Facility” and, together with the A Term Loan Facility, the “Term Loan Facilities”).

3.     Revolving credit facility in an aggregate principal amount of $750 million (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Credit Facilities”).

A.            A Term Loan Facility

Use of Proceeds:

The proceeds of the loans made pursuant to the A Term Loan Facility (the “A Term Loans”) shall be used solely to finance and effect the Acquisition and the Refinancing and to pay the fees and expenses incurred in connection with the Transaction.

Maturity:

The final maturity date of the A Term Loan Facility shall be the first to occur of (the “A Term Loan Maturity Date”) (a) the date that is the sixth anniversary of the Closing Date (defined below) or (b) the date that is 180 days prior to the Senior Subordinated Note Maturity Date (defined below).

“Senior Subordinated Note Maturity Date” means the earlier to occur of (x) the final maturity date of the Borrower’s 8⁷/₈% senior subordinated notes due 2010 (the “Borrower’s 2010 Notes”), unless the Borrower’s 2010 Notes are repaid or discharged in full on or prior to the 180th day prior to such maturity date, provided that, if the Borrower’s 2010 Notes are refinanced, then the maturity date of such other indebtedness as shall have refinanced the Borrower’s 2010 Notes shall be the “Senior Subordinated Note Maturity Date” or (y) the maturity date of the Borrower’s 6⁷/₈% senior subordinated notes due 2011 (the “Borrower’s 2011 Notes”) unless the Borrower’s 2011 Notes are repaid or

discharged in full on or prior to the 180th day prior to such maturity date, provided that, if the Borrower’s 2011 Notes are refinanced, then the maturity date of such other indebtedness as shall have refinanced the Borrower’s 2011 Notes shall be the “Senior Subordinated Note Maturity Date”.

Amortizations:

During years one and two following the Closing Date, the A Term Loan Facility shall not amortize.  During years three, four, five and six following the Closing Date, annual amortization (payable in four equal quarterly installments) of the A Term Loan Facility shall be required in an amount equal to the percentage of the aggregate principal amount of the A Term Loan Facility funded at Closing Date as set forth in the table below opposite the year during which such amortization is required:

Year

Percentage

Year 3

20

%

Year 4

25

%

Year 5

25

%

Year 6

30

%

Availability:

Amounts under the A Term Loan Facility shall be available as follows:

(a)           A Term Loans in the amount of $325 million shall be made on the date of the consummation of the Acquisition (the “Closing Date”); and

(b)           in addition to the foregoing, A Term Loans in the amount of $75 million under the A Term Loan Facility (the “Pocono A Term Loan Commitment Tranche”) shall be made on the Closing Date if and only if the Pocono Downs Sale (defined below) has not been completed concurrent with or prior to the Closing Date (such amount referred to in this clause (b) if so borrowed shall be referred to as the “Pocono A Term Loan Amount”).  If the Pocono Downs Sale has been completed concurrent with or prior to the Closing Date, then the amount of the Pocono A Term Loan Commitment Tranche shall not be available to be borrowed and the commitments under the A Term Loan Facility in the amount of such Pocono A Term Loan Commitment Tranche shall automatically terminate at the Closing Date or earlier, at the Borrower’s option.

No amount of A Term Loans once repaid may be reborrowed.

Use of Proceeds:

The proceeds of the loans made pursuant to the B Term Loan Facility (the “B Term Loans” and, together with the A Term Loans, the “Term Loans”), shall be used as follows:

(a)           The Initial B Term Loan Amount (defined below) of the B Term Loan Facility shall be used solely to finance and effect the Acquisition and the Refinancing and to pay the fees and expenses incurred in connection with the Transaction on the Closing Date; and

(b)           in addition to the foregoing, an amount equal to 101% of the aggregate principal amount of the Existing Target Notes for which Target Notes COC Offers may be required (the “Delayed Draw B Term Loan Commitment Amount”) of the B Term Loan Facility (the “Delayed Draw B Term Loan Tranche”) may be used solely to finance the Target Notes COC Offers and only to the extent required by the terms of the governing indenture.  B Term Loans made under the Delayed Draw B Term Loan Tranche are referred to herein as the “Delayed Draw B Term Loans”.

Maturity:

The final maturity date of the B Term Loan Facility shall be the first to occur of (the “B Term Loan Maturity Date”) (a) the date that is the seventh anniversary of the Closing Date or (b) the date that is 180 days prior to the Senior Subordinated Note Maturity Date.

Amortizations:

(a)           During the first six years following the Closing Date, annual amortization (payable in four equal quarterly installments) of the B Term Loans shall be required in an amount equal to one percent of the initial aggregate principal amount of the B Term Loans; and

(b)           In the seventh year after the Closing Date, the remaining aggregate principal amount of B Term Loans originally incurred shall be paid in four equal quarterly installments.

Availability:

Amounts under the B Term Loan Facility shall be available as follows:

(a)           B Term Loans in the amount of approximately $1,030 million plus such amount as is required to consummate the Target Notes Tender/Consent (exclusive of accrued interest) on the Closing Date shall be made on the Closing Date to finance, in part, the Transaction;

(b)           in addition to the foregoing, B Term Loans in the amount of $100 million under the B Term Loan Facility (the “Pocono B Term Loan Commitment Tranche”) shall be made on the Closing

Date if and only if the Pocono Downs Sale (defined below) has not been completed concurrent with or prior to the Closing Date (such amount referred to in this clause (b) if so borrowed shall be referred to as the “Pocono B Term Loan Amount” and together with the amount under clause (a) above shall be referred to herein as the “Initial B Term Loan Amount”).  If the Pocono Downs Sale has been completed concurrent with or prior to the Closing Date, then the amount of the Pocono B Term Loan Commitment Tranche shall not be available to be borrowed and the commitment under the B Term Loan Facility in the amount of such Pocono B Term Loan Commitment Tranche shall automatically terminate at the Closing Date or earlier, at the Borrower’s option; and

(c)           in addition to the foregoing, Delayed Draw B Term Loans under the Delayed Draw B Term Loan Tranche may only be made during the period commencing on the Closing Date and ending 90 days after the Closing Date.  If amounts under the Delayed Draw B Term Loan Tranche or any part thereof is not drawn or otherwise used during such 90 day period, then the aggregate unutilized commitments under the B Term Loan Facility that relates to the Delayed Draw B Term Loan Tranche shall terminate at the end of such 90 day period.

No amount of B Term Loans once repaid may be reborrowed.

Notwithstanding, anything herein to the contrary, amounts under the B Term Loan Facility not required under the Existing Target Notes Indentures to consummate the Target Notes COC Offers following the Closing Date shall cease to be available on the Closing Date to the extent not used as permitted herein.

Use of Proceeds:

The proceeds of loans under the Revolving Credit Facility (the “Revolving Loans” and, together with the Term Loans and the Swingline Loans (defined below), the “Loans”) shall be used for working capital, capital expenditures, permitted acquisitions and general corporate purposes; provided not more than approximately $662.5 million of the proceeds of the Revolving Credit Facility may be used to pay amounts owing to effect the Acquisition and the Refinancing or to pay any fees and expenses incurred in connection with the Transaction.

Letters of Credit:

A portion of the Revolving Credit Facility not in excess of an amount to be mutually agreed upon will be available for the issuance of stand-by and commercial letters of credit (“Letters of Credit”) to support

obligations of the Borrower and its subsidiaries.  Each of the Lenders under the Revolving Credit Facility will purchase an irrevocable and unconditional participation in each Letter of Credit.  Maturities for Letters of Credit will not exceed twelve months in the case of standby Letters of Credit or 180 days in the case of commercial Letters of Credit, renewable annually thereafter in the case of standby Letters or Credit and, in any event, shall not extend beyond the fifth business day prior to the Revolving Loan Maturity Date (as defined below).

Swingline Loans:

A portion of the Revolving Credit Facility not in excess of an amount to be mutually agreed upon shall be available for swingline loans (the “Swingline Loans”) from one or more Lenders to be agreed upon.  Any such Swingline Loans will reduce the availability under the Revolving Credit Facility on a dollar-for-dollar basis.  Each Lender under the Revolving Credit Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swingline Loan.  Each Swingline Loan shall be due and payable on the earlier of the Revolving Loan Maturity Date (defined below) and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two business days after such Swingline Loan is made.

Maturity:

The final maturity date of the Revolving Credit Facility shall be the first to occur of (the “Revolving Loan Maturity Date”) (a) the date that is the fifth anniversary of the Closing Date or (b) the date that is 180 days prior to the Senior Subordinated Note Maturity Date.

Availability:

Revolving Loans may be borrowed, repaid and reborrowed on and after the Closing Date and prior to the Revolving Loan Maturity Date in accordance with the terms of the definitive credit documentation governing the Credit Facilities (the “Credit Documentation”).

During the period commencing on the Closing Date and ending on the third anniversary thereof, the Borrower may increase the Credit Facilities through additional commitments (the “Incremental Loans”) (whether an increase in commitments under the Revolving Credit Facility, additional commitments under the A Term Loan Facility, additional commitments under the B Term Loan Facility, or one or more new tranches of term loans to be made available under the credit agreement governing the Credit Facilities or any combination of the foregoing) from the existing Lenders and/or from new Lenders approved by the Arrangers and the Administrative Agent (such approval

not to be unreasonably withheld or delayed) in minimum amounts to be determined; provided, however, that (a) any increase in commitments under the Revolving Credit Facility shall not exceed $100 million and (b) the aggregate amount of all Incremental Loans shall not exceed $300 million (the “Incremental Loan Commitment Amount”) and immediately before and after any such borrowing no Default or Event of Default exists, and provided, further that, to the extent that any Incremental Loans are under one or more new tranches of term loans and the weighted average interest rates payable in respect of such Incremental Loans (whether in the form of interest, fees, original issue discount or a combination of any thereof) is higher by more than 0.50% than the weighted average yield to final maturity (including fees and original issue discount) payable in respect of the B Term Loan Facility immediately prior to the incurrence of any such Incremental Loans, the interest rate applicable to the B Term Loan Facility shall increase to provide the existing lenders the same weighted interest rate provided to the lenders of such Incremental Loans.  Existing Lenders may, but shall not be obligated without their prior written consent to, provide a commitment and/or make any loans pursuant to any Incremental Loans, and nothing contained in this Term Sheet or the Commitment Letter constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Loans. The terms and conditions of the Incremental Loans shall be mutually agreed upon by the Borrower and the Arrangers.  Notwithstanding the foregoing to the contrary, the Borrower shall reserve and not utilize $175 million of the Incremental Loan Commitment Amount until the earlier of (a) the expiration of any obligation on the part of the Borrower to purchase the Pocono Downs and its related assets pursuant to the put provisions set forth in documentation related to the Pocono Downs Sale as publicly available on the date hereof (the “Pocono Downs Put Obligation”) or (b) the date on which the Borrower has fulfilled the Pocono Downs Put Obligation through proceeds from the Incremental Loans facility or other source of financing.

Administrative Agent:

DBTCA will act as administrative agent for the Credit Facilities (in such capacity, the “Administrative Agent”).

Joint Lead Arrangers:

DBSI, GSCP and LBI will act as joint lead arrangers for the Credit Facilities (in such capacities, the “Arrangers”).

Joint Book Running Managers:

DBSI, GSCP and LBI will act as joint book running managers for the Credit Facilities (in such capacities, the “Book Managers”).

for the Credit Facilities (in such capacities, the “Book Managers”).

Co-Syndication Agents:

GSCP and LCPI will act as co-syndication agents for the Credit Facilities (in such capacities, the “Co-Syndication Agents”).

Lenders:

DBTCA, GSCP, LCPI and/or a syndicate of lenders arranged by the Arrangers (the “Lenders”) in consultation with the Borrower.

Required Lenders:

Lenders having aggregate commitments and/or outstandings (as appropriate) pertaining to all tranches (taken in the aggregate) of the Credit Facilities in excess of 50%, subject to amendments or waivers of certain provisions of the Credit Documentation requiring the consent of Lenders having a greater share (or all) of the outstanding commitments and/or outstandings or requiring the consent of a specified affected Credit Facility.

Guaranties:

Each of the Borrower’s direct and indirect domestic subsidiaries of the Borrower (each, other than such subsidiaries not providing a guarantee as provided below, a “Guarantor” and, collectively, the “Guarantors”) existing on the Closing Date or thereafter created or acquired shall be required to provide an unconditional joint and several guaranty of all amounts owing under the Senior Secured Financing (the “Guaranties”); provided, that no guarantee need be provided by (i) any member of the Unrestricted Group (defined below), (ii) any subsidiary of the Borrower or Target to the extent prohibited by relevant gaming authorities after the Borrower has used commercially reasonable efforts to arrange for such guarantees, or (iii) any subsidiary of Target to the extent prohibited by the Existing Target Notes and other existing indebtedness of the Borrower and its subsidiaries to remain outstanding following the Acquisition.  Such guarantees shall be in form and substance reasonably satisfactory to the Arrangers and shall, to the extent requested by the Arrangers, also guarantee the Borrower’s and its subsidiaries’ obligations under interest rate swaps or similar agreements with a Lender or its affiliates (the “Secured Hedging Agreements”) incurred in connection with the Senior Secured Financing.  All guarantees shall be guarantees of payment

and not of collection.

“Unrestricted Group” shall include (i) the subsidiaries of Borrower currently treated as “Unrestricted Subsidiaries” under the Existing Borrower Facilities, (ii) the subsidiaries of Target currently treated as “Unrestricted Subsidiaries” under the Existing Target Facilities (it being understood that the subsidiaries of Target that are borrowers under the Existing Target Facilities shall not constitute “Unrestricted Subsidiaries” for purposes hereof) and (iii) such other subsidiaries as reasonably requested by Borrower and acceptable to the Arrangers.

Security:

All amounts owing under the Senior Secured Financing and (if applicable) the Secured Hedging Agreements (and all obligations under the Guaranties) will be secured by (i) a first priority perfected security interest in all stock, other equity interests and promissory notes owned by the Borrower and the Guarantors, provided that not more than 65% of the total outstanding voting stock of any non-U.S. subsidiary of the Borrower shall be required to be pledged, and (ii) a first priority (subject to certain customary lien exceptions as the Administrative Agent shall reasonably determine in its sole discretion) perfected security interest in all other tangible and intangible properties and assets (including, without limitation, receivables, contract rights, securities, patents, trademarks, other intellectual property, inventory, equipment, real estate, leasehold interests, and vessels owned by the Borrower and each of the Guarantors, subject (in each case) to exceptions for those properties and assets as to which the Administrative Agent shall determine in its sole discretion that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby and excluding (x) liens on the properties and assets of the Pennwood Joint Venture, on the Casino Rama management contract and on the leasehold estate at Casino Rouge and Boomtown Biloxi and (y) liens prohibited by applicable gaming authorities, by contractual provisions or by applicable laws, in the case with respect to clause (y) above, after the Borrower has used commercially reasonable efforts to secure approval.

All documentation (collectively referred to herein as the “Security Agreements”) evidencing the security required

pursuant to the immediately preceding paragraph shall be in form and substance reasonably satisfactory to the Arrangers, and shall effectively create first priority security interests in the properties and assets purported to be covered thereby, with such exceptions as are acceptable to the Administrative Agent in its reasonable discretion.

Optional Commitment Reductions:

The unutilized portion of the total commitments under the Credit Facilities may, upon three business days’ notice, be reduced or terminated by the Borrower in minimum amounts to be agreed, without premium or penalty.

Voluntary Prepayments:

Voluntary prepayments may be made at any time on three business days’ notice in the case of Eurodollar Loans, or one business day’s notice in the case of Base Rate Loans, without premium or penalty in minimum principal amounts to be agreed; provided that voluntary prepayments of Eurodollar Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.  Voluntary prepayments of Term Loans shall, subject to the provisions described under the heading “Waivable Prepayments” below, be applied pro rata to outstanding A Term Loans and B Term Loans, and shall apply to reduce future scheduled amortization payments of the respective Term Loans being prepaid in a manner to be determined.

Mandatory Repayments:

Mandatory repayments of Term Loans shall be required from the following:

(a)           100% of the proceeds (net of taxes and costs and expenses in connection with the sale) from asset sales by the Borrower and its restricted subsidiaries (subject to certain reinvestment rights and exceptions to be mutually agreed upon);

(b)           100% of the net proceeds from issuances of debt not permitted under the Credit Documentation and from any Notes Offering (as defined in the Fee Letter);

(c)           50% (reducing to certain percentage amounts to be mutually agreed based on meeting a leverage test to be mutually agreed) of annual excess cash flow (with definitions to be mutually agreed upon) of the Borrower

and its restricted subsidiaries; and

(d)           100% of the net proceeds from insurance recovery and condemnation events of the Borrower and its restricted subsidiaries (subject to certain reinvestment rights to be negotiated).

All mandatory repayments of Term Loans made pursuant to clauses (a)-(d) above (other than from the proceeds of a Notes Offering) will, subject to the provisions described under the heading “Waivable Prepayments” below and the next paragraph below, be applied pro rata to outstanding A Term Loans and B Term Loans, and shall apply to reduce future scheduled amortization payments of the respective Term Loans being repaid pro rata based upon the then remaining amounts of such payments.

Notwithstanding the foregoing to the contrary, any and all net proceeds received by the Borrower or its restricted subsidiaries from the sale by the Borrower or its restricted subsidiaries of the Pocono Downs and related assets as set forth in the documentation publicly filed by the Borrower prior to the date hereof (the “Pocono Downs Sale”) shall be applied first to outstanding A Term Loans made under the Pocono A Term Loan Commitment Tranche and to outstanding B Term Loans made under the Pocono B Term Loan Commitment Tranche on a pro rata basis based on the initial aggregate amount of the A Term Loans made under the Pocono A Term Loan Commitment Tranche and the initial aggregate amount of the B Term Loans made under the Pocono B Term Loan Commitment Tranche.  Notwithstanding the foregoing to the contrary, net proceeds received from the Pocono Asset Sale shall not be subject to any reinvestment rights.

In addition, if at any time the outstandings pursuant to the Revolving Credit Facility (including Letter of Credit outstandings and Swingline Loans outstandings) exceed the aggregate commitments with respect thereto, prepayments of Revolving Loans (and/or the cash collateralization of Letters of Credit) shall be required in an amount equal to such excess.

Waivable Prepayments

So long as (and to the extent that) A Term Loans remain outstanding, Lenders holding B Term Loans shall have

rights to waive their share of Voluntary Prepayments and Mandatory Repayments (excluding scheduled amortizations) as otherwise required above on terms to be established by the Arrangers (in which case the amounts so waived shall be applied to repay then outstanding A Term Loans); provided, however, that, notwithstanding the foregoing, provided that the senior debt leverage ratio (to be defined as mutually agreed upon and to include all unsubordinated and secured debt of Borrower and the Guarantors and all debt of restricted subsidiaries of the Borrower that are not Guarantors) is less than 3.5 to 1.00, the Borrower shall have the option of offering voluntary prepayments to both the Lenders holding B Term Loans and the Lenders holding A Term Loans, on a pro rata basis (and offering A Term Lenders any amounts declined by the B Term Lenders) and providing notice to such Lenders at the time of such offer that any declined amounts may be applied by the Borrower to repurchase its outstanding senior subordinated notes and/or equity.  Any such declined amounts may then be used by the Borrower to so repurchase its outstanding senior subordinated notes and/or equity. 

Interest Rates:

At the Borrower’s option, Loans may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin (as defined below) or (y) Eurodollar Loans, which shall bear interest at the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period plus the Applicable Margin, provided, that until the earlier to occur of (i) the 90th day following the Closing Date or (ii) the date upon which the Arrangers shall determine in their sole discretion that the primary syndication of the Credit Facilities has been completed, Eurodollar Loans shall be restricted to a single one month Interest Period at all times, with the first such Interest Period to begin not sooner than 3 business days after the Closing Date and with any subsequent Interest Periods to begin on the last day of the prior one month Interest Period theretofore in effect. 

“Applicable Margin” shall mean a percentage per annum equal to as follows:

(i) in the case of A Term Loans (A) maintained as Base Rate Loans, 1.375%, and (B) maintained as Eurodollar Loans, 2.375%;

(ii) in the case of B Term Loans (A) maintained as Base Rate Loans, 1.50%, and (B) maintained as Eurodollar Loans, 2.50%; and

(iii) in the case of Revolving Loans (A) maintained as Base Rate Loans, 1.375%, and (B) maintained as Eurodollar Loans, 2.375%.

So long as no default or event of default exists under the Credit Facilities, the Applicable Margin for Revolving Loans and A Term Loans shall be subject to quarterly change (which shall not exceed the rates set forth in clauses (i) and (iii) above) to be determined (but, in any event, not commencing until the delivery of the Borrower’s financial statements in respect of its first fiscal quarter ending at least one full fiscal quarter after the Closing Date) based on meeting the Borrower’s applicable Leverage Ratios.

It is understood that the Applicable Margins applicable to the B Term Loans may increase as set forth in the Section above entitled “Uncommitted Incremental Commitment Facility”.

“Base Rate” shall mean the higher of (x) the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, and (y) 1/2 of 1% in excess of the overnight federal funds rate.

Interest periods of 1, 2, 3 and 6 months or, to the extent available to all Lenders with commitments and/or Loans under a given tranche of the Credit Facilities, 9 or 12 months, shall be available in the case of Eurodollar Loans. 

Interest in respect of Loans bearing interest based upon the Base Rate (“Base Rate Loans”) shall be payable quarterly in arrears on the last business day of each calendar quarter.

Interest in respect of Loans based upon the Eurodollar Rate (“Eurodollar Loans”) shall be payable in arrears at

the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans and at maturity.  All interest on Base Rate Loans, Eurodollar Loans and commitment fees and any other fees shall be based on a 360-day year and actual days elapsed unless calculated by reference to the Prime Rate, in which case it shall be based on a 365 or 366-day year, as applicable.

Interest Rate Management:

At least 50% of the aggregate principal amount of outstanding funded indebtedness (excluding the Revolving Loans) of the Borrower and its restricted subsidiaries must be subject either to a fixed rate or be hedged on terms and for a period of time reasonably satisfactory to the Arrangers and with one or more Lenders or their respective affiliates.

Default Interest:

Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the greater of (i) the rate which is 2% in excess of the rate otherwise applicable to Base Rate Loans of the respective tranche under the Senior Secured Financing from time to time and (ii) the rate which is 2% in excess of the rate then borne by such borrowings.  Such interest shall be payable on demand.

Yield Protection; and Replacement of Lenders:

The Credit Facilities shall include customary protective provisions for such matters as defaulting banks, capital adequacy, increased costs, reserves, funding losses, breakage costs, illegality and withholding taxes.

The Borrower shall have the right to replace any Lender that (i) charges an amount with respect to contingencies described in the immediately preceding paragraph or (ii) refuses to consent to certain amendments or waivers of the Senior Secured Financing which expressly require the consent of such Lender and which have been approved by the Required Lenders (or, in certain circumstances applicable to a particular tranche, a majority of the applicable tranche of Lenders).

Commitment Fees:

Revolving Credit Facility.  A commitment fee, at a rate per annum rate equal to a certain percentage amounts to be mutually agreed based on meeting a leverage test to be

mutually agreed (the “Commitment Fee Percentage”), on the daily undrawn portion of the commitments of each Lender under the Revolving Credit Facility, will commence accruing on the Closing Date and will be payable quarterly in arrears.  The Commitment Fee Percentage shall be subject to quarterly change to be determined (but, in any event, not commencing until the delivery of the Borrower’s financial statements in respect of its first fiscal quarter ending at least one full fiscal quarter after the Closing Date) based on meeting the Borrower’s applicable leverage tests; provided, however, that the Commitment Fee Percentage shall in no event be greater than 0.50%.  Notwithstanding the foregoing, the Commitment Fee Percentage on the Closing Date shall be 0.50%.

B Term Loan Facility.  A commitment fee, at a rate per annum of 0.50%, on the daily undrawn portion of the commitment of each Lender under the B Term Loan Facility that relates to the Delayed Draw B Term Loan Tranche, will commence accruing on the Closing Date to the date on which the Delayed Draw B Term Loans have been made under the Delayed Draw B Term Loan Tranche or such commitment otherwise has terminated.  Such fee shall be computed on the basis of the actual number of days elapsed over a 360-day year, and shall be due and payable in cash on the date on which the Delayed Draw B Term Loans were made.

Letter of Credit Fees:

A letter of credit fee equal to the Applicable Margin for Revolving Loans maintained as Eurodollar Loans on the outstanding stated amount of Letters of Credit (the “Letter of Credit Fee”) to be shared proportionately by the Lenders under the Revolving Credit Facility in accordance with their participation in the respective Letter of Credit, and a facing fee of 1/4 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit) (the “Facing Fee”) to be paid to the issuer of each Letter of Credit for its own account, in each case calculated on the aggregate stated amount of all Letters of Credit for the stated duration thereof.  Letter of Credit Fees and Facing Fees shall be payable quarterly in arrears.  In addition, the issuer of a Letter of Credit will be paid its customary administrative charges in connection with Letters of Credit issued by it.

Agent/Lender Fees:

The Administrative Agent, the Arrangers and the Lenders shall receive such fees as have been separately agreed upon.

Assignments and Participations:

The Borrower may not assign its rights or obligations under the Senior Secured Financing.  Any Lender may assign, and may sell participations in, its rights and obligations under the Senior Secured Financing, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and (y) in the case of assignments, to such limitations as may be established by the Administrative Agent (including (i) unless to another Lender or its affiliate, a minimum assignment amount of $1 million (unless the Borrower and the Administrative Agent otherwise consent) (or, if less, the entire amount of such assignor’s commitments and outstanding Loans at such time), (ii) an assignment fee in the amount of $3,500 to be paid by the respective assignor or assignee to the Administrative Agent and (iii) the receipt of the consent of the Administrative Agent and, so long as no Event of Default then exists under the Credit Documentation, the Borrower (but only with respect to assignments under the Revolving Credit Facility) (such consents not to be unreasonably withheld or delayed)).  The Senior Secured Financing shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Senior Secured Financing and will relieve the assigning Lender of its obligations with respect to the assigned portion of its commitment.  The Credit Facilities need not be assigned on a pro-rata basis.  Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign or pledge as security all or part of its rights under the Credit Documentation to any Federal Reserve Bank.

Documentation; Governing Law:

The Lenders’ commitments for the Senior Secured Financing will be subject to the negotiation, execution and delivery of definitive financing agreements (and related security documentation, guaranties, etc.) consistent with the terms of this Term Sheet, in each case prepared by Cahill Gordon & Reindel LLP as counsel to the Administrative Agent, and reasonably satisfactory to the Arrangers (including, without limitation, as to the terms, conditions, representations, covenants and events of default

contained therein).  All documentation shall be governed by the internal laws of the State of New York (except security documentation that the Administrative Agent determines should be governed by local law).

Commitment Termination:

Any portion of the commitments under the B Term Loan Facility in the amount of the Delayed Draw B Term Loan Tranche that has not been used within 90 days following the Closing Date shall automatically terminate at the end of the 90th day following the Closing Date.  

Conditions Precedent:

Those conditions precedent set forth or reflected in the Commitment Letter, the Term Sheet and the Fee Letter.  Without limiting the foregoing, the following conditions shall apply:

A.            To the Initial Extension
of Credit.

Conditions precedent for the initial extension of credit to finance the Acquisition and the Target Refinancing (and if there is not a Two Phase Syndication but only a one phase syndication, the Borrower Refinancing as well) shall be those conditions precedent set forth in Annex I to this Exhibit A.  Conditions precedent for the initial extension of credit or issuance a Letter of Credit under the Credit Facilities for a first phase of a Two Phase Syndications shall be conditions precedent that are usual and customary for credit facilities similar to the Credit Facilities.

B.            To Each Extension of Credit.

Conditions precedent for each borrowing (excluding the initial borrowing to finance the Acquisition and the Target Refinancing (and if there is not a Two Phase Syndication but only a one phase syndication, the Borrower Refinancing as well)) or issuance, extension, increase or renewal of a Letter of Credit (excluding the issuance of a replacement Letter of Credit on the Closing Date) under the Credit Facilities shall be as follows:

(a)           all representations and warranties shall be true and correct in all material respects on and as of the date of each extension of credit (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects only as of the respective date or for the respective period, as the case may be), before and after

giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date;

(b)           no event of default under the Credit Facilities or event which with the giving of notice or lapse of time or both would be an event of default under the Credit Facilities, shall have occurred and be continuing, or would result from such borrowing or such issuance, extension, increase or renewal of such Letter of Credit; and

(c)           with respect to any Loans, notice of borrowing, and with respect to each Letter of Credit, a notice of issuance, extension, increase or renewal.

C.            Conditions to Delayed
Draw B Term Loans.

In addition to the conditions referred to above and in the Commitment Letter, any drawing of the amounts under the Delayed Draw B Term Loan Tranche will be subject to the following conditions: (A) the Target Notes COC Offers shall have been effected in compliance with and under the existing terms of the applicable indentures and other related agreements and in compliance with applicable laws, rules and regulations, and all required consents, if necessary, shall have been obtained, (B) the proceeds from the Delayed Draw B Term Loans shall only be used to consummate the applicable Target Notes COC Offers and pay related fees and expenses, and (C) the Administrative Agent shall have received a certificate duly executed by a senior officer of the Borrower certifying that the condition set forth in clause (A) above has been satisfied in all respects. 

Representations and Warranties:

Those representations and warranties applicable to the Borrower and the restricted subsidiaries which are usual and customary for these types of facilities, and such additional representations and warranties as the Arrangers shall reasonably deem appropriate in the context of the proposed Transaction.  Notwithstanding the foregoing or any other provisions of the Commitment Letter, Term Sheet or Fee Letter, representations and warranties (i) with respect to Target and its subsidiaries shall not be more onerous

than those in the Acquisition Agreement insofar as they impact conditions to borrowings for the Acquisition and the Refinancing (it being understood that this does not impact transactional representations and warranties (e.g., authorization, execution, delivery and enforceability of the Credit Documentation, etc.) pertaining to the Credit Facilities, the Loans, the Borrower and Guarantors or representations and warranties for borrowings made other than for the purpose of the Acquisition and the Target Refinancing (and if there is not a Two Phase Syndication but only a one phase syndication, the Borrower Refinancing as well)) or (ii) with respect to the Borrower and its subsidiaries shall not include a material adverse change or effect representation and warranty or definition (or require for the satisfaction or accuracy of representations and warranties, the absence of a material adverse change or effect) regarding its business, assets, results of operations, conditions (financial or otherwise), liabilities or prospects insofar as such language impacts conditions to borrowings for the Acquisition and the Refinancing.

Covenants:

Those covenants applicable to the Borrower and the restricted subsidiaries usual and customary for these types of facilities (with customary exceptions to be agreed upon).  Although the covenants (other than the financial covenants, which shall be limited to those set forth in clause (x) below) have not yet been specifically determined, the covenants shall in any event include, but not be limited to the following (all such covenants to be subject to customary baskets and exceptions to be mutually agreed): 

(i)            Limitations on other indebtedness (including contingent liabilities and seller notes); provided, that subordinated debt issued by the Borrower shall be permitted so long as the Borrower is in pro forma compliance with financial covenants, the subordination terms are customary for high yield debt issuances and the aggregate principal amount of all such subordinated debt does not exceed at any time outstanding a certain dollar amount (to be mutually agreed upon) in the aggregate.

(ii)           Limitations on investments, mergers, acquisitions, joint ventures, partnerships and acquisitions and dispositions of assets; provided that (a) acquisitions shall be permitted so long as the Borrower is in pro forma compliance with financial covenants (subject to baskets to be mutually agreed upon) and (b) investments shall be permitted without restrictions with respect to (1) joint ventures where

the Borrower is in control or has a management contract and (2) casinos and “racinos” where the Borrower has entered into management contract; provided, however, that, notwithstanding the foregoing, with respect to clause (b) above, if, on a pro forma basis after giving effect thereto, the total debt leverage ratio (to be defined as mutually agreed upon) of the Borrower and its restricted subsidiaries is equal to or less than 4.5 to 1.00, then the Borrower and its restricted subsidiaries shall be permitted to make prohibited investments under clause (b) above in an unlimited aggregate amount following the Closing Date; provided, further, however, that, if, on a pro forma basis after giving effect thereto, such total debt leverage ratio of the Borrower and its restricted subsidiaries exceeds 4.5 to 1.00, then the Borrower and its restricted subsidiaries shall be permitted to make prohibited investments under clause (b) following the Closing Date only if such investments to be made together with all prohibited investments so made following the Closing Date does not exceed $300 million in the aggregate.

(iii)          Limitations on sale-leaseback transactions.

(iv)          Limitations on dividends and restricted payments.

(v)           Limitations on voluntary prepayments of certain other indebtedness and amendments thereto, and amendments to organizational documents.

(vi)          Limitations on transactions with affiliates.

(vii)         Limitations on holding cash and Cash Equivalents at any time Revolving Loans are outstanding.

(viii)        Maintenance of existence and properties.

(ix)           Limitations on liens.

(x)            Financial covenants shall consist of the following:

(a)

Maximum Total Debt to EBITDA;

(b)

Maximum Senior Debt to EBITDA; and

(c)

Minimum Fixed Charge Coverage Ratio.

The following shall be excluded from financial covenant calculations: (i) guarantees of indebtedness of joint ventures in which the Borrower or its subsidiaries has a equity interest (subject to a minimum percentage equity interest therein to be mutually agreed upon) not to exceed a certain dollar amount (to be mutually agreed upon) in the aggregate; provided, however, that if and when any such guarantee is demanded, then such guarantee shall be included in the financial covenant calculations; (ii) any guarantees of Borrower or any of its subsidiaries entered into with respect to casinos and “racinos” managed by the Borrower or any of its subsidiaries not to exceed a certain dollar amount (to be mutually agreed upon) in the aggregate; provided, however, that if and when such guarantee is demanded, then such guarantee shall be included in the financial covenant calculations; and (iii) the Pocono Downs Put Obligation.

(xi)

Limitations on capital expenditures (with carry forwards to be mutually agreed upon).

(xii)

Adequate insurance coverage.

(xiii)

ERISA covenants.

(xiv)

Financial reporting, notice of environmental, ERISA-related matters and material litigation and visitation and inspection rights.

(xv)

Compliance with laws, including environmental and ERISA.

(xvi)

Payment of taxes and other liabilities.

(xvii)

Limitation on changes in nature of business.

(xviii)

Use of proceeds.

Events of Default:

Those events of default usual and customary for these types of facilities, including, without limitation, a change of control (with a definition to be mutually agreed upon) of the Borrower. Notwithstanding the foregoing, events of default shall not be constructed to conflict with specifically negotiated conditions (or the absence thereof) to borrowings for the Acquisition and the Refinancing set forth herein or in the Term Sheet. Except as expressly set forth in Annex I hereto, the foregoing shall not preclude an event of default from occurring on a customary basis; however, it shall in no event prevent satisfaction of conditions to borrowing for the Acquisition and the Target Refinancing

(and if there is not a Two Phase Syndication but only a one phase syndication, the Borrower Refinancing as well). In the event of any action, circumstance or event occurring prior to the Closing Date that adversely affects compliance with financial covenants or otherwise may result in an Event of Default following borrowings for the Acquisition and the Target Refinancing (and if there is not a Two Phase Syndication but only a one phase syndication, the Borrower Refinancing as well), the Arrangers and the Borrower will review and negotiate, in good faith, revised levels or other changes in order to prevent an Event of Default from occurring on or following the Closing Date.

Expenses:

The Borrower shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Arrangers associated with the syndication of the Credit Facilities and the preparation, execution, delivery, and administration of the Credit Documentation with respect to the Credit Facilities and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel and any Clearpar costs and expenses) and (b) all out-of-pocket expenses of the Administrative Agent and the Lenders (including the fees, disbursements and other charges of one counsel in addition to any local counsel as the Arrangers reasonably determine) in connection with the enforcement of the Credit Documentation.

Indemnification:

The Credit Documentation will contain customary indemnities for the Administrative Agent, the Arrangers, the Co-Syndication Agents, any documentation agent, the Lenders and their respective employees, agents and affiliates (other than as a result of such person’s gross negligence or willful misconduct or material breach).

Counsel to the Administrative Agent and the Arrangers:

Cahill Gordon & Reindel LLP

(1)

With respect to the Transaction (excluding the Senior Secured Financing): (a) the Acquisition shall be consummated in all respects in a manner consistent with the Acquisition Agreement, unless otherwise consented to by the Arrangers (such consent not to be unreasonably withheld or delayed). Any documentation executed and delivered in connection with the Acquisition Agreement not delivered to the Arrangers on or prior to the date hereof shall be reasonably satisfactory in form and substance to the Arrangers. All conditions precedent to the consummation of the Acquisition, as set forth in the Acquisition Agreement, shall have been satisfied in all material respects, and not otherwise waived in any material respect except with the consent of the Arrangers (not to be unreasonably withheld or delayed), to the satisfaction of the Arrangers; and (b) such Transaction and the consummation thereof shall be in compliance in all material respects with all applicable requirements of law, rules, statutes and regulations (including gaming regulations) and regulatory approvals.

(2)

With respect to the Senior Secured Financing: (a) the negotiation, execution and delivery of definitive Credit Documentation (and related Security Agreements and guaranties) consistent with the terms of the Commitment Letter, this Term Sheet and reasonably satisfactory to the Arrangers and the Administrative Agent; (b) such documentation shall be in full force and effect; (c) all conditions precedent to the consummation of such Senior Secured Financing as set forth in the documentation relating thereto (and consistent with the terms of the Commitment Letter and the Fee Letter), including the Commitment Letter, shall have been satisfied in all respects, and not otherwise waived in any respect except with the consent of the Arrangers, to the satisfaction of the Arrangers; and (d) the consummation thereof shall be in material compliance with all applicable laws, rules, statutes and regulations (including gaming regulations and Regulations T, U and X of the Federal Reserve Board) and regulatory approvals.

(3)

All obligations of the Borrower, Target and their respective subsidiaries with respect to the indebtedness being refinanced pursuant to the Refinancing (other than pursuant to the Target Notes COC Offers), and all obligations of the Borrower and Target under the Existing Borrower Facilities and the Existing Target Facilities, respectively, in each case shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall

have been terminated and released, all to the reasonable satisfaction of the Arrangers. All Existing Target Notes validly tendered pursuant to the Target Notes Tender/Consent shall have been purchased or a majority of the Existing Target Notes shall otherwise have been repaid and discharged and a supplemental indenture eliminating all significant restrictive covenants therein shall have been executed by the applicable trustees and Target. The Target Notes Tender/Consent shall have been effected in compliance with the applicable indentures and with all applicable laws, rules and regulations, and all required consents, if necessary shall have been obtained.

(4)

After giving effect to the consummation of the Transaction, the Borrower and its restricted subsidiaries shall have no outstanding preferred equity and indebtedness or contingent liabilities in respect of indebtedness, except for the following (collectively, the “Existing Indebtedness”):

(i)            the Senior Secured Financing;

(ii)           to the extent that Existing Target Notes remain outstanding following the Target Notes Tender/Consent on the Closing Date, the Existing Target Notes;

(iii)          intercompany indebtedness of the Borrower and its restricted subsidiaries in amounts reasonably acceptable to the Arrangers, provided such intercompany indebtedness is subordinated in full (including without limitation in right to payment) to the Senior Secured Financing to the reasonable satisfaction of the Arrangers to the extent not prohibited by applicable gaming laws;

(iv)          the Borrower’s 2010 Notes, the Borrower’s 2011 Notes, and the Borrower’s 11¹/₈% Senior Subordinated Notes due 2008 (and replacements or refinancings thereof having a longer maturity and terms otherwise reasonably satisfactory to the Arrangers); no new debt securities (other than as referred to otherwise in this clause (iv)) shall be issued without the Arrangers’ consent not to be unreasonably withheld or delayed);

(v)           capital leases and vendor and equipment financing indebtedness of the Borrower, Target and their respective restricted subsidiaries not to exceed approximately the amounts as of the date hereof plus that which is required in the ordinary course and consistent with past practices after the date hereof; and

(vi)          such other existing indebtedness and disclosed contingent liabilities in respect of indebtedness as shall be permitted by the Arrangers.

(5)

All necessary governmental, gaming regulatory and third party approvals and/or consents in connection with the Transaction, including without limitation, the transactions contemplated by the Credit Facilities (excluding landlord

consents under leases of the Casino Rouge and Boomtown Biloxi facilities so long as the applicable landlords so refuse to give such consents) shall have been obtained and shall remain in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, enjoins, prevents or imposes materially adverse conditions upon the consummation of the Transaction or the transactions contemplated by the Credit Facilities or otherwise referred to herein. Additionally, there shall not exist any judgment, order, injunction or other restraint, and there shall be no pending litigation or proceeding by any governmental entity, prohibiting, enjoining or imposing materially adverse conditions upon the Transaction or the transactions contemplated by the Credit Facilities, or on the consummation thereof. Notwithstanding the foregoing, it is understood that up to one asset sale in each of the State of Illinois and the State of Louisiana to the extent required by gaming, regulatory or antitrust authorities of such respective States in connection with the transactions contemplated hereby shall not be deemed to restrain, enjoin, prevent or otherwise impose materially adverse conditions upon the Transaction or any part thereof or the transactions contemplated by the Credit Facilities, or on the consummation thereof.

(6)

The Borrower has complied in all respects with its obligations under the Fee Letter.

(7)

After giving effect to the Transaction, the financings incurred in connection therewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower and its subsidiaries (including any such material agreements (i) acquired pursuant to the Acquisition, (ii) entered into pursuant to the Transaction and (iii) in respect of Existing Indebtedness), subject to such exceptions as may be agreed upon.

(8)

All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Administrative Agent, the Arrangers and the Lenders payable in respect of the Transaction shall have been paid to the extent due.

(9)

The Guaranties and Security Agreements required hereunder shall have been executed and delivered in form, scope and substance reasonably satisfactory to the Arrangers, and the collateral agent for the benefit of the Administrative Agent, the Lenders, the issuers of Letters of Credit, and the entities providing hedging arrangements contemplated by this Term Sheet shall have a first priority perfected security interest in the properties and assets of the Borrower and the Guarantors as and to the extent required above (including, without limitation, a first preferred ship’s mortgage on all vessels owned as of the Closing Date by the Borrower and the Guarantors (if documented with the U.S. Coast Guard)).

(10)

The Lenders and the Administrative Agent shall have received (a) legal opinions from counsel (including, without limitation, from New York counsel and from local and gaming counsel in all material jurisdictions) covering matters reasonably acceptable to the Arrangers (including, without limitation, a customary enforceability opinion and a no-conflicts opinion), and such documents and certificates as the Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of each of the Borrower and Guarantors, the authorization of the Transaction and any other legal matters relating to the Borrower and the Guarantors, the Credit Documentation or the Transaction, all in form and substance reasonably satisfactory to the Arrangers.

(11)

The Lenders shall have received a solvency certificate, in form and substance reasonably satisfactory to the Arrangers, from the chief financial officer of the Borrower, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, the Borrower and the Borrower and its subsidiaries taken as a whole, is or are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in its or their businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature (which may assume that there exists no default or event of default on the Closing Date).

(12)

The Arrangers and the Lenders shall have received (i) audited consolidated financial statements of the Borrower and of Target for the three fiscal years ended prior to the Closing Date, (ii) unaudited consolidated financial statements of the Borrower and of Target for each fiscal quarter ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date, (iii) pro forma consolidated financial statements of the Borrower and its subsidiaries (including Target and its subsidiaries) meeting the requirements of Regulation S-X for registration statements (as if such a registration statement for a debt issuance of the Borrower became effective on the Closing Date) on Form S-1, (iv) interim financial statements of the Borrower and of Target for each month ended after the date of the last available quarterly financial statements and at least 30 days prior to the Closing Date and (v) projected consolidated financial statements of the Borrower and its subsidiaries for five fiscal years ended after the Closing Date, which projections shall (A) reflect the forecasted consolidated financial condition of the Borrower and its subsidiaries after giving effect to the Transaction and the related financing thereof, and (B) be prepared and approved by the Borrower.

(13)

The Arrangers shall have received (if requested by them) Phase I reports from environmental consultants (which consultants shall be reasonably satisfactory to the Arrangers), and such Phase II reports (if requested by the Arrangers) as recommended or prudently suggested by the Phase I reports, in each case with

respect to the real properties of Target and its subsidiaries and such other reports, audits or certifications as is it may reasonably request.

(14)

The Lenders and the Arrangers shall have received (i) customary title insurance policies (including such endorsements as the Arrangers may reasonably require), reasonably current certified surveys, evidence of zoning and other legal compliance, certificates of occupancy, legal opinions and other customary documentation required by the Arrangers with respect to all real property subject to mortgages (with exceptions to be mutually agreed upon); (ii) customary appraisals from an appraiser(s) reasonably satisfactory to the Arrangers, of the properties and assets to be agreed upon of the Borrower and its subsidiaries after giving effect to the Transaction; and (iii) FIRREA appraisals to the extent required by applicable law or regulation.

(15)

The Arrangers shall have received a certificate, dated the date of the initial extension of credit and signed by a senior officer of the Borrower, confirming compliance with certain conditions precedent and other customary confirmatory documentation.

(16)

With respect to the funding of the Acquisition and the Target Refinancing,

(a)           there shall not have occurred a material and willful or knowing breach of any representations and warranties and such breach results from intentional acts or omissions within the Borrower’s control or knowledge;

(b)           there shall not have occurred a breach of customary representations and warranties concerning the accuracy of information supplied or made available to the Arrangers (to the knowledge of the Borrower with respect to information relating to Target) and the inaccuracy is material and adverse with respect to the Borrower and its subsidiaries, taken as a whole, after giving effect to the Transaction; and

(c)           no default or event of default arising from any of the following shall exist: (i) a willful and material breach (resulting from intentional acts or omissions within the Borrower’s control) by the Borrower of any negative or affirmative covenant (excluding financial covenants) contained in the Credit Documentation; (ii) a failure by the Borrower to make payments under the Credit Documentation; (iii) payment defaults on other material indebtedness of the Borrower or any of its subsidiaries; (iv) a change of control of the Borrower (with a definition to be mutually agreed upon) shall have occurred; or (v) customary bankruptcy or insolvency events in respect of the Borrower shall have occurred.