SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM 10-K/A

AMENDMENT NO. 2

 

(Mark One)

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

 

For the fiscal year ended December 31, 2003

 

OR

 

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

 

For the transition period from                to                

 

Commission File Number 0-24206

 

Penn National Gaming, Inc.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

23-2234473

(State or other jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

Wyomissing Professional Center
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania

 

19610

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:  (610) 373-2400

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each
exchange on which registered

None

 

None

 

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)

 

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý.     No o.

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  ý. No o.

 

As of June 30, 2003, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $811.6 million.  Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the Nasdaq National Market on June 30, 2003.  For purposes of making this calculation only, the registrant has defined affiliates as including all directors, executive officers and beneficial owners of more than ten percent of the Common Stock of the Company.

 

The number of shares of the registrant’s Common Stock outstanding as of March 2, 2004 was 39,896,450.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement for its 2004 annual meeting of shareholders are incorporated by reference into Part III.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 is being filed solely to correct the date on Exhibit 23.1, Consent of BDO Seidman, LLP, to the Form 10-K/A, filed on July 23, 2004.  The date of that Consent appeared as March 12, 2004, rather than July 23, 2004, which was the actual date of execution of the Consent.

 

PART IV

 

ITEM 15.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 

(a)  1 and 2.                                   Financial Statements and Financial Statement Schedules.  The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data filed as part of Item 8 hereof:

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Balance Sheets as of December 31, 2002 and 2003

 

Consolidated Statements of Income for the years ended December 31, 2001, 2002 and 2003

 

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2001, 2002 and 2003

 

Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003

 

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.

 

3.             Exhibits, Including Those Incorporated by Reference.

 

The exhibits to this Report are listed on the accompanying index to exhibits and are incorporated herein by reference or are filed as part of this annual report on Form 10-K.

 

(b)           Reports on Form 8-K.

 

Report

 

Item(s) No.

 

Date of Report

 

Date Filed or Furnished

Form 8-K

 

9

 

September 30, 2003

 

Furnished October 3, 2003

Form 8-K

 

7 and 12

 

October 23, 2003

 

Furnished October 29, 2003

Form 8-K

 

5 and 7

 

November 24, 2003

 

Filed November 25, 2003

 

73

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

PENN NATIONAL GAMING, INC.

 

 

 

 

Dated:

July 26, 2004

 

By:

/s/ Peter M. Carlino

 

 

 

Peter M. Carlino

 

 

 

Chairman of the Board and Chief Executive
Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Peter M. Carlino

 

Chairman of the Board, Chief Executive

 

July 26

, 2004

Peter M. Carlino

 

Officer and Director (Principal

 

 

 

 

Executive Officer)

 

 

 

 

 

 

 

/s/ Kevin DeSanctis

 

President and Chief Operating Officer

 

July 26

, 2004

Kevin DeSanctis

 

 

 

 

 

 

 

 

 

/s/ William J. Clifford

 

Senior Vice President Finance and Chief

 

July 26

, 2004

William J. Clifford

 

Financial Officer (Principal Financial

 

 

 

 

Officer)

 

 

 

 

 

 

 

/s/ Robert S. Ippolito

 

Vice President, Secretary and Treasurer

 

July 26

, 2004

Robert S. Ippolito

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

 

Director

 

July 26

, 2004

Harold Cramer

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

July 26

, 2004

David A. Handler

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

July 26

, 2004

John M. Jacquemin

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

July 26

, 2004

Robert P. Levy

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

Barbara Z. Shattuck

 

 

 

 

 

 

*  By:

/s/ Robert S. Ippolito

 

 

Robert S. Ippolito

 

Attorney-in-fact

 

74

 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of August 7, 2002, by and among Hollywood Casino Corporation, Penn National Gaming, Inc. and P Acquisition Corp.  (Incorporated by reference to the Company’s current report on Form 8-K, dated August 7, 2002).

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996.  (Incorporated by reference to the Company’s registration statement on Form S-3, File #333-63780, dated June 25, 2001).

 

 

 

3.2

 

Articles of Amendment to the Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on November 13, 1996.  (Incorporated by reference to the Company’s registration statement on Form S-3, File #333-63780, dated June 25, 2001).

 

 

 

3.3

 

Statement with respect to shares of Series A Preferred Stock of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on March 16, 1999.  (Incorporated by reference to the Company’s registration statement on Form S-3, File #333-63780, dated June 25, 2001).

 

 

 

3.4

 

Articles of Amendment to the Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on July 23, 2001.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001).

 

 

 

3.5

 

Amended and Restated Bylaws of Penn National Gaming, Inc.  (Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2003).

 

 

 

4.1

 

Specimen copy of Common Stock Certificate (Incorporated by reference to Exhibit 3.6 of Penn National Gaming Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2003).

 

 

 

4.2

 

Rights Agreement dated as of March 2, 1999, between Penn National Gaming, Inc. and Continental Stock Transfer and Trust Company.  (Incorporated by reference to the Company’s current report on Form 8-K, dated March 17, 1999).

 

 

 

4.3

 

Indenture dated as of March 12, 2001 by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the Series A and Series B 111/8 % Senior Subordinated Notes due 2008.  (Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2001).

 

 

 

4.4

 

Form of Penn National Gaming, Inc. Series A 111/8 % Senior Subordinated Note due 2008.  (Included as Exhibit A to Exhibit 4.3).

 

 

 

4.5

 

Form of Penn National Gaming, Inc. Series B 111/8% Senior Subordinated Note due 2008.  (Included as Exhibit A to Exhibit 4.3).

 

 

 

4.6

 

Form of Supplemental Indenture to be Delivered by Subsequent Guarantors by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the 111/8% Senior Subordinated Notes due 2008.  (Included as Exhibit F to Exhibit 4.3).

 

 

 

4.7

 

Supplemental Indenture dated as of December 20, 2002 by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the 111/8% Senior Subordinated Notes due 2008.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002).

 

75

 

Exhibit

 

Description of Exhibit

 

 

 

4.8

 

Indenture dated as of February 28, 2002 by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the 87/8 % Senior Subordinated Notes due 2010.  (Incorporated by reference to the Company’s registration statement on Form S-3, File #333-63780, dated June 25, 2001).

 

 

 

4.9

 

Form of Penn National Gaming, Inc. 87/8% Senior Subordinated Note due 2010.  (Included as Exhibit A to Exhibit 4.8).

 

 

 

4.10

 

Form of Supplemental Indenture to be Delivered by Subsequent Guarantors by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the 87/8% Senior Subordinated Notes due 2010.  (Included as Exhibit F to Exhibit 4.8).

 

 

 

4.11

 

Supplemental Indenture dated as of December 20, 2002 by and among Penn National Gaming, Inc., certain guarantors and State Street Bank and Trust Company relating to the 87/8% Senior Subordinated Notes due 2010.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001).

 

 

 

4.12*

 

Indenture dated as of December 4, 2003 by and among Penn National Gaming, Inc., certain guarantors and U.S. Bank National Association relating to the 67/8% Senior Subordinated Notes due 2011.

 

 

 

4.13*

 

Form of Penn National Gaming, Inc. 67/8% Senior Subordinated Note due 2011.  (Included as Exhibit A to Exhibit 4.12).

 

 

 

4.14*

 

Form of Supplemental Indenture to be Delivered by Subsequent Guarantors by and among Penn National Gaming, Inc., certain guarantors and U.S. Bank National Association relating to the 67/8% Senior Subordinated Notes due 2011.  (Included as Exhibit F to Exhibit 4.12).

 

 

 

4.15

 

Indenture among Hollywood Casino Shreveport and Shreveport Capital Corporation (“SCC”) as Co-Issuers, and HWCC-Louisiana, Inc. (“HCL”), HCS I, Inc. and HCS II, Inc., as Guarantors, and State Street Bank and Trust Company, as Trustee, dated as of August 10, 1999.  (Incorporated by reference to exhibit 4.1 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.16

 

Collateral Assignment of Contracts and Documents dated August 10, 1999 between Hollywood Casino Shreveport and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.3 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.17

 

Security Agreement dated August 10, 1999 between Hollywood Casino Shreveport and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.4 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.18

 

Partnership Interest Pledge Agreement dated August 10, 1999 made by HCS I, Inc. in favor of State Street Bank and Trust Company, as Trustee and Secured Party.  (Incorporated by reference to exhibit 4.5 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.19

 

Cash Collateral and Disbursement Agreement dated August 10, 1999 between Hollywood Casino Shreveport, SCC, First American Title Insurance Company, as Disbursement Agent and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.6 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

76

 

Exhibit

 

Description of Exhibit

 

 

 

4.20

 

First Amendment to Cash Collateral and Disbursement Agreement dated January 1, 2000 between Hollywood Casino Shreveport, SCC, First American Title Insurance Company and State Street Bank and Trust Company.  (Incorporated by reference to exhibit 4.24 of Hollywood Casino Shreveport’s annual report on Form 10-K for the fiscal year ended December 31, 1999, File #333-88679).

 

 

 

4.21

 

Stock Pledge Agreement dated August 10, 1999 made by HCL in favor of State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.7 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.22

 

Security Agreement dated August 10, 1999 made by SCC, HCL, HCS I, Inc. and HCS II, Inc. to State Street Bank and Trust Company, as Trustee and Secured Party.  (Incorporated by reference to exhibit 4.8 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.23

 

Security Agreement - Vessel Construction dated August 10, 1999 between Hollywood Casino Shreveport and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.9 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.24

 

Mortgage, Leasehold Mortgage and Assignment of Leases and Rents made by Hollywood Casino Shreveport in favor of State Street Bank and Trust Company, as Mortgagee, dated August 10, 1999.  (Incorporated by reference to exhibit 4.10 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.25

 

Partnership Interest Pledge Agreement dated August 10, 1999 made by HCS II, Inc. in favor of State Street Bank and Trust Company, as Trustee and Secured Party.  (Incorporated by reference to exhibit 4.11 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.26

 

First Amendment to Security Agreement dated August 10, 1999 between HWCC-Shreveport, Inc. and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.12 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

4.27

 

Indenture among Hollywood Casino Shreveport and SCC as Issuers and State Street Bank and Trust Company, as Trustee, dated as of June 15, 2001.  (Incorporated by reference to exhibit 4.1 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

4.28

 

Collateral Assignment of Contracts and Documents dated June 15, 2001 between Hollywood Casino Shreveport and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.3 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

4.29

 

Security Agreement dated June 15, 2001 between Hollywood Casino Shreveport and State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.4 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

4.30

 

Security Agreement dated June 15, 2001 made by SCC to State Street Bank and Trust Company, as Trustee.  (Incorporated by reference to exhibit 4.5 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2001, File #333-88679).

 

77

 

Exhibit

 

Description of Exhibit

 

 

 

4.31

 

Preferred Ship Mortgage made by Hollywood Casino Shreveport in favor of State Street Bank and Trust Company, as Trustee, on Hollywood Dreams Official No. 1099497 dated as of June 15, 2001. (Incorporated by reference to exhibit 4.6 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

4.32

 

Mortgage, Leasehold Mortgage and Assignments of Leases and Rents made by Hollywood Casino Shreveport in favor of State Street Bank and Trust Company, as Trustee, dated as of June 15, 2001.  (Incorporated by reference to exhibit 4.7 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

9.1

 

Form of Trust Agreement of Peter D. Carlino, Peter M. Carlino, Richard J. Carlino, David E. Carlino, Susan F. Harrington, Anne de Lourdes Irwin, Robert M. Carlino, Stephen P. Carlino and Rosina E. Carlino Gilbert.  (Incorporated by reference to the Company’s registration statement on Form S-1, File #33-77758, dated May 26, 1994).

 

 

 

10.1#

 

1994 Stock Option Plan.  (Incorporated by reference to the Company’s registration statement on Form S-1, File #33-77758, dated May 26, 1994).

 

 

 

10.2#

 

Penn National Gaming, Inc. 2003 Long Term Incentive Compensation Plan.  (Incorporated by reference to Appendix A of Penn National Gaming, Inc.’s Proxy Statement dated April 22, 2003 filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended).

 

 

 

10.3#

 

Employment Agreement dated April 12, 1994 between Penn National Gaming, Inc. and Peter M. Carlino.  (Incorporated by reference to the Company’s registration statement on Form S-1, File #33-77758, dated May 26, 1994).

 

 

 

10.4#

 

Amendment to Employment Agreement dated June 1, 1999, between Penn National Gaming, Inc. and Peter M. Carlino.  (Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 1999).

 

 

 

10.5#

 

Employment Agreement dated April 12, 1994 between Penn National Gaming, Inc. and Robert S. Ippolito.  (Incorporated by reference to the Company’s registration statement on Form S-1, File #33-77758, dated May 26, 1994).

 

 

 

10.6#

 

Amendment to Employment Agreement dated June 1, 1999, between Penn National Gaming, Inc. and Robert S. Ippolito.  (Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 1999).

 

 

 

10.7#

 

Employment Agreement dated February 2001 between Penn National Gaming, Inc. and Kevin DeSanctis.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001).

 

 

 

10.8#

 

Employment Agreement dated July 30, 2001 between Penn National Gaming, Inc. and William Clifford.  (Incorporated by referenced to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001).

 

 

 

10.9#

 

Employment Agreement dated September 3, 2002 between Penn National Gaming, Inc. and Jordan B. Savitch.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002).

 

 

 

10.10#

 

Employment Agreement dated June 10, 2003 between Penn National Gaming, Inc. and Leonard DeAngelo.  (Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2003).

 

78

 

Exhibit

 

Description of Exhibit

 

 

 

10.11

 

Consulting Agreement dated August 29, 1994, between Penn National Gaming, Inc. and Peter D. Carlino.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1994, File # 000-24206).

 

 

 

10.12

 

Lease dated March 31, 1995 between Wyomissing Professional Center III, LP and Penn National Gaming, Inc. for the Wyomissing Corporate Office.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1995, File # 000-24206).

 

 

 

10.13

 

Agreement dated September 1, 1995 between Mountainview Thoroughbred Racing Association and Pennsylvania National Turf Club, Inc. and Sports Arena Employees’ Union Local 137 (non-primary location).  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1995, File # 000-24206).

 

 

 

10.14

 

Agreement dated January 1, 2001 by and between PNGI Charles Town Gaming Limited Liability Company, or its successors, and the West Virginia Union of Mutuel Clerks, Local 553, Service Employees International Union, AFL-CIO.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2000).

 

 

 

10.15

 

Agreement dated October 2, 1996 between Pennsylvania National Turf Club, Inc., Mountainview Racing Association and Sports Arena Employees’ Union Local No. 137 (Primary Location).  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1997).

 

 

 

10.16

 

Live Racing Agreement dated March 23, 1999 among Pennsylvania National Turf Club, Inc., Mountainview Thoroughbred Racing Association and Pennsylvania Horsemen’s Benevolent and Protection Association, Inc.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1998).

 

 

 

10.16(a)*

 

Amendment dated December 30, 2003 to Live Racing Agreement among Pennsylvania National Turf Club, Inc., Mountainview Thoroughbred Racing Association and Pennsylvania Horsemen’s Benevolent and Protection Association, Inc.

 

 

 

10.17

 

Harness Horsemen agreement effective January 16, 2003, between The Downs Racing, Inc., and the Pennsylvania Harness Horsemen’s Association, Inc.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002).

 

 

 

10.17(a)*

 

Amendment dated February 15, 2004 to Harness Horsemen agreement between The Downs Racing, Inc., and the Pennsylvania Harness Horsemen’s Association, Inc.

 

 

 

10.18

 

Agreement dated May 7, 1997, between PNGI Charles Town Gaming, LLC and Charles Town H.B.P.A., Inc.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002).

 

 

 

10.18(a)

 

Thoroughbred Horsemen letter dated February 24, 2000, between PNGI Charles Town Gaming, LLC and the Charles Town Thoroughbred Horsemen.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 1999).

 

 

 

10.18(b)

 

Amendment dated December 20, 2002 to Agreement between PNGI Charles Town Gaming, LLC and Charles Town H.B.P.A., Inc.  (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002).

 

 

 

10.18(c)*

 

Amendment dated February 27, 2004 to Agreement between PNGI Charles Town Gaming, LLC and Charlestown H.B.P.A., Inc.

 

79

 

Exhibit

 

Description of Exhibit

 

 

 

10.19*

 

Credit Agreement, dated March 3, 2003, as amended and restated as of December 5, 2003, among Penn National Gaming, Inc., Bear Stearns & Co., Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns Corporate Lending Inc., Socìete Generale, Credit Lyonnais New York Branch and the lenders party thereto.

 

 

 

10.20

 

Ground Lease dated as of October 11, 1993 between R.M. Leatherman and Hugh M. Mageveney, III, as Landlord, and SRCT, as Tenant.  (Incorporated by reference to exhibit 10.4 of HWCC-Tunica, Inc.’s registration statement on Form S-1, File #33-82182, dated August 1, 1994).

 

 

 

10.21

 

Letter Agreement dated as of October 11, 1993 between R.M. Leatherman and Hugh M. Mageveney, III, as Landlord, and SRCT, as Tenant (relating to Ground Lease).  (Incorporated by reference to exhibit 10.5 of HWCC-Tunica, Inc.’s registration statement on Form S-1, File #33-82182, dated August 1, 1994).

 

 

 

10.22

 

Assignment of Lease and Assumption Agreement dated as of May 31, 1994 between SRCT and STP (relating to Ground Lease).  (Incorporated by reference to exhibit 10.7 of HWCC-Tunica, Inc.’s registration statement on Form S-1, File #33-82182, dated August 1, 1994).

 

 

 

10.23

 

Manager Subordination Agreement, dated as of August 10, 1999, by and among State Street Bank and Trust Company, as Trustee, HWCC-Shreveport, Inc. and Hollywood Casino Shreveport.  (Incorporated by reference to exhibit 10.3 of Amendment No. 1 to Hollywood Casino Corporation’s registration statement on Form S-4, File #333-83081, filed August 13, 1999).

 

 

 

10.24

 

Ground Lease, dated May 19, 1999, by and between the City of Shreveport, Louisiana and QNOV.  (Incorporated by reference to exhibit 10.13 of the registration statement of Hollywood Casino Shreveport and SCC on Form S-4, File #333-88679, dated October 8, 1999).

 

 

 

10.25

 

Manager Subordination Agreement, dated as of June 15, 2001, by and among State Street Bank and Trust Company, as Trustee, HWCC-Shreveport, Inc. and Hollywood Casino Shreveport.  (Incorporated by reference to exhibit 10.1 of Hollywood Casino Shreveport’s quarterly report on Form 10-Q for the quarter ended June 30, 2001, File #333-88679).

 

 

 

10.26#*

 

Penn National Gaming, Inc. Nonqualified Stock Option granted to Peter M. Carlino, dated February 6, 2003.

 

 

 

10.27

 

Ground Lease, dated October 19, 1993, between Raphael Skrmetta as Landlord and Mississippi-I Gaming, L.P. as Tenant.  (Incorporated by reference to Exhibit 10.33 of Pinnacle Entertainment, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 1997, File #000-10619).

 

 

 

10.27(a)

 

First Amendment to Ground Lease dated October 19, 1993, between Raphael Skrmetta and Mississippi-I Gaming, L.P. (Incorporated by reference to Exhibit 10.34 of Pinnacle Entertainment, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 1997, File #000-10619).

 

 

 

10.27(b)

 

Second Amendment to Ground Lease dated October 19, 1993, between Raphael Skrmetta and Mississippi-I Gaming, L.P. (Incorporated by reference to Exhibit 10.35 of Pinnacle Entertainment, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 1997, File #000-10619).

 

 

 

14.1*

 

Penn National Gaming, Inc. Code of Business Conduct.

 

 

 

21.1*

 

Subsidiaries of the Registrant.

 

80

 

Exhibit

 

Description of Exhibit

 

 

 

23.1**

 

Consent of BDO Seidman, LLP.

 

 

 

24.1*

 

Power of attorney.

 

 

 

31.1**

 

CEO Certification pursuant to rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.

 

 

 

31.2**

 

CFO Certification pursuant to rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.

 

 

 

32.1*

 

CEO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

CFO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

 

 

99.1*

 

Description of Governmental Regulation.

 

#  Compensation plans and arrangements for executives and others.

*  Previously filed.

**  Filed herewith.

 

81