Subsidiary Guarantors

9 Months Ended

Sep. 30, 2011

Subsidiary Guarantors.

Subsidiary Guarantors

16.  Subsidiary Guarantors

Under the terms of the $2.15 billion senior secured credit facility, all of Penn’s subsidiaries are guarantors under the agreement, with the exception of several minor subsidiaries with total assets, excluding intercompany balances, of $163.8 million (approximately 3.7% of total assets at September 30, 2011). Each of the subsidiary guarantors is 100% owned by Penn. In addition, the guarantees provided by Penn’s subsidiaries under the terms of the $2.15 billion senior secured credit facility are full and unconditional, joint and several, and Penn had no significant independent assets and no independent operations at, and for the three and nine months ended September 30, 2011. There are no significant restrictions within the $2.15 billion senior secured credit facility on the Company’s ability to obtain funds from its subsidiaries by dividend or loan. However, in certain jurisdictions, the gaming authorities may impose restrictions pursuant to the authority granted to them with regard to Penn’s ability to obtain funds from its subsidiaries.

With regard to the $2.15 billion senior secured credit facility, the Company has not presented condensed consolidating balance sheets, condensed consolidating statements of income and condensed consolidating statements of cash flows at, and for the three month and nine month period ended September 30, 2011, as Penn had no significant independent assets and no independent operations at, and for the three month and nine months ended September 30, 2011, the guarantees are full and unconditional and joint and several, and any subsidiaries of Penn other than the subsidiary guarantors are considered minor.

The Company’s $325 million 8¾ senior subordinated notes are not guaranteed by the Company’s subsidiaries.