JAH:i3.LJi3. ll L^
Penn National Gaming, Inc. J
Hollywood Casino Philadelphia Application for Category 2 Slot Machine License
REDACTED
12
INSTRUCTIONS
PENNSYLVANIA GAMING IS GOVERNED BY THE LAWS SET FORTH IN 4 PA.C.S. PART II, ENACTED BY THE ACT OF JULYS, 2004 (P.L. 572^ NO; 71), THE PENNSYLVANIA RACE HORSE DEVELOPIWENT'AND GAMING ACT (ACT), AS AMENDED, AND 58 PA. CODE PART Vll, PENNSYTVANIA GAWIING CONTROL BOARD (REGULATIONS).
THESE INSTRUCTIONS ARE APPLICABLE TO ANY "PERSON" SEEKING TO BE LICENSED AS A CONDITIONAL CATEGORY 1. CATEGORY 1, CATEGORY 2; CATEGORY S.SLOT h!/lACHiNE OP'ERATOR (COLLECTIVELY REFERRED TO HEREAFTER AS SLOT OPERATOR) OR MANAGEMENT COMPA^JY. PLEASE BE ADVISED THAT NO PERSON, ITS AFFILIATE, INTERMEDIARY, SUBSIDIARY OR:HOLDING,COMPAi*JY-fHAf HAS'APF^LIED FOR OR IS A HOLDER OF A S'LOT MACHINE LICENSE, SHALL BE ELIGTBLE TO APPLY FOR OR HOLD A SUPPUER.OR MANUFACTURER LICENSE.
AS USED IN "THESE LI^STRUCTIONS. THE PHRASE "AFFILIATED ENTMES" SHALL MEAN A SLOT OPERATOR'S OR MANAGEMENT COMPANY'S AFFiliAfES, INTERMEDIARIES, "SUBSIDIARIES AND HOLDING COMPANIES. SLOT MACHINE OPERATORS ARE SUBJECT TO THE REQUiREiwENTS OF §§1302 AND 1303 (EXCLUSIVELY FOR 'CATEGORY't)rT304"(EXCiiDSlVEl?rFOR"^^ CATEGORIES) "oF^fiHE ACT. CONDITIOIQAL CATEGORY 1 SLOT IVIACHINE LICENSES ARE SUBJECT TO THE REQUIREMENTS OF §1315 OF THE ACT.
THE ORIGINAL FORiw, ONE PAPERCOPY, AND ONEXI) COMPACT DISC (CD) CONTAINING ALL FORMS MUST BE SENT to THE PENNSYLVANIA CBAiviiNG.CoNTRbL BOARD, BUREAU.OF LICENSING, 303 WALNUT STFIEET, FIFTH FLOOR, VERIZON TOWER, HARRISBURG, PENNSYLVANIA ,17101 WITH THE APPROPRIATE FEE. PLEASE REFER TO^THE LICENSING SECTION OF THEBOARD'S WEBSITE FOR CD FORMATTINiS REQUIREMENTS:,
1. SLOT OPERATOR AND IVIANAGEMEI^ CO'MPANY
THE FORMS THAT MAKE UIP AN APPLICATION PACKAGE' FOR A SLOT OPERATOR OR MAI^GEMENT COMPANY LICENSE ARE AS FOLLOWS:
A. SLOT OP'ERATOR.AND IUIANAGEMENT COMPANY.APPLICATION A'ND DISCLOSURE INFORMATION FORIW (TcS'BEtibMPLETED BYAPPLICANTAND EACiH OF APPLICA^h"'S
B. REQUEST FOR USE OFrALfERNATiyE.Coi^oitioNALVCATEGbRY 1 LICENSING STANDARDS'FORM - ADDENDUM 1 (FOFI CATEGORY 1 APPLicANTS SEEKING USE OF ALTERNATIVE LICENSING STANDARDS)
(COMPLETE THIS FORM IF YOIJ ARE A CoNDitioNAL/CAtEGORV 1 APPLICANT AND ARE REQUESTINGTHAT THE BOARD UTILIZE THE LICENSE APPi-ICATION PACKAGE t^lLED IN AND LICENSE ISSUED; BY ANOTHER JURISDICTION PURSUANT TO §1314 "OF THE ACT. IF THE BOARD DEtERMINES THAT THE LICENSING STAiTDARbs OF THE OTHER JURISblCtibN ARE COMPREHENSIVE,AND THOROUGH AND, J^ROVJOE STMIIAR'ADEQUATE SAFEGUARDS TO-THOSE IN THE.ACT, ONLY-UPDATED INFORMATION FROM YHE'DATE OF FILING THE APPLICATION IN THE OTHER JURIsbictlON MAY BE,NECESSAi=iY. THE CONDITIONAL/CATEGORY 1 APPLICANT MAY'IBE ASKED to SUBMIT PROOF THAT^'THEXlCENSiNG STAJMDARDS OFTHE^OTHER. JURISDICTION ARE COMPREl^ENSiVE AJslb THOROUGH ANDPROVIDE SiMlLAR ADEQUATE SAFEGUARDS).
C. WlULTi-JuRiSDicTiONAL PERSONAL HISTORY DiscLOSURE FORM (WIULTI^URISDICTIONAL PHD).
(To BE COMPLETED BY EACH NATURAL PERSON WHO IS A PRINCIPAL OR KEY EMPLOYEE AS DEFINED fN 58,PA. CODE §40lA.3) ANDlDENTrFlED.Itg SCHEDULES 1, 5, 10, 10A, 11, "13, 15 AND 18).
D. PRINCiPAL/KEY EWIPLOYEE FbRM - PENNSYLVANIA SUPPLEMENT TO THE WIULTI- JuRJSDYcfibNAL PERSONAL HISTORY DISCL6SUR"E FORM (PA SUPPLEMENT)
(To, BE COMPLEtED. BY EACH 'NATURAL i^ERSON WHO IS A PRINCIPAL OR KEY EMPLOYEE IDENTIFIED IN SCHEDULES 1,,5.10.10A, 11,,13,15 AND 18):
PGCB-CA-0912 1 Initials ' E. PRINCIPAL ENTITY FORM (To BE COMPLETED BY EACH ENTITY THAT ISA PRINCIPAL IDENTIFIED IN SCHEDULES 10,- IOA, 11, 13, 15AND18).
2. APPLICATION AND LICENSING FEES'
A; APPLICATION FEES'ANDlNVESTiGATipN DEPOSITS
APPLICATJON FEES MUST BE SUBMIprED WITH THE AF^PLICATION.PACKAGE. THESE FEES ARE NON-REFUNDABLE DEPOSITS THAT W'.l^L BE USEDJBY THE BOARD TO. PROCESS AND INVESTIGATE THE SiToT OPERATOR OR MANAGEMENT COMPANY APPLICANT AND THE APPLICANT'S AFFILIATED ENTITIES AND PERSONS FIUNG FORMS AS PART OF. THE"APPUCATION PACKAGE. APPLICATION FEES MUST BE SUBMITTED FOR EACH APPLICANT, AfFlUATED ENTITY AND PERSON, UNLESS OTHERWISE NOTED.
THERE fyiAY BEApDmONAL^CpSTSA_ND,EXPENSES;INCURREpB^^ AND .INVESTIGATION OF THE; SLOT pPERATOR^OR MANAGEMENTCOMPANYA APPLICANT'S /^FILIATED ENTITIES AND PERSONS. THE-SLOT OPERATOR OR MANAGEMENT COMPANY APPLICANT MUST REIMBURSE THE BOARD FOR ALL ADDITIONAL COSTS AND EXPENSES REUVJEp TOTHE PROCESSING^^^
'SLOT OPERATOR OR MANAGEMENT COMPANY APPLICANT •-.•"•.••: -$.5.P0p;p0 APPLICANT'S AFFiLiATEp:ENTiTiES .-r.,.,...... -.• •,;::.•.-,...-.-.- •/••••-•••••"•••:• $2,50q'.00
PRINQIPAL/KEY EMPLOYEES:... ..;..-..-..-...... ,..'$2i5dp:00
PRINCIPAL ENTITY-. ,...,...., $2,50'0;b0
B. LICENSING FEES
LICENSING FEES MUST BE PAIDPRIOR TO ISSUANCE OFTHE LICENSE.
CATEGORY ISLOT MACHINE LICENSE $50,000,000.00
CATEGORY 2'SLOT MACHINE LICENSE $50,000,000.00 CATEGORY3SLoYMACHINE LICENSE..; $5,000,000.00
CATEGORY 1 OR 2"MANAGEMENT COMPANY LICENSE $1,500,000/3 YEAR LICENSE'
CATEGORY 3 MANAGEMENT COMPANY LICENSE... ..$150,000/3 YEAR LICENSE
3, APPLICATION FORM INSTRUCTIONS GENERALLY
AS USED IN THE:SL0T OPERATOR OR MANAGEMENT COMPANY, FORM.THE WORDS "APPUCANT^'-ANp ",Ypy^ SHALL MEAN THE .SLOT OPERATOR OR MANAGEMENT COMPANY APPLICANT: WHEN APPLJCANT'S AFFILIATED ENTITIES ARE COMPLETING THE FORM,, ''APPLICAN'P AND "^'YOU" SHALL REFER TO THE AFFILIATED ENTITY COMPLETING THE FORM..
ALL ENTRIES pN-THEFORM MUST BE TYPED OR PRINTED IN BLOCK LETTERING, INITIALS AND SIGNATURES MUST BE HANDWRITTEN BY THE-PERSON PRpVIDING THE [NFORMATION. JF THE ANSWERS ARE NOT LEGIBLE; THE APPLICATION MAY NOT BE ACCEPTEb. ?7^^ PGCB-CA-0912 o Initials - - - READ EACH QUESTION CAREFULLY PRIORTO ANSWERING. ANSWER EVERY QUESTION COMPLETELY. DO NOT LEAVE' BLANK SPACES.I IF A QUESTION DOES NOT APPLY TO THE APPLICANT, WRITE- "DOES NOT APPLY" IN RESPONSE TP THAT QUESTION. IF,A SCHEDULE OR ADDENDUM DOES NOT APPLY TO THE APPLICANT. WRiTE-DpEs^NpT APPLY" ON THE SCHEDULE OR ADDENDUM.
APPENPICES.ARERTO BE PROVIDED BY THE APPLICANT: THE REQUIRED APPENDICES ARE LISTED ON THE APPLICATION CHECKLIST: APPENDICES MUST BE PRESENTED; IN A TABBED MANNER. EACH TAB MUST INDICATETHE APPENDIX NUMBER. IMMEDIATELY FOLLOWING THE TAB, APPLICANT MUST IHJSERT A PAGE vyrrHTHE APPENDIX NUMBER AND ALL INFORMATION APPLICABLE TO THE APPENDIX. IF AN APPENDIX. DOES NOT APPLY TO THE APPLICANT..WRITE "DOES NOT APPLY" ON THE APPENDIX PAGE.
ALL PAGES OF THE FORM MUST BE INITIALED BYTHE APPLICANT, OR IF THE APPLICANT IS NOT A NATURAL PERSON, THE PERSON AUTHORIZED TO COMPLETE THE FORM ON BEHALF OF THE APPLICANT- MUST INITIAL, EACH PAGE: IF ADDmONAL PAGESARE REQUIRED IN ORDER TO ANSWER ANY QUEST!bN,.ADDITIONAL PAGES MAY BEiUTlLIZED AND MUST BE:ATTAciHEb TO THE FORM. BE SURE TO INDICATETHE NUMBER"(S) -OF--^THE-QU'ESTION(S)-BEiNG-AfjSWERED,-At^D-rNtTiAL-EACHrA^^ REQUIRE DISCLOSURE OF mFORMAtlON l=bR MORE THAN ONE NATURAL PERSON OR ENTITY OR TYPE OF INFORMATION. IF TIHERE'ARE MULTipLEibiSCLbSURES, MAK^ SCHEDULE AND COJWPLET'E TT FOf^ EACIH NATURAL PERSON OR ENTITY OR TYPE OF INFORMATION:
ALL REQUIRED bOCUMENTATION, SUCH AS BUSINESS FORMATION PAPERS, TAX RETURNS AND APF?ENDICES; ASWELL AS. THE ^APPLiCATION FORMS THAT COMPRISE AN APPLICATION.'PACKAGE FOR'A> SLOT OPE'RATOR-OR MANAGEMENT COMi=»Ai^Y LICENSE, AS LISTED ABOVE, MUST BE SUBMITTED AT"THE, TliviE OF FILING THIS FORM. FURTHER, PURSUANT TO. 58 PA. CODE §§421A;1(G) AND 423A.1(E), THE APPLICANt IS UNDER ACONTlNUiNG DUTY.TO PROMPTLY NOTIFY THE BOARD IF THERE IS A CHANGE irJ THE; INFORMATION PROVIDED TOTHE BbARO.
ADDITIONAL FINANCIALlNFORMATIOi^WILL BE REQUESTED AS.NEEDED.
SHOULD,.YOU BE:"UNABLE.Tb Ui^DERSTANDfTIHlS^FbRM'FULLY iN ENGLISH, IT tS'VOUR RESPONSIBILITY TO. ACQUIRE AbEQUATE MEANS OF TRANSLATION. IF YOU SUBMIT A DOCUMENT TO THE BOARDTHAT IS JN A LANGUAGE OTHER TJHAN ENGLISH, YOU MUST ALSO SUBMIT AN ENGLISH TRANSLATION COMPLIANT WITH" 58PA. CobE§423A.1(H).
ALL NOTICES REGARDING YOUR APPLICATION WILL BE SENT TO THE ADDRESS YOU PROVIDE ON tHIS, FORM. YOUMUSt IMMEDIATELY NOTIFY-THE BOARD IF YOU CHANGE YOUR ADDRESS.
FAILURE-TO.ANSWER ANY QUESTION COMPLETELY AND TRUTHFULLY^WILL RESULT IN DENIAL OF YOUl^, APPLICATION AND/OR REVOCATION OF YOUR LICENSE, REGISTRATiON,.CERTIFICATE OR PERMIT AND MAY SUBJECT YOU to CRIMINAL PENALTIES Ut^DER ISpA.C.S: A. §4903.
ANY PERSON WHO APPLIES FOR AND OBTAINS A LICENSE, REGISTRATION, CERTIFICATE OR PERMIT FROM THE BOARD MAY "BE R'EQIJ'IRED TO SUBMIT TO WARRANTLESS^SEARCHES WHEN PRESENT IN A LICENSED GAMING FACiutY PLfRSUAtMT TO THE Apt.
CONFIDENTIAL INFORMATION (AS DEFINED IN 58 PA. CODE §401A:3) ,SUPPLIED TO THE BOARD OR OTHERWISE OBTAINED SHALL NOT BE REVEALED EXCEPT IN THE COURSE OF THE NECESSARY AbMINiSTRATION OF THE'ACT, OR UPON THE LAWFUL ORDER OF A COURT'OF COMPETENT JURISDICTION, OR, WITH tHE APPROVAL OF THE ATrORNEY GENERAL, TO:A DULY AUTHORIZED LAW ENFORCEMENT AGENCY. AN APPLICANT OR LICENSE, REGISTRATION,, CERTIFICATE OR PERMIT HOLDER WAIVES ANY' LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA AND ITS INSTRUMENTALmES AND AGENTS FOR ANY DAMAGES RESiJLtiNG FROM ANY DISCLOSURE OR PUBLICATION IN ANY MANNER, OTHER THAN A WiLLFULLY UNLAWFUL DISCLOSURE .OR PUBLICATION.
PURSUANT TO 58 PA. CODE §423A.5, ONCE THE APPLICATION'HAS BEEN FILED, THEAPPUCANT MAY ONLYWitHDRAW ITS APPLICATION BY FILING. A PETITION, W|TH THE BOARD'SEEKING PERMISSION. TO WITHDRAW.
/ PGCB-CA-0912 1 Initials A.LICENSE,,PERMIT, CERTIFICATION OR REGISTRATION ISSUANCE; RENEWAL OR OTHER AUTHORIZATION ISSUED BY THE BOARD IS A. REVOCABLE .PRIVILEGE: NO PERSON ^HOLDING A LICENSE, PERMIT, CERTIFICATION OR. REGISTRATION, RENEWAL, ORi OTHER .AUTHORIZATION IS DEEMED TO HAVE ANY PROPERTY RIGHTS RELATED TO THE LICENSE, PERMIT, CERTIFICATION OR_REGi STRATI ON.
AN APPLICATION THAT HAS BEEN ACCEPTED FOR if IUNGAND ALL RELATED MATERIALS SUBMITTED TOTHE BOARD BECOME THE PROPERTY OF THE BOARD AND WILL NOT BE RETURNED TO THE APPLICANT.
THIS IS: AN APPLICATION FOR A SLOT MACJHINE- OR, MANAGEMENT COMPANY LICENSE: AN ENTITY INTERESTED:IN:OF;FERING TABLE GAMES MUST, FIRST OBTAIN A SLOT MACHINE«LICENSE IN ORDER TO BE ELIGIBLE TP FILE A PETFTIPN SEEKING AUTHPRLZATION TO CONDUCT TABLE GAMES. ANY REFERENCES TO TABLE GAMES IN THIS APPLICATION ARE FOR INFORMATIONAL PURPOSES ONLY.
IF' YOU HAVE ANY QUESTIONS REGARDING' TI^E' APPLICATION PACKAGE FORMS OR THE INFORMATION REQUIRED' TJO COMPLETE, ANY APPLIGATION, PLEASE CONTACT THE PENNSVLVANIA GAMTNG GONTROLBOARb - BUREAU bFllCENSING AT (717) 346-8300.,
• :$i](o#@}?ERAto^^^ jlNSERTTHEiNUMBER^pEiEACH^^ j
3; SLOT OPERATOR OR'MANAGEMENT CPMPANY,PIS.CLPSURE INFORMATION FPRM,(FOR APPLICANT AND EACH OF APPLICANT'S AFFILIAtED.ENTlTIES).
0 REQUEST FOR USE OF.ALTERNATivE CdNDifibNAL/CAtEGORY 1 LICENSING STANDARDS - ADDENDUM i (FOR CONDltlONAlJCATEGORY'l APPLICANT REQUEStrNG THAT THE BOARD UTILIZE THE APPLICATION FILED IN AND LICENSE ISSUEb.BYANOtHER'JURISDICTION).
17 MULTI.- JURISDICTIONAL PERSONAL:H|STORY; piscLpsuRE FbRiyi (MULTI- JLIRISDICTIONAL PHD)(FOR EACH NATURAL PERSON WHO ISA PRINCIPAL OR KEY EMPLOYEE).
17 PRINCIPAL/KEY EiWPLOYEE FORM-PENNSYLVANIA .SUPPLEMENT TO THE MULtl -.JURISDlCTIpNAL PERSONAL HISTORY DISCLOSURE FpRwi (PA SUPPLEMENT),(FOR EACH NATURAL PERSON WHOJS A PRINCIPAL ORKEY EMF^LO.YEE).
.2L PRINCIPAL ENTITY FoRtvi (FOR EACH ENTFTYTHATTS A PRINCIPAL).
'^y/lJ PGGB-CA-0912 Initials APPLICANT INFORWIATION yAPRtilCANT'SiBUSlNESSiNAME BUSINESS NAME AS IT APPEARSCN APPLICANTS CERTIFICATE OR, INCORf^ORATION.*, CHARTER; BYLAWS, PARTNERSHIP AGREEMENT-PR OTHER OFFICIAL DOCUMEMS (SPELL*OUTCOMin.ETE NAME. DO NOT USE ABBREVIATIONS) Penh National (Sarhing, Inc; ' rRADEj^AME(S) AND U.plNG bUSINESS AS ("UBA"-) NAMES' Penh Nafibnal Gaming; Inc., |S THE APPLICANT A MINORITY OR WOMEN'S BUSINESS ENTERPRISE THATIS CERTIFIED BY TME BUREAU OF MINORITY AND
WOMEN'S BUSINESS OPPORTUNITIES OFTHE DEPARTMENT OF GENERAL SERVPCES? r—i „,, jz^i „, LJ YES m No IF YES. PROVIDE ENTERPRISE CERTIFICATION.NUMBER.
vARfflllCANTtSlRRlNCI^AWADbRESS:i -ADDRESS LlNE-1 825^BerksliireVBIvd Suite 200 ADDRESS LtNE2
ADDRESS LINE 3
Jlrrr •STATE/PROVINCE TOSTALCODE" issing PA 19610 COUNTRY •jtMAIL/JppRESS- USA Frank\Dbnaghue@Riig'amihg^^^ "COUNTY. TOWNSHIP WEB:UKL Berks .www^pngamihg.cqm HHONENUMBER'( f ^ hAX NUMBER ( '6T6-373-2^0d 610-373-2804- J'A'RRL^ICANTS ADDRESS LjNEvI ' Same"^as'"above ADDRESS LINE 2^
ADDRESS LINE'3
"CirT ; STATE/PROVINCE POSTAL GODE
COUNTRY EMAIL ADDRESS-
COUNTY TOWNSHIP "WEB'URT
"RHONE NUMBER, ( y FAX NUMBER { 7
iCONTACivNAIVlEJF.ORVrHisTARRiirCATIONl I3IRSTNAME. MIDDLE NAME i^S\NAME SUFFIX (JR., SR.* ETC.) Frank Donaghue I ITLE ^ INDIVIDUAL bMAIL ADDRESS yp RegulatoryAffa[re/cHief GpmpJiance.Officej REDAGTED PHONE NUMBER, (,_ '), I l-AXNUMBER'( ): REDAGTED I REDXGTEDI • V^AR RLIC-ANTcSl fibRWliOFiORGAN IZATIO N' CHECK ONE
n LIMITED PARTNERSHIP D SOLE PROPRIETORSHIP Q PARTNERSHIP C-CORPORATION
a .TRUST D LiMifED LtABiLn Y COMPANY Q S-CORPdRAtibN
D OTHER (DESCRIBE), 1U- ,PGCB-CA^912 Inilials. ,ARPXlCANt,'SiORGXNrZATibN'DbCUM"ENTS" "STATE OF INCORPORATION, REGISTRATION OR OTHER TYPE OF FORMATION UATE OF FORMATION Pennsylvahia 12-16-82 Ty'PLICANTS BUSINESS NAME AS IT APPEARS ONTHE FORMATION DOCUMENTS Penn National Gaming, Inc. TiST ALL STATES IN WHICH THE APPLICANT IS CURRENTLY REGISTERED OR AUTI lORIZED TO DO BUSINESS Pennsylvaniai Mississippi, Nevada, Ohio COMPLETE SCHEDULE 1 CONCERNING APPLICANTS INCORPORATORS/FOUNDERS ~~
Is APPUCANT REGISTERED OR AUTHORIZED TO DO BUSINESS IN THE COMMONWEALTH OF PENNSYLVANIA?[7] YES ^ No
'A'RRillCANT.'SilD'ENtTFIC'AtlON'NUMBERS FEDERAL EMPLOYER IDENTIFICATION NUMBER/I fN" T*7rriup;.^Pi nvwFfJT nnwPPNSATlON ACCOUNT NUMBER REDACTED REDACTED PA DEPARTMEfiTOF KEVENUE CORPORATE BOXNUMBER PA LIQUOR CONTROL BOARD LICENSE NUP^ER REDACTED ~ Does notJapply~ PA WORKERS COMPENSATION POLICY NUMBER PA UEPARTMENT OF HTATE- hNTITY RUMBER REDAGTED 724866 T30ES,THE APPLICANT HAVE ANY OUTSTANDING TAX LIABILITIES TO EITHER THE COMMONVVEALTH OF PENNSYLVANIA OR ANY
OTHER STATE; LOCALrTY OR THE FEDERAL GOVERNMENT? " YES . NO
IF YOU ANSWER YES, PROVIDE DETAILS CONCERNING ALL OUTSTANDING TAX LIABILITIES.
APRLrCANtislBl'liLING'GbNTACTillislIiORMATibN;. FIRST NAME LASTNAME "bUFFIX(JR.,aR.,ETC.) John Dietrich TITLE INDIVIDUAL hfMIL ADDRESS Accounts Payable REDACTED -ADDRESS 825 Berkshire Blvd Suiie:2b0 "CnT STATE/PROVINCE POSTAL CODE Wyomissing PA 19610 'PHONE NUMBER ( Y FAX NUMBER ( J" 610-378-8222 610-372-1828 \TiYR'E;0Fik1CENSE"^APRlircXNtjrslSEEKINGL.
n CONDITIONAL CATEGORY 1 D CONDITIONAL CAtEGORY 1 AFFILIATE
D CATEGORY 1 D CATEGORY 1 AFFILIATE
@ CATEGPRY2 D CATEGORY 2 AFFILIATE
a CATEGORY 3 D CATEGORY 3 AFFILIATE
n MANAGEMENT COMPANY n MANAGEMENT COMPANY AFFILIATE L 'CRrMINASHiSTORYi'j
THE NEXT SECTION ASKS ABOUT ANY OFFENSES OR CHARGES APPLICANT OR ANY OF ITS PRINCIPALS OR KEY EMPLOYEES MAY.HAVE COMMITTED OR HAD FILED AGAINST THEM. PRIOR TO ANSWERING'THIS QUESTION, CAREFULLY REVIEW THE DEFINITIONSAND INSTRUCTIONS THAT FOLLOW:
DEFINITIONS FOR PURPOSES OF THIS SECTIGN":
A.' "CRIME OR OFFENSE" INCLUDES ALL FELONIES AND MISDEMEANORS, AS WELL, AS SUM^MRY,OFFENSES THAT MAY I4AVE REQUIRED YOU TO APPEAR BEFORE A LAW ENFORCEMENT AGENCY, STATE OR FEDERAL GRAND JURY, JUSTICE COURT. MUNICIPAL COURT, CITY COURT, MILITARY COURT OR ANY OTHER COURT EXCEPT JUVENILE;C0URT. iNCLUDEAIlbUI/DWI OFFENSES.
B. "ARREST" INCLUDES ANY TIMETHAT YOU WERE STOPPED BY A POLICE OFFICER OR OTHER LAW ENFORCEMENT OFFICER' AND ADVISED THAT YOU WERE UNDER
PGCB-CA-0912 Inilials "ARREST, DETAINED, HELD FOR QUeSTIONING"; REQUESTED BYA POLICE OFFICER OR imi ENFORCEMENT OFFICER. TO COME. TO A POLICE'.STATION AND ANSWER QUESTIONS. TAKEN INTO CUSTODY BY .ANY POLjCE OFFICER OR OTHER LAW ENFORCEMENT OFFICER, FINGERPRINTED, HELD IN JAIL, OR INSTRUCTED TO APREAR.IN COURT OR SUBPOENAED TO ANSWER FOR CONDUCT yVHICH IS A CRIME AS HAS BEEN DEFINED IN PARAGRAPH "A"
G. "CHARGE" INCLUDES ANY INDICTMENT, COMPLAINT, IN FORMATION, iSUMMONS; CITATION OR OTHER NOTICE OF THE ALLEGED COMMISSION OF ANY CRIME OR Of:FENSE ASDEFJNEDIN PARAGRAPH "A("
INSTRUCTIONS •1. ANSWER "YES" AND PROVIDE ALL INFORMATION TOTHE BESTOF YOUR ABILITY EVEN IF: A. YOUplbNOTCOMMITTHEOFFENSECHARGEp; B! .THE-ARREST_bRLCHARGES_WERE_blSMISSED„OR_THE„CHARGES_WERe. SUBSEQUENTLY DOWNGRADED TO A LESSER CHARGE;
G. You PLEADEDNOT GUILTY OR NOLO.CONTENDERE; D. You COMPLETED AN ACCELERATED REHABILITATIVE DISPOSITION ("ARD") OR EQUIVALENT DIVERSIONARYPROGRAM;.
E; THE CHARGES OR^CONVlCTIONWEREEXeUNGED FROM YOUR RECORD, EVEN IF' YOU HAVE^E'XPVNGEMENT PAPERS;,. F., YpU WERE NOT cdNVICfED,GR WERE>OUNb -NOT GU|LTY" G: You DID NOT SERVE ANY TIME IN PRISON OR JAIL-i
H, THE ARRESTS; CHARGES'OR'OFFENSESHAPPENED A LONGTIMEAGO;
!: YOUjyyERE ARRESTED OR CHARGED IN ANOTHER STATE-(A, STATE-'OTHER: THAN RENNSYLyANIA);
J. You WERE.NEVER PHYSICALLY TAKENJNTp.CUSTODY AND/OR TRANSPORTED TO A POLICE_STATIpN OR JAIL.
•2. ANSVyER"NO"IF: A. You HAVE NEVER BEEN ARRESTED OR CHARGED WITH ANY CRIME OR OFFENSE; B. YOUR ARRESTHAPPENED WHENYOU WERE UNDER 18 YEARS OF AGE AND YOUR, "COURT APPEARANCE VVASIN JUVENILE COURT- FAILURE TO FULLY ANSWER THIS QUESTION MAY RESULT IN THE DENIAL OF YOUR APPLICATION: ......
1. HAS APPLICANT OR ANY OF ITS PRINCIPALS OR KEY EMPLOYEES EVER'BEEN INDICTED, DYES HNO ChIARGEDWIT>i:bR CONVICTED OF ACRIMINAL OFFENSE.OR BEEN A PARTY TO OR NAMED AS AN UNINDICTED CO-CONSPIRATOR IN ANY CRIMINAL PROCEEDING IN THE.COMMONWEALTH OR , ANY OTHER JURISDICTION?
1. A. HAS APPLICANT ORANY OF ITS PRINCIPALS OR KEY EMRLOYEES EVER BEEN CONVICTED DYES S NO OF A FELONY?
1. B, HAS APPLICANT OR ANY pF.'lTS PRINCIPALS OR KEY EMpLOYEES EVER'BEEN GONVJCTED DYES* a'NO OFA MISDEMEVWPR OR GAMJLJNG OFFENSE? JF YOU ANSVVER YES TO ANY OF THESE QUESTIONS; YOU MUST COMPLETE SCIHEDULE:23 .CONCERNING.CRIMINAL HISTORY.
TESTlMpNY;;lNyESTVGATlbNS^6RiR0bYGRAPHSi REDAGTED 2. HAS APPUCANTOR ANY OF ITS PRINCIPALS OR'KEY EMPLOYEES EVER.BEEN CALLEDTO ^^ /'7/ RGCfrCA^)912 Initials -
:9, HAS APPUCANT. OR ANY OF ITS AFFILIATES, INTERMEDIARIES, SUBSIDIARIES .OR HOLDING BYES D-NO COMPANIES APPLIED FOR ANY LICENSE OR PERMIT BY A,GOVERNMENT AGENCY CHARGED Please.see WrrH REGULATING .GAMES OF CHANCE. INCLUDING BUT NOT LIMITED TO SLOT MACHINES, VIDEO LOTTERY TERMINALS, TABLE GAMES. HORSE RACING. JAI ALAL.EtC.? A GOVERNMENT attached. AGENCY AS USED HERE INCLUDES ANY .FEDERAL, STATE, NATiVE AMERICAN OR LOCAL Schedule 29 GOVERNMENT CREATtDTO CARRY OUT A GOVERNMENTAL FLlNCTioN OR TO IMPLEMENT A STATUTH OR STATUTES.
IF YOU ANSWER YES, YOUMUST COMPLETE SCHEDULE-29 CQNCERNINGGAMING LICENSES AND PERMITS.
^RPLiCANT^SCONTR|ByTlpNS[ANDJP^^^^^
•10, DURING THE/LAST TEN (IO)YEAR PERIOD,-, HAS^PPLICANT; ITS PARENT COMPANY..OR REDACTED ANY OF ITS AFFILIATES, INTERMEDIARIES, SUBSIDIARIES,- HOLDING-COMPANIES, PRINCIPALS, -EMPLOYEES-GR-ANY-TH!RD-PARTIES-ACTING.F0[^OR;pN-BEhlALF^0F-.APRLI^ BRIBES OR KICKBACKS OR MADE ANY PAYMENTS-ALLEGED TO HAVE BEEN BRIBES OR KICKBACKS TO ANY EMPLOYEE, PERSON, COMPANY.OR ORGANIZATION .TO OBtAlN FAVORABLE TREATMENT?
11'. DURING'THEILASTTEN (10)'YEAR PERIOD, HAS APPLICANT, ITS PARENT COMPANY^ OR •REDACTED ANYOF ITS AFTILIATES, INTERMEDIARIES;. SUBSIDIARIESi HOLDINGiCOMPANIES, PRINCIPALS; EMRLOYEES OR ANY fHIRD PARTIES ACTING FOR OR ON BEHALF;0FTHE APPLICANT MADE ANY BRIBES ,OR klCKa'^CKS OR MADE ANY, PAYMENTS; ALLEGED TP ,HAVE^ BEEN BRIBES OR KICKBACKS:TO.ANY'GbVERNMENT OFRCIAL, ppMESTlC OR FOREIGj^ TO OBTAIN FAVpRABLE TREATMENT?
12. DURING THE LAST tEN.(IO) YEAR PERIOD, HASAPPLICANT.IITS PARENT COMPANY OR REDAGTED ANY OF'ITSJAFFILIATES, INTERMEDIARIES; SUBSiOIARIES,-HOLDING;COMPANIES, PRINCIPALS, EMPLOYEES 6"R ANY THIRD PARTIES•F6R!pR:6N:8HHALF'OFARPi.iCANTLOANED'FUNDS;FOR' THE" PURPOSE OF OPPOSING OR SUPPORTING ANY GOVERNMENT,, POLITICAL PARTY, CANDlbATE OR COMMITT'EE. EITHER DOMESTIC OR'FOREIGN?
13: DURING THE LAST TEN.(10); YEAR PERIOD,,HAS APPUCANTi ITSi PARENT COMPANY, OR REDACTED ANY OF ITS AFFILIATES. INTERMEDIARIES;,SUBSIDIARIES. HOLDING COMPANIES, PRINCIPALS, EMRLOYEES OR ANYTHIRD PARTIES ACTING FOR OR ON BEHALF OF APpLlCAt^ DONATED OR LOANED PROPERTY OR ANY OTHER THING OF VALUE, OR ORGANIZED, SPONSORED OR PARTICIPATEp.INJFUNDf^ISING'ACTIVITIES FORTHE PURPpSElpF OPPOSING OR SUP ANY GOVERNMENT- POLlflCAL PARTY^ CANDIDATE OR COMMITTEE, EITHER DOMES'TIC-OR- FOREIGN?
14A. DURINGJTiE USTTEN (1.0) YEAR:P|RlbD,HASA^^ ITS PARENT CpMPANY;.OR REDAGTED ANY OF'ITS AFFJLIATES, INTERMEDIARIES, SUBSIDIARIES OR HOLDING CpMPANIES'MADE ANY LOANS, bbNAtlONSOROTHER'DISBURSEMENTSTp PRINCIPALS, .EMPLOYEES OR ANY THIRD PARTIES FOR THE PURPOSE OF REIMBURSING SUCH INDIVIDUALS, FOR POLITICAL CONTRIBUTIONS EITHER FOREIGN OR DOMESTIC?'
14B..DURING THE LAST TEN (.16); YEAR^ PERIOD, HAS APPLICANT, ITS.PARENT COMPANY; OR REDAGTED -A.NY^OF ITS AFFILIATCS,TNTERMEpiARIES. SUBSI^ CAUSED TO BE FORMED, ApOLrnCAL ACTION COMMITTEE EITHER^UNDER FEDERAL OR STATE ELECTION LAVyS?
14G; As A RESULT OF THE CITIZEN'S,UNITEDV. FEC DECISION;.HAS APPLICANT, ITS PARENT COMPANY, OR ANY OF 'ITS AFFIUATES, INJERMEDIARIES, SUBSIDIARIES OR HOLDING REDAGTED COMPANIES MADE "INDEPENDENT EXPENDITURES'. AS DEFINED IN SEC. 1621(E) OF THE PENNSYLVANIA^ ELicTipN CODE, 'FOR THE" PURPOSE OF INFLUENCI'NG. AN "ELECTION COVERED BY THE PENNSYLVANIAELECTibNCODE?
PGCB-CAr0912 Inilials 15. DURING THE LAST TEN..(10) YEAR PERIOD, HAS APPLICANT, ITS PARENT COMPANY, OR. REDACTED ANYOF its AFFILIATES.INTERMEDIARIES, SUBSIDIARIES OR HOLDING COMPANIES MAINTAINED AI^Y BANK'ACCOUNT, DOMESTIC,OR,FOREIGN, NOT,REFLECTED ON THE APPLICANT'S BOOKS OR RECORDS?
16. DURING THE-LAST TEN" (10) YEAR PERI0D,.HAS APPUCANT, ITS PARENT COMPArJY, OR, REDACTED; A'NY OF ITS AFFILIATES, INTERMEDIARIES, SUBSIDIARIES OR HOLDING COMPANIES MAINTAINED ANY NUMBERED ACCOUNT OR ANYACCOUNT IN THE NA'MEO
IFWOU ANSWER YES TO ANY bF THESE QUESTIONS, YOU MUST COMPLETE SCHEDULE 30. CONCERNING CONTRIBUTIONS ANO DISBURSEMENTS.
.AEPL1CATJPN_CHECI^US1:
PLACE A CHECKICIARK IN THE: BOX NEXT to EACH ITEM.APPLICANTHAS,ATTACHED TO THIS APPLICATION AND DISCLOSURE iNFORMATtON^FORM.
EACH [TEM MARKED AS MANDATORY MUST.BE COMPLEtED AND SUBMITTED AS PARt OF THIS. APPLICATION FORM." IF ANY rfEM'IS MISSING, THE ARPLICATION WILL BE CONSIDERED INCOMPLETE AND WILL NOT,BE. PROCESSED.; IF A QUESTION,. SCHEDULE'OR ADDENDUM D0ES:N0T APPLY TO tHE APPLICANt. YOU MUSt WRItE''DOES NOT APPLY'''IN EACH FIELD OF fHE:QUESTION,,SCHEDULE OR ADDENDUM.
/ ScHEDULE'1: INCORPORATORS/FOUNDERS- MANDATORY
/ ScHEDULE'2: OTHER NAMES USED BY->^PPUCANT MANDATORY
/ SCHEDULE:3: ADDRESSESGURRENTLY'USED.BYAPPUCANT MANDAfORY
/ SCHEDULE 4: ADDRESSES OSED BY APPLICANT' MANDATORY'
/ SCHEDULES! CURRENTOFFICERS; DiRECtORs/PARTNERs. AND TRUSTEES MANDATGRY
SCHEDULES: FORMER(NOLONGERACTIVE)OFFICERS;.DIRECTORS/PARTNERS AND / MANDATORY- TRUSTEES
SCHEDULE; 7: EMPLOYEES- EARNING OVER; $250,000 IN ANNUAL CoMPENSAfibN / MANDATORY (^ROMAPPUCANT ' . • "
SCHEDULE; .8;. _ BONUS; PROFIT SHARING; PENSION RETIREMENT,- DEFERRED / MANDATORY CpMPENSAtlON S'SIMILARPLANS
/ SCHEDULE 9; STOCK DEscRiPtioN (FOR C; coRP'ORAtiONS; S-coRPORAtibNS, LLCS) MANDATORY
SCHEDULE'IO; VOtlNG'SHAREHOLDERS (FOR'C CORPORAtlONS, S-CORPORAtIONS, / MANDATORY LLCS)
SCHEDULER ipA: iNtERESt OF GuRRENt PARtNERs (FOR PARTNERSHIPS,- LLPS; / MANDATORY LiMltED PARTNERSHIPS. I-LCS)
SCHEDULE-10B: iNtEREST OF-FORMER pARtNERS (FOR PARTNERSHIPS; LLPS, / MANDATORY LIMITEDPARTNERSHIPS, LLCS)
SCHE'DULE 11.- NON-VOTING SHAREHOLDERS (FOR.C CORPORATIONS, S- / MANDATORY CORPORATIONS, LLCsj
PGCB.CA-0912: 10 Initials / SCHEDULE 12: .LONG TERM DEBT MANDATORY
ScHEbiJLE>13: HOLDERS OF LONG TERM DEBT MANDATORY • /
/ SCHEDULE 14: OTHER'INDEBTEDNESS AND SECURITY DEVICES: MANDATORY
/ SCHEDULE,15; HOLDER'OF OtHER INDEBTEPNESS MANDATORS'
/ SCHEDULE-16: SEcuRiTiEsOpfidNS MANDATORY
/ S.cHEpyLE'l?: BENEFICIAL OWNER OF.OBTIONS MANDATORY
:/ SCHEDULE:18: OTHER,PRINCIPALS MANDATORY - - - - • •SCHEDULE 19: FINANCIAL INSTITUTIONS -MANDATORY-
/ 'SCHEDULE 20; CONTRACTS MANDATORY
/ SCHEDULE .2,1: .STOCK;HELD BYAPPLICANT MANDATORY
/ SCHEbULE22: iNSIDERTRANSACtlONS IViANDATORY
/ SCHEDULE.23: CRIMINAL HistpRY MANDATORY
/ SCHEDULE 24:-tEstiMONY; INVESTIGATIONS OR POLYGRAPHS MANDATORY
/ SCHEDULE 25: ExistiNG LiTiGAtipN MANDATORY
• 'SCHEDULE 26:- ANTitRUSt,,TRApE REGULAtToN AND SECURITY^JUDGMENTS;" / MANDATORY '.STATUTORY AND REGULAtOR/VibLAfioNS
/ •SCHEDULE 27; BA_NKRUPTCY GRjIi^JSOLyENCY PRPCEEJDJNGS MANDATORY
/ SCHEDULE28: NON-GAMINGLICENSESANDPERMITS MANbAtORY
V SCHEDULE 29;,GAMiNGiL'iCENSES AND PERMITS MANDATORY
/ •SCHEDULE 30: APPLICANT'S GoNTRtBUTipNS>^Np bjSBURSEMENts MANDATORY
/ SCHEDULE'SI;- APpLICANt BACKGROUNDpARt 1 MANDATORY
- / .SCHEDULE 32:rAppucANfBAGKGR6u*Nb:PART2 MANDATORY
/ APPLICATION FOR PENNSYLVANIA^ TAX CLEARANCE,[REVIEW MANDATORY
/ AFFIDAVIT MANDATORY
/ R E LEAS E AuTHORizAt ION MANDATORY
/ WAIVER OF LiABiLitY MANDATORY
/ DIVERSITY. PLAN STATEMENT MANDATORY
CATEGORY 1 • CONbltibNAL/CAtEGbRY 1 APPLICANT'S AFFIRMATlON^ APPLICANT ONLY
/ WOO RGGB-CA-0912 11 Inilials CATEGORY 1 .ADDENDUM 1—REQUEST FOR USE OF ALTERNATIVE CATEGORY 1 SIOT MACHINE • D APPLICANT i LICENSING STANDARDS. FORM ONLY
OPTIONAL CATEGORY"! .ALTERNATIVE LICENSING AFFIDAVIT P APPLICANT ONLY
/ LiCENSED ENTITY'REPRESEj^AtlVEREGIStFVN^ MANDATORY
/ •ANNUAL-CERTIFICATION TO PREVENT VioLATtoNs^oF.SECTibN 1513,FORM MANDATORY
/ .PENNSYLVANIA PputiCAL GpNtRiBytipNS FORM iyiANDATORY
•FiNANCiAL STATEMENT GERTIFICATION; MANDATORY /
/ -MuLTirJURISDICTIONAL, PERSONAL HISTORY- DISCLOSURE FORM (ONE ,ROR^ EACH; MANDATORY "NATURAL PERSON WHO ISA PRINCIPAL OR KEYEMPLOYEE)
PRINCIPAI^KEY-EMRLP^ - PENNSYLyAJU^-SURR^^^^ TO THE- MULTI- / "JURISDICTlbNAL/pERSONAL' HlSTORY biSCL6sURE;^FGRM (ONE" FOR EACH NATURAL, MANDATORY PERSON, WHO IS A PRINCIPAL OR KEYVEMPLOYEE)
/ PRINCIPAL ENTITY FORM (ONE FOR EACH ENTITY THAT IS.A PRINCIPAL) _ MANDATORY
/^^U PGCB;CA-0912. 12 Initials APPENDICES
APPENDFCES: THE AJspENDJCES AREPOCUWIENTS THE'APPLICANt WIUSTRROVrDE OR CREATE. THE APPENDICES • ARE NOT REPRESENTEblN.tHE AP^^^^ SCHEbULES OR ADDENDA. EACH APPENDIX SHALLBE.PRESENtEp IN ATABBED M .B.ELQW. IF AN APPENDIX DOES Nbtl^PRLY TO AN APPLlCANTfWRitf^ NOT APPLY-'' ON tHE'APPENDlX PAGE.
/ APPENplX-l: DESCRIPtlpN OF THE BUSINESS CURRENTLY RERFGRMED,5ANb THE; BUSINESS INTENDED TO BE PERFORMED IN THE- COMMONWEALTH.. THIS MANDATORY JNFpRMATipN'.MUSTBE SPECIFIC AND MUST BE?ORGANIZED/AROUND THE:fORICS: :SHOWN IN SCH'EDULES;3i^ANb,32'. ADDITlbNALLY;.APPLICANT MUST INDICATE THE ;RElATIONSHIP,BETWEEN IT.AND itslAFFILIATED ENTITES AS it i^ELATES TO^THE: BUSINisS INTENDEDTO BE PERFORMED IN tHBGOMMONWEALTH IN THE FORM^OF' ANjPRGANrZATlbNiCHARTWrfH ANARRATIVE DESCRi
/ ,A.PP^ENpiX;2; DESCRlPTipN!pF,ANY FORMER BUSINESS-ENGAGEpjNjpyRINGTH^ MANDATORY " LASt tEN (iO) YEARS AND THE REASONFOR CESSATiON OF THE BUSINESS^
/ APPENDIX, 3; DESCRIPTION' OF' ALL BONUS;, PROFIT 'SHARING, PENSION, :RETRREMENT, DEFERREDICOMPENSATION AND SIMILAR^RLANS.. T'H|S INFORMATION MANDATORY MUSTBE PROVIDED IN ADDITION TO THElNFORMATIONpROVIDEDilN SCHEDULE 8.
/ APPENbiX,._4:' DES^CRTptfON'OF^WGiTERM DEBt. THIS .iNFORMAtlON MUSt'BE^ MANDATORY -PROvtoEbrNAbblTrbNtOTHEINFOMAtra^^
/ APPENDIX; 5:- DESCRIPtlON OF 'OTHERS INDEBTEDNESS: AND SECURITY- DEVICES: THIS;INFORMATION MUSTBE RROyiDED IN ADpjTION TO THEllNFORMATION PROVIDED. JyiANDATGRY l§ ;iN SCHEDULES 14AND.^5. ' • -AppENbixB: DESCRIPTION OF'SECURITIESLGPTIONS. THISJNFGRMATIONMUSTJE' / MANDATORY "RROVIDED IN ADDITION TO THEINFORMATION PRb\yiDEb:IN;SciHEDULESl6AND'17.
/ APPENDtX.7; DESCRIPflON OF EXISTING L|TIGATION. THISINFORMATION MUST BE PROVIDED IN ADDITION TO THE INFORMATION PROVIDED IN'SCHEDULE'25. MANDATORY'
/ APPENDIX.S; AUDITED FINANCIAL:ST(£^TEMEJ^J;FORJHE LAST FISCAL YEAR. IFTHE^ MANDATORY^ APPLICANT DOES NOT NORMALLY HAVE TTS FINANCIAL (STATEMENTS AUDITED, •ATtACH UNAUDITED FINANCIAL STATEMENTSr
/ APf^ENDIXiQ: AUDITED.FINANCIAL STATEMENtS l70R'tHE|LAST:^iyE (5) YEARS. IF MANDATORY 'tHE.Af?F?LlCANT'DOES NOT NpRMALLY'HAVE ITS; FINANC|AL^STATEMENTS AUpiTED, ATTACH UNAUDiTED FINANCIAL StATEMENtS:.
/ ,APPEND*IX-1 0: ANNUAL REpoRts FOR tHE LASt FIVE,(5) YEARS.- MANDATORY
ApPENpix,-11Aj^^. ANNUAL-REPORT^ PRERAREDON tHEiSEC'SflOKFORtHE'Ust / MANDATORY F]yE (5J YEARS,
APRENpiX-'T1Bj-,C0P[ES OF ANNUAL OR'QUARtERLYFILlNGSFOR tHE;LASt FIVE (5); ' YEARS, REQUIRED UNDER THE LAWS' OF' A REGUL^tORY AGENCY OF ANOTHER COUNTRY:
7 . APPENDIX 12: A COPY OF tHE LAST QUARtERUY UNAUDITED f^lNANCIALSTATEiyiENT; MANDATORY
/ APPENDIX 13: ACOPYOR.COPIESOF AN~Y.INTERIM REPORTS. MANDATORY •
;PGGB-CA-0912: 13 Initials APPENDIX 14;, A COPY OF THE LAST PEFINITIVE PROXY OR INFORMATION MANDATORY STATEMENT (SEG).
/ APPENDIX 15; A,C0PYOFALLREGIETRAtlON;STATEMENTS;FOR;tHE:LAStFIVE(5) MANDATORY YEARS FiLEb;lN ACCORDANCE WItH THE SECURITIES ACT-OF "1933.
APPENDIX 16; 'Gppies OFALL OTHERREPORTS-PREPARED, INTHE "LAST FIVE'(5) YEARS BY INDEPENDENT AUDITORS OFTHE APPLICANT^ MANDATORY
/ .APPENDIX 17: CERTIFIED COPIES OF THE ARTICLES'OF INCORPORATION; CHARtER; MANDATORY BYLAWS, PARTNERSHIP: AGREEMENT OR OTHER .OFFICIAL DOCUMENTS AND ALL AMENDMENTS AND PROPOSED AMENDMENTS.
APPENDIX 18; CuRRENt OWNERSHIP tABLE'CFORGAisiizAtroN: MANDATORY
/ APPENDIX 19: FUNCTpNAL.TABLErbF ORGANIZATION FORJAPPLICANT-WITH, JOB MANDATORY DESCRIPTION^; AND, NAMES OF EMPLOYEES EARNING.IN EXCESS OF $250"p0dlN ANNUAL CO'MPENSATION.
/ APPENDIX'20: GORES OF-FEDERALENT[rY TAJ< RUNGS, JNCLUDJNG FORMS 1120,- 112p-S, 112p-Frid65, 941 AND ALL- otHERVBUSiNE^Ml^tE^^ MANDATORY W|tH.THE I RS'lN tHE LAST" FIVE (5) YEARS.
ARRENDIX 21; COPIES OF'550P;FORMS FILED WTH THE'IRS |N THE LAST FIVE (5) MANDATORY YEARS. m ARPENDIX "22:. DESCRIBE CRIMINAL HISTORY' OF^APPLICANT'. THIS INFORMATION MUSTBEPROVibEbjN ADblTibN;TOTHE INFORMATION'PROV^ MANDATORY NARf^TlVE iNFORMATbNrABbUT THE^ri^tURE'^ brsposiTibNM'ust'BE'pR'ovibED.
/ ARRENDIX 23; PURSUANT TO §13i2.pF THE'GAMiNG,§ct, tHErBoARp MAY NOT APPROVE AN APPUCATION FORLICENSURE IF.ANYiOF ItSlPRINGJRALSpp NOt MEET MANDATORY THE CHARACTER REQUIREMENTS; OF §1310, ELIGIBILITY REQUIREMENTS,, OR PURCHASES A CONTROLLINGJNTERESt IN'A LlCENSEDiGAMING^ENtlTY INiVlOLAtlON OF §1328.
HAS THE^ARPLICANt DIVESTED'"ALL, INTERESTS.^.THAT.WOULD./PROHIBIT LICENSURE AND ;ELIM1NATED ANY, PRINCIPAL WHO DOES NOT MEET THE CHARACTER OR ELIGIBILITY REQUIREMENtS? IF NOT, .PROVTbE ANiEXPLANATION. IF IT DOES.NOJ 'APPLY;.WRITE DbES;NOTAPPLY.IN RESPONSE TO THiS^APPEN
/ APPENDIX 2^1;^ PURSUANT TP-§1330I6F. THE GAMING,Act, NO UCENSEE; ITS AFFILIATE, INTERMEDIARY, SUBSIDIARYOR HpLpJNG .COMPANY-MAY^'P0SSE^ AN, MANDATORY OWNERSHIP OR FINANCIAL INTERESt tHAt IS GREAtER'tHAN^ .SLpT'MACHINEaiCENSEE OR^"PERSON EUGIBLE. TO-APPGY FOR A CATEGORY 1 LICENSE; ITSAFFILIATE, INTERMEDIARY;'SUBSIDIARY OR'-HOLDING.ra
DOES THE APPLICANT POSSESS^ AN OWNERSHIP 0'R:FINANClAl,rNTERESt THAT IS GREATER tHAN,33.3% OF ANbtHERSLbtMACHlNET Tb'APRLY;F0RA.CAtEi30RY 1 LICENSE; ItS'AFFiLiATE; JNtERMEDIA OR HOLDING COMPANY? PROVIDE AN EXPLANAtlON OR WRitE "DOESNOT APPLY".
/ APRENDIX 25: PURSUANT TO §l'5f2 OF THE GAMING ^CT, NO EXEGUTiVE^LEVEL STAtEtEMRLOYEE-PUBLIC OFFICIAL, P MANDATORY THEREOF SHALL HAVE, A FINANCJAL INTEREST IN OR BE EMPLOYED;; blRECtLY-ORi ,iNpIRECTLY, BY ANY LICENSED RACING ENTJT^'tJR LlCENSEb-GAMING'E'NtftY, OR ANYHOLDING, AFFILIATE, INTERMEDIARY OR slJBSlbiARY. COMPANY, THEREOF, OR ANY SUCH APPLICANT.
.iy.U]> PGCB-CAT0912 14. Inilials HAS ANY PUBIIC ORFiCIAL OR OTHER PRbHlBltEDPERSbN;pOSSESSEp A FINANCIAL INTEFtEST IN OR B"EEN EMPLOYED, blRECTLY/OR INDfRECtLY BY THE APPLICANT OR RELATED ENtlTf AT OR FOLLOWliMG THE EFFECTIVE DATE OF tHE PA GAMING.'ACT,? 1 # / APPENDIX 26; PURSUANT TO §:i 313 OF THE GAMING Aet^;pT^ovfDE!NFORMATibN, DOCUMENtAtlON AND ASSURANCES DEMONSTRATING THAT THE; APPXlCANt HAS . MANDATORY SUFFICrENT BUSINESS ABILITY AND EXPERIENCE TG CREATE AND MAINTAIN A. -SUCCESSFUL, EFFIClENt OPERAtlON. ALSO RR0VIDE,Bi6GRAeHIES:GF tHE KNOWN INbivibUALS WHO WILL PERFORM EXECUtlVE'MANAGEMENT DUTIES .AND'Rfe NAMES OF ALL PRbPOSED KEY EMPLOYEESi AND .A DESCRip.tipN OF THEtR RESPECTIVE;OR PROPOSEb RESPONSIBILITIES ASTHEY-BECOME KNOVVN.
/ ,APPENDlX27r RURSUANJTp §i2,P7,(16) OFTHE'GAMING ACT,,,THE LICENSEE MUST- SELL pENNSYLyANIAySTATE ffiTTE^^^^ fiCKTO At ItS FACILITY'AS, NEAR. AS MA_NDATGFtY f^RACTiCABLE TO tHE PAY WTNOOWS. 'PROVIDE A PROPOSED^ FLOOR PLAN •SPECIFYING tHE; LOCAJIONS WHERE StAtE LOTTERY TICKETS WILL BE SOLD AND THE PRpXIiyilTY-pF.THQSE LOCATIONS TO PAyWlNDOWSi (NOTEf THISSUBMISSI^^^^ ' MU.ST;BE FINALIZED AND APPROVED BY THE^BOAROVm^^^
/ •APRENpix,28; PROVIDE ^ uSTiOF-ANy'HOSpmi, PLACE OF vypRS.HLP,TSCHOOL, CHARITABLE INStlTUTI0N,„PARK;200.:0RANY'SIMILAR;RLACElF-REQUENTED BY'THE MANDATORY' ;PUBLIC"vyiTHiNT50.0TEEtOF tHE PROPOSED
/ APRENDfX 29: SUBMit AN, INITiAL NARRAtlVE DESCRIPTION OF PROROSEDi :ApM]NIStRAtlVE AND ACCOUNtING PROCEDURES, INCLUblNG^AWRlTTEN^SYSTEM OF- MANDATORY TNTERNAL CONtFtpL, PURSUANt TO §1322 PF^THE; GAMING'ACt' (NOTE: THIS; ^SUBMISSION MUST "BE •FINALIZEp AND. APPROVED BY ;THE BOARDi PRIOR, tO! .bPERAtlON).
• / APRENDiX:30; PROVibE.MARKEtiNG PLANS^ANb:PROPpSAL RRbxiMITY OF tHE FAClUtY'tbl'tS MARKEtlNG SERVICE AREA. MANDATORY'
/ APPENDIX'3.1: PRO.yipE'.CpRIES^prLpCAL^ZONLNGANp LAND USE ARRROVALS OR A DEtAlLED EXPLANATION pF tHE STAtUS OFFTHE REQUEST .WItH COPIES OF'-ALL MANDATORY FIUNGS..
/ APPENDIX 32:' PURSUANT, TO §1322 OF tHE GAMING ACT-AND/PR' BOARD REGUlAtlONS. SUBMit A COMPl-hlb- PROPOSED''SItE ,PLAN .OF THE 'PRORpSED 'LICENSED. FACILITY; INCLUSIVE OF TRAFFFC STUDIES AND, THE PARKING PLAN, INClubiNG THE NUMBER OF-PARKING SPACES"^ AC COM ^ANIED^BY^ ARCHITECTURAL DRAWTNGSAJ^D-A PROPbSEb.GAMI^^^^ GAMING-FLOOR;LAYOUT 'SisbULD CLEARLY DEUNEAtE tRE^SQUARElFOOtAGE'OFTHE.-A^ THE PLACEMENT bFSLbt-MACHfNES AND tABLE-.GAMESAS'WELLA^^^ f'bOTAGE OF:tHE^:AREA tHArWlLL'NOT .BEl,USEb;FOR tHE RLACEMENT;0F'.SLOt .MACiHTNESrAND.tABLE GAMES:.- FURtHER; THE. GAMING' FLOOR LAYOUt SHOULD pEUNEAtE THE'^SQDARE FObtAGE^ MANDATORY TA^BLEIGAMES'PERMlttED PURS^^^ AND;§13A110F THEiGAMINC3 ACT.' PURSUANT'to §1210, PROVIDE DEtAILS .OF THE RROROSED; LOCATION. pF SLOT MACHINES ANbtABLE'GAMES:"AT THE FACILITY ANDTHE N AND; TABLE GAM^ES REQUEiSTED. PURSUANT Tp; §1207 OF THE GAMING ACt, PROPOSEb sUi^VEILLANCE CAMERA LOCATIONS; B.OTH WITHIN AND, OUtSIpE THE, PROPOSED: UCENSED FACILttY SHOULD ALSO: BE .CLEARLY DELINEATED ON THE, •GAMING ffLOORlLAYOLJT AS: WELL AS PROPOSED SECURITY'ZONES ON THE .^GAIVUNG' FLObR,ANb WITHIN AND OUTSIDE THE LICENSED FACILITY: (NOTE: .THE SITE RLAN, .GAMrNG FLOOR LAYOUt AND' RELAtEp.SURVEILLANCE AND'-SECURITY PROPOSALS ;M'UStBEFiNALlZEbANDAPRROVED;BYtHEBOARb>RlpR'.TOOPERAtlONJ. •
RGCB-:CA-0912i 15 Initials'. / APPENDIX 33: PROVIDE oEtAiLS OF PLANNED REtAiL AND FOOD VENUES FOR THE FACIUtY AND THE IDENTIFICATION OF THE OPERATORS OF' EACH REtAILFOOD MANDATORY VENUE; 0 APPENPXX^34: PROVipE:A; LQCAL/IMPACT REPO.Rt,,'ENGINEERING:REPORtS AND tRAFFIC StypXES, INCLUDING DEtAlLS OF' ANY ADVERSE IMPACT ON. MANDATORY tRANSPORtAtipNr tRANSlf-ACCESS, HOUSING, WATER AND' SEWER SYStEMS; LOCAL: POLICE AND EMERGENCY SERVICE, CAPABILItlES,. EXIStiNG TOURISM, INCLUDING HISTORICALANp-CULtURAf^^ OR OTHER MUNICIPAL SERVICE; OR,.RESpURCE: A.CpPYOFTHE LOCAL IMPACT RERORt SHALL BE PROVIDED tO; EACH^PpLltlCAb.SUBpiyiSlpNTN WHICH^ FACILITY WILL BE LOCATED AT LEASt .SEVEN,^(7') DAYS PR|pR tQ THE FILING OFTHE APPUCAtlbN FORvA SLOT MACHINE LICENSE: THE APPUCANt SHALL FILE A PROOF OF.^SERVICE WItH'tHE: BOARD.
/ APPENDIX 35; PROVIDE DEtAiLS OF LAND ACQUISITION COSTS: MANDATORY
APPENDIX 36: PROVIDE DETAILS OF A COMPULSIVE OR PROBLEM GAMBLING PLAN. MANDATORY
APPENDIX;37; IF ATEMPORARY.-.FACIUTY is TO BE'LICENSED; PRbvibE'DEtAiLs OF tHE tEMRORARY .FACILITY fKS WELL, AS A .PLAN FOR HOW'THEi UCENSEE WILL MANDATORY TRANSmON T.OiA PERMANENT FAGILITY, INCLUDING'A.DATEvi^bR tHE':COMPLEtlON' OFTHE PERMANENT FACILITY.
/ APRENpiX-;38; As REQUJREDi-BY §1325, OF THE\GAMING, Acf, APPLICANT MUST; ADDRESS EACH ITEM;LIStED IN^THIS.SECtlONr IF AN ITEM pOESNOfAPPLV, THE MANDATORY "ApRicANtMUSTSTATE.THATrNRESPbNSE.fOEACH PROVIDE APLAN, WITH DETAILS, FOR THE FOLLOWING;
(1) THE. LOCATipNj.ANp QUALITY.GF THE^PROPOSEDFACILITYT INCLUDING; BUT NOT LIMITEp TO, RpAD'^AND TRANSIT ACCESS, PARKING AND CENTRALrrY TO MARKEt SERVICE AR^; (2) tHE:PptENTIAL FOR NEyy..-Jp8 CREAtip.N^Np'ECgNOMI.C DEVELOPMENt WHICH VVILL RESULT FROM GRANtING A LICENSE.tp tHEAPPLTcANt;
(3) THE APPLICANT'S GOOD FAItH PLAN tO RECRUIT, Jf^l^. .^W' UPGRADE • DIVERSltY INALL EMPLGYMENTCJJ\SSJFICATLpNS IN (4JTHE ARPUCANT'S^GppD FA^ITH :PI^N:f^pR-ENHANC|NGTHE;REPRESEN^^ DIVERSE GROUPS.INTHEIORERATION pF-|TS FACILITY JHROUGH THE OWNERSHIP AND.'pPERATION OF BUSXNES_S ENTERPRISES;'AS.SpCJAtEpW|THjOR UTIUZEDIBY ITS' :FAClLlTii';OR^THRpJJGH THE RROVISIpN OF GppDS ORlSERyiCES UTIUZED BY ijS- ;FACrLIT?
(5) THE APPLICANT'S pOOO FAITH; EFFORT Tpl ASSURE' THAT-ALL PERSONS .ARE; ACCpRDED,'EQUA4tY OF OPPpRTUNITY'lN EMRCpYMENT AND Cp_NTRACTfNG BY IT AND ANY CONTRACTORS, SUBCONTRACTORS; isSIGNEES; LESSEES,, AGENTS; GAMING SERVICE;'PROyiDERS AND SUPPLIERS IJ MAY EMPLpX DIRECTLY ORJ ,:JN DIRECTLY;
(6) THE HISTORY AND SUCCES_S OF THE: APPLICANT. IN; JDEyELO^ING TOURjSM; 'FACIUTIES ANCILLARY TO GAMING DEVELOPMENT, IFAPRLlCABLE TO THE APPLICANT; (7) THEIDEGREE^TO WHICH THE APPLICANT PRESENTS A PLANFOR.THE PROJECT WHICH WILLUKELY LEAD Tp'tHE: CREATION OF QUALITY.AIVING-WAGE JOBS-AND FULL;.TI.MEPERMANENt\ipBS'F6R;RE.SiDENts."0FJHIS'CpMM0NWEALTH.GENE AND FOR RESIDENtS:OF tHEHOST PpLltlCAL SUBDIVISION [NPARtlCULAR;
^7>/^'ty' PGCB:CA-0912 16 Initials' (8) tHE RECORD OF THE'APPLICANt ANDltS DEVELOPERIN MEEtlNG:COMMItMENTS to LOCAL AGENCIES, CbiyiMUNITY-BASEp ORGANiZATIONS AND EMRLOYEES IN • OTHER,LOCATIONS; (9) THE DEGREE TO WHICH POTENTIAL ApVERSE EFFECTS WHlCH MIGHT RESULT FROM THE f?ROJECT,,INCLUpiNG COSTS^OF MEETING-JHE INCREASED DEMAND'FOR PUBLIC HEALTH' CARE; CHILD CARE,, PUBLIC TRANSPbRTATION, AFFORDABLE HOUSING AND;SbCIAL SERVICES,'.WlLL BE.MITIGATED;;
(lO)THE RECORD OF THE APPLICANtANDITSDEVELOPERREGARpiNG.COMPUANCE 'wrrH (I) .FEDERAL, STAtE AND LO.CAL,biSCRrMINAtlON,'WAGE;;AND HOUR, DISABILItY' ANOOCCUPATldNAL AND ENVIRONMENtAL HEALtH'AND;SAFE"TY LAWS ASWELL AS: (li) .ciTATF ANnl nrAi i ARriH^f^FI Atinw.'^ Awh'P(viP( nvMFwr i AWS;
(III) THE, ARPLICANT'S. RECORD IN DEALiNG VVITH ITS) EMPLOYEES AND THEIR' RERRESENTAtlVES At OtHER LO'CAtiONS;.
/ ,ARRENpIX:39: PROyiDE INFORMAtlpN pEMpNSTRAT!N,G"ApEQU^^^^ THE PROPOSED FACILITY AND TERMS OF FINANCING fNCLUpiNGPAYBACk^^^ MANDATORY
/ APPENDIX; 40: PFIOVIDE' BUSINESS/AND ECONOMIC; DEVELOPMENT P;.IANS AND •tIMEtABLEiS, PROJECTED DEBt SERVICE^ EXPENSES;, PROJECTED EBITDA AND MANDATORY iNtERNAL RATE OF RETLiRN,, PRCiJECTED ANNUAL, GROSS^ TERMINAL, REVENUE,^ PRpJECtEp OPERATING ANp'CAPItAL EXPENSES AND bEFINEb;,^ PRpJECtEb VISltATION, r
/ .APPENDIX-4l:" PROVIDE LETFERS OF REFERENCE FROM LAW'ENF6i=tcEMENt t AGENCIESJHAVING JURISblCtiON'TN'tHEAPRLICANT'SANp PR^^ MANDATORY 1 • 1 OF RESIDENCEANDPL^CEi^pF BUSINESS.INbiCATrNG-T^ • HAVE. ANY .PERTINENT INP'ORMAtlON RELATING 'TQ: THE APPLICANT OR ITS PRiNCIPALS; IF THE LAW ENFORCEMENTAGENCY HAS;lNFbRMAT|ON f^ERtAINrNG TO i THE APPLICANTOR its PRINCIPALS; tHE LETTERSHALil^SPECIFY THE DEfAiLS;.OF THE INF0RMAtlc5N. IF Nb'LEttERS ARE RECEIVED WltHIN„30 DAYS OF THE:REQUESt; THE, APRLICANT OR PRINCIPAL WI'AY SUSMn"' A SWORN OR ,AFFIRMED' STATEIMENT, THAT THE •APRLiCANT OR PRINCIPAL iS.A.CITIZEN INIGOOD STANDING'IN;HiS J.URlSDICTIpN OF RESIDENCE ANb^PRIMARYpLACE'bF BUSINESS.
/ APPENDIX' 42:- IF THE' APPLICANT 'HAS HELD- A GAMING LICENSE^ IN ANY JURf.SDTcTl.p.N,^PJ^pypE A LETTER OF R'E^ENCEi'FR6M.fHE GA CASINO MANPATORY ENFORCEMENT OR RE^ SPECIFYING THE EXPERjENcis OF THE AGENCY WJTH THE" APPLiCANT, THE APPLICANTS ASSOCIATES AND THE APPU ifJUg LETTER IS RECEIVED VyiTHjN 30 DAYSOF REQUEST'BY THE APPLICANT, THE APPLICANT my SyBMIT A "SWORN OR AFFIRMED StATEMENT THAT tHE APPLICANt'S OPERAtlON IS INGOOD STANDING witH THE REGULATORY AGENCY.
/ APPENDIX 43;; PROVIDE AN ORIGINAL PAYMENT BOND OR AN ORIGINAL IRREVOCABLE LBL LER .OF .CREDIT THAT,INCLUDES, A.;PRAW, CERT|FICATE1, AT THE- .MANDATORY •ARPLICANT'S, OPTION, GUARANTEEING'THE',A_PPU.CANT"S. PAYMENT'OF THE:^SLpT MACHINEjLfCENSE FEErREQUIREDBY §1209 (FpR CATEGORY 1 AND 2) A^P §1305 1^ (CAtEGpRY. 3)pF.THE,G_AMING ACT! W- • / ;App,ENpix,44; PROVIDE A CHARt OF EXISTING GAiviTNG-.SERViCE RROVibERS* INCl-UpiNG THE.NAMJ,, ADDRESS; PHONE AND TAX.'lpENtlRICATIpN NUMBER-OF^ THE MANDATORY -y^^^x/ RGCB-CA-0912- 17 Initials GAMING SERVICE PROVIDERS, TYPES OF GOODS AND/OR SERyiCES PROVIDED BY THE GAMING SERypE: PROVIDERS;. TOTAL DOLLAR AMOUNT OF BUSINESS WIJH GAJWJNG SERVICE PROVIDERS'INTHE PASTTWELVE (12).M0NTHS AND TOTAL pOLli^^R AMOUNT Of BUSINESS Exl^ECTED TO BE CONpUCTED WITH GAMING SERVICE RROyiDERS IN THE NEXT TWELVE'(12) MONTHS.
* GAMING SERVICE PRoy|DERS is pEFiNEp,iN,58 RA-CopE §401A.3.
APPENDIX 45; PROVIDE A SUMMARY OF ALL PERSONS WHO HQLD.AN;PWNERSH|P OR 0 .OTHER BENEFICIALINTEREST IN THEAPPUCANT ANDANYISUCHINTERESTINANYP MANDATORY- "its PRiNCiPAL.AFFILIATES OR' PRINCIPAL ENTITIES'REQUlREp^Tp BE' LICENSED' OR ;pERMltTEb IN PENNiSYLVANIA; PROVIDED; HOWEVER, IF-ANY OF THE:ENTItlES}ARE. ;PUBLICLY tRADED,„ONLY (NTERESTS;EQUAL TO.OR.EXCEEDING FIVE;PERCENT MUST ;BE^DISCLOSED. OWNERSHIP ;iNtERESt SHOULD BE RROVIPED.IN A .MANNER; CpNSIStENT VyitH'THE;;GlVVNERSHIP: iNtEREST REPORT^;FPUND;PN tHE BOARD'S JA/EBSlt£JJNDERXlCENSURE/BEiiORTAANDj3ENERAL.lNF.ORMAtlQN;
-CATEGORY T APPLICANTS ONLY-
D ARPENDIX.46: PURSUANT TO §1'308(C) OFTHE.GAMING ACT tHE BOARD ANDTHE, •COMMISSIONS SHALL NOT CONSIDER ANY'APPLICATION FOR'A i!lCENSE IF'THE CATEGORY 1 APPUCANT OR ANY PERSON AFFILIATED WitH OR ;pi'RECti;Y' RELATED TO 'fi-IE APRLICANTpNLY .APPLICANT'IS A PARTY INANY;0NG01NG ClVfL/PROCEEblNG' INrvyHICH THE^PARTY IS SEEKING TO OVERTURN OR OTVERWTSECHALLENGEAiDECISIoi^" OR OROER O.F THE^ BOARD OR COMMISSIONS PERTArNINGTO THE'^PPROVAL, DENJALPR.CONDITIONING; OF A UCENSE T0;C0NbUCt'-tH0R6UGHBREb,bR HARNESSiHORSEiRACE MEETINGS^ RESPECTIVELY WfTH PARirMUtUEL WAGERiNG OR tQC)PERATE SLOT MACHINES.
Is THE APPLICANT OR AFFILIATED PERSON A PART'-T tO ANY ONGOING: CIVIL PROCEEDINGS SEEKli^G TO OVERTURNADECISlbN ;6R.o""RbER OF THEl BOARD OR COMMISSIONS? IF YES; THE BOARD MAY'NO'T "cbNSFbER'THEAPP'UCAribN. IF^NO, PROVIDE A StAtEMENT ASSERTING THATTHE APPLICANTisW^^ BpARD OR COMMISSION'S DECISION OR ORDERS..
D APRENDIX.47: PROVIDE,A vERiPiCAtJQN FROM THE HORSE RACING GpMMjssipN: OR tHE [:lARNESS RACING COMMISSION, STATING THAT tHE; APRLlCANt HAS' SATISFIED THE LICENSE EUpiBILITYREQUIREMENTS UND^ER:§l3p2m .GAtEGpRY, ,1 ACTJRELATINGTOCONDITIONAL/GATEGORY'f SLOT MACHINE'L1CENSE)AND THAT APPLICANt ONLY' THE APPLICANT SATISFIES tHE;LiyE RACING REQUlR_EMENTS,iUNpER;§1303 OF THE GAMINGACT.
.D " APPENDIX 48; PROVIDE A stATEMENt OEtAiLiNG THE APPLICANT'S, REGULATORY HISTORY AS A/LiCENSEb RACING ENTITY UNDER tHE JURlSDICtlON OF THE CATEGORY 1 PENNSYLVANIA HORSE: RACING COMMISSION OR StAtE HARNESS' RACING APPLiCANtONLY' COMMISSION, (NCLUD(NG THE APPLICANT'S' HistoRY OF SUITABILITY AND COMPLIANCE WITH THE RACE-iHORS^E INbUSTRY>EFORiVl ACT THE RACE TRACK ANDNONRRIMARY LOCATIONS ANb tHE'C.ONbUCT OF PARI-MUTUEL WAGERING.
n, ARPENDIX,49: PROVIDE A DETAILED PLAN FOR THErMAFJAGEMEr^jTOF ACCOUNTS CREAtED FROM FUNDS ALLOCAtED UNDER §1.406^bF tHE GAMINGAGT (RELATING CATEGORY 1. to DISTRIBUTIONS FROM PENNSYLVANIA RACE HORSEiDEVELopM^^^^ APPLICANT ONLY
D App^ENDix 50; PRoyiDE A DETAILED PLAN FOR THE MANAGEMENT'AMP .USE OF. BACKSIDE AREA IMPRpVEMENT AND MAINtENANCE ACCOUNtS' UNDER' §1404 OR CATEGORY 1 tHE GAMING ACt (RELATING TO piStRJBJJTION FROM; LICENSEE'S REVENUE APPLICANT ONLY RECEIPTS).
PGCB-CAT0912: Initials CATEGORY 3 APPLICANTS ONLY
D APPENDIX 51; PROVIDE.A STATEMENT DETAILING THE PRpposEp PLANS AND • LOCATION OF THE UCENSED FACILITY.AND EXPLAIN HpyV THE FACILITY WILL BE LOCATED AT A WELL-ESTABLISHED RESO_RT HOTEL (AS DEFINED. IN BOARp REGULATIONS).. INCLUDE A STATEMENT OF THE NyMBER OF ROOMS 'UNp.ER COMMON OWNERSHIP; AND HOW EACH ;RppM |S :HELD, LE. NON-DEEDED TIME SHARE, DEEDED TIMEjSHAREAND'.STANDARD'HpTEL RpOM. .ALSO INCLypE;lN THE CATEGORY 3 STATEMENT A LjST OF THE SJJBSTANTIAL YEAR-ROUND: RECREATIONAL GUEST APPLICANT ONLY AMENITIES OFFERED. THE STATEMENT MUST ALsp^DJMpNStRAtE COMPLIANCE WITH THE pEpGRAPHICAL^ REQUIREMENtS OF',§T305^ tHE QAMING Acf (RELAtING to CAtEGORY 3 SLOT,MACHINE LICENSE*), VyHICH,;RROVipES-THAT,Np CAtEGbRY 3 LICENSEE SHALL.BEXOCATED WITHIN 15 L[NEAR,|y]ILES OF ANOTHER LICENSED FAcklTY.. . , " LJ APPENDIX 52; PROVIDE.DocuMENTATioNTO THE BOARD PROVING-THAI IHE" AppUCANt IS tHE OWNER'OFFTHE WELLrEStABllSHEp RESORT HOTEL OR>IS-A GATEGORY^3 WHOLLY^OVVNED SUBSIDIARY•.OP'THE:OVyNER OF'tHE^VVELVEStABU APPUCANt'ONLY HOTEL.
a ARPENDix 53';; PROVIDE A STAtEMENt bEtAiLiNG tHE,APPLICANT'S PRpppSED AMENItlES PLAN. "EXPCAIN THEfA^yIENITIES;tHAT THE APPLICANT INTENDS TO MAKE CAtEGpRY3 AVAILABLE ATTHE RESORt'HOTEL ANDTHE COSTS-iOF THE AMENITIES TO PAtRONS APRLlCANt ONLY OFTHE RESORT "HOTEL; .
0 APpENplX:54y PRpyipEA;PRqPpSEpFEE;SCHEDULEiFORi^ ATTHEVyELL-EsfABUSHEp.J^ESORTAJ^^^^ GAtEGORY'3; THE pEFI_N|'TjqN; OF NONTDE- MINT^^^ CONSIDERAJIO'N (AS bEFlNED IN BOARD APPLiCANtONLY iREGULATIONS). JHE' FEE' SCHEDULE; SHOULD INCLlJOErPRpPOSEb FEES- FOR. • SEASONAL OR YEAR-ROUND MEiyiBERSHIPS.
d APPENDIX 55: PROVIDEA PLAN DETAILING HQW THE,APRLiCANJi AS^PART OF ITS- OPERATIONAL RLAN, WILL, MONITOR. THE'GAMING AREA. TOl.ENSURE •COMPLIANCE; WITH REGULATIONS RELATING TO SELFTEXCLUSION;' PERSONS REQUIREDi'TO BE. • EXCLUDED AND'UNDERAGE:GAM|"NG AND tHAT;ONLYtHE;pOLLpWINGPERSpNS^AR^ • pERMi 1 1 ED TOiENtER tHE^GAMING AREA; (1 ))REG!StEREprOyERNIGHT,GUESTS; (2): ;pAtRdNSpF.ONE"0RMGREAMENJTI£S:(ASPAtRpN^0F'THEA^ CAtEGpRY'3; BOARD REGULATIONS); (3) AUTHORIZED EMPLpYEES; (4).,ANY :OTHER,,PERSONS? APPUCANTONLY AUTHORIZED Br THE BOARp; THE^ ^LAN SHOULD' INCLUDED METHODS FOR; CpNtRpLLING. ACCESS TO-THE'GAMING; FLOOR BY THOSE, INDIVIDUALS HOLDING' yAUp.,S&^SONAL-OR.YEAR-RpUNpMEMBERSH[PSjAN^^^ SEEKING To ACCESS THE GAMING FLOOR^WITHIN 72 HOURS iOP THE! USE^pF'THEt AMENITY.
/ •A^^ PGCB-CA-0912 Initials C/5 Ci n a c cn
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Clifford - Sr. Vice President, Finance and Chief Financial Officer REDACTED Dates: From 2001 To Present Robert S. Ippolito - Vice President, Secretary, and Treasurer REDAaED Dates: From 2001 To ' Present Jordan B. Savitch - Sr. Vice President and General Counsel REDACTED Dates: From 2002 To Present Penn National Gaming; Inc, - Category 2 Application - Pliiladelphia - PAGaming Ventures, LLC Directors: Peter M. Carlino (information listed above) Harold Cramer REDACTED Dates: From 1994 To Present Wesley R. Edens REDACTED Dates: From 2008 To Present David.A. Handler REDACTED Dates: From 1994 To Present John M. Jacquemin REDACTED Dates: From 1995 To Present Robert P. Levy REDACTED Dates: From 1995 To Present Barbara Z. Shattuck REDACTED Dates: From 2004 To Present Saul Reibstein REDACTED Dates: From 2011 To Present ' - » ,'cr 0 ^ 00 ^'^ _ ' E' a Cn"O. u. 0 0 1 UJ to 0 r $• 11 .^ T" -^ — 3 1 ^* o 3 1 1 ' 3 J \^ 3 --^ 1 i 2' ts JO to X D 0 CK < z ' 1 L- 1. 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Ownership and Control 09^30/2012 1 i 1 REDACTED Owners and Associated Pei^ons Common Stock Cariino, Peter M. Jordan Savitch Ippolito. Robert S. Levy. Robert P Cramer, Harold Handler, David A ' Jacquemin, John M. Stiattuck Barbara Wesley Edens Saul Reibstein Clifford. William Timothy Wilmott Thomas Burke John Finimore Steven Snyder JaySnowden. The Carlino Family Trust Gary Gilbert Trust BAMCOi Inc Harris Associates L. P. Ali other sharchoWers of publicly traded stock, each holding less than 5% ov/nership Total Common Stock (July 26, 2012 per lOQ) . Series B Redeemable Prefeired Stock FIF V PFD IXC (Fortress) CentertJTldge Capital Partners, L P. Cenlerbridgo Capital Partners Strategic, L P. Centefbridge Capita! Partners SBS. L P. Wachovia Investment Holdings, Inc. | i Total Series B Redeemable Preferred Stock 1 Pagel • ( IK n UJ CU D: X , ! £ ! i 1 tu LU' O .1 3 cn X -D O zZ o f-' 1l i IU WHE T ICANT . 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LlJ- ' o O, , iJ mi" ^ s ^ 5 2J Z^F' , . < ^ (_j £ 1 j Qz' z z• ' z z o •t o < F z F z .< o ' < o: ,z Diiy o I 1 1 i t" UJ UJ —I *^ r 0; a. ro i , CM .0 3 1 •D i • ^0 (J i CO •TJ" i 0 1 1 '-0 1 E<3 z 2 UJ*- o , OL 1 III 2 u ra 01 1 < < i 1 j 3 — Z ^0 D f tu D 1 o n) 2:0 •n u tll w 1 p 0 11 s o lil S bCL X 3 a' z 3 i < < o tj ro < a. 01 , < tL IU 1 • 11 HI 1 I- :^"i to X tr 1 < < < < 1.. CJ J. 0 u u. o 5 a u. D tl. D < ;^.x. f [U lU o o X I O u 3 111 HI AL- il — 5 2 C5 CL < 5 i < < Z < ! 2 _ a 1 Z Z z 1 SCHEDULE 25. LITIGATION See also confidential note and explanation set forth in Appendix 7. 1. Belle of Sioux City, L.P. v. Missouri River Historical Development, Inc.; No. CL 126161; Polk County, Iowa; additional parties are Penn National Gaming, Inc. and Sioux City Entertainment, Inc.; Breach of contract 2. Board of Cherokee County Commissioners v. Kansas Penn Gaming, LLC and Penn National Gaming, Inc.; No. 08-C 1363; Shaw/nee County, Kansas; Breach of Contract 3. Kansas Penn Gaming, LLC and Penn National Gaming,- Inc. v. Board of County Commissioners of the County of Cherokee, Kansas, No. 13-CV-02038 SCA-KGS; USDC Kansas; breach of contract 4. Branecki Family Limited Liability Company, LLC v. Penn Bullpen No. 12CV ; additional party Penn National Gaming, Inc.; breach of contract 5. Judith A. Weiser v. CRC Holdings, inc.; No. 11-13337 CA 42; ll*'' Judicial Circuit Court Florida; additional parties Donald Lefton and Penn National Gaming, Inc.; breach of contract 1 I •"l i- Q til 1 H ^-^^^^s Z 1 o i- a. 8 , PRO ' i ^ RUPTC V o iC UJ K Q z o CL' tu =3 tu C ^ s CM UJ I O it CNJ s tn eg tu. i CL if in z: 5 CL UJ. •- 0. a X ,:.- liJ LJJ a z UD" UJ o z H p S p d o ^ i ^ CNJ m^ " O z; Q 5O' Qz S p UJ 5 Q- 0) •a—tn- "CO" z K D c UJ CD 3! " o to UJ, CO X. 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CL Pennsylvanifi Gaming ControlBoard Licensed Entity Representation Registration A Ucensed Entity Representative includes any person acting on behalf of or representing'the interest of anyapplicant, licensee, permittee or^registrantjihcluding but not limited to an attorney (outside counsel representing the applicant/licensee), agent or lobbyist regarding any "matter which may reasonably be expected to come .before the Pennsylvania Gaming Control Board ("PGCB"), Please include representatives from.Iaw finris/public relations firms, representatjves from government relations firms and traffic experts. If any law finns were subrcontracted, individuals from these-fmns who directly represented the applicant/licensee rhust also ccifnplete this form. NAME: FIRM: ADDRESS: CITY: STATE AND ZIP CODE: TELEPHONE: ENTITY REPRESENTED: Pursuant to 4 Pa.C.S., §1202.1(b), 1 am feciuired to register-as a licensed entity representative with^the PGCB. \ have an ongoing-duty tbregularly update this.information and failure todp so could subject my firm and rne tpa penally. 1 also acknowledge that bysigning this document,;all infom-iatibn contained "herein will be made available'for review by the public and that'such infon-nation will be;posted on the. PGCB wcbsite-pursuaiit to 4 Pa.C.S., §1202.1(3). SIGNATURE: TXIVO Uulo^ DATE: ll/isk PGCB-CA-0912 65 PENNSYLVANIA POLITICAL CONTRIBUTIONS FORM IN THE CHART BEL0W„PR0V1DE THE REQUIRED INFORMATION FOR ALL POLITICAL.CONTRIBUTIONS. MONETARY OR IN-KIND, TO A CANDIDATE FOR NOMINATION OR ELECTION TO ANY PUBLIC OFFICE'IN THIS-COMMONWEALTH, OR TO ANY POLITICAL COMMITTEE OR STATE PARTY !N THIS COMMONWEALTH OR TO ANY GROUP, COMMITTEE OR ASSOCIATION ORGANIZED IN SUPPORT OF ANY SUCH CANDIDATE, POLITICAL COMMITTEE OR STATE PARTY ON OR AFTER THE DATE YOUR ENTITY'S APPLICATION WAS SUBMITTED TO THE PEVNSYlVANiA,GAMiNG CONTROL'BOARD (BOARD). THE APPLICANT OR LICENSEE MUST List POLITICAL coNTRiBUTidNS BY ITS. AFFILIATES, INTERMEDIARIES; SUBSIDIARIES; HOLDING COMPANIES.^ PRINCIPALS AND KEY EMPLOYEES WHO HOLD SIMILAR GAMJNG LICENSES IN OTHER JURISDICTIONS. DO NOT INCCUDE CONTRIBUYIONS TO CANDIDATES FOR FEDERAL OFFICES ORTO COMMITTEES OR GROUPS ORCSANIZED SOLEIY IN SLJPPOFtT OF^ FEDERAL CANDIDATES; Ip THERE IS MORE THAN ONE CONTRIBUTION TOTHE SAME CANDIDATE.POLITICAL COMMITTEE, STATE PARTY, ETC., SEPARATE ENTRIES MUST BE LISTEDFOR EACH CONTRIBUTjON: NOTE: IF YOU NEED SPACE FOR ADDITIONAL ENTRIES, PLEASE MAKE APPITIONAL.COPIES OF THIS FORM. NAME J^ND ADDRESS OF THE CANDIDATE, POLITICAL COMMITTEE. DATE OF ORSTATE PARTY, OR GROUP, CPMIWITTEE OR AsspciATipN: AMOUNT OR VALUE OF CONTRIBUTION ORGANIZED IN SUPPORT OF SUCH CANDIDATE, POLITICAL CONTRIBUTION GOMMPTTEE OR STATE^PARTY' I^CfiA. / L.^T1 UL uhija^ SIGNATURE OF CEO/AUTHORIZED SIGNATORY DATE SIGNED Jfim^l'1^ ^Us^lflMMO PRINTED NAP OF GEe/AUTHORIZED SIGNATORY - TlTL^ 'IF A PERSON OTHER THAN THE CEO OF THIS ENTITY IS DESIGNATED TO EXECUTE'THIS DOCUMENT, THE BOAFtD'MUST BE PROVIDED WTTH A RESOLUTION OR AIJ AFFIDAVfT. CERTIFIEOAS TRUE AND CORRECT^ ipENfifYING.THElNpiVlDUAL SO DESIGNATED. AUTHORIZING THAT INDIVIDUAL TO EXECUTE THE DOCUMENT ON BEHALF OF BOTH THE ENTtTY AND THE CEO. PGCB-CA-0912 67 Inilials ^ X Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures^ LLC Appendix 1 Description ofthe business currently performed and the business intended to be jjerformed in the commonwealth. This information must be .specific and must be organized around the topics shown in schedules 31 and 32. Additionally, a/jplicant must indicate the relationship between it and its affiliated entities as it relates to the business intended to be performed in the commonwealth in the form of an organization chart with a narrative description. Description of Present Business in the Commonwealth The Applicant Penn National Gaming Inc. is a large diversified owner operator of casino and pari-mutuel racing facilities with 29 such properties in 19 separate jurisdictions. Its corporate headquarters is in Wyomissing. Pennsylvania. In Pennsylvania, the Applicant; through its Pennsylvania National Turf Club, Inc. and Mountainview Thoroughbred Racing Association subsidiaries operates a thoroughbred racing track and casino in Grantville Pennsylvania as well as several 0TB facilities throughout the state. Description of Competitive Conditions The Applicant operates casinos and racing properties in many different jurisdictions. The level of competition varies by property location. Generally, competitive pressure at many of Penn National's casino properties has been increasing^ as more and more states legalize or expand gambling and/or increase gaming ta,\es. The Applicant's Grant\'ille, Pennsylvania based Hollywood Casino at Penn National Race Course has shown consistent revenue growth since it opened in February of 2008. The recent business recession has negatively impacted the earnings and ability to borrow for many gaming companies which has caused many of them to have trouble meeting financial obligations. Penn National Gaming with its diversified operations and disciplined management is considered to have one of the best balance sheets in the gaming industry and has weathered the current recession well. The enterprise has and will continue to meet ongoing competitive challenges through superior customer service and continued investment in propert)' upgrades and expansions. Penn National's horse and greyhound racing operations face competition from other racing operations as well as from casinos, lotteries and other forms of entertainment. In general, the racing operations at Penn racetracks and most" other racetracks around the countiy have seen a general downturn in business which has only been marginally offset at some properties by purse subsidies provided by casino operations. This is primarily caused by a historical shift of customer preference away from racing and towards other forms of entertainment. Penn National remains committed to its racing operations and has invested significant capital in improving the facilities it operates. ^ Principal Products Produced and/or Services Rendered The Applicant, Penn National Gaming, Inc.-("PNG") is in the business of operating casino and racetrack facilities throughout the United States and Canada. I Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC annual EBITDA (earnings before interest depreciation and ainortization) generated by the company's casino and horse racing operations totaled over $730 million. Penn National Gaming, Inc. is one ofthe largest most diversified gaming companies in the world and has the intemal resources, experienced executives and technical stafl' necessary to operate any gaming facility in the world. It continually seeks out new business opportunities in the casino and racing industries. Relationship between Applicant and its affiliated entities as it relates to the business intended to be performed in the commonwealth in the form of an organization chart with a narrative description. The applicant provides general corporate support lo its operating casino and racing subsidiaries. Support includes construclion services, financing, marketing assistance, information teclinology services, inlernal auditing oversight, compliance and licensing support, legal services, accounting support and oversight, and purchasing support. The Applicant is the 33.33% co-owner of PA Gaming Ventures, LLC. PA Gaming Ventures. LLC will be the licensee for the proposed Philadelphia casino facility. See Appendix 18 for an organization chart showing the relationship of the parties involved with Hollywood Casino Philadelphia. Penn National Gaming, Inc. - Categon,' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 2 Description of any former business engaged in during the last ten (10) years and the rea.sonfor cessation ofthe business. REDACTED Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 3 Description ofall bonus, profit sharing, pension, retirement, deferred compensation and similar plans. This information must he provided in addition to the information provided in Schedule 8. REDACTED Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Ganiing Ventures, LLC Appendix 4 Description of long term debt. This information must be provided in addition to the information provided in Schedules 12 and 13. See Appendices 10 & 11 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC APPENDIX 5 Description of other indebtedness and security devices. This information, must be provided in addition to the information provided in Schedules 14 and 15. See Appendices 10 & 11 c Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC other full value stock award, will be counted as issuing 2.44 shares of Common Slock for purposes of detennining the number of shares available for issuance under the plan. Any awards that are not settled in shares of Common Stock shall not count against this limit. At December31, 2011, there were 2,929,655 options available forfuture .grants under the 2008 Plan. Stock options that expire between Januaiy6, 2012 and October 11, 2018 have been granted to officers, directors and employees to purchase Common Stockai prices ranging from $7.95 to S61.82 per share. All options were granted at the fair market value ofthe Comrhon, Stock on'the date the options were granted. The Company issues new authorized common shares;to satisfy stock option exercises as well as restricted stock lapses. 1 he following table contains information on stock options Issued under the plans for the three-year period ended December 31,2011: Weigh [ed-A% eragc Remaining Number uT We [{ill 1 ed-A V e ra ge Confractimi Aggregate Option Shnrcs ExiTtise Price Term (in years) Inlriitsic Valiic (in thou$and>i) 1 Outstanding at December 31. 2008 8.804.578 $ 28.27 6.30 $ 17.6771 Granted 1,849.375 22:32 1 Hxcrcised (491.078) 11.06 1 Canceled (196,750) 32.27 1 Outstanding at December 3L 2009 9.966;I25 S 27.83 5.67 S 33.038! Granted 1.868,500 27.19 1 E.\ercised (823.056) 13:96 Canceled (177,1.25) 28,84 1 1 Outslandins at December 31.2010 10.834.444 $ 28.75 5.16 s 76.807.1 Granted .1,631.000 35.47 1 B.\ercised (695:915) 24:02, 1 Canceled (161,500) 26.96 1 Outitaridineat December 31, 2011 11,608.029 s •30.00' 4.53 s 100.3371 Included in the above are Common Stock options that were issued in 2003 to the Company's Chainnan outside of the Company's stock option plans. These options were issued at $7.95 per share, and are exercisable through February 6, 2013. At December 31, 2011, 2010 and 2009, the number of these Common Stock options that were outstanding was 23,750. The weighted-average grant-date fair valueof options granted during the years ended December 31, 2011, 2010 and 2009 were SI6.68, $12.92, and $8:91, respectively. Exercisable at December 31, Numberof Option Shares • U'cightcti-Average Exercise Price 2011 J:i90,i54_ 30.261 2010 .6,586,882 29.85 2009 J,S72J51 "27.411 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $9.5 inillion, $15.1 million, and $8.4 million, respectively. At December 31, 2011, there were 7,490,154 shares that, were exercisable, with a weighted-average exercise price of $30.26, a weighted-average remaining contractual term of 4.08 years, and an aggregate intrinsic value of S64.7 million. The following table summarizes infomiation about stock options outstanding at December 31, 2011: Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Exercise Price Ronpc Total 57.95 to S29J4 to S35.75 lo S7.95 to 529.22 S35.15 SG1.81 S61.82 OulstandioK.o plio n_s_ Number outstanding 5.559,390 "4,484.390 1,564.249 1 1,608,029 _\V.gifih[ed;average_remaimng conUactual life (years) 3.75' 5.30 5.13 ~4JT\ \VcigiHed-ave_rage exercise price 24:66 32.63 .41.48 30.00 E.\ercisahie options Number outslandin" 3,457,765 2.628.140 1,404.249 7.490.154 I Weiglited-average exercise pjJ£e_ 24.48 1.68 41.82 i0.'26 The following table contains infonnation on restricted stock awards issued under the plans for the three-year period ended December 31,2011: Numberof Award Shares 1 OulslaiidinK at December 31. 2008 380.000 I Awarded 332.690 1 Released f 160,000) Canceled — 1 1 OutstancIiiiE at December 31. 2009 552.690 1 Awarded i65.1!0 1 Released (203.734) Canceled (20,000) 1 1 Oiilstandine at Decemberjl, 2010 494.066 1 Awarded 97.005 1 Released (234.772) Canceled (1,010) 1 Outstanding at DcceinberjJ. 20U 355.289 Compensation costs related to stock-based compensation for thelyears ended December3L 2011, 2010 and 2009-totaled $24.7 million pre-tax ($17.8 million after-tax), $26.0.mi!lion pre-tax ($19.1 million after-ta.x) and $28.4 inillion pre-tax ($20.9 million after-tax), respectively,-and arc included within the consolidated statements of operations under general atid administrative expense. At December31, 2011 and 2010, the total compensation cost related to nonvested awards not yet recognized equaled $40.1 million and $37.2 million, respectively; including $34.2 million and $30.1 million for stock options, respectively, and $5.9 million and $7.1 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years. Beginning in the fourth quarter of 2010, the Company issued cash-settled phantom stock unit awards, which vest over a period up to five years. Cash-settled phantom stock unit awards entitle employees and directors to receive cash based on the fair value ofthe Company's.Common Stock on the vesting date. These phantom stock unit awards are accounted for as liability awards and are rc-measured.affair value each „ reporting period until they become vested wilh compensation expense being recognized over the requisite service period in accordance with ASC 7i8-30 "Compensalion—Stock Compensation, Awards Classified as Liabilities." As of December3L 2011, there was $5.9 million of total unrecognized compensation cost that will be recognized over the grants remaining vesting period. For the years ended Decembcr31, 20! 1 and 2010, the Company recognized $2.1 million and S0.4 million, respectively, of compensation expense associated with these awards. Additionally starling in 2011, the Company issued stock appreciation rights to certain employees, which vest over a period of four years. The Company's stock appreciation rights are accounted for as liability awards since they will be settled in cash. Tlie fair value of these awards is calculated.during each reporting period and,estimated using the Black-Scholes option pricing model based on the various inputs discussed previously. As of December 31, 20! I, there was $5.2 million of tolal unrecognized compensation costthat will be recognized over the awards remaining weighted average vesting period. For the year ended December 31, 2011, the Company recognized $1.4 million of compensation expense associated with these awards. APPENDIX 7: CONFIDENTIAL LITIGATION LIST PRIVILEGED AND CONFIDENTIAL Appendix 7: Description of Existing LitJRation. This information must be provided in addition to the information provided in Schedule 25. REDACTED 8 Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 8 Audited financial statement for the last fiscal year. If the Applicant does not normally have its financial statements audited, attached unauditedfinancia l statements. Applicant's audited financial statements for the last fiscal year is located in the Applicant's annual IOK.filing. A copy of that filing is located on the enclosed disc title "SEC Documents", titled Appendix #9 - 1 OK for Deceinber 31, 2011. This document along with all other Penn Nationai SEG filings can also be found at the Applicant's website, pngaming.com (click on "Investors", theri "Financial Info", then "SEC Filings''). Penn National Gaming, Inc.-Category 2 Applicaiion - Philadelphia-PA Gaming Vennires, LLC Appendix 9 Audited financial statements for the last five (5) years. If the Applicant does.not normally have its financial statements audited, attached unauditedfinanciahstatements. Audited financial statements for the lasl five years are located in the Applicant's annual IOK filings. The 2011 IOK filing is located on the enclosed disc titled "SEC Documents" under file name ''Appendix #P - IOK for December 3f 201 V\ This document along with all other Penn National SEC filings, including all IOK filings which contain annual financial statements, cari also be found at the Applicant's website, pngaming.com ,(click on " Investors", then "Financial Info", then "SEG Filings"). Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 10 Annual reports for the la.st five (5).years. The Arinual Report for 2011 is the same as the IOK filing for 2011 which is located on the enclosed disc titled "SEC Documents" under file name ''Appendix #P - IOK for December 31, 201 r. This document along with all other Penn National SEC filings, including ali annual report filings can be found at the Applicant's website, pngaming.com. (click on "Investors", then "Financial Info", then "SEG Filings"). Penn National Gaming, Inc. - Category 2 Application - Philadelphia- PA Gaming Ventures, LLC Appendix 11 11A - Annual reports prepared on the SEC's IOK for the last five (5) years. Annual reports prepared on the SEC's. IOK for theTasl five years are located ih the Applicant's annual IOK filings. The 2011 IOK filing is located on the enclosed disc titled "SEG Documents" under file name "Appendix #P - IOK for December 31. 201.1". This document along with all o.ther Penn National SEC filings, including all IOK filings which contain amiual financial statements, can also be found at the Applicant's website, pngaming.com (click on "Investors"^then "Financial Info", then "SEC Filings"). 11B - Copies ofannual or quarterly filings for the last five (5) years required under the. laws ofa regulatoiy agency of another country. Not Applicable Penn National Gaming, Inc. - Categon,' 2 Application - Philadelphia - PA Gaming Ventures, LLC i^«ltii Appendix 12 A copy ofthe last quarterly unaudited financial statement. Does not apply to Applicant. Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 13 A copy or copies ofany interim reports. Does not apply. Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 14 A copy ofthe last definitive Proxy or informaiion statement (SEC). The last definitive Proxy or information statement is located on the enclosed disc titled "SEC Documents" titled "Appendix l4-Proxy Statement filed 4-30-12". Note tliat at the back of this file wc have added SEC filings made for Additional Proxy Soliciting Materials that were filed on 5/25/12 and 5/29/12 on form DEFA14A. This document along with all other Penn National SEC filings can also be found at the Applicant's website, pngaming.com (click on "Inve.stors" then "Financial Info", then "SEC Filings"). Penn National Gaming, inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 15 A copy of all registration statements for the last five (5) years filed in accordance with the Securities Act of J 933. Within the last five years the following Registration Statements have been filed with the SEC:: o Form S-8 Filed September 7, 2011 o Form 424B3 Filed May 6,2010 o Form S-4/A Filed April 30, 2010 o Form S-4 Filed January 25, 20 iO ' o Form S-8 filed March 4, 2009 o Form S-3ASR filed December 30, 2008 These documents along with all other Penn National-SEC filings can be found at the Applicant's website, pngaming.com (click on "Investors", then "Financial ln±b", then "SEC Filings"). Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 16 Copies ofall other reports prepared in the last five (5) years by independent auditors ofthe Applicant. .1 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 17 Certified copies of the Articles of Incorporation, Charter, Bylaws, Partnership Agreement or other official documents and all amendments andprojjosed amendments. Please see the attached Appendix 17 - Articles of Incorporation andBylaws for Applicant. I.IVEDGAJP^ PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page I of 25 View Document PENN NATIONAL GAMING INC 8-K'EX-3.1, EX-3.1 filed 11/18/08 View I Email I Eunl I Sgye DFleview Settings AcftH to WorHUgt 8-K ITEMS View Filing Filing Values Filed under the The Securities Exchange Act of 1934 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PENN NATIONAL GAMING, INC. (a PeDnsylvania cbrporation) Effective as of May 26,2004 Lastrevised November 12,2008 ARTICLE I Offices Section l.QL Registered Office. The registered office of the corporation in the Commonwealth of PermsyIvania shall be at Wyomissing Professional Centcrj-825 Berkshire Bouievard.Suite 200, Wyoniissing.Fennsytvania 19610, until otherwise established by an amendment to the Articles of Incorporation (as amended,;the "Aiticles") or by the board of directors and a record of such change is filed with the Department of State in die manner provided by law. Sectton 1.02. Other Offices. The corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the board of directors may from time tb time appoini or the business ofthe corporation may require. ARTICLE II Noiice - Waivers - Meetings Generally Section 2.01. Marmer of Giving Notice. (a) General Rule. Whenever written notice is required lo be given to any person under the provisions ofthe Pennsylvania Business Corporation Lawof 1988 (as amended ffom time (o time, the "Business Corporation Law") or by the Articles or these Bylaws, il may be given to the person: (i) by personal delivcry„(ii) by facsimile number, e-mail or other electronic communication to his or her facsimile nuinber or address for e-mail or other electronic communicarions supplied by him or her to the corporation for the purpose of notice, or (iii) jjy sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, to the address (or to the telex or TWX number) of tlie person appearing on the books ofthe corporation or, in the case of notice to be given to a director, to the address (or to the telex or TWX number) supplied by the director to the coiporation for the purpose of notice, if the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to tlie person entitled thereto when deposited in the United States nail or wilh a telegraph office or courier service for delivery to that person or, inlhecaseof telex or TWX, when dispatched. Notice given by facsimile transmission, e-mail or olher electronic communication shall be deemed to have been given to the person entitled thereto when sent. A notice of meeting shall specify the place, day and hour of the meeting and any olher information required by any other provision of the Business Corporation Law, the Articles or these Bylaws. hltp://yeilow.gsionline.coiii/MDOCFTLE.html?SESSION==8BTRMR..&Pr-l&ACC£SSNO==000U0465... 11/29/2008 UVEDGAR PENN NATIONAL GAMING INC; 8-K. - EX-3.1 filed 11/l 8/08 Page 2 of 25 (b) Adjourned Shareholder Meetings. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the -meeting at which the adjournment is taken, unless the hitp://yellow.gsionline.com/MDOCFILE.html?SESSION=8BTRMR..&PI=l&ACCESSNO-000110465.,. 11/29/2008 UVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 3 of 25 board fi.xes a new record date for ilie adjourned meetmg, in which event the notice shall be given in accordance with this section. Section 2.02. Notice of Meetings of Board of Directors. Notice of a regular ineeting ofthe board of directors need not be given. Notice of every special meeting of theboard of directors shall be given to each director personally, by telephone, telex, TWX, facsimile, e-mail or other electronic communication, ot in writing at least 24 hours (in the case of notice by telephone, telex;-TWX; facsimile transmission, e-rnail or other electronic communication) or 48 hours (in the case of notice by telegraph, courier service or express'mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the tune and place of tlie meeting. Neither thebusincss to be ti^sacted at, nor the purpose of, any regular or special meeting ofthe board heed be specified in a notice ofa meeting. Section 2.03. NoliceofMeetings of Shareholders. (a) General Rule. Written notice of every meeting of the shareholders shall be given by, or at the direction of, the secretary or other authorized person to each shareholder ofrccord entitled to vote at Uie meeting (and, incase ofa meeting calledto considci- a merger, consolidaiion, share exchange or division, to each shareholder of record not entitled to vote at the meeting) at least (i) ten days prior to the day named for a meeting called to consider a fundamental change under Chapter 19 ofthe Business Coiporation Law or (ii) five days prior to the day named for the meeting in any otlier case. If the secretary, neglects or refuses to give notice ofa meeting, the person or persons calling the meeting may do so. In the case ofa special meeting of shareholders, the nonce shall specify the general nature ofthe business to be transacted. (b) Notice of Action by Shareholders on Bylaws. In thecaseof a meeting of shareholders that has as one of its purposes action onthese Bylaws, written notice shall be given to each shareholder tfiat tiiepurpose , or one of the purposes, of the meeting is to considerthc adoption, amendment or repeal of-thcse Bylaws.. There shall be included in, or enclosed with, die notice a copy of the proposed amendment or a summary of tlie changes to be effected thereby. Section 2.04. Waiver of Notice. (a) Written Waiver. Whencycrany written notice is required to be given under the provisions ofthe Business Coiporation Law, the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time staled therein, shall be deemed equivalent to the giving of the notice. Except as provided in the next sentence, neither the business to be transaciedat,,northc purpose of, a meeting need be specified'in ihc waiver of notice ofthe meetings. In the case of a special meeringofsliareholders, the waiver ofnotice shall specify the general nature ofthe business lobe transacted at the meeting. (b) Waiver by Attenclancc. Attendance ofa person at any meeting shall constitute a waiver of notice ofthe meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of die meeting, lo the transaction ofany business because ihe meeting was not lawfully called or convened. Section 2.05. Modification of Proposal Contained in Noticp. Whenever tiie language ofa proposed resolution i.s included in a written notice ofa meeting required to be given under tiie provisions ofthe Business Corporation, the Articles or these Bylaws, the meeting considering the resolution may without further notice adopt it witli such clarifying or other amendments as do not enlarge its original purpose. http://yeIlow.gsionline.com/MDOCFlLE.htnii?SESSION==8BTRMR..&PI=l&ACCESSNO=000110465... 11/29/2008 l/VEDGAR PENN NATIONAL GAMJNG INC; 8-K - EX-3.1 filed 11/18/08 Page 4 of 25 Section 2.06. Exception \o requirement of Notice. (a) Gener^IRuJe. Whenever any notice or communication is required to'be given.to any person under the provisions of the Business Coiporation Law or by tiie Ajrticles or these Bylaws or,by the terms ofany agreement or other instrument or as a condition precedent to taking any corporate action and communication with tiiat person is then unlawful, the giving of die notice or communication to that person shall not be required. - (b) Shareholders Without Forwarding Addresses: Notice or other communications need not be sent toany shareholder with whom the corporation has been unable to commmiicate for more than 24 consecutive months because communications to the shareholder are returned unclamied or the shareholder has otherwise failed to provide tiie corporation with a current mail or e- mail address or facsimile, telex or TWX number. Whenever the shareholder provides the corporation with a current mail or e-mail address or facsimile, telex or TWX number, the coqioration shall commence sending notices and other communications to the shareholder in tiie same maimer as to other shareholders. Section 2.07. Use of Conference Telephone and Similar Equipment. (a) Any director may participate in meetings of the board,of directors by conference telephone, similar communications equipment or other electronic communications technology in a fashion pursuant to which the directors have the opponunity to.read or hear the proceedings substantially concurrentiy with their occurrence, vote on matters submitted to the directors and pose questions to the participants in the meeting. Directors so participating will be deemed present at the meeting. (b) Shareholders may participate in any shareholders' meeting by conference telephone, similar communications equipment or other elecironic means, including, without limitation, the Internet. Shareholders so participating will be deemed present at tiie meeting. ARTICLE m Shareholders Section 3.01. Place of Meetii)^. All meetings of the shareholders ofthe corporation shall be held at tiie registered office ofthe corporation, such other place within or without the Commonwealth of Pennsylvania as may be designated by the board of directors in the notice ofa meeting, or by means ofthe Internet or other electronic communications technology in a fashion pursuant to wliich tiie shareholders have the opportunity to read or hear tlie proceedings substantially concurrently witii their occurrence, vote on matters submitted to tiie shareholders and pose questions to the directors ofthe corporation. Seclion 3.02. Annual Meeting. (a) The board of directors may fix and designate the date and time of tlie annual meeting of tiie shareholders, but if no such dale and time is fixed and designated by the board,' the meeting for any calendar yearshall be held on tiie fourth Thursday in May in such year. If not a legal holiday under the laws of Pennsylvaiiia, and, if a legal holiday, tiicn on the next succeeding business day, not a Saturday, at an appropriate lime and place designated by the board of directors, and at said meeting the shareholders tiien entitled to vote shall elect directors and shall transact such oUicr business as may properly be brought before the meeting as set forth in Section 3.02(b) below. If tiie annual meeting shall not have been called and held wilhin six montiis after the designated time, any shareholder may call the meeting at any time thereafter. (b) No business may be transacted at an amiual meeting of the shareholders, other than business tiiati s eilher: 3 http://yeUow.gsionlinexoni/MDOCFILE.html?SESSION=8BTRlV'IR..&PI=l&ACCESSNO=000110465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 5 of 25 (1) specificdinlhenoticepfmecting(orany supplement tiiereto) given by or at the direction ofthe board of directors (or any duly authorized committee thereof); (2) otherwise properly brought before the annual meeting by or at the direction of the board of directors (or any duly authorized committee thereof); or (3) otiierwisc properly brought before the armual meeting by any shareholder ofthe corporation who (A) is a shareholder of record on the date ofthe givuig of tiie uoticc of such meeting and on die record date for the determination of shareholders entitled to vote at such annual meeting and (B) complies with the notice procedures set fortii in Sections 3;02(c) and"3.02(d) beiow. (c) In addition to any other applicable requu-ements, for a matter to be properly brought before an annual meeting by a shareholder, (i) such matter must be a proper matter fbr shareholder action under the Business Corporation Law and (n) such shareholder must have owned beneficially at least 1% of the Company's common stock for a continuous period of not less tiian 12 months before making such proposal and have given timely notice thereof in properwrilten form (as set forth in Section 3.02 (d) below) to the secretary of the corporation. To be timel>^, a shareholder's notice to the secretary must be delivered to or mailed and received attlic principal executive offices of the corporation not less than 120 days nor more than 150 days priorto tiic anniversary date of the immediately preceding annual meeting ofthe shareholders; proyidgd, however, that in the event that the annual meeting is called for a date that is not within 60 days before or after such anniversary date, notice by tiie,shareholderi n order to be timely must be so. received not later Uian the close of business on the tenth (lOth) day following the day on which notice ofthe date ofthe annual meeting was mailed. In no event shall the public announcement of an adjournment or postponement of an aimual meeting commence a new time period (or extend any time period) for the giving of a sharcholdeir's notice as described above. (d) To be in proper written form, a shareholder's notice to tiie secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the matter desired to be brought before the annual meeting and the reasons for considering such matter at the annual meeting, (ii) the name and record address of such shareholder, (iii) a representation as to the class or series and number of shares bf capital slock of tiie corporation which are owned beneficially or of record by such shareholder, (iv) a description ofall arrangements or understandings between such shareholder and any other person or persons (including theh names) in connection witii die proposal of such matter by such shareholder and any material inleresl of such shareholder.in such matter and (v) a representation that such shareholder intends to appear in person or by proxy at the annual raeeiing to bringsuch matter before the meeting. In addition, notwithstanding ariylhing in tins Section 3.02(d) to the contrary, a shareholder intending to recommend one or more persons for election as a director at an armual or special meeting must comply with the provisions of Section 4.02 of tiiese Bylaws. (e) No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 3.02; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in thisSe'ction 3.02 shall be deemed to preclude discussion by any shareholder of any such business. If the presiding officer of an annual meeting determines tiiat business was nol properly brouglit before tiie annual meeting in accordance with the foregoing procedures, the presiding officer shall declare to the meeting tiiat die business was nol properly brought before the meeting and such business shall not be transacted. " hltp;//yellow.gsionline.com/MDOCFILE.htnil?SESSION=8BTRMR..&PI=l&ACCESSNO=000ll0465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 6 of 25 (f) Nothing in this Section 3.02 shall be deemed to affect any rights of shareholders to request inclusion of proposals in tlie corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of ,1934, as amended (the "Exchange Act"). Section 3.03. Special Meetings. Special meetings ofthe shareholders may be called at any time by the chairman of the board of duectors or by any four or more directors! The shareholders ofthe cbrporation shall be entitied to call a special meeting of shareholders only lo the extent, if any, expressly provided in the Business Corporalion Law. Section 3.04. Quorum and Adjournment (a) General Rule. A meeting of shareholders ofthe coiporation duly called shall not be organized for tiie transaction of business unless a quomni is present. The presence, in pereon, by proxy or by means of electronic technology, including, without'limitation, the Internet, of shareholders entitied to cast at least a majorityofthe votes that all shareholders are entitled to cast on a particular matter to be acted upon at tiie ineeting shall constitute a quorum for the purposes of consideration and action on the matter. Shares of the corporation owned, directiy or indirectiy, by it and controlled, directly or indirectly, by the board of directors of this corporation, as such, shall not be counted m determining the total numlKr of outstanding shares for quorum purposes at any given time. (b) Withdrawal ofa Quorum. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum. (c) Adjoummeols Geaerallv- Any regular or specialmeetinfi of the shareholders, including one at which directors are to be elected, which caiinot be organized because a quoriim has not attended, may be adjourned for such period and to such place as a majority ofthe shareholders present and entitied to vote shall direct. (d) Electing Directors at Adjourned Meeting. Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quomm, although less than a quorum as fi-xed in this section, shall nevertiieiess constitute quorum for the purpose of electing directors. (e) Other Action in Absence of Ouorum. Those shareholders entitled to vote who attend a meeting of • shaichoiders that has been previously adjplimed for one or more periods aggregating at least 15 days because of an absence of a quotum, although less than a quorum as fixed in this section, shall nevertheless constitute a qiiorumfor the purpose of acting upon any matter set forth in the original notice ofthe meeting if tiie notice states that tiioscshareholder s who attend the adjourned meeting shall nevertheless constitute a quorum for tiie purpose of acting upon the matter. Section 3.05. Action by Shareholders. (a) Except as otherwise provided in the Business Corporalion Law, the Articles or these Bylaws, whenever any corporate action is to be taken by voteoftheshareholdersofthecorporation, it shall be authorized by a majority of the votes cast at a duly organized meeting of shareholders by the holders of shares entitied to vote thereon. Except when acting by consent, as permitted by the Articles and Section 3.05(b), the shareholders ofthe corporation may act only al a duly organized meeting. (b) Any action required or permitted to be taken at a meeting ofthe shareholders or a class of shareholders may be taken without a meeting upon the unanimous consent of shareholders who would have been entitied to vote at a meeting. • http://yellow.gsionhne.coni/MDOCFILE.htnil?SESSION=8BTRMR..&PI-l&ACCESSNO=000n0465... 11/29/2008 UVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 7 of 25 Section 3.06. Organization. At every meeting ofthe shareholders, the chairman ofthe board of directors, or, in the case of vacancy in office or absence ofthe chairman ofthe board of directors, one ofthe following persons present in tiie order stated: the president or a person chosen by the board of directors shall act as the presiding officer. Tlie secretary or, in the absence of both the secretary and assistant secretaries, a person appointed by the presiding officer, shall act as secretary of the meeting. Section 3.07. Voting Riahls of Shareholders. Except as otherwise provided in the Articles or by law, the holders of Common Stock shall have the exclusive voting power.and every holder of Common Stock shall be entitled to one vote for every share of Common Stock standing in the name ofthe shareholder on the books of tiie corporation. Section 3.08. Voting and Other Action bv Proxy. (a) General Rule. (1) Every shareholder entitled to vote at a meeting of shareholders may authon'zc another person to act for the shareholder by proxy. (2) The presence of, or vote or otiieraction at a meeting of shareholders by a proxy of a shareholder shall constitute the presence of, or vote or action by the shareholder. (3) Where a shareholder has named two or more proxies and such proxies arc present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote ofall shares represented thereby the vote cast by a majority of them arid, if a majority of the proxies cannot agree whetiier tiie shares represented shall be voted or upon tiie manner of voting (he shares, the voting ofthe shares shall be divided equally.ainong tiiose persons. (b) Miniinum Requirements. Every proxy shall be executed or authenticated by a shareholder in writing or by the duly authorized attorney-in-fact ofthe shareholder and filed with or tiansmittcd to the secretary ofthe corporation or his or her designated agent. A shareholder or his or her duly authorized attorney-in-fact may execute or autiienticatc a writing or transmit an electronic inessage authorizing anolher person lo act for him or herby proxy. A telegram, telex, cablegram, datagram, e-maiL Internet communication or other means of electronic transmission from a shareholder or attorney-in-faci, or a photographic, facsimile or similar reproduction of a vmting executed by a shareholder or attomcy-in-fact may be treated^as properly executed or autiienticaled for purposes of litis subsection and shall be so treated if it sets forth or utilizes a confidential and unique identiOcation number or otiier mark furnished by the corporation to tiie shareholder for the purposes ofa particular meeting or transaction, A proxy, unless coupled with an interest, shall be revocable at wiU, notwilhstanduig any other agreement or any provision intheproxy to the contrary, but the revocation ofa proxy shall notbe effective until notice thereof has been given to the secrelary ofthe corporation or ils designated agent in writing or by eiecttonic transmission. An unrevoked proxy shall not be valid after tiiree years from tiie dale of its execution, autiientication or transniission unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of tiie maker unless, before tiie vote is counted or the authority is exercised, written notice ofthe death or incapacity is given to the secretary ofthe corporation or its designated agent. (c) Expanses. The corporation shall pay tiie reasonable expenses of solicitation of votes or proxies of shareholders by or on behalf of tiie board of directors or its nominees for election to the board, including solicitation by professional proxy sohcitors and otherwise. htlp://ye1low.gsionlme.com/MDOCFILE.html?SESSION=8BTRMR..&PI=l&ACCESSNO-000U0465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 8 of 25 Section 3.09. Voting bv Fiduciaries and Pledgees. Shares ofthe corporation standing in the name ofa trustee or otiier fiduciary and shares held by an assignee for the benefit of creditors.or by a receiver may be voted by the ttustec, fiduciary, assignee or receiver. A shareholder whose shares arc pledged shall be entitied to vote tiie shares until the shares have been transferred into the name of tiie pledgee, or a nomuiee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a pledgee or nominee. Section 3.10. Voting bv Joint Holders of Shares. (a) General Rule. Where shares ofthe corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise: (1) if only one or more ofsuch persons is present in person or by proxy, all oftiic shares standing in the names ofsuch persons shall be deemed to be represented for the purpose of deteirmining a quorum and the corporation shall accept as the vote ofall the shares the vote cast by a joint owner or a majority of them; and (2) if the persons are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the voting ofthe shares shaU be divided equally among the persons witiiout prejudice to the rights of the joint owners or tiic beneficial owners thereof among Ihemsclves. (b) Exception. If there has been filed wilh the secretary of the corporation a copy, certified by an attorney at law (0 be correct, of tiie relevant portions of die agreement under which the shares are held or tiie instrument by which the tmst or estate was created or tiie order of court appointing them or of an order of court directing tiie voting ofthe shares, the persons specified as having such voting power in the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only in accordance therewith. Section 3.1 /. Voting by Entities. (a) Voting bv Shareholders that are Entities. Any corporation, limited liability company, partnership or other entity tiiat isa shareholder of tiiis corporation may, vote at meetings of shareholders of this corporation by any of its officers or agents, or by proxy appointed by any officer or agent, unless some olher person, by resolution of the governing body ofthe entity in question or by a provision of its articles, bylaws, operating agreement, partnership agreement orother governing documents, as applicable, a copy of which resolution or provision certified to be correct by one of its officcrsiar agents has been filed wilh the sccretary'of this corporation, is appointed its general or special proxy in which case the person so appointed shaU be entitled to vote the shares. - (b) Conttolled Shares. Shares of this corporation owned, directiy or indirectly, by il and conttolled, directly or indirectly, by the board of directors of this corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time. Seclion 3.12. Determination of Shareholders of Recoid. (a) Fixing Record Date. The board of directors may fix a time prior to the date ofany meeting of shareholders as a record date for the determination of tiie shareholders entitled to notice of, or to vote at, tlie meeting. Except in the case of an adjourned meeting, the record date shall be not more tiian 90 days prior to the date ofthe meeting of shareholders. Only shareholders of record on the date so fixed shall be entitled to notice of and to vote at any such meeting notwithstanding any h-ansfcr of sliares on the books hllp://yellow.gsionline.com/MDOCFILE.html?SESSION=8BTRMR..&PI=l&ACCESSNO-000l 10465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 9 of 35 ofthe corporation after any record date fixed as provided in this subsection. The board of directors may similarly fix a record date for the determinatioa of shareholders ofrccord for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the detemunation shall apply lo any adjournment thereof unless the board fixes a new record date for tiie adjourned meeting. (b) Deiermination When a Record Date is Not Fixed. Ifa record date is not fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on tiie day immediately preceding tiie day on which the meeting is held; and (2) the record date for detennining shareholders for any other purpose sbaU be at the close of business on tiie day on which the board of directors adopts the resolution relating thereto. (c) Cerrificatt'on bv Nominee. The board of directors may adopt a procedure whereby a shareholder of the corporation rnay certify in wrhing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account ofa specified person or persons. Upon receipt by the coiporation ofa certification complying with tiie procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record ofthe number of shares specified in place ofthe shareholder makirig the certification. Section 3.13. Voting Lists. (a) General Rule. The officer or agent having charge of the transfer books for shares ofthe coiporation shall make a complete list ofthe shareholders entitied to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the niunbcr of shares held by each. The list shall be produced and kept opcnittihe rime and place of every meeting and shall be subject to the inspection ofany shareholder during the whole time of a meeting for the purposes thereof except that, if the corporation has 5.000 or more shareholders, in lieu ofthe making of the list the corporation maymake the infomiation therein available at a meeting by any otiier means. (b) Effect of List. Failure to comply with the requirements of this section shall not affect ihe validity ofany action taken at a meeting prior to a demand at the meeting by any shareholder entitied to vote thereat to examine the Hst. The original share register or transfer book, or a duplicate thereof kept in tiie Commonweahh of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitied to examine the list or share register or transfer book or to vole at any meeting of shareholders. http://yellow.gsionhne.com/MDOCFJLE.html?SESSION=8BTRMR..&PI=l&ACCESSNO=000U0465... 11/29/2008 UVEDGAR PENN NATIONAL GAMING INC; 8-K- EX-3.1 filed U/18/0S Page-lO of25 Sectioii 3./4. Presiding Officer. There shaU be a prcsidmg officer at every meeting of the shareholders. Unless the Board of Directors designates otherwise, the presiding officer shall be the chatimao of the board of directois. The presiding officer shall have the authority to determine the order of business and to establish rules for the conduct of each shareholders' meeting; provided that.lhe presiding officer shall be fair to the shareholders in adopting such rules for and in conducting the meeting. The presiding officer shall aimouncc at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be • deemed to have closed upon the fmal adjournment ofthe meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted. Section 3.15. Judges of Election. (a) Appointment, fn advance ofany nieeting of shareholders ofthe corporation, the board of directors may appoini one or more judges of election, who need not be shareholders, to act at the meeting or any adjournment thereof If judges of election are not so appointed, the presiding officer ofthe meeting may, and on the request ofany shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for an office to be filled at the meeting shall not act as a judge. (b) Vacancies. In case any person appointed as a judge fails lo appear or fails or refuses lo act, tiie vacancy may be filled by appointment made by the board of directors in advance ofthe convening ofthe meeting or at the meeting by the presiding officer thereof. (c) Duties. The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the nieeting, the existence,of a quorum, and the authenticity, validity and effect of proxies, receive votes or ballots, hear and deletmine all challenges and questions in any way arising in connection witii the right to vote, count"and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote wilh fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of tiieh abiUly and as expeditiously as is practical. If there are three judges of election, tiie decision, act or certificate ofa majority shall be effective in aU respects as the decision, act or certificate of all. (d) Report. On request of the presiding officer of llie meeting or of any shareholder, the judges shall make a report in writing ofany challenge or question or matter dctcrminedby them, and execute a certificate ofany fact found by tiiem. Any report or certificate made by them shall bcprimafacieevidenceof the facts;stated tiierein. Section 3. i 6. Minors as Security, Holders, The corporation may tteat a minor who holds slures or obligalions of the corporation as having capacity to receive and to ernpower others to receive dividends, interest, principal and otiier payments or disn:ibutions, to vote or express consent or dissent and to make elections and exercise rights relating to such shares or obligations - unless, in the case of payments or distributions on sliares, ihc corporate officer responsible for maintaining the list of shareholders or tiie transfer agent ofthe corporation or, in tiie case of paymenls or distributions on obligations, tiie treasurer or paying officer or agent has received written notice that tiie holder is a minor. Section 3.17. Proposal of Amendments to tiie Articles. The shareholders of tiic corporation shall be entitled lo propose an amendment lo Ihe Articles only to the extent, if any, expressly provided in the Articles. http://yellow.gsionline.com/MDOCFILE.html?SESSlON=8BTRMR..&PI-l&ACCESSNO=000110465... 11/29/2008 LIVEDGAR,PENNNATIONALGAMINGINC;8-K-EX-3.1 filed 11/18/08 Page 11 of25 ARTICLE IV Board of Directors Section 4.01. Powers;,Personal Liabilhv. (a) General Rule. Urtiess otherwise provided by statute, all powers vested by law in ihe corporation shall be exercised by or under the authority of, and ihe business and affairs ofthe corporation shall be managed under the direction of, the board of directors, (b) Personal Liability of Directors. (1) A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (i) the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17.of the Business Corporation Law (or any successor provision(s)); and (ii) the breach orfailure to perform constittites sclf-deahng, willful misconduct or recklessness. (2) The provisions of paragraph (1) shall not apply to the responsibUity or liability ofa director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to local, state or federal law. Seclion 4.02. Qualifications and Selegtiotipf Directors. (a) Qualifications. Eachdircctorof the corporation shall be a nattiral person of full age who need not be a resident ofthe Commonwealth of Pennsylvania or a shareholder ofthe corporation. (b) Director Nomine,es. Each nominee for election to the board of directors must be recommended for the board of director's selection by a nominating comniittee comprised solely of "independent directors" formed by the board of directors pursuant to Seclion 4.11 below (the "Nominating Committee"); provided, howfever,^lhat indepcndentdirectoroversightof director nominations shall not apply in cases where the right to nominate a director legally belongs to a third party. As used in this Section 4.02 (b), the term "independent directors" has such meaning as shall be promulgated by the Securities and Exchange Commission and tiic Nasdaq Stock Market (or such other securilies exchange on which the capital stock of the cbrporation is listed). (c) Shareholder Recommendations. (1) TlieNominaimgCommittee will consider for recommendation to tiic board of directors for nomination for election to the board of directors nommees for dircctorto be elected at an aimual or special meeting of shareholders who are recommended for nomination by tiie shareholders in accordance with the provisions of this Section 4.02(c). In addition lo any other applicable requirements, for a recommendation made by a shareholder pursuanl fo this Section 4.02(c) to be considered by the Nominating Committee, such shareholder must have owned beneficially at least 1% ofthe Company's common stock for a continuous period of not less than 12 months before making such proposal and have given timely notice tiiereof in proper written form (as set forth in Section 4.02(c)(2) below) to the secretary of tiie corporation. To be timely, a shareholder's notice to the secretary musl be delivered to or mailed and received at the principal executive offices ofthe corporation (A) m the case of an annual meeting, not less 10 htlp://yellow.gsionline.com/MDOCFILE.html?SESSION-8BTRMR..&PI=l&ACCESSNO=000U0465... U/29/2008 UVEDGAE. PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 12 of 25 tiian 120 nor more tiian 150 days prior to the anniversary date ofthe immediately preceding aimual meeting of shareholders; provided, howeyer, that in the event that tiie annua! meeting is called or a date,that is not wilhin 60 days before or after such anniversary date, notice by tiie shareholder in order to be timely must be so received not later tiian the close of business on the tenth (lOlh) dayfollowing the day on which notice of the date of the annual ineeting was mailed or piiblic disclosure of the date ofthe annual meeting was made, whichever first occurs; and (B) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than tiie close'of business on tiie teutii (10th) day follov/ing the day on which notice ofthe date of tiie "special meeting was mailed. (2) To be in proper written form, a shareholder's notice lo the secretary must set forth (A) as to each person whom, the .shareholder recommends for election as a directqV.(i) the name, age, business address and rcsidcnce'address of tiie person, (ii) the prmcipal occupation or employment of tiie person, (iii) the class or series and numberof shaires of capital stock ofthe corporation which arc owned beneficially or ofrccord by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection witii solicitatt'ons of proxies for election of directors pursuant to Section 14 ofthe Exchange Act, andthe rules and regulations pronnilgaied thereunder; and (B) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) the class or series and number of shares of capilal stock of the corporation which are owned beneficially or of record by such shareholder, (ui) a description ofall arrangeinents or understandings between such shareholder and each recomniended nominee and any other person or persons (including their names) pureuant lo which the recommendations are to be made by such shareholder ahd'(lv) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made m cormection with solicitations of proxies for election of directors pursuant to Section 14 of Uie Exchange Act and the rules and regulati'ons promulgated thereunder. Such notice must also be accompanied by a written consent of each recommended nomineelo; (A) provide (i) all information necessary to respond fiiily lo any suitability inquiry conducted under the executive, administrative, judicial and/or legislative rules, regulations, laws and orders of any jurisdiction to which the corporation is then subject and (ii) such additional infomiation conceming the noininee as may be requested by tiie Nominating C^omraittee and/or boardof directors and (B) being named as a nominee and to serve as a director if uominated and if elected. (d) Election of Directors. Except as otherwise provided in these Bylaws, directors ofthe corporation shall be elected by the shareholders. In elections for directors, voting need not be by ballot, except upon demand made by a shareholder entitled to vote at tiie election and before tiie voting begins. The shareholdersof the corporation (except holders of Preferred Stock when the' right to elect directors accrues to tiiem) shall nol have tiie right to cumulate their votesfor die election of directors of the corporation. The candidates receiviiig the highest number of votes from each class or group of classes, if any, entitied to elect directors separately up to the number of directors to be elected by the class or group of classes shall be elected. If at any meeting of shareholders, directors of more than one class are to be elected, each class of directors shall be elected in a separate election. (e) Director Emeritus. (1) The board of directors may appoint any former director ofthe corporation or ofany predecessor corporation as a director emeritus to serve in an advisory capacity to.the board'for such period of time as the board wishes to avail itself of the services, knowledge and experience ofsuch former director. (2) Such director emeritus may upon invitation by tiie board of directors attend meetings ofthe board of directors and its committees and, if requested by the board,' may participate in the proceedings ofthe board of directors, but shall not vote on or give written consent to any matters before the boari 11 hltp://yelIow.gsionline.com/MDOCFILE.html?SESS10N=8BTRMR..&PI=I&ACC:ESSNO=000110465... U/29/2008 LIVEDCJARPENN NATIONAL GAMING INC; 8-K-EX-3,l filed 11/18/08 Page,13 of 25 (3) A dhector emeritus shall be compensated for such services as may be determined by the board of directors. Section 4.03. Number and Term of Qffice. (a) iSumber: The numberof directors ofthe corporation constituting the whole board and the number of directors constituting each class of directors as provided by Section 4.03(d) shall be fixed solely by resolution ofthe board of directors. (b) Term of Office. Each director shall hold office until the expiration of die term for which he pr she was selected and until a successor has been selected and qualified or until His or her earlier death, resignation or removal. A decrease in the number of directors shall not have the effect of shortening the temi ofany incumbent director. (c) Resignation. Any director may resign al any time upon written noiice lo the corporation. The resignation shall be effective upon receipt thereof by die corporation prat such subsequent time as shall be specified in the notice of resignation. (d) Classified Board of Duectors. 'ITic Board of Directors of this Corppration shall be divided into tiu"eeclasse s and are hereby designated as Class I, Class II and ClassIU, respectively,- the members of which are to be elected for staggered terms. Thetcrmof office ofat least one class shall expire in each year. At each election, directors shall be chosen forafuU term, as the case may be, to succeed those whose lerms expire. Section 4.04. Vacancies - (a) General Rule. Vacancies in the board of directors, including vacancies resulting from au increase in the numberof directors, may be filled by a majority vote oftheremaining members ofthe board tiiough less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve until the next selection ofthe class for which such director has been chosen, and until a successor has been selected and qualified or until his or her earlier deatii, resignation or removal. (b) ActinphvRcsign^dDirectors. When one or more directors resign from the board effective at a future date, tiie directors then in office, including those who have so resigned, shall have power By the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective. Section 4.05. Removal of Directors. (a) Bv Shareholders. Any director or the entire board of directors may be removed by the sliarelioidcrs without cause only by consent and not at a meeting. (b) Sqccessor Directors. In case a director or class of directors or the board is so removed, new directors may be elected at tiie same meeting or in the same consent. (c) Removal by the Board. The board of directors may declare vacant the office of a director: (1) Who has been judicially declared of unsound mind or who has been convicted of an offense punishable by irhprisomnent for a term of more than one year; 12 http://yellow.gsionIine.com/MDOCFILE.html?SESSION=8BTRMR..&PI=l&ACCESSNO=000110465... U/29/2008 UVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 14 of 25 (2) If, within 60 days after noiice of his or her selection, tiie director docs not accept the office either in writing or by attending a meeting of the board of directors; or (3) Who has been determined to beunsuitable to serve as a director by (A) any federal, state or local regulatory body having jurisdiction over the corporation and its activities, or (B) die compliance committee. Section 4.06. Place of Meetings. Meetings ofthe board of directors may be held at such place witiiin or without the Commonwealtii of Pennsylvania as the board of directors may from time to time appoint or as may be designated in tiienotic e ofthe meeting. Section 4.07. Organizalioq of Meetings. At every meeting ofthe board of directors, the chairman ofthe board of directors, or, in ihe case of a vacancy tn the office or absence of the chairman of the board of directors, one of tiic following officers present in the order stated; tiie president or a person chosen by a majority of the directors present shall act as chairman of the meeting, llic secretary or, in tiie absence ofthe secretary, an assistant secretary, or, in the absence oftiic secretary and ihe assistant secretaries, anyperson appointed by the chairman of the meeting, shall act as secretary of the meeting. Section 4.08. Regular Meetings. Regular mectmgs ofthe board ofdircctors shall be held at such time and place as shaUbedcsignatedfiromtime to time by resolution of thi; board of directors. Section 4.09. Special Meetings. Special meetings ofthe board of director shall be held whenever called by the chainnan ofthe board ofdircctors or by four or more ofthe directors. Section 4. JO. Quorum of and Action bv Directors, (a) General Rule. A majority ofthe directors in office ofthe coiporation shall be necessary to constitute a quorum for the transaction of business andthe acts ofa majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of tiie board of directors. (b) Action by Unanimous Conseqt. Any action required or permitted to be taken at a meeting ofthe directors may be taken without a meeting if, prior or subsequent lo the action, a consent or consents tiiereto by all of tiie directors in office is filed with the secretary of the corporation. A photographic, facsimile orsimilarreproduction of a consent executed by a director shall be treated as properly executed for purposes of this Section 4.10(b). (c) Notation of Dissent. Adirectorwhoispresentat a meetmg ofthe board ofdircctors, or ofa comniittee of the board, at wltich action on any corporate matter is taken shall be piesuiiicd lo have assented to the action taken unless his'or her dissent is entered in Ihe minutes of the nieeting or uitiess the director files a written dissent to the action with.the secretary ofthe meeting before the adjournment ihereof or transntuts the dissent in writing to the secretary ofthe corporation immediately after the adjournment of the meeting. The righl of dissent shall not apply lo a director who voted in favor of the action. Nothing in this section shall bar a director from asserting thai minutes of the nieeting incorrectly omitted his or her dissent if, promptly upon receipt of acopy of such minutes, the director notifies the secretary, in writing, of tlie asserted omission or inaccuracy. Section 4./J. Cpnimiltees ofthe Board. (a) Establishment and Powers. The board of directors may, by resolution adopted by a majority of the directors in office, establish one,or more couiminees to consist of one or more directors ofthe corporation possessing such characteristics and experience as may be required under any applicable federal, state or local law or regulation, or any applicable rale or regulation of a securities exchange on which the 13 jutp://yellow.gsionline.com/MDOCFlLE.htnii?SESSION-SBTRMR..&Pl=l&ACCESSNO=000110465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 15 of 25 securities of the corporation arc hsted, setting forth requirements as to the composition of committees established by the corporation. Any committee, to tiie extent provided in the resolution ofthe board ofdircctors, shall have and may exercise ail of tiie powers and aiitiiority of the board ofdircctors and may adopt such charter or govenung provisions as are consistent with the resolution forming such committee, except that a committee shall not have any power or autiiority as to the following; (1) The submission to shareholders ofany action requiring approval of shareholders under the Business Corporation law. (2) Ttie creation or filling of vacancies in the board ofdircctors. (3) The adoption, amendment or repeal of these Bylaws. (4) The amendment or repeal ofany resolution ofthe board that by its terms is amendable or repcalablc only by the board. (5) Action on matters committed by a resolution ofthe board of directors to another committee ofthe board. (b) Alternate Committee Members. The board may designate one or more directors as alternate members ofany committee who may replace any absent or disquaUfied member at any meeting of the comitutlceor for the purposes'of any written action by tiie committee. In the absence or disqualification ofa member and alternate member or membei-s ofa conmiittce, the member or members thereof present at any meeting and not disqualified from voting, whetiier or not constituting a quorum, may unanimously appoint anotiier duector to act at the meeting ih the place of tiie absent or disqualified member. (c) Temi. Each committee of the board shall serve at the pleasure of the board. (d) Committee Procedures. The term "board ofdircctors" or "board," when used in any provision of these Bylaws relating lotheorganizationorproceduresoforthemannerof taking action by the board ofdircctors, shall be conslmed to include and refer to any committee ofthe board. Seclion 4.12. Compensation. Theboardof directors shall have the autiiority to fix the compensation of directors for their services as directors and a director may be a salaried officer ofthe corporation. ARTICLE V Officers Seclion 5.01. Officers Generallv. (a) Nuipber. Qualifications and Agents. The officers ofthe corporation shall be a chairman of the board of directors, a president, vice president(s), a secretary and a treasurer, and such other officers and assistant officers as may be elected in accordance with the provisions of Section 5.03. Officersmay but need not be directors or shareholders of the coiporation. The officers of the corporation shall be natural persons of full age. The treasurer may be a corporation, bul ifa natural person shall be of full age. Any number of offices may be held by tiie same person. (b) Bonding. The corporation may secure the fidelity ofany or all ofits officers by bond or otiierwisc. 14 hltp://ycllow.gsionline.com/MDOCFILE.htmJ?SESSION-8BTRMR..&PI-l&ACCESSNO=000U0465:.. 11/29/2008 I^IVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 16 of 25 Section 5.02. Election. Temi,of Office and Resignations. (a) Election and Tgrm of Office. The chairman ofthe board df directors, tiie chief executive officer, chief financial officer, chief operatuig officer, president, executive vice president, operations, vice president, finance, secrelary, treasurer and general counsel, or such otiier officers as may be designated from tune to tune by the board ofdircctors (collectively, the "Executive Officers") ofthe corporation shall be elected annually by thcibpard ofdircctors and shall hold office for a term of one year and until a successor has been selected and qualified or untti his or her earlier death;- resignation or removal.-All other officers shallbe appointed by tiie chairman ofthe board ofdircctors or by delegated authority pursuant to Section 5.03 and shall serve at will. (b) Resignations. Any officer inay resign at any time upon written notice to tiie corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as may be specified in die notice of resignation. Section 5.03. Subordinate Officers., The chairman ofthe board ofdircctors may from lime to time appoint such otiier officers as the business ofthe corporalion may require, each of whom shall hold office for such period, have such authority, and perform such duties as, arc provided in these Bylaws, or as the chairman of the board of directors may from time to tunc determine, subject to removal by the chairman of tiie board ofdircctors. The chairman ofthe board ofdircctors may delegate to any officer or committee the power to appoint and to remove subordinate officers and to retain or appoint otiier agents or committees tiiereof,an d to prescribe tiie authority and duties ofsuch suborduiatc officers, conuitittees'cr otiier agents. Removal of an officer appointed pursuant to this Section 5.03 shall be without prejudice to the contiact rights, if any, of any person so removed. Election or appointnientof an officer or agent pursuant to this Section 5.03 shall not of itself create contiact rights. Section 5.04. Removal of Officers and Agents. Any officer or agent of tiie corporation appointed by Ihe board of directors may be removed by tiie board of directors with or without cause. The removal shall be without prejudice to the contt-act rights, if any,, of any person so removed. Election or appointment of an officer or agent sliall not of itself create contract rights. Section 5.05. Vacancies. A vacancy in any office because of dradi, resignation, removal, disqualification, or any olher cause, maybe filledby the board of directors or by the officerorcommittee to which the power, to fill such office has been delegated pursuant to Section 5.03, as tiie case may be, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion ofthe term. Secfion 5.06. Authority. All officers ofthe corporation, as between themselves and tiie corporation, shall have such authority.and perform such duties in the management ofthe corporation as may be provided by tiie person(s) appointing such officers or, in the absence ofsuch provision, as may be deterniined by or pursuant to these Bylaws. Seclion 5.07. 'fhe Chainnan ofthe Board of Directors. Tiie chairman ofthe board ofdircctors shall be the chief executive officer of the corporation and shall have general supervision over the busuiess and operations of the corporation, subject, however, to the control of the board of directors. Theclairmanof theboard of directors shall be a member, ex officio, of all standing committees. The chainnan ofthe board ofdircctors shall perform all duties incident to the office of chairman ofthe board of directors, and such otiier duties as from time to time may be assigned by the board ofdircctors. Seclion 5.08. The President, 'fhe president shall be the chief operating officer of the corporalion. During the absence or disability of ihe chairman ofthe board ofdircctors, the president shall exercise all the powers and discharge all the duties of the chairman ofthe hoard ofdircctors. The president shall perform all duties incidenl to the office of president and such other duties as from time to time may be assigned by the board of directors or the chairman ofthe board ofdircctors. 15 hl(p://ycliow.gsionline.coni/'MDOCFILE.html?SESSfON-8BTRMR..&PI=l&ACCESSNO=000110465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 17 of 25 Section 5.09. The Vice Presidents. The vice presidents shall perform tiie duties oftiic president in the absence of tile president and such other duties as may from time to time be assigned to them by theboard of directors, the chairman of theboard of directors or the president. Seclion 5.10. The Secretary. Thesccjetary shall attend all meetings of the shareholders, of tiieboar d ofjfirectors. andaUcomniittees thereof and shall record all the votes ofthe shareholders and ofthe dirKtors and ti^^^ ofthe shareholders and ofthe board ofdircctors and of committees ofthe board in a book or books to be kept for that purpose; shall see Ihat notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perfoma all duties incident to tiie office of sccfetaiyj and such other duties as may from time to time be assigned by the board of directors, the chairman of tiie board of dhectors or the president. Section 5.11. Assistant Secretaries. In tiie absence or disability of the secretary, any assistant secretary may perfomi aU the duties ofthe secretary, and,,when so acting, shall have all tiiepower s of and be subject to all the restrictions upon, the secretary. The assistant secretaries shall perform such other duties as from time to time may be assigned to them, respectively, by the board ofdircctors, tiie chainnan ofthe board ofdircctors, the president or the secretary. Seclion 5.12. The Treasurer. Tlie trcasurershallhaveorprovidc forthe custody of the funds or otiier property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board ofdircctors may from lime to rime designate; shall, whenever so required by the board ofdircctors, render an account showing all transactions as treasurer, and the financial condition ofthe corporation; and, in general, shall discharge such other duties as may from " time to lime be assigned by the board ofdircctors, the chairman ofthe board of directors or the president. Seclion 5.13. Assistant Treasurers. In the absence or disability of the treasurer, any assistant tteasurer may perform all the duties of the treasurer, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the treasurer. The assistant treasurers shall perform such other duties as from time to time may be assigned to them, respectively, by Ihe board of duectors, tiie chairman ofthe board of directors, the president or the treasurer. Section 5.14. Salaries. The salary and other remuneration ofthe Executive Officers ofthe corporation shall be fixed from time to time by the board ofdircctors. The salaries and other remuneration ofall other officers and employees shallbe fixed from time to time by tiie chairman of the board ofdircctors orby delegated authority pursuant to Section 5.03. No officer shall be prevented from receiving such salary or otiier compensation by reason of the fact that ihe officer is also a director ofthe corporation. Section 5.15. Liability of Offipers. An officer ofthe corporation shall not be personally liable, as such, to the corporation, for monetary damages, including, as such, to the corporation, for monetary damages, including, wiUiout limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature (including, without linutatiou, attoriieys' fees and disbursements), for any action tiiken,o r any faUure to take any action, unless the officer has breached or failed to perform tiic duties of his or her office under the Articles, these Bylaws or applicable provisions pf law and the breach or failure to perform constilutes self- dealing, willful misconduct or recklessness. The provisions of this section shall not apply to the responsibility or liability of an officer, as such, pursuant to any criminal statute or for tiie payment of taxes pursuant to local, state or federal law. 16 http://yenow.gsionline.com/MDOCFILE.html?SESSION=8BTRMR..&PI-l&AeCESSNO=OOOU0465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/1.8/08 Page 18 of 25 Section 5.16. Conduct of Officers. Officers of the corporation shall be subject to tiic standards of conduct set forth in a Code of Ediics adopted by tiiecorporalionand to such additional standards ofconduct applicable to such officers as shallbe provided by law at the time andishall comply fully vyitii all applicable suilability requirements set fortii in die exeaitive, administrative, judicial and/or legislative rules, regulations, laws and orders of any jimsdiction'to which the corporation is then subject. Inthe absence ofa Code of Ethics adopted by the corporation, officers, ofthe coiporation shall be stibject to the same standards ofconduct, including standards of care and loyalty and rightsof justifiable reliance, as sI^U at tiie^me_be applicable to directors of tiie corporation and to such additional standards ofconduct applicable to such officers as ^all lie provided by law at the tune. If it is determined by an applicable governmental authority that an officer does not satisfy the suitability requirements ofthe jgovemmental authority at issue, such officer may be removed by the board of directors and shall immediately submit such officer's resignation for consideration by the board ofdircctors. ARTICLE VI Certificates of Stock, Transfer, Etc. Section 6.01. Share Certificates. (a) form of Certificates. Certificates forshares ofthe corporation shall be in such form as approved by the boardof directors, and shall slate that the coiporation is incorporated under the laws of llie Commonwealth of Pennsylvania, the name ofthe person to whom issued, and the number and class of sharesand the designation ofthe series (if any) that the certificate represents. Certificates for shares ofthe corporation shall set forth upon tiie face or back ofthe certificate (or shall state on the face or back of the certificate that the corporation will furnish to any shareholder upon request and without charge), a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and dctennined and the autiiority of the board of directbi^s'fo fix and determine the designations, voting righls, preferences, limitations and special rights of ihe classes and series of shares ofthe corporation. (b) Share Register. The share register or transfer books and blank share certificates shall be kept by the secrelary or by any iransfer agent or registrar designated by the board of directors for that purpose. (c) Uncertificated Shares. Any or all classes and series of shares, or any part tiiereof, shall be uncertificated shares except that such a provision shall not apply to shares,represented bya certificate until the certificate is surrendered lo the coiporation. Wilhin a reasonable time after.the issuance or traasfer of uncertificated shares, the coiiwration shall send to the registered owner ihereof a written notice containing .ttie information required to be set forth or stated on certificates by Section 6.01(a). Except as othenvise expressly provided by law, the rights and obligations of tiie holders of shares represented by certificates and the rights and obligations ofthe holders of uncertificated shares ofthe same class and series'shall be identical. Sec/ion 6.02. Issuance. Tlie share certificates of tfie corporation shall be numbered and registered in the share register or transfer books of tiie corporation as tiicy arc issued. They shallbe executed in such manner as the board ofdircctors shall determine. Section 6.03. Transfer. Transfers of shares shall be made on tiie share register or h-ansfcr books of die corporation upon surrender of the certificate therefore, endorsed by the person named in tiie certificate or by an attorney lawfully constituted in writing. No transfer shall be made inconsistent with the 17 http://yellow.gsionlJne.com/MDOCFILE.html?SESSION=8BTRMR..&PI=l&ACCESSNO-0001l0465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 19 of 25 provisions ofthe Uniform Commercial Code, 13 Pa.C.S. §§ 8101 ct seq.. and its'amendments and supplements. Section 6.04. Record Holders of Shares. 'Hie coiporation shall be entitied to treat the person in whose name any share or shares ofthe corporation stand on the books ofthe corporation as the absolute owner thereof, and shall.not be bound to recognize any equitable or other claim to, or interesl in, such share or shares on the part ofany other person. Section 6.05. Lost Destroyed or Mutilated Certificates. The holder ofany shares ofthe corporation sliall immediately notify the corporation when the shareholder has notice ofany loss, destmction or mutilation of the certificate therefor. If tiie corporation receives such notice prior lo notice that tiie certificate at issue has been acquired by a protected purchaser, Ihe corporation shall cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certiiicate or, inthe cascof loss or destmction of the certificate, upon satisfactory, proof of such loss or ' destmction and, in either such instance, upon the deposit of an indemnity bond in such form and in such sum, and with such surely or sureties, as the corporation may direct. ARTICI-E Vn Indemnification of Directors, Officers and Other Authorized Representatives Section 7.01. Scope of Indemnification. (a) General Rule. The corporation shall indemnify an Indemnified Representative against any Liability incurred m connection wilh any Proceeding in which the Indemnified Representative may be involved'as a party or otherwise by reason ofthe fact that such person is or was serving in an Indemnified Capacity, including, without limitation, Liabilities resulting from any actual oc alleged breach or neglect of duly, eiror, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except: (1) where such indemnification is expressly prohibited by applicable law; (2) where tiie conduct of tiie Indemnified Representative has been fmally determined pursuant to Seclion 7.06 or otherwise: (i) to constimte willful nuscouduct or recklessness within the meaning of 15 Pa.C.S. §§ 5 IS (b) and 1746(b) or any superseding provision of law sufficient in the circumstaiKes fo bar indemnification against liabilities arising from the conduct; or (ii) to be based upon or attributable to the receipt by the Indemnified Representative from tlic corporation of a personal benefit to which tiie Indemnified Representative is not legally entitled; or (3) to the extent such indemnification has been finally deterniined in a final adjudication pursuant to Section 7.06 to be othenvise unlawful. (b) Partial Payment. If an Indemnified Representative is entitled to indemnification in respect ofa portion, but not all, of any Liabilities to which such person may be subject, the corporation shall indemnify such Indemnified Representative to the maximum extent for such portion ofthe Liabilities. 18 http://yellow.gsionline.com/MDOCFILE.html?SESSION-8BTRMR..&PI=l&ACCESSNO=OpOU0465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 20 of 25 (c) Presumption. The termination of a Proceeding by judgment, order, settiemcnt or conviction or upon a plea .of nolo contendere or ils equivalent shall not of itself create a presumption that Ihe Indemnified Representative is not entitled to indemnificatiou. (d) Definitions. Forpuiposesof this Article VII: (1) "Certifying Employee" means an employee of tiie corporation requesled, as part ofthe corporation's disclosure conttols and procedures and in connection with the performance ofthe employee's respoaiibilities in service to the corporation, to provide to the corporation a certification or certifications to be u.sed by the coiporation in connection with the preparation ofits periodic reports under the Exchange Act; (2) "Indemnified Capacity" means any and all past, present and future service by an Indemnified. Representative in one or more capacities as a director, officer, employee or agent ofthe corporation, or, at the request of the corporation, as a director, officer, employee, agent, fiduciary or tmstee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise; (3) "Indemnified Representative" means any and all directors and officers ofthe corporation. Certifying Employees and any other person designated as an Indemnified Representative by the board ofdircctors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or tmstee of another corporation, |»rtnership, joint venture, trust, employee benefit plan or other entity or enterprise); (4) "Liability" means any damage, judgment, amount paid in'settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense ofany nature (including, without limitation, attorneys' fees and disbursements); and (5) "Proceeding" means any threatened, pendingor completed investigation, action, suit, appeal or other proceeding ofany nature, whether civil, criminal, administrative or investigative, whether formal or infonnal, and whether brought by or in tiierigh t ofthe corporation, a class ofits security holders or othenvise. Seclion 7.02. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article vn, the corporatiori shall not,indemnify under this-Article VII an Indemnified Representative for any Liability incurred in a proceeding initiated (which shall not be deemed to include counterciahns.or affirmative defenses) or participated in as an intervenor or amicus curiae by tiie person seeking indemnification unless such initiation ofor participation in the proceeding is authorized, eitiier before or after its commencerhcnt, by the affirmative vote ofa majority of the directois in office. This section does nol apply to reimbursement of expenses incurring in successfully prosecuting or defending an arbitration under Section 7.06 or olherwise successfully prosecuting or defending the rights of an Indcmriified Representative granted by or pursuant to tiiis Article VII. Section 7.03. Advancing Expenses. Except where such advance is expressly prohibited by applicable law, the corporation shall pay the expenses (including attorneys' fees and disbursements) incurred in good faitii by an Indemnified Representative iri advance of tiie fmal disposition of a Proceeding described in Section 7.01 or tiie initiation of or participation in which is authorized pursuant to Section 7.02 iipon receipt of an undertaking by or on behalf of the Indenuiified Representative to repay tiie amount if it is ultimately deterniined pui-suant to Section 7.06 that such person is not entitled to be indemnified by the 19 hUp://yellow.gsionIine.com/MDOCFlLE.html?SESSTON=8BTRMR..&PI==l&ACCESSNO=000U0465... 11/29/2008 LIVEDGAR PEKN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 21 of 25 corporation pursuant to this Article VII. The financial ability of an Indemnified Representative to repay an advance shall not be a prerequisite to the making ofsuch advance. Section 7.04. Securing of Indemnification Obligations. To further effect, satisfy or secure tiic indemnification obligalions provided herein or otherwise, tiie corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, ttust, escrow, cash collateral or otiier fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties df the coiporation, or use any otherniechanisra or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the board ofdircctors shall deem appropriate. Absent fi:aud,th e determination of tiie board ofdircctors wilh respect to such amounts, costs, terms and coi^itions shall be conclusive against all security holders, officers and directors and shall not be subject to voidability. Section 7.05. Payment of Indemnification. An Indemnified Representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to tiie secretary ofthe corporation; Section 7.06. Indemnification Procedure. (a) Notification of claijri. An Indemnified Representative shall use such Indemnified Representative's best efforts to notify promptly tiie secretary of flie corporation ofthe commencement of any Proceeding or other occurrence ofany event which might give rise to a Liability under tiiis Article VU, but, unless the corporation has been prejudiced thereby, tiie failure so to notify the corporation shall not relieve the corporation ofany liability which ilrnay have to tiie Indemiuficd Representative under this Article VII or otherwise. (b) Assumption of defense. The corporation shall be entitied, upon notice to any such Indemnified Representative, to assume tiie defense ofany Proceeding wilh counsel reasonably satisfactory to the Indemnified Represenative, or a majority ofthe Indemnified Representatives involved in such Proceeding if there be more than one. If the corporation notifies the Indemnified Representative of its election to defend tiie Proceeding, the corporation shall have no liability for tiic expenses (including atfonieys' fees and disbursements) ofthe Indeminfied Representative incuifed in comiection wilh thc'defense ofsuch Proceeding subsequent to such notice, unless: (1) such expenses (including attorneys' fees and disbursemenis) have been authorized by the corporation, (2) the corporalion shall not in fact have employed counsel reasonably satisfactory to such Indenmificd Representative or Indemnified Representatives to assume the defense ofsuch Proceeding, or (3) il shall have been determined pursuant to Section 7.06(d) that die Indemnified Representative -ivas entitled to indcmitification for such expenses under this Article VII or olherwise. Notwitlistanding the foregoing, die Indemnified Representative may elect to retain counsel at the Indenmified Representative's own cost and expense to participate in the defense ofsuch proceeding. (c) Senlement bv coiporation. The corporation shall not be required to obtain tiie consent of the Indemnified Representative lo the settlement ofany Proceeding wltich the corporation has undertaken to defend if the corporation assumes full and sole responsibility for such settlement and tiie settiemeat grants the Indemnified Representative an unqualified release in respect of all Liabilities at issue in the Proceeding. Whether or not tiie corporation has elected to assmne tiie defense ofany Proceeding, no 20 http://yei!ow.gsionline.com/MDOCFlLE.hlml?SESSION=8BTRMR..&PI=l&ACCESSNO=000110465... U/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 22 of 25 Indetruufied Representative shall have any right to enter mto any full or partial setticment ofa Proceeding without the prior written consent of the corporation (which consent shall not be unreasonably withheld), nor shall the corporation be liable for any amount paid by an Indemnified Representative pursuant lo any settiemcnt to which flic corporation has not so consented. (d) Arbitration. Any dispute related lO tiie right lo indemnification, contribution or advancement of expenses as provided under tiiis Article VII, except with respect to indemnificatiou for liabilities arming under the Securities Act of 1933, as amended, that tiie corporation has undertaken to submit to a court of adjudication, shall be decided only by arbitration in tiie "county in which the principal executive offices ofthe corporation are located at the time, in accordance with tiie commercial arbitration rules tiien in effect of riie American Arbitiation Association (the "AAA Rules"), before a panel of three arbitrators (the "Panel"), one of whom shall be selected by the corporation, tiie second of whom shall be selected by the Indemnified Representative and the tiiirdo f whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitiation under tiie arbitration mles ofthe American Arbitiation Association cannot be initiated, and if one ofthe parties fails or rcfiises to select an arbitrator or the arbitrators selected by the corporalion and the Indemnified Representative cannot agree on the selection ofthe third arbitrator within 30 day^ after such time ias the corporation and the Indemnified Representative have each been notified of the selection of tiie other's arbitrator, tiie necessary arbitrator or arbitrators shall be selected by the prcsidmg judge of the court of general jurisdiction in such county. The arbitration shall be conducted pursuant to the Federal Arbitiation Act and such procedures as tiie parties subject to such arbitration (each, a "Party") may agree, or, in the absence ofor fajliiig such agicement, pursuant to die AAA Rules. Notwitiisianding the foregoing: (l) each Party shall provide to the other, reasonably in advance ofany hearmg, copies ofall documents which a Party intends to present in such hearing; (2) each Party shall be allowed td conduct reasonable discovery tiirough written document requests and depositions, tiie nature arid extent of which discovery shall be determined by the Parties; provided^ hpwever, that if tiic Parties cannol agree on die terms ofsuch discovery, the nature and extent thereof shall.be determined by the Panel which shall take into account the needs ofthe Parties and the purposes of arbitration to make discovery expeditious and cost effective; (3) each Party shall be entitled to make an oral presentation to the Panel; and (4) the Panel shall select as a resolution the position of cither Party for each itera of disagreement and may not impose an alternative resolution. Tlie award shall be in writing and shall specify the factual and legal basis for the award. (e) Burden of Proof The party or parties challenging the right of an Indeminfied Representative to the benefits of this Article VII shall have the burden of proof (f) Fjcpenses. The corporation may advance and shall reimburse an Indemnified Representative for the expenses (including attorneys' fees and disbursements) incurred in successftilly prosecuting or defending such arbittation. (g) Effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with appHcable law in any court of competent jurisdiction, except that the corporation shall be entitied to interpose as a defense in any such judicial enforcement proceeding any prior final judicial determination adverse to the Indemnified Representative under Section 7.01(a)(2) in aProceeding not directiy involving indemnification under litis Article VII. This arbitration provision shall be sjiecifically enforceable. Seclion 7.07. Contribution. If the indemnification provided for in this Article VII or otiierwisc is unavailable for any reason in respect ofany liability or portion thereof, the corporation shall contribute to tiie liabilities to which die Indemnified Representative may be subject in such proportion as is appropriate to reflect the intent of this Article VII or otherwise. 21 http://yelIow.gsionline.coni/MDOCFILE.html?SESSION=8BTRMR..&Pl=l&ACCESSNO=000U0465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 23 of 25 Section 708. Mandatory Indenmificalion of Directors. Officers and Indemnified Reoreseniatives. To tiic extent that an authorized lepresentative of the corporation has been successful on the merits or otiierwisc in defense ofany action, suit or Proceeding refcrted to,in Section 1741 or 1742 ofthe Business Corporation Law or in defense ofany claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees and disbtu-semcnts) actually and reasonably incurred by such person in connection therewith. Section 7.09. Contract Rights: Amendment or Repeal. All rights under this Article VII shall be deemed a conlract between the corporation and the Indemnified Representative pursuant to which tiie corporation and each Indemnified Representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any righls or obligations then existing. Section 7.10. Scope.of Article. The rights granted by this Article VII shall notbe deemed exclusive of any olher rights to which those seeking indemnification, contribution or advancement of expenses may be entitied under any statute, agreement, vote of shareholders or disinterested directors or otiierwisc, both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuanl to this Article VII shall continue as to a person who has ceased to be an Indemnified Representative in respect of matters arising prior to such time, and shall inure to tfie benefit ofthe heirs, executors, administrators and persona! representatives ofsuch a person. Section 7.11. Reliance on Provisions. Each person who shall act as an Indemnified Representative ofthe coiporation shall be deemed to be doing so in reliance upon tiie rights provided by this Article VIL Section 7.12. Interpretation- The provisions of litis Article VII are intended to constitute bylaws authorized by 15 Pa.C.S. §§518 and 1746. ARTICLE Vm Miscellaneous Seclion 8.01. Corporate geal. The corporation shall have a corporate seal in the form ofa circle containing tiie name of the corporation, tiie year of incorporation and such other details as may be approved by the board ofdircctors. The affixation of the coiporate seal shall notbe necessary to the valid execution, assignment or endorsement by the corporation of any instrument or otfier document unless othenvise required by law. Section 8.02. Checks. All checks, notes, bills of exchange or otiier similar orders in writing shall be signed by such person or persons as the board of directors or any person authorized by resolution ofthe board ofdircctors may from time to lime designate. Section 8.03. Contracts: Borrowing. Except as otherwise provided in the Business Corporation Law in the case of transactions that require action by tiie shareholders, the board ofdircctors may authorize any offiicer, agent or employee to enter into any contract or to execiite or deliver any mstrument otibehalf of the corporation. Such authority may be general or confined to specific instances, and no officer or officers, agent or agents, employee or employees ofthe corporation shall have any power or authority to bind the corporation by any contract or engagement to borrow money, to pledge its credit or to mortgage or pledge its real or personal property, except within the scope and to the extent ofthe aulhority so delegated. 22 http://yellow.gsionline.com/MDOCFrLE.html?SESSION=8BTRMR.,&Pl=l&ACCESSNO=000U0465... U/29/2008 LfVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 24 of 35 Section8.04. InterestedDirectqrsorOfficers: Quomm. (a) General Rule. A conlract or iransaction betw'cen the corporation and one or more of lis directors or officers or between the corporation and another corporation, partnership, joint venture, trust or other enterprise in which one or more of its directors or officers arc directors or officers or have a financial or other interest, shall not be void or voidable solely for tiiat reason, or solely because tiie director or officer is present at or participates in the meeting of the boiird of duectors that autiiorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if; (i) the material facts as to tfae relationship or interest and as to Ihe contract or ttausaclion are disclosed or are known to the board ofdircctors and the board authorizes the,contract or ti^nsaction by the affiitnative voles of a majority of tfie disinterested directors even though the disinterested directors are less than a quorum; (2) the material facts as to his or her relationship or interest and "as to the contract or transaction are disclosed or are known to tfieshareholder s entitled to vote thereon and the conttact or transaction is specifically approved in good faith by vote of those shareholders; or (3) the contract or transaction is fair as to the corporation as of the lime it is authorized, approved or ratified by the board of directions or the shareholders. (b) Quomm. Common or interested'direciors rnay be counted m determining the presence ofa quorum at a meeting ofthe board which authorizes a contract or transaction specified mSeclidn!8.04(a). Seclion 805. Deposits. All funds of the corporation sliall be deposited from time lo time to the credit ofthe corporalion iii such banks, trust companies orother depositaries as the board of directors rnay approve or designate, and all such fiinds shall be withdrawn only upon checks signed by such one or more officers or employees as tiie board of directors shati from time to time determine. Section 8.06. Corporate Records. (a) Required Records. The corporation shall keep complete arid accurate books and records of account; minutes of the proceedings of the incorporators, shareholders arid directors and a share register giving the names and addresses ofall shareholders; and the number and class of shares held byeach. The share'rcgisteir shall be kept at eitiicr-tfie registered office ofi,the .corporation in the Commonwealth of Pennsylvania oral its principal place of business wherever.situated or at tiie office ofits registrar or transfer agent. Any books, minutes or other records may be in written form or aiiy other form capable of being converted into written form within a reasonable time. (b) Right qf Inspection. Every shareholder shall, upon written verified demand staling the purpose thereof, have a right to examine, in person or by agent or attorney; during the usual hours for business for any proper purpose, the share register, books and records of account, and records ofthe proceedings of die incorporators, shareholders,and directors and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of the person as a shareholder. In every inslance^where an attorney or otiier agent is tf ic person who seeks tlic right of inspection, tiic demand shall be accompanied by. a verified power of attorney or other writing tiiat authorizes the attorney or other agent to so act on behalf of the shareholder. The deniaiid shall be directed to the corporation (Oat its registered office in the Commonwealth of Pennsylvania, (ii) at its principal place of business wherever situated, or (iii) in care of the person in charge of an actual business office of tiie corporation. 23 http://ye]lo\v.gsionline.com/MDOCFILE.html?SESS10N=8BTRMR..&PI=l&ACCESSNO=000110465... 11/29/2008 LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11/18/08 Page 25.of 25 Section 8.07. Voting. Unless otherwise ordered by the board ofdircctors, the corporation may cast (by consent or at a meeting) the votes which the corporation may be entitied to cast as a shareholder, member, partner or otherwise in any other corporation, limited liabiUty company, parmership or other entity any of whose shares or otiier securities are held by or for.the corporation by any ofits officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the board of directors or a provision of the other corporation's articles or bylaws, is appouited its general Or special proxy in which case that person shall be entitied to vote the shares orother securities. Section 8.08. Fiscal.,Year. The fiscal yearof the corporation shaU begin on tiie first day of January in each year. Section 3.09. Amendment of By Iq ws. (a) General Rule. Except as otherwise provided iiv.tiie.cxpress.temis ofany series ofthe shares ofthe corporation, the authorityjo adopt, amend and repeal these Bylaws ofthe corporation is hereby vested in the board ofdircctors ofthe corporation. These Bylaws may be amended or repealed, or new bylaws may be adopted, by vote ofa majority of the board ofdircctors of tiie corporation in office at any regular or special meeting ofdircctors, including in circumstances othcn\'ise reserved by statute exclusively to the shareholders (except as otherwise provided in Section 15b4(b) ofthe Business Corporation Law), subject to the power of the shareholders to change such action. Any bylaw adopted by theboard of directors under this paragraph shall be consistent with the Articles. (b) Effective Dale. Any cliange in these Bylaws shall lake effect when adopted unless othenvise provided in the resolution effecting the change. 24 http://yelIow.gsion!ine.com/7vIDOCFILE.html?SESSION=8BTRMR..&PI-l&ACCESSNO=000U0465... 11/29/2008 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE OCTOBER 19, 2012 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: PENN NATIONAL GAMING, INC. I, Carol Aichele, Secretary ofthe Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed Is a true and correct copy of 1 ARTICLES OF INCORPORATION filed on Deceinber 16, 1982 2 ARTICLES OF AMENDMENT-BUSINESS filed on December 23, 198 6 3 ARTICLES OF AMENDMENT-BUSINESS filed on April 12, 1994 4 ARTICLES OF AMENDMENT-BUSINESS filed on October 15, 1996 5 ARTICLES OF AMENDMENT-BUSINESS filed on November 13, 1996 (List of dociunents continued on next page) Certification Number; 10632943-1 Verify this certificate online at http://www.corporatlons.state.pa.us/corp/soskb/verify.asp (List of documents continued) 6 MISCELLANEOUS FILINGS - Domestic filed on March 16, 1999 7 ARTICLES OF AMENDMENT-BUSINESS filed on July 23, 2001 8 ARTICLES MERGER/CONSOHDATION-ALL TYPES filed on January 28, 2005 9 ARTICLES OF MERGER-BUSINESS filed on August 25, 2006 10 CHANGE OF REGISTERED OFFICE - Domestic filed on November 28, 2006 11 ARTICLES OF MERGER-BUSINESS filed on June 25, 2007 12 ARTICLES OF AMENDMENT-BUSINESS filed on December 28, 2007 13 ARTICLES OF AMENDMENT-MISCELLANEOUS filed on July 3, 2008 14 STATEMENT OF CORRECTION filed on July 9, 2008 Which appear of record in this department. IN TESTIMONY WHEREOF, 1 have hereunto set my hand and caused the Seal of the Secretary's Office to be affixed, the day and year above written. Secretary ofthe Commonwealth Certification Number: 10632943-1 Verify this certificate online at http://wvwv.corporations.state,pa.us/corp/soskb/verify.asp ;V-'-^'"'^"--^'^iDeceM« .•:-'•' •:''iQ82-. 1985 r fPPllCANT-SACCINO 82-70 '^^--'^tmcrtt-.of State; • • ^^^:BCt.—204 [Rev. S-72) 1514 (Line for numbering; Filing Fee: S73 Ml COMMONWEALTH OF PE.N'.N'SVLVAMA Artie(».of ific^'ontiIfic^'orationi — DEPARTMENT OF STATE DamtlstR Business Corporation CORPOKATION BUREAU J Secretary '^% In compliance with the requirements of section 204 of the Business Corporatioh.Law/vact offiyiay^^^ \P. L. 3(i4j (15 P. S. §1204; the undersigned, dcsirinj; lo be incorporated as a business coipbratioii/hereby cenilies (certify; that: L The name of the corporalion is: PNRC Corp. 2. The location and post oillce address of the inilial registered office of the corporalion in this Common- W'L'iiE'h iS; R. D. 1, p. 0. Box 100, Grantville, PA 17028 (NUMBER) (STHCET) Pennsylvania (Clivi '"P CODE) 'he corporation is incorpoiatcd under the Business Corpoianon Law of the Commonweallh of Pennsyl vania for the roliowiiig purpose or purposes; The corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful busir«^ss for which corporations may be incorporated under the Pennsylvania Business Corporation Law, including the power to engage in manufacturing, this corporation being incorporated under the said Business Corporation Law. 4. The term ior which the corporation is lo c.xibt is: ... .Perp^uaJ, 5. Tho iigfiregate number ol shares which the corporalion shall have authority to issue is; 1,000,000 shares common stock, at a par value per share of $0.01 1,000,000 'shares preferred stock, on such terms and provisions as the Board of Directors, from time to time, shall designate/ at a par value per share of ^.01 Certification^: 10632943-1 Pago 1 of79 I OSCB:BCL—204 (Rev. e-72)-Z j. The name^St and post oMke address{(3?) of each iruorporaiorJJj and ihit' riurhtkT iarid cla • bribed by such incorporatortS-isfaoX): ' ';:•"':'. ^'- • .'• '^^^ N*WE ADDRESS, fiijM8Efl,AND:fcLASS OF BHAREJI. idciuamg Ji(p»i and number I'Jfiri • ' ' ''-.-•• •<•.; 15th Floor'The Fidelity Bidg, . r" pr^pn::, r: ^^^:.r.'[^•^A Philadelphia, PA 19a;69 : Ohe^ 5CI^)^ sltere:conimiam] '-; - • ::;^-?.'-^;..':;-'\p^- ^"-•-•:--.;rV.. M 7a ilL_ali_elecfeions__f(^r, Directors, each sha-rehblder.'<^ivMyi^d.:.^p6xff^^^^ I be entitled to only one vote for each share/heilSaji^ :i5| :&|in^ to-dgny tc Directorsto-d^ny tn, sharehoTder5:-i:he •right--of.-cumuj^tive--vojl:i!ng^ 8.. Except as otherwise provided by, and subject to j^therfp^bvi^^^^^ of. applicable law, any action which may be ta\^en-a^ :Si:i:^x^^^^i^^^-^^^^:''^ r. K shareholders or of a class of shareholders of^thel^co^^^^jp/Sn^^ \-_ :' ^. taken without a meeting, provided a consent 'qj^ cpr^^i^Jl^^^iVH^ action, setting forth the action so taken, shall i^:|^^^S|^jS^j^piS^ S shareholders entitled to cast a majority (or such lar^e?y|per^^^ be required by law) of the nuinber bf votes wl;ich alK/sB^qh^lferefi^^^^^^ .';. entitled to cast thereon, and (2) filed with the Secre^fa^yfb^^^ V: Cojporation. IN TESTIMONY WHEREOF, the incorporator(?f; has (K3«?) signed and. sealed-these Articles of Incor-' poraiion this 14th day nf December • IQ 82 IIA .(SEAL) "Donna G. Haagland' / (SEAL) INSTRUCTIONS FOR COMPLETION OF FORM: A. For general inslructions relating lo the incorporation of business corporations see ]9 Pa, Code Ch. 35 (relating lo business corporations gcneially). These instructions relate, to such maticrs as corporate name, .viatcd purposes, term of existence, authorized shares structure and related authority of the board ol directors, inclusion of names of first directors in the Articles of Incorporation, optional provisions on cumulative voting for election of dircciors. etc. B. One or mure corporations or natural persons of full af^e may incorporate a business corporation. C. Optional provisions required or authorized by law may be added as Paragraphs 7, 8. 9 . . . elc. D. The foUowini' sh.ili ateotnpany this fnnn i\] Three copies of Form [JSCHiBCL—200 {Rei»isir>- Statement Domestic or Foreign Business Corporation J. (2) Any necessar.- copies of Form DSCU:I7.2 (Consent to Appropriai.-»n of Name) or Form DSCB: 17.3 (Consi'in to Use of Sin)ilar Name). \'.\) Any necess;ir\' ijovernmet (al approvals. E. HCL S20.5 (15 I'a. S. M203J lequircs that the Incorporators shall advertise iheir intention to file or the corporation shall advertise the filing; (if-articles'of'incorporation. Proofs'bf publlcaVion ofsuch advertising i.hould not he citrlivered lo the Department, but should be filed wilh the minutes of the corporation. ..: " '"" Certification^: 10632943-1 Paae2or79 82-70 153 department of ^tate CERTIFICATE OF Office of i^t ^ecrstar^ of i^t €otftttiottfeaIil| a (All to pi|om ^{|eee presents ^IjaU (ttome, j339h0r0HS, i/nife- the provisions of the Laws ofthe Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a "Certificate of Incorporation" evidencing the incorporation of an enlity. S&httt^B^ The stipulations and conditions ofthe Law have been fully complied with by PNRC CORP. Ult|0r0tDr0, ^ttDuI ^C, That subject to the Constitution of this Commonwealth, and under the aulhority of the.Laws ihereof, lao by these presents, which I have caused to be seated with the Great Seal of the Commonweallh, declare and certify the creation, erection and incorporalion of Ihe above in deed and in law by the name chosen hereinbefore specified. Such corporalion shall have and enjoy and shallbe subject to all the powers, duties, requirements, and restrictions, specified and eryoined in and by the applicable laws of this Commonweallh. \© tu 0lt under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 1 6 ( U day of D E? r: e /ll b G r in the year of our Lord one thousand nine hundred and^.^ i ci h + y ~ + w o fflfj and ofthe Commonwealth the two hundred ^rpvpnth Secretary of the Commonwealth 0724B<^6 Certification^: 10632943-1 Page 3 of 79 r..( - S J f > Filed thifiy ^BwilUHT S ACCT NO CommonVealth'ofPeniuyly^ma ) ^5:« Departnient of {itate '' r ^^ "^^^ DSCe BCL-e06(R«v 8 72) 81505 616 (Lln^ for numbering) COMMONWEALTH OF PENNSYLVANIA -fiSN&iovrt— D£;PARTMENT OF STATE uSWRB nEntt wfpi*«*>K) CORPORATION BUREAU Secretaiy of )hetCorbm|e^t^i^ ^J In comi)Uancc with the requirements of^sectlon 806 of the Business Corporation Law act'^t^|x;5'lL93p^' (P L 36;4)(15»P S {il806)^theundeT^gned^tpbratlon desiring to amend its Aniclessdo^hlei'eby cenify thit ^ i m 1 The name oflhc corporation Is PNRC.pacp...... ^:m '•.:-.'.'.K-i r "'c.(HbM6MVr'".''-•; •(8THieT»-, I: • •'•--'•" - '!3>^P^.'^ "• GrantVi'iiev: . PennsyiyjaUfUa 1702^; jzip coot)'. :3. The stsjo^tj^byfo'tiunder whichUtiw-Miiftcoi^rated ts: Bisine^JGoa^C^ 1933 (P.L, 364) .-.••.I'. 4. The;date'SSi|mcorporation is: 0^?^$^^ 16, 1982 ''i>^ 5. (Check; anci if appropriate, complete.one of theToUowing): : -: • -1 \ '^ : Q The meeting of the shaiehddere>^ the corporation at which the amendme^^a^ adopced'^waff^ held at the.time and place and pursuant to tHb kind and period ofnotlce herein stated. '--/" • ' ^••,- Time: The day of. .. 19 Place: Kind and period of notice Q The amendment was adopted by a consent in writing, setting forth the action so talcen, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6. At Ihe time of the action of shareholders: (a) The total number of shares outstanding was-. 300,000 (b) The number of shares entitled to vote was: (Vrt^flpnh^na- inr,^>^Q9jQQ,g^,1 M-7Q ^ See;5E«hil>it VA" atl^sttl^ llwretb:^ai^ part hereof. if-'^-- •"-••••-• •• ''f':'--I IN TESpMCiNy W thi) uridersifened coxporatlojiJiagcaused these Articles of Araendrhem to- be signed by; a dOly atithorized officer and 'it6^;co;rporat^^'5^ dijly'^SiK^'sted by another such cfilcer. tO be hereuni6;afflxed this ^^ day nf 7x^tM|>Keft. 19_ Attest:. :.. ... - ^ ilOM«TUBS) tSlONATURE) Peter D. Carliho, President ir>:^v v'v' (TOBS^^SaBBC ASSISTANT seCRnARYJDQi orotTpmsiDENT. lanmxBMaaxsxu (COftPCRATe-fieALr"' INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by panlal written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class w >re entitled to vote as a class, the number of shares of each class so entitled and the number of shares o( all other classes entitled to vote should be set forih in Paragraph 6(b). E. If the shares of any class were entitied to vote as a class, the number of sharea^of such class and the number of shares of all other classes voted for and against such amendni<^i|jpKspectively should be set forth in Paragraphs 7(a) and 7(b). xi V*t> -^ ^ "^^• CertificaiBn#:B|CSt3S^"^l!MeI^(§7t>1807j requires that the corporation shall adv^is£.«s''inten(ion .» flie or the fliing of Articfes^of Amendment. Proofs of publication of such Ad^lbrttsing shct^li^k* be dehvered to the Departmenl, but should be filed with the m'nutcs oJ the corparaiion,, ^ \ y. *' Af%ci€^^_5•^c>f^'the:"(i ioi^lii^lBxlticies of Xnc6rpo;^afcipjrpo;^a|iprifiB"iv^;i;n V .'':! amoncleS^ irifits' ehtd^ty to'readSias foilows: -'• ,' ll The'aggregate, nij^ which the Coir.ppratioh: sha^l :',i'j have authority:£o isbuje is 1,000,000 shares' ipi^Clase .A' ficrtfepn• • Stocky $,;pi" par valuet-and i;,000,00b shares of-'C&s^i-Bil&flfi^n!;^ S.tock, .$ibl piar value. Except as otherwise required by^ th^ Pennsylvania.Business Corppration Law, the entire vdtihg ' power of the Corporation shall be vested, exclusiively in.the holders of the-Class A Common Stock, each share thereof beino entitled to drie votej and the holders of the Class B Common Stock shall not have, any voting power pr any right to participate in any meeting of Shareholders and shall have not any rights of;.Shareholders with respect to any noticej election, meeting, consent or waiver of notice. Except as provided for in the.immediately preceding sentence, each ly. share of Class A Common Stock and each share of Class B Common. Stock shall in all respects be equal and entitled to the .same-rights', andrprivileges, and in the event of; any divid|hd or any: lii^fdaiion, dissolution or winding-up of the affc^ira.of th)BjC whether voluntary or involuntary, partial' or ptherwisp>- tlieiamount paid or distributed in r€!3pe;ct,.pf e^ach;shajr€ of-Glass A Common Stock shall be same afe,:;t&^'e^^ distributed in respect of each share of Cl^sisiB .CommonvStodk, ; : 'i ').'\.'^ Certifications: 10632943-1 Pace 6 of 79 'T:'7!:^^:-''.'- . {/: • ^t^mim^f-- ' '"}% '•""-'- V--^1;::|fWf%v^>rK-0^i • •'•':t •' ' y%^!:'MMi • ';-.t'::'^',t.^'.iJi • '•'••' • r. '-'-WM'H^W^ ''^^:VM!:0J^^-^?^-^^'" -\yy-:im : .•.:• n «...».»^/thGlMeM^ of licorptfatfon of 4 biiBlniMHdiffarpartiidn }:v^|§||S^^||||^^i^ that JLaw patainlng to tho amend- im^^^^|^;Ofinoo^)^ fuUy compl/ad with ^ PNRC CORP. _^?P:'That subject to the C under my Hand and the Qreat Seal of the CSomroon' woalth, at the City ofHEnAburgt thi? 23 rd day of Decetober to the year of our Lord one thoimnd nine hundred and eighty six and ofthe Cbmnwfiwieaith the two hundred eleventh. Certification^: 10632943-1 Page 7 of 79 SGcretaiy of the Cbmmonwsa/th cav OSCe-81 17-701 M:'.'' ,. m"" P . , ARTICLES OF AMENDMENT Rled in the D'3oarn-Ut Qt State oij^_^p^ ^ J jg •iff I ARTICLES OF INCORPORATION ..__:2^ U^-fti.^ %. " C yGci-£Urv CV iiiri r^oiTimop^'"'' OF PNRC CORP. ***** '•fr-: In compliance with the provisions of section 1915 (relating to Articles of Amendment) of the Pennsylvania Business Corporation Law of 1988, as amended, the undersigned business corporation, desiring to amend and restate in their entirety its Articles of Incorporation, hereby states that: 1. The name of the corporation is PNRC Corp. 2. The address of this corporation's current registered office in this Commonwealth is R.D.I, P.O. Box 100, Grantville, PA 17028. 3. The statute by or under which it is incorporated is the Act of May 5, 1933, as amended. 4. The original date of its Incorporation is December 16, 1982. 5. The amendment, to the Articles of Incorporation of this corporation as set forth herein shall be effective upon the filing of these Articles of Amendment with the Department of State. 6. The amendment was adopted by the shareholders of this corporation pursuant to 15 Pa. C.S. §1914(a)(b). 7. The amendment adopted by the corporation is set forth in full as follows: RESOLVED, that the Articles of Incorporation of this Corporation be, and they hereby are, amended and restated, in their entirety, to read as follows: 1. The name of the Corporation is; Penn National Gaming, Inc. 2. The Corporation was incorporated under the provisions of the Act of May 5, 1933, as amended. j Certification!^: 10632943-1 Page 8 of 79 'i: ;1K' r'"^ — ^"y^- :K~'-'^.-lt'i?,-y,','.T^..~ .*•• 's**'' ''< • ^"-^ 3. The address bf the Corporation's registered office in this Commonwealth is: Wyomissing Professional Center, 825 Berkshire Boulevard, suite 203, Wyomissing, Berks County, Pennsylvania 19610. 4. The aggregate number of shares which this Corporation shall have authority to issue is: (a) Ten Million (10,000,000) shares of Common Stock with a par value of $.01 per share; and (b) (i) One Million (1,000,000) shares of t Preferred Stock with a par value of $.01 per share. (ii) The Preferred Stock' may be issued from time to time in one or more series with such distinctive designations as may be stated in the resolution or resolutions providing for the issue of such stock adopted, from time to time, by the Board of Directors of this Corporation. The resolution or resolutions providing for the issue' of shares of a particular series shall fix, subject to applicable laws ! and the provisions hereof, the designation, rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (A) The number of shares consti tuting such series, including the authority to increase or decrease such number, and the distinctive designa tion of such series; (B) The dividend rate of the share:; of such series, whether the dividends shall be cumula tive and, if so, the date from which they shall be cumulative, and the relative rights of priority, if any, of payment of dividends on sharers of such series; (C) The right, if any, of the Corporation to redeem shares of such series and the terms and conditions of such redemption; (D) The rights of the shares in case of a voluntary or involuntary liquidation, disso lution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; -2- CertificalionS: 10632943-1 Page 9 of 79 (E) The votingr power, if any, of such serines and the terms ahdi conditions under which such voting power may be-exercised; W- (F) The obligation, if any, of the Cprppz:ation to retire shares of such series pursiia;htv5to a retirement or sinking fund or funds of a sitaiiar nature or other-wise and the terms and conditions of such obligations; (G) The terms and conditions, if any, upon which shares of such series shall be conver tible into or exchangeable for shares of stock of any other class or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment if any; and (H) Any other rights, preferences or limitations of the shares of such series. 5. In all elections for Directors, each shareholder entitled to vote shall be entitied to only one vote for each share held, it being intended hereby to deny to shareholders of this Corporation the right of cumulative voting in the election of Directors. IN TESTIMONY WHEREOF, the undersigned officers of this Corporation have executed and sealed these Amended and Restated Articles of Incorporation this litli day of April, 1994. PNRC CORP. 6 -.- /' ;<"•:.-^ By:. ETER M. CARLINO, i Chairman of the Board Attest: WT^t^-.'CV-^ >^4^.ri.r^.r/^ ROBERT S. IPPOIiJf^, Secretary -3- Cm.ficalion#: 10632943-1 Page 10 of 79 '"""" • •• ' - - .:. ^.j^^ j^ the J>6paflmani ot miMh8[? state on/; OCT 15^96 AMENDED AND RESTATED ARTICLES OF INC0S&€f^fe*!Kfll ^^ Dom?ftDnwCommDnwealt« h PENN NATIONAL GMINO, INC. In compliance with the provisions of Section 1915 (relating t:o Articles of Amendment) of the Pexusylvatiia Business Corporation Law of 1998, as amended, the undersigned business corporation, desiring to amend and restate ih their entirety its Articles of Incorporation, hereby states that: 1. The name of the Corporation is: Pena National Gaming, inc. 2. The Corporation was incorporated under the provisions of the Act of "../ 5, 1933, as amended. 3. The address of the Corporation's registered office in this Commonwealth is: wyomissing Professional Center, 825 Berkshire Boulevard, Suite 203, wyomissing, Berks County, Pennsylvania 19610, 4. The aggregate nt^mber of shares which this Corporation shall have authority to issue is: (a) Ten Million (10,000,000) shares of Common Stock with a par value of $.01 per share; anu (b) (i) One Million (1,000,000) shares of Preferred Stock with a par value of $,01 per share. (ii) The Preferred Stock may be issued from time to time in one or more series with such distinctive designations as may be stated ih the resolution or resolutions providing for the issue of such stock adopted, from time to time, by the Board of Directors of this Corporation. The resolution or resolutions providing for the issue of shares of a particular series shall fix, subject to applicable laws and the provisions hereof, the designation, rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (A) The number of shares consti tuting such series, including che authority to increase or decrease such number, and the distinctive designa tion of such series; Certilft»i6iq#31Hje*S2943-l Page 11 of 79 (B) The dividend rate of the shares of such series, whether the dividends shall be cumula tive and, if ao, the date from which they shall be cumulative, and the relative rights of priority, if any, of payment of dividends on- shares of such series; (C) The right, if any, of the Corporation to redeem shares of such series and che terms and conditions of such reden^tion; (D) The rights of the shares in case of a voluntary or involuntary licjuidation, disso lution or winding up of the Corporatioh, and the relative rights of priority, if any, of payment of shares of such seriiss; (B) The voting power, if any, of such series and the terms and conditions under which such voting power may be exercised; (F) The obligation, if any, of the Corporation to retire shares of such series pur- suamt to a retirement or sinking fund or funds of a similar nature or otherwise and the terms and condi tions of such obligations; (G) The terms and conditions, if any, upon which shares of such series shall be conver tible into or exchangeable for shares of stock of amy other class or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment if any; and (H) Any other rights, preferences or limitations of the shares of such series. 5. In all elections for Directors, each shareholder entitled to vote ehall be entitled to only one vote for each share held, it being intended hereby to deny to shareholders of this Corporation the right of cumula tive voting in the election of Directors. 6. The amended and restated Articles of Incorporation of this corporation as set forth herein shall be effective upon the filing of these Amended and Reseated Articles of Incorpor ation with the Department of State. 7. The amended and restated Articles of Incorporation were adopted by the "shareholders of this corporation pursuant to 15 Pa. C.S. §1914 (a)(b). Certification^/: 10632943-1 Page 12 of 79 Doc. No. 314166.1 Cfi'/•'• / 5ll ^ 8. Tilie amended and restates Articles of Incorporation adopted by the corporation is set forth in full as follows: RESOLVED, that the Articles of incorporation of this Corporation be, and they hereby are, amended and restated, in their entirety, to read as follows: 1. The name of the Corporation is: Penn National Gaming, Inc. 2. The Corporation was incorporated under the provisions of che Act of M^y 5, 1933, as amended. 3. The address of tha Corporation's registered office in this Commonwealth is: Wyomissing Professional Center, 825 Berkshire Boulevard, Suite 203, Wyomissing, Berks County, Pennsylvania 19610. 4. The aggregate number of shares which this Corporation shall have authority to issue is; (a) Ten Million (10,000,000) shares of Common Stock with a par value of $.01 per share; and (b) (i). One Million (1,000,000) shares of Preferred Stock with a par value of $.01 per share. (ii) The Preferred Stock may be ieeue'i from time to time in one or more series- with such distinctive designations as may be stated in the resolution or resolutions providing for the issue of such stock adopted, from time to time, by the Board of Directors of this Corporation. The resolution or resolutions providing for the issue of shares of a particular series shall fix, subject to applicable laws and the provisions hereof, the designat:ion, rights, preferences and limitations of the shares of each such series. The authority of the Board, of Directors with respect to each series shall include, but not be limited to, determination of the following: (A) The nuinber of shares consti- tucing such series, including the authority to increase or decrease such number, and the distinctive designa tion of such series; (B) The dividend rate of the shares of Buch series, whether the dividends shall be cumula tive and, if so, the date from which they shall be cumulative, and the relative rights of priority, if any, of payment of dividends on shares of such series; Cert??R?a^3^*Wft-J2943-l Page 13 of 79 (C) The right, if any, of the Corporation to redeem shares of such series and the terms and conditions of such redemption; • (D) The rights of the shares in case of a voluntary or involuntary liquidation, disso lution or winding up of the cbrporation, and the relative rights of priority, if any, of payment of shares of such series; (B) The voting power, if any, of such series and the terms and conditions under which such voting power may be exercised; (P) The obligation, if any, of the Corporation co retire shares of such series pursuant to a retirement or sinking fund or funds of a similar nature or otherwise and the terms and conditions of such obligations; (G) The terms and conditions, if any, upon which shares of such series shall be conver tible into or exchangeable for shares of stock of any ocher class or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment if any; and (H) Any other rights, preferences or limitations of the shares of such series. 5. In all elections for Directors, tach shareholder entitled to vote shall be entitled to only one vote for each share held, it being intended hereby to deny to shareholders of this Corporation the right of cumula tive voting in the election of Directors. 6. (a) Except as otheirwise fixed by or pursuant to the provisions of Article 6 hereof relating to the rights of the holders bf any class or series of ^stock having a prefer ence over the Common Stock as to dividends or upon liqiiidacion to elect additional directors under specified circumstances, the number of Directors of the Corporation shall be fixed from time to time by pr pursuant to the By- Laws of the Corporation. The Directors, other than those who may be elected by the holders of any class or series* of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to che time for which they severally hold office, inco three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the By-Laws of the Corporation, cue class co be originally elected tot: a Certification^: ftSa3.1?Ps^^J'^9 ^t the annual meeting of shareholders to be Doc. ^fo. 3U166.1 %^ii-ihy/ held in 1997, another class to be elected for a term expir ing ait the annual meeting of shareholders to be held in 1998, and another class to be originally elected for a term expiring at the annual meeting of shareholders to be held in 1999, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting bf the shareholders of the Corporation, the successors of the class of ^Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of election. (b) Advance notice of shareholder nominatione for the election of Directors and advance .notice of business to be brought by shareholders before an annual meeting shall be given in the manner provided in the By-Laws of the Corporation. (c) Except as otherwise provided for or fixed by or pursuant to the provisions of Article 6 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation co elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vcLcauicies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of Che remaining Directors then in pfflce, even though less than a quorum of the Board of Directors. Any Directors elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Pirector's successor shall have been duly elected and qualified'. No decrease in the number of Directors constituting che' Board of Directors shall shorten the term of any incumbent Director. (d) Subject to the rights of any class or series of stock having preference over the Common Stock as to divi dends or upon liquidation to elect Directors under specified circumstances, any Director may be removed from office, with or without cause, only by the affirmative vote of the holders of 75% of the voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. (e) Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, the affirmative vote of the holders of at, least 75% of the voting power of all shares of the Corporation entitled to vote generally in the election of Directors, CertifiCBtitflt*-:3mfift2£)43-l Page 15 of 79 I . I.I.M^»^P»«gB ^^S^WWV^^^^w^^^^^^^^^^^^^^m^^^^^^^^- £vi^>r^; vptin^'tpgethet/i^srafas^ shall be-required to alter, amenc" '-^oir^^^es®---thlsi^=Alffi^lfe"'6'. OT-TBSTIMpip-.virtj^^^ Officers of this epj?EiK>r£^^ Amended and^ Restated Articles of Incorpofitfeioh t:Eia 8iSi 4^^:ot May, i^'96. PENN ING, INC, Name: teter M. Carlino Title: President Attest ^^Hg^>^^:^'^<1^!^>» Name: Robixjt S. IpgSi Title: Secrletary Certificalion^: 10632943-1 Page 16 of 79 •'• 11/13V96 AfED 14:54'm '• "••"•'"'" ^^ •••"•"' ""'"•' ""- aao-* Microfilm No. Filed-with ima paRaxcmfint of Sntity No. 12^-^^^ 'A^-^^ Secretary of Che Commflnwaalcomm&nwaaTc;h z ARTZCXiBS OS* AUBNSfiSSBT-DQSaSSTIC B9g39S5S CO&POBATXOST Decss15-1915 (Oav. 91) In ccmpliance with'the requirementg of 15 Pa.C.S. Section 1S15 (relating to Articles of Aznendment:), che undersigned business corporation, deairing to amend its Articles, hereby states chat: 1. The name of che corporation is: Penn Natioxaal Gamingi Inc. 2. The address of this corporation's current registered office in thid CotEOBonvaaltli and the county of vecua is: 'ifyomissing Professional Center, B25 Borkahire Boulevard, Suit^ 203, wycmissing* Berks County, Pennsylvania, 19£10. 3. T2:e statute by or under which It was incorporated is: Pennsylvania Business Corporation Lay, as amended. 4. The data of its incorporation ia; 12/16/62 5. The amendment shall be effective upon filing these Articles of Amendmanc in che Department of State. 6. A reaoluticn secting forth the amendment was duly adopted by tJie Board of Dlretstcrs at a meeting of auch Board pursuant tc IS Pa.C.S. Sections 1914(c) and 1912. PauomNo 341101.1 Certification)^: 10632943-1 Page 17 of 79 •V^^'^SfcioJ- 7. ThaV-ame^ndment adopted by the corporation, set forch in full, is^ as EbliowB^: •Article 4r, subparagraph . (a), of the Articles of In'c^orpbraition'p£ ttiisr-'^CioirpQration be and it: hereby is, amended to read as fplibws: "4. The ag'gregate number of shares which this Corporation shall have authority co issue is: (a) Twenty-^Million (20,000,000) shares of Common Stock with a par value d£ $.01 per share; and" IN TBSTtuodY HSSigsOF:, bhG undersigned corporation has caused these Articles of Ahfianj^iuaht to be "Signed by a duly authorised officer thereof this /J day of November, 199 6. Vi^JaONAL Q»lZ3irQ, INC. Iter M. Carlino CSiaixsian of the Board and Chief Bxecucive Officer p^raym JIa. lAtfOa.l Certification)^: 10632943-1 Page 18 of 79 :• . • •'7^-^'" ^5^'- ^.FileiiQ^e Department of '• ' /L Staler" • >^ MAR 1 61999 *CTiNa Secr^l^ ofthe Commonwealth #" STATEMENT WITH RESPECT TO SHARES OF SERIES A PREFERiiED STOCK OF PENN NATIONAL GAMING, INC. In compliance with the requirements of Section 1522 of the Business Corporation Law of 1988. P.L. 1444, No. 177 (15 Pa. Cons. Stat § 1522(c)), the undersigned company, desiring to state the voting rights, designations, preferences, qualifications, privileges, limitatio-^. options, conversion rights, and other special righls.i f any, ofa class or a scries ofa class ofits shares, HEREBY CERTIFIES THAT: (1) The name ofthe corporation is Penh National Gaming, Inc. (the "Company"); (2) The resolution establishing and designating the class or series of shares and fixing and detennining the relative rights and preferences thereof is set forth in full in Exhibit 1 attachevl hereto and made a paxt hereof, (3) The aggregate number of shares ofsuch class or scries established and designated by (i) such resolution, (ii) all prior statements, if any, filed under Section 1522 ofthe Business Corporation Lavv of 1988 or conesponding provisions of prior law with respect thereto, and (iii) any other provision ofthe Articles of Incorporation ofthe Company is 400,000 shares; and (4) The resolution was adopted by the Board of Directors of tfie Company at a duly called meeting held on May 20,1998. Certificalioni^: 10632943-1 Page 19 of 79 p^p^^^?^-i?^;'p^^^^:'^^^T/^^^ ;rv; • H^i^t •'••• .:;-• :K'r 7-•• •• ; • -r.f-f^m^tm^j^ .:r: • • •'"' - ^ IN WITOE^SWiil^REOF, Penn NatibnalGaming has cau^^ statement to be duly executed in its corporate name on this^"** day ofMarch, 1999. Attest: PENN NATIONAL GAMING, INC. ±k^i Name: Pcfer/M: Carlino Title: Chairman and Chief Executive Officer [Corporate Seal' Certificalion)^: 10632943-1 Page 20 of 79 Exhibit 1 FKNN NATIONAL GAMING, INC Secretary's Certificate The undersigned, Robert S. Ippolito, hereby certifies that he is the duly eleaed, qualified and acting Secretary, Treasurer and Chief Finandal Officer of PENN NATIONAL GAMING, INC., a Pennsylvania coiporation (the "Company"), and that what Mows is a true and correct copy of resolutions duly adopted by the Board of Directors of the Company at a meeting duly held on May 20,1998, which resohitions have not been altered, amended, modified or rescinded and remain in full ibrce and effect on the date hereof WHEREAS, the Board of Directors deemsit desirable and in the best interests of the Company and its shareholders that steps be taken to preserve for shareholders the long-term value ofthe Company in the event of an attempted takeover of the Company; and WHEREAS, the Board of Directors bdicves that a dividend to holders of the Company's Common Stbck,:par vahic S;01^per share (the "Common Shares"), of rights to purchase firactiohal shares of Series A Preferred Stock (the "Preferred Stock"), on the tennsand subject to the conditions hereinafter provided, is in the best interests.of the Company and will contribute tp the preservation ofthe Company's long-term value forit s shareholders; and in arriving at this belief^ the Board also considered the e£fects upon employees, suppliers ind customers ofthe Company, and upon communities in which offices or other establishments of tlie Company are located and all other perdnent factors; and WHEREAS, the Board of Directors wishes to create the Preferred Stock, and designate the number of shares thereof and the voting powers, preferences, rights and restrictions thereof NOW. THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly >rested in the Board of Directors of Penn National Gaming. Ino. (the "Company") by Aiticl.v4(b) ofthe Articles of Incorporation ofthe Company, the Board of Directors hereby creates the first scries of Prefened Stock, par value SO.Ol per share, which shall consist oi.'400.000 sliaies and shall be designated as the Preferred Stock, and fixes and deiermlnes the voting rights, designations, pref -ances, qualifications, privileges, limitations, restrictions, options, conversion CcrtincationS: i06a>9iia-un4*i'thaff Special or relative rightsthereo f as follows: Section 1. Dividends and Distributions: (a) The rate of dividends payable per share of Preferred Stock on the first day of Marcli, June, September and December in each year or such other quarteriy payment date as shall be spedfied by the Board of Directors (each such date being referred to herein as a "(Quarteriy Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date afler the first issuance of a share or fiwAion of a share ofthe Prcfeiied Stock, shall be (rounded to the nearest cent) equal to the product of 100 multiplied by the aggregate per share amount ofall cash dividends, and the produa of 100 multiplied by the aggregate per share amount (payable in cash, based upon the fair market value at the.time the non-cash dividend or other distribution is declared or paid as determined in good.&ith by the Board of Directors) ofall non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision ofthe outstanding shares of Common Stock (by reclassification or othenvise), declared on the Common Stocki $.01 par value, ofthe Company since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first (Quarterly Dividend- Payment Date, since thefirst issuance of any share or fractionof a share ofthe Preferred Stock, subject to the provision for adjustment hereinafter set forth. Dividends on the Preferred Stock shall be paid out of funds legally available for such purpose. In the event the Company shaU at any time alter May 20, 1998 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstandingshares of Common Stock into-a smaller number of shares, then in each such case the amounts to which holders of Preferred Stock were entitled hnmediately prior to such event under clause (ii) ofthe preceding sentence shall be adjusted by multiplying each such amount by a fhiction the numerator of which is the mmiber of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) ]!)ividends shall begin to accrue and be cumulative on outstanding Preferred S:Qck firom the Quarterly Dividend Payment Date next preceding the * date of issue ofsuch Preferred Stock, unless the date of issue ofsuch shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shallbegin to accrue fi-om the date of issue ofsuch shares, or unless the date of issue is a Quarterly DividendPayment Date or is a date after the record date for the determination of holders of Preferred Stock entitied to receive a quarterly dividend and before such Quarteriy Dividend Payment Date, in either of which events such dividends shall begin to acc:ue and be cumulative from suet Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Preferred Stock in an amount iess ihan Ihs total amount ofsuch dividends at the linicaccrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shaitis at the time oulsianding. Certification^: 10632943-1 Page 22 of 79 0C-i5l4i01 Secaon 2. Voting Rightg. In addition to any other voting rights required by law, the hoiders of Preferred Stock shall haye the following voting rights: (a) Subject to the provision fbr adjustment herdnafter set forth, each Preferred Stock shall entitle the holder thereof to 100 votes on all rnatters submitted i:o a vote of the Shar^olders ofthe Company. In the event the Company shall at any time after the Rights Declaration Date (i) declare any di^dend on Common Stock payable msharesof Common Stock, Cu) subt^videthc outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smallernumber of shares, then m each such case the number of votes per share to which holders of Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fi'actionth e numerator of which is the number of shares of Common Stock outstanding immediately after such eyent and the denominator of v^ch is the nuinber of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends on the Preferred Stock shall be in arrears to - an amount equal to six full quarteriy dividends thereon, the holders of such Preferred Stock shall become entitied to the extent herdnaftcr provided to vote noncumulatively at all elections of directors of the Company, andto receive notice ofall Shareholders' meetings to be held for such purpose.At such meetings, to the extent thai direaors are being elected, the holders ofsuch Preferred Stock voting as a class shall be entitied to elect two members of the Board of Directors ofthe Company; and all other directors of the (Zompany shall be elected by all Shareholders ofthe Company entitied to vote in the election of directors. Such voting riglits ofthe holders ofsuch Preferred Stock shall continue until all accumulated and unpaid dividends thereon shall have been peud or funds sufficient therefor set aside, whereupon all such votingsrights ofthe holders of shares ofsuch series shal^ cease, subject to being again revived from time to time upon the reoccurrence ofthe conditions above described as ^ving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Company may, and upon the written request of the holders of record of not less than 20% ofthe then putstanding total number of shares ofall the Prefer] cd Stock having the right to elect directors in such circumstances shall, call a special meeting of holders ofsuch Preferred Stock for the election of directors, in the case ofsuch a written request, such special meeting shall be held within 90 days after the dehvery ofsuch request, and, in either case, at the place and upon ;he notice provided by law and in the By-laws ofthe Company; provided that the Company shall not be required to call such a special meeting if such request is received less than 120 days before the date fbced for the next ensuing aimual or special meeting of Shareholders ofthe Company. Upon the mailing of the noiice of such special meeting to the holders ofsuch Preferred Stock, or, if no such meeting be held; then upon the mailing ofthe notice ofthe next annual or special meeting of Shareholders for the election of directors, the number of Certification^: 10632943-1 Page 23 of 79 .';ua/iu/H9 TUE 12:58 FAI -^ ._^ — J\i ; directors ofthe Company shall, ipso facto, be increased to the extent, but only to the extent, necessary to'provide sufficient vacancies to enable the holders ofsuch Preferred Stock to elect the two directors hereinabove provided for, and all such vacancies shall be filled only by vote ofthe holders ofsuch Preferred Stodc as hereinabove provided. Whenever the number ofdircctors ofthe Con^sany shall have been increased, the mmiber as so increased may thereafter be further increased of decreased in such manner as may be pertnitted by the By-laws and without the vote ofthe holder of Preferred Stock, provided that no such action shall impair the right ofthe holders of Preferred Stock to elect and to tie represented by twodirectors as herein provided. As long as the holders of Prefened Stock are entitied hereunder to voting rights, any vacancy in the Board pf Directors caused by the death or resignation of any direaor elected by the holders of Preferred Stock, shall, until the next meeting of Shareholders for Uie election ofdircctors, in each case be filled by the remaining director elected by the holders of Preferred Stock having tiie rightt o elect directors in such circumstances. Upon termination ofthe voting rights ofthe holders ofany series of Preferred Stock the terms of office ofall persons who shall have been elected directors of tiiti Company by vote ofthe holders of Preferred Stock or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, in the Articles of Incorporation of the Company, or by law, the holders of Preferred Stock and the holders of Common Stock (and the holders of shares of jther series or class entitied to vote thereon) shall vote together as one class ou a'^ matters submitted to a vote of Shareholder!; ofthe Company. Section 3. Reacquired Shares. Any Preferred Stock purchased or otherwise acquired by the Company in any maimer whatsoever shall be;retired and canceled promptly after the acquishion thereof All such shares shall upon their cancellation become authorized but unissued Preferred Stock andmay be reissued as part of a new series of Preferred Stock to be created by resolutionor resolutions ofthe Board ofDinictors. Section 4 Liquidation. Dissolution or Winding Up. In the event ofany voluntary or involuntary liquidation, dissolution or winding up ofthe Company. the holders of Preferred Stock shall be entitled to receive the greater of (a) 21.00 per share, plus accrued dividends to the date of distribution, whether or not eamed or dei^iared, or (b) an amount per share, subject to the provision for adjustmeni hereinafter sci forth, equal to 100 timesth e aggregate amount to be distributed per share to holders of Common Stock. In the event the Company shall at any time after the RiglKS Declaration Date (i) declare any dividend on Common Slock nay^blc in shares of Conunon Stock, (ii) subdivide the outstanding shares of Common StoA, or t"i) combine the outstanding shares of Common Stock into a ^0-1 smaller number of shares, then in each such case the amount to which holders of Preferred Stock were entitied immediately prior to such event pursuant to clause (b) ofthe prccedhig sentence shall be adjusted by multiplying such amount by a fraction the numeiator of which is the number of shares of Common Stock outstanding imniediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately before such event. Sei:tion 5. Consolidation. Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other capital stock or securities, cash and/or any other property, then in any such case the Preferred Stock shall at the same time be similarly exchanged for, or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any - time after die Rights Declaration Date (i) declare any dividend on Common Stock payable in shar'is of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (ill) combine the outstanding shares of Common Stock into a smaller number of shares, then in each; ^udi case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Preferred Stock shall be adjusted by multiplying such amount by a fi^ction the numerator of which is tiienumbe r of shares of Common Stock outstanding immediately after such event, the denominator of which is the number of shares of Common Stock that were outstanding iiiunediately prior to such event. Section 6. No Redemption. The Preferred Stock shall not be redeemable. Se:tion 7. Fractional Shares. Preferred Stock may be issued in fractions of a share which shall entitie the holder, in proportion to such holder's.fiactional shares, to exercise voting rights,receiv e dividends, participate in distributions and lo have the benefit ofall other rights of holders of Preferred Stock. Ri:SOLVED FURTHER, tiiat the Board of Directors hereby declares that a dividend of one right (a "Right") for each Common Share be paid on March 19, 1999 to shareholders ofrccord ofthe Common Shares issued and outstanding at the close of business on such date, each Right representing the rightt o purchase one-hundredth ofa Preferred Slock (a "Preferred Stock Fraction") upon the terms and subject to the condii ons set forth inthe form of Rights Agreement between the Company and Continental Stock Transfer and Trust Company as Rights Agent presented to this meeting (the "Rights Agreement"), which agreement is hereby approved n all respects. Certification^: 10632943-1 Page 25 of 79 03/16/99 TUE 12:5a FAX (gjOll RESOLVED FURTHER, that tiie exercise price ofthe Rights shall be $40.00 per Preferred Stock Fraction and that the redemption price therefor shall be SOI per Right, in each case, subject to the adjustrnents set forth in the Rights Agreement. RESOLVED FURTHER, that the President or Chief Executive Officer of the Compjuiy, alone or together with the Secretary or Assistant Secretary ofthe Company be, and each of them herd)y is, authorized, empowered and directed, for and on behalf of the Coiripany, to execute the Rights Agreement, with such modifications as the officers executing the same shall approve, and to deliver the same to the Rights Agent thereunder, such execution and deliv^ conclusively to evidence the due authorization and approval thereof by the Company. RESOLVED FURTHER, tiiat certificates evidencing the Rights (the "Rights Certificates") shall be substantially in tiicfor m set forth in the Rights Agreement and shall be issued and delivered as provided therein.. RliSOLVED FURTHER, that tiie Rights Certificates shall be signed by the Chairman ofthe Board, the Preadent or any Vice President and by the Secretaiy or any Assistant Secretary ofthe Company (collectively, the "Proper Officers") under the corporate seal of the Company (which may be in the'form ofa fiicsimile ofthe seal ofthe Company), provided that the signatures ofany of said officers of the Company may, but need not be, a &csimile signature imprinted or otherwise reproduced on the Rights Certificates, and that the Company adopts for such purpose the facsimile signature of the present or'any fiiture Chairman ofthe Board, President, Vice President, Secretary and Assistajit Secretary ofthe Company, notwithstanding the fact that at the time the Rights Certificates shall be authenticated and delivered or disposed of he shall have ceased to be such officer. R]iSOLVED FURTHER, that tiie Proper Officers be, and each of them hereby is, authorized, empowered and directed, to execute for and on behalf of the Company and under its corporate seal (which may be in the form of a facsimile of the seal ofthe Company), Rights Certificates issued to replace lost, stolen, mutilated or destroyed Rights Certificates, and such Rights Certificates as may be required for exchange, substitution or transfer as provided in the Rights Agreement in the maimer and form to be required in, or contemplated by, the Rights Agreemeiit. RESOLVED FURTHER, thai the Rights Certificates shall be manually countersigned by the Rights Agent and books for die registration and transfer of the Rights Certificates shall be maintained by the Rights Agent as provided for in the Rights Agreement. Certification^: 10632943-1 Page 26 of 79 '^"zj.«/tfo mt, i;g:5a FAX ®012 RESOLVED FURTHER, tiiat400,00 0 Preferred Stock be. and hereby is. initially reserved for issuance upon exercise of the Rights, such number to be subject to adjustment from time to time in accordance with the Rights Agreement. RESOLVED FURTHER, tiiat Continental Stock Transfer and Trust Company (the "Bank") be, and if hereby is, appointed Transfer Agent and Registrar ifor the Preferred Stock. RESOLVED FURTHER, thai the Bank be, and it herebyis, appointed Rights Agent under the Rights Agreement, ^and that upon presentation to it of Rights Certificates for exerdse in accordance with the Rights Agreement, the Bank is authorized, as Transfer Agent and Registrarfor the Preferred Stock, to issue, countersign, register and ddiver.the Pr^erred Stock Fractions issuable upon such exercise. RESOLVED FURTHER, that tiie Proper Officers be. and each of tiicm hereby is, authorized, empowered and directeii, for and on behalf of the Company, to take all such actions and to execute all such documents as they may deem necessary or appropriate in cormection with the issuance ofthe Rights and the Prererred Stock or other securities issuable upon exercise ofthe Rights in order to comply with the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as am^ended. RESOLVED FURTHER, tiiat tiie Secretary of tiieCompan y be and he hereby is appointed as agent fbr service ofthe Company with respect to said registration statement for the Preferred Stock or other securities, and any amendments or supplements, with ali the powers and fimctionsspedfie d in the General Rules and Regulations ofthe Securities and Exchange Commission under the Securities Act. RliSOLVED FURTHER, that tiie Proper Officers be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to execute; and file such application or applications, and amendments and supplements thereto, and take such other action as may be necessary to qualify the Rights (and, if in the judgment ofsuch officers it is appropriate to do so, the Preferred Stock or other securities issuable upon exercise thereof) for trading on NASDAC or any stock exchange or national market system deemed appropriate by such olficers ofthe Company or as is required by the Rights Agreement, and that the proper officers of the Company be, and each of them hereby is, authorized to appear before the Securities and Exchange Commission, tiie National Assuciatic-n of Securities Dealers, Inc. and any stock exchange, and to execute such papers and agreements as may he necessary to conform with the requirements ofany such body and to effectuate ^-uch qualification and registration. Certification^: 10632943-1 Page 27 of 79 s' .. RESOLVED FURTHER, tiiata s long as tiie Rights arc attached to tiic Common Shares as provided in the Rights Agrcenient, one Right shall be delivered with each Common Share that shall become outstanding after Mardi 19, 1999. RESOLVED FURTHER, in connection with the issuance or sale of Common Shares following the Distribution Date (as defined in the Rights Agreement) and prior to the Expiration Date (as is defined in the Rights Agreement), the Company shall, with respect to Common Shares so issued or sold pursuant to the exerdse of stock options or under any employee plan or airangcmnnt, or upon the exercise, conv^Tsion or exchange of securities issued by the Company prior to the Distribution Data, issue;Right5 Certificates representing the appropriate number of Rights in connection with such issuance or sale, as provided in the Rights Agreement. RliSOLVED FURTHER, tiiat tiieBoar d of Directors deems it desirable and in the best interests ofthe Company that,the, Preferred Stock issuable upon exercise c:f the Rights be qualified pr registered for sale in various Jurisdictions; that the Proper Officers be, and each of them hereby is. authorized, empowered and uirecicd, for and oh behalf of the Company, to determine the jurisdictions in which appropriate action shall be taken lo qualify or register for sale all or such part ofthe Preferred Stock issuable upon exerdse of the Rights assaid officers may deem advisable or as is required bythe Rights Agreement; that the Proper Officers be, and each of them hereby is, authorized, empowered and direaed, for and on behalf ofthe Company, to perform any and all such acts as they may deem necessary or advisable in order to comply with the applicable laws of any such jurisdictions, and in connection ihercwitii to execute and fileal l requisite papers and documents, indudmg, but not limited to, applications, reports, surety bonds, inevocabic consents and appointments of attorneys for service of process; and the execution by s'joh officers ofany such papers or documents or the doing by them ofany act in connection with the fbregoipg matters,shall condusivcly establish their authority therefor and the approval and ratification by the Company ofthe papers and documents so executed and the action so taken. RliSOLVED FURTHER, that the Board ofDircctors hereby adopts, as if expressly set forth herein, the form ofany resolution required by aoy authority to be Cled in connection with any applications, consents to service, issuer's covenants or other documents if (i) in the opinion ofthe officers ofthe Company executing the same, the adoption ofsuch resolutions is necessary or desirable (such execution or delivery ^Ling deemed condusi.e evidence ofsuch determination of such necessity or desirability) and (ii) the Secretary or an Assistant Secretary ofthe Company evidences such adoption by inserting in the nunut**^ of this meeting copies 015uch resolutions, which will thereupon be deemed to be adopted by the Boajd of Directors with the same force and effect as if presented at this meeting. Certification^: 10632943-1 Page 28 of 79 .-•?; •'^" ;.,..^,,^5^^^^ - ^^ eroir •^?g IitT' ./RESOLVED FURTHER, that the Proper Officers be, and each of tiiem idyisj authorized,, empowered and directed, for and onbehalf of the Company, i , exeoite and-deiiver.aiiy and all certificates, agreements and other^dbcuments, cake any and all steps and do any and'^ things which they m^ deem'neccssary or advisable (such execution or ddiyecy being deemed condiisivc evidence of such determination ofsuch necesaty or desirability) in order to effectuate the puiposes of each and all ofthe foregoing resolutions. RESOLVED FURTHER, that any actions taken by tiie proper officers prior to the date of this meeting that aire within the authority conferred hereby are hereby ratified, confirmed and approved in all respects as the act and deed ofthe Company. IN WITNESS WHEREOF, 1 liave hereunto set my hand and affixed the seal ofthe Company tliis 2nd day ofMarch, 1999. [SEAL] ^ y] ^/^/.: Roberts. Ippolito Secretary, Treasurer and Chief Financial Officer Certification^: 10632943-1 Page 29 of 79 ^^^^Wm^^mr'iim^ @bi4 I R£SpLTOD:FURTpBI^ that the Proper Officers be, and each of them hereby is, authqiuedi empo>vcr^0d on behalf of the Company, to execute ahd-ddiver anyiand ;aU C^^ take any and all'Steps anddo any and all things which they may deem necessary or advisable (such execution or^ddivcaybdc^ deemed condusive evidence ofsuch detennination ofsuch nccesidty or desirability) in ord^ to effectuate the purposes of each and all ofthe fofegoiiig resolutions. RESOLVED FURTHER, that any actions taken by tiie proper officers prior to the date;of this ineeting that are within the authority conferred hereby are hereby ratified, confinned and approved in all respects as the act and deed ofthe Company. IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed the seal ofthe Company this 2nd day ofMarch, 1999. [SE.AL] -*.'. Roberts. Ippolito Secretary, Treasurer and Chief Financial Officer Certification!^: 10632943-1 Faye30of79 t^'S^ ^ ,:4 i >u, ,.\^-; ^^^^ ^^ 200f57 1787 IN TESTIMONY WHmOF the undwsignul coipowtion has caused these^AmclM of Amendraeni to be sigaed by a duly onzed officer thereof this 23? day of My 2001 ^'^Si^^'^V " " ^ .t ^'" j ^ > Penn Natinn^l Gamin?. Inc. (Nunc of Corporation) RoMrtt^^ Ippolito'^ ^^y Swratary and Treasurer W^M^-f-:':- '•'. ;• iij> fiSfe W^ • ••r:i?r'v-" fir::-Certificalion#m : 10632943-1 Page 32 of 79 PENNSYLVANIADEPARTMENT OF STATE CORPORATION Bt)REAU Articles/Certificate of Merger (l5Pa.C.S.) Enu'ty Kumbfir X Domestic Business Corporation (§ 1926) 724S66 Domestic Nooproni Corpoiaiion ($5926) __ Limited Partnership ({ 8547) Doconeol wlQ be rrtonicd to tfae BMBt ud addrcM you tattr to ESQUIRE ASSIST Ibe lefL Addieu COUNTER PICK-UP Cify Staia ZtpOide Fee: $108 plus $28 addilional for each Party in additional to two JAN 2 8 o^u: intM Depanmeni of Slate on "Secretary oflhc CommonwealtCommpnw h 7/ In compliance wiih the requirements of the applicable provisions (relating (o articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby stale thai; I. The name of the corporation/limited partnership surviving the merger is: PENN NATIONAL GAMING, (NC. 2. Cittckandcomplite one of tlu following: X The surviving corporation/1 imJIwt partnoffiiap ts a domeslfc busiiiess/nonprqfit corponnipri/limito4 partnererfiip and the (a) addrei^s ofits current register^ office in this Commonwealth or (b) name of ils commercial registered office provider and the county of venue Is (the Departmenl is hereby authorized io correct the following information lo conform to the records ofthe Department): (a) Number and Street City State Zip County 825 BERKSHIRE BLVD.. STE. 200, WYOMISSING PROFESSIONAL CTR., WYOMISSING. PA I96I0 BERKS (b) Name of Commercial Registered Office Provider County c/o _The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporalion /limited partnership incorporaled/formed under the taws of and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following infomiaiion to conform to the records oflhc Department): (a) Number and Street City Slate Zip County (b) Name of Commercial Registered Office Provider County c/o The surviving corporation/limited partnership isa nonqualified foreign business/noo profil corporation/limited partnership incorporateA'formcd under the laws of and Che address ofits principal office under the laws ofsuch domiciliary jurisdiciion is: Number and Street City Sialc /ip C^-^i^WP^ m^^ih^f'^^^ 33 of 79 '• •• 'i":.'^ '4^-'^-^r-^- 'v. tmu-m DSCB; 15-1926/5926/8547-2 3. The name and the address ofthe registered office in this Commonweallh or name of ils commercial registered office provider and the county of venue of each other domestic business/nonprofit corporatibn/limiwd partnership and qualified foreign busincss/noaprafitCQrporation/lHnited partnership which is a party to the plan of merger are as follows: Name Registered Office Address Commiircial Registered Office Provider County WILKES BARRE DOWNS, INC. c/o PENN NATIONAL GAMING, INC.. 825 BERKSHIRE BOULEVARD. SUITE 20O. WYOMISSING. PA 19610 BERKS COUNTY 4. Check, and if appropriate campteie, one of ihe following: _2i_ The plan of merger shall be effective upon filing these Articles/Certificate of Merger in the Department of State. The plan of merger shall be effective on;. .at Date Hour 5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows: Name Manner of Adoption wn.KES -BARRE DOWNS, INC. Adopted by the directors and shareholders pursuant to 15 Pa.C.S. § 1924(b)(3) PENN NATIONAL GAMING. TNC.Adopted by the director and shareholders pursuant to 15 Pa.C.S. § 1924 (bK3) 6. Stwilt0 »ul thisptutigivph ifnofuvigit ««t>f^tiottfiimitadportt\ewMUipis apa^ ls-lh»m»i^orr Tha plan wac aythoriacdi adopted or apptqvdi ao the case may bci liy the fOfoignb^Birwcs/nonpfofit —carporatitft^/limiied partnership (or each of tho fweign byeinew/newprofiteoTporationc/limitod partnerships) party-t« — 4w pian Jn aeeofdance wtOi-the lows ef the jurisdiciion ia-which it is in6orpw>todtoceigcd. 7. Check, and if appropriate comptete. one of Ihe following: The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof Ihirsuant to 15 Pa.C.S. § 190I/§ 8547(b) (relating to omission ofcertain provisions from filed plans) the provisions, if any, ofthe plan of merger that amend or cansiiiuie th« operative provisions ofthe Articles of Incorporalion/CimirtsatcofLimited Partnership oflhc surviving corporatioo/linHiod-partnwthl p- aa in ciTcct subsequent to the effective date ofthe plan arc set forth in full in Exhibit A attached hereto and made a party hereof. The foil text ofthe plan of merger is on file at the principal place of business or the surviving corporalton/limiicd partnership, the address of wh ich is. 825 BERKSHIRE BOULEVARD. SUITE 200. WYOMISSING, PA I96I0 BERKS Number and street City State /ip County Certification^; 10632943-1 Page 34 of 79 FORfvlPHL A #1914379 vi Mm-i2' DSCB: 15-1926/5926/8547-3 IN TESTIMONY WHEREOF, the undersigned corporation/limited partnership has caused these Articles/Ceitiflcate of Merger to be signed by a duly authoriKd officer thereof this , day of PENN NATIONAL GAMING, INC. ofCorporation/Limit^ Partnership obcrtS. Ippoliw^ ^^ Signature « President, Secretary and Treasurer Title Name of Corporation/Limited Partnenhip Signature THle Certifi.iMif"te6f^§5^-Mge 35 of 79 Date Filed: 08/25/2006 Pedro A. Cortes Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Articles/Certificaie of Merger (i5Pa.C.S.) Entilv- >Jumber .,, )^ ... Domestic Business Coiporatioo (i5 1926) 724866 Domestic Nonprofit Corporation (§5926) Limited Partnership (§ 8547) Document will be returned to the NUTtC name and addrefs you enter (u ESQUIRE ASSIST. LTD. the left. Address COUNTER PICK-UP City Stale Zip Code f.?.c;..$).5.0j)lus.M,P.Md.>tipna! for each Filed in the Department of State on Party in Addition to two Secretary ofthe Commonwealth [n compliance with the requirements ofthe applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby state that: j. The name of the corporation/limited partnership surviving the merger is; PCNN NATIONAL GAMING. INC. 2. Check and compleie one of the following: ^ TTie surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited partnership and the (a).address of its current registered office in this Cornmonwcalth or (b) name ofits commercial registered ofTrce provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records ofthe r>epanment): (a; Number and Sireet City State Zip County 825 BKRKSHIRE BOULEVARD, SUITE 200 WYOMISSING PA (9610 BFRKS (b) Name of Commercial Registered Office Provider County c/o _Thc surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation /limited partnership incorporaied/formed under thrlaws of and the (a) address of its current registered office in this Commonwealth or (b) name of ilscommercial registered ofHce provider and thccounty of venue is (the Dcpartmenl is hereby authorized to correct the foi lowing'in formation to conform to the records ofthe Departmciii): (a) Number and Street City State 2ip County (b) Name of Commercial Registered Office Provider County c/o The surviving corporotioa'linitted partnership is a nonqualified foreign business^ on profit corporal ion/limited partnership incorporated/formed under the laws of and the address of its principal office under ihc laws ofsuch domiciliary jurisdiction is: .DSC Number and Street City State Zip Comnnonwealth of Pennsylvanta ARTICLES OF MERGER-BUSINESS 5 PBge(s) Certification#*'ro6-^2943-rPage 3^ of 7-9,1 T0624011068 3. The name and the address ofthe registered office in this Comnionwealth or name of its conunercial registered office provider and the county of venue of each other domestic busincss^onprofit corporation/limited parmership and qualified foreign business/nonprofit corporation/limited partnership which is a party to the plan of merger are as follows: Name Registered Office Address Commercial Registered OfTlce Provider County W-B DOWNS. INC.. 825 BERKSHIRE BOULEVARD. SUITE 200, WYOMISSING. PA 19610 BERKS PENN NATIONAL SPEEDWAY. INC.. 825 BERKSHIRE BOULEVARD. WYOMISSING. PA 19610 BERKS 4. Check, and if appropriate complete, one cflhefotlowing: _X.... The plan of merger shall be effective upon Gling these, Articles/Certificate of Merger in the Department of Slate. The pian of merger shall be effective on; at bate Hour 5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows; Name Manner of Adoption Adopted by action oflhc board ofdircctors ofthe parent W-B DOWNS, (NC. corporation pursuant lo 15 Pa.C.S. § 1924(bX3) Adopted by action ofthe board ofdircctors ofthe parent PENN NATIONAL SPEEDWAY, INC. corporation pursuant to IS Pa.C.S. § 1924(b)(3) Adopted by action of the board of directors of die parent PENN NATIONAL GAMING, INC. corporation pursuantto IS Pa.C.S. § 1924(b)(3) 6. Si^ike<»n Ihis parognph-tf-iwforoigtt-eef'ffOHifiontlimited-po^n^hip ia -a party^o^ke-mcfgefr —The plan was outhorieed,-adopted<)frappr-ovwl,--as-the-oase way^-^y the-fofoigR bttgitwss/nonprofit —corpofBtiofWtimited partnofship (or eaoh-oftho foroigi>buwrM»ar'nonprofit-»Qfpor 7. Check, and if appropriate comptcie. one oflhafoltawing: The plan of merger is set forth in full in Exhibit A attached hereto and made a pan hereof. _, X,. Pursuantto 15 Pa.C.S. § 190I/§ 8547(b) (relating to omission ofcertain provisions from filed plana) ihc provisions. if any, ofthe plan of merger that amend or constitute the operative provisions of ihe Articles of Incorporation/Certificate of Limited Partnership ofthe surviving corporation/limited partncnhrp as in effect subsequent to the effective date ofthe plan are set forth io full in Exhibit A attached hereto and made a party hereof The lull text ofthe plan of merger is on file at the principal place of busine-ss ofthe surviving corporation/limited partnership, the address of which is. DSC 825 BERKSHIRE BOULEVARD. SUITE 200, WYOMISSING, PA 19610 BERKS Number and street City State Zip County Certification^: 10632943-1 Page 37 of 79 IN TESTIMONY WHEREOF, the undersigned coTporation/limiied partnership has caused these Articles/Certificate of Merger lo be signed by a duly authorized officer thereof this /^ day of J4^C^JS7 .200$...... PETEP M. CARLINO Signature Chief Executive Omcer Title PETpR M. CARLINO Signature Chief Executive Officer Title W-B DOWNS, INC. Name of Corporaiion/Ltmitotf Partnership Presideni Title DSCB: 15-1926/5926/8547 Certification^: 10632943-1 Page 38 of 79 tntity n: /-^wbu 11/27/200B IB:07 2155637773 CT CORPORATION SYS Date Filed: 11/28/2006 Pedro A. Cort6a Secretary of the Commonwealth PENNSYLVANU DEPARTMENT OF STATE CORFORATlbN BUREAU Statement of Qiange of Registmd Office (15 pa.c.s.) JSL Domestic BuBhiessCocpOEatkmfS 1507) • FselgnBuainsu Coiporation (§4144) Domestic Noiqtiofit Ccnpnstion (9 5507) Fodsign NoBpnifil Cotpontloi) (9'6i44) DoiBOBtic Ijinitcd PartsorBhip (§ 8506) DoeamMt wtn be ntsmad to tba NSTOB nmo ud oddrm JOB aabr to oBs lon^ Addim Oty CTCOBP-COIIEFR Commonwealth of Pennsytvania DOMESTIC - CHANGE OF REGISTEf^O OFFICE 3 PBB«{I) Fee: $70 ii T06333e0027 In compTianoe wftii tfae lequlTeaieats of tbe applicable poo^idoiu of 15 Pa.C.S. (reUtlag to uupomUoM sod uniaooxpocBlad associatiozu); the undasigDed ooipocatlaii 01 tixi^ted pertounfaip, desi^ 1. The name is: Pemi NotiaQal Oandagi Inc. 2. T1ie(a){uklro88ofit9imtialregistered'ofHoeiiitiiiaCaEmniODwijal1hor(b)na^ office provider and the ooun^ of vemie IK (a) Number and street City State Zip County Wyomisadng Profbsaion&l Ctr. 825 BeduOnre BKd^ Sto. 203 Wyomi»ing PA 17028 Betlu (tt) Name of Commercial Registered Offlce Provider County c/o: 3. CompttUpart (a) or (b): (a) The ediliosfl to whicii die reglgteiied office of die oorpantion or limited pmtnezsUp in diifl CommonweoIA Is to be changed is: Number and street City State Zip County (b) The r^tisterod ofEicfl of the corporation or limited partnerdiip ehall he provided 1^ c/o; 0 T Corpoiatuxi Systsoi Boks Name of Commercial Registered Offioe Rnvider County rMll-ItfllASCTIjMBai Certificauon^: 10632943-H?age,3?.ofJ^ ^...:;•,:• 3 '\l^ ^ -1 » r\\\ n-T"-'? 11/27/2006 16:07 2155537773 CT CORPORATION SYS PAGE 84/11 DSCB:15-I5O7/4144/55O7/6144/8506-2 4. Striix out ifa limited partnenhip: Such change was authoriied by &e Board of Dtrecton of tiw coipoxatiQti. IN TESTIMONY WHERECH', the undentgned has caused tiiis A|9licatlan fbr Registration to be signed by s duly authodzed ofSceriliereof tfaio At.^crV9)r/ifl>irJiM' FiUii. Itn KUCTfmn onto CertificalionS: 10632943-1 Page 40 of 79 U/27/2086 16:07 2155637773 CT CORPORATION SVS PAGE 85/11 POWER OF ATTORNEY NOTICE IS HEREBY GIVEN THAT, Robert ippolito, Vice President. Secretaiy and Treasurer of Penn National Gaming; Inc. ("ie Coipoiation'O, a coiporation incozpbrated under the laws of the State of Peonsylvania, and the direct or indirect owner ofthe subsidiary entitiea shown oh the Ust appended hereto, does heoreby appoint each of Matia Chambers and Jaimetta Thomas as law^ attomey-in-&ct fbr tfae Corporatioa and fbr the subsidiazy oitities to act fbr tibe Coiporation and &r tfae subsidiaxy oitities and in the name ofthe Coiporation and of fte subsidiary entities fbr the limited pmposes authorized herein. Tfae Corporation and the attached subsidiary entitie, having taken or will talce all necessary steps to authorize flie changes, hcr^y grants each of the aforesaid attpmeys-in- &ct the power to execute die documents necessiuy to diange ibfi Corporation's and the subsidiaiy entitles' registered agent and registered o£Gce,,or the agent and offioe of similar import, in any state as designated on the attached list In the execution of any documents necessary forthe purposes set forth herein, Maria Chambers shall exercise ^le power of Vice President ofthe Corporation and Jannetta Thomas shall exercise tiie power of Assistant Secretary ofthe Coiporation. This Power of Attorney expiie& when revoked by tfae undersigned. IN WITNESS WHEREOF, tfae undersigned has executed this Power of Attorney on this Ib^ day of November, 2006. RobQft Ippolito Vice President, ScCTetaiy and Treasurer Sworn to and subscribed before me this liCrDay of November, 2006. ^^iufmuh-. )moyd^mif^ Certificafion^; 10632943-1 Page 41 of 79 bntiiy v: /^MOH Date Filed: 06/26/2007 Pedro A. Cortii Secretary ofthe Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU /Vrticles/Certificate of Merger (J5 Pa.C.S:) Rniity Numtw OomesTic Business Corporalion (§ 1926) 724860 Domesiic Nonprofit Corporation (§ 5926) Limited Parmership (§ 8547) Nome Document will be returoed to tbe Dtme and eddrni you eater to ESQUIRE ASSIST, LTD. tfaclefL Addicts COUNTER PICK-UP t'Uv Suu Zip Code i:w;.ii.50pjusi4QMdiripna!/Qr.epcij Commonwealth of Pennsylvania Party in addition to two ARTICLES OF MERGER-BUSINESS 4 Pa9e(s) T071786S023 In compliance with the requirements ofthe applicable provist(»is (retating to articles of mei^er or consolidation), the undersigned, desiring to effect a merger, hereby state that: •I. The name ofihe corporation/limited partnership .surviving the metier is: PENN NATIONAL GAMING, INC. 2. Check and complete one qfih e following: X The surviving cofpbration/tlmftcd partnership is a domestic business^nonprofit corporation/limited partnership and the (a) address of its current registered office in this Commonweahh or (b) name df its commercial registered office provider aflcl the coujuyof venue is (the Deparrmcjil is hereby authorized to correct die following information to conform lo ihe records ofthe Departmenl): (a) Number and Street City State Zip County 825 BERKSHIRE BOIILEVARD. SUITE 200, WYOMISSING. PA 19610 BHRKS (b) Name of Commercial Registered Office Provider County c'o _Thc surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation /limited partnership incorporalcd/fonncd under the laws of and the (a) address of its current registered office in this Commonwealth or (b) name of ils commercial rcgislered offict: provider and the couniy of venue is (the Department is hereby authorized lo comcct ihe following information to conform to the records of the Departmenl): (a) Number and Street City State Zip County (b)NameofCommcrcialRjegistcredOfTice.Provider County CO JFhe surviving corporatioa'Iimited partnership is a nonqualified foreign business/nonprofit corporation/limited partnersliip incarpordied/'formed under the laws ot; and the address ofits principal office under Ihe laws ofsuch domiciliary jurisdiction is: Number and Street Cii>* State Zip Certification^: I06329434,p^gc;42 ot79: jrir-^ "V:--? FORMDMEASTirawesWtn" ' _ . , if. n-t nor fni? DSCB: 15-1926^5926/3547-2 3. The name and the address of the registered office in this Commonweallh or name ofits commercia] rt-gistercd office provider and the couni>' of venue of each other domestic business/nonprofit corpoTBtfon/limiied partnership and qualified foreign business/nonprofit corporation^limited partnership which is a party to the plan of merger are as folIou>s; Name Registered Office Address Comjnerciat Registered Office Provider County 4. Check, and if appropriate complete, one of thefollowing : X The plan of merger shaJI be effective upon filing these Articles/Certificate of Merger in the DeparUncnt of Slate. The plan of merger shall bo effective on: at_ ,. Date Hour 5. Tlie manner in which the plan of merger wa.") adopted by each domestic corporatiori/Hmited partnership is as follows: Name Manner of Adoption Adopted by action of the board of directors of Iho PENN NATIONAL GAMING. INC. parent corporation pursuant to 15 Pa.C.S. § 1924 6. Strike oia this paragraph if no foreign corporotiorVl ini fed partnership Is a part}' to the merger. The plan was authorized, adopted or approved, as tfiecas e may be, by tfte foreign business/nonprofit corporation/limited partnership (or each ofthe foreign business/nonprofit corporations/limited partnerships) party to the plan in accordance with the laws ofthe jurisdiction in which it is incorporaled/organizcd. 7. Check, and if apprnpriofe complete, oneofthefolloning: The plan of merger is sel forth in full in Exhibit A attached hereto and made a part hereof _^ Pursuant to 15 Pa.CS. § 190I/§ 8547(b) (relap'ng to omission ofcertain provisions from filed plans) the provisions. if any, ofthe plan of merger that amend or constiluic ihe operative provisions of the Articles of Incorporaiion/Cenincaie of Limited Partnership oflhc surviving corporatioalimited partnership as in effect subsequent to the cficciive date ofthe plan are set forth in full in Exhibit A attached hereto and made a party hereof The full text of the plan of merger is on file at ihe principal place of business ofthe surxiving corporal ioivlimited partnership, ihc address of which is. 825 Bt-RKSIIIRU BOULEVARD, SUITE 200. WYOMISSING. PA 19610 BEEIKS Numberand street Cit>' State Zip County Certificalionj^: 10632943-1 Page 43 of 79 FORM DMEAST #9776580 vi DSCB; 15-1926/5926/8547-3 IN TESTIMONY WH£REpF,,the undersigned co/pojation^imiied partnenhip has caused these Ariicles/Certjfl^itc pf,Merger to be signed by B duly autfiorized officer ihereof this i^- . day of. 4 Mil- PENN NATIONAL OAMINO. INC. -imited Partnership Robert S; l^^i^a Signature Vice President, SccTCtery and Treasurer Title STERLlNG^AVIATiON, INC. NameofCoTporotion'Liniiled Purtitersbip A Wholfy Owned Subsidiary Signature Title FORM DMEAST(9776580 vl Certification^: 10632943-1 Pase44of79 tmiiyp: rz^vtm Data Filed: 12/2B/2007 Pedro A. Cortes Secretary bf the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Articles of Amendment-Domestic Corpbration Entity Number (l5Pa.C.S.) 724856 X , NonprofiBusinests CorporatioCorporationn ((§1915§ 5915)) Document will be returned to the Name Bsme and address you cuter to ESQUIRE ASSIST tbeleR. Address COUNTER PICK-UP City Stale Zip Code Fee: $52 Commonwealth of Pennsyh/ania I ARTICLES OF AMENDMENT-BUSINESS 5 Page(8) T0736547012 In compliance with the requirements ofthe applicable provisions (relating to articles of amendment), the undersigned, lesinng to amend its articles, hereby states that: I. The name ofthe corporation is; PENN NATIONAL GAMING. INC. 2. The (a) address of this corporation's cuirent registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to conrect the following informaiion to conform to the records ofthe Department): (a) Number and Street City State Zip County (b) Name of Commercial Registered Office Provider County c/o CT CORPORATION SYSTEM 3. The statute by or under which it was incorporated: Pennsylvania Business Corporation Law 4. The date of its incorporation: DECEMBER 16, 1982 5. Check, and if appropriate complete, one of thefollowing : X The amendment shall be effective upon filing these Articles of Amendment in the Department of Slate. TTie amend efivUP^irf: r at Cer Ification^: 1063294!? Date Hour PA. DEPT. OF STATE DSCB: 15-1915/5915-2 6. Check one qf (he following: The amendment was adopted by the shareholdet^ or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). X The amendment was adopted by the board ofdircctors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b). 7. Check, and if appropriate, complete one ofthe following: The amendment adopted by the corporation, set forth in full, is as follows: X The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof 8. Check if ihe omendmeni restates the Articles: The restated Articles of Incorporation supersede the origmal articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused tliese Articles of Amendment to be signed by a duly authorized officer thereof this 23 ^^y of December, 2007. PENN NATIONAL GAMING, INC. Name of Corporation VICE ^RESIDENT. SECRETARY & TREASURER Title Ccrtification#; 10632943-1 Page 46 of 79 FORM DMEAST #9936780 vi EXHIBIT A TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PENN NATIONAL GAMING, INC, The amended and restated Articles of Incorporation, as amended, be further amended to add a new Article 7 to read in its entirety as follows: 7. Any or all classes and series of shares, or any part thereof, may be represented by certificates or may be uncertificated shares, provided, however, that any shares represented by a certificate that are issued and outstanding shall continue to be represented thereby until the certificate is surrendered to tiie Corporation. The rights and obligations of the holders of shares represented by certificates and the rights and obligations ofthe holders of uncertificated shares ofthe same class and series shall be identical. Certification^: 10632943-1 Page 47 of 79 FrjRU nup&ST flOQ-jftTftrt ,.-1 Date Filed: 07/03/2008 Pedro A. Cortes Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Statement with Respect to Shares Domestic Business Corporation (15Pa.C.S.§1522) Commonvi^ealth of Pennsylvania Name STATEMENT WITH RESPECT TO SHARES 16Page(s) ESQUIRE ASSIST -COUNTER PICKUP Address City State Zip Code T0818565102 1 1 Fee; $70 In compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that: 1. The name ofthe corporation is: Penn National GaminR, Inc. 2. Check and complete one of the following: I I The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows: I ^ I The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A atiached hereto and made a part hereof 3. The aggregate number of shares ofsuch class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. § I522orcorrespondingprovisionsofprior law with respect thereto, and (c) any other provision ofthe Articles is 412,500 shares. Certificalioii#: 10632943-1 Paoc48of79 2008 JUL-3 PM2:08 DSCB:15-1522-2 4. The resohition was adopted by the Board of DirectOTS or an authorized committee tbereoD on: July 2,2008 5. ChecKandif appropriate complete, one ofth e fiitlowing: \ "^ I The resohition shall be effective yxpcsa tfae fjling of this statement with respect to shares in the Department of State. I I The resolution shall be effective on: at Date Hour tN TESTIMONY WHEREOF, the undersigned corporation has caused tbis statemeni to be signed by a du^ authorized officer thereof this 3rd day of Julv 2008 PenS^tional Gammjg, Inc. =Sigmiture Chairman and Chief ^eCM^ye cfilikr Title Certification^: 10632943-1 Pa2c49of79 EXECUTION COPY STATEMENT WITH RESPECT TO SHARES OF SERIES B REDEEMABLE PREFERRED STOCK OF PENN NATIONAL GAMING, INC. Pursuant to Section 1522(c) of the Pennsylvania Business Corporation Law of 1988 In compliance with the requirements of Section 1522(c) ofthe Peimsylvania Business Corporation Law of 1988, as amended (the "PBCL"), Penn National Gaming, Inc., a Pennsylvania corporation (the "Corporation") does hereby certify that, pursuantto the authority expressly vested in the Board of Directors ofthe Corporation by the Corporation's Amended and Restated Articles of Incorporation, the Board ofDircctors has adopted the resolution set forth below at a duly-called meeting held on July 2,2008, establishing and designating a series of Preferred Stock ofthe Corpoi^tion, par value $0.01 per share (the "Preferred Stock") and fixing and determining the amount and the votirig powers, designatioris, preferences and other special rights, and the qualifications, limitations and restrictions, ofa series of Preferred Stock (this "Resolution"). RESOLVED, that a series of Preferred Stock ofthe Corporation, par value $0.01 per share be, and hereby is, created, and the votmg powers, designations, preferences and other special rights, and the qualifications, limitations and restrictions thereof are as follows: L Number of Shares and Designation. 12,500 shares of Preferred Stock ofthe Corporation shall constitute a series of Preferred Stock designated as Series B Redeemable Preferred Stock (the "Series B Preferred Stock"). The number of shares of Series BPreferred Stock may be increased (to the extent ofthe Corporation's authorized and imissued Preferred Stock) or decreased (but nbt below the niunber of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors and the requisite filing with the Department of Sta.te ofthe Commonwealth of Peimsylvania. 2. Rank. Each share of the Series B Preferred Stock shall rank equally in all respects with all other shares ofthe Series B Preferred Stock. The Series B Preferred Stock shall, with respect to redemption payments and rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of tfie affairs ofthe Corporation (i) rank senior and prior to the common stock ofthe Corporation, par value $0.01 per share (the "Common Stock"), the Series A Preferred Stock ofthe Corporation, par value $0.01 per share, and each other class or series of equity securities ofthe Corporation, whether currently issued or issued in the future, that by its terms ranks jimior to the Series B Preferred Stock as to rights upon liquidation, dissolution or winding up ofthe affahs ofthe Corporation (all ofsuch equity securities, including the Common Stock, are collectively referred to herein as the "Junior Securities"), (ii) rank on'a parity with each class or series of equity securities ofthe Corporation, issued in the future without violation of this Resolution, that does not by its terms expressly provide that it Ccrtificafioni^: 10632943-i Paee50of79 ranks senior to or junior to the Series B Preferred Stock as to rights (including as to the distribution of assets) upon liquidation, dissolution or winding up ofthe affairs of the Corporation (all of such equity securities, other than Jimior Securities, are collectively referred to herein as the "Parity Securities"), and (iii) rank junior to each other class or series of equity securities ofthe Corporation, issued in the future without violation of this Resolution, that by its terms ranks senior to the Series B Preferred Stock as to rights (including as to the distribiition of assets) upon liquidation, dissolution or windmg up of the affau-s of the Corporation (all ofsuch equity securities are collectively referred to herein as the "Senior Securities"). The respective definitions of Junior Securities, Parity Securities and Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of theJJunior Seciuities, Parity Seciuities or Senior Seciuities, as the case may be. At the date ofthe initial issuance ofthe Series B Preferred Stock there are no Parity Securities and no Senior Securities authorized or outstanding. For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation will not, without the affirmative vote or consent ofthe Holders ofa majority ofthe shares of Series B Preferred Stock outstanding at the time, authorize or issue any Parity Securities or Senior Securities. 3. Dividends. (a) For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the afFirmative vote or consent ofthe Holders ofa majority ofthe shares of Series B Preferred Stock outstanding at the time, redeem, purchase or acquire, or pay or make available any monies for a sinking fund for the redemption of, any Common Stock or other Junior Securities ofthe Corporation, except for (i) open-market purchases of Common Stock or (ii) tender offers for Common Stock madeby the Corporation at a price which,is not higher than the price which the Board ofDircctors has determined in good faith would enable the Corporation to acquire the desired number of shares to be purchased and in no event at price per share greater than a 20% premium to the market price ofthe Common Stock on the date that such tender offer is armounced. (b) The Holders of record ofthe issued and outstanding shares of Series B Preferred Stock shall be enthled to receive, out of assets legally available for the payment of dividends, dividends on the terms described below: (i) Subject to Section 3(b)(ii), Holders shall be entitled to participate equally.and ratably with the holders of shares of Common Stock in all dividends and distributions paid (whether in the form of cash, stock, other assets, or otherwise, and including, without limitation, any dividend or distribution of shares of stock or other equity, or evidences of indebtedness, ofany Person, including, without limitation, the Corporation or any Subsidiary) on the shares of Common Stock, in the amount that such Holders would have received if, hnmediately prior to each record date in respect of which dividends or distributions are paid, each share of Series B Preferred Stock were redeemed for a number of Common Shares equal to the Liquidation Preference divided by the Ceiling Price. Dividends or distributions payable to the Holders pursuant to this Section 3(b)(i) shall be declared and paid on the same dates that such dividends or distributions are declared and paid, and in the same form payable, to holders of shares of Common Stock. Ccnificationf^: 10632943-1 Page 51 of 79 (ii) In the event that any dividend or distribution is made in excess ofa Regular Dividend (a "special dividend"), the Ceiling Price and Floor Price shall be reduced by an amount equal to (A) the aggregate Fair,Market Value ofsuch special dividend payable.in respect ofall outstanding Common Shares, restricted stock and Preferred Stock divided by (B)(1) the total number of Common Shares and restricted stock currently outstanding/J/M.? (II) the number of Common Shares mto which all shares of Series B Preferred Stock could have been redeemed as calculated in accordance with the provisions of Section 3(b)(i) prior to such special dividend. Furthermore, in the event ofany special dividend, the Liquidation Preference per share of Series B Preferred Stock shall be an amoimt equal to (A) the Liquidation Preference immediately prior to such special 'dWid^nd-multiplied by (B) a fraction, the numerator of which is the aggregate Liquidation Preference immediately prior to such special dividend less the aggregate Fair Market Value ofsuch special dividend or distribution payable in respect of all of the Series B Preferred Stock and the denominator of which is the aggregate Liquidation Preference ofthe Series B Preferred Stock inmaediately prior to the date ofsuch special dividend or distribution. The Corporation shall not make any special dividend to the extent that the payment ofthe special dividend would cause the Ceilmg Price to be reduced below $1.00 pursuant to the calculations set forth in this Section 3(b)(ii), or, in the good faith judgment ofthe Board ofDircctors, make, any non-cash special dividend that, when taken together with all other non-cash special dividends and asset sale self-tenders (as defined below), would, or when declared or paid would be reasonably likely to, cause the Ceiling Price to be reduced by greater than $7.'50 (appropriately adjusted for events ofthe type set forth in Section 8) pursuant to the calculations set forth in this Section 3(b)(ii), without, in cither-instance, obtaining the affirmative vote or consent of the Holders ofa majority of the shares ofSeries B Preferred Stock outstanding at the time (unless such non-cash special dividends which would cause the Ceiling Price to be reduced by more than $7.50 (appropriately adjusted for events ofthe type set forth in Section 8) shall be approved by Holders ofa majority ofthe shares of Series B Preferred Stock outstanding at the time, which approval shall not be unreasonably withheld). In addition, in the event that the Floor Price would otherwise be reduced to less than zero as a result ofany special dividend, then the Floor Price shall be deemed to equal zero after such special dividend. (iii) Notwithstanding Section 3(a), any purchase of Common Stock by the Corporation by means ofa tender offer which is fimded by an asset sale outside the ordinary course (an "asset sale self-tender") will require the approval of the Holders ofa majority ofthe shares ofSeries B Preferred Stock outstandmg at the time ofsuch asset sale self-tender (such approval not to be unreasonably withheld) if the aggregate amount to be paid in such asset sale self-tender would have, if paid as a spiecial dividend, alone or together with other asset sale self-tenders and special dividends, caused the C^eiling Price to be reduced by greater than $7.50 pursuant to the calculations set forth in Section 3(b)(ii). In addition, m the event ofany asset sale self-tender, the Ceiling Price and the Floor Price shall be reduced pursuant to the calculations set forth in Section 3(b)(ii), substituting, for these purposes, the total premium in such asset sale self-tender for the term "special dividend" in Section 3(b)(ii). The "total premium" in an asset sale self-tender shall be the excess ofthe aggregate amount paid to the holders of Common Stock pursuant to such asset sale self-tender over the market price ofthe Common Stock on the date ofthe announcement ofsuch asset sale self-tender. Certifications: 10632943-1 Paac52of79 (iv) Each dividend or distribution payable pursuant to Section 3(b)(i) hereof shall be payable to the Holders ofrccord of shares ofSeries B Preferred Stock as they appear on the stock records of the Corporation at the close of business on the record date designated by the Board of Directors for such dividends or distributions (each, a "Dividend Payment Record Date"), which shall be the same day as the record date for the payment of such dividends or distributions to the holders of shares of Common Stock. (c) For the avoidance of doubt, the shares ofSeries B Preferred Stock that have been redeemed upon payment ofthe Redemption Price shall not be entitled to receive any dividend or distribution pursuant to this Sectioii 3 payable on or after the Redemption Date, 4* Liquidation Preference. In the event ofany liquidation ofthe Corporation, the Holders shall, with respect to each share of Series B Preferred Stock, receive and be paid out of the assets ofthe Corporation available for distribution to its shareholders an amount equal to the greater of (i) the Liquidation Preference and (ii) the amount such Holder would have been entitled to receive in the liquidation if the share of Series B Preferred Stock were redeemed for a number of Common Shares equal to tiie Liquidation ?XQiQXQncQ divided by the Ceiling Price, in preference to the holders of^ and before any payment or distribution ofany assets ofthe Corporation is made on or set apart for, any Junior Securities. If the assets of the Corporation available for distribution to its shareholders are not sufficient to pay in full the amount payable to the Holders pursuant to this Section 4 and the liquidation preference payable to the holders of any Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the Holders and any such other Parity Securities ratably in accordance with the amount payable pursuant to this Section 4 and the liquidation preference fortheParity Securities, respectively. For the avoidance of doubt, no Business Combination shall be considered a liquidation ofthe Corporation. 5. Business Combination. (a) In the event of any Business Combination in which the consideration for the Uransaction is payable to all of the holders of Common Stock generally and consists entirely of cash, upon consummation ofsuch Business Combination each share ofSeries B Preferred Stock shall be entitled to receive from the entity (or an Affiliate thereof) merging with the Corporation or acquiring its assets or voting shares, in exchange for the cancellation ofsuch share, an amount in cash per share equal to: (i) if the Transaction Price is less than or equal to the CeiHng Price and greater than or equal to the Floor Price, the Stated Value (calculated as of the date of consummation of such Business Combination), (ii) if the Transaction Price is greater than the Ceiling Price, the amount equal to (x) the Stated Value (calculated as ofthe date of consummation ofsuch Business Combination) plus (y) the product of (A)(1) the Transaction Price less the Ceiling Price divided by (II) the Ceiling Price multiplied by (B) the Liquidation Preference, and (iii) if the Transaction Price is less than the Floor Price, the amount equal to (x) the Stated Value (calculated as ofthe date of consummation ofsuch Business Combination) Ccrtitlcation^: 10632943-1 Page 53 of 79 minus (y) the product of (A)(1) the Floor Price less the Transaction Price divided by (II) the Floor Price multiplied by (B) the Stated Value (calculated as ofthe date of consiunmation of such Business Combination). (b) In the event of any Business Combination in which the consideration for tiie transaction is payable to all ofthe holders of Common Stock generally and includes stock and/or other securities and property (includmg cash), upon consummation of such Business Combination the Holder of each share ofSeries B Preferred Stock shall be entitied to receive from the entity (or an Affiliate thereof) merging with the Corporation or acquiring its assets or voting shares, in exchange for the cancellation of each such share, the same kind or kinds of shares of stock and/or other securities and property (including cash), in the same relative proportion, receivable by holders of shares of Common Stock, which would have an aggregate Fair Market Value per share ofSeries B Preferred Stock equal to the Fair Market Value ofthe consideration such Holder would have received for one share ofSeries B Preferred Stock pursuant to clause (i), (ii) or (iii) of Section 5(a), as applicable. (c) The Holders shall have the right to vote upon any Business Combination to which clause (iii) of Section 5(a) applies (regardless of die form of consideration paid in such Business Combination), voting together with the holders of Common Stock as a single class. In any such vote, each Holder shall be entitied to cast the mmiber .of votes, for each share ofSeries B Preferred Stock held, equal to the quotient obtained by dividing the Liquidation Preference by the Transaction Price (with such Transaction Price determined, solely for this purpose, as ofthe record date for determining which holders of Common Stock areentitied to vote on such Business Combination, rather than as of immediately prior to thexonsummation ofthe Business Combination). The Corporation shall secure,the agreement of any entity (or Affiliate thereof) merging with the Corporation, or acquiring its assets or voting shares, to make the payment referred to in Section 5(a) or 5(b), as applicable. (d) To the extent that the shares of stock payable to the holders of Common Stock generally in a Business Combination are, upon delivery, duly and validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges (other than liens or charges created by or imposed upon the holders of Common Stock or taxes in respect of any transfer occurring contemporaneously therewith), then the shares of stock received by the Holders pursuant to Section 5(b) will be.duly and validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges (other than liens or charges created by or imposed upon the Holder or taxes in respect ofany transfer occiuring contemporaneously therewith) to the same extent. 6. Redemption by the Corporation. (a) On June 30, 2015 (tiie "Maturity Date"), tiie Corporation shall redeem all (but not less than all) ofthe outstanding shares ofSeries B Preferred Stock (the "Redemption"), for an amount in cash per share equal to: (i) if the Average Trading Price calculated as of May 26, 2015 is greater than or equal to the Floor Price, but less than or equal to the Ceiling E*rice, the Liquidation Preference, CertificaUonS: 10632943-1 Page 54 of 79 (ii) if the Average Trading Price calculated as of May 26, 2015 is less than the Floor Price, the product of (x)(I) the Liquidation Preference divided by (II) the Floor Price, multiplied by (y) the Average Trading Price (calculated as of May 26, 2015), or (iii) if the Average Trading Price calculated as of May 26, 2015 is greater than the Ceiling Price, the product of (x)(I) the Liquidation Preference divided by (II) the Ceiling Price, multiplied by (y) the Average Trading Price (calculated as of May 26,2015) ((i), (ii) or (iii), as applicable, the "Redemption Price"). (b) Notwithstanding anything in Section 6(a) to the contrary, at the election of and in the sole and absolute discretion ofthe Corporation, in connection with the mandatory redemption contemplated by Section 6(a), the Corporation may pay all or part of the Redemption Price m shares of Common Stock (such election, the "Stock Election"), provided that public armouncement ofthe Stock Election is made on or priorto June 1, 2015. Any such Stock Election shall be irrevocable. In the eventof a Stock Election, the number of shares (calculated to the nearest whole share) so payable shall be determined by dividing (i) the amount ofthe Redemption Price that the Corporation elects to pay in Common Stock by (ii) the Average Trading Price (calculated as of May 26,2015). All shares of Common Stock delivered upon redemption ofthe Series B Preferred iStock will, upon dehvery, be,duly and validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges (other than hens or charges created by or imposed upon the Holder or taxes m respect of any transfer occurring contemporaneously therewith). Prior to theMaturity Date, the Corporation will procure the listing ofthe shares of Common Stock, subject to issuance or notice of issuance and approval by the Corporation's shareholders and/or Board ofDircctors (to the extent such approval is necessary in order to increase the number of authorized shares of Common Stock or to approve the issuance of Common Stock), on NASDAQ (or, if the Common Stock is not listed or quoted on NASDAQ, the principal-national or regional exchange or market on which the Common Stock is then listed or quoted), and will pay all fees and expenses associated with such listing. If notified by a Holder ofany required filing or reasonable request for information pursuant to the HSR Act or other required regulatory approvals, the Corporation will, at the sole expense ofsuch Holder, make such filings or provide such information, as applicable, and the Corporation shall cooperate with such Holder to obtain HSR approval or other requked regulatory approvals prior to the Maturity Date. In addition, in the event that the Corporation makes a Stock Election, the Corporation.shall use commercially reasonable efforts (i) to cause a registration statement covering the resale ofsuch shares of Common Stock to be issued to the Holders to be effective as ofthe Maturity Date as the shares may be issued and (ii) to obtam the Issuance Approval (as defined below) prior to the Maturity Date. Until such time as there has been any vote ofthe Corporation's shareholders that is necessary to approve the issuance of Common Stock on the Redemption Date pursuant to the rules of NASDA(3 (or, if the Common Stock is not listed or quoted on NASDAQ, the requirements ofthe principal national or regional exchange or market on which the Common Stock is then listed or quoted) (such approval, the "Issuance Approval"), the provisions of this Section 6(b) shall not apply for those shares of Common Stock with respect to which such Issuance Approval shall be required. If such voters held and the Corporation's shareholders vote in favor ofthe Issuance Approval, then the Redemption Price shall be paid pursuant to the provisions of this Section 6(b), provided that the Corporation shall be entitled to hold one or Certification)^: 10632943-1 Page 55 of 79 more shareholder meetings in order to seek the Issuance Approval. If the Corporation's shareholders fail to vote in favor ofthe Issuance Approval aftei' such meeting or meetings, then unless and until the Corporation shall receive such approval, the Corporation shall pay the Redemption Price in shares oif Common Stock pursuant to Section 6(b), up to the maximum amoimt permitted by applicable law or regulation (including the rules ofthe principal national or regional exchange or market on which the Common Stock is then listed or quoted) without obtaining such approval (sucH amount, the "Permitted Issuance Amount"), with the remainder ofthe Redemption Price (the "Remaining Amount") to be paid in cash funded with the proceeds ofa public offering (as such term is defined by the rules of NASDAQ) of Common Shares, which offering the Corporation shall use commercially reasonable efforts to complete. In the event that the payment of all or part of the Redemption Price in shares of Common Stock would cause a Holder of Series B Preferred Stock to be an Acquiring Person making a Control Share Acquisition (as such termsare defined in the Control Share Acquisition Statute), then, unless the Corporation and such Holder shall have completed the procedures under the Control Share Acquisition Statute to accord voting rights to the full number of shares of Common Stock to beissued to such Holder, the shares of Common Stock delivered to such Holder upon Redemption shall be issued together vvith, and the Holder shall execute and deliver to the Corporation, a proxy in favor of an attorney-in-fact designated by the Board ofDircctors covering a number ofthe shares of Common Stock such that the shares of Common Stock delivered upon Redemption would not be Control Shares (as such term is defined in the Control Share Acquisition Statute) (such number of shares issued'with such proxy, tiie "Excess Shares"). As to any Excess Shares, the proxy shall automatically be terminated on any sale of such Excess Shares or as ofthe date on which the Holder would not have sufficient voting power over voting shares ofthe Corporation to meet the threshold in the definition of Control-Share Acquisitioh in the Control Share Acquisition Statute. (c) To the extent that the Corporation has not paid the Holders the Redemption Price m full on or prior to the Maturity Date; then any such unpaid amount shall bear.interest at a rate of 7.75% per annum, compounded semi-annually (the "Default Rate"), until it is paid in full. The Default Rate shall increase by 1.00% after each ninety (90) day period followingthe commencement of accrual of interest following the Maturity Date, up to an amount equal to 13.50% per annum. The Default Rate shall commence accruing on the forty-fifth (45 ) calendar day following the Maturity Date, with respect to any portion ofthe Redemption Price as to which a stock election has been made, and on the first day after the Maturity Date, with respect to any portion ofthe Redemption Price which is to be paid in cash. (d) Any shares of Common Stock issued in connection with a redemption of Series B Preferred Stock pursuant to Section 6(b) are to be issued in the same name as the name in which such shares ofSeries B Preferred Stock are registered. (e) If the Redemption does not occur on the Maturity Date, from the Maturity Date until the Redemption Date, the Corporation may not, at any time, (i) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, or pay or make available monies for a sinking fund for the redemption of, any Common Stock or other Junior Securities ofthe Corporation, or (ii) redeem, purchase or Certification//: 10632943-1 Pace 56 of 79 acquire, or make a liquidation payment vvith respect to, or pay or make available monies for a sinking fund for the redemption: of, any Parity'Securities. (f) The redemption ofthe Series B Preferred Stock shall be deemed to have been effected immediately prior to the close of businesson the first Business Day on which the Corporation pays the Redemption Price in full (the "Redemption Date"). At such time on the Redemption Date, the shares ofSeries B Preferred Stock shall no longer be deemed to be outstanding, and all rights ofa Holder with respect to such shares shall immediately terminate except the right to receive cash and/or Conunon Stock pursuant to this Section 6. 7. Voting Rights. (a) Except as set forth below or in Section 5(c) or as required by applicable law, the Holders shall not be entitled to vote at any meeting of the shareholders for election ofDircctors or for any other purpose or otherwise to participate in any action taken by the Corporation or the shareholders thereof, or to receive notice ofany meeting of shareholders. (b) So long as any Series B Preferred Stock remains outstanding, the Corporation will not, without the affimiative vote or consent ofthe holders of a majority ofthe Series B Preferred Shares outstanding at the time, given in person or by pro?^, eitiier in writing or at a meeting (such series voting separately as a class) amend, alter or repeal the provisions of this Resolution, including by merger or consolidation (an "Event"), so as to adversely affect any right or privilege ofthe Series B Preferred Stock; tJrovided, however, that no Event shall be deemed to adversely affect the rights and privileges of the Series B Preferred Stock, and the Holders shall have no right to vote with respect to such Event, if (x) following such Event, the Series B Preferred Stock remains outstanding with the terms thereof hot adversely changed and represent an interest in the same issuer in which holders of Common Stock prior to such Event will hold their shares following such Event, (y) m cormection with the merger or consolidation ofthe Corporation with or into another entity in which the Corporation is not the surviving entity, which merger or consolidation is not a Business Combination pursuant to the definition thereof, the Series B Preferred Stock is redeemedpr exchanged for a security, (a "Replacement Security") witii rights, preferences, privileges and votmg powers that are not less favorable than the rights, preferences, privileges and voting powers of the Series B Preferred Stock (it being understood that a Repiacement;Security shall not be deemed to have rights, preferences, privileges or voting power that are less favorable than the Series B Preferred Stock if the difference in the rights, preferences, privileges or voting power is caused solely by differences between the state law of the jurisdiction of incorporation ofthe Corporation and the jurisdiction of incorporation ofthe issuer ofthe Replacement Security) or (z) Section 5 hereof shall apply to the Event, and as a result the Holders shall be entitied to receive the consideration provided for in Section 5(a) or 5(b), as applicable. (c) On each matter submitted to a vote ofthe Holders in accordance with Section 7(b), or as otherwise required by applicable law, each share ofSeries B Preferred Stock shall be entitied to one vote. With respect to each share of Series B Preferred Stock, the Holder thereof may designate a proxy, with each such proxy having the right to' vote on behalf of the Holder. Certification^: 10632943-1 Page 57 of 79 8. Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation shall (1) declare a dividend or make a distributionon its Common Stock in shares of Common Stock, (2) subdivide or reclassify tiie outstanding shares of Common Stock into a greater number of shares or (3) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Floor Price and the Ceiling Price in effect at the time ofthe record date for such dividend or distribution or the effective date of such subdivision, combmation or reclassification shall be adjusted to the mmiber obtained by multiplying each ofthe Floor Price and the Ceiling Price, respectively, in effect at the time ofthe record date for such dividend or distribution or the effective date of such subdivision, combmation or reclassification by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denommator of which shall be the number of shares of Common Stock outstanding hnmediately following such action. An appropriate adjustment to the Floor Price and the Ceilmg Price shall also be made in connection with any event that causes a Triggering Event or a Distribution Date (as such terms are defined in the Rights Agreement or corresponding terms in any successor plan). 9. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated. "Affiliate" means, with respect to any Person, any other Person directiy, or indirectiy through one or more intermediaries, controlling, controlled by or under common control with such Person. For purpbsesof this definition, the term "control" (and correlative terms "controlling," "controlled by" and "under common control with") means possession ofthe power, whether by contract, equity ownership or otherwise, to direct the policies or management ofa Person. "Average Trading Price" means, as ofany date, the volume weighted average trading price per share of Common Stock for the 20 consecutive Trading Days immediately preceding such date. "Beneficially Own," "Beneficially Owned," or "Beneficial Ownership" shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of.this Resolution (i) the words "within sixty days" in Rule 13d-3(d)(l)(i) shall not apply, to the effect that a Person shall be deemed to be the beneficial owner ofa security if that Person has the right to acquire beneficial ownership ofsuch security at any time and (ii) a Person shall be deemed to Beneficially Own any security that, directly or indirectiy, through any contract, arrangement, understanding, relationship or otherwise, is the subject of a derivative transaction entered into by such Person, or derivative security acquired by such Person, which gives such Person the economic equivalent of ownership of an amount ofor an interest in such securities due to the fact that the value ofthe derivative is determined by reference to the price or value of such securities. "Board of Directors" means the board ofdircctors ofthe Corporation. Certification^: 10632943-1 Page 58 of 79 "Business Combination" means (i) the direct or indhect sale, assignment, conveyance, transfer or other disposition by the Corporation ofall or substantially all of its properties or assets (other tiian a bona fide financing transaction) or (ii) the acquisition by any Person of Beneficial 0\ynership of more than 50% ofthe then-outstanding voting securities ofthe Corporation entitied to vote generally in the election ofdircctors, other than any such acquisition in which the holders ofthe Common Stock and/or Preferred Stock prior to such acquisition own greater than 50% ofthe voting securities ofsuch Person immediately following the consummation of such acquisition,.provided that the term Business Combmation shall not include any transaction described in (i) or (ii) above that occurs solely between the Corporation and either (A) a corporation of which it is a wholly-owned subsidiary (a "Parent") or (B) any direct or indirect wholly-owned subsidiary ofthe Corporation or a Parent, and in which holders of Common Stock receive solely shares of common stock ofthe Parent or of such.direct or mdirect wholly-owned subsidiary ofthe Corporation or a Parent. For the avoidance of doubt, no Uquidation of the Corporation shall be considered a Business Combination. Any merger, consolidation or similar transaction or series of related transaction as a result of which the holders of Common Stock hnmediately prior to the consummation ofsuch transaction represent less than 50% ofthe voting securities of the surviving corporation or successor corporation of such transaction shall be deemed to be a "Business Combination" if such designation would not result in the Series B Preferred Stock being deemed to be "Disqualified Capital" or "Disqualified Capital Stock" imder either of the indentures governing the Corporation's publicly traded senior notes and/or senior subordinated notes or the Corporation's credit agreement, as in effect as ofthe date ofthe initial issuance ofthe Series B Preferred Stock or if it would constitute "Disqualified Capital" or "Disqualified Capital Stock," the mdebtedness issued under such indentiu*es or the credit agreement is no longer outstanding or is being satisfied in full in such transaction. "Business Day" meems any day other than a Saturdayj Sunday or a day on which the banks in New York City are authorized by law or executive order to be closed. "Capital Stock" means (i) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (ii) with respect to any Person that is not a corporation or company, any and all partnership orother equity interests of such Person. "Ceiling Price'* means $67.00 per share (subject to adjustment pursuant to the terms of this Resolution, includmg adjustment pursuant to Section 3(b)(ii) and 3(b)(iii)). "Common Stock" means the common stock ofthe Corporation, par value $0.01 per share. "Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer appomted by the Corporation as having a maturity comparable to the remaining term ofthe Series B Preferred Stock (as if the fmal maturity ofthe Series B Preferred Stock was the Maturity Date) that would be utilized at the time of selection and in accordance with customary financial practice in pricing new Certification^: 10632943-1 Page 59 of 79 10 issues of corporate debt securities .of comparable matiuity to the remaining :term ofthe Series B Preferred Stock (as if tiie final maturify ofthe Series B Preferred Stock was the Maturity Date). "Comparable Treasuiy Price" means with respect to any date on which the Stated Value is calculated, (1) the average ofthe bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the thhd Business Day preceding such calculation date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Seciuities" or (2) if such release (or any successor release) is not pubhshed or does not contain such prices on such Business Day, (A) the average ofthe Reference Treasury Dealer Quotations for such calculation date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (B) if the Corporation obtains fewer than three such Reference Treasury Dealer Quotations, the average ofall such Reference Treasury Dealer Quotations. "Control Share Acquisition Statute" means the Pennsylvania Control Share Acquisition Statute, 15 Pa.C.S. §2561 et seq. "Exchange Act" means the Seciuities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. "Fair Market Value" means the fair market value (as determined by an independent third party appraiser selected by the Corporation and reasonably acceptable to the Holders ofa majority ofthe then outstanding Preferred Stock) ofany cash, stock or other property. "Floor Price" means $45.00 per share (subject to adjustment pursuant to the terms of this Resolution, includmg adjustment pursuant to Section 3(b)(ii) and 3(b)(iii)). "Holder" means the holders ofSeries B Preferred Stock. "HSR Act" means the Hart-Scott-Rodmo Antitrust Improvement Act of 1976, as amended. "Investor Rights Agreement" means the Investor Rights Agreement, dated as of July 3, 2008, by and among tiie Corporation, FIF V PFD LLC, Centerbridge Capital Parmers, L.P,, DB Investment Partners, Inc. and Wachovia Investment Holdings, LLC. "Liquidation Preference" means $100,000 per share ofSeries B Preferred Stock (subject to adjustment pursuant to the terms of this Resolution, including adjustment pursuant to Section 3(b)(ii)). "Person" means an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of tiie Exchange Act). Ccrtificafion//: 10632943-1 Page 60 of 79 11 "Purchase Agreement" means the Stock Purchase Agreement, dated as of July 3, 2008 among the Corporalion and the purchasers named therein, including all schedules and exhibits thereto, as the same may be amended from time to time. "Reference Treasury Dealer" means any primary U.S. government securities dealer in the City of New York selected by the Corporation. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any date on which the Stated Value is calculated, the average, as determined by the Corporation, ofthe bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage ofits principal amount) quoted in writing to the Corporation by such Reference Treasury Dealer at 5:00 p.m.. New York City time, on the third business date preceding such calculation date. "Regular Dividend" means cash dividends or distributions with respect to the Common Stock or other Junior Securities ofthe Corporation m amounts and at intervals which are within the customary practice for companies that pay current recurring cash dividends. Although the Corporation does not pay Regular Dividends on the date hereof, it reserves the right to institute the payment ofa Regular Dividend in the future. "Rights Agreement" means the Rights Agreement between the Corporation and Continental Stock Transfer and Trust Company, dated as of March 2, 1999. as amended from time to time, or any subsequent rights plan. "Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. "Stated Value" means, for each share ofSeries B Preferred Stock, the present value, as ofany calculation date, ofthe Liquidation Preference to be paid on the Maturity Date, computed usmg a discount rate equal to the semi-annual equivalent yield to maturity ofthe Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage ofits principal amount) equal to the Comparable Treasury Price for such period. For the avoidance of doubt, in the event that the Stated Value is calculated as ofthe Maturity Date, the Stated Value shall equal $100,000 per share ofSeries B Preferred Stock. "Subsidiary" ofa Person means (i) a corporation, a majority of whose stock with voting power, under ordinary circumstances, to elect directors is at the time of determination, directiy or indirectly, owned by such Person or by one or more Subsidiaries ofsuch Person, or (ii) any other entity (other than a corporation) in which such Person or one or more Subsidiaries ofsuch Person, directly or indirectly, at the date of determination thereof has at least a majority ovmership interest. "Trading Day" means any day that the NASDAQ (or, if the Common Stock is not listed or quoted on the NASDAQ, such other national or regional exchange or market on which the Common Stock is then listed or quoted) is open for trading. Certification//: 10632943-1 Fags 61 of 79 12 IN WITNESS WHEREOF, the Corporatioh has caused this Certificate to be duly executed and acknowledged by ils undcrsijgncd duly authorized officer tiiis 3rd day of Julv 2008. PENNNATi^N)\LG/i^ING, INC. By: Wu^ Name: W. mSC M. C&mO . ^^ Title: o^irman and OK^ ^'•"^'^ officer (Signature Page to Respect lo Shares) CeilificationS: 10632943-1 Page 63 of 79 Date Filed: 07/09/2008 Pedro A. Cortes Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Statement of Correction (15 Pa.C.S. § 138) Document will be returned.tothe Name name and address you enter to ESQUIRE ASSIST - COUNTER PICKUP Ihe left. Address Commonwealth of Pennsylvania City Stale Zip Code STATEMENT OF CORRECTION 16 Page(s) T0819260002 Fee: $70 In compliance with the requirements of 15 Pa.C.S. § 138 (relating to statement of correctiori) the undersigned association or other person, desiring to correct an inaccurate record of corporate or other action or correct defective or erroneous execution of a document, hereby states that: . . • . 1. The name of the association or other person is: Penn Nationai Gaming, Inc. 2. The (a) address ofthis association's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Departmenl is hereby authorized to correct the following informaiion to conform to the records of ihe Deparlmenl): - . (a) Number and Street City State Zip .Count>' (b) Name of Commercial Registered Office Provider County c/o: CT Corporation System Philadelphia 3. The statute by or under which it was incorporated or the preceding filing was made, in the case ofa filing that • does not constitute a part ofthe articles of incorporation of a corporation is: Pennsylvania Business Corporation Law of 1988, as amended. Section 1522(b) 4. The inaccuracy or defect, which appears in Department of State form" DSCB: 15-1522-2 filed on 7/3/2008 and recorded in Roll and Film Number etseq., is: The Exhibit A attached to such Statement with Respect to Shares contained certainomissions/ errors; the Exhibit A attached hereto is intended to correct and replace such Exhibit A. Certification^: 106209g3jUbt**:S'*'PH^^^ kS . PA nppT OP.ClT&TP' DSCB:15-l38-2 5. Check one of Ihe following: . . - Ix I The portion ofthe document requiring correction in corrected form is set forth in Exhibit A attached hereto . and made a part hereof . ' . I I The original document to which this statement relates shall be deemed re-executed. I I. The original document to which this stalement relates shall be deemed stricken from Ihe records ofthe Department. IN TESTIMONY WHEREOI', the undersigned association orother.pcrson has caused this statement to be signed by a duly authorized officer ihereof or otherwise in ils name this . day of 'Uul -i-OCiF 7 -^ Robert Ippolito Name ^^^^ ^ Vice President, Secretary, Treasurer -Title Certification//: 10632943-1 Page 65 of 79 ' EXECUTION COPY Exhibiit-"A" STATEMENT WITH RESPECT TO SHARES OF SERIES B REDEEMABLE PREFERRED STOCK OF PENN NATIONAL GAMING, INC. Pursuant to Section 1522(c) ofthe Pennsylvania Business Corporation Law of 1988 . Incompliahcewith the requirements of Section 1522(c) ofthe Pennsylvania Business Corporation Law of 1988, as amended.(the "PBCL"), Penn National Gaming, Inc., a Pennsylvania corporation (the "Corporation") does hereby certify that, pursuant to the authority expressly vested in the Board of Directors of the Corporatioh (the "Board ofDircctors") by the Corporation's Amended and Restated Articles of Incorporation, the Board of Directors has adopted the resolution set forth below at a duly-called meeting held on July 2, 2008, establishing and designating a series of Preferred Stock ofthe Corporation, par value $0.01 per share (the "Preferred Stock") and fixing and determining the amount andithe voting powers, designations, preferences and other special rights, and-the qualifications, limitations and restrictions, of a series of Preferred Stock (this "Resolution"). RESOLVED, that a series of Preferred Stock ofthe Corporation, par value $0;01 per •- share be, and hereby is, created, and the voting powers, designations, preferences and other special rights,'and the qualifications, limitations and restrictions thereof are as follows: 1. Number of Shares and Designation. 12,500 shares of Preferi-ed Stock ofthe Corporation shall constitute a series of Preferred Stock designated as Series B Redeemable Preferred Stock (the "Series B Preferred Stock"). The number of shares of Series B Preferred Stock may be increased (to the extent ofthe Corporation's authorizedand unissued Preferred Stock) or decreased (bul not below the number of shares of Series B-Preferred.Stock then outstanding) by further resolution duly adopted bythe Boardof Directors and the requisite filing with the Department of State of the Commonwealth of Pemisylvania. 2. Rank. Each share ofthe Series B Preferred Stock shall raiik equally in all respects with all other shares ofthe Series B Preferred Stock. The.Series B Preferred Stock shall, with respect to redernptiori payrnenfs and rights (including as to the distribution of assets) upon liquidation, dissolution or winding up ofthe affairs ofthe Corporation (i) rank senior and prior to the common stock ofthe Corporation, par value:$0.01 per share (the "Common Stock"), the Series A Preferred Stock ofthe Coiporation, par value $0:01 per share, and each other class or series of equity securities ofthe Corporation, whether currently issued or issued in the future, that by its terms ranks junior to the Series B Preferred Stock as to rights upon liquidation, dissolution or winding up ofthe affairs ofthe Corporation (all ofsuch equitysecurities, including the Common Stock, are collectively referred to herein as the "Junior Securities"), (ii) rank on a parity with each class or series of equity securities of the Corporation, issued in the . future without violation ofthis Resolution, that does not by its terms expressly provide that it Certification//: 10632943-1.Page 66 of 79 Errorl Unknown document property narr ranks senior to or junior to the Series B Prefeired, Stock as to rights (including as to the distribution of assets) upon liquidation, dissolution or winding up ofthe affairs ofthe Corporation (all ofsuch equity securities, other than Junior Securities, are collectively referred to herein as the "Parity Securities"), and (iii) rank junior to each other class or series of equity securities ofthe Corporation, issued in the future without violation ofthis Resolution, that by its terms ranks senior to the Series B Preferred Stock as to rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all ofsuch • equity securities are collectively referred to herein as the "Senior Securities"). The respective definitions of Junior Securities, Parity Securities andSenior Securities shall also include any securities, rights or options exercisable "orexchangeable for or conveilible into any ofthe Junior Securities, Parity Securities or Senior Securities, as the case may be. At the date:of the initial, issuance ofthe Series B Preferred Stock there are no Parity Securities and ho Senior Securities authorized or outstaiiding. For so long as any shares ofSeries B Preferred Stock remain . outstanding, the Corporation williiot, w'ithout the affirmative vote or consent of the'Holders.of a majority ofthe shares of Series B Preferred Stock outstanding at thetime, authorize or issue any Parity Securities or Senior Securities. 3. Dividends. (a) For so long as any shares of Series B Preferred Slock remain outstanding, the. Corporation shall not, without the affirmative vote or consent ofthe Holders ofa majority ofthe shares ofSeries B Preferred Stock outstanding al the lime, redeem, purchase or acquire, or pay or "make available any monies for a sinking fund for the redemption of, any Common Stock or othef Junior Securities ofthe Corporalion, except for (i) open-market purchases of Common Stock or (ii) tender offers for Common Slock made by the Corporation at a price which is not higher than the price which the Board of Directors has determined in good faith would enable the Corporation to acquire the desired niimber of shares to be purchased and in rib event at a price -. per share greater than a 20% premium to the market price ofthe Common Stock on the date that such tender offer is announced. (b) The Holders ofrccord ofthe issued and outstanding shares ofSeries B Preferred Stock shall be entitled to receive, out of assets legally available for the payment of dividends, dividends on the terms described below: (i) • Subject to Section 3(b)(ii), Holders shall be entitled to participate equally and • ratably with the holders of shares of Common Stock in^all dividends and distributions paid (whether in the form of cash, stock, other assets, or otherwise, and incliiding, without limitation, any dividend or distribulion of shares of stock or other equity, or evidences of indebtedness, ofany Person, including, without limitation, die Corporation or any Subsidiary ofthe Corporation) on the shares of Common Stock,.in the amount that such Holders would have received if, immediately prior to each record datein-respect of which dividends pr distributions are paid, each share ofSeries B Preferred Stock were redeemed for a number of shares of Common Stock equal to the Liquidation Preference divided by the Ceiling Price. Dividends or distributions payable to the Holders pursuant to this Section 3(b)(i) shall be declared and paid on the same dates that such dividends or distributions are-, declared and paid, and in the same form payable, to holders of shares of Common Stock. Certification//: 10632943-1 Page 67 of 79 (ii) In the event that any.dividend or distribution is made in excess ofa Regular Dividend (a "special dividend")„lhe Ceiling Price and Floor Price shallbe reduced by an amount equal to (A) the aggregateFair Market Value ofsuch special dividend payable in respect ofall outstanding Common Shares, restricted stock and Preferred Stock divided by (B)(1) the total number of Common,Shares and'restricted stock currently outstanding/?/u5 • (II) the number of Common Shares;into which all shares of Series B Preferred Stock could have been redeemed as calciilated in accordance with the.provisiohs of Section 3(b)(i) prior to such special dividend. Furthermore, in the" event of any special dividend, the Liquidation Preference per share ofSeries B Preferred Stock shall be an amount equal to (A) the Liquidation Preference per share'immediately. priorto such special dividend multiplied by - (B) a fraction, the numerator of which is the.aggregate Liquidation Preference immediately prior to such special dividend less the aggregate Fair Market Value of such special dividend payable in respecl of all of the Series.B Preferred Stock and the denominator of which is the aggregate Liquidation Preference of the Series B Preferred Stock imriiediately prior to the • date ofsuch special dividend. The Corporation shall not make any special dividend to the extent that the paymenl of the special dividerid would causethe Ceiling Price to be reduced below $ 1.00 pursuant to the calculations set forth in.this Section 3(b)(ii), or, in the good faith judgment of the Board of Directors, rnake any non-cash special dividehdthat, when taken together with all other non-cash special dividends and asset sale self-rtenders (as . defined below), would, or when declared or paid would be reasonably .likely to, cause the Ceiling Price to be reduced by greater than $7.50 (appropriately adjusted for events ofthe type set forth in Section 8) pursuanl to the calculations set forth in this Section 3(b)(ii); without, in eilher instance, obtaining the approval ofihe Holders of a majority ofthe shares ofSeries B Preferred Stock outstanding at the time, which approval shall not be unreasonably withheld. In addition, in the event that the Floor Price would otherwise be reduced to lessthan zero as a result of any special dividerid, then the Floor Price shall be deemed to equal zero after such special dividend. ' (iii) Notwithstanding Section 3(a), any purchase.of Common Slock by the Corporation by means of a tender offer which is funded by ah asset sale oiitside the ordinary course (an "asset sale, self-tender") will require the approval ofthe Holders of a majority ofthe shares ofSeries B Preferred Stock-outstanding at the time of such asset sale self-tender (such • approval not to be unreasonably withheld) if the aggregate aimounl to be paid in such asset sale self-tender would have, if paid as a special dividend, alone or together wilh other asset sale self-tenders and special dividends, caused the Ceiling Price to be reduced by greater than $7.50 pursuant to the calculations set forth in Section'3(b)(ii). In addition, in the event ofany asset sale self-tender, the Ceiling Price and the Floor Price shall be reduced pursuant to the calculations set forth in Section 3(b)(ii), substituting, for these purposes, the total premium in such asset sale self-tender for the term "special-dividend" in Section 3(b)(ii). The "total premium" in an asset sale self-tender shall be the excess ofthe aggregate amount paid to the holders of Common Slock pursuant to. such asset sale self-tender over the market price ofthe Common Stock immediately priorto the announcement of such asset sale self- tender. (iv) Each dividend or distribution payable pursuant to Section 3(b)(i) hereof shall be payable to the Holders of record of shares of Series B Preferred Stockas they appear on the " stock records ofthe Corporation at the close of business on the record date designated by Certification//: 10632943-1 Page 68 of 79 • the Board ofDircctors for such dividends or distributions (each, a "Dividend'Payment . Record Date"), which shall be thesame day as the record date for the payment of such dividends or distributions to the holders of shares of Common Stock. (c) Forthe avoidance of doubt, the shares ofSeries B Preferred Stock that have been redeemed upon paymenl ofthe Redemption Price shall not be enlilled.to receive any dividend or distribution pursuant lo this Seclion 3 payable on or after the.Redemption Date. 4. Liquidation Preference. In the event of any liquidation of the Corporation, the Holders shall, with respect to each share ofSeries B Preferred Stock, receive and be paid out of the assels ofthe Corporation available for distribution tojls shareholders an amount equal to the greater of (i) the Liquidation Preference and,(ii).the amount such Holder would havebeen entitled to receive in the liquidation if the share ofSeries B Preferred Stock were redeemed for a number of Common Shares equal to the Liquidation Preference divided by the Ceiling Price, in preference to the holders of, and before any payment'or distribulion ofany assets ofthe Corporation is made on or set apart for, any Junior Securities. If the assets ofthe Corporation available for distribution to its shareholders are nbt sufficient to pay in full the amount payable to the Holders pursuant to this Seclion 4 and Ihe'liquidation preference payable to the holdersof any Parity Securities; then such assels, or the proceeds thereof, shall be distributed arriong the Holders and any such other Parity Securities ratably,in accordance with the amount payable pursuant to this Section 4.and the liquidation preference for the Parity Securilies, respectively. For the avoidance of doubt, no Business Combination shall be considered a liquidation ofthe Corporation. 5. Business Combination. (a) In the event ofany Business Combination in which the consideration for the transaction is payable to all ofthe holders of Common Stock generally and consists entirelyof cash, upon consummation ofsuch Business Combination each-share ofSeries BPreferred Stock shall be entitled to receive from the entity (oran Affiliate thereof) merging with the Corporation or acquiring its assets or voting shares, in exchange for the cancellation ofsuch share, an amount in cash per share equal to: . (i) if the Transaction Price is less than or equal to theCeiling Price and greater than • or equal lo the Floor Price, the Stated Value (calculated as ofthe dale of consummation of such Business Combination), (ii) if the Transaction Price is grcaterthan theCeilingPrice, the amouni equal to (x) the Staled Value (calculated as ofthe date of consummation ofsuch Business Combination) plus (y) the product of (A)(1) the Transaction Price less the Ceiling Price divided by (II) the Ceiling Price m«///>?//ec/A7 (B) the Liquidation Preference, and (iii) if the Transaction Price is less than the Floor Price, the amount equal to (x) the. Staled Value (calculated as ofthe dale of consummation ofsuch Business Combination) minus (y) the product of (A)(1) the Floor Price less the Transaction Price divided by (II) the Floor Price multiplied by (B) the Stated Value (calculatedas ohhe date of consummation of such Business Combination). Certification//: 10632943-1 Page 69 of 79 (b) In the event ofany Business Combination ih which the consideration for the . transaction is payable to all ofthe holders of Conimori Stock generally andincludes stock and/or other securities and property (including.cash), upon consummation ofsuch Business Combination the Holder of each, share ofSeries B Preferred Stock shall be entitled to receive from the entity (or ah Affiliate thereof) merging with.the Cbrporation or acquiring its assets or. voting shares, in exchange forthe cancellation of each such share, the same kind or-kihds of shares of stock and/or other securities and property (including cash), in the same relative proportion, receivable by holders of shares of Common Slock, which would, have an aggregate Fair Market Value per share of Series B Preferred Stock equalto the Fair Market Value ofthe consideration such Holder would have received for one share of Series B Preferred Stock pursuantto clause (i), (ii) or (iii) of Section 5(a), as applicable." (c) The Holders shall have the right to vote upon any-Business Combination.to which clause (iii) of Section 5(a) applies(regardless of the form of consideration paid in such Business Combination), voting together with the holders of Common Stock as a single class. In any such vole, each Holder shall be entitled to cast the number of votes, for each share ofSeries B .' .. Preferred Stock held, equal to the quotient obtained By dividing the Liquidation Preference by the Transaction Price (with such Transaction Price determined, solely for this purpose, as ofthe record date for determining which holders of Cornmon Stock are entitled to vote on such Business Combination, rather than as of immediately priorto the coiisummation of the Business Combination). The Corporation shall secure the agreementof any entity (or Affiliate thereof) merging with the Corporation, or acquiring its assets or voting shares, to make the payment • referred to in Section 5(a) or 5(b), as applicable. (d) To the extent that the shares of stock payable to the holders of Common Stock generally in a Business Combination are; upon delivery,:duly;ahd validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges (other than liens or charges created by or imposed upon the holders of Common Stockor taxes in respect of any transfer occurring contemporaneously therewith), then the shares of stock received by the Holders pursuant to Section 5(b) will be duly and validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges (other than liens or charges created by or imposed upon the Holder or taxes in respect ofany transfer occurring contemporaneously therewith) to thesame extent. 6. Redemption by ihe Corporation. (a) On June 30, 2015 (the "Maturity Date"), the Corporation shall,redeem all (but not less than all) ofthe outstanding shares of Series B Preferred Stock-(the ^Redemption"), for an amount in cash per share equal to: (i) if the Average Trading Price calculated as of May 26, 2015 isgreater than or. equal to the Floor Price, but less than or equal to the Ceiling Price, the Liquidation Preference, (ii) if the Average Trading Price calculated as of May 26, 2015 is less than the Floor Price, the product of (x)(I) the Liquidation Preference divided by (II) the Floor Price, multiplied by (y) the Average Trading Price (calculated as of May 26, 2015), or Certification)^: I0632943-I Page 70 of 79 (iii) if the Average Trading Price calculatedas of May 26; 2015 is greater than the' Ceiling Price, the product of (x)(I) the Liquidation Preference divided by{\\) the Ceiling Price, multiplied by {y) the Average Trading Price (calculated a'sof May 26, 2015) ((i), (ii) or (iii), as applicable,.the "Redemption Price"). (b) • Notwithstanding anything in Section 6(a) to the contrary, atthe election, of and in. the sole and absolute discretion ofthe Corporation, in connection with the mandatory redemption contemplated by Section 6(a), the Corporation may pay all or part ofthe Redemption Price in shares of Common Stock (such election, the "Stock Election"), pj-ovided that publjc announcement ofthe Stock Election is made on or prior to June 1,.2015.. Any such Stock Election shall be irrevocable. In the event ofa Stock Election, the number of shares (calculated lo the nearest whole share) so payable shall be determined by dividing (i) the amouni of the. " Redemption Price that theCorporalion elects to pay in Common Slock.by.(ii) the Average . Trading Price (calculated as of May 26, 2015). All shares of Commpn Stock delivered upon redemption ofthe Series B Preferred.Slock will, upon delivery, be duly and validly authorized and issued, fully paid and nonassessable and free from all liens, security interests and charges • (other than liens or charges created by or imposed upon the Holder or taxes in respect ofany Iransfer occurring contemporaneously therewith). Prior to the Maturity Date, the Corporation will procure the listing ofthe shares of Common Stock, subject to issuance or notice" of issuance • and approval by the Corporation's shareholders and/or Board^of Directors (to the extent such.- approval is necessary in order to increase the number of authorized shares bf Commoh.Slockor. to approve the issuance of Common Stock), on NASDAQ (or, if the Common Slock is nol listed or quoted on NASDAQ, the principal national or regional exchange or market on which the Common Stock is then listed or quoted), and will pay all fees and expenses associated with such listing. If notified by a Holder of any required filing or reasonable requeslfor information pursuant to the HSR Act or other required regulatory approvals, the Corporation will, al the sole expense ofsuch Holder, make such filings or provide such information, as applicable, and the Corporation shall cooperate with such Holder to obtain approval under the HSR Act or other required regulatory approvals prior to the Maturity Date.. In addition, in the event-that the Corporation makes a Stock Eleclion, the Corporation shall use commercially reasonable efforts (i) lo cause a registration statement covering the resale of siich shares of Common Stock to be issued to the Holders to be effective as of the.Maturity Date as the shares may be issued and (ii) to obtain the Issuance Approval (as defined below) prior lo the Maturity Date. Until such time as there has been any vote ofthe Corporation's shareholders that is necessary to approve the issuance of Common Stock on the Redemption Date pursuant to the rules of NASDAQ (or, if the Common Stock is not listed or quoted on NASDAQ, the . requirements ofthe principal national or regional exchange or market on which the Common Stock is then listed or quoted) (such approval, the "Issuance Approval"), the provisions ofthis' Section 6(b) shall nol apply for those shares of Common.Stock with respect to which such - Issuance Approval shall be required. If such vote is held and the Corporation's shareholders vote in favor ofthe Issuance Approval, then the Redemption Price shall .be paid pursuant to the provisions ofthis Section 6(b), provided that the Corporation shall be entitled to hold one .or more shareholder meetings in order to seek the Issuance Approval. If the Corporation's shareholders fail to vote in favor ofthe Issuance Approval after such meeting or.meetings, then unless and until the Corporation shall receive such approval, the Corporation shall pay the Redemption Price in shares of Common Stock pursuant to Section 6(b), up to the maximum Certification^: 10632943-1 Page 71 of 79 amouni permitted by applicable law or regulation (including the rules ofthe principal national or regional exchange or market on which the Common Stock'is then listed or quoted) without obtaining such approval (such amount, the "Permitted Issuance Amount"), with the remainder ofthe Redemption Price (the "Remaining, Amount") lo be.paid in cash funded with the- proceeds of a public offering (as such term is defined by the rulesof NASDAQ, or, if the Common Stock is not listed or quoted on NASDAQ, as such term may be defined by the -. principal national or regional exchange or market on. which the Common Stock is then lisled.or quoted) of Common Shares, which offering the Corporation shall use commercially reasonable efforts to complete. In the event that the payment ofall or part ofthe Redemption Price in shares of • Common Stock would cause a Holder ofSeries B Preferred Stock to be an Acquiring Person making a Control Share Acquisition (as such terms are defined in.the Control Share Acquisition Statute), then, unless the Corporation and such Holder shall have completed the procedures under the Control Share Acquisilion Statute to accord voting rights to the full number of shares of Common Stock lo be issued lo such Holder, the shares of Common. Stock delivered to such Holder upon Redemption.shall be issued together with, and the Holder shall execute.and deliver, to the Corporation, a proxy in favor of an attomey-ih-faet designated bythe Board ofDircctors covering a number ofthe shares of Common Stock such that the shares of Common Stock ." delivered upon Redemption would not be Control Shares (as siich term is defined in the Conlrol Share Acquisition Statute) (such number of shares issued with,such proxy, ihe "Excess Shares"). As to any Excess Shares, the proxy shall automatically be terminated oh any sale ofsuch Excess Shares or as ofthe date on which the Holder would not have sufficient voting power over voting shares of the Corporation to meet the threshold in Ihe'^definition of Control Share Acquisition ih the Control Share Acquisition Statute. (c) To the extent that the Corporation has not paid the Holders the Redemption Price in fiill on or prior to the Maturity Date, then'any such unpaid amount shall bear interesl at a rate of 7.75% per annum, compounded semi-annually (the "Default Rate"), until itispaidin full. The Default Rate shall increase by 1.00% after each ninety (90) day period following the commencement of accrual of iriteresl following the Maturity Date,,up to an amount equal to 13.50% per annum. The Default Rate shall commence accruing on the forty-fifth"(45 ) calendar day following the Maturity Date, with respect to any portion ofthe Redemption Price as to which a Slock Election has been made inaccoi-dance with Section 6(b),'and on the,first day after the Maturity Date, with respect to any portion ofthe RedemptionPrice which is to be paid in cash. • (d) Any shares of Common Stock issued in connection with a redemption of Series B Preferred Stock pursuanl lo Section 6(b) are to be issued in the same name as the name in which such shares ofSeries B Preferred Stock are registered. (e) If the Redemption does not occur on the Maturity Date, from the "Maturity Dale until the Redemption Date, the Corporation may not, at any time, (i) declare or pay dividends on, make distributions with respect lo, or redeem, purchase or acquire, or makea liquidation, payment with respect to, or pay or make available nionies for a sinking fund for the redemption of, any Common Stock or other Junior Secui;ities of theCorporalion, or (ii) redeem, purchase or acquire, or make a liquidation payment with respect to, or pay or make available monies for a sinking f\ind for the redemption of, any Parity Securities. Certification^: 10632943-1 Page 72 of 79 (f) The redemption ofthe Series B Preferred Stock shall.be deemed to have been effected immediately prior lo the close of business on the.-first Business Day on which the . Corporation pays the Redemption Price in full (the "Redemption Date")!. At such time on the Redemption Dale, the shares pf Series B Preferred Stock shall no longer be deemed to be ' outstanding, and all rightsof a Holder with respect to such shares shall immediately terminate except the right to receive cash and/or Common Stock pursuantto'this Section 6. . •. 7. Voting Rights. (a) Except as set forth belpw or in Section 2, Section 3(a), Section 3(b)(iii) or Section . 5(c) or as required by applicable law, the Holders shall nol be entitled to vote at any. meeting of , the shareholders fof eleclion of inembers ofthe Board ofDircctors or for any other purpose or otherwise to participate in any action taken by the Corporation or the. shareholders" Ihereof, or to receive notice ofany meeting of shareholders. (b) So long as any Series B Preferred Stock remains outstanding, the Corporation will not, without the affirmative vote or consent ofthe holders ofa majority ofthe Series B Preferred Shares outstanding at the.time, given in person or by proxy, either in-writing or at a meeting .. (such series voting separately as a class) amend, alter or repeal the provisions ofthis Resolution, including by merger or consolidation (an "Event''), so as to adversely affect any'right or privilege ofthe Series B Preferred Stock; provided, however, that no Event shallbe deemed to adversely "affect the righls and privileges pf the Series B Preferred Stock, and the Holders shall have no right lo vote with respect to such Event, if (x) following such Event, the Series B Preferred Stock remains outstanding with the terms thereof not adversely changed and represent an inierest inthe same issuer in which holders of Common Stock prior to such Event willhold their shares following such Event, (y) in connection with the merger or consolidation ofthe Corporation with or into another enlity in which the Corporation is not the surviving enlity, which merger or consolidation is nota Business Combination pursuant io the defihition thereof, the Series B Preferred Stock is redeemed or exchanged for a security (a "Replacement Security") with rights, preferences, privileges andvoting powers that are not less favorable than the rights, preferences, privileges and voting powers ofthe Series B Preferred Stock (it being understood that a Replacement Security shall iiot be deemed to have righls, preferences, privileges or voting power that are less favorable, than the Series B Preferred Stock if the difference in the rights, preferences, privileges dr voting power is caused solely by differences between the state law of the jurisdiction'.of incorporation ofthe Corporation and the jurisdiction of incorporation ofthe issuer ofthe Replacement Security) or(z) Section 5 hereof shallapply to the Event, and as a result the Holders shall be entitled to receive the consideration provided for in Section 5(a) or 5(b), as applicable. (c) On each matter submitted.to a vote ofthe Holders in accordance with this- Resolution, or as otherwise required by applicable law, each share ofSeries B Preferred Stock shall be entitled to one vote, With respect to each share ofSeries B Preferred Stock,.lhe Holder- thereof may designate a proxy, with each such proxy having the right to vote on behalf of the Holder. 8. Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporalion shall (I) declare a dividend or make a distribulion on its Common Stock in shares of Common Certification^: 10632943-1 Pa ye 73 of 79 Stock, (2) subdivide or reclassify the outstanding shares.of Common Stock into a greatei^ number of shares or (3) combine or reclassify the outstanding Common Stock into a snialler number of shares, the Floor Price and the Ceiling Price in effect at the lime of the record date for such .. dividend or distribution or the effective date ofsuch subdivision, combination or reclassification shall be adjusted to the number.obtained by multiplying each of Ihe.FloorPrice and the Ceiling Price, respectively, in effect at the time ofthe record date for such'dividend or distribution or the - effective date ofsuch subdivision, combination or reclassification by a fraction, the.numerator of which shall be the number of shares of Common Stock outstanding,imriiediately prior to such. action,.and the denominator of which shall be the number of shares of Common Stock outstanding immediately following such action. An.appropriate adjuslment lo the Floor Price and the Ceiling Price shall also be made in connection with any event that causes a Triggering Event or a Distribution Date (as such terms are defined in.the Rights Agreement or. corresponding terms in any successor plan). 9. Definitions. Unless the context otherwise requires, when used herein the following terms.shall have ". the meaning indicated. "Affiliate" means, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by. or under common control with such Person.' For purposes ofthis definition, the term "control" (and correlative terms "controlling," "controlled by" and "under common control with") , means possession ofthe power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person^. . ' "Average Trading Price" means, asof anydate, the volume .weighted average trading price per share of Common Stock for the 20'conseculive Trading Days irrimediately preceding such date. ' •. "Beneficially Own," "Beneficially Owned," or "Beneficial Ownership" shall have the meaning set forth in Rule I3d-3 ofthe rules and regulations promulgated under the Exchange Act, except that for purposes of this Resolution (i) the words "within sixty days" in Rule t3d-3(d)(l)(i) shall notapply, to the effect that a Person shall be deemed to be the beneficial owner ofa security if that Person has the right lo acquire'beneficial . . ownership ofsuch security at any time and (ii) a Person shall be deemed to Beneficially Own any security that, directly or indirectly, through any contract, arrangement, understanding," relationship or otherwise, is the subject of a derivative transaction entered. into by such Person, orderivative securily, acqiiired by such Person, .which gives such Person the economic equivalent of ownership of an amount ofor an interesl in such securities due to the fact that the value ofthe derivative is determined by reference to the price or value of such securities.- "Business Combination" means (i) the direct or indirect sale, assignment, conveyance, transfer or other.disposition by theCorporalion ofall or substantially all of its properties or assets (other than a bona.fide financing transaction) or (ii).the acquisition by any Person of Beneficial Ownershipof more than 50% of the then-outstanding voting Certification^; 10632943-1 Page 74 of 79 securities ofthe Corporalion entitled lo vote generally in the eleclion ofdircctors, other than any such acquisition in which the holders ofthe Common Stock and/or Preferred Stock-prior to such acquisition own greater than 50% ofthe voting securities ofsuch - Person immediately following the consummation ofsuch acquisition^ provided thatthe - term Business Combinarionshall not iriclude any transaction described in (i)or (ii) above that occurs solely between theCorporalion and either (A) a corporation of which it is a wholly-owTied Subsidiary (a "Parent")' or (B) any direct or indirect wholly-owned Subsidiaryof the Corporation or a Parent, and in which holders of Common Stock receive solely shares of common stock ofthe Parent or ofsuch direct or indirect wholly- owned Subsidiary ofthe Corporation or a Parent For the avoidance of doubt, no liquidation ofthe Corporation shall be considered a Business Combination. Any merger, consolidation or similar transaction or series of related transaction as a result of which the holders of Common Stock immediately prior to the consummation of such'transaction ,-.. represent less than 50% of the voting securities ofthe surviving corporalion or successor corporation ofsuch transaction shall be deemed'lo be a "Business Combination" if such designation would not result in the Series B Preferred Stock being deemed to be "Disqualified Capital" or "Disqualified Capital Stock" under either of the indentures governing the Corporation's publicly traded senior,notes;arid/or senior subordinated notes or the Corporation's credil agreement, as in effect "as of the dale ofthe initial issuance of the Series B Preferred Stock or if it would constifule';"Disqualified Capital", or ."Disqualified Capital Stock," the indebtedness issued undei- such indentures or the.credit agreement is no longer outstanding or is being satisfied in full in such transaction. ' "Business Day" means any day other than a Saturday, Sunday or a day on which • the banks in New York City are authorized by law or executive order to be closed. "Capital Stock" means (i) with respecl tb any Person that is a cbrporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or.capital-stock of such Person and (ii) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person. "Ceiling Price" means $67:00 per share (subject to adjustment pursuant to the teiins ofthis Resolution, including adjustment pursuant to Secrions 3(bXii), 3(b)(iii) and 8). "• . ; "Common Stock" means the common stock of the Corporation, par value $0.01 per share. "Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer appointed by the Corporation as having a maturity comparable to the remaining tenh ofthe Series B Preferred Slock (as if the final maturity ofthe Series B Preferred Stock was the Maturity Dale) that would be utilized at the time of selection and ih accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term ofthe • Series B Preferred Stock (as if the final maturity ofthe Series B Preferred Stock was the Maturity Date). 10 Certification#: 10632943-1 Page 75 of 79' "Comparable Treasury Price" means with respect to any date on which "the . Stated Value is calculated, (I) the average ofthe bid and asked prices fof the Comparable Treasury Issue (expressed in each case as a percentage of its-principal amouni) on the third Business Day preceding such calculation date, as set forth in the daily statistical release (or any successor release) published by the Federal, Reserve Bank of New York and designated "Composite 3:30 p.m.Quotalions for U:S. Goyemmenl Securities" or (2) if such release (orany successor release)-is not published or does not contain such prices on such Business Day, (A) the average ofthe Reference Treasury Dealer Quotations for ' such calculation date,' after excluding the highest and lowest such Reference Treasury Dealer Quotation or (B) if the Corporation obtains fewer than threesuch Reference . Treasury Dealer Quotations, the average ofall such Reference Treasury Dealer Quotations. "Control Share Acquisition Statute" means the Pennsylvania Control Share Acquisition Statute, 15 Pa.C.S. §2561 etseq. - . • - • - "Exchange Act'- means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder., "Fair Market Value" means the fair market value (as determined by an • independent third parly appraiser selected by the Corporation and reasonably acceptable, lo the Holders ofa majority ofthe then outstanding Preferred Stock) of ariy cash, stock or other property. "Floor Price" means $45.00 per share (subject to adjustmeni pursilant to the terms ofthis Resolution, including adjustment pursuant to Sections 3(b)(ii), 3(b)(iii)and 8). • • , • - . . . • "Holder" means the holdersof Series B Preferred Stock. • ' "HSR Act" means the Hart-Scott-Rodino "Antitrust Improvement Act of 1976, as-. amended. "Investor Rights Agreement" means the Investor Rights Agreeriienl, dated as of July 3, 2008, by and among the Corporation, FIF VPFD.LLC, Centerbridge Capital . . Partners, L.P., DB Investment Partners, Inc. and Wachovia Inveslment Holdings, LLC. . "Liquidation Preference" means $ 100,000 per share of Series B Preferred Stock (subject lo adjustmeni pursuant to the terms ofthis Resolution,".including adjiistment. pursuant to Section 3(b)(ii)). "Person" means an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) ofthe Exchange Act). "Purchase Agreement" means the Stock Purchase Agreement, dated as of July 3, 2008. among the Corporation and the purchasers named therein, including all schedules and exhibits thereto, as the same may be amended from time to time. 11 Certification^: 10632943-1 Page 76 of 79 "Reference Treasury Dealer" means any prirnary U.S. government seciirities dealer in the Cily of New York selected by the Corporation. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any date on which the Stated Value is calciilated, the average, as determined by the Corporation; ofthe bid.and asked prices for the Comparable Treasury Issue (expressed in each ease as a percentage of its principal amount) quoted in writing to the Corporation.by such Reference Treasury Dealer at 5:00 pim.. New York City time, on the third business date preceding such calculation date. "Regular Dividend" means' cash dividends or distributions with respect to the Common Stock or other Junior Securities of the Corporalion in,amounts and al intervals which are within the customary practice for companies that pay current recurring cash dividends. Although the Corporation doesnot pay RegularDividends on the dale hereof, it reserves the right to institute the payment ofa Regular Dividend in the fiiture. "Rights Agreement" means the Rights Agreement betweeri the Corporalion and. Continental Stock Transfer and Triist Company, dated as ofMarch 2,' 1999, as amended , from lime to time, or any subsequent rights plan. "Securities Act" means the Securities Act of 1933, as amended, or ariy successor statute, and the rules and regulations promulgated thereunder.' "Stated Value" means, for each shareof Series B Preferred Stock, the present value, as ofany calculation date, ofthe Liquidation Preference to be paid on the Maturity Date, computed using a discountrate equal to the semirannual equivalent'yield lo - maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage ofits principal amount) equal to'the Comparable Treasury Price for such period. For the avoidance of doubt, in the event that the Slated Valuejs calculated asof the Maturity Date, the Slated Value shall equal - $100,000 pershare of Series BPreferred Stock. "Subsidiary" ofa Person means (i) a corporation, a majority of whose stock with voting power, under oi;dinary circumstances, to elect directors is at the time of' detennination, directly or indirectly, owned by such Person or by one or more • Subsidiaries ofsuch Person, or (ii) any otherentity (pther.than a corporalion) in which - such Person or one or more Subsidiaries ofsuch Person, directly or indireclly, at the date of determination ihereof has at least a majority ownership interest "Trading Day" means any d_ay that the NASDAQ (or, if the Common Slock is nol listed or quoted on the NASDAQ, such other national of regional exchange or market on which the Common Stock is then listed or quoted) is open for trading. "Transaction Price" means the Fair Market Value ofthe consideration payable in any Business Combination in respect of one share of Common Stock as ofthe time immediately prior to the consummation of the'Business Combination. 12 ^.Certification//: 10632943-1.Page 77 of 79 - ^ 10. Certain Other Provisions. (a) If any Series B Preferred Stock ceriificate shall.be. mutilated, lost, stolen or destroyed, the Corporation will issue, in exchange and in substitution for and upon cancellation ofthe mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or" destroyed, a new .Series B Preferred Stock certificate of like tenor arid representing ari.equivalent amount ofSeries B Preferred Slock, upon receipt of evidence ofsuch loss, .theft or destruction of such certificate and, if requested by the Corporation, an indemnity oncustomary terms for such situations reasonably satisfactory to.the Corporation. • (b) The headings ofthe various subdivisions hereof are for convenience of reference only andshall not affect the interpretation ofany of the provisions hereof (c) The Corporation shall be entitled to deduct and withhold from any payment of cash, shares of Common Stock or other consideration payable tb^a-Holder of a share of Series B Preferred Stock, any amounts required to be deducted or withheld under applicable U:S. federal, state, local or foreign tax laws with respect to such payment. In the event the Corporation previously rerriitted withholding taxes to a governmental-authority in respect of any amount treated as a distribution on a share ofSeries B Preferred Stock, the Corporation shall be'enlilled to offset any such taxes against any amounts otherwise payable- in respect of such share of Series B Preferred Stock. .13 Certification//: 10632943-1 Page 78 of 79 - IN WITNESS WHEREOF, the Corporation has caused this certificate to be duty " executed and acknowledged by its undersigned duly authorized officer this 9th dayof July, 2008. . •• PENN NATIONAL GAMING, INC. .14- Certification//: 10632943-1 Page 79 of 79 Penn National Gaming, Inc. - Category 2 Application 7,Philadelp.hia - PA Gaming Ventures? LLC AppendiXflS CURRENT OWNERSHIP TABLE.Of ORGANIZATION PENN^ N^AXIDN'AL PHILApELPHIA CASINO GAMLI^G, IMC. BENEFIT com? (Nasdaq:-PENN) ^. '"I, 3333% Owner '66 i66% Owner ft.: PA.GAMii^'G VENT'LJRBS, XLG 1/11/12 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 18 CURRENT OWNERSHIP TABLE OF ORGANIZATION PENN NATIONAL PHILADELPHIA CASINO GAMING, INC. BENEFICIAL CORP (Nasdaq: PENN) 33.33% Owner 66.66% Owner • PA G>\JV1ING VENTURES, LLC 1/11/12 Penn National Gaming, Inc.-Category,,2'Appiication.- Philadelphia- PA Gaming Ventures, LLC Appendix 20 Copies offederal entity tax filings, including forms. 1120, 1120-s, U20-f 1065, 941 and alLother btisiness related tax forms filed with the IRS in the last five- (5) years. 21 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 21 Copies of 5500 forms filed with the IRS in the last five (5) years. 22 Penn National Gaming, Inc. - Category 2 Application - Phiiadelphia - PA Gaming Ventures, LLC Appendix 22 Describe criminal history of Applicant. This information must be provided in addition to the information provided in Schedule 23. Narrative infonnation about the nature of charge or complaint and the disposition must be provided. Does not apply. 23 Penn National Gaming, Inc. - Category,2 Application- Philadelphia - PA Gaming Ventures, LLC Appendix 23 Pursuant to §1312 of the^Gaming Act, the Board tnay not approve an application for licensure: if any of its principals'do not.meet the character requirements of §1340, 'eligibility requirements, or purchases a controlling interest in a licensed gaming entity in violation of §1328. Has the applicant divested all interests that would prohibit licensure and eliminated any principal who does not meet the character or eligibility requirements? If not, provide an explanation. If it does not apply; write does not apply in response tothis appendix. All principals of Perm National Gaming, Inc. are of'the highest moral character that haye been vetted by mtiltiple gaming and/or facing, related governniental agencies in ,many slates as., illustrated on the attached licensing list Most arc, also already licensed or found suitable in Pennsylvania dtie to Perm's existing Pennsylvania casina facility in Grantville, PA. All Penn principals and.key people that have been required ,to be licensed or found suitable due to the Grantville license, have a|so filed the necessary multi-jurisdiction 'forin and Pennsylvania supplement in conjunction with this application. No Penn principals havda controlling interest in the company. ^!U,3 'M i^d. '41 X X X X X X X X X X X X X X X X X X X X X X X X X X '^tAsu, ^9^ X X X X X X X X X X X X X X X X X °-'vd X X X X X X X X X X X X X X X X X X X ppft 'isyv X X X X X X °^/-^9/- X X X X X X X X X X X X X X X X X X X X X X X u X X X X X X X X X 'x X X X X X X _ ca < s t- X X X X X X X X X X c D w» > X X X X X X X X X X X X X X X c O p (M '^AO, ra ^D e^V X X X X X X X X X X X X X o Z Q '^^/& <; X X X X X X X X X X X X Z 5^ H :3 u. '^^!B, x; ec '^ X X X X X X X X X X X X X X O ^'^07 X X X X X X X X X X X X X X X X -• X X X X X x X X X X X X X X QC (/I ^110, X x X X z UJ e(/e. u /PO/ X X X X X X X X X X X X X X X b ^^'^V// X X X X X ^ i:> D a X X X X X X X X X X U UuJ X UJ X X X X X X X X X X X X X X CJ ec O ^Pea cp z '^0 X X X X X X x' X X X X X X X X X •^ UJ a Ul o a c z - u at 01 O :i at .c: o •E c: ,u ra E 'at UJ +-' o 00 c c -o OJ "o ra OJ ul o •o •o •> E Q. c c >• c ra 01 3 ro Q. CQ ra nj O" _• E c LO e ro o ro ,ro X 'oi Tl o 1/1 at Q -a o Ul c •c ,c CQ •.t 1., ro •o ro cc ro .^ at (J to ro at DO Appendix 24 Ptirsuant to §1330 of the gaming act, no licensee, its affijiate, intermediary, subsidiary or holding company may. possess an ownership or financial interest that is greater than 33.3% of another slot machine licensee or person eligible to apply for a category I license, its affiliate, intermediary, subsidiary or holding company. Does fhe applicant possess an ownership or financial interest that is greater than 33.3% of another slot machine licensee or person eligible to apply for a, categoiy 1 license, its affiliate, intermediary, subsidiaiy or holding company? Provide an explanation or write "does not apply". Penn National Ganiing, Inc., is the 100% owner of the Mountainview Thoroughbred Racing Association (MTRA). MTRA holds a Pennsylvania Category 1 Slot Machine License and owns and operates the Hollywood Casino at Penn National Race Course ih Dauphin County. PA. The owner of Hollywood Casino Philadelphia will be PA Gaming Ventures. LLC (PGV). PGV is 1/3 owned by Pemi National Gaming, Inc (Penn) and 2/3 owned 'by Philadelphia Gasino Benefit Corp. 2 n '*^"^ Penn National Gaming, Inc. - Categor>'2 Application - Philadelphia- PA Gaming Ventures, LLG Appendix25 Pursuant to §1512 of the gaming act, no executive-level .state employee, public official, party officer or immediate family member thereof shall have a financial interest in or be employed, directly or indirectly, by any licensed racing entity or licensed gaming entity, or any holding, affiliate, intermediary or subsidiary company, thereof, or any such applicant. Has any public official or other prohibited person possessed a financial interest in or been employed.directly or indirectly by the applicant or related entity al or following the effective date ofthe pa gaming act? REDACTED 26 Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 26 Pursuant to §1313 of the gaming act, provide informaiion, documentation and assurances demonstrating that the applicant has sitfficient business ability and experience to create and maintain a successful, efficient operation. Also provide biographies, of the known individuals who will perform executive management duties arid provide names of all proposed key employees and a description of their respective or proposed responsibilities as they become known. REDACTED 27 Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures. LLC Appendix 27 Pursuant to §1207(16) ofthe gaming act, the licensee must sell Pennsylvania stale lottery tickets at its facility as near as practicable to the pay windows. Provide a proposed floor plan specifying the locations where state lottery tickets will be sold and the proximity of those locations to pay windows, (note: this submission must be finalized and approved by the board prior to operation). REDACTED 28 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 28 Provide a list ofany hospital, place of worship, school, charitable institution, park, zoo or any similar place frequented by the public within 1500 feet ofthe proposedfacility. Please refer to Appendix 28 ofthe Category 2 Application filed by PA Gaming Ventures. LLC 29 n ' '^™' Penn National Gaming, Inc. -Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 29 Submit an initial narrative description of proposed administrative and accounting procedures, including a written system of internal conti-ol, pursuant to §1322 ofthe Gaming Act (note: this submission must be finalized and approved by the board prior to operation). REDACTED 30 •• n Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 30 Provide marketing plans and proposals and details of the proximity of the facility to its marketing service area. REDACTED 31 tfJ^y.P. Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 31 Provide copies of local zoning and land use approvals-or a detailed explanation ofthe status of the request with copies of all filings. . Not Applicable. Please refer to Appendix 31 ofthe Category 2 Application for PA Gaming Ventures, LLC. 32 Penn National Gaming^ Inc. - Calegor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 32 Pursuant to §1322 ofthe Gaming Act arid/or Board Regulations, submit a complete proposed site plan of the proposed licensed facility, inclusive of traffic studies and the parking plan, including the number of parking spaces, accompanied by architectural drawings and a proposed gaming floor layout. The gaming floor layout should clearly delineate the square footage ofthe area to be used for the placement of slot machines and table games. Further, the gaming floor layout should delineate the square footage reserved for additional slot machines and table, games permitted pursuant to §1210 and §13 All ofthe Gaming Act. Pursuant to §1210, provide- details ofthe proposed location of slot machines ot the facility and the number of slot machines and table games requested. Pursuant to §1207 of the Gaming Act, proposed surveillance camera locations both within and outside'the proposed licensed facility should also be clearly delineated on the gaming floor layout as: well as proposed security zones on the gaming floor and within and outside- the licensed facility. (NOTE: The site plan, gaming floor layout and related surveillance and security proposals ihust be finalized and approved by the Board prior to operation.) REDACTED 3: Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Vennires, LLC Appendix 33 Provide details of planned retail and food venues for the facility and the identification of the operators of each retail food venue REDACTED Penn Nationai Gaming, Inc. - Category 2 Apph'cation - Philadelphia - PA Gaming Ventures, LLC Appendix 34 Provide a local impact report, engineering reports and traffic studies, including details ofany adverse impact on transportation, transit access, housing,, water'and ^ sewer systems, local police and emergency service capabilities, existing, tourism, including'historical and cultural resources or other municipal.service or resource.. A. copy ofthe local impact report shall be provided to each political .subdivision in which-the licensed facility will be -located at least'seven (7) days prior.to the filing of the application for a slot machine license. The applicant shall fllea proof of service with the Board. Not Applicable. Please refer to Appendix 34 of the Category 2 Application for PA Gaming Ventures, LLC. Penn National Gaming, Inc. - Categor>' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 35 Provide details of land acquisition costs REDACTED I n PennNational Gaming, Inc. - Categon,' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 36 Provide details ofa compulsive or problem gambling plan. Not Applicable. Please refer to Appendix 36 of the Category 2 Application for PA Gaming Ventures, LLC. Penn National Gaming, Inc. - Categor\' 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 37 Ifa temporary facility is to be licensed, provide details ofthe temporary facility as well as a plan for how the licensee will transition to a permanent facility, including a date for the completion of the permanent facility. REDACTED Penn National Ganiing, Inc. - Categoiy 2 Application - PA Gaming Ventures, LLC (, Appendix 38 As required by §1325 ofthe GomingAct, applicant must address each item.listed in this section. If an item does not apply, the applicant must state that in response to each item listed. Provide a plan, with details, for the following: .(!) the location and quality of the proposed facility, including, but not limited to.'road and transit access, parking and centrality to market service area;. Not applicable to Penn National Gaming, Inc. Please see Appendix 38 ofthe application filed by PA Gaming Ventures, LLC. (2) the potential for new Job creation and economic development which will result from,granting a license to the applicant; Not applicable to Penn National Gaming, Inc. Please sec Appendix 38 of theapplication filed by PA Gamine Ventures. LLC. (3) the applicant's good faith plan to recruit, train and upgrade diversity in all employment classifications in the facility; Not applicable to Penn National Gaming, Inc. Please see Appendix 38 ofthe application filed by PA Gamiiig Ventures, LLC. (4) the applicant's good faith plan for enhancing the representation of diverse groups in the operation of its facility through the ownership and operation of business enterprises associated with or utilized by its facility or through the provision of goods or services utilized by its facility and through the participation in the ownership of the applicant. Provide specific information regarding the diversity in ownership ofthe applicant, i.e. minorities, women; Not applicable to Penn National Gaming, Inc. Please see Appendix 38 ofthe application filed by PA Gaming Ventures, LLC. (5) the applicant's good faith effort to assure that all persons are accorded equality of opportunity in employment and contracting by it and any contractors, subcontractors, assignees, lessees, agents, vendors and suppliers it may employ directly or indirectly; Please see Appendix 38 ofthe application filed by PA Gaming Ventures, LLC. Penn National Gaming, Inc. - Category 2 Application - PA Gaming Ventures, LLC (6) the history and success of the applicant in developing tourism facility ancillary to gaming development, if applicable to the applicant: Penn has successfully built or acquired 29 casino and/or racetrack facilities in over 19 different jurisdictions. Within the last three years Penn has .built casinos in Pcrr>'ville; MD, Kansas City KS, Toledo, OH and Columbus OH all of which are successful. As indicated in Appendix 26a of this appljcation, Penn has extensive experience in operating non-gaming amenities such as restaurants, bars and nightclubs, hotels, entertainment venues, banquet facilities and retail operation (.7) the degree to which the. applicant presents a plan for the project which will likely lead to the creation of quality, living-wage jobs and full-time permanent Jobs for residents of this Commonwealth generally and for residents ofthe host political subdivision in particular; Not applicable to Penn National Gaming, Inc. Please see Appendix 38 ofthe application filed by PA Gaming Ventures, LLC. (8) the record of the applicant and its developer in meeting commitments to local agencies, community-based organizations and employees in other locations; Hollywood Casino Philadelphia will be built and managed by Penn National Gaming, Inc (Penn). Penn has successfully built or acquired 29 casino and/or racetrack facilities in 19 different jurisdictions. Within Ihc last three years Penn has built casinos in Perryville, MD, Kansas City KS, Toledo, OH and Columbus OH. All have been built as planned and as communicated to.the government agencies involved in spite, of the difficult economic condition facing the nation,as a whole during this period. (9)- the degree to which potential adverse effects which might result fl-om the project, including costs of meeting the increased.demand for public-health care, child care, public transportation, affordable housing and social sen'ices, will be mitigated; Not applicable to Penn National Gaming, Inc. Please see Appendix 38 of the application filed by PA Gaming Ventures, LLC. (10) the record ofthe applicant and its developer regarding compliance with: (i) federal, state and local di.sci-imination. wage and hour, disability and occupational and environmental health and safety laws aswell as (ii) state and local labor relations and .employment laws; (iii) the applicants record in dealing with its employees and their representative ot other locations. Hollywood Casino Philadelphia will however, be built and managed by Penn National Gaming, Inc (Penn). Penn owns or operates 29 casino and/or racetrack facilities in 19 different Penn National Gaming.'lnc:-Categon,'2 Application - PA Gaming Ventures, LLC jurisdictions and has few compliance issues related to labor law or the health and safety of its employees. Penn has opened four new casino facilities in the last 30.months. Each,of these four facilities has one or more contracts in place with organized labor for the entire facility. Specifically Penn's Columbus and Toledo, Ohio facilities have,contracts in place to facilitate the organization of all ofits eligible employees by the United Auto Workers (UAW) and United Steel Workers (USW). Penn's Kansas City, Kansas casino has collective bargaining agreements in place with the Laborers, 1290 PE (a local union) and Seafarers, Entertainment and Allied Trades Union (SEATU). Penn'S Penyville, Maryland facility has a collective bargaining agreement in place with both the United Food and Commei'cial Workers (UFCW, a local union) and SEATU. Besides the unions discussed above other Penn properties have agreements in place with: • United Industrial, Service, Transportation, Professional and Government Workers of North America (UIW) • American Maritime Officers (AMO) o UNITIE/Hotel Employees and.Restaurant-Employees (HERE) • International Brotherhood Electrical Workers (IBEW) o Seafarers International Union (SlU) • Security Police and Fire Professionals of America (SPFPA) • Service Employeeslntemational (SEIU) • Sports Arena Ernployee's Union (Local #137) Overall, various casino and racing subsidiaries of Penn National Gaming, Inc. have union agreements in place with 13 different unions in..9 different states. Penn National has not had a work stoppage on the operating side in over ten years. See also Appendix 38 (Diversity Plan) ofthe application filed by PA Gaming Ventures, LLC. 39 Penn National Gaming, Inc. - Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 39 Provide information demonstrating adequate financing for the proposedfacility and the terms of financing including payback period. REDACTED 40 Penn National Gaming, Inc. -^ Category 2 Application - Philadelphia - PA Gaming Ventures, LLC Appendix 40 Provide business and economic development plans and timetables, projected debt service expenses, projected EBITDA and internal rate of return, projected annucil. gross terminal revenue, projected operating and capital expenses and defined gaming market and projected visitation. 41 Pemi National Gaming, Lie. - Category 2 Application - Pliiladelpliia - PA Gauiirig Ventiu-es, LLC Appendix 41 Provide a letter of reference from law enforcement agencies having jurisdiction ju the applicant's and principals iuain place of residence and place of business indicating that the agency does not have any pertinent information relating to the applicant or its principals. If the law enforcement agency has informaiion pertaining Jo the applicant or its principals, the letter shall specify ihe details ofthe infonnation. If no letters are received within 30 days ofthe request, the applicant or principal may submit a sworn or affirmed statement that the applicant or principal is a citizen in good standing in his Jurisdiction of residence and primary place of blisiness. REDACTED » 43 I Penn National Gaming, Inc. - Category:2'Applicalion - Philadelphia - PA Gaming Ventures, LLC Appendix 43 Provide an original payment bond or an original irrevocable letter of credit that includes a draw certificate at the applicant \s option, guaranteeing the applicant's payment ofthe slot machine license fee required by §1305 ofthe Gaming Act. REDACTED > o 3 o > c E CO O < Q. I a> T3 ra JC Q. ms ? o cn 0) ro O o c E ro CD ro c o ro 2: •cc 0) 0. 45 Penn National Gaining, Inc. - Categor>' 2 Application -Philadelphia - PA Ganiing Ventures, LLC Appendix 45 Provide a summary of all persons who hold an owner.ship or other beneficial interest in the applicant and any such interest in any ofits principal affiliates or principal entities required to be licensed or permitted in Pennsylvania; provided, however, if any of the entities are publicly traded, only interests equal to or exceeding five • percent must be disclosed. Ownership interest should be provided in a manner consistent with the ownership interest report found on the Board's website under licensure/reports and general information. Please refer to Schedules 18 and Appendix 18. f1 9,^ -I a " D tu LU Q: cc UJ o J- 2 1 I IU z CD fNJ < a z D < CO 4-> t» o \ o wJ 3 1 ° Ul o CL CC Zi CQ t- O u. < (J) NAM E O F Doe s Z CL a oc