Penn National Gaming Phase 2 Springfield Casino Proposal

Inresponseto:
PhaseIIRequestforQualifications/RequestforProposals
ProposedDestinationCasinoResortDevelopmentforCityofSpringfield,
Massachusetts
Submittedby:
SPRINGFIELDGAMINGANDREDEVELOPMENT,LLC
c/oPennNationalGaming,Inc
825Berkshire,Boulevard
Wyomissing,PA19610

SpringfieldGamingandRedevelopment,LLCSpringfieldMass.PhaseIIRFQ/PResponseHollywoodCasinoSpringfield

SUMMARY OF CONFIDENTIAL INFORMATION

Except as noted below, all pages and Exhibits that the Applicant (Springfield Gaming and
Redevelopment, LLC) considers confidential have been so marked. In addition we offer the
following summary of confidential material and the reasons such material is deemed
confidential.

Five Years of Annual Personal and Real Property Taxes, Exhibit 1-J. Penn requests
confidential treatment of the Exhibit 1-J which is confidential proprietary business
information which is not generally available to the public, the disclosure of which would
place Penn at a competitive disadvantage. This type of information is specifically excluded
from the definition of Public Record by M.G.L. c 4 7(26)(g) and Section 9(b) of the Act.

Five Years Projected Cash Flow and Balance Sheet, Exhibit 2-A. We request
confidential treatment of Exhibit 2-A which contains information related to confidential
financial projections. This data is confidential propriety business information and is
competitively-sensitive. Penn National is a registered publically traded company and this
exhibit contains material non-public information. This information is also confidential as a
trade secret containing proprietary business information which is not generally available to
the public, the disclosure of which would place Penn at a competitive disadvantage. This
type of information is specifically excluded from the definition of Public Record by M.G.L. c
4 7(26)(g) and Section 9(b) of the Act.

Projections of Debt, Exhibit 3-D. We request confidential treatment of Exhibit 3-D which
contains information related to debt projections. This data is confidential propriety business
information and is competitively-sensitive. Penn National is a registered publically traded
company and this exhibit contains material non-public information. This information is also
confidential as a trade secret containing proprietary business information which is not
generally available to the public, the disclosure of which would place Penn at a competitive
disadvantage. This type of information is specifically excluded from the definition of Public
Record by M.G.L. c 4 7(26)(g) and Section 9(b) of the Act.

Marketing Plan, Exhibit 4-C. The information contained within the Marketing Plan
contains confidential competitively-sensitive business information and is proprietary. This
type of information is also a trade secret and is specifically excluded from the definition of
Public Record by M.G.L. c 4 7(26)(g) and Section 9(b) of the Act.

Employee Compensation, Exhibit 5-A. Exhibit 5-A contains confidential personal
employee compensation information which are proprietary business information the release
of which would place Penn at a competitive disadvantage. This information is also
confidential as a Trade Secret. This type of information is specifically excluded from the
definition of Public Record by M.G.L. c 4 7(26)(g) and Section 9(b) of the Act.

Corporate Organizational/Formation Documents/Agreements, Exhibit 7-C. Exhibit 7-C
contains corporate organizational documents, formation documents and other confidential

agreements which are propriety and contain confidential competitively-sensitive business
information. This information is also confidential as a Trade Secret. This type of
information is specifically excluded from the definition of Public Record by M.G.L. c 4
7(26)(g) and Section 9(b) of the Act.

Response Narrative, Section 8. Section 8 contains confidential information which has
already been characterized by the City as confidential.


Executive Summary

Springfield Gaming and Redevelopment, LLC (SGR) proposes to develop an approximately
$807 million comprehensive economic development project, including a Hollywood-branded
destination casino resort and hotel, that will serve as an important catalyst for the revitalization
of Springfield.

SGR is a joint venture owned by a subsidiary of Penn National Gaming, Inc. (the nations largest
regional gaming operator with 29 casino and racing facilities in 19 jurisdictions across North
America) and Peter Picknelly Gaming, LLC, a company owned by local Springfield businessman
and philanthropist Peter Picknelly (a third generation lifetime Springfield resident). Mr.
Picknelly has been actively involved in much of the local planning and community outreach
efforts. Consistent with his key role in our project, our operating agreement gives Mr. Picknelly
the right to become a 50% partner in SGR, and he has expressed a willingness to do so as
expeditiously as possible.

In addition, Penn National is one of the least leveraged, best-capitalized companies in the gaming
industry today. We are the only casino operator in the country to have developed and opened
three new facilities in the past year all on time and on budget in cities just like Springfield.
Not only is SGR the only applicant with significant ownership by a local partner, as well as a
well-established and verifiable track record for opening successful properties all across the
country, but our project is also distinct in several other notable areas. For example, because of its
ideal location and access to main arteries, the proposed Hollywood Casino & Hotel project will
have the least adverse impact on traffic. Moreover, as highlighted below, the Hollywood project
has far and away the greatest ripple effect of any other gaming proposal.

Hollywood Casino & Hotel Springfield would be developed in a single phase on 13.4 acres of
land in the north end the city. Upon award of the license to SGR, our project is expected to
launch a significant and immediate domino effect across Springfield, including but not limited to
the following:
Relocation of The Republican newspapers operations to the heart of downtowns central
business district, which will include a 21st century Village Square connecting tourists,
residents, and professionals in a vibrant new epicenter of Springfield.
Relocation of The Republicans production operations, including its regional commercial
printing business and tens of millions of dollars in equipment to a brand-new building to
be constructed at an industrial park within Springfield.
Acceleration of the Union Station projects Phase II, including additional office, retail,
and garage space and connection via sky bridge to the casino;
Peter Picknelly plans to relocate his Transportation Center to Union Station;
Peter Pan plans to relocate their 140 office employees to 31 Elm Street, breathing life into
an historic building near the South End;
Relocation of the Peter Pan bus garage to a new $5 million facility to be built in five
acres within the City that will employ approximately 90 people.
Beautification of land owned by SGR along the waterfront, which will be maintained by
SGR, so as not to create a financial burden on the city;
Renovation of the historic Paramount Theater, which will be connected via sky bridge to
the casino.
Development of retail along Main Street in front of the Paramount, further linking the
North End to the Central Business District;
Financial commitment to help UMass establish a new anchor facility in downtown
Springfield.

Hollywood Casino & Hotel Springfield will feature our marquee brand, which blends elements
of Hollywoods progression from the Golden Era to today in a classic art deco style that appeals
to a broad range of potential customers. The Hollywood brand has been successfully executed at
14 of our 24 gaming facilities across North America.

In terms of project scope, the approximately 480,000 gross square foot (not including parking
garage) Hollywood Casino & Hotel Springfield will include up to:
2,100 construction jobs
2,400 casino-related jobs
2,850 slot machines
80 table games, 20 poker tables
258 hotel rooms and luxurious spa
20,000 sq. ft. of meeting/conference space
2,900 space parking garage
Regionally-branded restaurants and bars, including: Fluties Sports Pub; Student
Prince/Fort Deli; Davios; First and Last Tavern; B. Good Burgers, Ol Mexican
Restaurant and Dunkin Donuts
10,500 sq. ft. retail space, including Yankee Candle and Sarkis Jewelers

Finally, Penn National Gaming is committed to being a good corporate citizen in each of the
jurisdictions in which we operate. As such, our plan is to maximize the benefit of this important
economic catalyst with others in the community, including local business owners, workforce
development for our employees 90% of whom weve pledged to hire locally -- civic
organizations, minority and disadvantaged businesses, as well as local charities. This
commitment to being a good corporate citizen also extends to following stringent policies
regarding gaming compliance, responsible gaming and alcohol service at our property. Notably,
Penn National has no significant licensing issues in any of the jurisdictions in which it operates.
In a new gaming jurisdiction where transparency and compliance must be highly valued, this too
sets Penn National/SGR apart.

In sum, Springfield has a truly transformational opportunity before it, and, while not a panacea;
our project would serve as an economic engine that will create an immediate and profoundly
positive ripple effect across every corner of this City of Firsts.


Usage Note to Application
This proposal is being submitted by Springfield Gaming and Redevelopment, LLC (SGR).
Throughout this application SGR may also be referred to as Applicant, Proposer,
Hollywood Casino Springfield or Hollywood. All of these names are referring to SGR.

Response Requirements.
A. Specific Submittal Requirements
Each response to the Phase II-RFQ/P must address, in detail, each of the items listed below. The
proposer is encouraged to think creatively to propose a competitively unique, innovative and
viable Project and overall proposal. As indicated in the Phase 1-RFQ/P, the City expects that the
core goals of each qualified responder will be to propose a Project which will: (i) make a
significant and lasting contribution to the City and Commonwealth, increasing sustainable
economic benefits from tourism and conventions; (ii) be a catalyst for additional economic
development in the City; (iii) create good paying jobs and new employment opportunities for
City residents; (iv) support utilization and participation of local and small business suppliers
and vendors, including minority business enterprises, women business enterprises and veteran
business enterprises; (v) support utilization of existing City entertainment venues; (vi) mitigate
any adverse impacts of the Project on the City and surrounding communities; and (vii) provide
additional revenues for the City. To the extent proposer is a newly formed or to-be-formed entity,
or as otherwise necessary to fully inform the City, the responses should be provided in relation
to the main operating entity and/or its significant business units, and/or management company
(if anticipated to be engaged for the Project):

1. Concept and Design for the Project

(a) Submit as Exhibit 1(a) a description of the Project, including but not limited to:

(i) a description of and site plan for the proposed Project site, including any off-site ancillary
property to be used by proposer in connection with the Project, and describe how proposer
controls or expects to obtain control of the real property comprising the Project Site and any
off-site assemblage;

Hollywood Casino & Hotel Springfield will sit along the Connecticut River on a generally
flat 13.4-acre site located in the North End of Springfield, immediately off Interstate 91,
south of Interstate 291 and bounded by Columbus Avenue to the west, Emery Street to the
north, Main Street to the east and railway lines to the south. A new partial loop road is
provided along the railway line with vehicular traffic entry into the site from Emery and
Main Streets while service truck access is from Columbus Avenue. All requirements for
public parking are being provided by a six level parking deck directly connected to the
casino, hotel and conference center. See Exhibit 1-b (pages 11 and 12) of the Concept and
Design for the Project Exhibit for detailed site plans.

This site is comprised of five land parcels currently controlled under binding contingent land
purchase agreements with their respective owners. Portions of Liberty Street and Boylston
Street within these parcels are proposed to be vacated. Discussion of these vacations has
occurred with the City Engineer and the Director of Public Works and it is anticipated that in
the context of our overall traffic improvements, the vacation of these portions of Liberty and
Boylston Streets will meet no objection from the Board of Public Works. Vacation of these
streets has been incorporated in the traffic evaluation for our proposed development.

The project is a mixed-use development on a consolidated site consisting of Assembly
Casino, Residential Hotel, and Business Administrative/Support occupancies. The site is
currently comprised of four blocks of varying sizes. Primary businesses located on those sites
include The Republican newspaper facilities and the administrative offices and Peter
Picknelly Transportation Center.

The project is integrated into the North End community in several ways, including beneficial
improvements to historic structures adjacent to the Casino. Union Station and the Paramount
Theater will undergo adaptive reuse, making those structures a more vibrant part of the city.

Other anticipated components of our plan contributing to the City include:
Relocation of The Republican newspapers operations to the heart of downtowns central
residents, and professionals in a vibrant new epicenter of Springfield.
Relocation of The Republicans production operations, including its regional commercial
printing business and tens of millions of dollars in equipment to a brand-new building to
be constructed at an industrial park within Springfield.
Acceleration of the Union Station projects Phase II, including additional office, retail,
and garage space and connection via sky bridge to the casino;
Peter Picknelly plans to relocate his Transportation Center to Union Station;
Construction of a separate new $5 million garage within Springfield for Peter Pans
buses;
Peter Pan plans to relocate their 140 employees to 31 Elm Street, breathing life into an
historic building near the South End;
Beautification of land owned by SGR along the waterfront, which will be maintained by
SGR so as not to create a financial burden on the city;
Renovation of the historic Paramount Theater, which will be connected via sky bridge to
the casino.
Development of retail along Main Street in front of the Paramount, further linking the
North End to the Central Business District;
Financial commitment to help UMass establish a new anchor facility in downtown
Springfield.

The Applicant, Springfield Gaming and Redevelopment, LLC has full control of its proposed
casino site by way of binding agreements with the owners of the five parcels that comprise
our site.

(ii) a description of the proposed casino, including the approximate number of square feet of
gaming space and the number and types of games;

The casino/resort will be branded Hollywood, Penn Nationals marquee operating brand (see
Section 4 for more detail).

The Hollywood Casino & Hotel Springfield is a two-level "low-rise" building. The Casino
level is partially raised above grade in order to allow for critical portions of operational
services below. The Service level houses back-of-house support and loading dock facilities.
The building currently has the following features:
1) Casino Level: approximate 208,800 gross square feet (gross square feet),
a) Space for up to 2,850 slot machines,
b) 80 table games and 20 poker tables,
c) Highly decorative high denomination high limit areas with 70 slot
machines and 8 tables (inclusive above),
d) Partially secluded poker room with 20 tables (inclusive above),
e) Locally and regionally braded and themed dining/entertainment venues
with kitchens,
f) Two exterior protected patron smoking lanais,
g) Guest services and casino support functions.
2) Service Level: approximate 63,200 gross square feet,
a) Loading dock,
b) F&B warehouse,
c) Support areas including human resources, security, maintenance, employee
services,
d) Main electrical, mechanical and boiler equipment,
3) Mezzanine Level: approximate 18,800 gross square feet,
a) Executive offices including IT and general administration,
b) Surveillance,
c) Audio Visual,
d) Hotel administration and support.

The casino building is a braced frame steel structure. Diaphragm loads are transferred
through composite slabs with strategically placed reinforcement and horizontal bracing at the
gaming level. The moderate soil condition of the site required deep piles reaching down to
bedrock. A concrete reinforced retaining wall is provided at the lower service level. The
casino floor is cellular steel deck to feed power and data cabling to slot machines and table
games. The gravity framing is based on a 30'-0" by 30'-0" overall grid with continuing free-
bays of 60'-0" roof spans provided to facilitate interior themed design and table game pit
configurations. All floor levels are designed as composite systems while the roof structure
utilized both structural steel beams and long span joists. The casino wall that adjoins the
parking deck is a two-hour rated wall to provide horizontal exit protection into the parking
deck.

The exterior of the building is designed to pay tribute to the glory days of "art deco" that is
associated with the Hollywood Casino brand and will incorporate architectural elements of
iconic Springfield buildings. The exterior walls are constructed with light-gauge metal-studs
and gypsum sheeting and veneered with granite stone panels, brick, faux stone units and faux
stucco. We anticipate the base of the building will be granite and faux stone with the upper
portion faux stucco. Feature decorative pilasters with special decorative lighting, as well as
granite panels and decorative glass mosaic tiles; provide the dramatic design at the east front
of the building along the Interstate. Custom "art deco" sculptures flank the main porte-
cochere entry. The highly decorative free-standing porte-cochere provides the dramatic focal
point of the main facade. The exterior walls have an average thermal resistant rating of R24.

In keeping with LEED guidelines, the building roof has a mechanically fastened
thermoplastic single-ply roof membrane system. The composite roof system has a thermal
resistant rating of R30.

The interior of the casino area is a heavily themed tribute to the glamorous and elegant
Golden Era of Hollywood. Yet the design looks to the future with a focus on multi-media
integration into the casino experience. Much of the interior theming is achieved with highly
articulated cast decorative pilasters and other cast ornamentation. The general casino area
ceiling is left open and blackened-out to promote the feel of a Hollywood back-lot production
area. Vintage Hollywood memorabilia and classic black-and-white nostalgic photographs are
distributed throughout the facility. The focal point of the gaming floor is the center Flutie
Sports Pub and entertainment lounge which will incorporate unique audio video projection
systems. Recycled, regional and low-emitting materials are used where possible in keeping
with LEED guidelines.

The HVAC system design includes roof-top air handling units. Each unit is outfitted with
high efficiency natural gas heaters and energy recovery wheels to recapture exhaust energy
that would be otherwise lost. Central chillers are located in a pre-fabricated utility plant
whose chilled water services the main air handling units. Shafts through the casino level
provide air to the lower support level. Enhanced automation controls and unit design options
are provided in order to provide at least 10% energy savings over the industry standard
casino design. The building is a smoking-free facility. However, smoking remains a
preference for many gaming patrons. Many casinos lose business to adjoining states once
restrictive smoking laws are passed. To address this critical element of the gaming industry,
the project incorporates exterior smoking porches that are adjacent to the gaming floor. The
porches are open on three sides providing natural ventilation to meet State Health
Department requirements and are accessed through pressurized air-lock vestibules to ensure
LEED air quality conformance. Similarly, the project provides a ground-level exterior
covered porch for the employees. All exterior smoking areas are outfitted with infrared
heaters for wintertime use. Kitchen areas have separate make-up air units in order to maintain
proper air balance within the building. Standard and enhanced commissioning of the HVAC
systems will be provided as part of the LEED certification process.

Electrical demand in a casino is intensive. The amount of electronic games creates a large
source of demand and casinos are a unique public facility that requires a large amount of both
interior and exterior decorative or feature lighting. Historically, the lighting has been
incandescent in order to provide a warm sparkle, brilliance and historically correct theatrical
production quality. The current electrical design provides LED fixtures for 65% of the
gaming floor (25% pulse start metal halide and 10% fluorescent), resulting in under 0.5 watts
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per square foot demand. Only the restaurants will use incandescent lamps. In the lower level
building support area, 95% of the lighting is fluorescent (with 5% LED) resulting in less than
1 watt per square foot demand. The facility will benefit for years to come due to the reduced
cooling cost and electric bills. The facility will also save on lamp replacement costs since the
LED lamp life is a minimum of five years. Since most casino facilities operate 24 hours a
day, previously designed casinos of similar scope typically have required three lamp changes
per year. Though it has yet to be confirmed, the anticipated electrical usage should be less
than half of previously designed similar casinos due to less wattage fixtures and less HVAC
requirements. The project has emergency generator back-up to power life safety and
regulatory requirements as well as much of the gaming floor and food storage. Extensive
low-voltage gaming network and surveillance camera cabling systems and infrastructure has
been incorporated.

The casino floor is being designed to comfortably accommodate up to 2,850 slot machines.
We plan to open with 2,000 slot machines with plans to ramp up the slot count to the 2,850
capacity quickly as market awareness and demand increase. Likewise, the parking garage
(initially offering approximately 2,900 spaces) will be expandable by an additional 250
spaces.

(iii) a description of the proposed restaurants, including the approximate number, sizes,
types and themes and the identity of any restauranteurs the proposer reasonably anticipates
will operate the restaurants;

We plan to have seven unique dining options on property. We will offer a signature Italian
steakhouse concept, polished casual/Mexican, sports bar with American fare, and a quick
bite/food court with 4 offerings (pizza, deli, burgers, coffee/donuts/breakfast sandwiches).
See below for further details:

Davios Northern Italian Steakhouse (160 seats; approx 6,300 gross square feet)
CEO Steve DiFellippo is a Springfield native and currently operates restaurants in
Atlanta, Philadelphia and the greater Boston area. This will be a licensing arrangement.
Doug Fluties Sportsbar (180 seats; approx 6,000 gross square feet) Doug Flutie was
raised in Natick, MA and is a sports icon in the Commonwealth. This sportsbar will
display Flutie memorabilia and will offer a casual American fare menu. This will be a
licensing arrangement.
Ole Mexican (155 seats; approx. 5,600 gross square feet) Ole Restaurant Group is a
Boston, MA-based restaurant company that owns/operates several Mexican restaurants in
the Boston and Cambridge, MA area. Chef and Founder Erwin Ramos will be very
involved in this project. This will be a licensing arrangement.
120 Seat Food Court (approx. 7,800 gross square feet)
o Student Prince/Fort Deli (food court) Student Prince Restaurant in Springfield
has been owned and operated by the Scherff family since 1935. They will offer a
deli concept as part of the food court. This will be a lease arrangement.
o First and Last Tavern (food court) First and Last Tavern currently operates
five restaurants in the Hartford/Avon, CT area (one in Maine as well). They will
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offer pizza by the slice and salads as part of the food court. This will be a lease
arrangement.
o B. Good Burgers (food court) B.Good is a Boston-based burger company (9
current restaurants and growing) that was founded by MA natives Anthony Ackil
and Jon Olinto in 2004. They will offer burgers and fries as part of the food
court. This will be a lease arrangement.
o Dunkin Donuts (food court) Dunkin is a Canton, MA-based company and is a
nationally recognized name. Dunkin will offer coffee, donuts and breakfast
sandwiches as part of the food court. This will be a lease arrangement.

(iv) a description of the proposed hotel, including related amenities and approximate
number, type and size of the hotel rooms;

The 141,000 square feet Hollywood Casino Hotel is located above the northeast corner of the
low-rise casino facility. The Hotel lobby is conveniently located immediately off the casino
floor and adjacent to the parking garage. The lobby is also easily accessible to the same
porte-cochere that casino patrons use. The Spa and Conference Level is located above the
hotel lobby and casino. Above that is a twelve-level guest tower with 258 guestrooms
including 240 standard (350+ square feet) guestroom and 18 junior (500+ square feet) and
deluxe (700+ square feet) suites.

Fully integrating a hotel into the casino provides the guest a vast offering of food and
beverage choices. Significant to serving a 4-star hotel is a facility that provides 3-meals as
well as convenient room service of high quality and selection. The 155-seat Ole Mexican
restaurant is located immediately below the hotel tower and near the hotel lobby. Its kitchen
will be sufficiently designed to provide the traditional American breakfast, a mid-price lunch,
and then at evening, become a high-end restaurant.

Another guest amenity will be a 5,200 gross square feet full-service Spa experience including
exercise room, treatment room and an indoor lap pool with skylights and clerestory glass
above. Located contiguous to the hotel tower, these facilities are about 50 feet above the
street and both open upon lush roof gardens. These plant materials are carefully selected
along sustainable guidelines.

The definition of a quality guest room experience also reflects the Hollywood Brand. A
typical guest room has a modular width of 14-feet. Each room is outfitted with typical
amenities, conveniences and current technology so that the guest upon departure is longing to
soon return. Each room will be equipped with Wi-Fi, USB connections, cable TV and on-
demand programs. Casino promotions will be made available to each guestroom TV. Flat-
screen HD monitors are mounted upon the wall a minimum of a 35 screen. Individual
lighting controls will be offered to each guest to satisfy their personal preferences.

Special attention has been paid to the bathroom, with each featuring a glass enclosed walk-in
shower, decorative wall tiles, stone lavatory tops and other fine finishes. The water closet is
located in a separate partially enclosed area (water closets in suites to be fully enclosed).
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The hotel is expected to include up to 20,000 square feet of meeting/
conference/banquet/breakout space (including pre-function) and a business center.

Lastly, our hotel rooms will feature promotional and cross-marketing materials of area
businesses and entertainment venues.

(v) a description of the proposed lounges and bars, including the approximate number, sizes
and types;

We plan to offer three unique bars/lounges (see below for further details), as well as another
two bars/lounges as part of Davios and Oles.

Fluties Sports Pub (180 seats; approx 6,000 gross square feet) will have a dedicated bar
area, focusing on a wide variety of draft and bottled beers, to include several from
local/regional microbreweries. We will also offer wine by the glass and mixed
drinks/cocktails.
Casino Lounge (180 seats; approx. 4,200 gross square feet) will sit in the center of the
casino, adjacent to Fluties, and will have a stage for live entertainment. The lounge will
seat over 180 patrons and will be serviced via the nearby service bar and/or Fluties.
Hotel Lobby Bar (10 seats; approx 250 square feet) will be located adjacent to the hotel
lobby and will focus on specialty drinks, mixed drinks/cocktails, bottled beer and wine by
the glass.

(vi) a description of the proposed retail space, including the approximate number, sizes and
types of retail shops and how such retail development will serve the general community;

We plan to offer multiple locations for retail shops and currently have commitments for two
of these locations to be operated by local retailers as more fully described below:
There will be approximately 3,500 gross square feet of casino related retail within the
casino. The retail shop is immediately located off the gaming floor and provides casino
specific and Hollywood related merchandise as well as convenience sundries and drinks.
In addition, there will be approximately 10,500 gross square feet of general retail space
provided within the parking garage along Main Street. This retail will be community
oriented along the pedestrian sidewalks in order to enliven the streetscape and adjacent
existing retail.
Sarkis Jewelry (approximate 1,000 sq ft), founded and operated in Springfield, MA
plans to open their second Springfield location within the project as a lease deal.
Yankee Candle (approximately 2,000 sq ft), founded and headquartered in South
Deerfield, MA plans to open their first company-operated Springfield location with the
casino as a lease deal.
There will be planned sidewalk storefront retail space within the renovated Paramount
Theater. Located along Main Street and immediately off the lobby area, the retail area
will provide convenience sundries and drinks to the theater patrons as well as
merchandise from performers.
13
There will be a retail sundries area within the hotel lobby providing convenience foods
and guest toiletries.

(vii) a description of any proposed ancillary entertainment or recreational facilities,
including approximate number, sizes and types;

In addition to the partnership and arrangements/MOUs, we have entered into (or are
working to soon complete) with the Mass Mutual Center, City Stage and Symphony Hall,
current plans also call for investment in the rehabilitation of the neighboring Paramount
Theatre, which currently seats approximately 2,200 patrons. We would then lease the theatre
for various live entertainment events and allow casino/hotel guests to access the Paramount
Theatre via Main Street or a proposed pedestrian sky bridge between the two buildings. In
addition, we are discussing a potential partnership with the New England Farm Workers
Council (owner of the Paramount) to help renovate the store level retail spaces along Main
Street in order to enhance the pedestrian journey/experience from our casino project into the
heart of downtown.
We are also planning beautification of land owned by SGR along the waterfront (as shown
on page 5 of Exhibit 1-b; Concept and Design for the Project), which will be maintained by
SGR so as not to create a financial burden on the city.

(viii) a description of any convention, meeting and other public space, including the
approximate number, size and types of such spaces;

As noted in Section 1-a-iv above the conference facility will provide approximately 20,000
net square feet of meeting/conference/banquet/breakout space including 5,000 square feet of
pre-function area, four meeting rooms approximately 1,000 square feet each, four break-out
rooms, two board rooms and a 10,000 square foot grand ballroom that (when fully opening
its dividing walls) can accommodate banquet seating for 850 persons and classroom seating
for up to 1,000. The Ballroom has a variety of ways it can serve as it is divisible into five
parts and also become integrated into the more elaborate special events by opening through
the pre-function area into the pool area. Besides the meeting space and pool, the hotel will
also have a luxurious spa, including a fitness area and treatment room as well as a business
center.

(ix) a description of any other proposed and related facilities or amenities;

In addition to our casino and hotel development, we plan to strategically invest in various
ancillary developments across Springfield all in an effort to maximize the revitalization of
the entire downtown.

Paramount Theatre - Beginning right next door to the south of our facility, we are working
with the New England Farm Workers Council (NEFWC) on a plan to invest in their
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planned $51 million rehabilitation of the Paramount Theater. After restoring the theater to its
glory, our arrangement with the NEFWC will allow us to lease the venue for our live
entertainment events. We are working on plans to connect the theater to our casino via a
pedestrian skywalk that would span the existing railroad track. We plan to also link the
Paramount to our project by cleaning up and rebuilding the Main Street frontage to include a
retail-lined promenade that would then connect the Paramount, and by extension the Central
Business District, to our North End casino.

Union Station - Across the street to the east of our development is Union Station. We have
already had discussions with the Springfield Redevelopment Authority to determine how we
can best help with the phase 2 funding of the redevelopment plan, including building out the
~45,000 sq ft of office space, developing the retail and dining venues on the first floor, and
expanding the parking garage to between 4 6 levels. We could then connect the garage via
another pedestrian skywalk to our casino, right across Main Street. We could utilize the
newly-developed office space to house much of our administrative functions. In addition, if
awarded a gaming license, the Peter Picknelly Transportation Center would be relocated to
Union Station, making this historic venue a significant transportation hub for rail and bus
service throughout New England.

Peter Pan Bus Lines Garage To make room for the casino, Peter Pan Bus Lines plans to
fund the relocation and expansion of its coach maintenance facility (used to service and
repair the busses of its national fleet of nearly 300) into a brand new state-of-the-art and
architecturally appealing facility on a five acre sites within the City. The cost of this project
is expected to exceed $5 million, and will employ approximately 90 persons. Peter Pan has
also held preliminary discussions with the City regarding the concept of this garage being a
public/private facility which would address the vehicle maintenance needs of not only Peter
Pan but also the Department of Public Works and the Police Department.

The Republican Newspaper If SGR is awarded a gaming license, this will trigger the
relocation of The Republican newspapers operations to the heart of downtowns central
residents, and professionals in a vibrant new epicenter of Springfield. In addition The
Republicans production operations, including its regional commercial printing business and
tens of millions of dollars in equipment would be relocated to a brand-new building to be
constructed at an industrial park within Springfield.

31 Elm Street - As the designated preferred redeveloper of the building, if SGR is awarded
the gaming license, Peter Pan Bus Lines plans to fund and develop 31 Elm into its new
headquarters, or into another multi-functional use that would benefit the downtown
Springfield community. The new headquarters operation is expected to employ
approximately 140 office employees.

Riverfront Site - We plan to clean and beautify our 19 acres of riverfront land, just west of
our casino site, into scenic open space that the community can enjoy. We are also
committing to maintain the open space as part of our operations so as to not put any undue
stress, financial or otherwise, on the City and its Parks Department. We note that our initial
15
riverfront plans are modest because we believe the highest and best use for such land goes
beyond park space. We believe that within a few years after our casino opening, we could
develop the land into a mixed use residential/retail/entertainment destination that would
complement our casino resort. We are not committing to any such development and are not
asking for it to be considered as part of our proposal. Rather, we are sharing what we believe
is the right plan for that land and what we plan to diligently pursue after opening our casino.

U-Mass - One hundred and fifty two years ago, during the bleakest stretch of the Civil War,
the residents of Springfield approved a ballot proposal to offer free land for the establishment
here of a new state university. Cash was also pledged. That dream unfortunately never came
to pass. The new campus eventually ended up in Amherst, and today hosts the wonderful
flagship of the University of Massachusetts.

Fast forward to today. The Penn National/Peter Picknelly Gaming joint venture is committed
to making a significant investment with U-Mass to enable the establishment of an anchor
facility for the University in downtown Springfield. The curriculum, programming and
physical site would be decided entirely by the University. The project would make available
sites at a number of the locations under our control should the University choose one of
them. These include 31 Elm Street, right across the square from City Hall, as well as part of
Union Station itself or on land along the Connecticut River. In addition, UMass could
choose to locate on the tornado damaged site on the South End which is being considered by
MGM for a casino site.

We are doing this because we believe this branch campus would bring energy, activity, jobs,
residents and over the years -- a very, very different image to the citys downtown. We
also believe Springfield is a valuable learning laboratory for the students who will lead us
into the future. The new satellite campus may include housing for third-year, fourth-year and
graduate students who would begin their education in Amherst. Its curriculum would be
complementary to the existing programs at the many fine colleges already in and around
Springfield.

One hundred and fifty two years later, we are proud that our project is trying to make that old
dream come true for Springfield and the modern state university.

Morgan Square We strongly believe the development of Hollywood Casino & Hotel in
the North End will revitalize this area and the City as a whole. In anticipation of this city-
wide improvement, entities owned by Peter Picknelly are currently working with local
interests who are negotiating an option to take an ownership interest in the historic Morgan
Square Apartments located at 15 Taylor Street, a site proximate to our proposed casino
development. This building currently contains 266 apartment units, but it is outdated and in
need of investment. If SGR is awarded the license for Western Massachusetts, Mr. Picknelly,
through one or more of his business entities, will provide financing and development services
to completely renovate and modernize the structure which encompasses an entire city block
on the North End. Development plans would turn a run-down low-income housing into a
modern market rate complex with tenants targeted towards casino employees and young
professionals working and living downtown.
16

(x) a description of proposers ability to expand the proposed casino and hotel or add other
related facilities or amenities on the Project site at a future date;

Expansion opportunities within the current site boundaries are limited to what consolidations
can be made upon the gaming floor provided within the original build out. The casino will
open with a minimum of 2,000 slots with plans to ramp up the slot count to the 2,850
capacity as market awareness and demand increase. The casino area will be constructed in a
single phase to accommodate the full complement of slot and table positions. The parking
garage will contain approximately 2,900 spaces on six levels and can be expanded by
approximately 250 spaces on the northwest side of the structure (Columbus Street), without
interruption to existing businesses. It is extremely important to integrate the proposed facility
as closely as possible to the existing downtown fabric, leaving no gaps to fill in the future.
As demand increases, the project can expand to include development on other third-party
controlled parcels across the street from our project. Such parcels can then also be connected
via pedestrian sky-bridges.

(xi) a description of how the Project will complement and be compatible with the Citys
culture and how the Project will showcase, stimulate and improve the use of existing and
future attractions, including tourism and convention facilities;

Penn National is the only applicant with numerous casino openings in recent years in cities
similar to Springfield. Penns experience in these recent openings reflects that deeper levels
of cooperation with host communities have led to more successful operations, and it views its
local partner, Peter Picknelly, as a critical first step in that process. During the application
process Mr. Picknelly has helped Penns development team learn more about the community
and the challenges it has faced in recent decades and its plans to address those challenges.
Our perspective is that partnering with the City of Springfield and developing a casino resort
that supports the communitys objectives is the true path to success for all constituents.

Our design efforts go well beyond discussing the need for investment in downtown
Springfield. For example, the Urban Land Institutes (ULI) 2006 Advisory Services Panel
Report points out Springfields opportunity to reestablish itself as the hub for Pioneer Valley,
and that a vibrant urban center and cultural hub, will, in turn, be a vital support for the
livelihood of the citys neighborhoods and provide an inducement for redirecting new retail,
entertainment, office, and housing growth that has been moving to the suburbs.

While our proposal includes a number of specific recommendations from that insightful
document, we have also thought about what we could do as an organization to think
creatively and incorporate and adapt our development to the spirit that is behind those
recommendations. A critical element is the Hollywood brand, which blends elements of
Hollywoods progression from the Golden Era to today in a classic, art deco style that
appeals to a broad range of potential customers. Hollywood embraces diversity, and
incorporating memorabilia from a wide range of actors and actresses as well as films
17
celebrating different cultures would directly address a goal of the ULI that could not be
envisioned when that report was written.

To further incorporate our theme within the community, our development plan includes
investing in the planned $51 million restoration of the Paramount Theater. The theater,
originally built in 1926, is at a critical juncture in its history. Many original elements of the
theater, both in its interior and faade, are in need of investment. Original mosaics covering
the walls, an ornate dome on its ceiling and detailed trim and lighting fixtures can all still be
professionally restored. The Paramount would once again be able to host live events and
broaden the citys arts community. Once the theatre is renovated, Hollywood Casino &
Hotel Springfield will also host live events at the theater, providing a significant source of
customers to help ensure that the theater remains part of the community for years to come.

While the investment was not specifically recommended by the ULI, we feel that the ability
to complement our Hollywood theme, meet our need for an entertainment venue, reinvigorate
an important cultural center and historic part of the community, and broaden the footprint of
our investment by stretching our development towards downtown is a fantastic example of
the potential for our partnership to enrich the community.

Our development plans include 20,000+ square feet of convention and meeting space to
complement, not compete with, the MassMutual Center, and a dedicated sales and marketing
team will work to attract more groups to Springfield in partnership with the existing efforts.
In terms of leisure visitors and casino guests, many seek out other nearby attractions, and our
concierges and hotel staff will be critical to guiding guests to existing and new restaurants,
museums, and cultural events in the downtown area and other leisure attractions such as the
Basketball Hall of Fame and Six Flags. We will want our guests to have a memorable and
well-rounded experience in Springfield in hopes that they will return. We plan on connecting
many of the downtown attractions to our casino with a constantly-running trolley, operated
by our partner Peter Pan.

Other ULI recommendations are more directly addressed in our development plan. For
example, the redevelopment of Union Station was the only long-term project indicated in the
ULI report. The only reason the project was not a more immediate priority was the clear
indication that current market conditions did not justify the investment. The ULI indicated
that a more well-defined plan for the facility should include state and federal investment and
improved connections to the surrounding community. The City of Springfield has secured
funding for the $48.6 million first phase of the redevelopment, which includes the restoration
of the terminal building, the construction of a 28-bay bus terminal and parking deck at the
current location of the baggage building, and the restoration of the tunnel linking the rail
boarding platforms. An additional $30 million is required for the second phase, which
includes administrative offices, additional parking, and development of commercial space for
passenger amenities. This phase is currently unfunded.

The City of Springfield has asked Peter Pan Bus Lines, which currently operates the bus
terminal in Springfield, to move its operations to the renovated Union Station. Peter Pan Bus
Lines analysis shows that such a move is not financially feasible without the sale and re-use
18
of its existing property. The relocation of the bus operations will be critical to the success of
Union Station, as was experienced in a very similar redevelopment effort in Worcester.
Overall, our proposal will leverage and supplement the secured first phase funding while
creating a robust transportation hub for the community and reaching an important long-term
goal well ahead of the envisioned time-frame.

The Springfield Republican, an icon in the community, will also need to be relocated under
our proposal. The news organization has evolved dramatically over the last decade and
turned the industrys challenges into new opportunities and growth. The proposed move will
continue to foster this remarkable performance by first establishing a new printing facility
within the City of Springfield. The new printing facility will feature increased space for
additional printing presses, which is a growing part of The Republicans business, and will be
located outside of the downtown area at a location more suitable for industrial processes.

The reporting, publishing, and broadcasting elements of the organization will be relocated to
a central downtown Springfield location. The relocation will target existing and available
space in the downtown area, where finding new tenants to lease a relatively large amount of
vacant space is a noted objective citied by the ULI report. Management envisions a dynamic
information hub on street level that will inject energy into the area and welcome residents
and visitors as an integral part of the community. News broadcasting, interviews, and live
events will be core attractions that will supplement the open spaces and internet access and
collectively foster community involvement, sharing of ideas and perspectives, and the
dissemination of information.

(xii) a description of how the Project will be outward looking to engage pedestrians and
provide linkages to the Citys existing restaurants, bars, hotels, entertainment venues and/or
other attractions; and

Hollywood Casino & Hotel Springfield will not just be outward looking, but our current
plans have us physically connected to two of Springfields important landmarks. Our plans
include two sky bridges linking our casino building to both the Paramount Theatre and Union
Station. Persons using these facilities will be able to move between them without ever
having to go outside.

Additionally, Hollywood Casino & Hotel Springfield is working on plans to operate a trolley
service connecting the casino facility to other Springfield landmarks and destinations. In a
partnership with Peter Picknellys Peter Pan Bus Lines, Peter Pan envisions purchasing
several trolley car type vehicles and running these trolleys to Springfield destinations such as
the Basketball Hall of Fame, Quadrangle, Convention Center, Mass Mutual Center,
Symphony Hall, City Stage, The Republicans proposed new 21st Century Village Square
and other destinations within the City. We see this as a free or low cost service subsidized by
the casino and provided at cost by Peter Pan. The inside and outside of the vehicles would
feature advertising for various attractions throughout our City. We also envision running
these shuttles to other special or more seasonal events or locations such to the Six Flags New
England in the summer and the Big E in September.
19

(xiii) a description of how the Project will stimulate the development of general retail activity
in the area adjacent to the Project.

Under our proposal, the cumulative improvements to The Republican, Peter Pan, Paramount,
and Union Station parcels will dramatically improve the streetscape at the northwest end of
downtown Springfield along Main Street and Lyman Street while bringing a new and
energetic presence to an existing and centrally located space for The Republicans news,
broadcasting, and entertainment operations. Improving Main Street was a specific
recommendation in the ULI report, and the proposed improvements will anchor the
northwest end of the downtown core.

The Republicans evolution and expanded role within the community will bring a new,
energetic presence to downtown Springfield. Broadcasting and live events will attract people
to spend more time downtown. This will increase the flow of foot traffic in the immediate
area, as people will come from parking lots and public transit to the new hub. Businesses in
the area will attract customers as people both make their way to The Republicans new
location and particularly in the immediate vicinity during live events and other special
events.

The investment at The Paramount will bring increased visitation to its area, and adjacent
parcels may experience an increase in property values that will drive further investment in
those properties. The facility will drive visitation from the proposed casino resort southeast
towards the core of downtown Springfield as well as from other directions, extending the
core of downtown several blocks. It is also likely that performances will attract people after
work, such that increased pedestrian traffic from local office buildings and tourists staying in
local hotels will increase the livelihood and energy on the streets. Businesses in the area will
experience increased patronage, as both tourists and residents that make their way to and
from the theater will park, dine, and shop before and after performances.

More broadly, and within the context of the ULI report, the area between the Hotel, Civic
Arts, Arts, and Convention Center Cores and the proposed developments are specifically
expected to benefit. These areas are shown in the following map, with the ULI designated
cores noted in red. Additional hotel rooms and the new casino gaming amenity will help to
increase the citys notoriety and visitation by conventioneers and exhibitors as well as leisure
tourists visiting the property itself. Visitors will move between the new property, hotels, and
the existing convention facilities. Finally, the renovated Paramount Theater and the existing
arts facilities will likely generate cross-visitation by both professionals and patrons. In
summary, the master plan and its incorporation with specific downtown elements will lead to
further patronage in surrounding businesses as tourists and residents make their way to the
downtown area and between the existing and new attractions.
20

(b) Submit as Exhibit 1(b) a colored rendering of the Project illustrating the proposed location,
design and layout of each element, and its urban context including not less than 500 feet of
surrounding area.

The Concept and Design for the Project is graphically illustrated in Exhibit 1-b which contains
30 color renderings and drawings showing in great detail the location, design, and layout of
Hollywood Casino & Hotel Springfield and how it fits in to the larger Springfield urban context.

(c) Submit as Exhibits 1(c)(i) through 1(c)(x) schematic drawings illustrating (at a minimum) the
following items:

All project renderings and drawings are located in Exhibit 1-b (1-30) and are more fully
described below.

(i) total gross floor area and usable area for each element of the proposal;

See pages 13 through 18 of Exhibit 1-b for gross and net floor areas.

(ii) the floor plans for all floors (include space allocations and major functions, e.g., gaming
floor and back of house, circulation, accessibility and exiting);

See pages 13 through 18 of Exhibit 1-b for floor plans.

21

(iii) interior and exterior themes;

See pages 19 through 23 of Exhibit 1-b for exterior and interior detailing and themes.

(iv) detailing of interior and exterior finishes;

See pages 19 through 23 of Exhibit 1-b for interior detailing and finishes.

(v) typical building sections indicating interior and exterior site relationships;

See page 24 of Exhibit 1-b for building sections.

(vi) building elevations and perspectives (showing heights, relative scale and relationship to
adjacent existing or proposed buildings and areas);

See page 24 of Exhibit 1-b for building sections and pages 25 and 26 for the relationships to
existing and proposed buildings and areas from the East, West, North and South. See pages
8, 9, and 19 of Exhibit 1-b for exterior perspectives.

(vii) the approximate number, location and accessibility of parking spaces and structures for
employees, patrons and buses; front door area, including tour bus, taxi and valet drop-off
facilities; plans for service vehicle parking and proposed satellite parking facilities; and
other related infrastructure;

Immediately connected to the north of the casino low-rise structure is a six-level open
parking deck with approximately 1,058,000 gross square feet. The pre-cast concrete deck
contains up to 2,900 spaces and will accommodate all casino patrons, hotel guests,
meeting/conference guests and employees. All levels of the deck will be directly connected
to the casino through a single elevator tower and main lobby. Each parking deck level is flat
with an internal speed ramp providing safe access to each level. There is a dedicated area for
VIP parking on the second level that is accessed through a card activated control system.
Color coded building wayfinding provides direction to the casino entries. See page of
Exhibit 1-b page 18 for patron and employee parking.

The deck has "art-deco" inspired brick, stone and faux stucco architectural exterior features
along the west and south facades. Taxis and valet drop-offs occur at the main casino entry
porte-cochere. Five driving aisles are provided that can accommodate up to 26 vehicles
under cover from the weather. Located adjacent to the gaming floor are 325 valet parking
spaces conveniently accessed to the porte-cochere. Tour bus drop off occurs along the north
side of the parking deck. See page 13 of Exhibit 1-b for bus, taxi and patron drop-offs and
service/loading areas.
22

(viii) proposed landscape and landscape treatments including any off-site improvements
required to implement the proposal; and

Keeping within LEED and local zoning guidelines, regional drought-tolerant trees, hardy
shrubs and perennial plantings will be located along streets, walkways and other public
access ways to provide a variety of environmentally beneficial functions such as shading
pavement and infiltrating stormwater. Native plant species which provide food and habitat
for desirable wildlife (birds, etc.) will be incorporated into the design. Overall, the
redeveloped site will have less impervious surface than what is existing today, thereby
providing some relief from urban heat island effect and current stormwater runoff capacity
demands. See pages 5 and 10 of Exhibit 1-b for landscape plans.

Located within the downtown area of Springfield, the site is sustainable in that it is
redeveloping and improving reuse of urban land while providing multi-modal access with
close proximity to public transit lines (bus and rail) and open pedestrian sidewalks. The
overall aesthetic of the landscaping will provide a benefit to the area and also enhance the
pedestrian experience along this section of Main Street.

(ix) indicate adjacent properties and buildings, streets, automobile and pedestrian access
and site circulation, parking, building footprints, service areas/ treatments, vegetation, tour
bus drop-off facilities and other related infrastructure and access to and egress from all
major traffic arterials and downtown freeways identifying those off-site improvements
required to implement the proposal.

See pages 3, 4, 11 and 12 of Exhibit 1-b for adjacent buildings and building footprints.

See pages 6 and 7 of Exhibit 1-b for vehicular site access and site circulation.

See pages 10 through 13 of Exhibit 1-b for sidewalks for pedestrian circulation.

See page 18 of Exhibit 1-b for patron and employee parking.

See page13 of Exhibit 1-b for bus, taxi and patron drop-offs and service/loading areas.

See pages 5 and 10 of Exhibit 1-b for landscape plans.

(d) Submit as Exhibit 1(d), a detailed analysis of the suitability of the proposed development site
for the Project and the ways in which it supports urban revitalization, if applicable, including a
description of the property boundaries, dimensions and total acreage for the Project and the
proposed relationship of the Project to adjoining land uses and proposed land uses to ensure
compatibility with those adjoining land uses.

The perimeter of the proposed development site for the Hollywood Springfield casino forms a
rectangle of land approximately 1,000 feet by 500 feet, with a total area of approximately 13.4
23
acres. The site is bounded by East Columbus Avenue to the west, Emery Street to the north,
Main Street to the east, and the Amtrak railroad to the south. There are two connecting streets
within the site; the north/south running Boylston Street adjacent to East Columbus Avenue and
the east/west running Liberty Street (formerly Cypress Street) which approximately bisects the
site. As can be seen on pages 1 and 28 of Exhibit 1-b, the proposed development site consists of
five (5) parcels of land and portions of Liberty Street and Boylston Street proposed to be vacated
and incorporated into the site, plus two riverfront parcels totaling 19.0 acres anticipated for green
space beautification. The total area of the five parcels of land is approximately 12.1 acres. See
page 28 of Exhibit 1-b for property boundary dimensions and total acreage. The five parcels
include:

Land Parcel
Municipal
Parcel ID
Area
(acres)
Current Owner
(Date Acquired)
11 Liberty Street 07770-0660 1.96
Park View South LLC
(06/26/1998)
1780 Main Street 08130-0172 2.96
Park View North LLC
(06/26/1998)
1860 Main Street 08130-0177 5.93
The Republican Company
(04/08/1968)
55 Emery Street 04660-0025 0.65
6 Liberty Street LLC
(02/05/2008)
6 Liberty Street 07770-0001 0.55
6 Liberty Street LLC
(02/05/2008)

Total Area:
12.05
acres

Total Site area is 13.4 acres, which includes the portions of Boylston Street and Liberty
Street ROWs proposed to be vacated.

Current land uses immediately surrounding the site include the Union Station project, the U.S.
Post Office, and a mixed-use commercial strip mall, all across Main Street to the east of the site;
a credit union/office building and a medical office building across Emery Street to the north;
street, highway, and rail transportation corridors across East Columbus Street to the west; and the
Amtrak rail corridor directly abutting the site to the south. See page 2 of Exhibit 1-b for
adjacent land uses.

The proposed Hollywood Casino & Hotel Springfield is particularly well suited for the
redevelopment of the site and adjacent parcels. First, the intended use is compatible with
surrounding uses and zoning districts. All abutting properties and most properties in the vicinity
of the site are zoned Business B, Business C, or Industrial A. In these areas, indoor places of
amusement or recreation operated for profit is an allowed use (by special permit). The nearest
residentially-zoned land is located adjacent to St. George Road, over 1,500 feet to the north of
the proposed development site, The I-291 corridor and viaduct structures stand between the site
24
and these residentially-zoned areas, creating a visual and access barrier as well as a noise
separation from the residential land.

Second, the proposed development site is well situated relative to existing vehicular
thoroughfares. As described elsewhere in this submittal, the site is served by several regional
approach routes including I-91, I-291 and I-90 that allow traffic to be distributed somewhat
evenly around this area (Main Street, East and West Columbus Avenues, Dwight Street,
Chestnut Street, Boylston Street, Congress Street and Liberty Street), minimizing traffic
concentration on a single roadway. Each of the regional approaches via the interstate system will
use different ramp systems. This will greatly simplify any off-site improvements, if necessary,
and will mean less congestion for patrons of the facility and neighborhood because the ramp
systems will not become choke points. The entrances into and exits from the site will be from
Main Street and Emery Street. Service areas will be accessible to and from East Columbus
Avenue.

Finally, the proposed development site will support urban revitalization in several tangible ways.
Our plans include restoration assistance and reuse of the historic Paramount Theater, which is
owned by the New England Farm Workers Council. The restored venue will play an integral
role by serving as a gateway from the Hollywood Casino & Hotel Springfield to the
entertainment district and downtown, helping to spur further revitalization. The existing
warehouses at 55 Emery Street and 6 Liberty Street are currently vacant and will be razed so that
these properties can be returned to productive use. Relocation of the administrative and
reporting functions of The Republican newspaper will represent a significant influx of spending
and workers into the central business district and downtown area, and relocation of the printing
facilities to a new location within Springfield will help create new construction jobs and an
expansion of the tax base. Developing this project will help accelerate the Union Station
revitalization as well, with the relocation of the Peter Pan Transportation Center, furthering the
Citys mission to establish a new multi-modal transportation hub for the entire central New
England region in a convenient, safe, state-of-the-art facility in the heart of Springfields urban
districts. By providing multi-modal mass transit opportunities in a location close to our proposed
development, the Union Station project will be instrumental in supporting our goals to
implement cutting edge energy efficiency technologies and green operations practices,
resulting in lower greenhouse gas emissions as compared to other development sites. We
anticipate the relationship will be mutually beneficial, and the Hollywood Casino & Hotel
Springfield can help the Union Station project be a real catalyst for other surrounding
developments and further urban revitalization.

(e) Submit as Exhibit 1(e) detailed approximate total Project costs, showing hard costs (e.g.,
land acquisition, construction, site improvements, including infrastructure in direct relation to
both construction and operations of the Project, furnishing and equipping), construction soft
costs (e.g., architectural, consulting fees, insurance, contingency reserve), financial and other
expenses (interest reserve, legal, financing fees) and pre-opening expenses (e.g., training, pre-
opening marketing and initial working capital), and timing of such expenditures, together with a
construction cash flow analysis.

25
SGR engaged Turner Construction Company to develop a detailed construction cost estimate and
schedule for the Concept and Design for the Project as presented in Exhibit 1-b, as designed by
the Urban Design Group and GZA Environmental, Inc. As mentioned in Section 3(e), Turner
Construction just completed the Massachusetts Green High Performance Computing Center in
Holyoke in 2012 and constructed the Hollywood Casino at the Kansas Speedway in Kansas City,
Kansas in 2012. Turner completed both of these projects favorable to their guaranteed maximum
price (GMP) contract amounts and, in the case of the Hollywood Casino project in Kansas,
finished the fast-track project 45 days favorable to the GMP schedule in approximately eighteen
months. We selected Turner Construction for pre-construction services due to their first-hand
knowledge of the Western Massachusetts labor market, its construction environment and
conditions and their experience in building a Penn Nationals Hollywood Casino project of a
very similar size and scope and a high rise Hilton Hotel in downtown Columbus, Ohio that just
opened in fall 2012. Consistent with the contents of Exhibit 1-e, we believe that no other
applicant has conducted the site related due diligence and Western Massachusetts detailed in
market construction cost studies that SGR has undertaken in conjunction with Turner and GZA.

A summary of the $807 Million total project cost and its cash flow analysis and schedule of
expenditures is provided in Exhibit 1-e which includes:
Cost Estimate Summary
Cost Accrual and Cash Flow

(f) Submit as Exhibit 1(f) a description of any zoning requirements applicable to the Project and
the proposers commitment to adhere to applicable zoning requirements, including regulations
for casinos and casino entertainment complexes adopted by the City.

Existing Zoning
The City of Springfield has established a comprehensive zoning program comprised of numerous
districts within the city. These zoning districts generally follow along parcel lines. In some
cases, a current parcel of land may exhibit two or more zones (split zoning), based on prior,
historic parcel divisions. Current zoning of the Site parcels is shown below:
Land Parcel
Municipal
Parcel ID
Area
(acres)
Current Zoning

11 Liberty Street 07770-0660 1.96 Industrial A
1780 Main Street 08130-0172 2.96
Business B
Industrial A
(split zoning)
1860 Main Street 08130-0177 5.93 Industrial A
55 Emery Street 04660-0025 0.65 Business B
6 Liberty Street 07770-0001 0.55 Business B
Total Area: 12.05

As can be seen, the applicable zoning districts include Business B and Industrial A. Notably, no
residential districts abut any of the parcels proposed for development.
26

From City of Springfield GIS Mapping

Zoning of the Assembled Site Parcel
It is anticipated that at the time of application for zoning approvals, the five parcels and the
vacated portions of Liberty Street and Boylston Street will be combined to create a single
proposed development site parcel consisting of approximately 13.4 acres. The address of the site
parcel will be Main Street (street number will be assigned by the Department of Public Works).
Thus, the proposed development sites front yard will be along Main Street. The Sites side
yards will be along Emery Street and the railroad right-of-way, and the Sites rear yard will
be along East Columbus Avenue. Unless the Site is entirely re-zoned, the allowable use and
dimensional requirements of the prior parcels will continue to apply to those portions of the
assembled Site parcel.

Allowable Uses Within the Current Zoning Districts
The City has indicated that the Hollywood Casino & Hotel Springfield will fall under the zoning
use of indoor place of amusement or recreation operated for profit as defined in the Zoning
Ordinance. Per Sections 1101-11.a., Section 1001-10.c., and Section 1401-1 an indoor place of
amusement is an allowed use within the Business B and Industrial A zones when authorized as
a special permit by the City Council. Thus, the entirety of our proposed development site is
already zoned for the intended use and not believed to be adversely impacted by any historical
designations as discussed more thoroughly in Item 2-g-xi.

Area, Height, and Yard Regulations Within the Current Zoning Districts
It is anticipated that the proposed development would not be able to comply with one or more of
the area, height, or yard regulations for the current zoning of the parcels.

Off-Street Parking and Loading
27
The proposed Hollywood Springfield casino will include a number of different uses within.
Determining parking requirements in accordance with local zoning specifications is most often
confusing and counter-productive. Penn National utilizes proprietary in-house algorithms to
determine adequate parking facilities for its staff and visitors, based on the successful
construction and efficient operation of numerous urban casino facilities across the United States.

Signage
The Citys signage regulations (Article 18 of the Zoning Ordinance) did not anticipate a casino
in Springfield, and the allowable number and sizes of signs is severely limited in all districts
within the City. It is anticipated that a variance will be required to allow for the signage
commensurate with the presence of a casino within the City of Springfield.

Alternative Zoning District Business C
SGR believes that the proposed Hollywood Casino & Hotel Springfield can be constructed and
operated at the proposed development site without the need for variances related to use or
dimensional requirements. One alternative for such compliance with current zoning would be to
re-zone the Site to a more favorable existing district. The Business C district appears suitable
and compatible with surrounding uses.

Business C Districts are intended to accommodate high intensity business uses appropriate for
downtown locations and to set design standards commensurate with this special area of the City.
Many of the properties nearby the Site are currently zoned Business C. Additionally, there are no
specific off-street parking requirements in the Business C zone. We note that a re-zoning to
Business C would not provide suitable relief from the signage regulations.

Re-Zoning Process
The process of rezoning a parcel of land begins with a preliminary and then final application to
the Planning Board. The Board will schedule a public hearing, notify abutters and other City
agencies and departments, and review the application at the public hearing. The Planning Board
will then make a recommendation to the City Council, which is the final approving authority.
The City Council will review the application for zone change at a public hearing. Approval of
the zone change requires a 2/3 vote of the Council members. The entire process usually requires
2-3 months.

Possible Development of a New Casino District
SGR is committed to working with the City to ensure compliance with the Springfield Zoning
Ordinance.

Special Permit
As described above, with the rezoning of our proposed development site from Business B and
Industrial A districts to Business C district, the Hollywood Casino & Hotel Springfield can
comply with the City of Springfields zoning ordinance, with the exception of signage, for which
we would seek a variance. The zoning ordinance at Section 2005.7., lists the three criteria for
approval of a special permit, as follows:
a. The specific site is an appropriate location for such a use, structure, or
condition.
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b. The use as developed will not adversely affect the neighborhood.

c. Adequate and appropriate facilities will be provided for the proper operation of
the proposed use.

As we have demonstrated throughout our response to the Citys Phase II RFQ/P, SGRs
proposed Hollywood Casino & Hotel Springfield meets and exceeds all of these criteria.

(g) Submit as Exhibits 1(g)(i) through 1(g)(xi) the following:

(i) a description of the major transportation and circulation routes serving the Project, and a
description and analysis of the adequacy of the existing regional roads and proposed
mitigation measures to serve the Project, including the anticipated number of trips to and
from the Project each day by employees, visitors and buses;

The proposed development site for the Hollywood Casino & Hotel Springfield is uniquely
located in the City of Springfield relative to the major transportation routes that would serve
the facility. Springfield is connected to major urban centers in New England by two major
highways, Interstate 90 (the Massachusetts Turnpike), which travels east-west, and Interstate
91, which travels north-south. These routes offer easy access to all markets in the eastern
United States and Canada. Traffic on the Mass Turnpike wishing to access the Hollywood
Casino & Hotel Springfield has two interstate highways available for approach. Turnpike
vehicles travelling eastbound (e.g., from Albany, NY) would connect to our site via I-91
north of the Citys central business district, and westbound Turnpike traffic (e.g., from
Worcester and Boston) would connect to our site using I-291, east of the Citys central
business district. Patrons approaching the site via I-91 from the south (e.g. Hartford) will
primarily use the exit ramp to Dwight Street (thus avoiding the congested I-91/Columbus
Avenue interchange) then use Congress Street, Main Street and Emery Street to approach the
site.

Positioned at the intersection of I-91 and I-291, our site offers easy access to high-speed
regional roadway systems in all directions with a minimum of impact to the Citys busiest
interstate access points. Our proposed development site keeps vehicles away from some of
the more congested areas of the Springfield metro area, such as the Memorial Bridge, the
South End rotary in Agawam, and the central portions of the I-91 viaduct. Although more
than $13 million was recently spent on the ramp reversal project on I-91 near the Basketball
Hall of Fame to eliminate dangerous lane weave maneuvers, these ramps remain some of the
busiest intersections in the City. Our proposed development site will allow each of the three
interstate approaches to utilize different ramp systems to access the Hollywood Casino &
Hotel Springfield and will keep traffic away from the ramps serving the central business
district.

As can be seen in the Traffic Evaluation report attached as Exhibit 1-g, the analysis of
potential traffic impacts associated with the Hollywood Casino & Hotel Springfield has
prudently considered our regional market analysis. Rather than a random scattering based on
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hunches, the anticipated vehicular trip distributions to and from our resort have been
carefully calibrated to reflect the anticipated operating conditions of our facility.

The proposed development of the Hollywood Casino & Hotel Springfield will undoubtedly
bring additional vehicular traffic to the City of Springfield. In fact, that is an express goal of
the Citys quest to site a casino within the city limits. With this increased traffic will come
potential impacts to the transportation network yet, at our proposed site, these impacts can be
mitigated by easily implemented, prudent improvements to the streets and roads surrounding
the site. As described thoroughly in the Traffic Evaluation Report, our proposal will mitigate
projected traffic impacts by a series of easily-accomplished, moderate transportation
improvements requiring no new rights of way and no modifications to the Interstate highway
system. With the modifications in place, motorists will be able to easily and safely traverse
all of the intersections affected by our development, with no objectionable restrictions. In
sum, in a City already mindful of its traffic challenges, our project is uniquely situated to
assure the least adverse traffic implications.

(ii) a description of the on-site and off-site major circulation patterns serving the Project,
including taxis, valet parking and charter bus operations;

As described within the Traffic Evaluation report (Exhibit 1-g), the local roadways within
the City of Springfield that guests will use when traveling between the site and the interstate
highways are Dwight Street, Chestnut Street, Bond Street, Main Street, Emery Street and
Columbus Avenue.

Valet parking drop off / pick up will be located in the porte-cochere along Main Street at the
front of the casino. Access to the porte-cochere will be from the garage entrance along Main
Street opposite Congress Street. Vehicles exiting the porte-cochere area will be able to turn
right on to Main Street southbound or continue to the west and exit the site to Columbus
Avenue. It is anticipated that all taxi service will use the porte-cochere to drop off and pick
up passengers.

It is assumed that all buses including local, regional, and charter bus service will stop at
Union Station. Patrons will then be able to walk via surface sidewalks or the proposed
pedestrian sky bridge over Main Street between Union Station and the Hollywood Casino &
Hotel Springfield.

In addition, the proposed casino site is located right next to the Union Station which is the
Pioneer Valley Transit Authoritys (PVTA) central transfer point. Virtually all Springfield
bus routes operated by the PVTA come directly to our site. Lack of transportation is a
major barrier to the ability of many poor, minority and disadvantaged persons to get and hold
a job. The unparalleled access to our site through PVTA greatly enhances the ability of
disadvantaged persons, without access to a reliable car, to seek and hold employment with
Hollywood Casino and Hotel Springfield.

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(iii) an analysis of the transportation demand of the Project and a description of the
proposers proposed measures for transportation demand management and transportation
supply management, including the use of ride sharing, mass transit, and other transportation
conservation measures for patrons and employees;

Development of the Hollywood Casino & Hotel Springfield will help accelerate the Union
Station revitalization, with the relocation of the Peter Pan Transportation Center, furthering
the Citys mission to establish a new multi-modal transportation hub for the entire central
New England region in a convenient, safe, state-of-the-art facility in the heart of
Springfields urban districts. By providing multi-modal mass transit opportunities in a
location distinctively near our proposed development, the Union Station project will be
instrumental in supporting our goals to implement cutting edge energy efficiency
technologies and green operations practices, resulting in lower greenhouse gas emissions
as compared to other development sites. We anticipate the relationship will be mutually
beneficial, and the Hollywood Casino & Hotel Springfield can help the Union Station project
be a catalyst for other surrounding developments and further urban revitalization.

The Hollywood Casino & Hotel Springfield will actively implement measures to reduce the
overall use of individual motor vehicles by visitors to the City. With Peter Pan being a full
partner in our development, their experience in bundling regional and charter bus services
brings a unique perspective to our marketing, with a focus on transportation to and from the
City via mass transit opportunities. For example, Hollywood Casino & Hotel Springfield
envisions packaging one-day and multi-day independent charter tours, bringing people
directly to Springfield and the Hollywood casino for day trips and "play and stay" or "play,
stay and shop'' packages. Overnight packages would not be limited to the Hollywood hotel
but would offer stays at other Springfield hotels at various price points to attract a wide
variety of customers. We will also work with the Pioneer Valley Transit Authority,
AMTRAK and the other stakeholders in the Union Station redevelopment to maximize the
transportation synergy that will naturally exist, with the Hollywood Casino & Hotel
Springfield and Union Station being immediately adjacent to one another. This exclusive
opportunity is discussed in other sections of our proposal.

As an additional consideration, our traffic evaluation is conservative in that it does not
explicitly account for the reductions in traffic volume that can be anticipated due to our sites
close proximity to Union Station. Our sites exceptional location will provide overall
reductions in individual motor vehicles by visitors to the Hollywood Casino & Hotel
Springfield as compared to any other site in the city.

(iv) the proposers plans for traffic control measures such as pedestrian grade street
crossing systems, traffic control devices, off-site signage, bus and other large vehicle turnout
facilities, drainage mitigation and street lighting systems, including the proposers proposed
financial contribution thereto;

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For detailed responses related to traffic concerns, please refer to the Traffic Evaluation
Report prepared by Stephen R. Ulman, Sr. Project Engineer of Alfred Benesch & Company
in Exhibit 1-g. In sum, there can be little or no dispute that our project creates the fewest
adverse traffic implications. This is crucial in a City that already faces substantial traffic
challenges.

In coordination with Springfields Department of Public Works, the proposed Hollywood
Casino & Hotel Springfield will provide pedestrian grade street crossing systems in full
compliance with the MUTCD and the Massachusetts Architectural Access Board. These
crossings will be fully integrated with the on-street coordinated master signal system, as
described in the Traffic Evaluation report (Exhibit 1-g).

Off-site directional signage, including the necessary modifications to the Interstate signing
system, will be fully coordinated and approved by the Department of Public Works and the
Massachusetts Department of Transportation and will be fully installed and functional prior
to the opening of the Hollywood Casino & Hotel Springfield.

As described above, all buses will utilize the new Union Station facility. The service and
delivery functions at the Hollywood Casino & Hotel Springfield will use Columbus Avenue
for easy, convenient access to our facility, away from the major patron access points.

Stormwater at the site will be managed in accordance with methodologies and to an extent
approved by the Springfield Department of Public Works. As practically all of the 13.4 acres
is currently impervious with no stormwater quality best management practices (BMPs)
installed, there are opportunities for improvement in stormwater quantity and quality. The
proposed development will incorporate low impact development (LID) techniques to the
extent practical, to reduce the amount of stormwater runoff to less than existing conditions
and to provide water quality benefits to downstream areas. Care will be taken to ensure that
stormwater and sanitary sewer leave the site in separated conduits. Additionally, to the
extent that the streets and roads along the proposed development sites street lines will be
reconstructed as a part of the development, the project will provide for full separation of
existing stormwater and sanitary sewer pipes within the municipal systems. Where necessary
in these areas, new storm drains or new sanitary sewers will be installed.

Street lighting along all of the streets surrounding the perimeter of the proposed development
site will be updated to modern standards as needed using ornamental poles and fixtures in
keeping with other streetscapes in the City and compatible with the recent reconstruction of
Main Street in the North End neighborhood. We will work with Western Massachusetts
Electric Company, the Department of Public Works, and the Springfield Planning and
Economic Development office to develop streetscape designs that both maintain the local
character and accent the Hollywood Casino & Hotel Springfield casino in a tasteful fashion
using LED or other acceptable luminary technologies and materials.

(v) an analysis of the existing regional water facilities to serve the Project, including the
effect of any officially adopted plans and/or schedules for publicly provided improvements,
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and the impact the Project will have on such facilities including the number of acre-feet of
water to be put to use, the location, type and size of water facilities and distribution system;

SGR representatives have met with the Springfield Water and Sewer Commission (SWSC) to
discuss domestic and fire protection water needs. Preliminary estimates of peak water
demand are in the range of 150,000 to 200,000 gallons per day (approximately 0.6 acre-feet);
with average demand about half that amount. SWSC has assured us that water of that
volume and at more than adequate pressure is available in the vicinity of the proposed
development site. There are existing water mains in all of the streets fronting the site.

SWSC has expressed concerns regarding the age and reliability of much of its water
infrastructure in the North End neighborhood. Springfield Gaming and Redevelopment, LLC
(SGR) shares those concerns, and we intend to provide for new water infrastructure, of the
same or better capacity, within the streets and roads that are reconstructed as a part of the
proposed development of the Hollywood Springfield casino. In addition to new mains,
where necessary in these areas, new fire hydrants with appropriate new valving will be
installed. We will work closely with SWSC to accomplish our mutual goals with regard to
water supply and reliable infrastructure.

Concerning the water distribution mains within the sections of Boylston Street and Liberty
Street proposed to be vacated, we will work with SWSC to evaluate the impacts this action
may have on the distribution network in the area and will mitigate for resultant impacts to the
system. In addition, water infrastructure construction work will be phased or sequenced so as
to maintain uninterrupted water service and fire protection to all abutting businesses.

(vi) an analysis of the existing regional sewer facilities to serve the Project, including the
effect of any officially adopted plans and/or schedule for publicly provided improvements,
and the impact the Project will have on such facilities including the daily average and peak
flows to be generated in millions of gallons per day and the location, type and size of sewer
facilities and distribution lines;

SGR representatives have met with the Springfield Water and Sewer Commission (SWSC) to
discuss sewer facilities at the proposed development and surrounding area. In older sewer
systems such as Springfields, combined sewers were commonly constructed to collect and
transport sanitary sewage and stormwater together in one pipe. During heavy rain events, the
combined sewer fills beyond capacity with stormwater runoff and diluted sanitary sewage.
To prevent this excessive flow from backing up into basements and spilling onto roadways,
discharge relief points were installed so the excess flow would empty into water bodies. Each
discharge relief point is known as a combined sewer overflow, or CSO. These CSOs are a
major water pollution concern for Springfield and hundreds of other cities in the U.S. that
have combined sewer systems. The SWSC is consistently working to separate combined
sewers and to eliminate CSOs.

The maximum sewage generation rate of 150,000 200,000 gallons per day (0.2 MGD) from
the proposed Hollywood Casino & Hotel Springfield is not anticipated to have significant
33
impacts on the sewer infrastructure in Springfield, including the Springfield Regional

Wastewater Treatment Plant at Bondis Island. However, we are convinced that our
development can have tremendous positive impacts on the combined sewers in the vicinity of
the site.

Firstly, discharges of stormwater and sanitary sewer from our development will be separated
and will exit our site at different locations. Additionally, the planned development will
remove the current 13+ acres of impervious surface which now discharges stormwater runoff
to combined sewer systems. Our proposed stormwater management system will reduce the
amount of runoff that leaves the site and will discharge to separate stormwater drains.

Secondly, we aware that there is significant combined sewer infrastructure in the vicinity of
our site, and we are committed to assist with the SWSCs mission to provide long-term
solutions to the CSO issue. To the extent that the streets and roads along the proposed
development sites street lines will be reconstructed as a part of the development, this project
will provide for full separation of existing stormwater and sanitary sewer pipes within the
affected municipal and SWSC systems. Our design engineers will work closely with SWSC
to ensure that the separation work is done in a fashion that provides immediate benefit and
future compatibility with long term goals.

(vii) the proposers plans for accommodating special events and grand opening traffic and
parking impacts upon the City;

We will coordinate with designated City officials and the Springfield Police Department to
proactively collaborate and plan for anticipated crowds and the associated impact on parking
and traffic in the area, in advance of the grand opening and/or any subsequent special events
of similar magnitude and scale. For these particular one-off events, we will hire additional
Springfield police resources to ensure we have adequate coverage and a seamless and safe
flow of casino patrons and residents in the area. We have significant and relevant experience
with this type of city planning and partnering, having recently opened and executed the grand
opening events at three new Hollywood Casinos in 2012 (Kansas City, KS; Toledo, OH;
Columbus, OH). All of them were successfully coordinated with the local police
departments. References from these jurisdictions are available upon request.

(viii) a description of proposers snow removal plan;

We have experience dealing with the removal of significant amounts of snow at our
Hollywood facilities in Bangor, Maine, Grantville, PA, Charles Town, WV, Perryville, MD,
Joliet & Aurora, IL as well as other locations. In Springfield, we will be responsible for the
removal of snow and laying of salt throughout our valet/porte cochere area, the ingress/egress
and ramps of the parking garage. For the garage, we will likely use a specific blend of non
calcium based salt for the 2
nd
level and above, which will not leech into the concrete and
attach to the rebar causing premature corrosion and loss of structural integrity), as well as the
sidewalks along the perimeter of our 13 acre casino/hotel site. Lastly, we will also look into
34
whether a snow melter may make sense in Springfield given the fact that our site is self-
contained. We would be happy to walk the City and Public Works department through the
details of our plans and answer any additional questions.

(ix) an analysis of the adequacy of the existing police, fire protection and emergency medical
services currently available to the Project and the impact the Project will have on such
services (see Section 2.A.8(a), below);

SGR and Penn National are committed to effectively partnering with the local police, fire
protection, and emergency medical services in the City of Springfield, and we believe our
project will have minimal impact on such services. The Springfield Police Department
practices successful strategies that are community-based, problem-oriented, and data driven.
Hollywood Casino & Hotel Springfield anticipates hiring additional officers at its own
expense during special events at the casino and expects to provide a police presence inside
the casino as necessary using hired state or local officers along with our own security forces.
We anticipate that the Springfield Police Department will need no new positions as a result
of our casinos presence in the City of Springfields North End.

SGR has met with the Springfield Police Department regarding potentially incorporating a
new police substation into our development plans should the department determine the need
exists.

The Springfield Fire Departments Station 10, at 2729 Main Street, is located less than one
mile from our site. The Raymond M. Sullivan Safety Complex (Station 9), at 1212 Carew
Street, is a little over two miles from our site and less than ten minutes away. We will work
closely with the fire department to establish fire safety procedures at our facility. Our hotel
will be one of the taller buildings in the City; however, it and all of our facilities will be
constructed in accordance with current building and fire codes. If desired, the storage of fire
safety equipment on higher floors of our hotel can be incorporated in the designs. As is seen
with other urban casino locations throughout the United States, we anticipate our casino and
hotel will have minimal influence on the local fire department resources.

The impact of the Hollywood Casino & Hotel Springfield on medical response is anticipated
to be negligible. We will provide our own EMS professional staff to respond internally to
medical emergencies among our patrons

(x) the proposers plans for procuring, purchasing or generating energy for the operation of
the Project; and

SGR representatives have discussed power needs with the local electric service provider,
Western Massachusetts Electric Company (WMECo). WMECo has indicated that there is
adequate power in the vicinity of our proposed development site, and the power needs will be
provided through their Clinton Substation, located approximately 300 feet from the westerly
corner of our site. We also discussed with WMECo the need to abandon or relocate some of
35
their infrastructure associated with the portions of Liberty and Boylston Streets that are to be
vacated. In the opinion of WMECo, there is no reason that electrical supply or infrastructure
in the vicinity of our North End site should be a factor in the schedule for our projects
development.

While WMECo will provide the electric service to Hollywood casino & Hotel, our intention
is to select our electricity provider from active competitive suppliers and brokers. To help
reduce greenhouse gas emissions associated with the generation of electricity, SGR will
place a premium on suppliers of electricity made from renewable energy sources.

We will, to the extent possible, procure or generate on-site 10% of our annual electricity
consumption from renewable sources per Section 11F of Chapter 25A of the Department of
Energy Resources. Concepts that are currently being considered include fuel cells and
photovoltaic panels as well as other financially feasible options.

(xi) an analysis of all federal, state and local environmental laws, rules and regulations,
which, if applicable to the Project or Project site, could materially affect the Project or the
construction schedule for the Project, which analysis must include a description of any
environmental due diligence conducted by proposer and the results of such due diligence,
any remediation which proposer reasonably believes will be necessary on or related to the
Project site in order to comply with all such laws, rules and regulations, and any matters
related to such laws, rules and regulations which proposer reasonably believes could delay
construction of the Project beyond the dates set forth in the construction schedule proposer is
furnishing under Section 2.A. or which require further investigation by proposer. Such
analysis must specifically address whether the proposed project will: (i) require review by
the Massachusetts Historical Commission (MHC); (ii) meet the thresholds for review
under the Massachusetts Environmental Policy Act (MEPA); or (iii) require a mandatory
Environmental Impact Report (an EIR). If such analysis concludes that MHC and/or
MEPA review is required for the proposed project or that an EIR is reasonably likely to be
required, proposer must indicate the likely effect such requirements may have on the
construction time line and/or feasibility for the project.

The environmental regulations and permitting requirements that affect the project and
schedule for the proposed Hollywood Casino & Hotel Springfield follow.

Local Permits and Approvals
None of the local permits and approvals described below are anticipated to materially affect
the Project or the construction schedule for the Project. SGRs project schedule has
accommodated adequate time to complete review and obtain these required permits and
approvals.

Zoning
Zoning issues have been identified and compliance with the Springfield Zoning Ordinance is
discussed in Section 2-A-1-f.

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Site Plan Review

As dimensional needs of the proposed project will require re-zoning, the Springfield
Planning Department will need to conduct a site plan review in order to make their
recommendation to the City Council. Ultimately, the proposed development will also need
to receive a Special Permit from the City Council. Site plan review will also be conducted by
the Springfield Department of Public Works, with the review being conducted by the City
Engineer. We have already had several discussions with Chris Cignoli, P.E. (City Engineer)
and Al Chwalek, P.E. (Director, Department of Public Works) and incorporated their input
into this submittal.

The project will require the discontinuance of portions of Liberty Street and Boylston Street.
Application for these actions will be made in the form of a letter to Mr. Chris Cignoli, City
Engineer. Upon review, Mr. Cignoli will forward the application to the Board of Public
Works, who will hold a public hearing and then make a recommendation to the City Council
for final approval. In addition, permits will need to be obtained (by the site work contractor)
from the Department of Public Works for all street work and new curb cuts.

Water and Sewer
Approvals and licenses for water main extensions and sewer connections will need to be
obtained from the Springfield Water and Sewer Commission (SWSC). Additionally, because
laundry cleaning will be performed at the new facility, an industrial wastewater permit will
need to be obtained from the SWSC.

Springfield Historical Commission
See discussion below under Massachusetts Historical Commission.

Building Permits
There will be a requirement to obtain various standard building permits from the Citys
Building Department for the proposed development.

State Permits and Approvals:
None of the state permits and approvals are anticipated to materially affect the Project or the
construction schedule for the Project. SGRs project schedule has accommodated adequate
time to complete review and obtain these required permits and approvals.

Massachusetts Historical Commission
Any project that requires funding, licenses, or permits from any state agency must be
reviewed by the Massachusetts Historical Commission (MHC) in compliance with
Massachusetts General Laws. SGR has officially notified the MHC of our project and we are
awaiting their response. SGR will work closely with MHC and also the Springfield
Historical Commission to comply with their requirements as we move forward with our
proposal. We will ensure that our project is planned responsibly, so that our development
can be constructed without causing harm to historic properties or important archaeological
sites.

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Prior to the submittal of this proposal, the MHCs Massachusetts Cultural Resource
Information System (MACRIS) database was consulted regarding the potential for historic
properties at or in the vicinity of the site. None were discovered in this review.

The MACRIS database does not include archaeological site information. Given the highly
developed history of the land parcels that make up the site and the resulting land disturbance
associated with past uses, it is unlikely that archaeological resources exist on site.

A Project Notification Form (PNF) has been filed with the Massachusetts Historical
Commission. As of this submittal, their response is pending.

Massachusetts Environmental Policy Act
The Massachusetts Environmental Policy Act (MEPA) requires that state agencies study the
environmental consequences of their actions, including issuance of a gaming license. SGR is
pro-actively moving forward with the MEPA review process, and we intend to file our
Environmental Notification Form and supporting documents with the MEPA office in early
2013.

The Massachusetts Gaming Commission (MGC) has recently turned their attention to the
MEPA requirements. On November 6, 2012, the MEPA Director, Maeve Vallely-Bartlett,
was a guest at the MGCs open meeting to give an overview of what MEPA is and the
MEPA process. MEPA was not specifically addressed in the Massachusetts gaming
legislation, and its impact on the issuance of a gaming license is just now being considered.
Ms. Vallely-Bartlett repeatedly told the MGC during her discussion with them that a gaming
license could not be issued to a developer prior to the project having completed the MEPA
review process. The process is not complete until the Secretary of the Executive Office of
Energy and Environmental Affairs issues a final Certificate that adequate review has taken
place and the MEPA requirements have been satisfied. SGR believes that this process should
be initiated as soon as practical in the best interest of both the City and the developer. While
the process can be time consuming, it can also be used to engage the regulatory community
and public in a constructive vetting process for the SGR proposal, identifying effects of the
project, appropriate mitigation as needed, and refining the regulatory pathway, trajectory and
timeline for the facility.

The proposed development is anticipated to require one or more State permits (Highway
Access Permit(s), Sewer Connection Permit) and it will require a State-issued gaming
license. These State permits combined with the likelihood of exceeding the following
thresholds would categorically require the preparation of both an Environmental Notification
Form (ENF) and Environmental Impact Report (EIR) under MEPA:
Generation of 3,000 or more new average daily traffic (ADT); and/or
Construction of 1,000 or more new parking spaces.

The anticipated requirement for an EIR review under MEPA is consistent with the statement
of MEPA Director Maeve Vallely-Bartlett during her meeting with the MGC, where she
indicated that any of the proposed casino projects would likely require full MEPA review.

38
The MEPA review process is initiated with the filing of an ENF, which presents plans and
responds to a series of standard questions designed to identify environmental concerns. This
initial filing is also a public process which invites review and comment. MEPA reviews the
submission and all comments, which is followed by the issuance of a Certificate of the
Secretary, which establishes the areas of particular focus that will be developed in the EIR.
While there are some variants on this ENF-EIR process that can sometimes serve to shorten
the process, the use of these variants is at the discretion of MEPA and can be challenged by
the commenting public and agencies. In this particular high visibility project, we believe it is
best to follow the typical MEPA procedures.

Currently, MEPA has received only one filing for a casino in Massachusetts subsequent to
the passing of the gaming legislation. An ENF was filed in July 2012 by the Mashpee
Wampanoag Tribe for a casino in Taunton, MA. The Secretarys Certificate on this ENF,
containing the required scope of study for the Draft Environmental Impact Report was issued
on August 24, 2012.

We anticipate that MEPA review of the proposed Hollywood Casino & Hotel Springfield
project will focus primarily on traffic impacts, mitigation strategies and our sites provisions
for public transportation. With our proposed connection to Union Station, Hollywood Casino
& Hotel Springfield will be most easily accessible by mass transit. We will also evaluate
water, sewer, and stormwater generation and will present strategies to help alleviate the
current burden on these vital municipal resources. We believe there are opportunities where
our work in the North End can provide net benefits to the Citys water, sewer, and
stormwater infrastructure and help address the combined sewer issues in this part of the City.

SGR will also review construction period impacts during the MEPA review process. We will
outline feasible measures to eliminate or minimize impacts due to noise, vibration, dust, and
traffic flow disruptions, through the development of a Construction Management Plan that
will identify truck traffic routes, staging areas, and access to existing businesses for each
phase of construction.

Our MEPA review will include an analysis of greenhouse gas emissions and mitigation
measures in accordance with MEPAs protocols and policy. Hollywood Casino & Hotel
Springfield represents a tremendous opportunity to SGR to implement cutting edge energy
efficiency technologies, renewable energy sources, and green operations practices.

Lastly, our MEPA review will address other issues identified in the Secretarys scope of
review. We anticipate that a formal Section 61 Finding agreement will be executed by SGR
and Massachusetts Department of Transportation at the conclusion of the MEPA process.

MEPA itself has strict guidelines and is very diligent about meeting its own timelines. Thus,
SGR has significant influence on the total MEPA process in that it controls its own schedule
for preparing information being submitted to MEPA for review. Because of the complexity
of this project and the new gaming legislation, we have anticipated up to 18 months in our
scheduling to complete the MEPA review.

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Highway Access Permit(s)

Massachusetts Department of Transportation (MassDOT) is granted authority to issue state
highway access permits by MGL Chapter 81, Section 21 and the regulations at 720 CMR
13.00. The District Highway Engineer within whose District boundaries access permits are
sought, is in most cases directly responsible for issuance of those permits.

Review by MassDOT will formally commence with the initial filing in the MEPA process.
In fact, MassDOT review will largely shape the timeline of the MEPA review process, as all
MassDOT comments will be addressed as the MEPA review progresses. It typically occurs
that upon conclusion of the MEPA review process, all significant issues in the Highway
Access Permit application process have also been resolved and the permit can be issued
shortly thereafter.

Traffic plans will be prepared by experienced professional traffic engineers and SGRs
Highway Access permit application will require the submittal of Engineering Plans based on
the standards in the Manual on Uniform Traffic Control Devices (MUTCD), MassDOTs
Project Development & Design Guide or its successor, MassDOTs Standard Specifications
for Highway and Bridges, and any current technical policies or engineering directives issued
by MassDOT.

Sewer Connection Permit
New connections to sanitary sewers are subject to state requirements based on their expected
discharge characteristics and volume. Non-industrial discharges of greater than 50,000
gallons per day (the intended development has a projected peak sewer discharge of 150,000-
200,000 gallons per day) must obtain a Sewer Connection Permit from the Massachusetts
Department of Environmental Protection (MassDEP) before construction (314 CMR 7.00).
Depending on the final configuration of the laundry facilities, an industrial wastewater permit
may also be required from MADEP.

Federal Permits and Approvals
None of the federal permits and approvals are anticipated to materially affect the Project or
the construction schedule for the Project. SGRs project schedule has accommodated
adequate time to complete review and obtain these required permits and approvals.

NPDES Construction General Permit
Stormwater discharges from construction activities (such as clearing, grading, excavating,
and stockpiling) that disturb one or more acres are regulated under the National Pollutant
Discharge Elimination System (NPDES) stormwater program (U.S. EPA). Prior to
discharging stormwater, construction operators must obtain coverage under the NPDES
Construction General Permit (CGP) which, in Massachusetts, is administered by EPA. For
the purposes of this permit, an operator is any party associated with a construction project
that meets either of the following two criteria:
The party has operational control over construction plans and specifications,
including the ability to make modifications to those plans and specifications; or
40
The party has day-to-day operational control of those activities at a project that are
necessary to ensure compliance with the permit conditions (e.g., they are authorized
to direct workers at a site to carry out activities required by the permit).

Generally, the operators are considered to the project owner and the general contractor. EPA
notes that subcontractors are generally not considered operators for the purposes of this
permit. Construction operators intending to seek coverage under EPA's CGP must submit a
Notice of Intent (NOI) certifying that they have met the permits eligibility conditions and
that they will comply with the permits effluent limits and other requirements.

SGR will apply for coverage under the CGP and will prepare a SWPPP in a timely manner
prior to earth disturbance at the site.

National Environmental Policy Act
Traffic mitigation construction extending onto the Interstate Highway System beyond end-of-
ramp configurations typically requires review under the National Environmental Policy Act
(NEPA), most typically through the preparation and circulation of an Environmental
Assessment (EA). At this time, it appears that the only work associated with the Hollywood
Casino & Hotel Springfield that could possibly require review under NEPA is the additional
turning lane on the Dwight Street exit ramp. Adding a turning lane to a ramp is a relatively
insignificant action often viewed as having little to no environmental impacts; thus, such
action can qualify as a categorical exclusion (CE) activity. Nonetheless, if required, NEPA
compliance will be achieved through a combined MEPA/NEPA document, since the level of
documentation is similar for both processes and both agencies allow for a combined review.

Hazardous Materials and Oil and Building Materials
It is the opinion of SGR that we have budgeted adequate time and financial resources to
address the hazardous materials and oil issues at the site, and they are not anticipated to
materially affect the Project or the construction schedule for the Project.

A Phase I Environmental Site Assessment (ESA) and report have been completed for the five
parcels that make up the proposed development site. The ESA was completed in general
accordance with the guidelines described in ASTM Standard Practice E 1527-2005 for Phase
I Site Assessments, and was based on a professional review of available historical and
environmental records, visual observations of the surface of the site and adjoining properties,
and personal interviews with available persons having knowledge of the site properties. The
ESA revealed evidence of Recognized Environmental Conditions in connection with portions
of the site that warrant further investigation in a Phase II ESA, which has been scoped but not
yet implemented.

Active remediation of a hydraulic oil release is currently on-going at the 11 Liberty Street,
Peter Pan maintenance garage. The oil is being recovered via manual product removal and
an automated recovery system. This remediation will continue and other remedial actions for
groundwater and soil may potentially be implemented until a condition of no significant risk
(as defined under the Massachusetts Contingency Plan MCP) is achieved.

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An assessment of hazardous building materials has not been conducted of the onsite
buildings which must be demolished in preparation of the proposed development site. Based
on the ages of these buildings, it is anticipated they may have asbestos containing materials
such as insulation and floor tiles, and other hazardous building materials that will require
abatement prior to demolition. This type of condition is typical of urban redevelopment
projects, and SGR has significant experience in such based on the numerous urban casino
developments we have successfully completed within the last several years.

(h) Submit as Exhibit 1(h) a Project construction schedule including major construction
milestones and the dates related thereto and any proposed phasing plan, the proposed sequence
of any phases, whether any phases are dependent upon future events and the approximate dates
of beginning and completion of each phase. Indicate anticipated street and sidewalk closures,
plans for redirecting traffic, impacts on existing parking and plans for mitigating such impacts
both during and following construction. Describe measures that will be taken to mitigate all
other construction impacts on the local community. In the event the financing for any further
phase is not included in Exhibit 3(c), indicate the anticipated sources of financing for such phase
and the details of such financing.

The development schedule for the Hollywood Casino & Hotel Springfield assumes that the
Western Massachusetts gaming license is awarded in April 2014. However, prior to the award of
the license, SGR intends to begin the design, permitting and take steps necessary to enable the
relocation of the Peter Pan and Republican operations to vacate the site for demolition and site
preparation. Concurrent with these activities, as described fully in Section 1-g-xi above, SGR
will begin the MEPA review process with the preparation of both an ENF and EIR, as needed, to
obtain the required Certificate to begin construction. Immediately upon selection of SGR as the
licensee, we plan to begin Utility and Offsite roadway improvements design and permitting so
that all required off-site improvements can be made and complete prior to the opening of the
Hollywood Casino & Hotel Springfield. Construction of the facility is anticipated to begin in
late 2014 and to be complete prior to the end of 2016, with an early January 2017 Grand
Opening.

From the award of the license to SGR, the Hollywood Casino & Hotel Springfield opening is
scheduled to be 33 months, with actual construction of the facility on the site to have a duration
of 25 months.

Schedule
Please find included in Exhibit 1-h:
Construction Schedule
Proposed Construction Phasing Plan

Logistics
Our mission is to responsibly plan construction project operations, means, and methods which
create a positive impact on the surrounding community and environment. Given our extensive
and recent experience in urban development projects, we are confident we can accomplish that.
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We have identified local businesses surrounding the proposed site to highlight our understanding
of the area and to ensure that our top priority is to mitigate the impact the construction of the
casino will have on the businesses, neighbors and the community.

Please find included in Exhibit 1-h:
Map of the Surrounding Businesses and Community
Anticipated Potential Truck Routes
Milestone Logistics Plans & Mitigation

Mitigation
Preconstruction and Planning
During the preconstruction phase, the Project Team will further develop the Logistics and Safety
Programs. These plans will be presented to the appropriate City of Springfield representatives for
their input and buy-in. It is the goal of these programs to define the construction plan before
construction begins. Our experience on projects with similar logistic constraints has proven that
pre-planning and constant communication are necessary for a smoothly run, incident free project.

Safety
Together we will develop plans and techniques to help protect the safety of the local community.
Clear Safety Signage will be posted
Pedestrian walkways will be amply lit and maintained
Police details will be engaged to protect the public and maintain traffic flow
Site fencing will be of high quality and continuously maintained
Worker Orientation required by everyone
Development of job specific safety program

Vehicle Controls
We will manage vehicular traffic plans to minimize the impact on the nearby highways and the
surrounding local community.
Traffic plans will route trucks appropriately to minimize the congestion on local roads
Staging & daily scheduling of deliveries to minimize truck traffic on site
A queuing station will be set-up so that deliveries can be managed via radio especially
during times such as soil excavation and concrete pours
Idling times of standing vehicles will be controlled

Jobsite Cleanliness
Strategies and techniques will be used to limit debris from surrounding communities.
Jobsites will be visibly organized and clean
An aggressive construction Recycling program will be initiated
Debris will be cleaned on the exterior of site fencing on a daily basis
On-site meal accommodations with designated break areas will be encouraged
Wheel washing stations will be utilized at site exits
Temporary paving or crushed stone will be used on all ramp/ road areas
Street cleaning will be done on a daily basis
Snow will be expeditiously removed from any adjacent public areas
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Dust control with wetting agents. Some building intakes may require temporary filters to
minimize any dust
Truck containers carrying soil or debris will be covered before leaving site
Rodent control plans shall be put into place.

Noise Controls & Vibration Monitoring
Strategies and techniques will be used to limit noise from surrounding communities.
Quiet hours (i.e. - non-working hours) will be established
Construction techniques will be chosen which reduce noise
Heavy equipment will use noise-confining features such as encasements and mufflers
Regular maintenance on heavy equipment will be required to allow them to run
efficiently, cleaner and with less noise
Maintain smooth transitions in entrance ramps & maintain low speed
Monitoring and development of threshold values to stop/change field operations.
Review each activity to determine if off hours work is required.

In the event that economic conditions warrant future phases of development, SGR and Penn
National Gaming would expect to access all available sources of capital referred to in Section
3(c), including but not limited to free cash flow from operations, available credit under the
revolving bank facility and potential incremental financings.

(i) If proposers plan for the Project are expected to displace or relocate any existing businesses,
tenants or services, submit as Exhibit 1(i) proposers plans for relocating or compensating such
displaced parties.

Our project will result in very positive relocation that will benefit the entire city. We plan to
relocate the current Peter Pan Bus lines headquarters and the Springfield Republican newspaper
facilities to new locations within the City of Springfield. In addition to the significant and
positive economic impact that will result from the construction of our casino resort, the
relocation of the Peter Pan and Republican facilities will generate even more economic activity
for the City. The ripple effects of these relocations sets our proposal apart because the project
features will magnify the economic benefits generated from construction of the casino alone to
the long-term benefit of the City and its citizens.

As part of the land assemblage necessary to develop the proposed project, Proposer has agreed to
purchase the Republican Newspapers existing site located at 1860 Main Street, Springfield,
Massachusetts if it is selected as the Region B licensee. For the Republican, they plan to relocate
their 326 employees from its facility at 1860 Main Street to two new locations in the City of
Springfield.

The newspaper will move its production operations, including its growing regional commercial
printing business and tens of millions of dollars in equipment, to a brand-new building to be
constructed on industrial park property along I-291. The newspaper is currently studying
property within the city in both the Smith & Wesson and Westmass industrial parks. The
Republican anticipates that construction would start well before the project receives its license
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from the gaming commission. This plan will enable the new casino to be built without any delay
in jobs for the city and tax revenue for the Commonwealth.

Meanwhile, the Republican's newsroom, advertising, marketing and business-office employees
will move into leased space in the very heart of downtown. The newspaper is actively seeking
vacant Class A office and public gathering space, and has had three design firms looking at
options. The Republican plans to use the power of its affiliated website, MassLive.com, to create
an interactive "21st Century Village Square" to bring large numbers of people together for a wide
range of fun and community-building activities (Please see interior rendering in Exhibit 1-b,
page 30). At lunchtime, after work, in the evenings and weekends, this aspect of the project will
bring new energy and life to the very center of the City. Significantly, the costs involved in the
Republican moves are borne by SGR and not any public entities.

Although the details are still under development, the Republican plans to use its combined media
strength in English and Spanish to make this new site THE place to be in the entire region. Not
just for browsing the web and enjoying a cup of coffee, but also for public meetings, blood
drives, the creation of video on MassLive and YouTube, singing groups, art shows, and a
thousand other purposes. The Republican is even considering things like a downtown
Springfield Idol competition on web video and TV, with people voting for their favorites at our
new location or on line. The goal would be to create a beehive of activity in the heart of
downtown 24-7, instead of only during the workday. This would be good for business, and also
very, very good for the heart of the City.
If SGR is chosen as the Region B licensee, Peter Pan Bus Lines plans to move its bus operations
to Springfields currently under-utilized Union Station. The increased business activity
generated by Peter Pan will provide a significant boost toward the revitalization of that building.

(j) Submit as Exhibit 1(j) a five (5) year history of: (1) real estate tax and personal property tax
payments and valuations for proposers casino projects located in the United States, indicating
for each such project the number of aggregate square feet, number of hotel rooms and method
for determining such valuations; and (2) tax appeals for such projects. Indicate whether
proposer has formal tax agreements in any taxing jurisdiction in the United States with respect
to such projects. Also, please indicate proposers estimate of real estate and personal property
taxes with respect to the Project during the first full year of operations.

Attached as Exhibit 1-j is a five year history of personal and real property taxes paid by existing
Penn National Casino facilities in the US.

Subsidiaries of Penn National Gaming, Inc. are involved in ordinary course property tax disputes
related to casino facilities in Columbus, Kansas City, and Toledo. Additionally, as a result of a
recent acquisition, a Penn subsidiary inherited a personal property tax dispute for its Maryland
Heights, Missouri (St. Louis area) casino facility.

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Our current estimate for property taxes of the development is $17.5 million per year. We
calculated this amount as follows:

Estimated Assessable Construction and FF&E $438,000,000
Millage 0.03999
Estimated Property Tax $ 17,515,620

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2. Projections

(a) Submit as Exhibit 2(a) detailed projected balance sheets, income statements (detailed on a
departmental basis) and cash-flow statements for the first five (5) years of operating the Project
using generally accepted accounting principles (to the extent applicable) reflecting a best, worst
and most likely case outcome assuming no new competition within a ninety (90) mile radius of
the Project and a best, worst and most likely case outcome if there is a competing comparable
facility located within ninety (90) miles of the Project which opens within two (2) years of the
opening of the Project. Please provide specific line items for: gaming revenues and expenses,
hotel revenues and expenses, food and beverage revenues and expenses, and retail revenues and
expenses; general and administrative expenses; marketing expenses; energy expenses; gaming
taxes; property and other taxes; capital expenditures; depreciation and interest expense. Include
all material assumptions upon which the projections are based, including detailed assumptions
regarding Project operating performance (e.g., dates of opening, slot and table drop, number
and types of table games and slots, average room rates, number of employees by department,
patron counts, win per patron, etc.).

Please see Exhibit 2-a for detailed five year projected financial statements including statements
of income and cash flow and balance sheet. Separate statements are provided with one set
assuming no additional competition in the near future and one set that assumes direct
competition in the Hartford market. The projections reflect the company's anticipated most
likely outcome in each of these scenarios. Revenue projections were performed by Strategic
Market Advisors, an independent research firm contracted to perform an economic impact study
of the project. Expense projections are based on the company's recent experiences in comparable
urban development and well established expertise in the gaming industry. It is anticipated that a
best and worst case within each scenario would be a revenue variance of approximately plus or
minus ten percent from the most likely projections. In those cases, it is expected that EBITDA
margin would be relatively consistent due to the variable nature of expenses such as gaming
taxes, labor and marketing.

(b) Submit as Exhibit 2(b) an analysis of the economic benefits which the City and the
Commonwealth may reasonably expect from the Project, including: (i) an estimate of the
highest, lowest, and most likely prospective direct revenue from the Project (which in the case of
the City would include any revenue sharing being offered by the proposer to mitigate indirect or
non-quantifiable community impacts), assuming as indicated in Section 2.A.2(a), above, both no
competing comparable facility and a competing comparable facility; and (ii) direct and indirect
benefits in employment, tourism and redevelopment. Include a market study to support such
analysis which study also details the benefit of the Project location and the estimated capture
rate of gaming and non-gaming revenue related spending by City and Commonwealth residents
travelling to out-of-state casinos.
Please see Exhibit 2-b for the Casino Resort Market Assessment report for the project, prepared
by Strategic Market Advisors.

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3. Financing

(a) Submit as Exhibit 3(a) financial statements for the five (5) years immediately preceding the
most current fiscal year then ended for proposer, audited by a national firm of independent
certified public accountants.

The Proposer, Springfield Gaming and Redevelopment, LLC, is a newly formed entity that does
not yet have financial statements of its own. We have attached as Exhibit 3-a copies of the last
five years of annual audited financial statements for Penn National Gaming Inc.

(b) Submit as Exhibit 3(b) unaudited financial statements for the proposer covering the current
fiscal year through the fiscal quarter ending immediately preceding the date of this Phase II
RFQ/P.

The Proposer, Springfield Gaming and Redevelopment, LLC, is a newly formed entity that does
not yet have financial statements of its own. We have attached as Exhibit 3-b copies of the most
recent 2012 financial statements for Penn National Gaming Inc.

(c) Submit as Exhibit 3(c) a detailed explanation of anticipated sources of financing for the
Project. Provide written documentation of the availability of these anticipated sources of
financing and details of the financing (i.e., terms, rates, security arrangements, etc.) and any
additional third-party approvals that are necessary to obtain such financing. Indicate whether
local partners or investors will be required to contribute capital, the amount being required and
their ability to fund such amounts. For any local partners or investors who are obligated to
contribute capital or are otherwise subject to capital calls, in an aggregate amount of five
million dollars or more, specifically identify the source of such funds.

Penn National currently anticipates financing the Springfield development from cash available
from operations and its existing revolving bank facility. As noted in Exhibit 3-c, as of
9/30/2012 and adjusted for an incremental financing on 11/1/2012, the company currently has
over $600 million available on our revolving credit facility. Additionally, the company currently
generates over $450 million in free cash flow annually, which may be used to pay down existing
debt or to finance development commitments. Penn National gaming is widely regarded as
having the strongest balance sheet in the gaming industry. With a leverage ratio of
approximately 3.1x versus a peer average of approximately 7.0x, the company is uniquely
positioned among all the applicants to successfully complete the Springfield development.

(d) Submit as Exhibit 3(d) a detailed explanation and projections setting forth by year for the
next five (5) years, the estimated aggregate amount and type of credit (i.e., bank facility and debt
capacity) available to proposer for the Project without reworking or renegotiating any existing
credit agreements (or if reworking or renegotiating may be necessary, when and how proposer
expects to do it) and reflecting projected commitments for capital expenditures for other
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projects. Indicate whether and the extent to which any such credit agreements permit drawdowns
of credit to be contributed to proposer as equity.

The company currently anticipates approximately $610 million in planned expenditures for
existing projects in Ohio and Missouri through 2013 and 2014. Exhibit 3-d contains our current
internal projections for debt and excess cash balances over the next five years, taking into
consideration the planned capital expenditures as well as anticipated free cash flow from
operations over the period, but excluding the potential Springfield development.

(e) Submit as Exhibit 3(e) an explanation as to how the City is to be protected against
construction and operating risks related to the Project, including cost overruns. In particular,
the City is seeking, at a minimum, unconditional contractual assurances, guarantees and/or
indemnifications that the Project will be completed on time, on budget and will have appropriate
and adequate funds for all pre-opening activities and initial working capital. The proposer must
provide details of such assurances, guarantees and/or indemnifications to be furnished to the
City regarding these items, including the identity of any creditworthy party providing such
assurances, guarantees and/or indemnifications and written documentation (e.g., five (5) years
of audited financial statements) demonstrating the capacity of any such party to fund up to a
20% construction cost overrun.

Penn National Gaming, Inc. is the only entity in this RFP process to have an extensive and recent
track record of opening new properties in new gaming markets, including, three in 2012 alone.
As such, we believe that the City should take comfort in our history of bringing significant
projects (including large scale urban development) in on time, on budget and as per design and
scope. We welcome the opportunity to share in detail any features of our well established
construction track record with the City. In this instance, we have particular confidence in our
projected costs because we have engaged Turner Construction for pre-construction services and
our experienced internal construction professionals have vetted our construction cost estimates,
the diligence on the site and all related expenses thoroughly in making this submission.

Turner Construction is very familiar with the current costs of building in Western Massachusetts
as they recently constructed the Massachusetts Green High Performance Computing Center in
Holyoke for the consortium of Harvard, Boston University, MIT, Northeastern and the
University of Massachusetts. The actual cost of this project upon completion was five percent
below its conceptual estimate and four percent below the Turner guaranteed maximum price
(GMP). Turner was also the Construction Manager for the Hollywood Casino at the Kansas
Speedway in Kansas City, Kansas, knows and understands Hollywoods design and engineering
teams and completed the project three percent below their GMP contract value. In light of this
exacting preparation, we believe the City should ascribe greater certainty and weight to SGRs
figures.

To further mitigate the risk of overruns, we expect to utilize guaranteed maximum price
contracts wherever possible. In addition, the combination of Penn Nationals balance sheet
(routinely described by Wall Street analysts as one of the best among all gaming companies) and
the State licensing process (which requires a 10% deposit), should provide substantial visibility
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on the funding issues raised in this question. As to project guarantees and indemnifications, we
are prepared to negotiate those legal details in the development agreement with the City, when
all the economic and legal issues are presented by both sides. See Exhibits 3-a and 3-b for five
years of audited financial statements for Penn National Gaming, Inc.

(f) Submit as Exhibit 3(f) proposers plan for post-construction credit facilities or other sources
of capital or plans to fund the operations of the Project in the event that actual operating results
do not meet the projections submitted as Exhibit 2(a).

Penn National Gaming, Inc. is widely regarded as having the strongest balance sheet in the
gaming industry. Its leverage ratio is approximately 3.1x versus a peer average of approximately
7.0x and has very strong cash flow. Once open, we fully expect that Hollywood Casino & Hotel
will generate enough cash flow to fund its ongoing operations. In the unlikely event it that it
does not, our Penn National partner will have the ability to readily access the ongoing cash flow
that its other operations generate as well as its credit facilities to provide interim funding until the
property can be restored to its proper financial balance.

(g) Submit as Exhibit 3(g) any update on pipeline projects described in response to Section
2.A.9. of the Phase 1-RFQ/P.

Besides this Springfield development, Penn National currently has only three significant projects
in its approved development pipeline. They are:
Hollywood Mahoning Valley Race Course - A green field Video Lottery Terminal (VLT)
and parimutuel horse racing facility in Ohio. Planned Capital Spend - $275 million.
Hollywood Dayton Raceway - A green field Video Lottery Terminal (VLT) and
parimutuel horse racing facility in Ohio. Planned Capital Spend - $275 million.
Hollywood Casino St. Louis Upgrades to its recently purchased casino facility in
Maryland Heights Missouri. Planned Capital Spend - $61 million.
As far as other projects discussed in Phase 1 RFQ/P response, the $610 million purchase price
for the St. Louis Acquisition has been disbursed and remaining payments for the Columbus Ohio
capital spend are approximately $40.8 Million, anticipated to be paid in early 2013.
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4. Business Operations and Marketing Plan

(a) Submit as Exhibit 4(a) the minimum dollar commitment and/or special efforts proposer will
make to promote economic growth and revitalize the Citys central business district or other
areas of the City to create new jobs and maintain existing employment opportunities, attract new
businesses, tourists and visitors to the City and the region and to prevent further decline by
restoring the economic growth and vitality of these businesses. Include the manner in which the
Project will enhance the Citys existing entertainment areas as a desirable location for tourists,
conventions, families and urban life.

See responses to Items 1-a-xi and xii above for how SGRs development will promote the
economic growth of the City and particularly its central business district. Item 4-b below
describes our plan to aggressively market Hollywood Casino & Hotel and the City of Springfield
over a wide geographic area. See also responses to Items 6-b and 8-b.

(b) Submit as Exhibit 4(b) a detailed explanation of the theme and target market segments of the
Project.

In response to Questions 4(a) and (b), SGR has developed is a comprehensive Marketing Plan for
Hollywood Casino & Hotel Springfield which is included as Exhibit 4-c. A critical element of
our resort will be the Hollywood brand. Hollywood Casino & Hotel will evoke the glitz and
glamour of the Golden Era of Hollywood with a clean art deco style that will fit right in and
complement the style of the existing buildings in Springfield. The classic style will be infused
by thoroughly modern high tech elements such as multimedia flat panel displays, accent lighting
and the newest most exciting slot machines. Movie memorabilia spanning the gamut from
Hollywood classics to modern films will be infused throughout the facility with an emphasis on
memorabilia with a New England, Massachusetts or Springfield area connection. See Exhibit 4-
c, pages 12 and 13 for additional information on the Hollywood theme and brand

The primary target market, as illustrated on page 11 of Exhibit 4-c, will be the 1.7 million adults
aged 25+ living in Western Massachusetts, Northern Connecticut (including the Hartford metro
area), Southeast New Hampshire and part of Eastern New York.

Beyond the local market however, our facility is uniquely situated, being located across the street
from Springfields own Union Station, to allow us to market Hollywood Casino & Hotel
Springfield to bus and Amtrak passengers who will literally have access to our front door
directly from Union Station. Amtrak offers service to Springfield from many cities including
Boston, New Haven, New York, Philadelphia, Washington, DC and many smaller towns in
between. Amtrak generally has about 15 trains a day stopping at Union station.

Our partnership with Peter Picknelly, owner of Springfield based Peter Pan Bus Lines, will also
allow us to attract casino visitors from a wider geographic area. Peter Pan offers regularly
scheduled bus service, virtually every hour, from all major cities in the northeast, directly to
Springfield, MA, including New York, Hartford, Boston, Worcester, Amherst and Northampton
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as well other cities served with several trips per day, such as Albany NY, New Haven CT,
Waterbury CT, Danbury CT, Southbury CT, Providence RI and the Berkshires. Peter Pan carries
approximately 4,000,000 people per year virtually all of who would have access to daily
regularly scheduled service to Hollywoods front door. With such extensive regularly scheduled
bus service, customers can arrive and depart the casino at their convenience allowing them to
both spend time in the casino and take advantage of all of the other amenities Springfield has to
offer.

Peter Pan currently operates 18,000 charters per year; several hundred of which currently go to
the Mohegan Sun, Foxwoods and Atlantic City casinos. Our partnership with Peter Pan will
allow us to leverage Peter Pans extensive mailing list of casino customers to attract these casino
enthusiasts to Hollywood Casino & Hotel Springfield.

In cooperation with Peter Pan, Hollywood Casino & Hotel Springfield envisions packaging one-
day and multi-day independent charter tours, bringing people directly to Springfield and
Hollywood Casino & Hotel Springfield for day trips and play and stay or play, stay and shop
packages. Overnight packages would not be limited to the Hollywood hotel but would offer
stays at other Springfield hotels at various different price points to suit the needs attract a wide
variety customers.

(c) Submit as Exhibit 4(c) the operating and marketing plans for the Project, with specific
reference to pre-opening marketing and opening celebrations. Include the minimum annual
dollar amounts, kinds and types of general promotion and advertising campaigns that will likely
be undertaken, and the proposed market to be reached; the number of visitors who are projected
to stay overnight in the metropolitan area of the City; and other examples of joint marketing
ventures, if any, undertaken by the proposer in other jurisdictions. Proposers marketing plans
should discuss its intent to cooperate and consult with the City, Springfield Convention &
Visitors Bureau, the Massachusetts Convention Center Authority or other regional tourism and
marketing organizations to implement a comprehensive and uniform system of marketing the
City as an entertainment destination and plans for cross-marketing local restaurants, small
businesses, hotels, retail outlets and impacted live entertainment venues (as that term is defined
in the Act).

Attached as Exhibit 4-c is a comprehensive marketing plan for Hollywood Casino & Hotel
Springfield. Descriptions of our plans for extensive pre-opening, Grand Opening and ongoing
marketing activity are described in various sections throughout this Plan. We currently estimate
that the marketing budget for Hollywood Casino & Hotel Springfield will be between $40 and
$50 million dollars annually. The Community Support section of the Marketing Plan (pages 21-
27) outline our plan for extensive joint sponsorships and marketing efforts with local businesses,
restaurants, entertainment & sports venues and local tourism bureaus.

Peter Pan Bus Lines in cooperation with SGR will support the marketing programs of the
Springfield Convention & Visitors Bureau by providing a wrapped Peter Pan bus, provide buses
for their annual dine around dinner to raise money for the Bureau, and finance a mobile ding
dong vehicle to promote Bureau activities and members throughout the Pioneer Valley. If the
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Bureau forms a new Sports Authority, we will financially support and promote. We will
participate in promotions offered by both the Bureau and the Massachusetts Convention Center
Authority and purchase advertising in publication they produce to promote the City and
Massachusetts as a whole.

(d) Submit as Exhibit 4(d) a description of the strategies to be used by the proposer to deal with
the cyclical/seasonal nature of tourism demand and ensure maximum use of the Project
throughout the entire calendar year.

While the casino business in a regional market does show some seasonality, this seasonality is
typically not extreme. As a very experienced regional casino operator we are skilled at
employing strategies to mitigate what seasonality that exists by doing things such as:
Advertising more heavily during slower periods including running ads on certain travel
entertainment websites and publications to attract customers from a wider geographic
area.
Offering special promotions and sweepstakes drawing (such as car or trip giveaways)
during slow periods
Offering or sponsoring special entertainment events or food & drink specials.
See pages 28 and 29 of Exhibit 4-c for more information on seasonality mitigation efforts.

(e) Submit as Exhibit 4(e) a description of the proposers plan and minimum dollar commitment
for enhancing existing services for treatment of compulsive behavior disorders to ensure that
they are reasonably affordable and appropriate for its prospective employees and their affected
families and for patrons with compulsive gaming behaviors and their affected families. The plan
should include the types of public education and problem gaming prevention strategies, and
prevention and education strategies for employees, that would be implemented as part of the
operation of the Project, the estimated period of implementation of the plan, the approximate
cost of the plan and how such cost will be funded. If the proposer has casino operations in other
locales, include specifics of such plans implemented in those locales with an analysis of the
success of such plans.

A Penn National subsidiary will be the managing member of Hollywood Casino & Hotel
Springfield. Penn National operates 29 casino and/or racing facilities in 19 different jurisdictions
each of which has a well developed responsible gaming program in place. Consistent with the
programs in place at all Penn casino properties, the responsible gaming program for Hollywood
Casino & Hotel Springfield will be based, at its core, on the American Gaming Associations
(AGA) Code of Conduct for Responsible Gaming. The Code was developed with input from
research and treatment professionals who are experts in responsible gaming matters. Penn
National is a contributor to the AGAs National Center for Responsible Gaming (NCRG) and
National Council on Problem Gambling (NCPG) and has based its responsible gaming policies
on research available through the these organizations and other sources. Penn will also work
closely with the Massachusetts Council on Compulsive Gambling in developing its final
customized responsible gaming program for Springfield.

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All employees of Hollywood Casino & Hotel Springfield will be trained in responsible gaming
matters as outlined in our draft Responsible Gaming Program which is attached as Exhibit 4-e.
Some highlights of this program are:
Responsible gaming training for ALL new employees at orientation and annual
responsible gaming refresher training annually thereafter.
Availability of the following programs for patrons:
o Statewide self-exclusion
o Ability to stop receiving casino related mail or marketing materials
o Ability to restrict themselves from certain financial transaction such as check
cashing and casino credit.
Inclusion of a responsible gaming message and toll free help-line number on all external
marketing material and advertising.
Availability of responsible gaming brochures at various locations in the casino including
at all ATMs, cages, credit locations and entrances/exits. The brochures will discuss the
signs and symptoms that may be indicative of a gambling problem and explaining where
confidential help can be obtained.
Signage bearing a responsible gaming message and toll free helpline posted at various
locations in the casino.
Discussion of responsible alcohol service policies (see below for more information)
Discussion of policies and procedures concerning unattended minors (see also Item 2-f)
Specific departmental responsibility for various responsible gaming matters to establish
accountability.
Establishment of a Responsible Gaming Office at the facility to be staffed by an
independent substance abuse and mental health counseling service to be selected by the
Massachusetts Gaming Commission.

Not only is Hollywood Casino committed to responsible gambling, but also responsible alcohol
service. As more fully described in Exhibit 4-e, many Hollywood positions, including all
servers of alcoholic beverages, are required to successfully complete comprehensive training on
responsible alcohol service such as TiPS or CARE or similar programs so as to prevent over-
serving of our guests.

Penn employees and their families have access to Penns Employee Assistance Program which
includes a 24-helpline that they can call if they need help dealing with family or personal
problems including issues related to alcoholism, substance abuse and problem or compulsive.

Section 56-e of the Massachusetts Gaming Act established a $5 million annual fee to fund the
costs of service and public health programs dedicated to addressing problems associated with
compulsive gambling or other addiction services. The fee is to be assessed on each
Massachusetts casino licensee in proportion to the number of gaming position each license has.
We expect our share of that fee to between $1 million and $2 million every year. In addition,
SGR expects its internal costs associated with the implementation and ongoing operation of its
property responsible gaming program to be between $100,000 and $200,000 annually. Finally,
Penn National Gaming provides corporate funding to both the National Center for Responsible
Gaming (NCRG) and the National Council on Problem Gambling (NCPG). Our combined
commitment to these organizations for 2013 is approximately $80,000.
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(f) Submit as Exhibit 4(f) a detailed discussion on how the proposer will ensure that minors will
be identified and prohibited from gambling or loitering in the casino. If the proposer has casino
operations in other locales, include specifics of such programs used in those locales.

All Hollywood Casino & Hotel Springfield employees will participate in initial responsible
gaming training at orientation. They will also attend responsible gaming refresher training on an
annual basis. Both orientation and annual responsible gaming training discuss issues related to
the prevention of underage gambling consumption of alcoholic beverages as well as how to
respond to unattended minors found in the property. Subsidiaries of Penn National Gaming, Inc
operate 29 casino and/or racing properties in 19 different jurisdictions all of which have
restrictions against minors gambling. As is the case at other Penn casino properties, Hollywood
Casino & Hotel Springfield will employ a comprehensive set of policies and procedures to
prevent underage gambling or underage consumption of alcohol including:
Security personnel are stationed at all public entrances to the casino floor and are
instructed to ID any person looking under 30 years of age.
Electronic ID scanning devices are located at each entrance and available to floor
personnel to allow any questionable IDs to be scanned and electronically verified as
valid
Security staff will receive specific training in recognizing fake or altered IDs and in
observational techniques for detecting persons.
Signage will be posted at all entrances informing the public that they must be over 21 to
gamble
We work with local police and district attorneys to prosecute any underage gamblers,
underage drinkers and false ID users detected. When minors are prosecuted, the word
travels fast among their friends that the casino is not a good place to be attempt to
circumvent the law.
Employees who fail to detect an underage person when circumstances show they should
have are retrained and may be subject to disciplinary action.

Our policy is zero tolerance for parents or guardians leaving children unattended at our facility.
If an unattended child is detected, staff is trained to move the child to a safe place and stay with
the child until his or her guardian can be located. Adults who leave children unattended are
subject to permanent eviction from the casino and, depending on the circumstances, may be
turned over to the police or child protective services. See also Exhibit 4-e for more information
on minor related issues.

(g) Submit as Exhibit 4(g) a detailed discussion concerning the proposers operating policies,
programs and procedures for providing security inside and surrounding the Project.

Hollywood Casino Springfield will be an extremely secure facility. It will have its own dedicated
security and surveillance staff consisting of more than 150 employees and hundreds (if not
thousands) of cameras. Surveillance cameras will tape all activity in their view and are capable
of being monitored live 24 hours a day, 365 days a year by surveillance staff. Our security and
surveillance team will be responsible for monitoring all public and back of house areas of the
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facility. Security officers will be positioned at both fixed and unfixed posts to allow them to
patrol all areas of the facility. The well lit parking lot will be patrolled with bike, foot, and SUV
patrols.

Security will maintain on-staff individuals trained in first aid and as first responders. The facility
will keep portable defibrillators on site and will train staff on their use. Based on the history of
EMT calls at similar sized propertys operated by Penn National, we would expect there to be
between 125 and 150 calls for EMT assistance annually for the facilitys projected 3 million plus
visitors (stable year) per year.

Our security and management team will work cooperatively with the local police, fire and
emergency management agencies in developing an emergency response plan.

Like that which in place at all Penn National managed casinos, we will develop a property
security plan that will address (at a minimum) the following:

Chain of Command
Security Responsibility
Security Staffing
Prohibited Individuals
Underage Individuals/ Unattended Minors
Prohibition of Firearms/Photography
Arrest and Detention Procedures
Security Reporting System
Key and Lock Control System
Emergency Procedures (evacuation, medical, fire, burglary, weather event, power outage,
etc)
Slot and Table Games Procedures
Armored Car Procedures
Currency Transport/Mantrap Procedures
Surveillance Failure Procedures
Temporary Access Procedure
Alarm System
Responsible Gaming Programs

Similarly, a surveillance Plan will be developed to address (at a minimum) the following:
Chain of Command
Surveillance Responsibility
Prohibited Individuals
Underage Individuals/ Unattended Minors
Prohibition of Firearms/Photography
Arrest and Detention Procedures
Surveillance Reporting System
Code of Ethics & Prohibited Activities
Fraternization
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Surveillance Monitor Room Location & Access

Surveillance Authorized Viewing
Ethical Use of Surveillance Equipment
Surveillance System Malfunctions and Failures
Surveillance Intelligence Files
Close Watches & Random Watches
Emergency Procedures (evacuation, medical, fire, burglary, weather event, power outage,
etc)
Evacuation Procedures
Soft Count & Slot Drops
Jackpots
Slot Monitoring System

We are confident that Hollywood Casino & Hotel Springfield will be one of the most secure
commercial facilities in the City.

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5. Employment, Workforce Development and Opportunities for Local Businesses

(a) For each functional area of operation of the Project following construction, submit as
Exhibit 5(a), (i) the number of total employees anticipated broken down by the number of full-
time and part-time positions (identify full-time, part-time and full-time equivalents), (ii) each job
classification and for each job classification total estimated salaries and benefits; and (iii) those
Project positions which are anticipated to be filled by nonresidents of the City.

Using the projected base case revenue, Hollywood Casino Springfield expects to employ
approximately 2,400 employees, the majority of whom will be full-time with full benefits. Total
annual payroll (including benefits costs) paid by the casino are expected to be approximately $80
million per year. Additionally, many positions in the casino environment are tipped positions.

We project that tips earned by casino employees will be at least $15 million a year which would
bring total payroll up to $95 million annually. See Exhibit 5-a for a breakdown of positions,
estimated wage/salary rates (without tips), full and part time employment and FTEs
The only positions we anticipate filling with non-residents would be a handful of executive
functions (e.g. General Manager, Table Games/Poker & Slot Managers, Cage Manager, etc.), as
well as some of the technical, casino-related, line-level positions (e.g. slot technicians) that
require highly specialized skills not generally available locally. The vast majority of the
workforce (90%+) to be hired and trained will be local and regional residents.
Notably, we have entered into discussions with the Regional Employment Board of Hampden
County (REB) regarding a partnership on work force development. Our team has also begun
discussions with them on literacy, early childhood education, and job training programs for
Springfield citizens. Ironically, the REB has done research on the importance of training in
Pennsylvania casinos. In addition, we plan to work with a variety of local entities such as the
Urban League, NAACP and Hispanic Chamber to spread the word about the importance of
inclusion and diversity in our hiring plan as well as workforce development.

(b) Submit as Exhibit 5(b) a detailed description of proposers plan to establish, fund and
maintain human resource hiring and training practices that promote the development of a skilled
and diverse workforce and access to promotion opportunities through a workforce training
program that:
(i) establishes transparent career paths with measurable criteria within the Project that lead to
increased responsibility and higher pay grades that are designed to allow employees to pursue
career advancement and promotion;
(ii) provides employee access to additional resources, such as tuition reimbursement or stipend
policies, to enable employees to acquire the education or job training needed to advance career
paths based on increased responsibility and pay grades; and
(iii) establishes an on-site child day-care program. In connection with the foregoing, please
describe proposers plan to partner with the Regional Employment Board, local educational
institutions and existing local workforce training programs. Please also include a detailed
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description of proposers workforce training programs that it has implemented at its casino
projects located in other locales.

Our Human Resources function will be strategically aligned with our operational departments to
ensure hiring and training support our workforce development goals. As we enter new markets,
we believe it is important for the community to learn about Penn and understand the types of
positions we offer, so community outreach will be a critical component of our early recruiting
strategy. We look to partner with various community groups--including the already established
consortium of community organizations and educational institutions, and do information sessions
to discuss the requirements for our various positions.

All of our positions, with the exception of a few key executives, will be posted on our career
website while the facility is still being built. As part of our online application process, we have a
built-in assessment process that we will require of all applicants. This assessment allows us to
interview more effectively by matching prospective team members with the right types of jobs.
This assessment also can also help with career pathing as it assists to identify other positions that
may be a good fit for team members.

Once we are operational, it is our goal to develop bench strength from within the existing
employee population. All open positions are posted internally first, to identify any internal
talent prior to looking external to fill open positions. As part of our engagement and
performance management strategy, our managers are encouraged to have continued
conversations with their team members to discuss training needs as well as potential career
pathing opportunities. The property will have a tuition assistance program and various ongoing
training classes to assist in supporting the development of our team members.

Ensuring we have day care to support the needs of our team members, we will be looking to
partner with local resources. We are currently in constructive discussions with Janice Santos,
who is the leading Head Start administrator in Massachusetts and with James Ward, Executive
Director of Early Childhood Centers of Greater Springfield, Inc.

As we enter new markets, we believe that it is essential to partner with local community partners
for training and development needs. At our most recent new property openingHollywood
Casino Columbusthe property identified a group of local colleges and universities to partner
with. Various colleges provided niche training for our needed positionsfor example, Central
Ohio Technical College provided training for slot technicians, Columbus State Community
College provided support for our culinary positions and Hondros College partnered with us to
provide dealer training.

We will work to establish similar training partnerships with Springfield area educational
institutions and we are prepared to execute a Memorandum of Understanding with Massachusetts
Casino Careers Training Institute (See Exhibit 5-b) in order to provide training to potential
casino employees.

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(c) Submit as Exhibit 5(c), a detailed description of proposers plan that identifies, and describes
proposers commitment with respect to, specific goals, expressed as an overall program goal
applicable to the total dollar amount of contracts, for the utilization of City businesses to
participate as:
Please see Exhibit 5-c for Hollywood Casino & Hotel Springfields preliminary Diversity Plan.
This Plan covers diversity in employment, construction, and purchasing.

(i) contractors in the design of the Project specifying minority business enterprises, women
business enterprises and veteran business enterprises;

SGR and Penn National are committed to hiring key design and engineering disciplines within
the Western Massachusetts / Springfield area, including but not limited to Civil, Traffic,
Environmental, Geological and Landscaping. In our recent major projects in Kansas City,
Kansas, Toledo and Columbus Ohio, we hired local MBE / WBE / LBE firms for Civil, Traffic,
Environmental, Geological, Landscaping and Architecture. We will also look very closely at
identifying these disciplines where VBEs can be included in the selection criteria.

(ii) contractors in the construction of the Project specifying minority business enterprises,
women business enterprises and veteran business enterprises; and

See response below for (ii) and (iii).

(iii) vendors in the provision of goods and services procured by the Project and any businesses
operated as part of the Project specifying minority business enterprises, women business
enterprises and veteran business enterprises.

We understand the significant importance of utilizing City vendors and contractors, specifically
minority, women and veteran businesses, and are committed to working collaboratively with the
City of Springfield to develop goals and strategies in a manner consistent with the diversity
programs we have established across the country.

Please find included as Exhibit 5-c:
Utilizing Local Companies to Build Our Project

Our track record for diversity and local hiring on major projects across the country has been
unrivaled in our industry. For example our most recent projects:
Hollywood Casino at Kansas Speedway, Kansas City, Kansas (Opened February 2012)
Construction Goal: Construction 15% Local Business Enterprises (LBE), 15% MBE, and 7%
WBE
Results: LBE 47.8%, $46.7 Million; MBE 16.2%, $15.8 Million; and WBE 29.6%, $28.9
Million
Design Goals: Design LBE 10%, MBE 10%, WBE 5%
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Results: LBE 86.0%, 2.0 Million; MBE 17.0% $403k; and WBE 6.0%, $141k
Total MBE/WBE/LBE Spend: $94.0 Million
Hollywood Casino Toledo, Ohio (Opened May 2012)
Goal: 15% MBE/WBE Project Participation
Results: 19.3%, $39.5 Million MBE/WBE
Local Firms: 90% of Project Hard Costs went to Ohio based firms
Hollywood Casino Columbus, Ohio (As of 9/12/12 Opened October 8, 2012)
Goal: 20% MBE/WBE Project Participation
Results: 60%, $164 Million MBE/WBE, including Smoot Construction, an Ohio MBE
company
Local Firms: 64%, $155.3 Million of total Construction went to Ohio based firms
In each of these projects, we studied the composition and resources for the local markets for each
of these projects, established aggressive goals and provided early and frequent outreach and
meetings to meet these goals. In each case, we substantially exceeded our goals and, in some
cases, set new records for these markets.
Penn has received the following samples of recognition for its efforts in diversity:
Named 2009 Corporate Partner of the Year by the National Black Chamber of Commerce
Received honors by Columbus NAACP in 2011 for our Minority and Women-owned
businesses procurement program
2012 Community Partner of the Year United Way of Central Ohio
2012 Corporate Champion of Diversity Columbus, Ohio NAACP

What others say about Penn National:

Penn National Gaming has been a phenomenal community partner. Hollywood Casino has
become an iconic part of our tourism district. Penn has sat as partners with us from the very
beginning of the process.
- Joe Reardon, Mayor, Kansas City, KS

Hollywood Casino has been an anchor on our waterfront and has led to economic development
in our city.
- Michael Bell, Mayor, Toledo, OH

There is corporate integrity. This is an organization that has met their commitment to the
community. They not only did what they said they would do; they have exceeded it and that
matters so much to our city.
- Noel Williams, President, Columbus NAACP

Penn National has contracted with Noel Williams, President of the Columbus NAACP, as Penns
National Diversity Outreach and Inclusion Director. She is working with Penn development
staff to identify, and contract with two Springfield-specific Diversity Outreach and Inclusion
Coordinators, one each from the African American and Hispanic communities. These
Coordinators will work closely with Noel and Penn development staff to assist us in identifying
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minority suppliers and contractors so as to maximize the use of local MBE/WBE businesses in
the Hollywood Springfield project.

(d) Submit as Exhibit 5(d), a detailed description of proposers workforce development plan that:
(i) estimates the number of construction jobs the Project will generate and provides for equal
employment opportunities and which specifies specific goals for, and describe proposers
commitment with respect to, the utilization of City residents, minorities, women and veterans on
those construction jobs; (ii) provides for equal employment opportunities and specifies the
specific goals for, and describes proposers commitment to, hiring City residents, women,
minorities, veterans and persons with disabilities during operation of the Project and
maintaining these commitments during the term of the host community agreement; (iii) describes
proposers commitment to the payment of prevailing wages during construction of the Project;
and (iv) identifies the methods for accessing employment at the Project.

i. Construction Jobs

As a part of our workforce development plan and in conjunction with Turner Construction
Company in Massachusetts we have performed a manpower study to estimate the number of
construction jobs that will be created. Our estimate is based upon the volume of the project
provided in our response to Item 1-e and the type of the project. We anticipate averaging 360
workers a day over approximately 600 days, with a peak workforce of 650 workers on any given
day. Assuming a turnover every 6 months, this will equate to approximately 1,700 total
construction jobs. If included, and depending on the scope of the work performed, the auxiliary
work would generate an additional 400 construction jobs for a total of 2,100 construction jobs
related to the project.

We are committed to integrating City residents, minorities, women and veterans into the
workforce. We will play a proactive role in ensuring access for employment to this Project. Our
approach will look to incorporate the following:
1. Creation of an on-site, recruitment and resource
center to focus on both workforce and MWBE
participation. The center will:
Receive and review job applications
Complete MWBE profiles
Provide the proactive connection with appropriate subcontractors, unions or other
community resources/ job training.
Maintain a database of individuals seeking employment and track such candidates
periodically in their effort to gain employment.
Assist in troubleshooting challenges applicants may encounter in their pursuit of
employment.
Provide additional support of the qualified candidate through the interview process.
Compile a monthly report
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Attend monthly meetings with the City or as required.

2. We will partner with programs such as the Community Work Pre-Apprenticeship
Program and others to identify and develop potential candidates. Together we will host
site visits for those enrolled in the program and facilitate the introduction of graduates
from the Program to local subcontractors. We hope that as a result of these efforts, these
graduates will become a part of the workforce on this Project.
3. We will host additional Job Fairs and Business Opportunity Conferences.
These events help to further introduce the project, educate the local market
on the project specifics, share information, and develop interest. It is also an opportunity
for us to introduce and familiarize ourselves with the local workforce.
4. We will meet with local organizations such as the US Veterans Outreach Center and the
Springfield Veterans Services, which are located adjacent to the proposed project site.
5. Development of a website for the project that identifies and provides links to the
numerous opportunities for access to employment.

See Exhibit 5-d for a copy of the Memorandum of Agreement that the applicant has entered into
with the Community Works Building Trades Pre-Apprenticeship Program as part of our
workforce development initiative

ii. Equal Employment Opportunities

SGR will adopt the following Equal Employment Opportunity Policy for the facility.
To give equal employment and advancement opportunities to all employees and
applicants, the Company makes employment decisions based on each person's
performance, qualifications, and abilities. We do not discriminate in employment
opportunities or practices on the basis of race, color, religion, gender, national origin,
age, disability, or any other characteristic protected by law.

The Company will make reasonable accommodations for qualified individuals with
known disabilities unless making the reasonable accommodation would result in an
undue hardship to the property.

This Equal Employment Opportunity policy covers all employment practices, including
selection, job assignment, compensation, discipline, separation of employment, and
access to benefits and training.

If you have a question about any type of discrimination at work, please promptly notify
your immediate supervisor or your Human Resources Department. You will not be
punished for asking questions about this. If we determine that anyone was illegally
discriminating, that person will be subject to disciplinary action, up to and including
separation of employment.

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As is the case in all other communities in which Penn operates, we will use our best efforts to
maximize diversity and to ensure our workforce and vendors reflect the diversity of the City and
the region. This includes providing equal opportunity for all jobs regardless of the applicants
race, color, religion, gender, national origin, age, disability, or any other characteristic protected
by law. These opportunities will only get stronger over time as the local populace gains greater
experience in working in a casino environment. We expect there to be opportunities for rapid
advancement to supervisory and managerial jobs for the diverse entry level workforce based on
the experience so gained. See also our Preliminary Diversity Plan in Exhibit 5-c for specifics on
methods we will use to implement our diversity program.

iii. Prevailing Wage

We are committed to paying employees prevailing wages during construction of the Project. We
have also executed Memorandums of Understanding with the Pioneer Valley Building and
Construction Trades Council, Carpenters Local 108 and the Community Works Building Trades
Pre-Apprenticeship Program.

(e) Submit as Exhibit 5(e), a detailed description of whether the proposer has or expects to have
a contract with organized labor, including hospitality services, whether proposer has the support
of organized labor for its license application with the Commonwealth and proposers detailed
plans for assuring labor harmony during construction and operation of the Project.

With respect to casino/resort employees, SGR has met with local labor organizations in an
attempt to better understand the local dynamics and to forge strong business partnerships that
benefit both labor and management. As a result, SGR expects to have a neutrality agreement
with several unions in place (prior to licensing) to facilitate the organizing of its employees. On
the construction side, we have executed memorandums of understanding (MOUs) with the
Pioneer Valley Building and Construction Trades Council, Carpenters Local 108 and the
Community Works Building Trades Pre-Apprenticeship Program.

(f) Submit as Exhibit 5(f) a detailed history of the relationship between organized labor and
proposer over the last ten (10) years

Penn National Gaming, Inc. 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 Penns Columbus and Toledo, Ohio facilities have contracts in place to facilitate the
organization of all of its eligible employees by the United Auto Workers (UAW) and United
Steel Workers (USW). Penns 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). Penns Perryville, Maryland facility has a collective bargaining
agreement in place with both the United Food and Commercial Workers (UFCW, a local union)
and SEATU. Besides the unions discussed above other Penn properties have agreements in
place with:
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United Industrial, Service, Transportation, Professional and Government Workers of

North America (UIW)
American Maritime Officers (AMO)
UNITE/Hotel Employees and Restaurant Employees (HERE)
International Brotherhood Electrical Workers (IBEW)
Seafarers International Union (SIU)
Security Police and Fire Professionals of America (SPFPA)
Service Employees International (SEIU)
Sports Arena Employee'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.

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6. License Application Criteria

Please indicate how proposer proposes to advance the following objectives which are based
upon criteria established by the Act. To the extent any of these objectives are answered in other
portions of a proposers response, the proposer may respond to these objectives by cross
reference.

(a) Protecting the Commonwealth lottery from adverse impacts due to expanded gaming in the
Commonwealth including developing cross marketing strategies.

The applicant will sell all major Massachusetts Lottery games through lottery vending machines
and/or live sales at its casino facility. In cooperation with the Massachusetts Lottery, the
applicant will offer the Lotterys Keno game in one or more of its outlets in the casino facility.
SGR will cooperate with the Lottery on cross marketing opportunities.

(b) Promoting local businesses in host and surrounding communities, including developing
cross-marketing strategies with local restaurants, small businesses, hotels, retail outlets and
impacted live entertainment venues (as that term is defined under the Act).

We believe that our project is unique because, in addition to being the only applicant with a local
partner on the casino project, we have included several local businesses (Student/Prince/Fort
Deli, Sarkis Jewelry, Yankee Candle) as elements offered within our casino/hotel.

In addition, we will work with the Springfield Convention and Visitors Bureau, local restaurant
and hotel association(s), local entertainment coalition(s), as well as other regional chambers,
tourism and marketing organizations to coordinate cross-promotional opportunities within our
hotel rooms (TV and/or brochures) and concierge/hotel front desk services. We are currently
working on specific MOUs with several of these organizations in and around Springfield, MA.

(c) Realizing the maximum capital investment exclusive of land acquisition and infrastructure
improvements.

Please see Exhibit 1-e for capital investment detail for the Project.

(d) Implementing a workforce development plan that utilizes the existing labor force.

Please see responses in Section 5 and Exhibits 5-b, 5-c, and 5-d. All full-time team members of
Hollywood Casino & Hotel Springfield will be eligible for tuition reimbursement. In addition,
the following training programs will be offered to allow employees to increase their skill level:
Responsible Gaming All employees
Red Carpet Customer Service Training All employees; teach customer service skills
Safety/Hazcom/Fire All employees teach safety and create awareness
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Lockout Tag Out Typically maintenance workers and slot technicians

TIPS Any employee involved in alcohol service; teaches responsible alcohol service\
iLead Supervisory skills training for supervisors and above
HIPAA Any employee who handles private health information
Title 31 Training Compliance, Cage, Gaming Supervision
Counterfeit Money Cash handling positions
CPR/AED Security
Blood borne Pathogens Security, Valet, housekeeping
Dealer Games Training
Training on various computer systems such as:
o Slot and table Game Systems
o Automated Purchasing Systems
o Sales Force
o Great Plains
o Micros
o Payroll Systems
o HR Systems
Slot Technical Training

This training not only allows staff to increase their skill level so that they are qualified for
promotion within the company, but many of the skills learned are transferable to other industries
or businesses should the employee ever choose to leave the gaming business.

(e) Building a Project of high caliber with a variety of quality amenities to be included as part of
the Project and operated in partnership with local hotels and dining, retail and entertainment
facilities so that patrons experience the diversified regional tourism industry.
Please see Sections 1 and 4 for a description of the scope and quality of our proposed project as
well as our engagement with other Springfield businesses and entities both inside and outside of
the facility. See our Marketing Plan in Exhibit 4-c for additional details on our proposed
partnerships and sponsorships with various Springfield businesses and public entities such as
entertainment venues and tourism bureaus.

(f) Taking additional measures to address compulsive behavior disorders and problem gambling.

Please see Item 4-e.

(g) Utilizing sustainable development principles including, but not limited to:

(i) being certified as gold or higher under the appropriate certification category in the
Leadership in Environmental and Energy Design program created by the United States Green
Building Council;

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We have performed an initial evaluation of the feasibility to achieve a goal of gold Certification
or higher and are confident that we will be successful in achieving this goal as illustrated in
Exhibit 6-g-i. The analysis and scorecard is based upon the LEED 2009 BD&C Scorecard. Our
Team will achieve gold certification by:
Developing innovative solutions to achieve the points required
Performing focus studies to evaluate the most advantageous strategies for achieving the
required points. We will evaluate reliability and availability of materials
Sharing knowledge gained from local and national sustainability efforts
Obtaining these points within the allotted budget and developing cost strategies that deal
with any sole source materials associated with a specific LEED credit
Incorporating credit strategy into design documents
Communicating expectations with contractors, suppliers and vendors

It is worth noting that Penn received Governors Award for Environmental Excellence by the
Pennsylvania Department of Environmental Protection. Penn Nationals two Ohio projects,
opened in 2012 in Toledo and Columbus, are anticipated to receive LEED Silver certification in
2013. Both of these projects were designed and built as fully non-smoking facilities, as will be
the Hollywood Casino & Hotel Springfield.

(ii) meeting or exceeding the stretch energy code requirements contained in Appendix 120AA of
the Massachusetts building energy code or equivalent commitment to advanced energy efficiency
as determined by the secretary of energy and environmental affairs;

The stretch code requires achieving 20% better efficiency than the Massachusetts building
energy code. The stretch code, which has been adopted by the City of Springfield, is based upon
consumption, whereas LEED and optimizing energy performance are based upon an ASHRAE
standard-based energy model. Therefore, by obtaining 5 points for EA Credit 1 - Energy and
Atmosphere, which we have indicated in the scorecard as points we will achieve, we will meet
the requirement. Strategies that are being considered for the achievement of the 5 credits are as
follows:
Controllability of lighting, and use of natural day lighting in certain areas
Use of Energy-Star equipment, wherever possible
Automatic setbacks of energy consuming devices when not occupied
Innovative products and systems
Use of LED lighting
Occupancy sensors and card key activated energy efficiencies

(iii) efforts to mitigate vehicle trips;

We have included three credits on our LEED scorecard that would assist us in mitigating vehicle
trips both during construction and operation of the Casino - SS 4.1 Public Transportation, SS 4.2
Bicycle Storage & Changing Rooms, and SS 4.3 Low Emitting and Fuel Efficient Vehicles.
Given the proximity of this site to local transit, including Amtrak, we feel this site is ideally
situated to meeting these goals.
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(iv) efforts to conserve water and manage storm water;

Efforts to conserve water and manage storm water will also be incorporated into our strategy to
achieve our LEED goals. We plan to reduce water landscaping by 50% to achieve 2 points for
WE credit 1 and to reduce the water use by 30% to achieve another 2 points for WE credit 3.
Some strategies we have implemented on past projects to reduce the water use include
Integrating water conserving products such as efficient laundering services and low flow toilets,
showers, and fixtures.

(v) demonstrating that electrical and HVAC equipment and appliances will be EnergyStar
labeled where available;

We will make every effort to maximize the use of Energy-Star labeled equipment
and appliances on this Project. Although not specifically addressed in the LEED
scorecard we will incorporate this effort into our strategy to achieve the energy
and Atmosphere credits.

Examples of some Energy-Star equipment that may be considered are laundering facility
equipment and kitchen equipment.

(vi) procuring or generating on-site 10 per cent of its annual electricity consumption from
renewable sources qualified by the department of energy resources under section 11F of chapter
25A; and

We will, to the extent possible, procure or generate on-site 10% of our annual electricity
consumption from renewable sources per Section 11F of Chapter 25A of the Dept. of Energy
Resources. Concepts that are currently being considered include fuel cells and photovoltaic
panels as well as other financially feasible options.

(vii) developing an ongoing plan to submeter and monitor all major sources of energy
consumption and undertake regular efforts to maintain and improve energy efficiency of
buildings in their systems.

EA credit 5 currently shows 3 points anticipated for Measurement and Verification. Installing
sub-metering in particular areas of the facility to measure consumption will help to further
identify more opportunities for energy savings and allow for continuous monitoring and
improvements. Other considerations include the utilization of lighting and temperature controls
which are reduced to minimal levels while the room in unoccupied. Motion detectors and room
key activation systems can be incorporated into these types of systems.

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(h) Contracting with local business owners for the provision of goods and services to the Project,
including developing plans designed to assist businesses in the City and the Commonwealth in
identifying the needs for goods and services to the Project.

Please see the Response to Item 5-c.

(i) Maximizing revenues received by the Commonwealth.

Hollywood Casino & Hotel Springfield would maximize revenues for the Commonwealth by
bringing in more gaming business than any other Western Mass casino applicant. We recognize
that with a 25% tax rate, gaming revenues are the key driver by which the Commonwealth will
benefit from the new casinos. We would leverage our network of casinos across the country and
cross-market our Springfield casino to the 3.5 million active customers we have in our database.
We would also seek to maximize revenues by competing directly with the established
Connecticut casinos, marketing to their best players and attracting them to choose Springfield
over Connecticut. Marketing examples include offering introductory tiered statuses comparable
to what they currently enjoy in Connecticut, further incentivizing them to game at Hollywood
Casino & Hotel Springfield.

(j) Providing a high number of quality jobs in the Project.

Please see Section 5 and Exhibits 5-a, 5-c, and 5-d.

(k) Offering the highest and best value to create a secure and robust gaming market in the region
and the Commonwealth.

Please see Section 4 and Exhibit 4-c.

(l) Mitigating potential impacts on host and surrounding communities which might result from
the development or operation of the Project.

A key element of our overall approach to construction is the focus on the mitigation of any
impacts on the surrounding community. We have highlighted many of our strategies associated
with noise, light, dust and traffic mitigation within Item 1-h of this response. A storm water
management plan will also be set in place immediately upon start of construction.
Our overall approach will minimize any additional services required of the City of Springfield
during construction. We will work collaboratively with the City to finalize a Construction
Management Plan to address logistics, public safety and traffic flow. Areas of focus will include
elements such as;
locations of construction gates
utilization/ renting of parking spaces along adjacent roads to optimize traffic/
construction flow
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specific locations for temporary crosswalks

temporary fire department connections and standpipes
appropriate utilization of police details
We have included within our budget costs associated with addressing these requirements as well
as implementing a Site Specific Safety Management Plan which will best ensure the safety of
both the on-site workforce and surrounding community.

(m) Purchasing, whenever possible, domestically manufactured slot machines for installation in
the Project.

In 2012, subsidiaries of Penn National Gaming, Inc. purchased over 5,000 slot machines for new
properties it developed. We estimate that at least 85% of those games were manufactured in the
U.S. We would expect to achieve a similar level of US built games for Hollywood Casino &
Hotel Springfield.

(n) Gaining public support in the host and surrounding communities.

As we do in our other host communities around the country, we will work diligently to develop
constructive working relationships with city and community leaders in Springfield and the
surrounding Hampden County communities in to garner public support and, more importantly, to
understand local issues and needs. We have already met with dozens of organizations across the
city, including Dunbar Community Center, HAP, NAACP, Urban League, Hispanic Chamber of
Commerce, local police and fire departments, local child care providers and United Way to name
a few, to begin forging these relationships and will continue to expand our outreach. In addition
to supporting some of these organizations financially, Penn National gave $8.3 million in non-
profit support to our host communities in 2011 alone; we will look to work hand-in-hand with
them to provide positive opportunities for the community. Initial examples include agreement
with leaders to participate in volunteer activities with Square One and the South End Community
Center this winter, and exclusive lead sponsorship of the 2013 Spirit of Springfield Pancake
Breakfast. This activity will continue to expand across the region.
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7. Additional Information

(a) Submit as Exhibit 7(a), a statement as to whether proposer is, or at any time within the last
ten (10) years has been, in breach or default of any agreement with any state, municipality, or
governmental agency, board, authority, or subdivision, together with a description of any such
breach or default.

Penn National Gaming, Inc., and one of its development subsidiaries, Kansas Penn Gaming, LLC
(KPG) are named as parties in a breach of contract lawsuit brought by the Board of
Commissioners of Cherokee County, Kansas. The County alleges that KPGs decision to
withdraw its application to build a casino in Cherokee County, Kansas, breached the parties
Predevelopment Agreement. KPG contends that it was permitted to withdraw its application to
build the casino and therefore is not in breach of this agreement. The case is currently pending.
While not directly on point for this question, Penn Nationals Iowa subsidiary is in a legal
dispute with the Iowa Racing and Gaming Commission over whether that subsidiary has a
deficiency on it license renewal as a result of a dispute with a local partner.

(b) Submit as Exhibit 7(b), a full and complete ownership of the chart of the proposer setting
forth the amount, type, source, and conditions of investment in proposer being made by
proposers owners, reflecting the ultimate owners/real parties in interest and their percentage
ownership interests in proposer, together with an explanation of any agreements between or
among owners of proposer or others, to reimburse any party for any portion of such investment
or otherwise provide any other form of financial accommodation to any such party in connection
with or as a result of its investment in proposer. (Note: As to any publicly held company,
information as to investment in proposer need not be submitted as to its shareholders.)

The applicant is Springfield Gaming and Redevelopment, LLC (SGR). The members of SGR
are Western Mass Gaming Ventures, LLC (Western Mass, the Penn National affiliate) and
Peter Picknelly Gaming, LLC (PP Gaming). The owners of these membership interests are
further identified in Exhibit 7-b. Pursuant to the SGR LLC agreement, PP Gamings ownership
interest is expressed as $30 million divided by the total project cost (which cost is calculated
after opening). As such, while we expect the PP Gaming ownership interest to be just under 5%
at opening, the PP Gaming ownership interest is not readily calculated at this time. Notably, PP
Gaming has expressed an interest in applying the consideration he receives for the land sale to
SGR ($15 million) toward increasing his membership interests in the applicant. Additionally, PP
Gaming has the right to purchase up to a 50% interest in Springfield Gaming and has expressed
an inclination to do so.

(c) Submit as Exhibit 7(c), copies of organizational documents including, without limitation, any
articles of incorporation or corporate charters, articles of association, bylaws, limited liability
company operating agreements, partnership agreements, trust agreements, joint venture
agreements, stockholders agreements; and other legal instruments of organization for the
proposer and each owner of the proposer that is not a natural person.

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The requested documents are attached as Exhibit 7-c.

(d) Submit as Exhibit 7(d) any instruments, agreements or contracts and, if applicable, a full
description of all oral agreements and contracts, pertaining to the relationship by and among the
proposer and any of its owners which is not provided in Exhibit 7(c) above.

None, other than those described in Item 7-c.

(e) Identify and submit as Exhibit 7(e), a list of those impacted live entertainment venues (as
that term is defined in the Act) in proximity to the Project (including, but not limited to the
Springfield Symphony Hall, City Stage and the Mass Mutual Center) and proposers plans for
entering into an agreement with any such venue for cross-marketing, coordination of
performance schedules, promotions, ticket prices and other matters. Also indicate if proposer
has entered into any agreement or understanding with any such venue.

We are currently in various stages of negotiating MOUs with the operators of City Stage,
Symphony Hall and the Mass Mutual Center. Our entertainment strategy in Springfield is to be a
complementary partner, not a competitive threat. We have agreed to meet with these operators
bi-annually to discuss entertainment strategy and plans, while also agreeing to avoid booking
specific genres that are viewed as their core markets (Broadway and Off-Broadway shows,
orchestra events, arena acts, etc.). We envision a relationship with the Mass Mutual Center that
would include sponsorships, block ticket purchases, suite commitment(s) and, on occasion,
potentially programming of the venue, with the support of the Mass Mutual Center, for large
acts/shows that will bring thousands of leisure/retail guests to the City of Springfield. Lastly, we
will partner with these local entertainment venues to promote their shows, as mentioned in
Section 6-b, as well as to explore way to sponsor events and purchase ticket blocks for shows
that may be of interest to our player loyalty database.

(f) Submit as Exhibit 7(f) a list of other jurisdictions in which the proposer and/or any of its
owners, key persons or other qualifiers holds a gaming license or has been qualified by a
gaming authority in any other jurisdiction and the history of the proposers, owners, key
persons or other qualifiers compliance with the gaming statutes, rules and regulations in such
other jurisdictions including, without limitation, any denial, suspension, withdrawal or
revocation of any such license.

Exhibit 7-f-i contains a list of all jurisdictions in which subsidiaries of Penn National Gaming,
Inc. hold a gaming license as well as pending license applications and license applications not
granted. Exhibit 7-f-ii contains a list of all jurisdictions in which any Penn key person has been
licensed. Neither Peter Picknelly Gaming, LLC nor any of its principals currently hold or have
ever applied for a gaming license in any jurisdiction other than Massachusetts.

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(g) Please indicate in Exhibit 7(g) whether proposer would be desirous of developing and
operating a temporary casino should temporary casinos be authorized by the Commission.

At the current time, SGR does not anticipate operating a temporary casino. Temporary casinos
are often used as financing tools to allow developers that would not otherwise have the capital to
complete their developments use the proceeds from amenity-barren temporary casinos to meet
their financing requirements. Unfortunately, cities such as Detroit have learned that once these
temporary casinos open, it is very difficult to get the developers to move expeditiously towards
completing their promised developments. As such, we have remained consistently committed in
our plans to not phase any of the gaming developments, however; the regulating bodies
determine that temporary casinos are positive developments, we would be happy to explore that
option with the City and the Commonwealth.
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8. Additional Services; Community Impacts; Contributions

(a) Submit as Exhibit 8(a) a study detailing the Additional Services and proposers commitment
to pay for the impact on the City of such Additional Services. Additional Services means the
additional police, fire protection, administrative, education, housing and emergency medical
services directly or indirectly resulting from or related to the construction or operation of the
Project, and necessary from time to time to protect the health, safety and welfare of the Citys
residents, the temporary workforce needed to construct the Project, the employees of the Project
and the expected increased number of visitors to the City.

Redacted Confidential

(b) Submit (on a confidential basis) as Exhibit 8(b) proposers commitment to pay for
Community Impacts. Community Impacts means collectively, the following potential and
actual impacts to the City directly or indirectly related to or resulting from the construction and
operation of the Project from time to time not specifically covered under Additional Services: (i)
increased use of City services; (ii) increased use of City infrastructure; (iii) the need for
additional City infrastructure, employees and equipment; (iv) increased traffic and traffic
congestion; (v) increased air, noise, light and water pollution; (vi) issues related to public safety
and addictive behavior; (vii) loss of City revenue from displacement of current businesses; (viii)
issues related to education and housing; (ix) quality of life; and (x) costs related to mitigating
other impacts to the City and its residents. Indicate how such commitment would be funded (e.g.
upfront payments, revenue sharing, etc.).

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(c) Submit (on a confidential basis) as Exhibit 8(c) the dollar amount of proposers commitment
to advance the Acts objectives of providing community development and gaining public support
for the Project by providing the City with funds to be used by the City for projects and programs
which will assist the City in fulfilling its vision to be the premiere urban center of Western
Massachusetts.

(d) Submit (on a confidential basis) as Exhibit 8(d) a description of financial incentives the
proposer is willing to offer to the Commonwealth in connection with the Acts objective to
maximize revenues to the Commonwealth.

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9. Evidence Proposer is an Applicant with the Commission

Submit as Exhibit 9(a) evidence that the proposer has become an applicant with the
Commission by providing the City with a copy of its fully completed certification to the
Commission that it intends to apply to the Commission for a category 1 license in Region B,
together with confirmation that proposer has paid its $400,000 application fee to the
Commission.

Attached as Exhibit 9-a are copies of the following:
Certification submitted to the Massachusetts Gaming Commission that Springfield
Gaming and Redevelopment, LLC intends to apply to the Commission for a category 1
license in Region B
Acknowledgement from the Massachusetts Gaming Commission that it has received the
above described certification as well as the $400, 000 state application fee

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10. Duty to Update Phase I-RFQ/P Proposal.

(a) Each proposer is reminded of its continuing duty to disclose promptly any changes to the
information submitted in its Phase I-RFQ/P or any related materials submitted in connection
therewith. Accordingly, each proposer must submit as Exhibit 10 any changes to the information
submitted in its Phase I-RFQ/P Proposal not otherwise submitted as part two of its Phase II-
RFQ/P.

The following items described in the Phase I-RFQ/P have changed:

RFQ/P-I Response - Exhibit 2A This exhibit contained an organization chart indicating that
Peter Picknellys ownership interest in SGR would be in a Mass. LLC to be created by Peter
Picknelly. The LLC (Peter Picknelly Gaming, LLC) has been created. A revised organization
chart is attached as Exhibit 7-b.

RFQ/P-I Response - Exhibit 4 We had indicated that Penn Nationals purchase of Caesars
Entertainments Harrahs Maryland Heights facility was pending. That purchase has now been
completed. The facility has been renamed Hollywood Casino St. Louis and it operates under
Penn National ownership.

RFQ/P-I Response - Exhibit 7 We had indicated that we were still in negotiations to secure
the rights to 5.4 acres of our proposed casino site owned by the Springfield Republican. We
have completed those negotiations and now have an executed purchase option for that site.

RFQ/P-I Response - Exhibit 8A This exhibit contained a Cost Estimate Summary (budget) for
the project of approximately $807 million. While the total budget remains approximately $807
million, we have provided an updated Cost Estimate Summary in Exhibit 1-e of this application.

RFQ/P-I Response - Exhibit 14 This exhibit outlined the proposed size, scope and amenities
of the project. Based on further market/community analysis and more refined engineering and
design work, the size, scope and amenities of the project have been modified. Details on the
current plans are described throughout this document and are also reflected in the Executive
Summary.

TrafficEvaluation
HollywoodCasino&HotelSpringfield
Springfield,Massachusetts
PREPAREDFOR
PennNationalGaming,Inc
825BerkshireBoulevard#200
Wyomissing,PA
December2012

HollywoodCasino&HotelSpringfield|TrafficEvaluation

AccessRoadways 1
IntersectionsStudied 3

ImpactEvaluation 3
TrafficProjections 6
RecommendedImprovements 6
CapacityAnalysis 8
RightofWay 9
PedestrianAccess 9
MassTransit 10
SupplementalTrafficData
TrafficEngineeringTerms
TripdistributionWorksheet
TrafficFlowDiagrams
TrafficCounts

CapacityAnalyses2018NoBuildConditions
CapacityAnalyses2018BuildConditions
TRAFFIC EVALUATION
HOLLYWOOD CASINO & HOTEL SPRINGFIELD

ACCESS ROADWAYS

The Hollywood Casino & Hotel Springfield is proposed along the west side of Main
Street bounded by Main Street to the east, Emery Street to the north and Columbus
Avenue to the west. Regional approach routes to the site include I-90, I-91 and I-291.
The local roadways within the City of Springfield that guests will use when traveling
between the site and the interstate highways are Dwight Street, Chestnut Street, Bond
Street, Main Street, Emery Street and Columbus Avenue.

I-91

I-91 is a north-south interstate highway beginning in New Haven, CT to the south
continuing north through the entire lengths of Connecticut, Massachusetts, and Vermont
ending at the Vermont/Canada border. I-91 provides access to Hartford, CT and
Waterbury, CT to the south and Northampton, MA, Greenfield, MA, and Brattleboro, VT
to the north.

Approximately 4 miles north of the site is the interchange with I-90 (Massachusetts
Turnpike) which will serve as the approach route for access from Pittsfield, MA and
Albany, NY to the west. The local roadways that patrons will use approaching the site
from the north and west will be Dwight Street, Congress Street, Main Street and Emery
Street. Patrons leaving the site will return to I-91 NB via Columbus Avenue.

Patrons approaching the site via I-91 from the south will primarily use the exit ramp to
Dwight Street then use Congress Street, Main Street and Emery Street to approach the
site. Some of the patrons will also use Columbus Avenue as an approach route to the site.
Leaving the site the majority of the patrons will use Main Street to Bond Street to access
the I-91 SB entrance ramp. A small percentage of patrons will also use West Columbus
Avenue southbound to access I-91.

I-291

The I-291 corridor provides direct access to and between I-90, to the east of the site and
I-91 to the south. The I-91/I-291 interchange is immediately north of the site. I-291
passes through the northwestern quadrant of the City of Springfield and is served by six
interchanges. The patrons approaching the site via I-90 from points east such as
Worcester, MA and Boston, MA will use I-291 to access the site. Patrons approaching
the site using I-291 will exit to Dwight Street and then use Congress Street, Main Street
and Emery Street. Patrons leaving the site will return to I-291 via Main Street to
Congress Street and use the I-291 EB Entrance Ramp from Chestnut Street.

Main Street

Main Street travels in the north-south direction beginning in Springfields South End
neighborhood traveling north through the Downtown Area and then continues north past
the site through the northwest portion of Springfield and then continues into Chicopee as
Center Street. Along the proposed Hollywood Casino & Hotel Springfield frontage,
Main Street has two travel lanes in each direction with left turn lanes provided in both
directions at Liberty Street and Congress Street. A landscaped median is provided
between the northbound and southbound lanes of Main Street along the entire site
frontage. To the south of the site, the development along Main Street is a mix of
commercial, retail and restaurants. In the vicinity of the site the development along Main
Street across from the project site is commercial.

Dwight Street

Dwight Street travels in the north-south direction beginning in the south at State Street in
downtown Springfield traveling north through the central and northern parts of the city
ending at Dover Street in the vicinity of the Baystate Medical Center. South of Liberty
Street, Dwight Street is one-way southbound. North of Liberty Street, it is a two-way
street. In the vicinity of the site, Dwight Street is general parallel to Main Street and has
two lanes in each direction with an additional lane for northbound left turning vehicles
onto Congress Street. In the vicinity of the project site the development along Dwight
Street is commercial.

Chestnut Street

Chestnut Street travels in the north-south direction beginning to the south at State Street
in downtown Springfield traveling north through the central and northern parts of the city
ending at Noble Street in the vicinity of the Baystate Medical Center. South of Liberty
Street, Chestnut Street is one-way northbound. North of Liberty Street, it is a two-way
street. In the vicinity of the site, Chestnut Street is general parallel to Main Street and has
two lanes in each direction with a median divider. An additional lane has been provided
for northbound left turning vehicles onto Congress Street. In the vicinity of the project
site the development along Chestnut Street is commercial.

Congress Street

Congress Street is a two lane roadway traveling in the east-west direction between Main
Street and Chestnut Street. Congress Street is approximately 40 feet wide with on-street
parking permitted along the south side of the street. The development along Congress
Street is commercial.

(East and West) Columbus Avenue

Columbus Avenue travels parallel to I-91 beginning at Main Street in the south end of the
City continuing north past the project site ending at the I-291/Route 20 ramps

immediately north of the site. West Columbus Avenue is one-way southbound and East
Columbus Avenue is one-way northbound. For most of their length West Columbus
Avenue travels along the west side of I-91 and East Columbus Avenue travels along the
east side of I-91 with both acting as service roads for the interstate highway ramps.

Emery Street

Emery Street borders the project site on the north and is a two lane roadway traveling in
the east-west direction between Columbus Avenue and Main Street. At its intersection
with East Columbus Avenue all traffic must turn right and head north. At Main Street all
traffic on emery Street must turn right and head south. There is no median break along
Main Street at Emery Street thus there is no access to Emery Street from northbound
Main Street.

INTERSECTIONS STUDIED

Traffic counts were conducted at fifteen of the intersections in the immediate vicinity of
the site. The intersections studied are listed below:

Columbus Street at Emery Street
Columbus at Liberty Street
Main Street at Bond Street
Main Street at Boylston Street
Main Street at Emery Street
Main Street at Congress Street
Main Street at Liberty Street
Bond Street at I-91 SB On Ramp
Dwight Street at Bond Street
Dwight Street at I-291 WB Ramps
Dwight Street at I-91 NB Exit / I-291 EB Entrance
Dwight Street at Congress Street
Dwight Street at Liberty Street
Chestnut Street at I-91 SB Exit / I-291 EB Entrance
Chestnut Street at Congress Street

The traffic counts for these intersections and the Volumes Traffic Flow Diagram TFD-1
for the existing volumes are presented in the Supplemental Traffic Data.

IMPACT EVALUATION

Determining the traffic impact of the proposed casino has been analyzed by calculating
the number of trips that are expected to be generated by the development and
subsequently assigning the trips to the surrounding roadway system in order to determine
the impact of the proposed development. It is assumed that the peak impact traffic of the

proposed Hollywood Casino & Hotel Springfield will occur during an afternoon rush
hour, when the adjacent roadway traffic is also at its peak. The Institute of Transportation
Engineers (ITE) Trip Generation, 8th Edition, 2008 contains afternoon peak hour trip
generation rates for "Casino/Video Lottery Establishment" (Land Use 473). However, the
data is based on only a single study and is therefore not considered reliable. Also, there
is no information available as to what a casino generated over an average day. To
determine an estimate for the anticipated trip generation of the proposed Hollywood
Casino & Hotel Springfield, during an Afternoon Peak Period, we used trip generation
rates developed by E.P. Ferris & Assoc., as presented in the Traffic Impact Study -
Hollywood Casino; Columbus, OH (208.1), the trip generation rate is 0.46 trips per
gaming seat. These rates are based on the number of gaming positions or seats (e.g., 1
seat per slot / 8 seats per gaming table). The use of gaming seat as the method for
calculating the anticipated trip generation for a casino without consideration of other uses
on the site is a standard methodology. This is noted on page 6 in the E.P. Ferris study:

Most casino traffic studies use gaming position as an independent variable.
Gaming position is defined as one seat, so one slot machine would be one gaming
position and one seat at a poker table would be one gaming position. Facilities
attached to the casino, such as hotel and food and beverage outlets, exist to
support gambling operations and are included in the gaming position trip
generation rate.

The number of anticipated gaming seats for the proposed Springfield Hollywood Casino
is calculated as follows:

Seats
2,850 Slots 2,850
80 Tables 8/Table 640
20 Poker @ 6/Table 120
Total Gaming Seats 3,610

Trip generation numbers were calculated for the PM Peak Period at the full build of 3,610
gaming seats using the generation rate of 0.46 trips/seat as follows:

PM Peak Hour 1,769
Entering 53% 938
Exiting - 47% 831

The trip distribution for guests visiting the resort was calculated based the Casino Resort
Market Assessment study prepared by Strategic Market Advisors for the Hollywood
Casino & Hotel Springfield. This study calculated the number of patrons visiting the
resort annually from the following 17 geographical areas:

Hollywood Primary
Central CT
North Secondary
South Central Mass
Northwest CT
Coastal CT
Tertiary Southwest
Tertiary West
Saratoga
Tertiary North
Southern NH
North Central Mass
North Shore
Inside 128
South Shore
Rhode Island
Southwest CT

In order to distribute the traffic to the four regional approach routes, the percentage of
total guests visiting the casino was assigned to each geographical area. Then the
percentages were then assigned to each regional approach route. Using the anticipated
number of patrons from each geographic area and assigning each area an approach route
the anticipated regional approach traffic distribution was created. The spreadsheet with
these calculations is presented in the Supplemental Traffic Data. The Regional Trip
Distribution is graphically shown in the Traffic Flow Diagram TFD-2 presented in the
Supplemental Traffic Data and presented in tabular form below:

I-90 / I-91 Points West and North 35%
I-90 / I-291Points East 15%
I-91 Points South 40%
Local 10%
100%

The impact of the proposed development to the affected roadway network in the vicinity
of the site is determined by assigning the generated traffic volumes for the Hollywood
Casino & Hotel Springfield to each roadway and intersection studied based on the
calculated trip distribution. The anticipated Afternoon Peak Trip Generation numbers are
shown in the Traffic Flow Diagram TFD-3 presented in the Supplemental Traffic Data.

It assumed that all buses including local and regional bus service will stop at Union
Station. Patrons will then be able to walk via surface sidewalks or the pedestrian sky
bridge over Main Street between Union Station and Hollywood Casino & Hotel
Springfield.

Valet parking drop off / pick up will be located in the porte-cochere along Main Street at
the front of the casino. Access to the porte-cochere will be from the garage entrance
along Main Street opposite Congress Street. Vehicles exiting the porte-cochere area will
be able to turn right on to Main Street southbound or continue to the west and exit from
the site onto Columbus Avenue. It is anticipated at all taxi service will use the porte-
cochere to drop off and pick up passengers.

The construction of the Hollywood Casino & Hotel Springfield will necessitate the
closure of a part of two city streets. The roadway sections to be closed are Liberty Street
between East Columbus Avenue and Main Street and Boylston Street between Liberty
Street and Emery Street. Currently these streets only serve the Peter-Pan bus depot and
The Republican Newspaper operations. Due to the closure of these streets, the traffic
currently using them must be reassigned to the surrounding street. Traffic Flow Diagram
TFD-5 showing the diverted traffic is presented in the Supplemental Traffic Data at the
end of this section.

TRAFFIC PROJECTIONS

2018 No-Build Volumes were then calculated by expanding the Existing Traffic Volumes
by 0.5% per year to 2018 to account for general background growth of traffic on the
roadway network. The 2018 No-Build Volumes are shown in Traffic Flow Diagram
TFD-4. These volumes were then adjusted to represent the roadway network with the
proposed road closures, by applying the Diverted Trips to the 2018 No-Build volumes to
create the 2018 No-Build w/Diverted Trips shown in Traffic Flow Diagram TFD-6
presented in the supplemental Traffic Data.

The 2018 Build Volumes were then calculated by adding the Site Generated Traffic to the
2018 No-Build w/ Diverted Trips volumes. The 2018 Build volumes are shown in
Traffic Flow DiagramTFD-7 presented in the Supplemental Traffic Data.

RECOMMENDED IMPROVEMENTS

Evaluation of the 2018 Build Volumes by intersection capacity analysis reveals that
improvements are needed at a number of the intersections studied and along various
roadways, to allow for traffic to flow at a Level of Service (LOS) C or better during the
afternoon peak period once the Hollywood Casino & Hotel Springfield is opened. The
recommended improvements are as follows:

Install a traffic control signal.

Provide a break in the Dwight Street median to allow for through vehicles
traveling east along Bond Street to continue through the intersection.

Dwight Street at I-91 NB Exit Ramp
Widen the exit ramp to provide two lanes - an exclusive left turn lane and an
exclusive right turn lane.

Congress Street between Main Street and Dwight Street
Eliminate on street parking to permit three travel lanes along Congress Street.
The Congress Street approach to Main Street will have an exclusive right turn
lane and a shared through / left turn lane.
The Congress street approach to Dwight Street will have a shared through / right
turn lane and an exclusive left turn lane.

Revise the pavement markings on the eastbound Congress Street approach to
provide two lanes - a shared through / right turn lane and an exclusive left turn
lane.
Revise the lane use along southbound Dwight Street to provide for three lanes -
an exclusive right turn lane, an exclusive through lane and an exclusive left turn
lane. This will necessitate the removal of the median on this leg of Dwight Street.
Replace the traffic control signal.

Provide a break in the Main Street median to allow for full access to Main Street
from Emery Street.
Widen the Main Street northbound approach to provide three lanes - a through
lane and two exclusive left turn lanes onto Emery Street.
Widen the eastbound Emery Street approach to provide two lanes - an exclusive
right turn lane and an exclusive left turn lane.

Main Street at Congress Street / Casino Valet /Garage Entrance
Revise the lane use along westbound Congress Street to provide two lanes - an
exclusive right turn lane and a shared through / left turn lane.

Replace the traffic control signal.

Emery Street at Hollywood Casino Garage Main Drive
Widen Emery Street westbound to provide two lanes - a shared through / left turn
lane and an exclusive left turn lane.

Emery Street at Columbus Avenue
Widen the median break between East Columbus Avenue and West Columbus
Avenue to allow for two way traffic.

Coordinated Signal System
Provide an on-street master system to provide tight coordinated operation at the
following signalized intersections:
Main Street at Congress Street
Dwight Street at I-291 WB Ramps
Dwight Street at I-91 NB Exit
Dwight Street at Liberty Street
Emery Street at Hollywood Casino Garage Main Drive

CAPACITY ANALYSIS

The anticipated levels of service for each of the intersections studied with the 2018 No-
Build Traffic Volumes with existing conditions and the 2018 Build volumes and the
recommended improvements implemented are as follows:
2018
No-Build
2018 Build w/
Improvements
LOS LOS
Columbus Avenue at Emery Street A C
Columbus Avenue at Liberty C n/a
Columbus Avenue at Valet Exit n/a A
Main Street at Bond Street A A
Main Street at Boylston street A A
Main Street at Emery Street A B
Main Street at Congress Street A B
Main Street at Liberty Street B A
Main Street at Valet Exit n/a A

Bond Street at I-91 SB On Ramp (a) A A
Dwight Street at Bond Street A B
Dwight Street at I-291 WB Ramps B B
Dwight Street at I-91 NB Exit / I-291 EB Entrance A A
Dwight Street at Congress street C C
Dwight Street at Liberty Street B B
Chestnut Street at I-91 SB Exit / I-291 EB Entrance A A
Chestnut Street at Congress Street A B
Chestnut Street at Liberty Street B B
Emery Street at Main Garage Drive n/a B
Emery Street at Boylston Street A A

This table shows that all of the intersections in the vicinity of the site will operate at a
Level of Service (LOS) C or better with the 2018 No-Build conditions and will continue
to operate at an LOS C or better when the Hollywood Casino & Hotel Springfield is
opened. In fact, the majority of the intersections will operate an LOS A or B meaning,
motorists will be able to easily and safely traverse these intersections. The capacity
analyses for both the 2018 No-Build and 2018 Build conditions are presented in the
Supplemental Traffic Data.

RIGHT OF WAY

Based on available information there appears to be sufficient ROW available to construct
the proposed improvements on City land or land controlled by the developers of the
Hollywood Casino & Hotel Springfield.

PEDESTRIAN ACCESS

Pedestrian access to the Hollywood Casino & Hotel Springfield will be provided via
three major points. The street level entrance will be located along Main Street at the
porte-cochere. In addition to the normal street level entrance, two pedestrian sky bridges
are proposed. The first will be over Main Street to the east between the casino and Union
Station. The second will be to the south over the railroad tracks, providing access
between the casino and the renovated Paramount Theatre.

In addition to these elevated pedestrian walkways, each of the signalized intersections
listed above to be included in the coordinated signal system will be provided with
pedestrian crosswalks across each leg of the intersection and fully accessible pedestrian
signals. The accessible signals will be in full compliance with the 2010 MUTCD and the
latest Massachusetts AAB guidelines.

MASS TRANSIT

In addition to the construction of the Hollywood Casino & Hotel Springfield, Union
Station will also be undergoing a major renovation during the next 5 years. This
renovation of Union Station is being undertaken by the City of Springfield will create a
modern multi-modal facility incorporating local bus access, regional bus access and rail
access. The developers of the Hollywood Casino & Hotel Springfield embrace the use of
multi-modal access to their facility. Not only are they providing an elevated pedestrian
bridge between Union Station and the new casino, they intend to encourage its use by
their employees and guests through creative marketing and outreach programs.

Additionally, in cooperation with Peter Pan, Hollywood Casino & Hotel Springfield
envisions packaging one-day and multi-day independent charter tours, bringing people
directly to Springfield and Hollywood casino for day trips and "play and stay" or "play,
stay and shop'' packages. Overnight packages would not be limited to the Hollywood
hotel but would offer stays at other Springfield hotels at various different price points to
suit the needs attract a wide variety customers.

Hollywood Casino & Hotel Springfield
Springfield Massachussets
Supplemental Traffic Data

(this page intentionally blank)
Traffic Engineering Terms

Throughout this report, many terms unique to traffic engineering are used. Below are
definitions of many of these terms.

Trip is a one-way movement to or from a site. One car entering and leaving site
constitutes two trips.

Traffic Generation is the actual number of vehicle movements which may reasonably be
expected to be attracted by a specific development. Usually traffic generation is
expressed as a number of trips.

Peak Hourly Generation is traffic generation which may be anticipated during the
highest volume hour for the particular development. This analysis parameter may vary as
to the time of day, depending on the type of facility being proposed.

Capacity and Level of Service are terms utilized to describe the ability of a roadway to
handle its traffic assignment.

Level of Service is a measure of the quality of flow and overall congestion on a
particular section of road or at a specific intersection.

Levels of Service (LOS) are defined in the Highway Capacity Manual 2000 of the
Transportation Research Board, National Research Council, 2000. LOS ratings are
classified by letters from A to F, and are as follows:

Rating Description Traffic

A Free Flow Drivers feel no restrictions.

B Stable Flow Drivers feel some
restrictions.

C Stable Flow Drivers somewhat restricted,
but not
objectionably so.

D Approaching Increased restricted and
congestion.
Unstable Flow

E Capacity Substantial restriction,
serious delays.

F Forced Flow Stop and go conditions
extreme delays.

Trip Distribution Worksheet

Area Visits %Total %ofArea %ofArea %ofArea %ofArea
HollywoodPrimary 1,680,774 44.93% 40.00% 17.97% 20.00% 8.99% 20.00% 8.99% 20.00% 8.99%
CentralCT 917,047 24.52% 0.00% 0.00% 100.00% 24.52% 0.00%
NorthSecondary 103,286 2.76% 100.00% 2.76% 0.00% 0.00% 0.00%
SouthCentralMass 123,567 3.30% 0.00% 100.00% 3.30% 0.00% 0.00%
NorthwestCT 41,572 1.11% 0.00% 40.00% 0.44% 60.00% 0.67% 0.00%
CoastalCT 64,276 1.72% 0.00% 0.00% 100.00% 1.72% 0.00%
TertiarySouthwest 299,123 8.00% 40.00% 3.20% 0.00% 60.00% 4.80% 0.00%
TertiaryWest 149,403 3.99% 100.00% 3.99% 0.00% 0.00% 0.00%
Saratoga 239,735 6.41% 100.00% 6.41% 0.00% 0.00% 0.00%
TertiaryNorth 43,333 1.16% 100.00% 1.16% 0.00% 0.00% 0.00%
SouthernNH 13,931 0.37% 0.00% 100.00% 0.37% 0.00% 0.00%
NorthCentralMass 32,999 0.88% 50.00% 0.44% 50.00% 0.44% 0.00% 0.00%
NorthShore 16,749 0.45% 0.00% 100.00% 0.45% 0.00% 0.00%
Inside128 1,509 0.04% 0.00% 100.00% 0.04% 0.00% 0.00%
SouthShore 4,567 0.12% 0.00% 100.00% 0.12% 0.00% 0.00%
RhodeIsland 6,408 0.17% 0.00% 80.00% 0.14% 20.00% 0.03% 0.00%
SouthwestCT 2,423 0.06% 0.00% 0.00% 100.00% 0.06% 0.00%
Total 3,740,702 100.00% 35.93% 14.29% 40.78% 8.99%
FromMarketReport
HollywoodCasino&HotelSpringfield
SpringfieldMA
DistributionofTrafficApproachingtheSite
BasedoninformationfromEconomic/Marketanalysis
I90towest/I91to
North
I90/I291toeast I91fromsouth Local

Traffic Flow Diagrams

2012 Existing Conditions
TRAFFIC FLOW DIAGRAM
Hollywood Casino &
Hotel Springfield
Trip Distribution
I-91 to South
40%
I-91 to North
35%
I-291 to East
15%
Hollywood Casino &
Hotel Springfield
Hollywood Casino &
Hotel Springfield
Generated Trips
Hollywood Casino &
Hotel Springfield
2018 No-Build
Hollywood Casino &
Hotel Springfield
Diverted Trips
Hollywood Casino &
Hotel Springfield
Hollywood Casino &
Hotel Springfield
Evening Peak 2018 Build
Hollywood Casino &
Hotel Springfield
(thispageintentionallyblank)
Traffic Counts

File Name : PM Peak - Columbus @ Liberty
Site Code : 5
Start Date : 11/29/2012
Page No : 1
N / S: E & W Columbus Avenue
E / W: Liberty Street
City, State: Springfield, Massachusetts
Client: Alfred Benesch & Company
Groups Printed- PCs and Peds - HVs / Busses - Bicycles
Columbus
From North
Liberty
From East
Columbus
From South From West
Start Time Right Thru Left Peds App. Total Right Thru Left Peds App. Total Right Thru Left Peds App. Total Right Thru Left Peds App. Total Int. Total
04:00 PM 0 71 9 0 80 46 0 0 0 46 47 145 0 0 192 0 0 0 0 0 318
04:15 PM 0 42 11 0 53 43 0 0 0 43 61 128 0 0 189 0 0 0 0 0 285
04:30 PM 0 92 9 0 101 68 0 0 0 68 59 160 0 0 219 0 0 0 0 0 388
04:45 PM 0 70 8 0 78 63 0 0 0 63 38 151 0 0 189 0 0 0 0 0 330
Total 0 275 37 0 312 220 0 0 0 220 205 584 0 0 789 0 0 0 0 0 1321
05:00 PM 0 83 7 0 90 58 0 0 0 58 80 172 0 5 257 0 0 0 0 0 405
05:15 PM 0 68 6 0 74 49 0 0 0 49 45 152 0 0 197 0 0 0 0 0 320
05:30 PM 0 55 6 0 61 40 0 0 0 40 48 108 0 0 156 0 0 0 0 0 257
05:45 PM 0 38 9 0 47 19 0 1 0 20 32 85 0 0 117 0 0 0 0 0 184
Total 0 244 28 0 272 166 0 1 0 167 205 517 0 5 727 0 0 0 0 0 1166
Grand Total 0 519 65 0 584 386 0 1 0 387 410 1101 0 5 1516 0 0 0 0 0 2487
Apprch % 0 88.9 11.1 0 99.7 0 0.3 0 27 72.6 0 0.3 0 0 0 0
Total % 0 20.9 2.6 0 23.5 15.5 0 0 0 15.6 16.5 44.3 0 0.2 61 0 0 0 0 0
PCs and Peds 1098
% PCs and Peds 0 99.4 80 0 97.3 97.9 0 0 0 97.7 97.6 99.7 0 100 99.1 0 0 0 0 0 98.5
HVs / Busses
% HVs / Busses 0 0.6 20 0 2.7 2.1 0 100 0 2.3 2.4 0.3 0 0 0.9 0 0 0 0 0 1.5
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Columbus
From North
Liberty
From East
Columbus
Peak Hour Analysis From 04:00 PM to 05:45 PM - Peak 1 of 1
Peak Hour for Entire Intersection Begins at 04:30 PM
04:30 PM 0 92 9 0 101 68 0 0 0 68 59 160 0 0 219 0 0 0 0 0 388
04:45 PM 0 70 8 0 78 63 0 0 0 63 38 151 0 0 189 0 0 0 0 0 330
05:00 PM 0 83 7 0 90 58 0 0 0 58 80 172 0 5 257 0 0 0 0 0 405
05:15 PM 0 68 6 0 74 49 0 0 0 49 45 152 0 0 197 0 0 0 0 0 320
Total Volume 0 313 30 0 343 238 0 0 0 238 222 635 0 5 862 0 0 0 0 0 1443
% App. Total 0 91.3 8.7 0 100 0 0 0 25.8 73.7 0 0.6 0 0 0 0
PHF .000 .851 .833 .000 .849 .875 .000 .000 .000 .875 .694 .923 .000 .250 .839 .000 .000 .000 .000 .000 .891
Innovative Data, LLC
PO Box 468
Belchertown, Massachusetts
www.innovativedatallc.com or 1.413.668.5094
File Name : PM Peak - Columbus @ Liberty
Site Code : 5
Start Date : 11/29/2012
Page No : 1
N / S: E & W Columbus Avenue
Groups Printed- HVs / Busses
Columbus
From North
Liberty
From East
Columbus
04:00 PM 0 0 3 0 3 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 4
04:15 PM 0 1 0 0 1 2 0 0 0 2 2 0 0 0 2 0 0 0 0 0 5
04:30 PM 0 0 2 0 2 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 3
04:45 PM 0 1 2 0 3 1 0 0 0 1 1 2 0 0 3 0 0 0 0 0 7
Total 0 2 7 0 9 4 0 0 0 4 4 2 0 0 6 0 0 0 0 0 19
05:00 PM 0 0 1 0 1 2 0 0 0 2 2 1 0 0 3 0 0 0 0 0 6
05:15 PM 0 0 1 0 1 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 2
05:30 PM 0 0 1 0 1 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 2
05:45 PM 0 1 3 0 4 2 0 1 0 3 2 0 0 0 2 0 0 0 0 0 9
Total 0 1 6 0 7 4 0 1 0 5 6 1 0 0 7 0 0 0 0 0 19
Grand Total 0 3 13 0 16 8 0 1 0 9 10 3 0 0 13 0 0 0 0 0 38
Apprch % 0 18.8 81.2 0 88.9 0 11.1 0 76.9 23.1 0 0 0 0 0 0
Total % 0 7.9 34.2 0 42.1 21.1 0 2.6 0 23.7 26.3 7.9 0 0 34.2 0 0 0 0 0
Columbus
From North
Liberty
From East
Columbus
Start
Time
Right Thru Left Peds App. Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:15 PM 0 1 0 0 1 2 0 0 0 2 2 0 0 0 2 0 0 0 0 0 5
04:30 PM 0 0 2 0 2 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 3
04:45 PM 0 1 2 0 3 1 0 0 0 1 1 2 0 0 3 0 0 0 0 0 7
05:00 PM 0 0 1 0 1 2 0 0 0 2 2 1 0 0 3 0 0 0 0 0 6
Total Volume 0 2 5 0 7 6 0 0 0 6 5 3 0 0 8 0 0 0 0 0 21
% App. Total 0 28.6 71.4 0 100 0 0 0 62.5 37.5 0 0 0 0 0 0
PHF .000 .500 .625 .000 .583 .750 .000 .000 .000 .750 .625 .375 .000 .000 .667 .000 .000 .000 .000 .000 .750
PO Box 468
File Name : PM Peak - Main @ Bond
Site Code : 6
Start Date : 12/6/2012
Page No : 1
N / S: Main Street
E / W: Bond & St. George
Main
From North
Bond
From East
Main
From South
St. George
From West
Start Time Right Thru Left U Turns Peds App. Total Right Thru Left Peds App. Total Right Thru Left U Turns Peds App. Total Right Thru Left Peds App. Total Int. Total
04:00 PM 2 74 6 1 0 83 0 0 0 8 8 1 118 1 0 3 123 3 0 0 4 7 221
04:15 PM 1 70 6 1 0 78 0 0 0 10 10 6 88 0 0 0 94 3 0 0 3 6 188
04:30 PM 1 70 0 2 0 73 0 0 0 11 11 4 120 2 1 0 127 5 0 1 0 6 217
04:45 PM 2 79 3 0 0 84 0 0 0 5 5 3 96 3 0 0 102 4 0 2 5 11 202
Total 6 293 15 4 0 318 0 0 0 34 34 14 422 6 1 3 446 15 0 3 12 30 828
05:00 PM 5 59 0 3 0 67 0 0 0 8 8 3 119 2 0 1 125 13 0 3 0 16 216
05:15 PM 2 71 2 1 2 78 0 0 0 2 2 2 87 0 0 0 89 5 0 0 7 12 181
05:30 PM 0 60 1 0 0 61 0 0 0 5 5 2 80 0 0 0 82 6 0 1 2 9 157
05:45 PM 2 64 0 0 1 67 0 0 1 0 1 0 64 1 0 1 66 2 0 0 0 2 136
Total 9 254 3 4 3 273 0 0 1 15 16 7 350 3 0 2 362 26 0 4 9 39 690
Grand Total 15 547 18 8 3 591 0 0 1 49 50 21 772 9 1 5 808 41 0 7 21 69 1518
Apprch % 2.5 92.6 3 1.4 0.5 0 0 2 98 2.6 95.5 1.1 0.1 0.6 59.4 0 10.1 30.4
Total % 1 36 1.2 0.5 0.2 38.9 0 0 0.1 3.2 3.3 1.4 50.9 0.6 0.1 0.3 53.2 2.7 0 0.5 1.4 4.5
PCs and Peds 15 516 17 8 3 559 0 0 0 49 49 21 727 9 1 5 763 41 0 7 21 69 1440
% PCs and Peds 100 94.3 94.4 100 100 94.6 0 0 0 100 98 100 94.2 100 100 100 94.4 100 0 100 100 100 94.9
HVs / Busses
0 26 1 0 0 27 0 0 1 0 1 0 41 0 0 0 41 0 0 0 0 0 69
% HVs / Busses
Bicycles 0 5 0 0 0 5 0 0 0 0 0 0 4 0 0 0 4 0 0 0 0 0 9
% Bicycles 0 0.9 0 0 0 0.8 0 0 0 0 0 0 0.5 0 0 0 0.5 0 0 0 0 0 0.6
Main
From North
Bond
From East
Main
From South
St. George
From West
04:00 PM 2 74 6 1 0 83 0 0 0 8 8 1 118 1 0 3 123 3 0 0 4 7 221
04:15 PM 1 70 6 1 0 78 0 0 0 10 10 6 88 0 0 0 94 3 0 0 3 6 188
04:30 PM 1 70 0 2 0 73 0 0 0 11 11 4 120 2 1 0 127 5 0 1 0 6 217
04:45 PM 2 79 3 0 0 84 0 0 0 5 5 3 96 3 0 0 102 4 0 2 5 11 202
Total Volume 6 293 15 4 0 318 0 0 0 34 34 14 422 6 1 3 446 15 0 3 12 30 828
% App. Total 1.9 92.1 4.7 1.3 0 0 0 0 100 3.1 94.6 1.3 0.2 0.7 50 0 10 40
PHF .750 .927 .625 .500 .000 .946 .000 .000 .000 .773 .773 .583 .879 .500 .250 .250 .878 .750 .000 .375 .600 .682 .937
PO Box 468
File Name : PM Peak - Main @ Bond
Site Code : 6
Page No : 1
N / S: Main Street
E / W: Bond & St. George
Main
From North
Bond
From East
Main
From South
St. George
From West
04:00 PM 0 3 0 0 0 3 0 0 0 0 0 0 8 0 0 0 8 0 0 0 0 0 11
04:15 PM 0 3 0 0 0 3 0 0 0 0 0 0 4 0 0 0 4 0 0 0 0 0 7
04:30 PM 0 4 0 0 0 4 0 0 0 0 0 0 7 0 0 0 7 0 0 0 0 0 11
04:45 PM 0 3 1 0 0 4 0 0 0 0 0 0 2 0 0 0 2 0 0 0 0 0 6
Total 0 13 1 0 0 14 0 0 0 0 0 0 21 0 0 0 21 0 0 0 0 0 35
05:00 PM 0 3 0 0 0 3 0 0 0 0 0 0 5 0 0 0 5 0 0 0 0 0 8
05:15 PM 0 2 0 0 0 2 0 0 0 0 0 0 5 0 0 0 5 0 0 0 0 0 7
05:30 PM 0 3 0 0 0 3 0 0 0 0 0 0 3 0 0 0 3 0 0 0 0 0 6
05:45 PM 0 5 0 0 0 5 0 0 1 0 1 0 7 0 0 0 7 0 0 0 0 0 13
Total 0 13 0 0 0 13 0 0 1 0 1 0 20 0 0 0 20 0 0 0 0 0 34
Grand Total 0 26 1 0 0 27 0 0 1 0 1 0 41 0 0 0 41 0 0 0 0 0 69
Apprch % 0 96.3 3.7 0 0 0 0 100 0 0 100 0 0 0 0 0 0 0
Total % 0 37.7 1.4 0 0 39.1 0 0 1.4 0 1.4 0 59.4 0 0 0 59.4 0 0 0 0 0
Main
From North
Bond
From East
Main
From South
St. George
From West
04:00 PM 0 3 0 0 0 3 0 0 0 0 0 0 8 0 0 0 8 0 0 0 0 0 11
04:15 PM 0 3 0 0 0 3 0 0 0 0 0 0 4 0 0 0 4 0 0 0 0 0 7
04:30 PM 0 4 0 0 0 4 0 0 0 0 0 0 7 0 0 0 7 0 0 0 0 0 11
04:45 PM 0 3 1 0 0 4 0 0 0 0 0 0 2 0 0 0 2 0 0 0 0 0 6
Total Volume 0 13 1 0 0 14 0 0 0 0 0 0 21 0 0 0 21 0 0 0 0 0 35
% App. Total 0 92.9 7.1 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0
PHF .000 .813 .250 .000 .000 .875 .000 .000 .000 .000 .000 .000 .656 .000 .000 .000 .656 .000 .000 .000 .000 .000 .795
PO Box 468
File Name : PM Peak - Main @ Boylston
Site Code : 7
Start Date : 11/29/2012
Page No : 1
N / S: Main Street
E / W: Boylston Street
Main
From North From East
Main
From South
Boylston
From West
04:00 PM 1 85 0 0 86 0 0 0 0 0 11 76 0 0 87 3 0 12 8 23 196
04:15 PM 1 92 0 0 93 0 0 0 0 0 7 91 6 0 104 7 0 7 11 25 222
04:30 PM 7 82 0 0 89 0 0 0 0 0 5 99 6 0 110 7 0 6 5 18 217
04:45 PM 3 84 1 0 88 0 0 0 0 0 5 94 3 0 102 4 0 7 5 16 206
Total 12 343 1 0 356 0 0 0 0 0 28 360 15 0 403 21 0 32 29 82 841
05:00 PM 2 66 0 0 68 0 0 0 0 0 1 87 6 0 94 13 0 6 4 23 185
05:15 PM 0 68 0 0 68 0 0 0 0 0 3 72 5 0 80 0 0 4 6 10 158
05:30 PM 1 57 0 0 58 0 0 0 0 0 2 60 4 0 66 1 0 2 4 7 131
05:45 PM 0 60 0 1 61 0 0 0 0 0 0 43 1 0 44 0 0 1 4 5 110
Total 3 251 0 1 255 0 0 0 0 0 6 262 16 0 284 14 0 13 18 45 584
Grand Total 15 594 1 1 611 0 0 0 0 0 34 622 31 0 687 35 0 45 47 127 1425
Apprch % 2.5 97.2 0.2 0.2 0 0 0 0 4.9 90.5 4.5 0 27.6 0 35.4 37
Total % 1.1 41.7 0.1 0.1 42.9 0 0 0 0 0 2.4 43.6 2.2 0 48.2 2.5 0 3.2 3.3 8.9
PCs and Peds
% PCs and Peds 100 98.3 100 100 98.4 0 0 0 0 0 100 98.1 93.5 0 98 94.3 0 100 100 98.4 98.2
HVs / Busses
% HVs / Busses 0 0.8 0 0 0.8 0 0 0 0 0 0 1.1 6.5 0 1.3 5.7 0 0 0 1.6 1.1
Bicycles 0 5 0 0 5 0 0 0 0 0 0 5 0 0 5 0 0 0 0 0 10
% Bicycles 0 0.8 0 0 0.8 0 0 0 0 0 0 0.8 0 0 0.7 0 0 0 0 0 0.7
Main
Main
From South
Boylston
From West
04:00 PM 1 85 0 0 86 0 0 0 0 0 11 76 0 0 87 3 0 12 8 23 196
04:15 PM 1 92 0 0 93 0 0 0 0 0 7 91 6 0 104 7 0 7 11 25 222
04:30 PM 7 82 0 0 89 0 0 0 0 0 5 99 6 0 110 7 0 6 5 18 217
04:45 PM 3 84 1 0 88 0 0 0 0 0 5 94 3 0 102 4 0 7 5 16 206
Total Volume 12 343 1 0 356 0 0 0 0 0 28 360 15 0 403 21 0 32 29 82 841
% App. Total 3.4 96.3 0.3 0 0 0 0 0 6.9 89.3 3.7 0 25.6 0 39 35.4
PHF .429 .932 .250 .000 .957 .000 .000 .000 .000 .000 .636 .909 .625 .000 .916 .750 .000 .667 .659 .820 .947
PO Box 468
File Name : PM Peak - Main @ Emery
Site Code : 8
Start Date : 11/29/2012
Page No : 1
N / S: Main Street (Southbound)
E / W: Emery Street
Main
Main
From South
Emery
From West
04:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:15 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:30 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:45 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:15 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:30 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:45 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Grand Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Apprch % 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total %
Main
Main
From South
Emery
From West
04:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:15 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:30 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:45 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Volume 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% App. Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
PHF .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000
PO Box 468
File Name : PM Peak - Main @ Emery
Site Code : 8
Start Date : 11/29/2012
Page No : 1
N / S: Main Street (Southbound)
E / W: Emery Street
Main
Main
From South
Emery
From West
04:00 PM 10 93 0 0 103 0 0 0 0 0 0 0 0 0 0 12 0 0 0 12 115
04:15 PM 11 86 0 1 98 0 0 0 0 0 0 0 0 0 0 16 0 0 0 16 114
04:30 PM 8 84 0 2 94 0 0 0 0 0 0 3 0 0 3 17 0 0 0 17 114
04:45 PM 9 88 0 0 97 0 0 0 0 0 0 0 0 0 0 19 0 0 0 19 116
Total 38 351 0 3 392 0 0 0 0 0 0 3 0 0 3 64 0 0 0 64 459
05:00 PM 5 77 0 0 82 0 0 0 0 0 0 0 0 0 0 22 0 0 0 22 104
05:15 PM 5 64 0 0 69 0 0 0 0 0 0 0 0 0 0 22 0 0 0 22 91
05:30 PM 4 60 0 0 64 0 0 0 0 0 0 0 0 0 0 8 0 0 0 8 72
05:45 PM 0 59 0 0 59 1 0 0 0 1 0 0 0 0 0 14 0 0 0 14 74
Total 14 260 0 0 274 1 0 0 0 1 0 0 0 0 0 66 0 0 0 66 341
Grand Total 52 611 0 3 666 1 0 0 0 1 0 3 0 0 3 130 0 0 0 130 800
Apprch % 7.8 91.7 0 0.5 100 0 0 0 0 100 0 0 100 0 0 0
Total % 6.5 76.4 0 0.4 83.2 0.1 0 0 0 0.1 0 0.4 0 0 0.4 16.2 0 0 0 16.2
PCs and Peds
% PCs and Peds 100 94.8 0 0 94.7 100 0 0 0 100 0 0 0 0 0 98.5 0 0 0 98.5 95
HVs / Busses
% HVs / Busses 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Bicycles 0 32 0 3 35 0 0 0 0 0 0 3 0 0 3 2 0 0 0 2 40
% Bicycles 0 5.2 0 100 5.3 0 0 0 0 0 0 100 0 0 100 1.5 0 0 0 1.5 5
Main
Main
From South
Emery
From West
04:00 PM 10 93 0 0 103 0 0 0 0 0 0 0 0 0 0 12 0 0 0 12 115
04:15 PM 11 86 0 1 98 0 0 0 0 0 0 0 0 0 0 16 0 0 0 16 114
04:30 PM 8 84 0 2 94 0 0 0 0 0 0 3 0 0 3 17 0 0 0 17 114
04:45 PM 9 88 0 0 97 0 0 0 0 0 0 0 0 0 0 19 0 0 0 19 116
Total Volume 38 351 0 3 392 0 0 0 0 0 0 3 0 0 3 64 0 0 0 64 459
% App. Total 9.7 89.5 0 0.8 0 0 0 0 0 100 0 0 100 0 0 0
PHF .864 .944 .000 .375 .951 .000 .000 .000 .000 .000 .000 .250 .000 .000 .250 .842 .000 .000 .000 .842 .989
PO Box 468
File Name : PM Peak - Main @ Boylston
Site Code : 7
Start Date : 11/29/2012
Page No : 1
N / S: Main Street
E / W: Boylston Street
Main
Main
From South
Boylston
From West
04:00 PM 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1
04:15 PM 0 2 0 0 2 0 0 0 0 0 0 1 1 0 2 0 0 0 0 0 4
04:30 PM 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1
04:45 PM 0 1 0 0 1 0 0 0 0 0 0 0 1 0 1 1 0 0 0 1 3
Total 0 5 0 0 5 0 0 0 0 0 0 1 2 0 3 1 0 0 0 1 9
05:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1
05:15 PM 0 0 0 0 0 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 2
05:30 PM 0 0 0 0 0 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 2
05:45 PM 0 0 0 0 0 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 2
Total 0 0 0 0 0 0 0 0 0 0 0 6 0 0 6 1 0 0 0 1 7
Grand Total 0 5 0 0 5 0 0 0 0 0 0 7 2 0 9 2 0 0 0 2 16
Apprch % 0 100 0 0 0 0 0 0 0 77.8 22.2 0 100 0 0 0
Total % 0 31.2 0 0 31.2 0 0 0 0 0 0 43.8 12.5 0 56.2 12.5 0 0 0 12.5
Main
Main
From South
Boylston
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1
04:15 PM 0 2 0 0 2 0 0 0 0 0 0 1 1 0 2 0 0 0 0 0 4
04:30 PM 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1
04:45 PM 0 1 0 0 1 0 0 0 0 0 0 0 1 0 1 1 0 0 0 1 3
Total Volume 0 5 0 0 5 0 0 0 0 0 0 1 2 0 3 1 0 0 0 1 9
% App. Total 0 100 0 0 0 0 0 0 0 33.3 66.7 0 100 0 0 0
PHF .000 .625 .000 .000 .625 .000 .000 .000 .000 .000 .000 .250 .500 .000 .375 .250 .000 .000 .000 .250 .563
PO Box 468
File Name : PM Peak - Main @ Congress
Site Code : 9
Start Date : 11/29/2012
Page No : 1
N / S: Main Street
E / W: Congress / Driveway
Main
From North
Congress
From East
Main
From South
Republican
From West
04:00 PM 0 76 26 1 0 103 28 0 14 8 50 7 52 0 1 1 61 0 0 0 5 5 219
04:15 PM 0 76 30 2 3 111 20 0 8 8 36 7 88 0 0 4 99 0 0 0 10 10 256
04:30 PM 0 75 28 0 1 104 30 0 16 5 51 3 78 0 0 0 81 0 0 0 5 5 241
04:45 PM 0 72 28 4 1 105 18 0 12 5 35 6 76 0 0 2 84 0 0 0 6 6 230
Total 0 299 112 7 5 423 96 0 50 26 172 23 294 0 1 7 325 0 0 0 26 26 946
05:00 PM 0 67 31 0 0 98 16 0 20 1 37 6 65 0 2 0 73 0 0 0 0 0 208
05:15 PM 0 61 17 4 0 82 20 0 10 1 31 13 53 1 0 2 69 0 0 0 7 7 189
05:30 PM 0 52 16 1 0 69 18 0 14 4 36 5 47 0 0 1 53 0 0 0 5 5 163
05:45 PM 0 49 20 0 0 69 8 0 12 1 21 9 43 0 0 1 53 0 0 0 4 4 147
Total 0 229 84 5 0 318 62 0 56 7 125 33 208 1 2 4 248 0 0 0 16 16 707
Grand Total 0 528 196 12 5 741 158 0 106 33 297 56 502 1 3 11 573 0 0 0 42 42 1653
Apprch % 0 71.3 26.5 1.6 0.7 53.2 0 35.7 11.1 9.8 87.6 0.2 0.5 1.9 0 0 0 100
Total % 0 31.9 11.9 0.7 0.3 44.8 9.6 0 6.4 2 18 3.4 30.4 0.1 0.2 0.7 34.7 0 0 0 2.5 2.5
PCs and Peds 0 507 193 12 5 717 151 0 105 33 289 55 457 1 3 11 527 0 0 0 42 42 1575
% PCs and Peds 0 96 98.5 100 100 96.8 95.6 0 99.1 100 97.3 98.2 91 100 100 100 92 0 0 0 100 100 95.3
HVs / Busses
0 20 2 0 0 22 7 0 1 0 8 1 38 0 0 0 39 0 0 0 0 0 69
% HVs / Busses
Bicycles 0 1 1 0 0 2 0 0 0 0 0 0 7 0 0 0 7 0 0 0 0 0 9
% Bicycles 0 0.2 0.5 0 0 0.3 0 0 0 0 0 0 1.4 0 0 0 1.2 0 0 0 0 0 0.5
Main
From North
Congress
From East
Main
From South
Republican
From West
04:00 PM 0 76 26 1 0 103 28 0 14 8 50 7 52 0 1 1 61 0 0 0 5 5 219
04:15 PM 0 76 30 2 3 111 20 0 8 8 36 7 88 0 0 4 99 0 0 0 10 10 256
04:30 PM 0 75 28 0 1 104 30 0 16 5 51 3 78 0 0 0 81 0 0 0 5 5 241
04:45 PM 0 72 28 4 1 105 18 0 12 5 35 6 76 0 0 2 84 0 0 0 6 6 230
Total Volume 0 299 112 7 5 423 96 0 50 26 172 23 294 0 1 7 325 0 0 0 26 26 946
% App. Total 0 70.7 26.5 1.7 1.2 55.8 0 29.1 15.1 7.1 90.5 0 0.3 2.2 0 0 0 100
PHF .000 .984 .933 .438 .417 .953 .800 .000 .781 .813 .843 .821 .835 .000 .250 .438 .821 .000 .000 .000 .650 .650 .924
PO Box 468
File Name : PM Peak - Main @ Congress
Site Code : 9
Start Date : 11/29/2012
Page No : 1
N / S: Main Street
E / W: Congress / Driveway
Main
From North
Congress
From East
Main
From South
Republican
From West
04:00 PM 0 4 0 0 0 4 0 0 0 0 0 1 5 0 0 0 6 0 0 0 0 0 10
04:15 PM 0 1 2 0 0 3 2 0 0 0 2 0 8 0 0 0 8 0 0 0 0 0 13
04:30 PM 0 4 0 0 0 4 0 0 0 0 0 0 4 0 0 0 4 0 0 0 0 0 8
04:45 PM 0 3 0 0 0 3 1 0 1 0 2 0 1 0 0 0 1 0 0 0 0 0 6
Total 0 12 2 0 0 14 3 0 1 0 4 1 18 0 0 0 19 0 0 0 0 0 37
05:00 PM 0 2 0 0 0 2 0 0 0 0 0 0 5 0 0 0 5 0 0 0 0 0 7
05:15 PM 0 1 0 0 0 1 1 0 0 0 1 0 6 0 0 0 6 0 0 0 0 0 8
05:30 PM 0 2 0 0 0 2 1 0 0 0 1 0 4 0 0 0 4 0 0 0 0 0 7
05:45 PM 0 3 0 0 0 3 2 0 0 0 2 0 5 0 0 0 5 0 0 0 0 0 10
Total 0 8 0 0 0 8 4 0 0 0 4 0 20 0 0 0 20 0 0 0 0 0 32
Grand Total 0 20 2 0 0 22 7 0 1 0 8 1 38 0 0 0 39 0 0 0 0 0 69
Apprch % 0 90.9 9.1 0 0 87.5 0 12.5 0 2.6 97.4 0 0 0 0 0 0 0
Total % 0 29 2.9 0 0 31.9 10.1 0 1.4 0 11.6 1.4 55.1 0 0 0 56.5 0 0 0 0 0
Main
From North
Congress
From East
Main
From South
Republican
From West
04:00 PM 0 4 0 0 0 4 0 0 0 0 0 1 5 0 0 0 6 0 0 0 0 0 10
04:15 PM 0 1 2 0 0 3 2 0 0 0 2 0 8 0 0 0 8 0 0 0 0 0 13
04:30 PM 0 4 0 0 0 4 0 0 0 0 0 0 4 0 0 0 4 0 0 0 0 0 8
04:45 PM 0 3 0 0 0 3 1 0 1 0 2 0 1 0 0 0 1 0 0 0 0 0 6
Total Volume 0 12 2 0 0 14 3 0 1 0 4 1 18 0 0 0 19 0 0 0 0 0 37
% App. Total 0 85.7 14.3 0 0 75 0 25 0 5.3 94.7 0 0 0 0 0 0 0
PHF .000 .750 .250 .000 .000 .875 .375 .000 .250 .000 .500 .250 .563 .000 .000 .000 .594 .000 .000 .000 .000 .000 .712
PO Box 468
File Name : PM Peak - Main @ Liberty
Site Code : 10
Page No : 1
N / S: Main Street
Main
From North
Liberty
From East
Main
From South
Liberty
From West
Start Time Right Thru Left Peds App. Total Right Thru Left Peds App. Total Right Thru Left U Turns Peds App. Total Right Thru Left Peds App. Total Int. Total
04:00 PM 9 59 14 9 91 11 33 14 0 58 16 43 7 2 18 86 22 48 10 8 88 323
04:15 PM 15 56 17 9 97 20 32 24 3 79 24 36 8 2 4 74 14 38 15 13 80 330
04:30 PM 15 53 12 6 86 19 44 29 2 94 22 53 7 2 9 93 19 56 9 9 93 366
04:45 PM 13 59 8 15 95 15 33 20 2 70 18 53 4 1 11 87 14 38 9 21 82 334
Total 52 227 51 39 369 65 142 87 7 301 80 185 26 7 42 340 69 180 43 51 343 1353
05:00 PM 17 50 18 4 89 7 32 14 0 53 19 47 11 3 16 96 18 59 18 4 99 337
05:15 PM 12 45 9 0 66 7 21 20 1 49 10 33 5 6 18 72 19 40 13 2 74 261
05:30 PM 11 50 10 2 73 9 14 24 6 53 8 35 4 1 6 54 13 31 12 3 59 239
05:45 PM 8 49 5 4 66 9 20 21 5 55 13 20 4 8 7 52 12 24 14 4 54 227
Total 48 194 42 10 294 32 87 79 12 210 50 135 24 18 47 274 62 154 57 13 286 1064
Grand Total 100 421 93 49 663 97 229 166 19 511 130 320 50 25 89 614 131 334 100 64 629 2417
Apprch % 15.1 63.5 14 7.4 19 44.8 32.5 3.7 21.2 52.1 8.1 4.1 14.5 20.8 53.1 15.9 10.2
Total % 4.1 17.4 3.8 2 27.4 4 9.5 6.9 0.8 21.1 5.4 13.2 2.1 1 3.7 25.4 5.4 13.8 4.1 2.6 26
PCs and Peds 96 401 92 48 637 93 225 151 19 488 130 310 48 25 89 602 72 313 59 64 508 2235
% PCs and Peds 96 95.2 98.9 98 96.1 95.9 98.3 91 100 95.5 100 96.9 96 100 100 98 55 93.7 59 100 80.8 92.5
HVs / Busses 3 16 1 1 21 2 3 15 0 20 0 4 1 0 0 5 54 17 41 0 112 158
% HVs / Busses 3 3.8 1.1 2 3.2 2.1 1.3 9 0 3.9 0 1.2 2 0 0 0.8 41.2 5.1 41 0 17.8 6.5
Bicycles 1 4 0 0 5 2 1 0 0 3 0 6 1 0 0 7 5 4 0 0 9 24
% Bicycles 1 1 0 0 0.8 2.1 0.4 0 0 0.6 0 1.9 2 0 0 1.1 3.8 1.2 0 0 1.4 1
Main
From North
Liberty
From East
Main
From South
Liberty
From West
04:15 PM 15 56 17 9 97 20 32 24 3 79 24 36 8 2 4 74 14 38 15 13 80 330
04:30 PM 15 53 12 6 86 19 44 29 2 94 22 53 7 2 9 93 19 56 9 9 93 366
04:45 PM 13 59 8 15 95 15 33 20 2 70 18 53 4 1 11 87 14 38 9 21 82 334
05:00 PM 17 50 18 4 89 7 32 14 0 53 19 47 11 3 16 96 18 59 18 4 99 337
Total Volume 60 218 55 34 367 61 141 87 7 296 83 189 30 8 40 350 65 191 51 47 354 1367
% App. Total 16.3 59.4 15 9.3 20.6 47.6 29.4 2.4 23.7 54 8.6 2.3 11.4 18.4 54 14.4 13.3
PHF .882 .924 .764 .567 .946 .763 .801 .750 .583 .787 .865 .892 .682 .667 .625 .911 .855 .809 .708 .560 .894 .934
PO Box 468
File Name : PM Peak - Main @ Liberty
Site Code : 10
Page No : 1
N / S: Main Street
Main
From North
Liberty
From East
Main
From South
Liberty
From West
04:00 PM 0 1 0 0 1 0 1 1 0 2 0 0 0 0 0 0 8 3 5 0 16 19
04:15 PM 0 2 0 0 2 0 1 3 0 4 0 1 0 0 0 1 5 3 7 0 15 22
04:30 PM 1 2 0 0 3 1 1 2 0 4 0 2 0 0 0 2 7 2 2 0 11 20
04:45 PM 1 2 0 0 3 1 0 1 0 2 0 0 0 0 0 0 6 1 2 0 9 14
Total 2 7 0 0 9 2 3 7 0 12 0 3 0 0 0 3 26 9 16 0 51 75
05:00 PM 0 5 1 0 6 0 0 2 0 2 0 0 0 0 0 0 8 3 7 0 18 26
05:15 PM 0 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 6 2 5 0 13 15
05:30 PM 1 1 0 1 3 0 0 3 0 3 0 0 0 0 0 0 8 2 3 0 13 19
05:45 PM 0 2 0 0 2 0 0 3 0 3 0 0 1 0 0 1 6 1 10 0 17 23
Total 1 9 1 1 12 0 0 8 0 8 0 1 1 0 0 2 28 8 25 0 61 83
Grand Total 3 16 1 1 21 2 3 15 0 20 0 4 1 0 0 5 54 17 41 0 112 158
Apprch % 14.3 76.2 4.8 4.8 10 15 75 0 0 80 20 0 0 48.2 15.2 36.6 0
Total % 1.9 10.1 0.6 0.6 13.3 1.3 1.9 9.5 0 12.7 0 2.5 0.6 0 0 3.2 34.2 10.8 25.9 0 70.9
Main
From North
Liberty
From East
Main
From South
Liberty
From West
05:00 PM 0 5 1 0 6 0 0 2 0 2 0 0 0 0 0 0 8 3 7 0 18 26
05:15 PM 0 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 6 2 5 0 13 15
05:30 PM 1 1 0 1 3 0 0 3 0 3 0 0 0 0 0 0 8 2 3 0 13 19
05:45 PM 0 2 0 0 2 0 0 3 0 3 0 0 1 0 0 1 6 1 10 0 17 23
Total Volume 1 9 1 1 12 0 0 8 0 8 0 1 1 0 0 2 28 8 25 0 61 83
% App. Total 8.3 75 8.3 8.3 0 0 100 0 0 50 50 0 0 45.9 13.1 41 0
PHF .250 .450 .250 .250 .500 .000 .000 .667 .000 .667 .000 .250 .250 .000 .000 .500 .875 .667 .625 .000 .847 .798
PO Box 468
File Name : PM Peak - Liberty @ Boylston
Site Code : 11
Start Date : 11/29/2012
Page No : 1
N / S: Boylston Street
Boylston
From North
Liberty
From East From South
Liberty
From West
04:00 PM 0 0 1 0 1 1 42 0 0 43 0 0 0 5 5 0 54 2 0 56 105
04:15 PM 1 0 3 0 4 1 55 0 0 56 0 0 0 3 3 0 71 0 0 71 134
04:30 PM 2 0 1 0 3 4 61 0 0 65 0 0 0 1 1 0 69 1 0 70 139
04:45 PM 1 0 1 0 2 3 54 0 0 57 0 0 0 0 0 0 45 1 0 46 105
Total 4 0 6 0 10 9 212 0 0 221 0 0 0 9 9 0 239 4 0 243 483
05:00 PM 2 0 3 0 5 1 69 0 0 70 0 0 0 0 0 0 87 1 0 88 163
05:15 PM 1 0 3 0 4 2 42 0 0 44 0 0 0 0 0 0 45 1 0 46 94
05:30 PM 2 0 1 0 3 1 34 0 0 35 0 0 0 5 5 0 52 0 0 52 95
05:45 PM 0 0 4 0 4 4 30 0 0 34 0 0 0 3 3 0 42 1 0 43 84
Total 5 0 11 0 16 8 175 0 0 183 0 0 0 8 8 0 226 3 0 229 436
Grand Total 9 0 17 0 26 17 387 0 0 404 0 0 0 17 17 0 465 7 0 472 919
Apprch % 34.6 0 65.4 0 4.2 95.8 0 0 0 0 0 100 0 98.5 1.5 0
Total % 1 0 1.8 0 2.8 1.8 42.1 0 0 44 0 0 0 1.8 1.8 0 50.6 0.8 0 51.4
PCs and Peds
% PCs and Peds 100 0 11.8 0 42.3 100 97.9 0 0 98 0 0 0 100 100 0 93.8 85.7 0 93.6 94.2
HVs / Busses
% HVs / Busses 0 0 88.2 0 57.7 0 2.1 0 0 2 0 0 0 0 0 0 4.9 14.3 0 5.1 5.1
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6 0 0 6 6
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1.3 0 0 1.3 0.7
Boylston
From North
Liberty
Liberty
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:15 PM 1 0 3 0 4 1 55 0 0 56 0 0 0 3 3 0 71 0 0 71 134
04:30 PM 2 0 1 0 3 4 61 0 0 65 0 0 0 1 1 0 69 1 0 70 139
04:45 PM 1 0 1 0 2 3 54 0 0 57 0 0 0 0 0 0 45 1 0 46 105
05:00 PM 2 0 3 0 5 1 69 0 0 70 0 0 0 0 0 0 87 1 0 88 163
Total Volume 6 0 8 0 14 9 239 0 0 248 0 0 0 4 4 0 272 3 0 275 541
% App. Total 42.9 0 57.1 0 3.6 96.4 0 0 0 0 0 100 0 98.9 1.1 0
PHF .750 .000 .667 .000 .700 .563 .866 .000 .000 .886 .000 .000 .000 .333 .333 .000 .782 .750 .000 .781 .830
PO Box 468
File Name : PM Peak - Liberty @ Boylston
Site Code : 11
Start Date : 11/29/2012
Page No : 1
N / S: Boylston Street
Boylston
From North
Liberty
Liberty
From West
04:00 PM 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 2 0 0 2 3
04:15 PM 0 0 3 0 3 0 3 0 0 3 0 0 0 0 0 0 2 0 0 2 8
04:30 PM 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 3 0 0 3 4
04:45 PM 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 2 0 0 2 4
Total 0 0 5 0 5 0 5 0 0 5 0 0 0 0 0 0 9 0 0 9 19
05:00 PM 0 0 2 0 2 0 1 0 0 1 0 0 0 0 0 0 3 0 0 3 6
05:15 PM 0 0 3 0 3 0 0 0 0 0 0 0 0 0 0 0 2 0 0 2 5
05:30 PM 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 3 0 0 3 4
05:45 PM 0 0 4 0 4 0 2 0 0 2 0 0 0 0 0 0 6 1 0 7 13
Total 0 0 10 0 10 0 3 0 0 3 0 0 0 0 0 0 14 1 0 15 28
Grand Total 0 0 15 0 15 0 8 0 0 8 0 0 0 0 0 0 23 1 0 24 47
Apprch % 0 0 100 0 0 100 0 0 0 0 0 0 0 95.8 4.2 0
Total % 0 0 31.9 0 31.9 0 17 0 0 17 0 0 0 0 0 0 48.9 2.1 0 51.1
Boylston
From North
Liberty
Liberty
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
05:00 PM 0 0 2 0 2 0 1 0 0 1 0 0 0 0 0 0 3 0 0 3 6
05:15 PM 0 0 3 0 3 0 0 0 0 0 0 0 0 0 0 0 2 0 0 2 5
05:30 PM 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 3 0 0 3 4
05:45 PM 0 0 4 0 4 0 2 0 0 2 0 0 0 0 0 0 6 1 0 7 13
Total Volume 0 0 10 0 10 0 3 0 0 3 0 0 0 0 0 0 14 1 0 15 28
% App. Total 0 0 100 0 0 100 0 0 0 0 0 0 0 93.3 6.7 0
PHF .000 .000 .625 .000 .625 .000 .375 .000 .000 .375 .000 .000 .000 .000 .000 .000 .583 .250 .000 .536 .538
PO Box 468
File Name : PM Peak - Dwight @ Bond
Site Code : 12
Page No : 1
N / S: Dwight Street
E / W: Bond Street
Dwight
From North
Bond
From East
Dwight
From South
Bond
From West
04:00 PM 0 90 0 4 94 0 0 0 0 0 16 35 0 1 52 19 0 0 2 21 167
04:15 PM 0 67 0 1 68 4 0 0 1 5 20 49 0 0 69 17 0 0 3 20 162
04:30 PM 0 81 0 4 85 1 0 0 1 2 28 38 0 2 68 23 0 0 3 26 181
04:45 PM 0 86 0 6 92 3 0 0 0 3 16 41 0 1 58 22 0 0 1 23 176
Total 0 324 0 15 339 8 0 0 2 10 80 163 0 4 247 81 0 0 9 90 686
05:00 PM 0 78 0 7 85 1 0 0 1 2 25 38 0 0 63 15 0 0 1 16 166
05:15 PM 0 70 0 0 70 0 0 0 0 0 17 35 0 2 54 9 0 0 0 9 133
05:30 PM 0 64 0 0 64 1 0 1 3 5 8 38 0 0 46 10 0 0 5 15 130
05:45 PM 0 57 0 0 57 1 0 0 0 1 8 27 0 0 35 8 0 0 3 11 104
Total 0 269 0 7 276 3 0 1 4 8 58 138 0 2 198 42 0 0 9 51 533
Grand Total 0 593 0 22 615 11 0 1 6 18 138 301 0 6 445 123 0 0 18 141 1219
Apprch % 0 96.4 0 3.6 61.1 0 5.6 33.3 31 67.6 0 1.3 87.2 0 0 12.8
Total % 0 48.6 0 1.8 50.5 0.9 0 0.1 0.5 1.5 11.3 24.7 0 0.5 36.5 10.1 0 0 1.5 11.6
PCs and Peds
% PCs and Peds 0 96.1 0 95.5 96.1 90.9 0 100 100 94.4 100 97 0 83.3 97.8 99.2 0 0 100 99.3 97
HVs / Busses
% HVs / Busses 0 3.9 0 0 3.7 0 0 0 0 0 0 3 0 0 2 0.8 0 0 0 0.7 2.7
Bicycles 0 0 0 1 1 1 0 0 0 1 0 0 0 1 1 0 0 0 0 0 3
% Bicycles 0 0 0 4.5 0.2 9.1 0 0 0 5.6 0 0 0 16.7 0.2 0 0 0 0 0 0.2
Dwight
From North
Bond
From East
Dwight
From South
Bond
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 0 90 0 4 94 0 0 0 0 0 16 35 0 1 52 19 0 0 2 21 167
04:15 PM 0 67 0 1 68 4 0 0 1 5 20 49 0 0 69 17 0 0 3 20 162
04:30 PM 0 81 0 4 85 1 0 0 1 2 28 38 0 2 68 23 0 0 3 26 181
04:45 PM 0 86 0 6 92 3 0 0 0 3 16 41 0 1 58 22 0 0 1 23 176
Total Volume 0 324 0 15 339 8 0 0 2 10 80 163 0 4 247 81 0 0 9 90 686
% App. Total 0 95.6 0 4.4 80 0 0 20 32.4 66 0 1.6 90 0 0 10
PHF .000 .900 .000 .625 .902 .500 .000 .000 .500 .500 .714 .832 .000 .500 .895 .880 .000 .000 .750 .865 .948
PO Box 468
File Name : PM Peak - Dwight @ Bond
Site Code : 12
Page No : 1
E / W: Bond Street
Dwight
From North
Bond
From East
Dwight
From South
Bond
From West
04:00 PM 0 5 0 0 5 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 6
04:15 PM 0 3 0 0 3 0 0 0 0 0 0 2 0 0 2 1 0 0 0 1 6
04:30 PM 0 4 0 0 4 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 6
04:45 PM 0 2 0 0 2 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 3
Total 0 14 0 0 14 0 0 0 0 0 0 6 0 0 6 1 0 0 0 1 21
05:00 PM 0 3 0 0 3 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 4
05:15 PM 0 1 0 0 1 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 3
05:30 PM 0 2 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2
05:45 PM 0 3 0 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3
Total 0 9 0 0 9 0 0 0 0 0 0 3 0 0 3 0 0 0 0 0 12
Grand Total 0 23 0 0 23 0 0 0 0 0 0 9 0 0 9 1 0 0 0 1 33
Apprch % 0 100 0 0 0 0 0 0 0 100 0 0 100 0 0 0
Total % 0 69.7 0 0 69.7 0 0 0 0 0 0 27.3 0 0 27.3 3 0 0 0 3
Dwight
From North
Bond
From East
Dwight
From South
Bond
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 0 5 0 0 5 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 6
04:15 PM 0 3 0 0 3 0 0 0 0 0 0 2 0 0 2 1 0 0 0 1 6
04:30 PM 0 4 0 0 4 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 6
04:45 PM 0 2 0 0 2 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 3
Total Volume 0 14 0 0 14 0 0 0 0 0 0 6 0 0 6 1 0 0 0 1 21
% App. Total 0 100 0 0 0 0 0 0 0 100 0 0 100 0 0 0
PHF .000 .700 .000 .000 .700 .000 .000 .000 .000 .000 .000 .750 .000 .000 .750 .250 .000 .000 .000 .250 .875
PO Box 468
File Name : PM Peak - Dwight @ I-291 EB Ramps (Turns)
Site Code : 14
Page No : 1
E / W: I-291 WB Ramps
Dwight
From North
I-291 EB On Ramp
From East
Dwight
From South
I-291 EB Off Ramp
From West
04:00 PM 0 0 1 0 1 0 0 0 0 0 70 0 0 0 70 20 0 16 2 38 109
04:15 PM 0 0 0 0 0 0 0 0 0 0 66 0 0 0 66 27 0 19 4 50 116
04:30 PM 0 0 2 0 2 0 0 0 0 0 103 0 0 0 103 19 0 9 1 29 134
04:45 PM 0 0 3 0 3 0 0 0 0 0 82 0 0 0 82 20 0 7 1 28 113
Total 0 0 6 0 6 0 0 0 0 0 321 0 0 0 321 86 0 51 8 145 472
05:00 PM 0 0 5 0 5 0 0 0 0 0 95 0 0 0 95 12 0 11 1 24 124
05:15 PM 0 0 1 0 1 0 0 0 0 0 65 0 0 0 65 24 0 6 3 33 99
05:30 PM 0 0 1 0 1 0 0 0 0 0 57 0 0 0 57 16 0 16 0 32 90
05:45 PM 0 0 1 0 1 0 0 0 0 0 40 0 0 0 40 13 0 8 0 21 62
Total 0 0 8 0 8 0 0 0 0 0 257 0 0 0 257 65 0 41 4 110 375
Grand Total 0 0 14 0 14 0 0 0 0 0 578 0 0 0 578 151 0 92 12 255 847
Apprch % 0 0 100 0 0 0 0 0 100 0 0 0 59.2 0 36.1 4.7
Total % 0 0 1.7 0 1.7 0 0 0 0 0 68.2 0 0 0 68.2 17.8 0 10.9 1.4 30.1
PCs and Peds
% PCs and Peds 0 0 100 0 100 0 0 0 0 0 99.3 0 0 0 99.3 99.3 0 100 100 99.6 99.4
HVs / Busses
% HVs / Busses 0 0 0 0 0 0 0 0 0 0 0.7 0 0 0 0.7 0.7 0 0 0 0.4 0.6
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Dwight
From North
I-291 EB On Ramp
From East
Dwight
From South
I-291 EB Off Ramp
From West
04:15 PM 0 0 0 0 0 0 0 0 0 0 66 0 0 0 66 27 0 19 4 50 116
04:30 PM 0 0 2 0 2 0 0 0 0 0 103 0 0 0 103 19 0 9 1 29 134
04:45 PM 0 0 3 0 3 0 0 0 0 0 82 0 0 0 82 20 0 7 1 28 113
05:00 PM 0 0 5 0 5 0 0 0 0 0 95 0 0 0 95 12 0 11 1 24 124
Total Volume 0 0 10 0 10 0 0 0 0 0 346 0 0 0 346 78 0 46 7 131 487
% App. Total 0 0 100 0 0 0 0 0 100 0 0 0 59.5 0 35.1 5.3
PHF .000 .000 .500 .000 .500 .000 .000 .000 .000 .000 .840 .000 .000 .000 .840 .722 .000 .605 .438 .655 .909
PO Box 468
File Name : PM Peak - Dwight @ I-291 EB Ramps (Turns)
Site Code : 14
Page No : 1
Dwight
From North
I-291 EB On Ramp
From East
Dwight
From South
I-291 EB Off Ramp
From West
04:00 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 1
04:15 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 0 1 2
04:30 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:45 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 2 0 0 0 2 1 0 0 0 1 3
05:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:15 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:30 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 1
05:45 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 1
Total 0 0 0 0 0 0 0 0 0 0 2 0 0 0 2 0 0 0 0 0 2
Grand Total 0 0 0 0 0 0 0 0 0 0 4 0 0 0 4 1 0 0 0 1 5
Apprch % 0 0 0 0 0 0 0 0 100 0 0 0 100 0 0 0
Total % 0 0 0 0 0 0 0 0 0 0 80 0 0 0 80 20 0 0 0 20
Dwight
From North
I-291 EB On Ramp
From East
Dwight
From South
I-291 EB Off Ramp
From West
04:00 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 1
04:15 PM 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 0 1 2
04:30 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
04:45 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Volume 0 0 0 0 0 0 0 0 0 0 2 0 0 0 2 1 0 0 0 1 3
% App. Total 0 0 0 0 0 0 0 0 100 0 0 0 100 0 0 0
PHF .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .500 .000 .000 .000 .500 .250 .000 .000 .000 .250 .375
PO Box 468
File Name : PM Peak - Dwight @ I-291 WB Ramps
Site Code : 13
Page No : 1
Dwight
From North
I-291 WB Off Ramp
From East
Dwight
From South
I-291 WB On Ramp
From West
04:00 PM 5 95 0 0 100 11 0 59 0 70 0 49 55 0 104 0 0 0 2 2 276
04:15 PM 9 62 1 0 72 17 0 48 3 68 0 43 51 0 94 0 0 0 1 1 235
04:30 PM 15 89 1 0 105 19 0 98 0 117 0 47 66 0 113 0 0 0 1 1 336
04:45 PM 10 108 0 0 118 16 0 46 0 62 0 45 54 0 99 0 0 0 1 1 280
Total 39 354 2 0 395 63 0 251 3 317 0 184 226 0 410 0 0 0 5 5 1127
05:00 PM 3 97 1 0 101 15 0 55 1 71 0 50 53 0 103 0 0 0 1 1 276
05:15 PM 4 54 0 0 58 14 1 58 1 74 0 33 47 0 80 0 0 0 1 1 213
05:30 PM 4 63 0 0 67 19 0 39 0 58 0 23 28 0 51 0 0 0 0 0 176
05:45 PM 0 72 0 0 72 14 0 33 0 47 0 22 32 0 54 0 0 0 0 0 173
Total 11 286 1 0 298 62 1 185 2 250 0 128 160 0 288 0 0 0 2 2 838
Grand Total 50 640 3 0 693 125 1 436 5 567 0 312 386 0 698 0 0 0 7 7 1965
Apprch % 7.2 92.4 0.4 0 22 0.2 76.9 0.9 0 44.7 55.3 0 0 0 0 100
Total % 2.5 32.6 0.2 0 35.3 6.4 0.1 22.2 0.3 28.9 0 15.9 19.6 0 35.5 0 0 0 0.4 0.4
PCs and Peds
% PCs and Peds 100 96.4 100 0 96.7 96 100 96.6 100 96.5 0 98.1 99.7 0 99 0 0 0 100 100 97.5
HVs / Busses
% HVs / Busses 0 3.6 0 0 3.3 4 0 3.4 0 3.5 0 1.9 0.3 0 1 0 0 0 0 0 2.5
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Dwight
From North
I-291 WB Off Ramp
From East
Dwight
From South
I-291 WB On Ramp
From West
04:00 PM 5 95 0 0 100 11 0 59 0 70 0 49 55 0 104 0 0 0 2 2 276
04:15 PM 9 62 1 0 72 17 0 48 3 68 0 43 51 0 94 0 0 0 1 1 235
04:30 PM 15 89 1 0 105 19 0 98 0 117 0 47 66 0 113 0 0 0 1 1 336
04:45 PM 10 108 0 0 118 16 0 46 0 62 0 45 54 0 99 0 0 0 1 1 280
Total Volume 39 354 2 0 395 63 0 251 3 317 0 184 226 0 410 0 0 0 5 5 1127
% App. Total 9.9 89.6 0.5 0 19.9 0 79.2 0.9 0 44.9 55.1 0 0 0 0 100
PHF .650 .819 .500 .000 .837 .829 .000 .640 .250 .677 .000 .939 .856 .000 .907 .000 .000 .000 .625 .625 .839
PO Box 468
File Name : PM Peak - Dwight @ I-291 WB Ramps
Site Code : 13
Page No : 1
Dwight
From North
I-291 WB Off Ramp
From East
Dwight
From South
I-291 WB On Ramp
From West
04:00 PM 0 4 0 0 4 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 6
04:15 PM 0 4 0 0 4 3 0 2 0 5 0 1 0 0 1 0 0 0 0 0 10
04:30 PM 0 4 0 0 4 1 0 4 0 5 0 1 0 0 1 0 0 0 0 0 10
04:45 PM 0 2 0 0 2 0 0 4 0 4 0 0 0 0 0 0 0 0 0 0 6
Total 0 14 0 0 14 4 0 11 0 15 0 3 0 0 3 0 0 0 0 0 32
05:00 PM 0 3 0 0 3 0 0 0 0 0 0 2 0 0 2 0 0 0 0 0 5
05:15 PM 0 1 0 0 1 1 0 2 0 3 0 1 1 0 2 0 0 0 0 0 6
05:30 PM 0 2 0 0 2 0 0 2 0 2 0 0 0 0 0 0 0 0 0 0 4
05:45 PM 0 3 0 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3
Total 0 9 0 0 9 1 0 4 0 5 0 3 1 0 4 0 0 0 0 0 18
Grand Total 0 23 0 0 23 5 0 15 0 20 0 6 1 0 7 0 0 0 0 0 50
Apprch % 0 100 0 0 25 0 75 0 0 85.7 14.3 0 0 0 0 0
Total % 0 46 0 0 46 10 0 30 0 40 0 12 2 0 14 0 0 0 0 0
Dwight
From North
I-291 WB Off Ramp
From East
Dwight
From South
I-291 WB On Ramp
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 0 4 0 0 4 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 6
04:15 PM 0 4 0 0 4 3 0 2 0 5 0 1 0 0 1 0 0 0 0 0 10
04:30 PM 0 4 0 0 4 1 0 4 0 5 0 1 0 0 1 0 0 0 0 0 10
04:45 PM 0 2 0 0 2 0 0 4 0 4 0 0 0 0 0 0 0 0 0 0 6
Total Volume 0 14 0 0 14 4 0 11 0 15 0 3 0 0 3 0 0 0 0 0 32
% App. Total 0 100 0 0 26.7 0 73.3 0 0 100 0 0 0 0 0 0
PHF .000 .875 .000 .000 .875 .333 .000 .688 .000 .750 .000 .750 .000 .000 .750 .000 .000 .000 .000 .000 .800
PO Box 468
File Name : PM Peak - Dwight @ Congress
Site Code : 15
Page No : 1
E / W: Congress Street
Dwight
From North
Congress
From East
Dwight
From South
Congress
From West
Start Time Right Thru Left U Turns Peds App. Total Right Thru Left Peds App. Total Right Thru Left Peds App. Total Right Thru Left Peds App. Total Int. Total
04:00 PM 23 123 13 10 1 170 58 32 9 0 99 0 43 3 0 46 18 11 27 0 56 371
04:15 PM 23 107 14 4 3 151 47 24 7 2 80 2 60 5 0 67 14 12 31 1 58 356
04:30 PM 20 124 16 7 0 167 80 26 6 0 112 3 73 3 0 79 10 16 46 0 72 430
04:45 PM 18 109 10 7 3 147 48 24 8 1 81 2 67 5 0 74 8 15 37 2 62 364
Total 84 463 53 28 7 635 233 106 30 3 372 7 243 16 0 266 50 54 141 3 248 1521
05:00 PM 11 107 9 6 2 135 50 29 11 1 91 0 77 4 0 81 13 8 45 0 66 373
05:15 PM 14 102 23 5 2 146 44 22 6 1 73 1 59 1 0 61 5 8 38 1 52 332
05:30 PM 17 98 7 5 2 129 36 21 11 0 68 1 48 0 1 50 7 9 18 1 35 282
05:45 PM 13 89 9 4 1 116 36 16 5 0 57 1 26 1 2 30 8 3 16 0 27 230
Total 55 396 48 20 7 526 166 88 33 2 289 3 210 6 3 222 33 28 117 2 180 1217
Grand Total 139 859 101 48 14 1161 399 194 63 5 661 10 453 22 3 488 83 82 258 5 428 2738
Apprch % 12 74 8.7 4.1 1.2 60.4 29.3 9.5 0.8 2 92.8 4.5 0.6 19.4 19.2 60.3 1.2
Total % 5.1 31.4 3.7 1.8 0.5 42.4 14.6 7.1 2.3 0.2 24.1 0.4 16.5 0.8 0.1 17.8 3 3 9.4 0.2 15.6
PCs and Peds 138 842 101 48 14 1143 398 192 63 5 658 10 452 21 3 486 83 81 258 5 427 2714
% PCs and Peds 99.3 98 100 100 100 98.4 99.7 99 100 100 99.5 100 99.8 95.5 100 99.6 100 98.8 100 100 99.8 99.1
HVs / Busses 1 17 0 0 0 18 1 2 0 0 3 0 1 1 0 2 0 1 0 0 1 24
% HVs / Busses 0.7 2 0 0 0 1.6 0.3 1 0 0 0.5 0 0.2 4.5 0 0.4 0 1.2 0 0 0.2 0.9
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Dwight
From North
Congress
From East
Dwight
From South
Congress
From West
04:15 PM 23 107 14 4 3 151 47 24 7 2 80 2 60 5 0 67 14 12 31 1 58 356
04:30 PM 20 124 16 7 0 167 80 26 6 0 112 3 73 3 0 79 10 16 46 0 72 430
04:45 PM 18 109 10 7 3 147 48 24 8 1 81 2 67 5 0 74 8 15 37 2 62 364
05:00 PM 11 107 9 6 2 135 50 29 11 1 91 0 77 4 0 81 13 8 45 0 66 373
Total Volume 72 447 49 24 8 600 225 103 32 4 364 7 277 17 0 301 45 51 159 3 258 1523
% App. Total 12 74.5 8.2 4 1.3 61.8 28.3 8.8 1.1 2.3 92 5.6 0 17.4 19.8 61.6 1.2
PHF .783 .901 .766 .857 .667 .898 .703 .888 .727 .500 .813 .583 .899 .850 .000 .929 .804 .797 .864 .375 .896 .885
PO Box 468
File Name : PM Peak - Dwight @ Congress
Site Code : 15
Page No : 1
Dwight
From North
Congress
From East
Dwight
From South
Congress
From West
04:00 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1
04:15 PM 0 5 0 0 0 5 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 6
04:30 PM 0 2 0 0 0 2 0 1 0 0 1 0 0 0 0 0 0 1 0 0 1 4
04:45 PM 0 4 0 0 0 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4
Total 0 11 0 0 0 11 0 1 0 0 1 0 1 1 0 2 0 1 0 0 1 15
05:00 PM 0 2 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2
05:15 PM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
05:30 PM 1 2 0 0 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3
05:45 PM 0 2 0 0 0 2 1 1 0 0 2 0 0 0 0 0 0 0 0 0 0 4
Total 1 6 0 0 0 7 1 1 0 0 2 0 0 0 0 0 0 0 0 0 0 9
Grand Total 1 17 0 0 0 18 1 2 0 0 3 0 1 1 0 2 0 1 0 0 1 24
Apprch % 5.6 94.4 0 0 0 33.3 66.7 0 0 0 50 50 0 0 100 0 0
Total % 4.2 70.8 0 0 0 75 4.2 8.3 0 0 12.5 0 4.2 4.2 0 8.3 0 4.2 0 0 4.2
Dwight
From North
Congress
From East
Dwight
From South
Congress
From West
04:15 PM 0 5 0 0 0 5 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 6
04:30 PM 0 2 0 0 0 2 0 1 0 0 1 0 0 0 0 0 0 1 0 0 1 4
04:45 PM 0 4 0 0 0 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4
05:00 PM 0 2 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2
Total Volume 0 13 0 0 0 13 0 1 0 0 1 0 1 0 0 1 0 1 0 0 1 16
% App. Total 0 100 0 0 0 0 100 0 0 0 100 0 0 0 100 0 0
PHF .000 .650 .000 .000 .000 .650 .000 .250 .000 .000 .250 .000 .250 .000 .000 .250 .000 .250 .000 .000 .250 .667
PO Box 468
File Name : PM Peak - Dwight @ Liberty
Site Code : 16
Page No : 1
Dwight
From North
Liberty
From East
Dwight
From South
Liberty
From West
04:00 PM 22 114 9 1 146 13 59 71 0 143 0 0 0 5 5 26 43 32 4 105 399
04:15 PM 19 111 10 3 143 17 64 67 1 149 0 0 0 3 3 19 41 36 3 99 394
04:30 PM 23 110 8 2 143 25 59 80 0 164 0 0 0 11 11 20 36 52 0 108 426
04:45 PM 11 109 8 1 129 20 38 79 1 138 0 0 0 3 3 22 33 48 1 104 374
Total 75 444 35 7 561 75 220 297 2 594 0 0 0 22 22 87 153 168 8 416 1593
05:00 PM 12 108 8 1 129 20 41 79 0 140 0 0 0 13 13 23 50 54 4 131 413
05:15 PM 14 104 6 4 128 18 34 74 1 127 0 0 0 4 4 14 27 36 0 77 336
05:30 PM 13 78 11 7 109 4 29 62 3 98 0 0 0 6 6 10 25 35 0 70 283
05:45 PM 14 83 7 1 105 8 41 77 0 126 0 0 0 1 1 6 22 23 2 53 285
Total 53 373 32 13 471 50 145 292 4 491 0 0 0 24 24 53 124 148 6 331 1317
Grand Total 128 817 67 20 1032 125 365 589 6 1085 0 0 0 46 46 140 277 316 14 747 2910
Apprch % 12.4 79.2 6.5 1.9 11.5 33.6 54.3 0.6 0 0 0 100 18.7 37.1 42.3 1.9
Total % 4.4 28.1 2.3 0.7 35.5 4.3 12.5 20.2 0.2 37.3 0 0 0 1.6 1.6 4.8 9.5 10.9 0.5 25.7
PCs and Peds
% PCs and Peds 89.8 98.4 97 100 97.3 99.2 96.7 98.8 100 98.2 0 0 0 100 100 97.1 95.7 99.1 100 97.5 97.7
HVs / Busses
% HVs / Busses 10.2 1.5 1.5 0 2.5 0.8 3 1.2 0 1.8 0 0 0 0 0 2.9 4.3 0.6 0 2.4 2.2
Bicycles 0 1 1 0 2 0 1 0 0 1 0 0 0 0 0 0 0 1 0 1 4
% Bicycles 0 0.1 1.5 0 0.2 0 0.3 0 0 0.1 0 0 0 0 0 0 0 0.3 0 0.1 0.1
Dwight
From North
Liberty
From East
Dwight
From South
Liberty
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:15 PM 19 111 10 3 143 17 64 67 1 149 0 0 0 3 3 19 41 36 3 99 394
04:30 PM 23 110 8 2 143 25 59 80 0 164 0 0 0 11 11 20 36 52 0 108 426
04:45 PM 11 109 8 1 129 20 38 79 1 138 0 0 0 3 3 22 33 48 1 104 374
05:00 PM 12 108 8 1 129 20 41 79 0 140 0 0 0 13 13 23 50 54 4 131 413
Total Volume 65 438 34 7 544 82 202 305 2 591 0 0 0 30 30 84 160 190 8 442 1607
% App. Total 11.9 80.5 6.2 1.3 13.9 34.2 51.6 0.3 0 0 0 100 19 36.2 43 1.8
PHF .707 .986 .850 .583 .951 .820 .789 .953 .500 .901 .000 .000 .000 .577 .577 .913 .800 .880 .500 .844 .943
PO Box 468
File Name : PM Peak - Dwight @ Liberty
Site Code : 16
Page No : 1
Dwight
From North
Liberty
From East
Dwight
From South
Liberty
From West
04:00 PM 1 1 0 0 2 0 3 2 0 5 0 0 0 0 0 1 3 0 0 4 11
04:15 PM 3 4 1 0 8 1 0 1 0 2 0 0 0 0 0 0 2 2 0 4 14
04:30 PM 1 3 0 0 4 0 3 1 0 4 0 0 0 0 0 1 1 0 0 2 10
04:45 PM 3 1 0 0 4 0 0 1 0 1 0 0 0 0 0 0 1 0 0 1 6
Total 8 9 1 0 18 1 6 5 0 12 0 0 0 0 0 2 7 2 0 11 41
05:00 PM 1 1 0 0 2 0 2 1 0 3 0 0 0 0 0 1 2 0 0 3 8
05:15 PM 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 0 0 1 2
05:30 PM 2 2 0 0 4 0 1 0 0 1 0 0 0 0 0 1 1 0 0 2 7
05:45 PM 2 0 0 0 2 0 2 0 0 2 0 0 0 0 0 0 1 0 0 1 5
Total 5 3 0 0 8 0 5 2 0 7 0 0 0 0 0 2 5 0 0 7 22
Grand Total 13 12 1 0 26 1 11 7 0 19 0 0 0 0 0 4 12 2 0 18 63
Apprch % 50 46.2 3.8 0 5.3 57.9 36.8 0 0 0 0 0 22.2 66.7 11.1 0
Total % 20.6 19 1.6 0 41.3 1.6 17.5 11.1 0 30.2 0 0 0 0 0 6.3 19 3.2 0 28.6
Dwight
From North
Liberty
From East
Dwight
From South
Liberty
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 1 1 0 0 2 0 3 2 0 5 0 0 0 0 0 1 3 0 0 4 11
04:15 PM 3 4 1 0 8 1 0 1 0 2 0 0 0 0 0 0 2 2 0 4 14
04:30 PM 1 3 0 0 4 0 3 1 0 4 0 0 0 0 0 1 1 0 0 2 10
04:45 PM 3 1 0 0 4 0 0 1 0 1 0 0 0 0 0 0 1 0 0 1 6
Total Volume 8 9 1 0 18 1 6 5 0 12 0 0 0 0 0 2 7 2 0 11 41
% App. Total 44.4 50 5.6 0 8.3 50 41.7 0 0 0 0 0 18.2 63.6 18.2 0
PHF .667 .563 .250 .000 .563 .250 .500 .625 .000 .600 .000 .000 .000 .000 .000 .500 .583 .250 .000 .688 .732
PO Box 468
File Name : PM Peak - Chestnut @ Congress
Site Code : 17
Page No : 1
N / S: Chestnut Street
Chestnut
Chestnut
From South
Congress
From West
04:00 PM 13 99 0 24 136 0 0 0 0 0 0 224 47 1 272 10 0 19 1 30 438
04:15 PM 29 95 0 29 153 0 0 0 0 0 0 178 34 2 214 12 0 18 5 35 402
04:30 PM 15 96 0 30 141 0 0 2 0 2 0 217 32 0 249 22 0 17 3 42 434
04:45 PM 23 103 0 29 155 0 0 0 0 0 0 179 38 3 220 15 0 16 1 32 407
Total 80 393 0 112 585 0 0 2 0 2 0 798 151 6 955 59 0 70 10 139 1681
05:00 PM 22 109 0 37 168 0 0 0 1 1 2 225 37 1 265 11 0 12 5 28 462
05:15 PM 24 86 0 24 134 0 0 0 0 0 0 178 30 1 209 16 0 13 6 35 378
05:30 PM 16 76 0 15 107 0 0 0 0 0 0 135 31 4 170 8 0 7 6 21 298
05:45 PM 18 87 0 18 123 0 0 0 0 0 0 141 29 1 171 9 0 10 1 20 314
Total 80 358 0 94 532 0 0 0 1 1 2 679 127 7 815 44 0 42 18 104 1452
Grand Total 160 751 0 206 1117 0 0 2 1 3 2 1477 278 13 1770 103 0 112 28 243 3133
Apprch % 14.3 67.2 0 18.4 0 0 66.7 33.3 0.1 83.4 15.7 0.7 42.4 0 46.1 11.5
Total % 5.1 24 0 6.6 35.7 0 0 0.1 0 0.1 0.1 47.1 8.9 0.4 56.5 3.3 0 3.6 0.9 7.8
PCs and Peds 1436
% PCs and Peds 97.5 97.7 0 100 98.1 0 0 100 100 100 100 97.2 98.9 100 97.5 93.2 0 98.2 100 96.3 97.6
HVs / Busses
% HVs / Busses 2.5 2.3 0 0 1.9 0 0 0 0 0 0 2.8 1.1 0 2.5 6.8 0 1.8 0 3.7 2.4
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Chestnut
Chestnut
From South
Congress
From West
04:15 PM 29 95 0 29 153 0 0 0 0 0 0 178 34 2 214 12 0 18 5 35 402
04:30 PM 15 96 0 30 141 0 0 2 0 2 0 217 32 0 249 22 0 17 3 42 434
04:45 PM 23 103 0 29 155 0 0 0 0 0 0 179 38 3 220 15 0 16 1 32 407
05:00 PM 22 109 0 37 168 0 0 0 1 1 2 225 37 1 265 11 0 12 5 28 462
Total Volume 89 403 0 125 617 0 0 2 1 3 2 799 141 6 948 60 0 63 14 137 1705
% App. Total 14.4 65.3 0 20.3 0 0 66.7 33.3 0.2 84.3 14.9 0.6 43.8 0 46 10.2
PHF .767 .924 .000 .845 .918 .000 .000 .250 .250 .375 .250 .888 .928 .500 .894 .682 .000 .875 .700 .815 .923
PO Box 468
File Name : PM Peak - Chestnut @ Congress
Site Code : 17
Page No : 1
Chestnut
Chestnut
From South
Congress
From West
04:00 PM 0 5 0 0 5 0 0 0 0 0 0 13 1 0 14 1 0 1 0 2 21
04:15 PM 0 3 0 0 3 0 0 0 0 0 0 6 0 0 6 1 0 0 0 1 10
04:30 PM 0 1 0 0 1 0 0 0 0 0 0 8 1 0 9 2 0 0 0 2 12
04:45 PM 0 2 0 0 2 0 0 0 0 0 0 1 0 0 1 1 0 1 0 2 5
Total 0 11 0 0 11 0 0 0 0 0 0 28 2 0 30 5 0 2 0 7 48
05:00 PM 1 1 0 0 2 0 0 0 0 0 0 4 0 0 4 1 0 0 0 1 7
05:15 PM 0 2 0 0 2 0 0 0 0 0 0 2 1 0 3 1 0 0 0 1 6
05:30 PM 0 1 0 0 1 0 0 0 0 0 0 4 0 0 4 0 0 0 0 0 5
05:45 PM 3 2 0 0 5 0 0 0 0 0 0 3 0 0 3 0 0 0 0 0 8
Total 4 6 0 0 10 0 0 0 0 0 0 13 1 0 14 2 0 0 0 2 26
Grand Total 4 17 0 0 21 0 0 0 0 0 0 41 3 0 44 7 0 2 0 9 74
Apprch % 19 81 0 0 0 0 0 0 0 93.2 6.8 0 77.8 0 22.2 0
Total % 5.4 23 0 0 28.4 0 0 0 0 0 0 55.4 4.1 0 59.5 9.5 0 2.7 0 12.2
Chestnut
Chestnut
From South
Congress
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 0 5 0 0 5 0 0 0 0 0 0 13 1 0 14 1 0 1 0 2 21
04:15 PM 0 3 0 0 3 0 0 0 0 0 0 6 0 0 6 1 0 0 0 1 10
04:30 PM 0 1 0 0 1 0 0 0 0 0 0 8 1 0 9 2 0 0 0 2 12
04:45 PM 0 2 0 0 2 0 0 0 0 0 0 1 0 0 1 1 0 1 0 2 5
Total Volume 0 11 0 0 11 0 0 0 0 0 0 28 2 0 30 5 0 2 0 7 48
% App. Total 0 100 0 0 0 0 0 0 0 93.3 6.7 0 71.4 0 28.6 0
PHF .000 .550 .000 .000 .550 .000 .000 .000 .000 .000 .000 .538 .500 .000 .536 .625 .000 .500 .000 .875 .571
PO Box 468
File Name : PM Peak - Chestnut @ Liberty
Site Code : 18
Page No : 1
Chestnut
From North
Liberty
From East
Chestnut
From South
Liberty
From West
04:00 PM 56 0 53 3 112 53 44 0 6 103 45 171 35 6 257 0 34 16 3 53 525
04:15 PM 55 0 55 12 122 45 55 0 10 110 27 149 36 1 213 0 43 8 1 52 497
04:30 PM 59 0 58 5 122 46 56 0 4 106 28 165 42 5 240 0 30 10 4 44 512
04:45 PM 63 0 50 4 117 48 39 0 4 91 23 141 25 1 190 0 29 7 0 36 434
Total 233 0 216 24 473 192 194 0 24 410 123 626 138 13 900 0 136 41 8 185 1968
05:00 PM 70 0 61 1 132 37 35 0 2 74 29 178 32 2 241 0 33 17 1 51 498
05:15 PM 61 0 55 3 119 35 41 0 3 79 20 145 23 5 193 0 25 6 4 35 426
05:30 PM 51 0 36 2 89 25 32 0 16 73 12 102 12 2 128 0 28 6 1 35 325
05:45 PM 54 0 41 4 99 32 45 0 5 82 16 90 19 0 125 0 25 6 0 31 337
Total 236 0 193 10 439 129 153 0 26 308 77 515 86 9 687 0 111 35 6 152 1586
Grand Total 469 0 409 34 912 321 347 0 50 718 200 1141 224 22 1587 0 247 76 14 337 3554
Apprch % 51.4 0 44.8 3.7 44.7 48.3 0 7 12.6 71.9 14.1 1.4 0 73.3 22.6 4.2
Total % 13.2 0 11.5 1 25.7 9 9.8 0 1.4 20.2 5.6 32.1 6.3 0.6 44.7 0 6.9 2.1 0.4 9.5
PCs and Peds 1121
% PCs and Peds 97.9 0 97.3 100 97.7 97.5 96.5 0 100 97.2 99 98.2 98.2 100 98.4 0 96 93.4 100 95.5 97.7
HVs / Busses
% HVs / Busses 2.1 0 2.7 0 2.3 2.5 3.5 0 0 2.8 1 1.8 1.8 0 1.6 0 4 6.6 0 4.5 2.3
Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
% Bicycles 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Chestnut
From North
Liberty
From East
Chestnut
From South
Liberty
From West
04:00 PM 56 0 53 3 112 53 44 0 6 103 45 171 35 6 257 0 34 16 3 53 525
04:15 PM 55 0 55 12 122 45 55 0 10 110 27 149 36 1 213 0 43 8 1 52 497
04:30 PM 59 0 58 5 122 46 56 0 4 106 28 165 42 5 240 0 30 10 4 44 512
04:45 PM 63 0 50 4 117 48 39 0 4 91 23 141 25 1 190 0 29 7 0 36 434
Total Volume 233 0 216 24 473 192 194 0 24 410 123 626 138 13 900 0 136 41 8 185 1968
% App. Total 49.3 0 45.7 5.1 46.8 47.3 0 5.9 13.7 69.6 15.3 1.4 0 73.5 22.2 4.3
PHF .925 .000 .931 .500 .969 .906 .866 .000 .600 .932 .683 .915 .821 .542 .875 .000 .791 .641 .500 .873 .937
PO Box 468
File Name : PM Peak - Chestnut @ Liberty
Site Code : 18
Page No : 1
Chestnut
From North
Liberty
From East
Chestnut
From South
Liberty
From West
04:00 PM 1 0 3 0 4 1 4 0 0 5 0 5 1 0 6 0 1 2 0 3 18
04:15 PM 2 0 2 0 4 3 2 0 0 5 0 4 0 0 4 0 3 0 0 3 16
04:30 PM 1 0 2 0 3 1 3 0 0 4 1 7 1 0 9 0 0 1 0 1 17
04:45 PM 2 0 1 0 3 0 1 0 0 1 0 0 0 0 0 0 1 0 0 1 5
Total 6 0 8 0 14 5 10 0 0 15 1 16 2 0 19 0 5 3 0 8 56
05:00 PM 2 0 0 0 2 1 0 0 0 1 1 1 0 0 2 0 2 1 0 3 8
05:15 PM 2 0 0 0 2 0 0 0 0 0 0 1 1 0 2 0 1 0 0 1 5
05:30 PM 0 0 1 0 1 1 1 0 0 2 0 1 0 0 1 0 0 1 0 1 5
05:45 PM 0 0 2 0 2 1 1 0 0 2 0 1 1 0 2 0 2 0 0 2 8
Total 4 0 3 0 7 3 2 0 0 5 1 4 2 0 7 0 5 2 0 7 26
Grand Total 10 0 11 0 21 8 12 0 0 20 2 20 4 0 26 0 10 5 0 15 82
Apprch % 47.6 0 52.4 0 40 60 0 0 7.7 76.9 15.4 0 0 66.7 33.3 0
Total % 12.2 0 13.4 0 25.6 9.8 14.6 0 0 24.4 2.4 24.4 4.9 0 31.7 0 12.2 6.1 0 18.3
Chestnut
From North
Liberty
From East
Chestnut
From South
Liberty
From West
Start
Time
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Rig
ht
Thr
u
Left
Ped
s
App.
Total
Int.
Total
04:00 PM 1 0 3 0 4 1 4 0 0 5 0 5 1 0 6 0 1 2 0 3 18
04:15 PM 2 0 2 0 4 3 2 0 0 5 0 4 0 0 4 0 3 0 0 3 16
04:30 PM 1 0 2 0 3 1 3 0 0 4 1 7 1 0 9 0 0 1 0 1 17
04:45 PM 2 0 1 0 3 0 1 0 0 1 0 0 0 0 0 0 1 0 0 1 5
Total Volume 6 0 8 0 14 5 10 0 0 15 1 16 2 0 19 0 5 3 0 8 56
% App. Total 42.9 0 57.1 0 33.3 66.7 0 0 5.3 84.2 10.5 0 0 62.5 37.5 0
PHF .750 .000 .667 .000 .875 .417 .625 .000 .000 .750 .250 .571 .500 .000 .528 .000 .417 .375 .000 .667 .778
PO Box 468
Page 1

Location: East & West Columbus Avenue
Location: North of Liberty
Location: Springfield, Massachusetts

I nnovative Data, L L C
PO Box 468
innovativedatallc.com or 1.413.668.5094

Start 05-Dec-12 Northbound Southbound Combined 06-Dec- Northbound Southbound Combined
Time Wed A.M. P.M. A.M. P.M. A.M. P.M. Thu A.M. P.M. A.M. P.M. A.M. P.M.
12:00 11 185 9 72 20 257 1 * 1 * 2 *
12:15 10 170 8 60 18 230 * * * * * *
12:30 10 138 3 50 13 188 * * * * * *
12:45 12 136 8 59 20 195 * * * * * *
01:00 4 120 4 56 8 176 * * * * * *
01:15 13 124 8 62 21 186 * * * * * *
01:30 10 118 8 46 18 164 * * * * * *
01:45 9 101 3 53 12 154 * * * * * *
02:00 9 145 3 68 12 213 * * * * * *
02:15 4 150 4 64 8 214 * * * * * *
02:30 4 148 2 69 6 217 * * * * * *
02:45 9 141 12 70 21 211 * * * * * *
03:00 11 148 7 58 18 206 * * * * * *
03:15 10 157 3 64 13 221 * * * * * *
03:30 13 143 5 77 18 220 * * * * * *
03:45 10 140 8 62 18 202 * * * * * *
04:00 5 193 3 84 8 277 * * * * * *
04:15 6 188 3 79 9 267 * * * * * *
04:30 11 202 3 84 14 286 * * * * * *
04:45 8 176 5 70 13 246 * * * * * *
05:00 5 287 4 90 9 377 * * * * * *
05:15 9 188 7 59 16 247 * * * * * *
05:30 9 130 7 48 16 178 * * * * * *
05:45 20 132 18 60 38 192 * * * * * *
06:00 19 110 15 38 34 148 * * * * * *
06:15 19 90 20 30 39 120 * * * * * *
06:30 33 63 22 19 55 82 * * * * * *
06:45 45 56 25 24 70 80 * * * * * *
07:00 42 56 25 19 67 75 * * * * * *
07:15 58 60 38 16 96 76 * * * * * *
07:30 74 59 52 12 126 71 * * * * * *
07:45 84 32 92 12 176 44 * * * * * *
08:00 78 46 60 17 138 63 * * * * * *
08:15 66 48 69 17 135 65 * * * * * *
08:30 82 70 69 10 151 80 * * * * * *
08:45 94 43 96 14 190 57 * * * * * *
09:00 90 46 58 12 148 58 * * * * * *
09:15 86 36 48 10 134 46 * * * * * *
09:30 89 29 62 10 151 39 * * * * * *
09:45 101 48 47 8 148 56 * * * * * *
10:00 105 53 60 10 165 63 * * * * * *
10:15 112 30 56 10 168 40 * * * * * *
10:30 102 22 48 10 150 32 * * * * * *
10:45 98 12 48 9 146 21 * * * * * *
11:00 107 27 51 11 158 38 * * * * * *
11:15 106 13 44 7 150 20 * * * * * *
11:30 107 16 48 3 155 19 * * * * * *
11:45 132 13 64 6 196 19 * * * * * *
Total 2151 4838 1362 1898 3513 6736 1 0 1 0 2 0
Day Total 6989 3260 10249 1 1 2
% Total 21.0% 47.2% 13.3% 18.5% 50.0% 0.0% 50.0% 0.0%

Peak 11:00 04:15 08:00 04:15 11:00 04:15
Vol. 452 853 294 323 659 1176
P.H.F. 0.856 0.743 0.766 0.897 0.841 0.780

ADT ADT 10,240 AADT 10,240
Page 1

Location: Emery Street
Location: West of Main

PO Box 468

Start 05-Dec-12 Westbound Eastbound Combined 06-Dec- Westbound Eastbound Combined
12:00 0 10 2 16 2 26 * * * * * *
12:15 1 20 0 8 1 28 * * * * * *
12:30 0 19 0 11 0 30 * * * * * *
12:45 1 9 1 17 2 26 * * * * * *
01:00 0 18 0 15 0 33 * * * * * *
01:15 0 14 0 10 0 24 * * * * * *
01:30 1 8 1 12 2 20 * * * * * *
01:45 0 4 1 10 1 14 * * * * * *
02:00 0 10 0 13 0 23 * * * * * *
02:15 0 7 0 15 0 22 * * * * * *
02:30 0 8 0 10 0 18 * * * * * *
02:45 1 19 0 22 1 41 * * * * * *
03:00 0 12 1 18 1 30 * * * * * *
03:15 0 4 0 6 0 10 * * * * * *
03:30 0 12 1 11 1 23 * * * * * *
03:45 1 6 1 12 2 18 * * * * * *
04:00 1 4 1 14 2 18 * * * * * *
04:15 1 7 0 11 1 18 * * * * * *
04:30 6 20 2 18 8 38 * * * * * *
04:45 0 8 4 18 4 26 * * * * * *
05:00 0 20 1 16 1 36 * * * * * *
05:15 0 10 0 10 0 20 * * * * * *
05:30 4 8 2 7 6 15 * * * * * *
05:45 2 5 1 6 3 11 * * * * * *
06:00 1 16 1 11 2 27 * * * * * *
06:15 0 6 3 5 3 11 * * * * * *
06:30 0 2 3 3 3 5 * * * * * *
06:45 0 2 6 3 6 5 * * * * * *
07:00 2 2 3 7 5 9 * * * * * *
07:15 2 2 6 0 8 2 * * * * * *
07:30 1 6 4 2 5 8 * * * * * *
07:45 8 4 8 3 16 7 * * * * * *
08:00 6 4 14 0 20 4 * * * * * *
08:15 8 2 18 4 26 6 * * * * * *
08:30 5 3 13 4 18 7 * * * * * *
08:45 10 1 13 1 23 2 * * * * * *
09:00 6 2 16 2 22 4 * * * * * *
09:15 14 4 8 1 22 5 * * * * * *
09:30 6 2 11 2 17 4 * * * * * *
09:45 12 1 12 5 24 6 * * * * * *
10:00 4 6 12 1 16 7 * * * * * *
10:15 14 1 18 2 32 3 * * * * * *
10:30 6 4 10 1 16 5 * * * * * *
10:45 8 2 12 3 20 5 * * * * * *
11:00 8 4 11 0 19 4 * * * * * *
11:15 3 2 8 0 11 2 * * * * * *
11:30 8 0 17 4 25 4 * * * * * *
11:45 10 0 16 1 26 1 * * * * * *
Total 161 340 262 371 423 711 0 0 0 0 0 0
Day Total 501 633 1134 0 0 0
% Total 14.2% 30.0% 23.1% 32.7% 0.0% 0.0% 0.0% 0.0%

Peak 09:00 00:15 08:15 02:15 08:15 04:30
Vol. 38 66 60 65 89 120
P.H.F. 0.679 0.825 0.833 0.739 0.856 0.789

ADT ADT 1,133 AADT 1,133
Page 1

Location: Exit 2: I-91SB / 291EB
Location: to Chestnut Street SB

PO Box 468

Start Wed 05-Dec-1 Thu 06-Dec-1 Fri 07-Dec-1 Daily Average
Time A.M. P.M. A.M. P.M. A.M. P.M. A.M. P.M.
12:00 5 52 * * * * 5 52
12:15 4 106 * * * * 4 106
12:30 1 90 * * * * 1 90
12:45 3 110 * * * * 3 110
01:00 3 85 * * * * 3 85
01:15 2 83 * * * * 2 83
01:30 6 70 * * * * 6 70
01:45 2 86 * * * * 2 86
02:00 3 78 * * * * 3 78
02:15 4 86 * * * * 4 86
02:30 4 84 * * * * 4 84
02:45 1 94 * * * * 1 94
03:00 1 88 * * * * 1 88
03:15 4 80 * * * * 4 80
03:30 3 98 * * * * 3 98
03:45 4 79 * * * * 4 79
04:00 3 64 * * * * 3 64
04:15 5 62 * * * * 5 62
04:30 3 60 * * * * 3 60
04:45 7 78 * * * * 7 78
05:00 12 76 * * * * 12 76
05:15 7 70 * * * * 7 70
05:30 14 55 * * * * 14 55
05:45 30 66 * * * * 30 66
06:00 35 50 * * * * 35 50
06:15 53 37 * * * * 53 37
06:30 57 42 * * * * 57 42
06:45 92 38 * * * * 92 38
07:00 82 27 * * * * 82 27
07:15 114 21 * * * * 114 21
07:30 140 20 * * * * 140 20
07:45 192 14 * * * * 192 14
08:00 116 32 * * * * 116 32
08:15 158 22 * * * * 158 22
08:30 154 18 * * * * 154 18
08:45 147 27 * * * * 147 27
09:00 117 25 * * * * 117 25
09:15 110 10 * * * * 110 10
09:30 93 14 * * * * 93 14
09:45 94 22 * * * * 94 22
10:00 70 20 * * * * 70 20
10:15 77 9 * * * * 77 9
10:30 82 13 * * * * 82 13
10:45 80 13 * * * * 80 13
11:00 62 9 * * * * 62 9
11:15 62 12 * * * * 62 12
11:30 85 10 * * * * 85 10
11:45 84 1 * * * * 84 1
Total 2487 2406 0 0 0 0 2487 2406
Combined
Total
4893 0 0 4893
Peak 07:45 00:15 07:45 00:15
Vol. 620 391 620 391
P.H.F. 0.807 0.889 0.807 0.889
Page 1

Location: I-91SB / 291 Ramp
Location: to Chestnut Street SB

PO Box 468

Start Wed 05-Dec-1 Thu 06-Dec-1 Fri 07-Dec-1 Daily Average
Time A.M. P.M. A.M. P.M. A.M. P.M. A.M. P.M.
12:00 2 28 * * * * 2 28
12:15 1 33 * * * * 1 33
12:30 1 24 * * * * 1 24
12:45 1 14 * * * * 1 14
01:00 0 31 * * * * 0 31
01:15 1 25 * * * * 1 25
01:30 0 19 * * * * 0 19
01:45 0 24 * * * * 0 24
02:00 4 21 * * * * 4 21
02:15 2 21 * * * * 2 21
02:30 1 34 * * * * 1 34
02:45 1 37 * * * * 1 37
03:00 0 22 * * * * 0 22
03:15 0 26 * * * * 0 26
03:30 4 37 * * * * 4 37
03:45 1 35 * * * * 1 35
04:00 1 33 * * * * 1 33
04:15 1 29 * * * * 1 29
04:30 3 21 * * * * 3 21
04:45 4 35 * * * * 4 35
05:00 4 28 * * * * 4 28
05:15 4 15 * * * * 4 15
05:30 3 16 * * * * 3 16
05:45 8 24 * * * * 8 24
06:00 8 16 * * * * 8 16
06:15 17 11 * * * * 17 11
06:30 27 19 * * * * 27 19
06:45 32 7 * * * * 32 7
07:00 34 9 * * * * 34 9
07:15 33 10 * * * * 33 10
07:30 59 4 * * * * 59 4
07:45 75 3 * * * * 75 3
08:00 50 2 * * * * 50 2
08:15 58 3 * * * * 58 3
08:30 41 4 * * * * 41 4
08:45 51 3 * * * * 51 3
09:00 43 5 * * * * 43 5
09:15 34 6 * * * * 34 6
09:30 30 5 * * * * 30 5
09:45 36 0 * * * * 36 0
10:00 20 2 * * * * 20 2
10:15 24 4 * * * * 24 4
10:30 22 2 * * * * 22 2
10:45 27 1 * * * * 27 1
11:00 20 2 * * * * 20 2
11:15 27 3 * * * * 27 3
11:30 26 1 * * * * 26 1
11:45 28 1 * * * * 28 1
Total 869 755 0 0 0 0 869 755
Combined
Total
1624 0 0 1624
Peak 07:30 03:30 07:30 03:30
Vol. 242 134 242 134
P.H.F. 0.807 0.905 0.807 0.905
Page 1

Location: I-291 EB On Ramp
Location: from Chestnut Street NB

PO Box 468

Start 05-Dec-12 Ramp Direction 2 Combined 06-Dec- Ramp Direction 2 Combined
12:00 5 60 0 0 5 60 * * * * * *
12:15 2 66 0 0 2 66 * * * * * *
12:30 5 50 0 0 5 50 * * * * * *
12:45 6 35 0 0 6 35 * * * * * *
01:00 2 43 0 0 2 43 * * * * * *
01:15 3 52 0 0 3 52 * * * * * *
01:30 3 44 0 0 3 44 * * * * * *
01:45 2 60 0 0 2 60 * * * * * *
02:00 6 58 0 0 6 58 * * * * * *
02:15 2 71 0 0 2 71 * * * * * *
02:30 9 67 0 0 9 67 * * * * * *
02:45 0 64 0 0 0 64 * * * * * *
03:00 1 51 0 0 1 51 * * * * * *
03:15 1 69 0 0 1 69 * * * * * *
03:30 1 72 0 0 1 72 * * * * * *
03:45 1 60 0 0 1 60 * * * * * *
04:00 2 82 0 0 2 82 * * * * * *
04:15 1 96 0 0 1 96 * * * * * *
04:30 0 107 0 0 0 107 * * * * * *
04:45 4 87 0 0 4 87 * * * * * *
05:00 4 95 0 0 4 95 * * * * * *
05:15 5 86 0 0 5 86 * * * * * *
05:30 12 55 0 0 12 55 * * * * * *
05:45 7 47 0 0 7 47 * * * * * *
06:00 12 53 0 0 12 53 * * * * * *
06:15 8 38 0 0 8 38 * * * * * *
06:30 18 27 0 0 18 27 * * * * * *
06:45 21 36 0 0 21 36 * * * * * *
07:00 17 29 0 0 17 29 * * * * * *
07:15 14 27 0 0 14 27 * * * * * *
07:30 35 14 0 0 35 14 * * * * * *
07:45 18 20 0 0 18 20 * * * * * *
08:00 30 23 0 0 30 23 * * * * * *
08:15 28 19 0 0 28 19 * * * * * *
08:30 27 36 0 0 27 36 * * * * * *
08:45 45 33 0 0 45 33 * * * * * *
09:00 32 10 0 0 32 10 * * * * * *
09:15 38 22 0 0 38 22 * * * * * *
09:30 41 11 0 0 41 11 * * * * * *
09:45 24 13 0 0 24 13 * * * * * *
10:00 33 11 0 0 33 11 * * * * * *
10:15 42 13 0 0 42 13 * * * * * *
10:30 39 12 0 0 39 12 * * * * * *
10:45 37 8 0 0 37 8 * * * * * *
11:00 52 5 0 0 52 5 * * * * * *
11:15 48 9 0 0 48 9 * * * * * *
11:30 51 6 0 0 51 6 * * * * * *
11:45 26 4 0 0 26 4 * * * * * *
Total 820 2056 0 0 820 2056 0 0 0 0 0 0
Day Total 2876 0 2876 0 0 0
% Total 28.5% 71.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Peak 10:45 04:15 10:45 04:15
Vol. 188 385 188 385
P.H.F. 0.904 0.900 0.904 0.900

Page 1

Location: I-91SB / 291 Ramp
Location: from Bond Street

PO Box 468

Start 05-Dec-12 LT from Bond RT from Bond Combined 06-Dec- LT from Bond RT from Bond Combined
12:00 5 12 1 12 6 24 * * * * * *
12:15 1 26 1 14 2 40 * * * * * *
12:30 1 30 2 7 3 37 * * * * * *
12:45 1 16 0 12 1 28 * * * * * *
01:00 2 29 1 21 3 50 * * * * * *
01:15 0 24 0 6 0 30 * * * * * *
01:30 0 36 0 10 0 46 * * * * * *
01:45 1 20 1 7 2 27 * * * * * *
02:00 0 26 3 14 3 40 * * * * * *
02:15 2 28 1 6 3 34 * * * * * *
02:30 1 35 0 12 1 47 * * * * * *
02:45 0 21 0 10 0 31 * * * * * *
03:00 2 33 2 10 4 43 * * * * * *
03:15 0 37 1 10 1 47 * * * * * *
03:30 0 47 4 23 4 70 * * * * * *
03:45 0 47 4 16 4 63 * * * * * *
04:00 2 71 0 15 2 86 * * * * * *
04:15 3 40 1 16 4 56 * * * * * *
04:30 6 53 0 23 6 76 * * * * * *
04:45 3 57 0 18 3 75 * * * * * *
05:00 3 46 0 20 3 66 * * * * * *
05:15 6 36 1 18 7 54 * * * * * *
05:30 4 23 4 5 8 28 * * * * * *
05:45 9 25 1 6 10 31 * * * * * *
06:00 9 29 3 9 12 38 * * * * * *
06:15 14 29 1 6 15 35 * * * * * *
06:30 20 28 7 7 27 35 * * * * * *
06:45 17 23 3 5 20 28 * * * * * *
07:00 20 19 4 7 24 26 * * * * * *
07:15 15 16 2 1 17 17 * * * * * *
07:30 20 12 2 5 22 17 * * * * * *
07:45 17 18 5 3 22 21 * * * * * *
08:00 17 7 2 5 19 12 * * * * * *
08:15 14 15 4 2 18 17 * * * * * *
08:30 17 11 4 1 21 12 * * * * * *
08:45 20 9 2 1 22 10 * * * * * *
09:00 27 7 6 2 33 9 * * * * * *
09:15 20 9 7 5 27 14 * * * * * *
09:30 13 6 9 4 22 10 * * * * * *
09:45 25 9 5 1 30 10 * * * * * *
10:00 24 5 5 2 29 7 * * * * * *
10:15 28 6 6 1 34 7 * * * * * *
10:30 17 2 3 2 20 4 * * * * * *
10:45 19 4 12 0 31 4 * * * * * *
11:00 26 12 9 2 35 14 * * * * * *
11:15 16 3 5 2 21 5 * * * * * *
11:30 34 12 10 0 44 12 * * * * * *
11:45 23 10 5 1 28 11 * * * * * *
Total 524 1119 149 385 673 1504 0 0 0 0 0 0
Day Total 1643 534 2177 0 0 0
% Total 24.1% 51.4% 6.8% 17.7% 0.0% 0.0% 0.0% 0.0%

Peak 11:00 04:00 10:45 04:30 10:45 04:00
Vol. 99 221 36 79 131 293
P.H.F. 0.728 0.778 0.750 0.859 0.744 0.852

Page 1

Location: Main Street
Location: b/w Congress & Liberty

PO Box 468

Start 05-Dec-12 Southbound Northbound Combined 06-Dec- Southbound Northbound Combined
12:00 12 111 10 92 22 203 1 * 1 * 2 *
12:15 5 96 11 104 16 200 * * * * * *
12:30 5 80 7 92 12 172 * * * * * *
12:45 7 98 5 80 12 178 * * * * * *
01:00 2 82 9 96 11 178 * * * * * *
01:15 3 77 6 90 9 167 * * * * * *
01:30 11 102 10 86 21 188 * * * * * *
01:45 5 102 4 120 9 222 * * * * * *
02:00 6 117 3 78 9 195 * * * * * *
02:15 3 85 4 90 7 175 * * * * * *
02:30 3 98 5 76 8 174 * * * * * *
02:45 4 97 0 80 4 177 * * * * * *
03:00 4 76 2 82 6 158 * * * * * *
03:15 5 76 3 82 8 158 * * * * * *
03:30 1 92 6 72 7 164 * * * * * *
03:45 5 105 3 83 8 188 * * * * * *
04:00 5 82 4 63 9 145 * * * * * *
04:15 1 94 2 66 3 160 * * * * * *
04:30 10 86 2 86 12 172 * * * * * *
04:45 14 78 6 78 20 156 * * * * * *
05:00 13 90 8 70 21 160 * * * * * *
05:15 9 70 9 51 18 121 * * * * * *
05:30 15 73 20 54 35 127 * * * * * *
05:45 20 68 16 44 36 112 * * * * * *
06:00 31 54 18 58 49 112 * * * * * *
06:15 26 51 18 48 44 99 * * * * * *
06:30 21 46 24 47 45 93 * * * * * *
06:45 45 37 28 42 73 79 * * * * * *
07:00 25 34 22 42 47 76 * * * * * *
07:15 57 28 53 22 110 50 * * * * * *
07:30 61 34 58 32 119 66 * * * * * *
07:45 82 26 63 26 145 52 * * * * * *
08:00 84 36 64 27 148 63 * * * * * *
08:15 83 31 52 30 135 61 * * * * * *
08:30 92 37 67 34 159 71 * * * * * *
08:45 113 33 68 27 181 60 * * * * * *
09:00 90 35 81 30 171 65 * * * * * *
09:15 98 29 74 22 172 51 * * * * * *
09:30 96 31 72 30 168 61 * * * * * *
09:45 92 28 78 22 170 50 * * * * * *
10:00 79 27 70 24 149 51 * * * * * *
10:15 89 16 74 24 163 40 * * * * * *
10:30 103 14 84 13 187 27 * * * * * *
10:45 82 8 78 15 160 23 * * * * * *
11:00 96 14 71 15 167 29 * * * * * *
11:15 93 10 84 13 177 23 * * * * * *
11:30 123 16 96 9 219 25 * * * * * *
11:45 100 6 85 13 185 19 * * * * * *
Total 2029 2816 1637 2580 3666 5396 1 0 1 0 2 0
Day Total 4845 4217 9062 1 1 2
% Total 22.4% 31.1% 18.1% 28.5% 50.0% 0.0% 50.0% 0.0%

Peak 11:00 01:30 11:00 01:00 11:00 01:30
Vol. 412 406 336 392 748 780
P.H.F. 0.837 0.868 0.875 0.817 0.854 0.878


Capacity Analyses
2018 No-Build Conditions

Lanes, Volumes, Timings 2018 No-Build PM Peak
10: Emery Street & East Columbus Ave.
12/28/2012
Hollywood Casino & Hotel Springfield 12/13/2012 2018 No-Build Synchro 8 Report
SRU
Lane Group SEL SET SER NWL NWT NWR NEL NET NER SWL SWT SWR
Lane Configurations
Volume (vph) 0 0 0 0 690 26 0 10 0 0 0 82
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.995 0.865
Flt Protected
Satd. Flow (prot) 0 0 0 0 3592 0 0 1900 0 0 0 1644
Flt Permitted
Satd. Flow (perm) 0 0 0 0 3592 0 0 1900 0 0 0 1644
Link Speed (mph) 30 30 30 30
Link Distance (ft) 571 622 64 149
Travel Time (s) 13.0 14.1 1.5 3.4
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 0 750 28 0 11 0 0 0 89
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 0 0 0 778 0 0 11 0 0 0 89
Sign Control Free Free Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 37.4% ICU Level of Service A
Analysis Period (min) 15
HCM 2010 TWSC 2018 No-Build PM Peak
12/28/2012
SRU
Intersection
Intersection Delay, s/veh 1.2

Movement SEL SET SER NWL NWT NWR NEL NET NER SWL SWT SWR
Vol, veh/h 0 0 0 0 690 26 0 10 0 0 0 82
Conflicting Peds, #/hr 0 0 0 0 0 0 0 0 0 0 0 0
Sign Control Free Free Free Free Free Free Stop Stop Stop Stop Stop Stop
RT Channelized None None None None None None None None None None None None
Storage Length 0 0 0 0 0 0 0 0
Median Width 0 0 0 0
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 0 0 0 0 750 28 0 11 0 0 0 89
Number of Lanes 0 0 0 0 2 0 0 1 0 0 0 1

Major/Minor Major 2 Minor 1 Minor 2
Conflicting Flow All 0 0 0 375 778 0 769 764 388
Stage 1 - - - 0 0 - 764 764 -
Stage 2 - - - 375 778 - 5 0 -
Follow-up Headway - - - 3.5 4 Error 3.5 4 3.3
Pot Capacity-1 Maneuver - - - 604 330 - 342 336 616
Stage 1 - - - - - - 426 416 -
Stage 2 - - - 671 410 - - - -
Time blocked-Platoon, % 0 - - 0 0 0 0 0 0
Mov Capacity-1 Maneuver - - - 604 # 0 - 342 0 616
Mov Capacity-2 Maneuver - - - 604 # 0 - 342 0 -
Stage 1 - - - - # 0 - 426 0 -
Stage 2 - - - 671 # 0 - - 0 -

Approach NW NE SW
HCM Control Delay, s 0 - 11.8
HCM LOS - - B

Minor Lane / Major Mvmt NELn1 NWL NWT NWRSWLn1
Cap, veh/h - - - - 616
HCM Control Delay, s - 0 - - 11.8
HCM Lane V/C Ratio - - - - 0.14
HCM Lane LOS - A - - B
HCM 95th-tile Q, veh - - - - 0.5
Notes
~ : Volume Exceeds Capacity; $ : Delay Exceeds 300 Seconds; Error : Computation Not Defined
11: West Columbus Ave. & Emery Street
12/28/2012
SRU
Lane Group SEL SET NWT NWR SWL SWR
Lane Configurations
Volume (vph) 10 166 0 0 0 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 1.00 1.00 1.00 1.00
Frt
Flt Protected 0.997
Satd. Flow (prot) 0 3599 0 0 0 0
Flt Permitted 0.997
Satd. Flow (perm) 0 3599 0 0 0 0
Link Speed (mph) 30 30 30
Link Distance (ft) 649 621 64
Travel Time (s) 14.8 14.1 1.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 11 180 0 0 0 0
Lane Group Flow (vph) 0 191 0 0 0 0
Sign Control Free Free Stop
Area Type: Other
12/28/2012
SRU
HCM research expects at least one 'Stop' controlled approach at the intersection.
12: West Columbus Ave.
12/28/2012
SRU
Lane Configurations
Volume (vph) 31 321 0 0 0 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt
Flt Protected 0.950
Satd. Flow (prot) 1805 1900 0 0 0 0
Flt Permitted 0.950
Satd. Flow (perm) 1805 1900 0 0 0 0
Travel Time (s) 14.1 9.1 1.7
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 34 349 0 0 0 0
Sign Control Free Free Free
Area Type: Other
Intersection Capacity Utilization 72.8% ICU Level of Service C
12: West Columbus Ave.
12/28/2012
SRU
13: East Columbus Ave.
12/28/2012
SRU
Lane Group WBL WBR WBR2 SEL SER NEL NET NER SWL SWT SWR
Lane Configurations
Volume (vph) 0 651 228 0 0 0 31 0 0 0 244
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.88 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.865
Flt Protected
Satd. Flow (prot) 0 2842 0 0 0 0 1900 0 0 0 1644
Flt Permitted
Satd. Flow (perm) 0 2842 0 0 0 0 1900 0 0 0 1644
Travel Time (s) 8.5 14.1 1.7 3.7
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 708 248 0 0 0 34 0 0 0 265
Lane Group Flow (vph) 0 956 0 0 0 0 34 0 0 0 265
Area Type: Other
13: East Columbus Ave.
12/28/2012
SRU
Intersection

Movement WBL WBR SEL SER NEL NET NER SWL SWT SWR
Vol, veh/h 0 651 0 0 0 31 0 0 0 244
Conflicting Peds, #/hr 0 0 0 0 0 0 0 0 0 0
Sign Control Free Free Free Free Stop Stop Stop Stop Stop Stop
RT Channelized None None None None None None None None None None
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 0 708 0 0 0 34 0 0 0 265
Number of Lanes 0 2 0 0 0 1 0 0 0 1

Major/Minor Minor 1 Minor 2
Conflicting Flow All 0 0 354 955 0 849 832 477
Stage 1 - - 0 0 - 832 832 -
Stage 2 - - 354 955 - 17 0 -
Follow-up Headway - - 3.5 4 Error 3.5 4 3.3
Pot Capacity-1 Maneuver - - 623 260 - 304 307 540
Stage 1 - - - - - 393 387 -
Stage 2 - - 687 339 - - - -
Time blocked-Platoon, % 0 - 0 0 0 0 0 0
Mov Capacity-1 Maneuver - - 623 # 0 - 304 0 540
Mov Capacity-2 Maneuver - - 623 # 0 - 304 0 -
Stage 1 - - - # 0 - 393 0 -
Stage 2 - - 687 # 0 - - 0 -

Approach WB NE SW
HCM Control Delay, s 0 - 17.9
HCM LOS - - C

Minor Lane / Major Mvmt NELn1 WBL WBR WBR2SWLn1
Cap, veh/h - - - - 540
HCM Control Delay, s - 0 - - 17.9
HCM Lane V/C Ratio - - - - 0.49
HCM Lane LOS - A - - C
HCM 95th-tile Q, veh - - - - 2.7
Notes
14: Main Street & Bond Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 15 300 433 14 0 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 0.95 0.95 1.00 1.00
Frt 0.995
Flt Protected 0.998
Satd. Flow (prot) 0 3603 3592 0 0 0
Flt Permitted 0.998
Satd. Flow (perm) 0 3603 3592 0 0 0
Travel Time (s) 6.4 1.7 21.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 16 326 471 15 0 0
Area Type: Other
12/28/2012
SRU
15: Main Street & Bolyston Street
12/28/2012
SRU
Lane Group EBL EBR SET SER NWL NWT
Lane Configurations
Volume (vph) 33 22 352 12 15 369
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.95 0.95 0.95 0.95
Frt 0.946 0.995
Flt Protected 0.971 0.998
Satd. Flow (prot) 1745 0 3592 0 0 3603
Flt Permitted 0.971 0.998
Satd. Flow (perm) 1745 0 3592 0 0 3603
Travel Time (s) 18.6 17.4 8.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 36 24 383 13 16 401
Sign Control Stop Free Free
Area Type: Other
Description: Main Street
12/28/2012
SRU
Intersection

Movement EBL EBR SET SER NWL NWT
Vol, veh/h 33 22 352 12 15 369
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Stop Stop Free Free Free Free
RT Channelized None None None None None None
Storage Length 0 0 0 0
Median Width 12 12 12
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0
Mvmt Flow 36 24 383 13 16 401
Number of Lanes 1 0 2 0 0 2

Major/Minor Major 1 Major 2
Conflicting Flow All 622 198 0 0 396 0
Stage 1 389 - - - - -
Stage 2 233 - - - - -
Follow-up Headway 3.5 3.3 - - 2.2 -
Pot Capacity-1 Maneuver 423 816 - - 1174 -
Stage 1 660 - - - - -
Stage 2 790 - - - - -
Time blocked-Platoon, % 0 0 - - 0 -
Mov Capacity-1 Maneuver415 816 - - 1174 -
Mov Capacity-2 Maneuver415 - - - - -
Stage 1 660 - - - - -
Stage 2 776 - - - - -

Approach EB SE NW
HCM Control Delay, s 12.9 0 0.4
HCM LOS B - -

Minor Lane / Major Mvmt NWL NWT EBLn1 SET SER
Cap, veh/h 1174 - 517 - -
HCM Control Delay, s 8.11 0.1 12.9 - -
HCM Lane V/C Ratio 0.01 - 0.12 - -
HCM Lane LOS A A B - -
HCM 95th-tile Q, veh 0.0 - 0.4 - -
Notes
16: Emery Street & Main Street
12/28/2012
SRU
Lane Group SET SER NWL NWT NEL NER
Lane Configurations
Volume (vph) 360 39 0 400 0 66
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 1.00 0.95 1.00 1.00
Frt 0.985 0.865
Flt Protected
Satd. Flow (prot) 3556 0 0 3610 0 1644
Flt Permitted
Satd. Flow (perm) 3556 0 0 3610 0 1644
Travel Time (s) 8.5 5.4 8.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 391 42 0 435 0 72
Area Type: Other
12/28/2012
SRU
Intersection

Movement SET SER NWL NWT NEL NER
Vol, veh/h 360 39 0 400 0 66
Sign Control Free Free Free Free Stop Stop
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 391 42 0 435 0 72

Stage 1 - - - - 413 -
Stage 2 - - - - 217 -
Follow-up Headway - - 2.2 - 3.5 3.3
Pot Capacity-1 Maneuver - - 1136 - 418 794
Stage 1 - - - - 642 -
Stage 2 - - - - 804 -
Time blocked-Platoon, % - - 0 - 0 0
Mov Capacity-1 Maneuver - - 1136 - 418 794
Mov Capacity-2 Maneuver - - - - 418 -
Stage 1 - - - - 642 -
Stage 2 - - - - 804 -

Approach SE NW NE
HCM Control Delay, s 0 0 10
HCM LOS - - B

Minor Lane / Major Mvmt NELn1 NWL NWT SET SER
Cap, veh/h 794 1136 - - -
HCM Control Delay, s 10 0 - - -
HCM Lane V/C Ratio 0.09 - - - -
HCM Lane LOS B A - - -
HCM 95th-tile Q, veh 0.3 0.0 - - -
Notes
17: Main Street & Congress Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 115 307 301 24 51 98
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 150 0 0 400
Storage Lanes 1 0 1 0
Taper Length (ft) 25 25
Lane Util. Factor 1.00 0.95 0.95 0.95 1.00 1.00
Frt 0.989 0.911
Satd. Flow (prot) 1805 3610 3570 0 1701 0
Satd. Flow (perm) 1805 3610 3570 0 1701 0
Travel Time (s) 5.4 9.0 23.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 125 334 327 26 55 107
Area Type: Other
17: Main Street & Congress Street
12/28/2012
SRU
Intersection

Movement SEL SET NWT NWR SWL SWR
Vol, veh/h 115 307 301 24 51 98
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 125 334 327 26 55 107

Conflicting Flow All 353 0 - 0 757 177
Stage 1 - - - - 340 -
Stage 2 - - - - 417 -
Follow-up Headway 2.2 - - - 3.5 3.3
Pot Capacity-1 Maneuver1217 - - - 348 842
Stage 1 - - - - 698 -
Stage 2 - - - - 639 -
Time blocked-Platoon, % 0 - - - 0 0
Mov Capacity-1 Maneuver 1217 - - - 312 842
Stage 1 - - - - 698 -
Stage 2 - - - - 573 -

Approach SE NW SW
HCM LOS - - B

Minor Lane / Major Mvmt NWT NWR SEL SETSWLn1
Cap, veh/h - - 1217 - 532
HCM Control Delay, s - - 8.296 - 14.7
HCM Lane V/C Ratio - - 0.10 - 0.30
HCM Lane LOS - - A - B
HCM 95th-tile Q, veh - - 0.3 - 1.3
Notes
18: Main Street & Liberty Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 56 224 62 31 194 85 52 196 67 89 145 63
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Storage Length (ft) 150 0 150 0 100 100 150 0
Storage Lanes 1 0 1 1 1 1 1 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.968 0.850 0.850 0.955
Flt Protected 0.950 0.950 0.950 0.950
Satd. Flow (prot) 1805 3494 0 1805 1900 1615 1805 1900 1615 1805 1814 0
Flt Permitted 0.950 0.950 0.513 0.950
Satd. Flow (perm) 1805 3494 0 1805 1900 1615 975 1900 1615 1805 1814 0
Right Turn on Red Yes Yes Yes Yes
Satd. Flow (RTOR) 64 196 196 38
Travel Time (s) 9.0 7.7 11.1 22.6
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 61 243 67 34 211 92 57 213 73 97 158 68
Turn Type Prot NA Prot NA Perm Perm NA Perm Split NA
Protected Phases 1 6 5 2 4 8 8
Permitted Phases 2 4 4
Detector Phase 1 6 5 2 2 4 4 4 8 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 8.0 10.0 8.0 10.0 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 8.0 15.0 8.0 15.0 15.0 14.0 14.0 14.0 13.0 13.0
Total Split (%) 16.0% 30.0% 16.0% 30.0% 30.0% 28.0% 28.0% 28.0% 26.0% 26.0%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lead Lag Lag
Lead-Lag Optimize? Yes Yes Yes Yes Yes
Recall Mode None C-Max None C-Max C-Max None None None None None
Act Effct Green (s) 4.5 19.3 4.5 17.7 17.7 9.2 9.2 9.2 8.4 8.4
Actuated g/C Ratio 0.09 0.39 0.09 0.35 0.35 0.18 0.18 0.18 0.17 0.17
v/c Ratio 0.38 0.22 0.21 0.31 0.13 0.32 0.61 0.16 0.32 0.67
Control Delay 29.2 11.5 24.9 17.3 0.4 22.6 26.7 0.7 21.1 27.6
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 29.2 11.5 24.9 17.3 0.4 22.6 26.7 0.7 21.1 27.6
LOS C B C B A C C A C C
Approach Delay 14.4 13.5 20.5 25.6
Approach LOS B B C C
90th %ile Green (s) 4.0 11.0 4.0 11.0 11.0 10.0 10.0 10.0 9.0 9.0
90th %ile Term Code Max Coord Max Coord Coord Max Max Max Max Max
70th %ile Green (s) 4.0 11.0 4.0 11.0 11.0 10.0 10.0 10.0 9.0 9.0
12/28/2012
SRU
70th %ile Term Code Max Coord Max Coord Coord Max Max Max Max Max
50th %ile Green (s) 4.0 19.0 0.0 11.0 11.0 10.0 10.0 10.0 9.0 9.0
50th %ile Term Code Max Coord Skip Coord Coord Max Max Max Max Max
30th %ile Green (s) 0.0 20.0 0.0 20.0 20.0 9.1 9.1 9.1 8.9 8.9
30th %ile Term Code Skip Coord Skip Coord Coord Gap Gap Gap Gap Gap
10th %ile Green (s) 0.0 35.7 0.0 35.7 35.7 0.0 0.0 0.0 6.3 6.3
10th %ile Term Code Skip Coord Skip Coord Coord Skip Skip Skip Gap Gap
Stops (vph) 54 163 33 153 0 47 172 0 75 151
Fuel Used(gal) 1 2 0 2 0 1 3 0 1 4
CO Emissions (g/hr) 56 171 29 143 16 49 193 18 104 253
NOx Emissions (g/hr) 11 33 6 28 3 9 38 4 20 49
VOC Emissions (g/hr) 13 40 7 33 4 11 45 4 24 59
Dilemma Vehicles (#) 0 0 0 0 0 0 0 0 0 0
Queue Length 50th (ft) 18 24 10 54 0 14 57 0 25 51
Queue Length 95th (ft) #52 60 31 107 2 41 111 0 58 #127
Internal Link Dist (ft) 317 260 407 913
Turn Bay Length (ft) 150 150 100 100 150
Base Capacity (vph) 162 1390 162 674 699 195 380 479 324 357
Starvation Cap Reductn 0 0 0 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0
Reduced v/c Ratio 0.38 0.22 0.21 0.31 0.13 0.29 0.56 0.15 0.30 0.63
Area Type: Other
Cycle Length: 50
Actuated Cycle Length: 50
Offset: 0 (0%), Referenced to phase 2:NWT and 6:SET, Start of Green
Natural Cycle: 50
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.67
Intersection Signal Delay: 18.3 Intersection LOS: B
# 95th percentile volume exceeds capacity, queue may be longer.
Queue shown is maximum after two cycles.
Splits and Phases: 18: Main Street & Liberty Street
19: Bond Street & I-291 SB On
12/28/2012
SRU
Lane Group NWL NWR NET NER SWL SWT
Lane Configurations
Volume (vph) 0 0 0 0 227 83
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt
Flt Protected 0.965
Satd. Flow (prot) 0 0 1900 0 0 1834
Flt Permitted 0.965
Satd. Flow (perm) 0 0 1900 0 0 1834
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 0 247 90
Area Type: Other
12/28/2012
SRU
12/28/2012
SRU
Lane Group WBL WBR NET NER SWL SWT
Lane Configurations
Volume (vph) 0 0 10 81 0 82
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.880
Flt Protected
Satd. Flow (prot) 0 0 1672 0 0 1900
Flt Permitted
Satd. Flow (perm) 0 0 1672 0 0 1900
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 11 88 0 89
Area Type: Other
12/28/2012
SRU
21: Bond Street & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 332 0 0 167 82 0 0 83 1 0 83
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 1.00 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.951 0.865 0.866
Flt Protected 0.999
Satd. Flow (prot) 0 3610 0 0 3433 0 0 0 1644 0 1644 0
Flt Permitted 0.999
Satd. Flow (perm) 0 3610 0 0 3433 0 0 0 1644 0 1644 0
Travel Time (s) 6.7 12.6 21.2 3.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 361 0 0 182 89 0 0 90 1 0 90
Area Type: Other
12/28/2012
SRU
Intersection

Vol, veh/h 0 332 0 0 167 82 0 0 83 1 0 83
Sign Control Free Free Free Free Free Free Stop Stop Stop Stop Stop Stop
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 0 361 0 0 182 89 0 0 90 1 0 90
Number of Lanes 0 2 0 0 2 0 0 0 1 0 1 0

Major/Minor Major 1 Major 2 Minor 1 Minor 2
Conflicting Flow All 271 0 0 361 0 0 452 632 180 406 587 135
Stage 1 - - - - - - 361 361 - 226 226 -
Stage 2 - - - - - - 91 271 - 180 361 -
Follow-up Headway 2.2 - - 2.2 - - 3.5 4 3.3 3.5 4 3.3
Pot Capacity-1 Maneuver1304 - - 1209 - - 496 400 838 534 425 895
Stage 1 - - - - - - 636 629 - 762 721 -
Stage 2 - - - - - - 912 689 - 810 629 -
Time blocked-Platoon, % 0 - - 0 - - 0 0 0 0 0 0
Mov Capacity-1 Maneuver 1304 - - 1209 - - 446 400 838 477 425 895
Mov Capacity-2 Maneuver - - - - - - 446 400 - 477 425 -
Stage 1 - - - - - - 636 629 - 762 721 -
Stage 2 - - - - - - 820 689 - 723 629 -

Approach SE NW NE SW
HCM Control Delay, s 0 0 9.8 9.5
HCM LOS - - A A

Minor Lane / Major Mvmt NELn1 NWL NWT NWR SEL SET SERSWLn1
Cap, veh/h 838 1209 - - 1304 - - 886
HCM Control Delay, s 9.8 0 - - 0 - - 9.5
HCM Lane V/C Ratio 0.11 - - - - - - 0.10
HCM Lane LOS A A - - A - - A
HCM 95th-tile Q, veh 0.4 0.0 - - 0.0 - - 0.3
Notes
22: Dwight Street & I-291 WB Exit
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 363 40 232 189 0 0 0 0 257 2 62
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.985 0.850
Satd. Flow (prot) 0 3556 0 0 3513 0 0 0 0 0 1811 1615
Satd. Flow (perm) 0 3556 0 0 2263 0 0 0 0 0 1811 1615
Satd. Flow (RTOR) 22 67
Travel Time (s) 12.6 9.9 21.3 11.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 395 43 252 205 0 0 0 0 279 2 67
Turn Type NA Perm NA Perm NA Perm
Protected Phases 6 2 8
Detector Phase 6 2 2 8 8 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 41.0 41.0 41.0 34.0 34.0 34.0
Total Split (%) 54.7% 54.7% 54.7% 45.3% 45.3% 45.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max C-Max None None None
Act Effct Green (s) 49.8 49.8 17.2 17.2
Actuated g/C Ratio 0.66 0.66 0.23 0.23
v/c Ratio 0.19 0.30 0.68 0.16
Control Delay 5.5 7.4 34.1 6.5
Queue Delay 0.0 0.0 0.0 0.0
Total Delay 5.5 7.4 34.1 6.5
LOS A A C A
Approach Delay 5.5 7.4 28.8
Approach LOS A A C
90th %ile Green (s) 43.0 43.0 43.0 24.0 24.0 24.0
90th %ile Term Code Coord Coord Coord Gap Gap Gap
70th %ile Green (s) 47.3 47.3 47.3 19.7 19.7 19.7
50th %ile Green (s) 49.9 49.9 49.9 17.1 17.1 17.1
12/28/2012
SRU
30th %ile Green (s) 52.5 52.5 52.5 14.5 14.5 14.5
10th %ile Green (s) 56.2 56.2 56.2 10.8 10.8 10.8
Stops (vph) 140 208 223 13
Fuel Used(gal) 3 3 4 0
CO Emissions (g/hr) 208 224 280 27
NOx Emissions (g/hr) 40 44 55 5
VOC Emissions (g/hr) 48 52 65 6
Dilemma Vehicles (#) 0 0 0 0
Queue Length 50th (ft) 33 50 120 0
Queue Length 95th (ft) 66 m86 174 25
Turn Bay Length (ft)
Base Capacity (vph) 2367 1502 724 686
Starvation Cap Reductn 0 0 0 0
Spillback Cap Reductn 0 0 0 0
Storage Cap Reductn 0 0 0 0
Reduced v/c Ratio 0.19 0.30 0.39 0.10
Area Type: Other
Cycle Length: 75
Offset: 74 (99%), Referenced to phase 2:NWTL and 6:SET, Start of Green
Natural Cycle: 40
m Volume for 95th percentile queue is metered by upstream signal.
Splits and Phases: 22: Dwight Street & I-291 WB Exit
23: I-91 NB Exit & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 47 80 610 0 0 420
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.95 1.00 1.00 0.95
Frt 0.915
Flt Protected 0.982
Satd. Flow (prot) 1707 0 3610 0 0 3610
Flt Permitted 0.982
Satd. Flow (perm) 1707 0 3610 0 0 3610
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 51 87 663 0 0 457
Area Type: Other
12/28/2012
SRU
Intersection

Vol, veh/h 47 80 610 0 0 420
Median Width 12 6 0
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 51 87 663 0 0 457

Stage 1 663 - - - - -
Stage 2 228 - - - - -
Stage 1 480 - - - - -
Stage 2 794 - - - - -
Stage 1 480 - - - - -
Stage 2 794 - - - - -

Approach EB SE NW
HCM Control Delay, s 16.6 0 0
HCM LOS C - -

Cap, veh/h 935 - 448 - -
HCM Control Delay, s 0 - 16.6 - -
HCM Lane V/C Ratio - - 0.31 - -
HCM Lane LOS A - C - -
HCM 95th-tile Q, veh 0.0 - 1.3 - -
Notes
24: Congress Street & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 50 458 67 33 284 7 163 52 46 33 106 231
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 0.95 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.982 0.996 0.976 0.916
Flt Protected 0.996 0.950 0.970 0.996
Satd. Flow (prot) 0 3531 0 1805 3596 0 0 1799 0 0 1733 0
Flt Permitted 0.898 0.389 0.409 0.958
Satd. Flow (perm) 0 3183 0 739 3596 0 0 758 0 0 1667 0
Satd. Flow (RTOR) 24 4 16 150
Travel Time (s) 5.1 9.1 23.2 12.9
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 54 498 73 36 309 8 177 57 50 36 115 251
Turn Type pm+pt NA Perm NA Perm NA pm+pt NA
Protected Phases 1 6 2 4 3 8
Permitted Phases 6 2 4 8
Detector Phase 1 6 2 2 4 4 3 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 8.0 10.0 10.0 10.0 10.0 10.0 8.0 10.0
Total Split (s) 8.0 28.0 28.0 28.0 31.0 31.0 8.0 39.0
Total Split (%) 10.7% 37.3% 37.3% 37.3% 41.3% 41.3% 10.7% 52.0%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lag Lag Lag Lead
Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes
Recall Mode None C-Max C-Max C-Max None None None None
Act Effct Green (s) 44.7 44.7 44.7 22.3 22.3
Actuated g/C Ratio 0.60 0.60 0.60 0.30 0.30
v/c Ratio 0.33 0.08 0.15 1.20 0.67
Control Delay 6.7 3.9 3.1 149.3 17.1
Queue Delay 0.0 0.0 0.0 0.0 0.0
Total Delay 6.7 3.9 3.1 149.3 17.1
LOS A A A F B
Approach Delay 6.7 3.2 149.3 17.1
Approach LOS A A F B
90th %ile Green (s) 0.0 36.8 36.8 36.8 30.2 30.2 0.0 30.2
90th %ile Term Code Skip Coord Coord Coord Gap Gap Skip Hold
70th %ile Green (s) 0.0 40.6 40.6 40.6 26.4 26.4 0.0 26.4
12/28/2012
SRU
50th %ile Green (s) 0.0 44.2 44.2 44.2 22.8 22.8 0.0 22.8
30th %ile Green (s) 0.0 48.0 48.0 48.0 19.0 19.0 0.0 19.0
10th %ile Green (s) 0.0 53.8 53.8 53.8 13.2 13.2 0.0 13.2
Stops (vph) 208 11 76 210 144
Fuel Used(gal) 3 0 2 11 4
CO Emissions (g/hr) 206 13 106 780 260
NOx Emissions (g/hr) 40 3 21 152 51
VOC Emissions (g/hr) 48 3 25 181 60
Dilemma Vehicles (#) 0 0 0 0 0
Queue Length 50th (ft) 48 2 9 ~156 73
Queue Length 95th (ft) 92 15 38 #265 113
Turn Bay Length (ft) 150
Base Capacity (vph) 1906 440 2143 289 857
Starvation Cap Reductn 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0
Reduced v/c Ratio 0.33 0.08 0.15 0.98 0.47
Area Type: Other
Cycle Length: 75
Offset: 72 (96%), Referenced to phase 2:NWTL and 6:SETL, Start of Green
Natural Cycle: 50
Intersection Signal Delay: 32.8 Intersection LOS: C
Intersection Capacity Utilization 73.8% ICU Level of Service D
~ Volume exceeds capacity, queue is theoretically infinite.
Splits and Phases: 24: Congress Street & Dwight Street
25: Liberty Street & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 35 449 67 0 0 0 195 164 86 313 207 84
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.980 0.949 0.850
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1805 3538 0 0 0 0 1805 1803 0 1805 1900 1615
Flt Permitted 0.950 0.577 0.525
Satd. Flow (perm) 1805 3538 0 0 0 0 1096 1803 0 998 1900 1615
Satd. Flow (RTOR) 22 65 91
Travel Time (s) 9.1 9.5 22.6 12.4
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 38 488 73 0 0 0 212 178 93 340 225 91
Turn Type Perm NA Perm NA Perm NA Perm
Permitted Phases 6 4 4 8 8 8
Detector Phase 6 6 4 4 8 8 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 25.0 25.0 50.0 50.0 50.0 50.0 50.0
Total Split (%) 33.3% 33.3% 66.7% 66.7% 66.7% 66.7% 66.7%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max None None None None None
Act Effct Green (s) 35.0 35.0 32.0 32.0 32.0 32.0 32.0
Actuated g/C Ratio 0.47 0.47 0.43 0.43 0.43 0.43 0.43
v/c Ratio 0.05 0.34 0.45 0.34 0.80 0.28 0.12
Control Delay 13.1 13.6 16.6 10.1 26.9 9.6 2.3
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 13.1 13.6 16.6 10.1 26.9 9.6 2.3
LOS B B B B C A A
Approach LOS B B B
90th %ile Green (s) 22.4 22.4 44.6 44.6 44.6 44.6 44.6
90th %ile Term Code Coord Coord Hold Hold Gap Gap Gap
70th %ile Green (s) 28.8 28.8 38.2 38.2 38.2 38.2 38.2
12/28/2012
SRU
50th %ile Green (s) 34.5 34.5 32.5 32.5 32.5 32.5 32.5
30th %ile Green (s) 40.5 40.5 26.5 26.5 26.5 26.5 26.5
10th %ile Green (s) 49.0 49.0 18.0 18.0 18.0 18.0 18.0
Stops (vph) 26 365 121 107 228 94 8
Fuel Used(gal) 0 5 3 3 4 2 0
CO Emissions (g/hr) 24 353 198 212 301 126 31
NOx Emissions (g/hr) 5 69 39 41 59 25 6
VOC Emissions (g/hr) 6 82 46 49 70 29 7
Dilemma Vehicles (#) 0 0 0 0 0 0 0
Queue Length 50th (ft) 11 99 67 59 91 50 0
Queue Length 95th (ft) m34 m162 84 73 124 69 16
Turn Bay Length (ft) 150 150
Base Capacity (vph) 843 1664 672 1130 612 1165 1025
Starvation Cap Reductn 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0
Reduced v/c Ratio 0.05 0.34 0.32 0.24 0.56 0.19 0.09
Area Type: Other
Cycle Length: 75
Offset: 17 (23%), Referenced to phase 6:SETL, Start of Green
Natural Cycle: 40
Intersection Capacity Utilization 55.8% ICU Level of Service B
Splits and Phases: 25: Liberty Street & Dwight Street
26: Chestnut Street & 291 Exit Ramp & I-291 Entrance Ramp
12/28/2012
SRU
Lane Group EBL EBR SBL SBR SEL SET SER NWL NWT NWR
Lane Configurations
Volume (vph) 0 137 0 0 0 375 0 0 489 395
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 0.95 1.00 1.00 0.95 0.95
Frt 0.865 0.933
Flt Protected
Satd. Flow (prot) 0 1644 0 0 0 3610 0 0 3368 0
Flt Permitted
Satd. Flow (perm) 0 1644 0 0 0 3610 0 0 3368 0
Travel Time (s) 9.0 9.2 15.8 6.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 149 0 0 0 408 0 0 532 429
Lane Group Flow (vph) 0 149 0 0 0 408 0 0 961 0
Sign Control Stop Free Free Free
Area Type: Other
12/28/2012
SRU
Intersection
Intersection Delay, s/veh 1

Movement EBL EBR SBL SBR SEL SET SER NWL NWT NWR
Vol, veh/h 0 137 0 0 0 375 0 0 489 395
Sign Control Stop Stop Free Free Free Free Free Free Free Free
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 0 149 0 0 0 408 0 0 532 429
Number of Lanes 0 1 0 0 0 2 0 0 2 0

Stage 1 408 - - - - - - -
Stage 2 266 - - - - - - -
Follow-up Headway 3.5 3.3 2.2 - - 2.2 - -
Pot Capacity-1 Maneuver 393 809 724 - - 1162 - -
Stage 1 646 - - - - - - -
Stage 2 760 - - - - - - -
Time blocked-Platoon, % 0 0 0 - - 0 - -
Mov Capacity-1 Maneuver393 809 724 - - 1162 - -
Mov Capacity-2 Maneuver393 - - - - - - -
Stage 1 646 - - - - - - -
Stage 2 760 - - - - - - -

Approach EB SE NW
HCM LOS B - -

Minor Lane / Major Mvmt NWL NWT NWR EBLn1 SEL SET SER
Cap, veh/h 1162 - - 809 724 - -
HCM Control Delay, s 0 - - 10.5 0 - -
HCM Lane V/C Ratio - - - 0.18 - - -
HCM Lane LOS A - - B A - -
HCM 95th-tile Q, veh 0.0 - - 0.7 0.0 - -
Notes
27: Congress Street & Chestnut Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 413 91 145 819 65 62
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 1.00 0.95 1.00 1.00
Frt 0.973 0.934
Satd. Flow (prot) 3513 0 1805 3610 1730 0
Satd. Flow (perm) 3513 0 1805 3610 1730 0
Travel Time (s) 6.0 10.3 12.9
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 449 99 158 890 71 67
Area Type: Other
12/28/2012
SRU
Intersection

Movement SET SER NWL NWT NEL NER
Vol, veh/h 413 91 145 819 65 62
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 449 99 158 890 71 67

Stage 1 - - - - 498 -
Stage 2 - - - - 760 -
Follow-up Headway - - 2.2 - 3.5 3.3
Pot Capacity-1 Maneuver - - 1032 - 166 730
Stage 1 - - - - 582 -
Stage 2 - - - - 428 -
Time blocked-Platoon, % - - 0 - 0 0
Mov Capacity-1 Maneuver - - 1032 - 141 730
Stage 1 - - - - 582 -
Stage 2 - - - - 362 -

Approach SE NW NE
HCM Control Delay, s 0 1.4 40.7
HCM LOS - - E

Minor Lane / Major Mvmt NELn1 NWL NWT SET SER
Cap, veh/h 233 1032 - - -
HCM Control Delay, s 40.7 9.116 - - -
HCM Lane V/C Ratio 0.59 0.15 - - -
HCM Lane LOS E A - - -
HCM 95th-tile Q, veh 3.4 0.5 - - -
Notes
28: Liberty Street & Chestnut Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 221 0 239 141 642 126 42 139 0 0 199 197
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.975 0.850
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1805 0 1615 1805 3520 0 1805 1900 0 0 1900 1615
Flt Permitted 0.950 0.950 0.480
Satd. Flow (perm) 1805 0 1615 1805 3520 0 912 1900 0 0 1900 1615
Travel Time (s) 10.3 10.0 12.4 12.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 240 0 260 153 698 137 46 151 0 0 216 214
Turn Type Prot Free Split NA Perm NA NA pm+ov
Permitted Phases Free 4 4 8 8
Minimum Split (s) 8.0 10.0 10.0 10.0 10.0 10.0 8.0
Total Split (s) 22.0 32.0 32.0 21.0 21.0 21.0 22.0
Total Split (%) 29.3% 42.7% 42.7% 28.0% 28.0% 28.0% 29.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lag Lead
Lead-Lag Optimize? Yes Yes Yes Yes
Act Effct Green (s) 18.0 75.0 28.0 28.0 17.0 17.0 17.0 39.0
Actuated g/C Ratio 0.24 1.00 0.37 0.37 0.23 0.23 0.23 0.52
v/c Ratio 0.55 0.16 0.23 0.62 0.22 0.35 0.50 0.24
Control Delay 30.7 0.2 17.3 20.9 23.5 22.8 30.1 6.4
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 30.7 0.2 17.3 20.9 23.5 22.8 30.1 6.4
LOS C A B C C C C A
Approach LOS C C B
Stops (vph) 191 0 92 578 26 82 170 60
Fuel Used(gal) 3 1 1 9 1 2 3 1
CO Emissions (g/hr) 225 60 104 635 37 118 208 98
NOx Emissions (g/hr) 44 12 20 123 7 23 40 19
VOC Emissions (g/hr) 52 14 24 147 8 27 48 23
Dilemma Vehicles (#) 0 0 0 0 0 0 0 0
Queue Length 50th (ft) 98 0 48 156 13 42 88 28
12/28/2012
SRU
Base Capacity (vph) 433 1615 673 1336 206 430 430 883
Starvation Cap Reductn 0 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0 0
Reduced v/c Ratio 0.55 0.16 0.23 0.63 0.22 0.35 0.50 0.24
Area Type: Other
Cycle Length: 75
Offset: 12 (16%), Referenced to phase 2:NWTL, Start of Green
Natural Cycle: 40
Control Type: Pretimed
Splits and Phases: 28: Liberty Street & Chestnut Street
30: Emery Street & Bolyston Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 20 10 10 10 10 10 43 107 10 10 571 12
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.966 0.955 0.991 0.997
Flt Protected 0.976 0.984 0.987 0.999
Satd. Flow (prot) 0 1791 0 0 1785 0 0 1858 0 0 1892 0
Flt Permitted 0.976 0.984 0.987 0.999
Satd. Flow (perm) 0 1791 0 0 1785 0 0 1858 0 0 1892 0
Travel Time (s) 18.6 14.2 3.4 4.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 22 11 11 11 11 11 47 116 11 11 621 13
Sign Control Stop Stop Free Free
Area Type: Other
12/28/2012
SRU
Intersection

Vol, veh/h 20 10 10 10 10 10 43 107 10 10 571 12
Sign Control Stop Stop Stop Stop Stop Stop Free Free Free Free Free Free
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 22 11 11 11 11 11 47 116 11 11 621 13
Number of Lanes 0 1 0 0 1 0 0 1 0 0 1 0

Major/Minor Minor 2 Minor 1 Major 1 Major 2
Conflicting Flow All 875 870 627 875 870 122 634 0 0 127 0 0
Stage 1 649 649 - 215 215 - - - - - - -
Stage 2 226 221 - 660 655 - - - - - - -
Follow-up Headway 3.5 4 3.3 3.5 4 3.3 2.2 - - 2.2 - -
Pot Capacity-1 Maneuver 272 292 487 272 292 935 959 - - 1472 - -
Stage 1 462 469 - 792 729 - - - - - - -
Stage 2 781 724 - 455 466 - - - - - - -
Time blocked-Platoon, % 0 0 0 0 0 0 0 - - 0 - -
Mov Capacity-1 Maneuver248 273 487 245 273 935 959 - - 1472 - -
Mov Capacity-2 Maneuver248 273 - 245 273 - - - - - - -
Stage 1 438 463 - 750 690 - - - - - - -
Stage 2 719 686 - 429 460 - - - - - - -

Approach SE NW NE SW
HCM Control Delay, s 19.6 16.7 2.4 0.1
HCM LOS C C - -

Minor Lane / Major Mvmt NEL NET NERNWLn1 SELn1 SWL SWT SWR
Cap, veh/h 959 - - 340 290 1472 - -
HCM Control Delay, s 8.946 0 - 16.7 19.6 7.464 0 -
HCM Lane V/C Ratio 0.05 - - 0.10 0.15 0.01 - -
HCM Lane LOS A A - C C A A -
HCM 95th-tile Q, veh 0.2 - - 0.3 0.5 0.0 - -
Notes
Capacity Analyses
2018 Build Conditions

Lanes, Volumes, Timings 2018 Build with Improvements PM Peak
12/28/2012
Hollywood Casino & Hotel Springfield 12/13/2012 2018 Build with Improvements Synchro 8 Report
SRU
Lane Configurations
Volume (vph) 0 0 0 0 690 120 0 41 0 0 76 535
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.978 0.882
Flt Protected
Satd. Flow (prot) 0 0 0 0 3531 0 0 1900 0 0 1676 0
Flt Permitted
Satd. Flow (perm) 0 0 0 0 3531 0 0 1900 0 0 1676 0
Travel Time (s) 13.0 14.1 1.5 3.4
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 0 750 130 0 45 0 0 83 582
Turn Type Perm NA NA NA
Permitted Phases 2
Detector Phase 2 2 4 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0 10.0
Total Split (s) 28.0 28.0 42.0 42.0
Total Split (%) 40.0% 40.0% 60.0% 60.0%
Yellow Time (s) 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max None None
Act Effct Green (s) 29.8 32.2 32.2
Actuated g/C Ratio 0.43 0.46 0.46
v/c Ratio 0.58 0.05 0.83
Control Delay 18.0 9.3 17.5
Queue Delay 0.0 0.0 7.4
Total Delay 18.0 9.3 24.8
LOS B A C
Approach LOS B A C
90th %ile Green (s) 24.0 24.0 38.0 38.0
90th %ile Term Code Coord Coord Hold Max
70th %ile Green (s) 24.9 24.9 37.1 37.1
70th %ile Term Code Coord Coord Hold Gap
50th %ile Green (s) 28.0 28.0 34.0 34.0
12/28/2012
SRU
30th %ile Green (s) 32.4 32.4 29.6 29.6
10th %ile Green (s) 39.7 39.7 22.3 22.3
Stops (vph) 589 21 272
Fuel Used(gal) 13 0 4
CO Emissions (g/hr) 876 15 307
NOx Emissions (g/hr) 170 3 60
VOC Emissions (g/hr) 203 3 71
Dilemma Vehicles (#) 0 0 0
Queue Length 50th (ft) 147 10 119
Queue Length 95th (ft) 228 22 157
Base Capacity (vph) 1521 1031 936
Starvation Cap Reductn 0 0 25
Spillback Cap Reductn 0 0 227
Storage Cap Reductn 0 0 0
Reduced v/c Ratio 0.58 0.04 0.94
Area Type: Other
Cycle Length: 70
Natural Cycle: 45
Splits and Phases: 10: Emery Street & East Columbus Ave.
12/28/2012
SRU
Lane Configurations
Volume (vph) 40 166 0 0 83 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 1.00 1.00 1.00 1.00
Frt
Satd. Flow (prot) 0 3574 0 0 1805 0
Satd. Flow (perm) 0 3574 0 0 1805 0
Right Turn on Red Yes Yes
Satd. Flow (RTOR)
Travel Time (s) 14.8 14.8 1.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 43 180 0 0 90 0
Turn Type Perm NA NA
Protected Phases 6 8
Permitted Phases 6
Detector Phase 6 6 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0
Total Split (s) 35.0 35.0 35.0
Total Split (%) 50.0% 50.0% 50.0%
Yellow Time (s) 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0
Total Lost Time (s) 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max None
Act Effct Green (s) 55.8 8.9
Actuated g/C Ratio 0.80 0.13
v/c Ratio 0.08 0.39
Control Delay 2.4 20.2
Queue Delay 0.0 0.0
Total Delay 2.4 20.2
LOS A C
Approach Delay 2.4 20.2
Approach LOS A C
90th %ile Green (s) 49.8 49.8 12.2
90th %ile Term Code Coord Coord Gap
70th %ile Green (s) 51.8 51.8 10.2
50th %ile Green (s) 53.1 53.1 8.9
12/28/2012
SRU
30th %ile Green (s) 54.5 54.5 7.5
10th %ile Green (s) 66.0 66.0 0.0
10th %ile Term Code Coord Coord Skip
Stops (vph) 45 58
Fuel Used(gal) 2 1
CO Emissions (g/hr) 145 49
NOx Emissions (g/hr) 28 10
VOC Emissions (g/hr) 34 11
Dilemma Vehicles (#) 0 0
Queue Length 50th (ft) 9 24
Queue Length 95th (ft) 21 m39
Internal Link Dist (ft) 569 570 1
Base Capacity (vph) 2851 799
Starvation Cap Reductn 0 0
Spillback Cap Reductn 5 0
Storage Cap Reductn 0 0
Reduced v/c Ratio 0.08 0.11
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Intersection Signal Delay: 7.6 Intersection LOS: A
Splits and Phases: 11: West Columbus Ave. & Emery Street
12: Main Street & Valet Exit
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 25 344 0 0 538
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.95 1.00 1.00 0.95
Frt 0.865
Flt Protected
Satd. Flow (prot) 0 1644 3610 0 0 3610
Flt Permitted
Satd. Flow (perm) 0 1644 3610 0 0 3610
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 27 374 0 0 585
Area Type: Other
HCM 2010 TWSC 2018 Build with Improvements PM Peak
12: Main Street & Valet Exit
12/28/2012
SRU
Intersection

Vol, veh/h 0 25 344 0 0 538
Median Width 0 0 0
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 0 27 374 0 0 585

Stage 1 374 - - - - -
Stage 2 292 - - - - -
Stage 1 672 - - - - -
Stage 2 738 - - - - -
Stage 1 672 - - - - -
Stage 2 738 - - - - -

Approach EB SE NW
HCM LOS A - -

Cap, veh/h 1196 - 830 - -
HCM Control Delay, s 0 - 9.5 - -
HCM Lane V/C Ratio - - 0.03 - -
HCM Lane LOS A - A - -
HCM 95th-tile Q, veh 0.0 - 0.1 - -
Notes
13: West Columbus Ave. & East Columbus Ave.
12/28/2012
SRU
Lane Group EBL EBT WBT WBR SEL SER SWL SWR SWR2
Lane Configurations
Volume (vph) 0 328 0 661 0 0 0 0 55
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.865 0.865
Flt Protected
Satd. Flow (prot) 0 1900 0 1644 0 0 0 0 1644
Flt Permitted
Satd. Flow (perm) 0 1900 0 1644 0 0 0 0 1644
Travel Time (s) 8.2 2.1 8.5 0.7
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 357 0 718 0 0 0 0 60
Lane Group Flow (vph) 0 357 0 718 0 0 0 0 60
Sign Control Free Free Free Stop
Area Type: Other
13: West Columbus Ave. & East Columbus Ave.
12/28/2012
SRU
Intersection

Movement EBL EBT WBT WBR SEL SER SWL SWR
Vol, veh/h 0 328 0 661 0 0 0 0
Conflicting Peds, #/hr 0 0 0 0 0 0 0 0
Sign Control Free Free Free Free Free Free Stop Stop
RT Channelized None None None None None None None None
Storage Length 0 0 0 0 0 0
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0
Mvmt Flow 0 357 0 718 0 0 0 0
Number of Lanes 0 1 0 1 0 0 0 0

Stage 1 - - - - 718 -
Stage 2 - - - - 0 -
Follow-up Headway 2.2 - - - 3.5 3.3
Pot Capacity-1 Maneuver 892 - - - 399 432
Stage 1 - - - - 487 -
Stage 2 - - - - - -
Time blocked-Platoon, % 0 - - - 0 0
Mov Capacity-1 Maneuver892 - - - 399 432
Stage 1 - - - - 487 -
Stage 2 - - - - - -

Approach EB WB SW
HCM Control Delay, s 0 0 14.7
HCM LOS - - B

Minor Lane / Major Mvmt EBL2 EBL EBT WBT WBR WBR2SWLn1
Cap, veh/h 892 - - - - - 432
HCM Control Delay, s 0 - - 0 - - 14.7
HCM Lane V/C Ratio - - - - - - 0.14
HCM Lane LOS A - - A - - B
HCM 95th-tile Q, veh 0.0 - - - - - 0.5
Notes
12/28/2012
SRU
Lane Configurations
Volume (vph) 15 347 475 263 0 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 0.95 0.95 1.00 1.00
Frt 0.947
Flt Protected 0.998
Satd. Flow (prot) 0 3603 3419 0 0 0
Flt Permitted 0.998
Satd. Flow (perm) 0 3603 3419 0 0 0
Travel Time (s) 6.4 1.7 21.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 16 377 516 286 0 0
Area Type: Other
12/28/2012
SRU
12/28/2012
SRU
Lane Configurations
Volume (vph) 33 22 399 12 15 691
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.95 0.95 0.95 0.95
Frt 0.946 0.996
Satd. Flow (prot) 1745 0 3596 0 0 3606
Satd. Flow (perm) 1745 0 3596 0 0 3606
Travel Time (s) 18.6 17.4 8.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 36 24 434 13 16 751
Area Type: Other
Description: Main Street
12/28/2012
SRU
Intersection

Vol, veh/h 33 22 399 12 15 691
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 36 24 434 13 16 751

Stage 1 440 - - - - -
Stage 2 408 - - - - -
Stage 1 622 - - - - -
Stage 2 646 - - - - -
Stage 1 622 - - - - -
Stage 2 630 - - - - -

Approach EB SE NW
HCM LOS C - -

Cap, veh/h 1124 - 395 - -
HCM Control Delay, s 8.25 0.1 15.7 - -
HCM Lane LOS A A C - -
HCM 95th-tile Q, veh 0.0 - 0.5 - -
Notes
12/28/2012
SRU
Lane Configurations
Volume (vph) 390 147 661 431 291 241
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00
Frt 0.850 0.850
Satd. Flow (prot) 1900 1615 3502 1900 1805 1615
Satd. Flow (perm) 1900 1615 3502 1900 1805 1615
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 424 160 718 468 316 262
Turn Type NA Perm Prot NA NA pm+ov
Protected Phases 6 5 2 4 5
Permitted Phases 6 4
Switch Phase
Minimum Split (s) 10.0 10.0 8.0 10.0 10.0 8.0
Total Split (s) 25.0 25.0 24.0 49.0 21.0 24.0
Total Split (%) 35.7% 35.7% 34.3% 70.0% 30.0% 34.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lag Lag Lead Lead
Recall Mode Max Max C-Max C-Max None C-Max
Act Effct Green (s) 21.0 21.0 21.5 46.5 15.5 41.0
Actuated g/C Ratio 0.30 0.30 0.31 0.66 0.22 0.59
v/c Ratio 0.74 0.27 0.67 0.37 0.79 0.26
Control Delay 31.9 4.9 22.6 5.6 36.1 2.4
Queue Delay 0.0 0.0 1.4 1.2 0.0 0.0
Total Delay 31.9 4.9 24.1 6.8 36.1 2.4
LOS C A C A D A
Approach LOS C B C
90th %ile Green (s) 21.0 21.0 20.0 45.0 17.0 20.0
90th %ile Term Code MaxR MaxR Coord Coord Max Coord
70th %ile Green (s) 21.0 21.0 20.0 45.0 17.0 20.0
50th %ile Green (s) 21.0 21.0 20.0 45.0 17.0 20.0
12/28/2012
SRU
30th %ile Green (s) 21.0 21.0 21.9 46.9 15.1 21.9
30th %ile Term Code MaxR MaxR Coord Coord Gap Coord
10th %ile Green (s) 21.0 21.0 25.4 50.4 11.6 25.4
10th %ile Term Code MaxR MaxR Coord Coord Gap Coord
Stops (vph) 333 22 561 164 254 36
Fuel Used(gal) 6 1 7 2 4 1
CO Emissions (g/hr) 385 49 515 154 306 70
NOx Emissions (g/hr) 75 9 100 30 59 14
VOC Emissions (g/hr) 89 11 119 36 71 16
Dilemma Vehicles (#) 0 0 0 0 0 0
Queue Length 50th (ft) 163 0 164 73 127 21
Queue Length 95th (ft) #289 38 145 86 #229 26
Base Capacity (vph) 570 596 1073 1261 438 1016
Starvation Cap Reductn 0 0 182 545 0 0
Spillback Cap Reductn 0 0 0 0 0 10
Storage Cap Reductn 0 0 0 0 0 0
Reduced v/c Ratio 0.74 0.27 0.81 0.65 0.72 0.26
Area Type: Other
Cycle Length: 70
Offset: 68 (97%), Referenced to phase 2:NWT and 5:NWL, Start of Green
Natural Cycle: 60
Splits and Phases: 16: Emery Street & Main Street
17: Garage/Congress Street & Main Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 248 309 5 38 477 24 0 0 0 51 244 614
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 0.95 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.998 0.993 0.850
Flt Protected 0.950 0.950 0.991
Satd. Flow (prot) 1805 3603 0 1805 3585 0 0 0 0 0 1883 1615
Flt Permitted 0.314 0.547 0.991
Satd. Flow (perm) 597 3603 0 1039 3585 0 0 0 0 0 1883 1615
Travel Time (s) 5.4 9.0 1.4 23.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 270 336 5 41 518 26 0 0 0 55 265 667
Turn Type pm+pt NA pm+pt NA Perm NA pm+ov
Permitted Phases 6 2 8 8
Switch Phase
Minimum Split (s) 8.0 10.0 8.0 10.0 10.0 10.0 8.0
Total Split (s) 26.0 37.0 8.0 19.0 25.0 25.0 26.0
Total Split (%) 37.1% 52.9% 11.4% 27.1% 35.7% 35.7% 37.1%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lead Lag Lead
Lead-Lag Optimize? Yes Yes Yes Yes Yes
Recall Mode None Max None Max C-Max C-Max None
Act Effct Green (s) 41.0 36.2 27.0 23.0 21.0 39.0
v/c Ratio 0.46 0.18 0.09 0.46 0.57 0.73
Control Delay 11.9 13.3 9.0 19.1 27.4 10.7
Queue Delay 0.5 0.0 0.0 0.4 0.0 0.0
Total Delay 12.4 13.3 9.0 19.4 27.4 10.7
LOS B B A B C B
Approach LOS B B B
90th %ile Green (s) 22.0 33.0 4.0 15.0 21.0 21.0 22.0
90th %ile Term Code Max MaxR Max MaxR Coord Coord Max
70th %ile Green (s) 18.3 33.0 4.0 18.7 21.0 21.0 18.3
17: Garage/Congress Street & Main Street
12/28/2012
SRU
70th %ile Term Code Gap MaxR Max MaxR Coord Coord Gap
50th %ile Green (s) 11.8 33.0 4.0 25.2 21.0 21.0 11.8
50th %ile Term Code Gap MaxR Max MaxR Coord Coord Gap
30th %ile Green (s) 10.2 41.0 0.0 26.8 21.0 21.0 10.2
30th %ile Term Code Gap MaxR Skip MaxR Coord Coord Gap
10th %ile Green (s) 7.5 41.0 0.0 29.5 21.0 21.0 7.5
10th %ile Term Code Gap MaxR Skip MaxR Coord Coord Gap
Stops (vph) 185 246 24 372 234 257
CO Emissions (g/hr) 146 195 22 387 368 533
Queue Length 95th (ft) m132 m87 15 168 m158 m139
Reduced v/c Ratio 0.48 0.18 0.09 0.57 0.57 0.61
Area Type: Other
Cycle Length: 70
Offset: 19 (27%), Referenced to phase 8:SWTL, Start of Green
Natural Cycle: 45
Splits and Phases: 17: Garage/Congress Street & Main Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 89 255 225 313 89 246
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 1.00 1.00 1.00 1.00
Frt 0.850 0.850
Satd. Flow (prot) 1805 3610 1900 1615 1805 1615
Satd. Flow (perm) 1153 3610 1900 1615 1805 1615
Travel Time (s) 9.0 7.7 22.6
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 97 277 245 340 97 267
Turn Type Perm NA NA Perm NA Prot
Protected Phases 6 2 8 8
Permitted Phases 6 2
Switch Phase
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 39.0 39.0 39.0 39.0 31.0 31.0
Total Split (%) 55.7% 55.7% 55.7% 55.7% 44.3% 44.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max C-Max C-Max None None
Act Effct Green (s) 52.8 52.8 52.8 52.8 9.2 9.2
v/c Ratio 0.11 0.10 0.17 0.26 0.41 0.60
Control Delay 1.0 0.7 3.1 1.0 32.3 11.8
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 1.0 0.7 3.1 1.0 32.3 11.8
LOS A A A A C B
Approach LOS A A B
90th %ile Green (s) 48.9 48.9 48.9 48.9 13.1 13.1
90th %ile Term Code Coord Coord Coord Coord Gap Gap
70th %ile Green (s) 51.5 51.5 51.5 51.5 10.5 10.5
50th %ile Green (s) 52.9 52.9 52.9 52.9 9.1 9.1
12/28/2012
SRU
30th %ile Green (s) 54.3 54.3 54.3 54.3 7.7 7.7
10th %ile Green (s) 56.3 56.3 56.3 56.3 5.7 5.7
Stops (vph) 5 12 58 13 78 114
CO Emissions (g/hr) 22 62 74 67 119 218
Queue Length 95th (ft) m6 6 51 19 75 35
Reduced v/c Ratio 0.11 0.10 0.17 0.26 0.14 0.34
Area Type: Other
Cycle Length: 70
Offset: 3 (4%), Referenced to phase 2:NWT and 6:SETL, Start of Green
Natural Cycle: 40
Splits and Phases: 18: Main Street & Liberty Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 0 0 0 227 83
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt
Flt Protected 0.965
Satd. Flow (prot) 0 0 1900 0 0 1834
Flt Permitted 0.965
Satd. Flow (perm) 0 0 1900 0 0 1834
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 0 247 90
Area Type: Other
12/28/2012
SRU
12/28/2012
SRU
Lane Group WBL WBR NET NER SWL SWT
Lane Configurations
Volume (vph) 0 0 20 330 0 83
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.873
Flt Protected
Satd. Flow (prot) 0 0 1659 0 0 1900
Flt Permitted
Satd. Flow (perm) 0 0 1659 0 0 1900
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 22 359 0 90
Area Type: Other
12/28/2012
SRU
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 332 0 0 167 82 0 249 83 1 0 83
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 1.00 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.951 0.966 0.866
Flt Protected 0.999
Satd. Flow (prot) 0 3610 0 0 3433 0 0 1835 0 0 1644 0
Flt Permitted 0.997
Satd. Flow (perm) 0 3610 0 0 3433 0 0 1835 0 0 1640 0
Travel Time (s) 6.7 12.6 21.2 3.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 361 0 0 182 89 0 271 90 1 0 90
Turn Type NA NA NA Perm NA
Permitted Phases 8
Detector Phase 6 2 4 8 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0
Total Split (s) 28.0 28.0 42.0 42.0 42.0
Total Split (%) 40.0% 40.0% 60.0% 60.0% 60.0%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max None None None
Act Effct Green (s) 43.3 43.3 18.7 18.7
v/c Ratio 0.16 0.13 0.70 0.18
Queue Delay 0.0 0.0 0.0 0.0
Total Delay 6.9 4.3 24.1 5.0
LOS A A C A
Approach Delay 6.9 4.3 24.1 5.0
Approach LOS A A C A
90th %ile Green (s) 35.3 35.3 26.7 26.7 26.7
90th %ile Term Code Coord Coord Gap Hold Hold
70th %ile Green (s) 40.4 40.4 21.6 21.6 21.6
50th %ile Green (s) 43.5 43.5 18.5 18.5 18.5
12/28/2012
SRU
30th %ile Green (s) 46.5 46.5 15.5 15.5 15.5
10th %ile Green (s) 50.8 50.8 11.2 11.2 11.2
Stops (vph) 137 64 271 15
Queue Length 95th (ft) 64 29 m179 26
Reduced v/c Ratio 0.16 0.13 0.36 0.10
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Splits and Phases: 21: Bond Street & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 0 363 40 232 189 0 0 0 0 398 2 62
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.985 0.850
Satd. Flow (prot) 0 3556 0 0 3513 0 0 0 0 0 1811 1615
Satd. Flow (perm) 0 3556 0 0 2263 0 0 0 0 0 1811 1615
Travel Time (s) 12.6 9.9 21.3 11.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 395 43 252 205 0 0 0 0 433 2 67
Turn Type NA Perm NA Perm NA Perm
Switch Phase
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 35.0 35.0 35.0 35.0 35.0 35.0
Total Split (%) 50.0% 50.0% 50.0% 50.0% 50.0% 50.0%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max C-Max None None None
Act Effct Green (s) 39.2 39.2 22.8 22.8
v/c Ratio 0.22 0.36 0.74 0.12
Queue Delay 0.0 0.0 0.0 0.0
Total Delay 5.3 7.7 28.3 4.3
LOS A A C A
Approach LOS A A C
90th %ile Green (s) 31.7 31.7 31.7 30.3 30.3 30.3
70th %ile Green (s) 35.9 35.9 35.9 26.1 26.1 26.1
50th %ile Green (s) 38.8 38.8 38.8 23.2 23.2 23.2
12/28/2012
SRU
30th %ile Green (s) 42.6 42.6 42.6 19.4 19.4 19.4
10th %ile Green (s) 47.2 47.2 47.2 14.8 14.8 14.8
Stops (vph) 126 239 332 11
Reduced v/c Ratio 0.22 0.36 0.54 0.09
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Splits and Phases: 22: Dwight Street & I-291 WB Exit
12/28/2012
SRU
Lane Configurations
Volume (vph) 47 361 747 751 0 420
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 0.95 0.95 1.00 0.95
Frt 0.850 0.925
Flt Protected 0.950
Satd. Flow (prot) 1805 1615 3339 0 0 3610
Flt Permitted 0.950
Satd. Flow (perm) 1805 1615 3339 0 0 3610
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 51 392 812 816 0 457
Turn Type NA Perm NA NA
Permitted Phases 4
Switch Phase
Minimum Split (s) 10.0 10.0 10.0 10.0
Total Split (s) 27.0 27.0 43.0 43.0
Total Split (%) 38.6% 38.6% 61.4% 61.4%
Yellow Time (s) 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5
Lead/Lag
Lead-Lag Optimize?
Recall Mode None None C-Max C-Max
Act Effct Green (s) 15.9 15.9 46.1 46.1
v/c Ratio 0.12 0.80 0.68 0.19
Control Delay 19.5 26.6 4.8 5.9
Queue Delay 0.0 0.5 0.2 0.0
Total Delay 19.5 27.1 5.0 5.9
LOS B C A A
Approach LOS C A A
90th %ile Green (s) 23.0 23.0 39.0 39.0
90th %ile Term Code Max Max Coord Coord
70th %ile Green (s) 19.8 19.8 42.2 42.2
70th %ile Term Code Gap Gap Coord Coord
50th %ile Green (s) 16.3 16.3 45.7 45.7
12/28/2012
SRU
30th %ile Green (s) 12.8 12.8 49.2 49.2
10th %ile Green (s) 7.7 7.7 54.3 54.3
Stops (vph) 36 202 464 190
Queue Length 95th (ft) 37 165 187 m70
Reduced v/c Ratio 0.09 0.67 0.74 0.19
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Splits and Phases: 23: I-91 NB Exit & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 50 458 502 33 284 7 163 186 46 33 444 231
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.997 0.970 0.956
Flt Protected 0.950 0.950 0.950 0.998
Satd. Flow (prot) 1805 1900 1615 1805 3599 0 1805 1843 0 0 1813 0
Flt Permitted 0.526 0.203 0.185 0.977
Satd. Flow (perm) 999 1900 1615 386 3599 0 352 1843 0 0 1775 0
Satd. Flow (RTOR) 362 3 24 41
Travel Time (s) 5.1 9.1 23.2 12.9
Peak Hour Factor 0.95 0.95 0.95 0.95 0.95 0.95 0.95 0.95 0.95 0.95 0.95 0.95
Adj. Flow (vph) 53 482 528 35 299 7 172 196 48 35 467 243
Turn Type pm+pt NA Perm pm+pt NA pm+pt NA Perm NA
Protected Phases 1 6 5 2 7 4 8
Permitted Phases 6 6 2 4 8
Detector Phase 1 6 6 5 2 7 4 8 8
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 8.0 10.0 10.0 8.0 10.0 8.0 10.0 10.0 10.0
Total Split (s) 8.0 24.0 24.0 8.0 24.0 7.0 38.0 31.0 31.0
Total Split (%) 11.4% 34.3% 34.3% 11.4% 34.3% 10.0% 54.3% 44.3% 44.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lag Lead Lag Lead Lag Lag
Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes
Recall Mode None C-Max C-Max None C-Max None None None None
Act Effct Green (s) 26.4 24.8 24.8 25.6 23.2 34.0 34.0 27.0
v/c Ratio 0.13 0.72 0.66 0.16 0.26 0.74 0.27 1.05
Control Delay 14.1 28.8 11.5 10.1 15.8 29.6 5.1 64.0
Queue Delay 0.0 1.8 0.3 0.0 0.0 0.0 0.0 0.0
Total Delay 14.1 30.6 11.7 10.1 15.8 29.6 5.1 64.0
LOS B C B B B C A E
Approach Delay 20.4 15.2 15.2 64.0
Approach LOS C B B E
90th %ile Green (s) 4.0 20.0 20.0 4.0 20.0 3.0 34.0 27.0 27.0
90th %ile Term Code Max Coord Coord Max Coord Max Hold Max Max
70th %ile Green (s) 4.0 20.0 20.0 4.0 20.0 3.0 34.0 27.0 27.0
12/28/2012
SRU
70th %ile Term Code Max Coord Coord Max Coord Max Hold Max Max
50th %ile Green (s) 4.0 28.0 28.0 0.0 20.0 3.0 34.0 27.0 27.0
50th %ile Term Code Max Coord Coord Skip Coord Max Hold Max Max
30th %ile Green (s) 0.0 28.0 28.0 0.0 28.0 3.0 34.0 27.0 27.0
30th %ile Term Code Skip Coord Coord Skip Coord Max Hold Max Max
10th %ile Green (s) 0.0 28.0 28.0 0.0 28.0 3.0 34.0 27.0 27.0
10th %ile Term Code Skip Coord Coord Skip Coord Max Hold Max Max
Stops (vph) 33 353 161 24 244 81 118 470
Fuel Used(gal) 0 5 3 0 3 3 3 15
CO Emissions (g/hr) 29 380 206 21 223 190 191 1045
Queue Length 50th (ft) 15 161 40 11 66 12 11 ~348
Queue Length 95th (ft) m21 #364 95 22 91 #86 32 #526
Turn Bay Length (ft) 150 150 500
Reduced v/c Ratio 0.13 0.81 0.69 0.16 0.26 0.74 0.27 1.05
Area Type: Other
Cycle Length: 70
Offset: 48 (69%), Referenced to phase 2:NWTL and 6:SETL, Start of Green
Natural Cycle: 90
Intersection Capacity Utilization 92.6% ICU Level of Service F
~ Volume exceeds capacity, queue is theoretically infinite.
Splits and Phases: 24: Congress Street & Dwight Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 35 449 67 0 0 0 195 181 102 313 245 84
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.980 0.946 0.850
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1805 3538 0 0 0 0 1805 1797 0 1805 1900 1615
Flt Permitted 0.950 0.541 0.497
Satd. Flow (perm) 1805 3538 0 0 0 0 1028 1797 0 944 1900 1615
Travel Time (s) 9.1 9.5 22.6 12.4
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 38 488 73 0 0 0 212 197 111 340 266 91
Turn Type Perm NA Perm NA Perm NA Perm
Permitted Phases 6 4 4 8 8 8
Switch Phase
Minimum Split (s) 10.0 10.0 10.0 10.0 10.0 10.0 10.0
Total Split (s) 24.0 24.0 46.0 46.0 46.0 46.0 46.0
Total Split (%) 34.3% 34.3% 65.7% 65.7% 65.7% 65.7% 65.7%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag
Lead-Lag Optimize?
Recall Mode C-Max C-Max None None None None None
Act Effct Green (s) 31.2 31.2 30.8 30.8 30.8 30.8 30.8
Actuated g/C Ratio 0.45 0.45 0.44 0.44 0.44 0.44 0.44
v/c Ratio 0.05 0.35 0.47 0.37 0.82 0.32 0.12
Control Delay 5.5 5.2 14.6 8.4 27.1 8.8 1.8
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 5.5 5.2 14.6 8.4 27.1 8.8 1.8
LOS A A B A C A A
Approach LOS A B B
90th %ile Green (s) 20.0 20.0 42.0 42.0 42.0 42.0 42.0
90th %ile Term Code Coord Coord Hold Hold Max Max Max
70th %ile Green (s) 24.9 24.9 37.1 37.1 37.1 37.1 37.1
12/28/2012
SRU
50th %ile Green (s) 30.2 30.2 31.8 31.8 31.8 31.8 31.8
30th %ile Green (s) 36.1 36.1 25.9 25.9 25.9 25.9 25.9
10th %ile Green (s) 44.7 44.7 17.3 17.3 17.3 17.3 17.3
Stops (vph) 0 132 130 130 214 108 7
Fuel Used(gal) 0 3 3 3 4 2 0
CO Emissions (g/hr) 10 202 196 237 297 145 30
NOx Emissions (g/hr) 2 39 38 46 58 28 6
VOC Emissions (g/hr) 2 47 45 55 69 34 7
Dilemma Vehicles (#) 0 0 0 0 0 0 0
Queue Length 50th (ft) 0 20 62 49 75 52 0
Queue Length 95th (ft) m0 m33 94 52 104 74 m6
Base Capacity (vph) 803 1589 616 1107 566 1140 1005
Starvation Cap Reductn 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0
Reduced v/c Ratio 0.05 0.35 0.34 0.28 0.60 0.23 0.09
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Splits and Phases: 25: Liberty Street & Dwight Street
12/28/2012
SRU
Lane Group EBL EBR SBL SBR SEL SET SER NWL NWT NWR
Lane Configurations
Volume (vph) 0 462 0 0 0 375 0 0 497 510
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 0.95 1.00 1.00 0.95 0.95
Frt 0.865 0.924
Flt Protected
Satd. Flow (prot) 0 1644 0 0 0 3610 0 0 3336 0
Flt Permitted
Satd. Flow (perm) 0 1644 0 0 0 3610 0 0 3336 0
Travel Time (s) 9.0 9.2 15.8 6.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 502 0 0 0 408 0 0 540 554
Lane Group Flow (vph) 0 502 0 0 0 408 0 0 1094 0
Sign Control Stop Free Free Free
Area Type: Other
12/28/2012
SRU
Intersection

Movement EBL EBR SBL SBR SEL SET SER NWL NWT NWR
Vol, veh/h 0 462 0 0 0 375 0 0 497 510
Sign Control Stop Stop Free Free Free Free Free Free Free Free
Grade, % 0% 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Heavy Vehicles, % 0 0 0 0 0 0 0 0 0 0
Mvmt Flow 0 502 0 0 0 408 0 0 540 554
Number of Lanes 0 1 0 0 0 2 0 0 2 0

Stage 1 408 - - - - - - -
Stage 2 270 - - - - - - -
Follow-up Headway 3.5 3.3 2.2 - - 2.2 - -
Pot Capacity-1 Maneuver 390 809 645 - - 1162 - -
Stage 1 646 - - - - - - -
Stage 2 757 - - - - - - -
Time blocked-Platoon, % 0 0 0 - - 0 - -
Mov Capacity-1 Maneuver390 809 645 - - 1162 - -
Mov Capacity-2 Maneuver390 - - - - - - -
Stage 1 646 - - - - - - -
Stage 2 757 - - - - - - -

Approach EB SE NW
HCM LOS C - -

Minor Lane / Major Mvmt NWL NWT NWR EBLn1 SEL SET SER
Cap, veh/h 1162 - - 809 645 - -
HCM Control Delay, s 0 - - 16.4 0 - -
HCM Lane V/C Ratio - - - 0.62 - - -
HCM Lane LOS A - - C A - -
HCM 95th-tile Q, veh 0.0 - - 4.4 0.0 - -
Notes
12/28/2012
SRU
Lane Configurations
Volume (vph) 413 427 145 819 186 198
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 0.95 0.95 1.00 0.95 1.00 1.00
Frt 0.924 0.930
Satd. Flow (prot) 3336 0 1805 3610 1725 0
Satd. Flow (perm) 3336 0 357 3610 1725 0
Travel Time (s) 6.0 10.3 12.9
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 449 464 158 890 202 215
Turn Type NA pm+pt NA NA
Switch Phase
Minimum Split (s) 10.0 8.0 10.0 10.0
Total Split (s) 29.0 13.0 42.0 28.0
Total Split (%) 41.4% 18.6% 60.0% 40.0%
Yellow Time (s) 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5
Lead/Lag Lag Lead
Lead-Lag Optimize? Yes Yes
Recall Mode C-Max None C-Max None
Act Effct Green (s) 31.4 43.3 43.3 18.7
v/c Ratio 0.53 0.41 0.40 0.80
Control Delay 9.4 10.4 3.6 29.4
Queue Delay 0.0 0.0 0.0 0.0
Total Delay 9.4 10.4 3.6 29.4
LOS A B A C
Approach LOS A A C
90th %ile Green (s) 25.0 9.0 38.0 24.0
90th %ile Term Code Coord Max Coord Max
70th %ile Green (s) 26.3 9.3 39.6 22.4
12/28/2012
SRU
70th %ile Term Code Coord Gap Coord Gap
50th %ile Green (s) 30.5 8.1 42.6 19.4
30th %ile Green (s) 34.8 7.0 45.8 16.2
10th %ile Green (s) 40.6 5.9 50.5 11.5
Stops (vph) 337 53 139 283
Queue Length 95th (ft) 143 m37 60 213
Turn Bay Length (ft) 100
Reduced v/c Ratio 0.53 0.39 0.40 0.65
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Splits and Phases: 27: Congress Street & Chestnut Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 221 0 239 160 642 126 42 156 0 0 218 197
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.975 0.850
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1805 0 1615 1805 3520 0 1805 1900 0 0 1900 1615
Flt Permitted 0.950 0.950 0.451
Satd. Flow (perm) 1805 0 1615 1805 3520 0 857 1900 0 0 1900 1615
Travel Time (s) 10.3 10.0 12.4 12.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 240 0 260 174 698 137 46 170 0 0 237 214
Turn Type Prot Free Split NA Perm NA NA pm+ov
Permitted Phases Free 4 4 8 8
Minimum Split (s) 8.0 10.0 10.0 10.0 10.0 10.0 8.0
Total Split (s) 21.0 29.0 29.0 20.0 20.0 20.0 21.0
Total Split (%) 30.0% 41.4% 41.4% 28.6% 28.6% 28.6% 30.0%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lead Lag Lag Lead
Act Effct Green (s) 17.0 70.0 25.0 25.0 16.0 16.0 16.0 37.0
v/c Ratio 0.55 0.16 0.27 0.65 0.24 0.39 0.55 0.24
Control Delay 25.6 0.2 17.4 20.9 22.6 21.8 29.3 6.2
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 25.6 0.2 17.4 20.9 22.6 21.8 29.3 6.2
LOS C A B C C C C A
Approach LOS C C B
Stops (vph) 176 0 109 590 28 92 188 62
Fuel Used(gal) 3 1 2 9 1 2 3 1
CO Emissions (g/hr) 203 60 120 640 37 130 226 98
Queue Length 95th (ft) m154 m0 96 207 37 97 157 60
12/28/2012
SRU
Reduced v/c Ratio 0.55 0.16 0.27 0.65 0.24 0.39 0.55 0.24
Area Type: Other
Cycle Length: 70
Natural Cycle: 40
Control Type: Pretimed
Splits and Phases: 28: Liberty Street & Chestnut Street
29: Garage & Emery Street
12/28/2012
SRU
Lane Configurations
Volume (vph) 374 457 65 94 563 244
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 0.95
Frt 0.850 0.920
Flt Protected 0.950 0.950 0.980
Satd. Flow (prot) 1805 1615 1748 0 1715 1769
Flt Permitted 0.950 0.950 0.980
Satd. Flow (perm) 1805 1615 1748 0 1715 1769
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 407 497 71 102 612 265
Shared Lane Traffic (%) 29%
Turn Type NA Perm NA Split NA
Permitted Phases 2
Detector Phase 2 2 4 3 3
Switch Phase
Minimum Initial (s) 4.0 4.0 4.0 4.0 4.0
Minimum Split (s) 10.0 10.0 10.0 8.0 8.0
Total Split (s) 27.0 27.0 12.0 31.0 31.0
Total Split (%) 38.6% 38.6% 17.1% 44.3% 44.3%
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 0.5 0.5 0.5 0.5 0.5
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.0 4.0 4.0 4.0 4.0
Lead/Lag Lag Lead Lead
Lead-Lag Optimize? Yes Yes Yes
Recall Mode Max Max None C-Max C-Max
Act Effct Green (s) 23.6 23.6 7.4 27.0 27.0
Actuated g/C Ratio 0.34 0.34 0.11 0.39 0.39
v/c Ratio 0.67 0.57 0.67 0.66 0.65
Control Delay 26.6 4.9 24.2 8.5 7.9
Queue Delay 0.0 0.0 0.0 0.2 0.2
Total Delay 26.6 4.9 24.2 8.6 8.0
LOS C A C A A
Approach LOS B C A
90th %ile Green (s) 23.0 23.0 8.0 27.0 27.0
90th %ile Term Code MaxR MaxR Max Coord Coord
70th %ile Green (s) 23.0 23.0 8.0 27.0 27.0
50th %ile Green (s) 23.0 23.0 8.0 27.0 27.0
29: Garage & Emery Street
12/28/2012
SRU
30th %ile Green (s) 23.7 23.7 7.3 27.0 27.0
30th %ile Term Code MaxR MaxR Gap Coord Coord
10th %ile Green (s) 25.3 25.3 5.7 27.0 27.0
10th %ile Term Code MaxR MaxR Gap Coord Coord
Stops (vph) 314 48 106 77 72
Fuel Used(gal) 4 1 2 2 2
CO Emissions (g/hr) 274 64 111 157 154
NOx Emissions (g/hr) 53 13 22 31 30
VOC Emissions (g/hr) 64 15 26 36 36
Dilemma Vehicles (#) 0 0 0 0 0
Queue Length 50th (ft) 150 0 40 22 23
Queue Length 95th (ft) 244 60 #102 50 46
Base Capacity (vph) 608 874 273 661 682
Starvation Cap Reductn 0 0 0 17 18
Spillback Cap Reductn 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0
Reduced v/c Ratio 0.67 0.57 0.63 0.68 0.67
Area Type: Other
Cycle Length: 70
Offset: 0 (0%), Referenced to phase 3:SWTL, Start of Green
Natural Cycle: 60
Splits and Phases: 29: Garage & Emery Street
12/28/2012
SRU
Lane Group SEL SER NEL NET SWT SWR
Lane Configurations
Volume (vph) 20 10 43 117 606 12
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.955 0.997
Satd. Flow (prot) 1756 0 0 1875 1894 0
Satd. Flow (perm) 1756 0 0 1875 1894 0
Travel Time (s) 18.6 3.4 4.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 22 11 47 127 659 13
Area Type: Other
12/28/2012
SRU
Intersection

Movement SEL SER NEL NET SWT SWR
Vol, veh/h 20 10 43 117 606 12
Median Width 12 0 0
Grade, % 0% 0% 0%
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Mvmt Flow 22 11 47 127 659 13

Conflicting Flow All 886 665 672 0 - 0
Stage 1 665 - - - - -
Stage 2 221 - - - - -
Follow-up Headway 3.5 3.3 2.2 - - -
Pot Capacity-1 Maneuver 318 464 928 - - -
Stage 1 515 - - - - -
Stage 2 821 - - - - -
Time blocked-Platoon, % 0 0 0 - - -
Mov Capacity-1 Maneuver301 464 928 - - -
Stage 1 515 - - - - -
Stage 2 777 - - - - -

Approach SE NE SW
HCM Control Delay, s 16.7 2.4 0
HCM LOS C - -

Minor Lane / Major Mvmt NEL NET SELn1 SWT SWR
Cap, veh/h 928 - 341 - -
HCM Control Delay, s 9.085 0 16.7 - -
HCM Lane LOS A A C - -
HCM 95th-tile Q, veh 0.2 - 0.3 - -
Notes
Table oI Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

OR

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

For the transition period from to

Commission file number: 0-24206

PENN NATIONAL GAMING, INC.
(Exact name oI registrant as speciIied in its charter)

Pennsylvania 23-2234473
(State or other jurisdiction oI (I.R.S. Employer
incorporation or organization) IdentiIication No.)

825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address oI principal executive oIIices) (Zip Code)

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

Not Applicable
(Former name, Iormer address, and Iormer Iiscal year, iI changed since last report)

Indicate by check mark whether the registrant (1) has Iiled all reports required to be Iiled by Section 13 or 15(d) oI the Securities Exchange Act oI 1934
during the preceding 12 months (or Ior such shorter period that the registrant was required to Iile such reports), and (2) has been subject to such Iiling
requirements Ior the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, iI any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 oI Regulation S-T (232.405 oI this chapter) during the preceding 12 months (or Ior such shorter
period that the registrant was required to submit and post such Iiles). Yes No

Indicate by check mark whether the registrant is a large accelerated Iiler, an accelerated Iiler, a non-accelerated Iiler, or a smaller reporting company. See
the deIinitions oI 'large accelerated Iiler, 'accelerated Iiler and 'smaller reporting company in Rule 12b-2 oI the Exchange Act:

Large accelerated Iiler Accelerated Iiler

Non-accelerated Iiler Smaller reporting company
(Do not check iI a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as deIined in Rule 12b-2 oI the Exchange Act). Yes No

Indicate the number oI shares outstanding oI each oI the issuer`s classes oI common stock, as oI the latest practicable date.

Title Outstanding as of October 31, 2012
Common Stock, par value $.01 per share 76,690,695 (includes 286,255 shares oI restricted stock)

Table oI Contents

This report contains Iorward-looking statements within the meaning oI the Private Securities Litigation ReIorm Act oI 1995. Actual results may vary
materially Irom expectations. Although Penn National Gaming, Inc. and its subsidiaries (collectively, the 'Company) believe that our expectations are based
on reasonable assumptions within the bounds oI our knowledge oI our business and operations, there can be no assurance that actual results will not diIIer
materially Irom our expectations. MeaningIul Iactors that could cause actual results to diIIer Irom expectations include, but are not limited to, risks related to
the Iollowing: our ability to receive and maintain, or delays in obtaining, the regulatory approvals required to own, develop and/or operate our Iacilities, or
other delays or impediments to completing our planned acquisitions or projects, including Iavorable resolution oI any related litigation, including the appeal by
the Ohio Roundtable addressing the legality oI video lottery terminals in Ohio and certain lawsuits to protect our interests in Iowa; our ability to secure state
and local permits and approvals necessary Ior construction; construction Iactors, including delays, unexpected remediation costs, local opposition and
increased cost oI labor and materials ; our ability to successIully integrate Harrah`s St. Louis into our existing business; our ability to reach agreements with
the thoroughbred and harness horseman in Ohio and to otherwise maintain agreements with the horseman in other jurisdictions, pari-mutuel clerks and other
organized labor groups; the passage oI state, Iederal or local legislation (including reIerenda) that would expand, restrict, Iurther tax, prevent or negatively
impact operations in or adjacent to the jurisdictions in which we do or seek to do business (such as the expansion oI gaming under consideration in Maryland
and Illinois or a smoking ban at any oI our Iacilities); the eIIects oI local and national economic, credit, capital market, housing, and energy conditions on the
economy in general and on the gaming and lodging industries in particular; the activities oI our competitors and the emergence oI new competitors (traditional
and internet based); increases in any Iorm oI taxation at any oI our properties or at the corporate level; our ability to identiIy attractive acquisition and
development opportunities and to agree to terms with partners Ior such transactions; the costs and risks involved in the pursuit oI such opportunities and our
ability to complete the acquisition or development oI, and achieve the expected returns Irom, such opportunities; our expectations Ior the continued availability
and cost oI capital; the outcome oI pending legal proceedings; changes in accounting standards; our dependence on key personnel; the impact oI terrorism and
other international hostilities; the impact oI weather; and other Iactors as discussed in the Company`s Annual Report on Form 10-K Ior the year ended
December 31, 2011, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as Iiled with the United States Securities and Exchange
Commission. The Company does not intend to update publicly any Iorward-looking statements except as required by law.

2
Table oI Contents

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION 4

ITEM 1. FINANCIAL STATEMENTS (Unaudited) 4
Condensed Consolidated Balance Sheets September 30, 2012 and December 31, 2011 4
Condensed Consolidated Statements oI Income Three and Nine Months Ended September 30, 2012 and 2011 5
Condensed Consolidated Statements oI Comprehensive Income Three and Nine Months Ended September 30, 2012 and 2011 6
Condensed Consolidated Statements oI Changes in Shareholders` Equity Nine Months Ended September 30, 2012 and 2011 7
Condensed Consolidated Statements oI Cash Flows Nine Months Ended September 30, 2012 and 2011 8
Notes to the Condensed Consolidated Financial Statements 9

ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 37

ITEM 4. CONTROLS AND PROCEDURES 38

PART II. OTHER INFORMATION 38

ITEM 1. LEGAL PROCEEDINGS 38

ITEM 1A. RISK FACTORS 38

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 38

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 38

ITEM 4. MINE SAFETY DISCLOSURES 38

ITEM 5. OTHER INFORMATION 38

ITEM 6. EXHIBITS 38
ITEM 6. EXHIBITS 38

SIGNATURES 39

EXHIBIT INDEX 40

3
Table oI Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

Penn National Gaming, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

September 30, December 31,
2012 2011
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 217,432 $ 238,440
Receivables, net oI allowance Ior doubtIul accounts oI $3,816 and $4,115 at September 30, 2012 and
December 31, 2011, respectively 56,851 55,455
Insurance receivable 1,072
Prepaid expenses 81,658 39,801
DeIerred income taxes 36,146 32,306
Other current assets 47,040 48,715
Total current assets 439,127 415,789
Property and equipment, net 2,495,122 2,277,200
Other assets
Investment in and advances to unconsolidated aIIiliates 208,748 174,116
Goodwill 1,176,358 1,180,359
Other intangible assets 526,382 421,593
Debt issuance costs, net oI accumulated amortization oI $9,530 and $4,860 at September 30, 2012 and
December 31, 2011, respectively 28,656 33,310
Other assets 93,803 103,979
Total other assets 2,033,947 1,913,357
Total assets $ 4,968,196 $ 4,606,346

Liabilities
Current liabilities
Current maturities oI long-term debt $ 46,974 $ 44,559
Accounts payable 57,605 39,582
Accrued expenses 108,588 113,699
Accrued interest 11,409 17,947
Accrued salaries and wages 88,161 85,285
Gaming, pari-mutuel, property, and other taxes 59,480 49,559
Income taxes 5, 696
Insurance Iinancing 2,561 16,363
Other current liabilities 61,810 53,650
Total current liabilities 436,588 426,340

Long-term liabilities
Long-term debt, net oI current maturities 2,129,475 1,998,606
Noncurrent tax liabilities 21,411 33,872
Other noncurrent liabilities 7,686 8,321
Total long-term liabilities 2,332,727 2,208,375

Shareholders` equity
PreIerred stock ($.01 par value, 1,000,000 shares authorized, 12,275 shares issued and outstanding at
September 30, 2012 and December 31, 2011)
Common stock ($.01 par value, 200,000,000 shares authorized, 76,661,686 and 76,213,126 shares
issued at September 30, 2012 and December 31, 2011, respectively) 761 756
Additional paid-in capital 1,420,169 1,385,355
Retained earnings 774,934 583,202
Accumulated other comprehensive income 3,017 2,318
Total shareholders` equity 2,198,881 1,971,631
Total liabilities and shareholders` equity $ 4,968,196 $ 4,606,346

See accompanying notes to the condensed consolidated Iinancial statements.

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Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2012 2011 2012 2011

Revenues
Gaming $ 633,836 $ 636,389 $ 1,924,759 $ 1,868,373
Food, beverage and other 103,735 109,681 326,598 289,361
Management service Iee 4,347 4,476 11,404 11,830
Revenues 741,918 750,546 2,262,761 2,169,564
Less promotional allowances (34,874) (39,641) (107,107) (103,757)
Net revenues 707,044 710,905 2,155,654 2,065,807

Operating expenses
Gaming 327,489 331,496 998,533 979,285
General and administrative 137,615 108,897 368,863 314,695
Depreciation and amortization 62,399 52,195 172,527 159,583
Insurance recoveries, net oI deductible charges 30 (7,229) (13,219)
Total operating expenses 608,378 580,570 1,786,358 1,672,145
Income Irom operations 98, 666 130,335 369,296 393,662

Other income (expenses)
Interest expense (19,953) (23,514) (55,819) (78,649)
Interest income 218 68 683 217
Gain Irom unconsolidated aIIiliates 807 17,293 3,546 15,370
Loss on early extinguishment oI debt (17,838) (17,838)
Other (1,954) 2,737 (1,483) 393
Total other expenses (20,882) (21,254) (53,073) (80,507)

Income from operations before income taxes 77,784 109,081 316,223 313,155
Taxes on income 31,338 38,278 124,491 114,835
Net income $ 46,446 $ 70,803 $ 191,732 $ 198,320

Earnings per common share:
Basic earnings per common share $ 0.49 $ 0.73 $ 2.03 $ 2.05
Diluted earnings per common share $ 0.44 $ 0.66 $ 1.81 $ 1.85


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Condensed Consolidated Statements of Comprehensive Income
(in thousands) (unaudited)

2012 2011 2012 2011

Net income $ 46,446 $ 70,803 $ 191,732 $ 198,320
Other comprehensive income, net oI tax:
Change in Iair value oI interest rate swap contracts
Unrealized holding losses arising during the period on
eIIective hedges, net oI income tax beneIit oI $9 and
$252, respectively (16) (446)
Less: ReclassiIication adjustments Ior losses included in
net income, net oI income taxes oI $999 and $4,852,
respectively 1,773 8,608
Change in Iair value oI interest rate swap contracts, net 1,757 8,162
Foreign currency translation adjustment during the period 732 (1,107) 565 (610)
Unrealized holding gains (losses) on corporate debt securities
arising during the period 49 (546) 134 364
Other comprehensive income 781 104 699 7,916
Comprehensive income $ 47,227 $ 70,907 $ 192,431 $ 206,236


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Condensed Consolidated Statements of Changes in Shareholders` Equity
(in thousands, except share data) (unaudited)

Preferred Stock Common Stock
Additional
Paid-In Retained
Accumulated Other
Comprehensive
Total
Shareholders`
Shares Amount Shares Amount Capital Earnings (Loss) Income Equity
Balance, December 31, 2010 12,275 $ 78,414,022 $ 779 $ 1,446,932 $ 337,940 $ (7,885) $ 1,777,766
Stock option activity, including tax
beneIit oI $2,317 462,009 5 27,714 27,719
Share activity (755,517) (8) (27,028) (27,036)
Restricted stock activity 95,995 3,319 3,319
Change in Iair value oI interest rate
swap contracts, net oI income taxes
oI $4,600 8,162 8,162
Change in Iair value oI corporate debt
securities 364 364
Foreign currency translation adjustment (610) (610)
Cumulative-eIIect oI adoption oI
amendments to ASC 924 regarding
jackpot liabilities, net oI income taxes
oI $1,068 2,911 2,911
Net income 198,320 198,320
Balance, September 30, 2011 12,275 $ 78,216,509 $ 776 $ 1,450,937 $ 539,171 $ 31 $ 1,990,915

Balance, December 31, 2011 12,275 $ 76,213,126 $ 756 $ 1,385,355 $ 583,202 $ 2,318 $ 1,971,631
Stock option activity, including tax
beneIit oI $2,932 452,636 5 31,465 31,470
Restricted stock activity (4,076) 3,349 3,349
Change in Iair value oI corporate debt
securities 134 134
Foreign currency translation adjustment 565 565
Net income 191,732 191,732
Balance, September 30, 2012 12,275 $ 76,661,686 $ 761 $ 1,420,169 $ 774,934 $ 3,017 $ 2,198,881


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Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)

Nine Months Ended September 30, 2012 2011
Operating activities
Net income $ 191,732 $ 198,320
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 172,527 159,583
Amortization oI items charged to interest expense 4,904 7,964
Gain on sale oI Iixed assets (1,206) (89)
Gain Irom unconsolidated aIIiliates (3,546) (15,370)
Distributions oI earnings Irom unconsolidated aIIiliates 8,500
Loss on early extinguishment oI debt 12,212
Charge Ior stock-based compensation 22,195 18,456
(Increase) decrease, net oI businesses acquired
Accounts receivable (3,754) 6,522
Insurance receivable 1,072 (955)
Prepaid expenses and other current assets 12,002 3,212
Other assets (7,714) (1,646)
(Decrease) increase, net oI businesses acquired
Accounts payable (2,269) 3,599
Accrued expenses (5,111) (3,229)
Accrued interest (6,538) (11,496)
Accrued salaries and wages 2,876 (3,455)
Gaming, pari-mutuel, property and other taxes 9,921 4,367
Income taxes (56,533) 34,700
Other current and noncurrent liabilities 7,525 2,493
Other noncurrent tax liabilities (13,270) (2,062)
Net cash provided by operating activities 337,760 438,072
Investing activities
Expenditures Ior property and equipment, net oI reimbursements (364,952) (203,509)
Proceeds Irom sale oI property and equipment 3,144 11,643
Insurance proceeds related to damaged property and equipment 3,862
Investment in joint ventures, net oI proceeds received (39,600) (74,198)
Decrease in cash in escrow 15,800 29,900
Acquisitions oI businesses and gaming licenses, net oI cash acquired (105,016) 9, 585
Net cash used in investing activities (490,624) (222,717)
Financing activities
Proceeds Irom exercise oI options 9, 692 10,265
Repurchase oI common stock (27,036)
Proceeds Irom issuance oI long-term debt, net oI issuance costs 256,984 1,651,610
Principal payments on long-term debt (133,950) (1,881,872)
Increase in other long-term obligations 10,000
Proceeds Irom insurance Iinancing 892
Payments on insurance Iinancing (13,802) (10,095)
Tax beneIit Irom stock options exercised 2,932 2,317
Net cash provided by (used in) Iinancing activities 131,856 (253,919)
Net decrease in cash and cash equivalents (21,008) (38,564)
Cash and cash equivalents at beginning oI year 238,440 246,385
Cash and cash equivalents at end oI period $ 217,432 $ 207,821

Supplemental disclosure
Cash paid Ior interest $ 65,460 $ 85,381
Cash paid Ior income taxes $ 186,436 $ 70,386


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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

1. Organization and Basis of Presentation

Penn National Gaming, Inc. ('Penn) and subsidiaries (collectively, the 'Company) is a diversiIied, multi-jurisdictional owner and manager oI
gaming and pari-mutuel properties. As oI September 30, 2012, the Company owns, manages, or has ownership interests in twenty-seven Iacilities in the
Iollowing nineteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New
Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On October 8, 2012, the Company opened its twenty-eighth Iacility with
Hollywood Casino Columbus in Ohio.

The accompanying unaudited condensed consolidated Iinancial statements oI the Company have been prepared in accordance with United States
('U.S.) generally accepted accounting principles ('GAAP) Ior interim Iinancial inIormation and with the instructions Ior Form 10-Q and Article 10 oI
Regulation S-X. Accordingly, they do not include all oI the inIormation and Iootnotes required by GAAP Ior complete consolidated Iinancial statements. In the
opinion oI management, all adjustments (consisting oI normal recurring accruals) considered necessary Ior a Iair presentation have been included.

The condensed consolidated Iinancial statements include the accounts oI Penn and its subsidiaries. Investment in and advances to unconsolidated
aIIiliates are accounted Ior under the equity method. All signiIicant intercompany accounts and transactions have been eliminated in consolidation.

The preparation oI Iinancial statements in conIormity with GAAP requires management to make estimates and assumptions that aIIect the reported
amounts oI assets and liabilities and disclosure oI contingent assets and liabilities at the date oI the Iinancial statements, and the reported amounts oI revenue
and expenses Ior the reporting periods. Actual results could diIIer Irom those estimates. For purposes oI comparability, certain prior year amounts have been
reclassiIied to conIorm to the current year presentation.

Operating results Ior the nine months ended September 30, 2012 are not necessarily indicative oI the results that may be expected Ior the year ending
December 31, 2012. The notes to the consolidated Iinancial statements contained in the Annual Report on Form 10-K Ior the year ended December 31, 2011
should be read in conjunction with these condensed consolidated Iinancial statements. The December 31, 2011 Iinancial inIormation has been derived Irom
the Company`s audited consolidated Iinancial statements.

2. Summary of Significant Accounting Policies

Revenue Recognition and Promotional Allowances

Gaming revenue is the aggregate net diIIerence between gaming wins and losses, with liabilities recognized Ior Iunds deposited by customers beIore
gaming play occurs, Ior chips and 'ticket-in, ticket-out coupons in the customers` possession, and Ior accruals related to the anticipated payout oI
progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number oI coins played, are
charged to revenue as the amount oI the jackpots increase.

Food, beverage and other revenue, including racing revenue, is recognized as services are perIormed. Racing revenue includes the Company`s share
oI pari-mutuel wagering on live races aIter payment oI amounts returned as winning wagers, its share oI wagering Irom import and export simulcasting, and
its share oI wagering Irom its oII-track wagering Iacilities.

Revenue Irom the management service contract Ior Casino Rama is based upon contracted terms and is recognized when services are perIormed.

Revenues are recognized net oI certain sales incentives in accordance with Financial Accounting Standards Board (the 'FASB) Accounting
Standards CodiIication ('ASC) 605-50, 'Revenue RecognitionCustomer Payments and Incentives. The Company records certain sales incentives and
points earned in point-loyalty programs as a reduction oI revenue.

The retail value oI accommodations, Iood and beverage, and other services Iurnished to guests without charge is included in gross revenues and then
deducted as promotional allowances. The estimated cost oI providing such promotional allowances is primarily included in Iood, beverage and other expense.

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The amounts included in promotional allowances Ior the three and nine months ended September 30, 2012 and 2011 are as Iollows:

2012 2011 2012 2011
(in thousands)
Rooms $ 6,535 $ 7,231 $ 19,094 $ 17,970
Food and beverage 26,089 29,586 80,804 78,275
Other 2,250 2,824 7,209 7,512
Total promotional allowances $ 34,874 $ 39,641 $ 107,107 $ 103,757

The estimated cost oI providing such complimentary services Ior the three and nine months ended September 30, 2012 and 2011 are as Iollows:

2012 2011 2012 2011
(in thousands)
Rooms $ 2,337 $ 2,615 $ 7,000 $ 6,639
Food and beverage 18,095 20,383 54,750 56,647
Other 1,393 1,792 4,344 4,586
Total cost oI complimentary services $ 21,825 $ 24,790 $ 66,094 $ 67,872

Gaming and Racing Taxes

The Company is subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which it
operates. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage oI revenue that is required to be
paid to state and local jurisdictions in the states where or in which wagering occurs. In certain states in which the Company operates, gaming taxes are based
on graduated rates. The Company records gaming tax expense at the Company`s estimated eIIective gaming tax rate Ior the year, considering estimated taxable
gaming revenue and the applicable rates. Such estimates are adjusted each interim period. II gaming tax rates change during the year, such changes are applied
prospectively in the determination oI gaming tax expense in Iuture interim periods. Finally, the Company recognizes purse expense based on the statutorily
required percentage oI revenue that is required to be paid out in the Iorm oI purses to the winning owners oI horseraces run at the Company`s racetracks in the
period in which wagering occurs. For the three and nine months ended September 30, 2012, these expenses, which are recorded primarily within gaming
expense in the condensed consolidated statements oI income, were $258.1 million and $801.6 million, respectively, as compared to $267.1 million and
$801.6 million Ior the three and nine months ended September 30, 2011, respectively.

Earnings Per Share

The Company calculates earnings per share ('EPS) in accordance with ASC 260, 'Earnings Per Share ('ASC 260). Basic EPS is computed by
dividing net income applicable to common stock, excluding net income attributable to noncontrolling interests, by the weighted-average number oI common
shares outstanding during the period. Diluted EPS reIlects the additional dilution Ior all potentially-dilutive securities such as stock options and unvested
restricted shares.

At September 30, 2012, the Company had outstanding 12,275 shares oI Series B Redeemable PreIerred Stock (the 'PreIerred Stock), which the
Company determined qualiIied as a participating security as deIined in ASC 260. Under ASC 260, a security is considered a participating security iI the
security may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence oI a speciIied event or
not. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualiIies as a
'participating security. The two-class method is an earnings allocation Iormula that determines EPS Ior each class oI common stock and participating
security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the
computation oI basic EPS using the two-class method. Under the two-class method, basic EPS Ior the Company`s Common Stock is computed by dividing
net income applicable to common stock by the weighted-average common shares outstanding during the period. Diluted EPS Ior the Company`s Common
Stock is computed using the more dilutive oI the two-class method or the iI-converted method.

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The Iollowing table sets Iorth the allocation oI net income Ior the three and nine months ended September 30, 2012 and 2011 under the two-class
method:

2012 2011 2012 2011
(in thousands)

Net income $ 46,446 $ 70,803 $ 191,732 $ 198,320
Net income applicable to preIerred stock 8,990 13,433 37,165 37,619
Net income applicable to common stock $ 37,456 $ 57,370 $ 154,567 $ 160,701

The Iollowing table reconciles the weighted-average common shares outstanding used in the calculation oI basic EPS to the weighted-average common
shares outstanding used in the calculation oI diluted EPS Ior the three and nine months ended September 30, 2012 and 2011:

2012 2011 2012 2011
(in thousands)
Determination oI shares:
Weighted-average common shares outstanding 76,336 78,242 76,196 78,264
Assumed conversion oI dilutive employee stock-based awards 2,227 1,929 2,400 1,787
Assumed conversion oI preIerred stock 27,278 27,278 27,278 27,278
Diluted weighted-average common shares outstanding 105,841 107,449 105,874 107,329

The Company is required to adjust its diluted weighted-average common shares outstanding Ior the purpose oI calculating diluted EPS as Iollows: 1)
when the price oI the Company`s Common Stock is less than $45, the diluted weighted-average common shares outstanding is increased by 27,277,778
shares (regardless oI how much the stock price is below $45); 2) when the price oI the Company`s Common Stock is between $45 and $67, the diluted
weighted-average common shares outstanding is increased by an amount which can be calculated by dividing $1.23 billion (Iace value) by the current price
per share oI the Company`s Common Stock, which will result in an increase in the diluted weighted-average common shares outstanding oI between
18,320,896 shares and 27,277,778 shares; and 3) when the price oI the Company`s Common Stock is above $67, the diluted weighted-average common
shares outstanding is increased by 18,320,896 shares (regardless oI how much the stock price exceeds $67).

Options to purchase 4,353,529 shares and 3,132,000 shares were outstanding during the three and nine months ended September 30, 2012,
respectively, but were not included in the computation oI diluted EPS because they were antidilutive. Options to purchase 2,786,303 shares and 2,855,652
shares were outstanding during the three and nine months ended September 30, 2011, respectively, but were not included in the computation oI diluted EPS
because they were antidilutive.

The Iollowing table presents the calculation oI basic and diluted EPS Ior the Company`s Common Stock:

Three Months Ended September 30, Nine Months Ended September 30,`
2012 2011 2012 2011
(in thousands, except per share data)

Calculation of basic EPS:
Net income applicable to common stock $ 37,456 $ 57,370 $ 154,567 $ 160,701
Weighted-average common shares outstanding 76,336 78,242 76,196 78,264
Basic EPS $ 0.49 $ 0.73 $ 2.03 $ 2.05

Calculation of diluted EPS:
Net income $ 46,446 $ 70,803 $ 191,732 $ 198,320
Diluted weighted-average common shares
outstanding 105,841 107,449 105,874 107,329
Diluted EPS $ 0.44 $ 0.66 $ 1.81 $ 1.85

Stock-Based Compensation

The Company accounts Ior stock compensation under ASC 718, 'Compensation-Stock Compensation, which requires the Company to expense
the cost oI employee services received in exchange Ior an award oI equity instruments based on the grant-date Iair value oI the award. Stock based
compensation expense Ior the three and nine months ended September 30, 2012 was $6.9 million

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and $22.2 million, respectively, as compared to $6.1 million and $18.5 million Ior the three and nine months ended September 30, 2011, respectively. This
expense is recognized ratably over the requisite service period Iollowing the date oI grant.

The Iair value Ior stock options was estimated at the date oI grant using the Black-Scholes option-pricing model, which requires management to
make certain assumptions. The risk-Iree interest rate was based on the U.S. Treasury spot rate with a term equal to the expected liIe assumed at the date oI
grant. Expected volatility was estimated based on the historical volatility oI the Company`s stock price over a period oI 6.64 years, in order to match the
expected liIe oI the options at the grant date. There is no expected dividend yield since the Company has not paid any cash dividends on its Common Stock
since its initial public oIIering in May 1994 and since the Company intends to retain all oI its earnings to Iinance the development oI its business Ior the
Ioreseeable Iuture. The weighted-average expected liIe was based on the contractual term oI the stock option and expected employee exercise dates, which was
based on the historical and expected exercise behavior oI the Company`s employees. ForIeitures are estimated at the date oI grant based on historical experience.

The Iollowing are the weighted-average assumptions used in the Black-Scholes option-pricing model at September 30, 2012 and 2011:

2012 2011

Risk-Iree interest rate 0.84 2.04
Expected volatility 45.78 47.24
Dividend yield
Weighted-average expected liIe (years) 6.64 5.77
ForIeiture rate 5.00 5.00

Beginning in the Iourth quarter oI 2010, the Company began issuing cash-settled phantom stock unit awards, which vest over a period oI Iour to
Iive years. Cash-settled phantom stock unit awards entitle employees and directors to receive cash based on the Iair value oI the Company`s Common Stock
on the vesting date. These phantom stock unit awards are accounted Ior as liability awards and are re-measured at Iair value each reporting period until they
become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30 'CompensationStock
Compensation, Awards ClassiIied as Liabilities. As oI September 30, 2012, there was $12.4 million oI total unrecognized compensation cost that will be
recognized over the grants remaining weighted average vesting period oI 3.1 years. For the three and nine months ended September 30, 2012, the Company
recognized $1.0 million and $3.5 million, respectively, oI compensation expense associated with these awards, as compared to $0.5 million and $1.5 million
Ior the three and nine months ended September 30, 2011, respectively.

Additionally, starting in 2011, the Company has issued stock appreciation rights to certain employees, which vest over a period oI Iour years. The
Company`s stock appreciation rights are accounted Ior as liability awards since they will be settled in cash. The Iair value oI 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 oI
September 30, 2012, there was $9.8 million oI total unrecognized compensation cost that will be recognized over the awards remaining weighted average
vesting period oI 2.9 years. For the three and nine months ended September 30, 2012, the Company recognized $0.5 million and $3.0 million, respectively, oI
compensation expense associated with these awards, as compared to $0.3 million and $1.0 million Ior the three and nine months ended September 30, 2011,
respectively.

Accounting for Derivatives and Hedging Activities

The Company uses Iixed and variable-rate debt to Iinance its operations. Both Iunding sources have associated risks and opportunities, such as
interest rate exposure, and the Company`s risk management policy permits the use oI derivatives to manage this exposure. The Company does not hold or
issue derivative Iinancial instruments Ior trading or speculative purposes. Thus, uses oI derivatives are strictly limited to hedging and risk management
purposes in connection with managing interest rate exposure. Acceptable derivatives Ior this purpose include interest rate swap contracts, Iutures, options,
caps, and similar instruments.

When using derivatives, the Company has historically desired to obtain hedge accounting, which is conditional upon satisIying speciIic
documentation and perIormance criteria. In particular, the underlying hedged item must expose the Company to risks associated with market Iluctuations and
the instrument used as the hedging derivative must generate oIIsetting eIIects in prescribed magnitudes. II these criteria are not met, a change in the market
value oI the Iinancial instrument and all associated settlements would be recognized as gains or losses in the period oI change.

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Table oI Contents

Under cash Ilow hedge accounting, eIIective derivative results are initially recorded in other comprehensive income ('OCI) and later reclassiIied to
earnings, coinciding with the income recognition relating to the variable interest payments being hedged (i.e., when the interest expense on the variable-rate
liability is recorded in earnings). Any hedge ineIIectiveness (which represents the amount by which hedge results exceed the variability in the cash Ilows oI the
Iorecasted transaction due to the risk being hedged) is recorded in current period earnings. Under cash Ilow hedge accounting, derivatives are included in the
consolidated balance sheets as assets or liabilities at Iair value.

Previously, the Company had a number oI interest rate swap contracts in place. These contracts served to mitigate income volatility Ior a portion oI
the Company`s variable-rate Iunding. In eIIect, these interest rate swap contracts synthetically converted the portion oI variable-rate debt being hedged to the
equivalent oI Iixed-rate Iunding. Under the terms oI the swap contracts, the Company received cash Ilows Irom the swap contract counterparties to oIIset the
benchmark interest rate component oI variable interest payments on the hedged Iinancings, in exchange Ior paying cash Ilows based on the swap contracts`
Iixed rates. These two respective obligations were net-settled periodically. The Iair value oI the Company`s interest rate swap contracts was measured at the
present value oI all expected Iuture cash Ilows based on the LIBOR-based swap yield curve as oI the date oI the valuation, subject to a credit adjustment to the
LIBOR-based yield curve`s implied discount rates. The credit adjustment reIlected the Company`s best estimate as to the Company`s credit quality. There were
no outstanding interest rate swap contracts as oI September 30, 2012 and December 31, 2011. See Note 7 Ior details on the eIIect oI derivative instruments on
the condensed consolidated statements oI income Ior the three and nine months ended September 30, 2011.

3. New Accounting Pronouncements

In July 2012, the FASB issued amendments to provide an entity with the option to make a qualitative assessment about the likelihood that an
indeIinite-lived intangible asset is impaired to determine whether it should perIorm a quantitative impairment test. The amendments also enhance the
consistency oI impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative Iactors to determine whether it is
necessary to calculate the asset`s Iair value when testing an indeIinite-lived intangible asset Ior impairment, which is equivalent to the impairment testing
requirements Ior other long-lived assets. In accordance with these amendments, an entity has the option Iirst to assess qualitative Iactors to determine whether
the existence oI events and circumstances indicates that it is more likely than not that the indeIinite-lived intangible asset is impaired. II, aIter assessing the
totality oI events and circumstances, an entity concludes that it is not more likely than not that the indeIinite-lived intangible asset is impaired, then the entity
is not required to take Iurther action. However, iI an entity concludes otherwise, then it is required to determine the Iair value oI the indeIinite-lived intangible
asset and perIorm the quantitative impairment test by comparing the Iair value with the carrying amount. An entity also has the option to bypass the
qualitative assessment Ior any indeIinite-lived intangible asset in any period and proceed directly to perIorming the quantitative impairment test. An entity will
be able to resume perIorming the qualitative assessment in any subsequent period. The amendments are eIIective Ior annual and interim impairment tests
perIormed Ior Iiscal years beginning aIter September 15, 2012. Early adoption is permitted, including Ior annual and interim impairment tests perIormed as
oI a date beIore July 27, 2012, iI a public entity`s Iinancial statements Ior the most recent annual or interim period have not yet been issued, however the
Company did not early adopt this amendment.

In December 2011, the FASB issued amendments to enhance disclosures about oIIsetting and related arrangements. This inIormation will enable the
users oI the Iinancial statements to evaluate the eIIect or potential eIIect oI netting arrangements on an entity`s Iinancial position, including the eIIect or
potential eIIect oI rights oI setoII associated with certain Iinancial and derivative instruments. These amendments are eIIective Ior annual reporting periods,
and interim periods within those years, beginning on or aIter January 1, 2013. The disclosures required by these amendments should be provided
retrospectively Ior all comparative periods presented. Management does not believe that these amendments will have an impact on the consolidated Iinancial
statements.

In June 2011, the FASB issued amendments to guidance regarding the presentation oI comprehensive income. The amendments eliminate the option
to present components oI OCI as part oI the statement oI changes in stockholders` equity. The amendments require that comprehensive income be presented in
either a single continuous statement or in two separate but consecutive statements. In a single continuous statement, the entity would present the components oI
net income and total net income, the components oI OCI and a total oI OCI, along with the total oI comprehensive income in that statement. In the two-statement
approach, the entity would present components oI net income and total net income in the statement oI net income and a statement oI OCI would immediately
Iollow the statement oI net income and include the components oI OCI and a total Ior OCI, along with a total Ior comprehensive income. The amendments also
require the entity to present on the Iace oI the Iinancial statements any reclassiIication adjustments Ior items that are reclassiIied Irom OCI to net income in the
statement(s) where the components oI net income and the components oI OCI are presented. The amendments do not change the items that must be reported in
OCI, when an item oI OCI must be reclassed to net income or the option to present components oI OCI either net oI related tax eIIects or beIore related tax
eIIects. The amendments, excluding the speciIic requirement to present on the Iace oI the Iinancial statements any reclassiIication adjustments Ior items that
are reclassiIied Irom OCI to net income in the statement(s) where the components oI net income and the components oI OCI are presented which was deIerred
by the FASB in December 2011, are eIIective Ior Iiscal years,

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and interim periods within those years, beginning aIter December 15, 2011 and are to be applied retrospectively. The Company adopted the guidance, except
Ior the deIerred requirement to present reclassiIication adjustments in the statement(s) where the components oI net income and the components oI OCI are
presented, as oI January 1, 2012. The Company has presented comprehensive income in two separate but consecutive statements.

4. Pending Acquisition and Wholly Owned Development Projects

On May 7, 2012, the Company announced that it has entered into a deIinitive agreement to acquire 100 oI the equity oI Harrah`s St. Louis gaming
and lodging Iacility Irom Caesars Entertainment Ior a purchase price oI approximately $610 million. While the acquisition is a stock transaction, it will be
treated as an asset transaction Ior tax purposes. This will enable the Company to amortize the goodwill and other Iair value adjustments Ior tax purposes. The
acquisition reIlects the continuing eIIorts oI the Company to expand its regional operating platIorm with a Iacility in a large metropolitan market. Upon closing
the Company will re-brand Harrah`s St. Louis with its Hollywood-themed brand. The purchase price oI the transaction, which closed on November 2, 2012.
was Iunded through an add-on to the Company`s senior secured credit Iacility. See Note 14 Ior Iurther details. Harrah`s St. Louis is located adjacent to the
Missouri River in Maryland Heights, Missouri, directly oII I-70 and approximately 22 miles northwest oI downtown St. Louis. The Iacility is situated on over
294 acres along the Missouri River and Ieatures approximately 109,000 square Ieet oI gaming space with approximately 2,100 slot machines, 59 table games,
21 poker tables, a 500 guestroom hotel, nine dining and entertainment venues and structured and surIace parking.

On May 29, 2012 and October 8, 2012, the Company opened its Hollywood Casino Toledo and Hollywood Casino Columbus projects in Ohio. As
a result, during 2012, the Company capitalized $105 million oI costs which were recorded within other intangible assets on the condensed consolidated
balance sheet.

5. Investment In and Advances to Unconsolidated Affiliates

As oI September 30, 2012, investment in and advances to unconsolidated aIIiliates represents the Company`s 50 interest in Freehold Raceway, its
50 investment in Kansas Entertainment, LLC ('Kansas Entertainment), which is a joint venture with International Speedway Corporation ('International
Speedway), and its 50 joint venture with MAXXAM, Inc. that owns and operates racetracks in Texas. ReIer to the Company`s Annual Report on Form 10-
K Ior the year ended December 31, 2011 Ior Iurther details oI accounting Ior investments in and advances to unconsolidated aIIiliates.

Kansas Entertainment

Kansas Entertainment opened its $391 million Iacility, inclusive oI licensing Iees, on February 3, 2012. The Iacility Ieatures a 95,000 square Ioot
casino with approximately 2,000 slot machines, 40 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety oI dining and
entertainment Iacilities. The Company and International Speedway shared equally in the cost oI developing and constructing the Iacility. During the nine
months ended September 30, 2012, the Company Iunded $39.1 million Ior capital expenditures and other operating expenses, as compared to $22.8 million
and $44.2 million during the three and nine months ended September 30, 2011, respectively. The Company received its Iirst distribution Irom Kansas
Entertainment which totaled $8.5 million during the three months ended September 30, 2012.
6. Property and Equipment

Property and equipment, net, consists oI the Iollowing:

2012 2011
(in thousands)

Land and improvements $ 378,864 $ 362,402
Building and improvements 1,905,986 1,715,144
Furniture, Iixtures, and equipment 1,112,515 1,021,362
Leasehold improvements 16,919 16,910
Construction in progress 314,333 256,459
Total property and equipment 3,728,617 3,372,277
Less accumulated depreciation (1,233,495) (1,095,077)
Property and equipment, net $ 2,495,122 $ 2,277,200

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Total property and equipment, beIore accumulated depreciation, increased by $356.3 million primarily due to expenditures Ior Hollywood Casino
Toledo, which opened on May 29, 2012, and Hollywood Casino Columbus, which opened on October 8, 2012.

Depreciation expense, Ior property and equipment, totaled $62.4 million and $172.3 million Ior the three and nine months ended September 30,
2012, respectively, as compared to $51.8 million and $157.6 million Ior the three and nine months ended September 30, 2011, respectively. Interest
capitalized in connection with major construction projects was $2.4 million and $8.3 million Ior the three and nine months ended September 30, 2012,
respectively, as compared to $1.7 million and $3.5 million Ior the three and nine months ended September 30, 2011, respectively.

7. Long-term Debt and Derivatives

Long-term debt, net oI current maturities, is as Iollows:

2012 2011
(in thousands)

Senior secured credit Iacility $ 1,840,875 $ 1,715,750
$325 million 8 / senior subordinated notes due August 2019 325,000 325,000
Other long-term obligations 10,000 1,949
Capital leases 2,140 2,215
2,178,015 2,044,914
Less current maturities oI long-term debt (46,974) (44,559)
Less discount on senior secured credit Iacility Term Loan B (1,566) (1,749)
$ 2,129,475 $ 1,998,606

The Iollowing is a schedule oI Iuture minimum repayments oI long-term debt as oI September 30, 2012 (in thousands):

Within one year $ 46,974
1-3 years 142,074
3-5 years 959,235
Over 5 years 1,029,732
Total minimum payments $ 2,178,015

Senior Secured Credit Facility

The Company`s senior secured credit Iacility had a gross outstanding balance oI $1,840.9 million at September 30, 2012, consisting oI
$444.0 million drawn under the revolving credit Iacility, a $656.3 million Term Loan A Iacility, and a $740.6 million Term Loan B Iacility. Additionally, at
September 30, 2012, the Company was contingently obligated under letters oI credit issued pursuant to the senior secured credit Iacility with Iace amounts
aggregating $24.1 million, resulting in $231.9 million oI available borrowing capacity as oI September 30, 2012 under the revolving credit Iacility. On
November 1, 2012, the Company increased the size oI its senior secured credit Iacility. See Note 14 Ior Iurther details.

Other Long-Term Obligations

In September 2012, the Company received $10 million under a subscription agreement entered into between A3 Gaming Investments, LLC, an
investment vehicle owned by the previous owner oI the M Resort ('A3 Gaming Investments), and LV Gaming Ventures, LLC, a wholly-owned subsidiary oI
the Company and holder oI the assets oI the M Resort ('LV Gaming Ventures). The subscription agreement entitled A3 Gaming Investments to invest in a
limited liability membership interest in LV Gaming Ventures which matures on October 1, 2016. The investment entitles A3 Gaming Investments to annual
payments and a settlement value based on the earnings levels oI the M Resort. In accordance with ASC 480, 'Distinguishing Liabilities Irom Equity, the
Company determined that this obligation is a Iinancial instrument and as such should be recorded as a liability within debt. Changes in the settlement value,
iI any, will be accreted to interest expense through the maturity date oI the instrument.

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Covenants

The Company`s senior secured credit Iacility and $325 million 8 / senior subordinated notes require it, among other obligations, to maintain
speciIied Iinancial ratios and to satisIy certain Iinancial tests, including Iixed charge coverage, interest coverage, senior leverage and total leverage ratios. In
addition, the Company`s senior secured credit Iacility and $325 million 8 / senior subordinated notes restrict, among other things, the Company`s ability
to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in
mergers or consolidations, and otherwise restrict corporate activities.

At September 30, 2012, the Company was in compliance with all required Iinancial covenants.

Interest Rate Swap Contracts

There were no outstanding interest rate swap contracts as oI September 30, 2012 and December 31, 2011. The eIIect oI derivative instruments on the
condensed consolidated statement oI income Ior the three months ended September 30, 2011 was as Iollows (in thousands):

Gain (Loss) Location of Gain (Loss) Gain (Loss)
Recognized in Reclassified from Reclassified from Location of Gain (Loss) Gain (Loss)
3
4
3
4
Derivatives in a OCI on Derivative AOCI into Income AOCI into Income Recognized in Income on Recognized in Income on
Cash Flow Hedging Relationship (Effective Portion) (Effective Portion) (Effective Portion) Derivative (Ineffective Portion) Derivative (Ineffective Portion)

Interest rate swap contracts $ Interest expense $ None $
Total $ $ $

Location of Gain (Loss)
Derivatives Not Designated as Recognized in Income Gain (Loss) Recognized
Hedging Instruments on Derivative in Income on Derivative

Interest rate swap contracts Interest expense $ (36)
Total $ (36)

The eIIect oI derivative instruments on the condensed consolidated statement oI income Ior the nine months ended September 30, 2011 was as
Iollows (in thousands):

Gain (Loss) Location of Gain (Loss) Gain (Loss)
Derivatives in a OCI on Derivative AOCI into Income AOCI into Income Recognized in Income on Recognized in Income on
Cash Flow Hedging Relationship (Effective Portion) (Effective Portion) (Effective Portion) Derivative (Ineffective Portion) Derivative (Ineffective Portion)

Interest rate swap contracts $ (672) Interest expense $ (8,173) None $
Total $ (672) $ (8,173) $

Location of Gain (Loss)
Derivatives Not Designated as Recognized in Income Gain (Loss) Recognized
Hedging Instruments on Derivative in Income on Derivative

Interest rate swap contracts Interest expense $ (39)
Total $ (39)

In addition, during the three and nine months ended September 30, 2011, the Company amortized to interest expense $2.8 million and $5.3 million,
respectively, in OCI related to the derivatives that were de-designated as hedging instruments under ASC 815, 'Derivatives and Hedging.

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8. Income Taxes

A reconciliation oI the liability Ior unrecognized tax beneIits is as Iollows:

Noncurrent
tax liabilities
(in thousands)
Balance at January 1, 2012 $ 33,872
Additions based on current year positions 77
Additions based on prior year positions 3,772
Payments made on account (12,839)
Decreases due to settlements and/or reduction in reserves (4,377)
Currency translation adjustments 906
Balance at September 30, 2012 $ 21,411

The decrease in the Company`s liability Ior unrecognized tax beneIits during the nine months ended September 30, 2012 was primarily due to
payments the Company made to the Canada Revenue Agency ('CRA) relating to reassessments issued oI a Canadian subsidiary oI Penn Ior the 2004 through
2006 taxation years. The Company has appealed these reassessments and believes the matter will be ultimately settled in Competent Authority.

The Company`s eIIective tax rate (income taxes as a percentage oI income Irom operations beIore income taxes) increased to 40.3 and 39.4 Ior the
three and nine months ended September 30, 2012, respectively, as compared to 35.1 and 36.7 Ior the three and nine months ended September 30, 2011,
respectively. The primary reason Ior the increase Ior the nine months ended September 30, 2012 is due to $ the reversal oI previously recorded unrecognized
tax beneIit reserves in the second quarter oI 2011 as well as Iavorable state income tax beneIits resulting Irom the impact oI certain subsidiary restructurings
completed in the third quarter oI 2011. The increase in the eIIective tax rate Ior the three months ended September 30, 2012 compared to the corresponding
period in the prior year is due to the previously mentioned lobbying expenses partially oIIset by unrecognized tax beneIit reversals recorded during the three
months ended September 30, 2012.

At September 30, 2012, prepaid expenses within the condensed consolidated balance sheet include prepaid income taxes oI $53.1 million.

9. Commitments and Contingencies

Litigation

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions
and other matters arising in the normal course oI business. The Company does not believe that the Iinal outcome oI these matters will have a material adverse
eIIect on the Company`s consolidated Iinancial position or results oI operations. In addition, the Company maintains what it believes is adequate insurance
coverage to Iurther mitigate the risks oI such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, thereIore, no
assurance can be given that the Iinal outcome oI such proceedings may not materially impact the Company`s consolidated Iinancial condition or results oI
operations. Further, no assurance can be given that the amount or scope oI existing insurance coverage will be suIIicient to cover losses arising Irom such
matters.

The Iollowing proceedings could result in costs, settlements, damages, or rulings that materially impact the Company`s consolidated Iinancial
condition or operating results. The Company believes that it has meritorious deIenses, claims and/or counter-claims, and intends to vigorously deIend itselI or
pursue its claims.

Gaming licenses in Iowa are typically issued jointly to a gaming operator and a local charitable organization known as a QualiIied Sponsoring
Organization ('QSO). The agreement between the Company`s gaming operator subsidiary in Iowa, Belle oI Sioux City, L.P. (the 'Belle) and its QSO,
Missouri River Historical Development, Inc. ('MRHD), expired in early July 2012. On July 12, 2012, when presented with an extension oI the Company`s
QSO/operating agreement Ior the Sioux City Iacility through March 2015, the Iowa Racing and Gaming Commission ('IRGC) Iailed to approve the extension
and urged a shorter extension. In mid-August 2012, MRHD oIIered a revised contract to the Company that would require a yearly renewal Irom the IRGC and
stated that MHRD would be able to continue searching Ior an operator Ior a new land-based casino. The Company rejected this contract oIIer and at the
August 23, 2012 IRGC meeting urged the IRGC to reconsider the original extension oIIer through March 2015. The IRGC did not act on this request and
concluded that the casino can continue to operate without an eIIective operating agreement until such time as a hearing is set by the IRGC to decide iI the
gaming licenses should not be continued. No such hearing has been scheduled at

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this time. The IRGC also announced at the July 12, 2012 meeting the schedule Ior requests Ior proposals Ior a new land based Woodbury County casino.
Applications and Iinancing proposals will be due by November 5, 2012 and the IRGC is expected to award that license to a gaming operator and a QSO by
April 18, 2013. The Belle has Iiled three lawsuits against the IRGC`s recent actions, namely reIusing to consider the Belle`s request to replace MRHD with
another non-proIit partner and opening up the gaming license to bidding Ior a land based casino, its Iailure to approve the 2015 extension agreement and any
extension, and announcing a process would be instituted to revoke the Belle`s license.

In addition, the Belle Iiled suit against MRHD Ior a breach oI contract and seeking to enjoin MRHD Irom disavowing the 2015 extension agreement it
signed and the exclusivity obligations in the agreement. The injunction request was denied on October 29, 2012. Further, the Belle`s ability to continue its
operations may also be impacted by its ability to renew or extend its existing docking lease, which expires in January 2013, or to locate a suitable site to
construct a land-based Iacility and the results oI the request Ior proposal process initiated by the IRGC (with submissions due November 5, 2012).
Subsequent to September 30, 2012, MRHD submitted a proposal with another gaming operator to develop a land based Iacility in Sioux City. Without
prejudice to its legal claims, the Belle is participating in this request Ior proposals. Argosy Casino Sioux City has goodwill and other intangible assets oI
$92.8 million at September 30, 2012. Additionally, this Iacility had net revenues and income Irom operations oI $43.4 million and $13.4 million, respectively,
Ior the nine months ended September 30, 2012, which represented 2.0 and 3.6 oI the Company`s consolidated results. Any disruptions in Argosy Casino
Sioux City`s operations related to the items described above could result in a signiIicant non-cash impairment charge in Iuture periods as well as the loss oI
Iuture earnings associated Irom this property.

On September 11, 2008, the Board oI County Commissioners oI Cherokee County, Kansas (the 'County) Iiled suit against Kansas Penn Gaming,
LLC ('KPG, a wholly owned subsidiary oI Penn created to pursue a development project in Cherokee County, Kansas) and the Company in the District
Court oI Shawnee County, Kansas. The petition alleges that KPG breached its pre-development agreement with the County when KPG withdrew its
application to manage a lottery gaming Iacility in Cherokee County and currently seeks in excess oI $50 million in damages. In connection with their petition,
the County obtained an ex-parte order attaching the $25 million privilege Iee (which is included in current assets) paid to the Kansas Lottery Commission in
conjunction with the gaming application Ior the Cherokee County zone. The deIendants have Iiled motions to dissolve and reduce the attachment. Those
motions were denied. Following discovery, both parties have Iiled dispositive motions and the motions were argued on April 20, 2012. In September 2012, the
judge ruled in Iavor oI the County on its motion Ior summary judgment. The amount in damages to be paid will be determined at an upcoming 2013 trial. The
Company plans to appeal the adverse ruling on liability aIter the trial Ior damages has concluded. The Company believes it has meritorious deIenses against
the suit upon appeal, intends to vigorously deIend itselI and does not believe a loss is probable.

10. Segment Information

The Company has aggregated its properties into three reportable segments: (i) Midwest, (ii) East/West, and (iii) Southern Plains, which is consistent
with how the Company`s ChieI Operating Decision Maker reviews and assesses the Company`s Iinancial perIormance.

The Midwest reportable segment consists oI the Iollowing properties: Hollywood Casino Lawrenceburg, Hollywood Casino Aurora, Hollywood
Casino Joliet, Argosy Casino Alton, Hollywood Casino Toledo, which opened on May 29, 2012, and Hollywood Casino Columbus, which opened on
October 8, 2012. It also includes the Company`s Casino Rama management service contract and the Mahoning Valley and Dayton Raceway projects which the
Company anticipates completing in 2014.

The East/West reportable segment consists oI the Iollowing properties: Hollywood Casino at Charles Town Races, Hollywood Casino Perryville,
Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Zia Park Casino, and M Resort.

The Southern Plains reportable segment consists oI the Iollowing properties: Argosy Casino Riverside, Argosy Casino Sioux City, Hollywood Casino
Baton Rouge, Hollywood Casino Tunica, Hollywood Casino Bay St. Louis, Boomtown Biloxi, and the Company`s 50 investment in Kansas
Entertainment, which owns the Hollywood Casino at Kansas Speedway. Additionally, beginning in the third quarter oI 2012, transaction costs associated
with the Harrah`s St. Louis acquisition are reported in this segment.

The Other category consists oI the Company`s standalone racing operations, namely Beulah Park, Raceway Park, RosecroIt Raceway, SanIord-
Orlando Kennel Club, and the Company`s joint venture interests in Sam Houston Race Park, Valley Race Park and Freehold Raceway. It also included the
Company`s joint venture interest in the Maryland Jockey Club which was sold in July 2011. II the Company is successIul in obtaining gaming operations at
these locations, they would be assigned to one oI the Company`s regional executives and reported in their respective reportable segment. The Other category
also includes the Company`s corporate overhead operations which does not meet the deIinition oI an operating segment under ASC 280, 'Segment Reporting,
and Bullwhackers.

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The Iollowing tables present certain inIormation with respect to the Company`s segments. Intersegment revenues between the Company`s segments
were not material in any oI the periods presented below.

Midwest East/West Southern Plains Other Total
(in thousands)
Three months ended September 30, 2012
Net revenues $ 247,287 $ 324,603 $ 128,604 $ 6,550 $ 707,044
Income (loss) Irom operations 55,088 68,078 26,496 (50,996) 98, 666
Depreciation and amortization 24,791 22,430 11,028 4,150 62,399
Gain (loss) Irom unconsolidated aIIiliates 1,036 (229) 807
Capital expenditures 94,562 8,376 6,770 1,066 110,774

Three months ended September 30, 2011
Net revenues 205,333 350,278 148,722 6,572 710,905
Income (loss) Irom operations 49,167 72,276 36,604 (27,712) 130,335
(Loss) gain Irom unconsolidated aIIiliates (1,973) 19,266 17,293
Capital expenditures 70,490 15,056 5,875 4,838 96, 259

Nine months ended September 30, 2012
Net revenues 670,373 1,043,884 415,729 25,668 2,155,654
Gain (loss) Irom unconsolidated aIIiliates 3,991 (445) 3,546

Nine months ended September 30, 2011
Net revenues 633,547 957,275 450,322 24,663 2,065,807
(Loss) gain Irom unconsolidated aIIiliates (3,098) 18,468 15,370

Balance sheet at September 30, 2012
Total assets 2,275,464 1,220,582 1,054,192 417,958 4,968,196
Investment in and advances to unconsolidated aIIiliates 87 141,794 66,867 208,748
Goodwill and other intangible assets, net 1,026,838 226,047 394,018 55,837 1,702,740

Balance sheet at December 31, 2011
Total assets 1,897,164 1,265,438 1,034,506 409,238 4,606,346
Investment in and advances to unconsolidated aIIiliates 110 107,204 66,802 174,116
Goodwill and other intangible assets, net 925,822 226,234 394,018 55,878 1,601,952

11. Fair Value of Financial Instruments

The Iollowing methods and assumptions are used to estimate the Iair value oI each class oI Iinancial instruments Ior which it is practicable to
estimate:

Cash and Cash Equivalents

The Iair value oI the Company`s cash and cash equivalents approximates the carrying value oI the Company`s cash and cash equivalents, due to the
short maturity oI the cash equivalents.

Investment in Corporate Debt Securities

The Iair value oI the investment in corporate debt securities is estimated based on a third party broker quote. The investment in corporate debt
securities is measured at Iair value on a recurring basis.

Long-term Debt

The Iair value oI the Company`s Term Loan B component oI the senior secured credit Iacility and senior subordinated notes is estimated based on
quoted prices in active markets and as such is a Level 1 measurement (see Note 12). The Iair value oI the

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remainder oI the Company`s senior secured credit Iacility approximates its carrying value as it is variable rate debt. The Iair value oI the Company`s other
long-term obligations approximates its carrying value.

The estimated Iair values oI the Company`s Iinancial instruments are as Iollows (in thousands):

September 30, 2012 December 31, 2011
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial assets:
Cash and cash equivalents $ 217,432 $ 217,432 $ 238,440 $ 238,440
Investment in corporate debt
securities 6,790 6,790 6,790 6,790
Financial liabilities:
Long-term debt
Senior secured credit Iacility 1,839,309 1,842,727 1,714,001 1,716,720
Senior subordinated notes 325,000 365,625 325,000 353,438
Other long-term obligations 10,000 10,000 1,949 1,949

12. Fair Value Measurements

ASC 820, 'Fair Value Measurements and Disclosures, establishes a hierarchy that prioritizes Iair value measurements based on the types oI inputs
used Ior the various valuation techniques (market approach, income approach, and cost approach). The levels oI the hierarchy are described below:

Level 1: Observable inputs such as quoted prices in active markets Ior identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable Ior the asset or liability, either directly or indirectly; these include quoted prices Ior
similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Unobservable inputs that reIlect the reporting entity`s own assumptions, as there is little, iI any, related market activity.

The Company`s assessment oI the signiIicance oI a particular input to the Iair value measurement requires judgment, and may aIIect the valuation oI
assets and liabilities and their placement within the Iair value hierarchy.

The Iollowing tables set Iorth the assets measured at Iair value on a recurring basis, by input level, in the condensed consolidated balance sheets at
September 30, 2012 and December 31, 2011 (in thousands):

Balance Sheet
Location
Quoted Prices in
Active Markets for
Identical Assets or
Liabilities (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
September 30, 2012
Total
Assets:
securities Other assets $ $ 6,790 $ $ 6,790

Balance Sheet
Location
Quoted Prices in
Active Markets for
Identical Assets or
Liabilities (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
December 31, 2011
Total
Assets:
securities Other assets $ $ 6,790 $ $ 6,790

The valuation technique used to measure the Iair value oI the investment in corporate debt securities was the market approach. See Note 11 Ior a
description oI the input used in calculating the Iair value measurement oI investment in corporate debt securities.

There were no long-lived assets measured at Iair value on a non-recurring basis during the nine months ended September 30, 2012.

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13. Insurance Recoveries and Deductibles

Hollywood Casino Tunica Flood

On May 1, 2011, Hollywood Casino Tunica was Iorced to close as a result oI Ilooding by the Mississippi River. Due to the Ilooding, access to the
property was temporarily cut oII and the property sustained minor damage. The property reopened on May 25, 2011.

At the time oI the Ilood, the Company carried property insurance coverage with a Ilood limit oI $300 million Ior both property damage and business
interruption applicable to this event. This coverage included a $5 million property damage and two day business interruption deductible Ior the peril oI Ilood.

The Company has received $15.4 million in insurance proceeds related to the Ilood at Hollywood Casino Tunica, with $8.4 million received during
the nine months ended September 30, 2012. As the insurance recovery amount exceeded the net book value oI assets believed to be damaged and other costs
incurred as a result oI the Ilood, the Company recorded a pre-tax gain oI $7.2 million during the nine months ended September 30, 2012. During the second
quarter oI 2012, the insurance claim Ior the Ilood at Hollywood Casino Tunica was settled and as such no Iurther proceeds will be received.

14. Subsequent Events

On November 1, 2012, the Company raised $915 million oI additional Iunds through an add-on to its existing senior secured credit Iacility at the
same terms and conditions as its existing Iacility. The Company issued $515 million in variable rate Term Loan B due in July 2018 and $400 million in
variable rate Term Loan A due July 2016. Additionally, the Company increased its revolving borrowing capacity to $785 million Irom $700 million. The
proceeds Irom the issuance were utilized to complete the acquisition oI Harrah`s St. Louis gaming and lodging Iacility Irom Caesars Entertainment which
closed on November 2, 2012 and Ior working capital purposes.

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Table oI Contents

ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Operations

We are a leading, diversiIied, multi-jurisdictional owner and manager oI gaming and pari-mutuel properties. As oI September 30, 2012, we own,
manage, or have ownership interests in twenty-seven Iacilities in the Iollowing nineteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Kansas,
Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On
October 8, 2012, we opened our twenty-eighth Iacility with Hollywood Casino Columbus in Ohio. We believe that our portIolio oI assets provides us with
diversiIied cash Ilow Irom operations.

We have made signiIicant acquisitions in the past, and expect to continue to pursue additional acquisition and development opportunities in the
Iuture. In 1997, we began our transition Irom a pari-mutuel company to a diversiIied gaming company with the acquisition oI the Charles Town property and
the introduction oI video lottery terminals in West Virginia. Since 1997, we have continued to expand our gaming operations through strategic acquisitions
(including the acquisitions oI Hollywood Casino Bay St. Louis and Boomtown Biloxi, CRC Holdings, Inc., Hollywood Casino Corporation, Argosy Gaming
Company, Zia Park Casino, SanIord-Orlando Kennel Club and The M Resorts LLC (the 'M Resort) in June 2011), greenIield projects (such as at
Hollywood Casino at Penn National Race Course, Hollywood Casino Bangor and Hollywood Casino Perryville), and property expansions (such as Hollywood
Casino at Charles Town Races and Hollywood Casino Lawrenceburg). Most recently, we, along with our joint venture partner, opened Hollywood Casino at
Kansas Speedway on February 3, 2012 and in Ohio, we opened our Hollywood Casino Toledo Iacility on May 29, 2012 and our Hollywood Casino
Columbus Iacility on October 8, 2012. Finally, on May 7, 2012, we announced a deIinitive agreement to acquire Harrah`s St. Louis Iacility, which closed on
November 2, 2012.

The vast majority oI our revenue is gaming revenue, derived primarily Irom gaming on slot machines (which represented approximately 88 and
93 oI our gaming revenue in 2011 and 2010, respectively) and to a lesser extent, table games, which is highly dependent upon the volume and spending
levels oI customers at our properties. Other revenues are derived Irom our management service Iee Irom Casino Rama, our hotel, dining, retail, admissions,
program sales, concessions and certain other ancillary activities, and our racing operations. Our racing revenue includes our share oI pari-mutuel wagering on
live races aIter payment oI amounts returned as winning wagers, our share oI wagering Irom import and export simulcasting, and our share oI wagering Irom
our oII-track wagering Iacilities.

Key perIormance indicators related to gaming revenue are slot handle and table game drop (volume indicators) and 'win or 'hold percentage. Our
typical property slot hold percentage is in the range oI 6 to 10 oI slot handle, and our typical table game win percentage is in the range oI 12 to 25 oI
table game drop.

Slot handle is the gross amount wagered Ior the period cited. The win or hold percentage is the net amount oI gaming wins and losses, with liabilities
recognized Ior accruals related to the anticipated payout oI progressive jackpots. Our slot hold percentages have consistently been in the 6 to 10 range over
the past several years. Given the stability in our slot hold percentages, we have not experienced signiIicant impacts to earnings Irom changes in these
percentages.

For table games, customers usually purchase cash chips at the gaming tables. The cash and markers (extensions oI credit granted to certain credit
worthy customers) are deposited in the gaming table`s drop box. Table game win is the amount oI drop that is retained and recorded as casino gaming revenue,
with liabilities recognized Ior Iunds deposited by customers beIore gaming play occurs and Ior unredeemed gaming chips. As we are Iocused on regional
gaming markets, our table win percentages are Iairly stable as the majority oI these markets do not regularly experience high-end play which can lead to
volatility in win percentages. ThereIore, changes in table game win percentages do not typically have a material impact to our earnings. However, as
discussed in our analysis oI gaming revenues in a later section oI this management`s discussion and analysis, the introduction oI table games in July 2010 at
Hollywood Casino at Charles Town Races and in March 2012 at Hollywood Casino Bangor has led to an increase in our gaming revenues and earnings in our
East/West segment Ior the nine months ended September 30, 2012.

Our properties generate signiIicant operating cash Ilow, since most oI our revenue is cash-based Irom slot machines, table games, and pari-mutuel
wagering. Our business is capital intensive, and we rely on cash Ilow Irom our properties to generate operating cash to repay debt, Iund capital maintenance
expenditures, Iund new capital projects at existing properties and provide excess cash Ior Iuture development and acquisitions.

We continue to expand our gaming operations through the implementation and execution oI a disciplined capital expenditure program at our existing
properties, the pursuit oI strategic acquisitions and the development oI new gaming properties, particularly in

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attractive regional markets. Current capital projects are ongoing at several oI our properties. Additional inIormation regarding our capital projects is discussed
in detail in the section entitled 'Liquidity and Capital ResourcesCapital Expenditures below.

Segment Information

We have aggregated our properties into three reportable segments: (i) Midwest, (ii) East/West, and (iii) Southern Plains, which is consistent with how
our ChieI Operating Decision Maker reviews and assesses our Iinancial perIormance.

The Midwest reportable segment consists oI the Iollowing properties: Hollywood Casino Lawrenceburg, Hollywood Casino Aurora, Hollywood
Casino Joliet, Argosy Casino Alton, Hollywood Casino Toledo, which opened on May 29, 2012, and Hollywood Casino Columbus, which opened on
October 8, 2012. It also includes our Casino Rama management service contract and the Mahoning Valley and Dayton Raceway projects which we anticipate
completing in 2014.

The East/West reportable segment consists oI the Iollowing properties: Hollywood Casino at Charles Town Races, Hollywood Casino Perryville,
Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Zia Park Casino, and M Resort.

The Southern Plains reportable segment consists oI the Iollowing properties: Argosy Casino Riverside, Argosy Casino Sioux City, Hollywood Casino
Baton Rouge, Hollywood Casino Tunica, Hollywood Casino Bay St. Louis, Boomtown Biloxi, and includes our 50 investment in Kansas Entertainment,
LLC ('Kansas Entertainment), which owns the Hollywood Casino at Kansas Speedway. Additionally, Hollywood Casino St. Louis (Iormerly Harrah`s St.
Louis which was acquired Irom Caesars Entertainment on November 2, 2012) is included in this segment beginning with acquisition related costs in the third
quarter oI 2012.

The Other category consists oI our standalone racing operations, namely Beulah Park, Raceway Park, RosecroIt Raceway, SanIord-Orlando Kennel
Club, and our joint venture interests in Sam Houston Race Park, Valley Race Park and Freehold Raceway. It also included our joint venture interest in the
Maryland Jockey Club which was sold in July 2011. II we are successIul in obtaining gaming operations at these locations, they would be assigned to one oI
our regional executives and reported in their respective reportable segment. The Other category also includes our corporate overhead operations which does not
meet the deIinition oI an operating segment under Accounting Standards CodiIication 280, 'Segment Reporting, and our Bullwhackers property.

Executive Summary

Economic conditions continue to impact the overall domestic gaming industry as well as operating results. We believe that current economic
conditions, including, but not limited to, high unemployment levels, low levels oI consumer conIidence, and increased stock market volatility, have resulted
in reduced levels oI discretionary consumer spending compared to historical levels.

We believe our strengths include our relatively low leverage ratios compared to the regional casino companies that we directly compete against and the
ability oI our operations to generate positive cash Ilow. These two Iactors have allowed us to develop what we believe to be attractive Iuture growth
opportunities. We have also made investments in joint ventures and certain racetrack operations that we believe may allow us to capitalize on additional gaming
opportunities in certain states iI legislation or reIerenda are passed that permit and/or expand gaming in these jurisdictions.

Financial Highlights.

We reported net revenues and income Irom operations oI $707.0 million and $98.7 million, respectively, Ior the three months ended September 30,
2012 compared to $710.9 million and $130.3 million, respectively, Ior the corresponding period in the prior year and net revenues and income Irom operations
oI $2,155.7 million and $369.3 million, respectively, Ior the nine months ended September 30, 2012 compared to $2,065.8 million and $393.7 million,
respectively, Ior the corresponding period in the prior year. The major Iactors aIIecting our results Ior the three and nine months ended September 30, 2012, as
compared to the three and nine months ended September 30, 2011, were:

The acquisition oI the M Resort on June 1, 2011.

An increase in gaming revenue at Hollywood Casino at Charles Town Races primarily due to the continued impact Irom the introduction oI table games
in July 2010 coupled with mild weather in the Iirst quarter oI 2012.
The partial opening oI a casino complex at the Arundel Mills mall in Maryland in June 2012 and its second phase opening in mid-September 2012,
which negatively impacted Hollywood Casino at Charles Town Races and Hollywood Casino Perryville.

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The introduction oI table games at Hollywood Casino Bangor on March 16, 2012, which was partially oIIset by the opening oI a new casino in OxIord,
Maine in June 2012.

An increase in gaming revenue at Zia Park Casino due to strengthening regional economic conditions.

The opening oI Hollywood Casino Toledo on May 29, 2012, which generated $57.5 million and $82.8 million oI net revenues Ior the three and nine
months ended September 30, 2012, respectively.

New competition in our Midwest segment, namely a new casino opening in July 2011 near Hollywood Casino Aurora and Hollywood Casino Joliet, as
well as a recent opening on June 1, 2012 oI a new racino in Columbus, Ohio, which has negatively impacted Hollywood Casino Lawrenceburg. This
impact was partially mitigated by the expiration oI the 3 surcharge in July 2011 Ior Hollywood Casino Aurora and Hollywood Casino Joliet, as well as
decreased marketing and payroll costs at these three properties due to a realignment oI costs with business demand.

Pre-tax insurance gain oI $18.5 million at Hollywood Casino Joliet during the nine months ended September 30, 2011.

The February 3, 2012 opening oI our joint venture, Hollywood Casino at Kansas Speedway, which negatively impacted the results at our Argosy
Riverside property in our Southern Plains segment.

The opening oI a new casino in Biloxi, Mississippi in late May 2012, which impacted Boomtown Biloxi, and the opening oI a new riverboat casino and
hotel in Baton Rouge, Louisiana on September 1, 2012, which impacted Hollywood Casino Baton Rouge.

A pre-tax insurance gain oI $7.2 million at Hollywood Casino Tunica during the nine months ended September 30, 2012, compared to insurance
deductible charges due to a Ilood at Hollywood Casino Tunica oI $5.2 million Ior the nine months ended September 30, 2011.

Management`s continued Iocus on cost management that has resulted in improved operating margins at 9 oI our 16 gaming Iacilities that we operated in
both periods, Ior the nine months ended September 30, 2012 compared to the corresponding period in the prior year.

Lobbying eIIorts in Maryland related to our opposition to the November 2012 gaming reIerendum Ior $19.2 million Ior the three months ended
September 30, 2012, which is included in Other.

Other also included a gain oI $20.2 million on the sale oI our interest in the Maryland Jockey Club in July 2011, as well as a loss on the early
extinguishment oI debt Ior $17.8 million related to debt issuance costs write-oIIs and the call premium on the $250 million senior subordinated notes Ior
the three months ended September 30, 2011.

Net income decreased by $24.4 million Ior the three months ended September 30, 2012, as compared to the three months ended September 30, 2011,
primarily due to the variances explained above, as well as increased depreciation expense, decreased interest expense, Ioreign currency translation losses
and a decrease in income taxes.

Net income decreased by $6.6 million Ior the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011,
primarily due to the variances explained above, as well as increased depreciation expense, decreased interest expense, and an increase in income taxes.

Segment Developments.

The Iollowing are recent developments that have had or will have an impact on us by segment:

Midwest

Hollywood Casino Columbus, a $400 million Hollywood-themed casino in Columbus, Ohio, inclusive oI $50 million in licensing Iees, opened on
October 8, 2012 and Ieatures approximately 3,000 slot machines, 78 table games and 30 poker tables, structured and surIace parking, as well as Iood
and beverage outlets and an entertainment lounge. Hollywood Casino Toledo, a $320 million Hollywood-themed casino in Toledo, Ohio, inclusive oI $50
million in licensing Iees, opened on May 29, 2012 and Ieatures 2,000 slot machines, 60 table games and 20 poker tables, structured and surIace
parking, as well as Iood and beverage outlets and an entertainment lounge. Additionally, in June 2011, we preliminarily agreed to pay an additional $110
million over ten years to the

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State oI Ohio in return Ior certain clariIications Irom the State oI Ohio with respect to various Iinancial matters and limits on competition within the ten
year time period.

In March 2012, we announced that we had entered into a non-binding memorandum oI understanding ('MOU) with the State oI Ohio that establishes a
Iramework Ior relocating our existing racetracks in Toledo and Grove City to Dayton and Austintown (located in the Mahoning Valley), respectively,
where we intend to develop new integrated racing and gaming Iacilities, each budgeted at approximately $275 million inclusive oI $50 million in license
Iees and $75 million in relocation Iees but excluding potential credits oI up to $25 million per Iacility Ior qualiIying costs incurred at our Raceway Park
and Beulah Park racetracks. Pursuant to this arrangement, we would pay the State oI Ohio the relocation Iee per Iacility and the Ohio Lottery
Commission would retain 33.5 oI video lottery terminal revenues. In addition, the MOU restricts any other gaming Iacility Irom being located within
50 miles oI our Columbus and Toledo casinos, as well as our relocated racetracks, with certain exceptions. In June 2012, we announced that we had
Iormally Iiled applications with the Ohio Lottery Commission Ior Video Lottery Sales Agent Licenses Ior our Ohio racetracks, and with the Ohio State
Racing Commission Ior permission to relocate the racetracks. The new Austintown Iacility, which will be a thoroughbred track, will be located on 184
acres in Austintown`s Centrepointe Business Park near the intersection oI Interstate 80 and Ohio Route 46. The Dayton Iacility, a standardbred track, will
be located on 125 acres on the site oI an abandoned Delphi Automotive plant near Wagner Ford and Needmore roads in North Dayton. Both oI the new
racetrack Iacilities will each Ieature up to 1,500 video lottery terminals, as well as various restaurants, bars and other amenities. The opening oI our
Dayton Iacility will have an adverse impact on our Hollywood Casino Columbus Iacility.
On October 21, 2011, The Ohio Roundtable Iiled a complaint in the Court oI Common Pleas in Franklin County, Ohio against a number oI deIendants,
including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety oI substantive and
procedural deIects relative to the approval and implementation oI video lottery terminals as well as several counts dealing with the taxation oI standalone
casinos. We, along with the other two casinos in Ohio, have Iiled motions Ior judgment on the pleadings. In May 2012, the complaint was dismissed;
however, the plaintiIIs have now Iiled an appeal.
On June 1, 2012, a new racino at Scioto Downs in Columbus, Ohio opened, which has had a negative impact on Hollywood Casino Lawrenceburg`s
Iinancial results. In addition, a proposed casino in Cincinnati, Ohio is anticipated to open in 2013. This new Iacility will have a signiIicant adverse
impact on Hollywood Casino Lawrenceburg. Additionally, new racinos in Ohio are planned at Lebanon Raceway and River Downs. Lebanon Raceway
and River Downs both hope to begin construction in 2012 with a late 2013 completion date. Both Lebanon Raceway and River Downs have Iiled
applications Ior a license and can seek to each install up to 2,500 video lottery terminals. We anticipate the opening oI these new racinos will have a
Iurther adverse impact on Hollywood Casino Lawrenceburg.
In July 2011, we entered into a new interim agreement with the Ontario Lottery and Gaming Corporation ('OLGC) Ior the operation oI the Casino Rama
Iacility through March 31, 2012, which was subsequently extended in January 2012 Ior an additional six months through September 30, 2012 and
extended in August 2012 on a month-to-month basis going Iorward with a 60 days notice period. In March 2012, the OLGC canceled its process oI
evaluating bids Ior a new Iive year operating contract Ior the Iacility (which included a limit on operating Iees exceeding $5 million per year). Although the
bid process has been canceled, there can be no assurance how long the OLGC will continue to engage us to manage the property.
On July 18, 2011, the tenth licensed casino in Illinois opened in the city oI Des Plaines. This Iacility is a new source oI competition Ior Hollywood
Casino Aurora and Hollywood Casino Joliet and has had a negative impact on these properties` Iinancial results. However, the 3 surcharge Hollywood
Casino Aurora and Hollywood Casino Joliet paid to subsidize local horse racing interests is no longer required with the opening oI the Des Plaines Iacility.

East/West

In our East/West segment, Hollywood Casino at Charles Town Races and Hollywood Casino Perryville will Iace increased competition and their results
have been and will continue to be negatively impacted by the opening oI a casino complex at the Arundel Mills mall in Anne Arundel, Maryland. The
casino opened on June 6, 2012 with approximately 3,200 slot machines and signiIicantly increased its slot machine oIIerings by mid-September 2012 to
approximately 4,750 slot machines.
In August 2012, state lawmakers approved legislation authorizing a sixth casino in Prince George`s County and the ability to add table games to
Maryland`s Iive existing and planned casinos, subject to voter approval that will be held on November 6, 2012 . The new law also changes the tax rate
casino operators pay the state, varying Irom casino to casino, allows all casinos in

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Maryland to be open 24 hours per day Ior the entire year, and permits casinos to directly purchase slot machines in exchange Ior gaming tax reductions. II
a sixth casino in Prince George`s County is approved (by the voters both statewide and in Prince George`s County), a bidding process Ior the new Iacility
would be instituted, with the two principal bidders likely to be National Harbor and RosecroIt Raceway, which is owned by us. For our Hollywood
Casino Perryville Iacility, the tax rate would decrease Irom 67 percent to 61 percent with an option Ior an additional 5 percent reduction iI an independent
commission agrees, and table games would be expected to be implemented at Perryville by early 2013. II the legislation is passed authorizing another
gaming site in Prince George`s County in 2016 and RosecroIt Raceway is not selected, our results oI operations would be adversely impacted as it would
create increased competition Ior our Hollywood Casinos at Charles Town Races and Perryville Iacilities.

Hollywood Casino Bangor introduced table games on March 16, 2012 with the addition oI six blackjack tables, a roulette table and seven poker tables.
However, on June 5, 2012, a new casino opened in OxIord, Maine, approximately 120 miles Irom our Iacility, which has and will continue to have a
negative impact on Hollywood Casino Bangor.

Southern Plains

On May 7, 2012, we announced that we have entered into a deIinitive agreement to acquire 100 oI the equity oI Harrah`s St. Louis gaming and lodging
Iacility Irom Caesars Entertainment Ior a purchase price oI approximately $610 million. While the acquisition is a stock transaction, it will be treated as
an asset transaction Ior tax purposes. This will enable us to amortize the goodwill and other Iair value adjustments Ior tax purposes. The acquisition
reIlects the continuing eIIorts oI the Company to expand its regional operating platIorm with a Iacility in a large metropolitan market. Upon closing, we
will re-brand Harrah`s St. Louis with our Hollywood-themed brand. The purchase price oI the transaction, which closed on November 2, 2012, was
Iunded through an add-on to our senior secured credit Iacility. Harrah`s St. Louis is located adjacent to the Missouri River in Maryland Heights,
Missouri, directly oII I-70 and approximately 22 miles northwest oI downtown St. Louis. The Iacility is situated on over 294 acres along the Missouri
River and Ieatures approximately 109,000 square Ieet oI gaming space with approximately 2,100 slot machines, 59 table games, 21 poker tables, a 500
guestroom hotel, nine dining and entertainment venues and structured and surIace parking.
Kansas Entertainment opened its $391 million Iacility, inclusive oI licensing Iees, on February 3, 2012. The Iacility Ieatures a 95,000 square Ioot
casino with approximately 2,000 slot machines, 40 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety oI dining and
entertainment Iacilities. We and International Speedway Corporation shared equally in the cost oI developing and constructing Hollywood Casino at
Kansas Speedway. The opening oI this casino has and will continue to negatively impact the Iinancial results oI our Argosy Riverside property due to
their close proximity to one another.
On May 1, 2011, Hollywood Casino Tunica was Iorced to close as a result oI Ilooding by the Mississippi River. Due to the Ilooding, access to the
property was temporarily cut-oII and the property sustained minor damage. The property reopened on May 25, 2011. At the time oI the Ilood, we carried
property insurance coverage with a Ilood limit oI $300 million Ior both property damage and business interruption applicable to this event. This coverage
included a $5 million property damage and two day business interruption deductible Ior the peril oI Ilood. We have received $15.4 million in insurance
proceeds related to the Ilood at Hollywood Casino Tunica, with $8.4 million received during the nine months ended September 30, 2012. As the insurance
recovery amount exceeded the net book value oI assets believed to be damaged and other costs incurred as a result oI the Ilood, we recorded a pre-tax gain
oI $7.2 million during the nine months ended September 30, 2012. During the second quarter oI 2012, the insurance claim Ior the Ilood at Hollywood
Casino Tunica was settled and as such no Iurther proceeds will be received.
Gaming licenses in Iowa are typically issued jointly to a gaming operator and a local charitable organization known as a QualiIied Sponsoring
Organization ('QSO). The agreement between the Company`s gaming operator subsidiary in Iowa, Belle oI Sioux City, L.P. (the 'Belle) and its QSO,
Missouri River Historical Development, Inc. ('MRHD), expired in early July 2012. On July 12, 2012, when presented with an extension oI the
Company`s QSO/operating agreement Ior the Sioux City Iacility through March 2015, the Iowa Racing and Gaming Commission ('IRGC) Iailed to
approve the extension and urged a shorter extension. In mid-August 2012, MRHD oIIered a revised contract to the Company that would require a yearly
renewal Irom the IRGC and stated that MHRD would be able to continue searching Ior an operator Ior a new land-based casino. The Company rejected
this contract oIIer and at the August 23, 2012 IRGC meeting urged the IRGC to reconsider the original extension oIIer through March 2015. The IRGC did
not act on this request and, concluded that the casino can continue to operate without an eIIective operating agreement until such time as a hearing is set by
the IRGC to decide iI the gaming licenses should not be continued. No such hearing has been scheduled at this time. The IRGC also announced at the July
12, 2012 meeting the schedule Ior requests Ior proposals Ior a new land based Woodbury County casino. Applications and Iinancing proposals will be
due by November 5, 2012 and the IRGC is expected to award that license to a gaming operator and a QSO by April 18, 2013. The Belle has Iiled three
lawsuits against the IRGC`s recent actions, namely reIusing to consider the Belle`s request to replace MRHD with another non-

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proIit partner and opening up the gaming license to bidding Ior a land based casino, its Iailure to approve the 2015 extension agreement and any
extension, and announcing a process would be instituted to revoke the Belle`s license. In addition, the Belle Iiled suit against MRHD Ior a breach oI
contract and seeking to enjoin MRHD Irom disavowing the 2015 extension agreement it signed and the exclusivity obligations in the agreement. The
injunction request was denied on October 29, 2012. Further, the Belle`s ability to continue its operations may also be impacted by its ability to renew or
extend its existing docking lease, which expires in January 2013, or to locate a suitable site to construct a land-based Iacility and the results oI the request
Ior proposal process initiated by the IRGC (with submissions due November 5, 2012). Subsequent to September 30, 2012, MRHD submitted a proposal
with another gaming operator to develop a land based Iacility in Sioux City. Without prejudice to its legal claims, the Belle is participating in this request
Ior proposals. Argosy Casino Sioux City has goodwill and other intangible assets oI $92.8 million at September 30, 2012. Additionally, this Iacility had
net revenues and income Irom operations oI $43.4 million and $13.4 million, respectively, Ior the nine months ended September 30, 2012, which
represented 2.0 and 3.6 oI the Company`s consolidated results. Any disruptions in Argosy Casino Sioux City`s operations related to the items
described above could result in a signiIicant non-cash impairment charge in Iuture periods as well as the loss oI Iuture earnings associated Irom this
property.

A new riverboat casino and hotel in Baton Rouge, Louisiana opened on September 1, 2012. The opening oI this riverboat casino has and will continue to
have an adverse eIIect on the Iinancial results oI Hollywood Casino Baton Rouge. In addition, a casino in Biloxi opened in late May 2012, which has and
will continue to have an adverse eIIect on the Iinancial results oI our Boomtown Biloxi property.
In Maryland we are currently lobbying to deIeat the November reIerendum as we believe it is a Ilawed process that handicaps competition Ior a potential
sixth casino license in Prince George`s County Ior National Harbor. See discussion on Maryland in East/West section. For the three months ended
September 30, 2012, we have spent $19.2 million in lobbying which is included in general and administrative expense within the condensed consolidated
statement oI income. We will incur additional lobbying expenses related to this matter in the Iourth quarter oI 2012.

Critical Accounting Estimates

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation oI our consolidated
Iinancial statements. The nature oI the estimates and assumptions are material due to the levels oI subjectivity and judgment necessary to account Ior highly
uncertain Iactors or the susceptibility oI such Iactors to change. We have identiIied the accounting Ior long-lived assets, goodwill and other intangible assets,
income taxes and litigation, claims and assessments as critical accounting estimates, as they are the most important to our Iinancial statement presentation and
require diIIicult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reIlected in our consolidated Iinancial statements are
appropriate. However, iI actual experience diIIers Irom the assumptions and other considerations used in estimating amounts reIlected in our consolidated
Iinancial statements, the resulting changes could have a material adverse eIIect on our consolidated results oI operations and, in certain situations, could have
a material adverse eIIect on our Iinancial condition.

For Iurther inIormation on our critical accounting estimates, see Item 7. 'Management`s Discussion and Analysis oI Financial Condition and Results
oI Operations and the notes to our audited consolidated Iinancial statements included in our Annual Report on Form 10-K Ior the year ended December 31,
2011. There has been no material change to these estimates Ior the nine months ended September 30, 2012.

Results of Operations

The Iollowing are the most important Iactors and trends that contribute to our operating perIormance:

The Iact that most oI our properties operate in mature competitive markets. As a result, we expect a majority oI our Iuture growth to come Irom prudent
acquisitions oI gaming properties (such as our recent acquisition oI Harrah`s St. Louis gaming and lodging Iacility Irom Caesars Entertainment which
closed on November 2, 2012), jurisdictional expansions (such as the February 2012 opening oI a casino through a joint venture in Kansas, the May
2012 opening oI Hollywood Casino Toledo, the October 2012 opening oI Hollywood Casino Columbus, and the opening oI video lottery terminal Iacilities
at two racetracks in Ohio which are expected to commence operations in 2014), expansions oI gaming in existing jurisdictions (such as the introduction oI
table games in July 2010 at Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course, and more recently at
Hollywood Casino Bangor in March 2012) and expansions/improvements oI existing properties.

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The Iact that a number oI states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents both
potential opportunities to establish new properties (Ior example, in Kansas where we opened a casino through a joint venture in February 2012, in Ohio
where we opened a casino in Toledo in May 2012 and in Columbus in October 2012, and in Maryland where we opened Hollywood Casino Perryville on
September 27, 2010) and increased competitive threats to business at our existing properties (such as the introduction/expansion oI commercial casinos in
Kansas, Maryland, Ohio, and potentially Kentucky, an additional casino in Illinois which opened on July 18, 2011, a new riverboat casino and hotel in
Baton Rouge, Louisiana which opened on September 1, 2012, and the introduction oI tavern licenses in several states).

The actions oI government bodies can aIIect our operations in a variety oI ways. For instance, the continued pressure on governments to balance their
budgets could intensiIy the eIIorts oI state and local governments to raise revenues through increases in gaming taxes or via an expansion oI gaming. In
addition, government bodies may restrict, prevent or negatively impact operations in the jurisdictions in which we do business (such as the
implementation oI smoking bans).

The continued demand Ior, and our emphasis on, slot wagering entertainment at our properties.

The successIul execution oI the development and construction activities currently underway at a number oI our Iacilities, as well as the risks associated
with the costs, regulatory approval and the timing oI these activities.

The risks related to economic conditions and the eIIect oI such conditions on consumer spending Ior leisure and gaming activities, which may negatively
impact our operating results and our ability to continue to access Iinancing at Iavorable terms.

The results oI operations Ior the three and nine months ended September 30, 2012 and 2011 are summarized below:

2012 2011 2012 2011
(in thousands)
Revenues:
Gaming $ 633,836 $ 636,389 $ 1,924,759 $ 1,868,373
Management service Iee 4,347 4,476 11,404 11,830
Revenues 741,918 750,546 2,262,761 2,169,564
Less promotional allowances (34,874) (39,641) (107,107) (103,757)
Net revenues 707,044 710,905 2,155,654 2,065,807

Operating expenses:
Gaming 327,489 331,496 998,533 979,285
General and administrative 137,615 108,897 368,863 314,695
Depreciation and amortization 62,399 52,195 172,527 159,583
Insurance recoveries, net oI deductible charges 30 (7,229) (13,219)
Total operating expenses 608,378 580,570 1,786,358 1,672,145
Income Irom operations $ 98, 666 $ 130,335 $ 369,296 $ 393,662

Certain inIormation regarding our results oI operations by segment Ior the three and nine months ended September 30, 2012 and 2011 is summarized
below:

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Net Revenues Income (loss) from Operations
Three Months Ended September 30, 2012 2011 2012 2011
(in thousands)

Midwest $ 247,287 $ 205,333 $ 55,088 $ 49,167
East/West 324,603 350,278 68,078 72,276
Southern Plains 128,604 148,722 26,496 36,604
Other 6,550 6,572 (50,996) (27,712)
Total $ 707,044 $ 710,905 $ 98, 666 $ 130,335

Net Revenues Income (loss) from Operations
Nine Months Ended September 30, 2012 2011 2012 2011
(in thousands)

Midwest $ 670,373 $ 633,547 $ 148,509 $ 171,651
East/West 1,043,884 957,275 228,700 201,500
Southern Plains 415,729 450,322 108,739 105,397
Other 25,668 24,663 (116,652) (84,886)
Total $ 2,155,654 $ 2,065,807 $ 369,296 $ 393,662

Revenues Ior the three and nine months ended September 30, 2012 and 2011 were as Iollows (in thousands):

Percentage
Three Months Ended September 30, 2012 2011 Variance Variance
Gaming $ 633,836 $ 636,389 $ (2,553) (0.4)
Food, beverage and other 103,735 109,681 (5,946) (5.4)
Management service Iee 4,347 4,476 (129) (2.9)
Revenues 741,918 750,546 (8,628) (1.1)
Less promotional allowances (34,874) (39,641) 4,767 12.0
Net revenues $ 707,044 $ 710,905 $ (3,861)
(0.5)

Percentage
Nine Months Ended September 30, 2012 2011 Variance Variance
Gaming $ 1,924,759 $ 1,868,373 $ 56,386 3.0
Food, beverage and other 326,598 289,361 37,237 12.9
Management service Iee 11,404 11,830 (426) (3.6)
Revenues 2,262,761 2,169,564 93,197 4.3
Less promotional allowances (107,107) (103,757) (3,350) (3.2)
Net revenues $ 2,155,654 $ 2,065,807 $ 89,847 4.3

In our business, revenue is driven by discretionary consumer spending, which has been impacted by weakened general economic conditions such
as, but not limited to, high unemployment levels, low levels oI consumer conIidence, and increased stock market volatility.

We have no certain mechanism Ior determining why consumers choose to spend more or less money at our properties Irom period to period and as
such cannot quantiIy a dollar amount Ior each Iactor that impacts our customers` spending behaviors. However, based on our experience, we can generally
oIIer some insight into the Iactors that we believe were likely to account Ior such changes. In instances where we believe one Iactor may have had a
signiIicantly greater impact than the other Iactors, we have noted that as well. However, in all instances, such insights are based only on our reasonable
judgment and proIessional experience, and no assurance can be given as to the accuracy oI our judgments.

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Gaming revenue

Gaming revenue decreased by $2.6 million, or 0.4, Ior the three months ended September 30, 2012, as compared to the three months ended
September 30, 2011, and increased by $56.4 million, or 3.0, Ior the nine months ended September 30, 2012, as compared to the nine months ended
September 30, 2011, primarily due to the variances explained below.

Gaming revenue Ior our East/West segment decreased by $19.7 million, or 6.5, Ior the three months ended September 30, 2012, as compared to
the three months ended September 30, 2011, primarily due to a decrease in gaming revenue at Hollywood Casino at Charles Town Races oI $9.2 million and
Hollywood Casino Perryville oI $8.5 million due to the impact Irom the partial opening oI a casino complex at the Arundel Mills mall in Maryland in June
2012 and its second phase opening in mid-September 2012.

Gaming revenue Ior our East/West segment increased by $62.9 million, or 7.4, Ior the nine months ended September 30, 2012, as compared to the
nine months ended September 30, 2011, primarily due to Iull year impact oI the M Resort which was acquired on June 1, 2011, and an increase in gaming
revenue at Hollywood Casino at Charles Town Races primarily due to the continued impact Irom the introduction oI table games in July 2010 coupled with
mild weather in the Iirst quarter oI 2012 partially oIIset by the impact Irom the partial opening oI a casino complex at the Arundel Mills mall in Maryland in
June 2012 and its second phase opening in mid-September 2012. We also experienced growth at Zia Park Casino due to strengthening regional economic
conditions and at Hollywood Casino Bangor Ior the introduction oI table games on March 16, 2012, partially oIIset by the opening oI a new casino in OxIord,
Maine in June 2012.

Gaming revenue Ior our Midwest segment increased by $37.1 million, or 19.4, and $29.7 million, or 5.0, Ior the three and nine months ended
September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the opening oI Hollywood Casino
Toledo on May 29, 2012, which generated $52.4 million and $75.1 million oI gaming revenue Ior the three and nine months ended September 30, 2012,
respectively. Our other properties in our Midwest segment had revenue declines primarily due to the impact oI new competition, namely a new casino opening
in July 2011 near Hollywood Casino Aurora and Hollywood Casino Joliet, as well as a recent opening on June 1, 2012 oI a new racino in Columbus, Ohio,
which has negatively impacted Hollywood Casino Lawrenceburg. However, in the third quarter oI 2012, Hollywood Casino Joliet showed an increase in
gaming revenue primarily due to higher than anticipated table hold which led to an increase oI $2.2 million in table game revenues Ior the three months ended
September 30, 2012.

We expect a Iurther increase in gaming revenue in our Midwest segment in the Iourth quarter oI 2012 due to the October 8, 2012 opening oI
Hollywood Casino Columbus.

Gaming revenue Ior our Southern Plains segment decreased by $19.6 million, or 14.1, and $34.6 million, or 8.2, Ior the three and nine months
ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to a decrease in gaming revenue
at Argosy Casino Riverside oI $9.3 million and $23.9 million Ior the three and nine months ended September 30, 2012, respectively, primarily due to the
opening oI our Hollywood Casino at Kansas Speedway joint venture in February 2012, as well as a decrease in gaming revenue at Boomtown Biloxi and
Hollywood Casino Baton Rouge primarily due to new competition, namely the opening a new casino in Biloxi in late May 2012 and the opening oI a new
riverboat casino and hotel in Baton Rouge, Louisiana on September 1, 2012.

We expect an increase in gaming revenue in our Southern Plains segment in the Iourth quarter oI 2012 due to the acquisition oI Harrah`s St. Louis
which closed on November 2, 2012.

Food, beverage and other revenue

Food, beverage and other revenue decreased by $5.9 million, or 5.4, Ior the three months ended September 30, 2012, as compared to the three
months ended September 30, 2011, and increased by $37.2 million, or 12.9, Ior the nine months ended September 30, 2012, as compared to the nine
months ended September 30, 2011, primarily due to the variances explained below.

Food, beverage and other revenue Ior our East/West segment decreased by $7.9 million, or 13.3, Ior the three months ended September 30, 2012,
as compared to the three months ended September 30, 2011, primarily due to the sale oI the on-site gas station in April 2012 as well as the closure oI a dining
outlet at the M Resort.

Food, beverage and other revenue Ior our East/West segment increased by $32.6 million, or 24.3, Ior the nine months ended September 30, 2012,
as compared to the nine months ended September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011.

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Food, beverage and other revenue Ior our Midwest segment increased by $3.5 million, or 16.2, and $3.5 million, or 5.3, Ior the three and nine
months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the opening oI
Hollywood Casino Toledo on May 29, 2012, which contributed $5.4 million and $8.3 million Ior the three and nine months ended September 30, 2012,
respectively, partially oIIset by the recent opening on June 1, 2012 oI a new racino in Columbus, Ohio which has negatively impacted Hollywood Casino
Lawrenceburg.

Promotional allowances

The retail value oI accommodations, Iood and beverage, and other services Iurnished to guests without charge is included in gross revenues and then
deducted as 'promotional allowances. Our promotional allowance levels are determined based on various Iactors such as our marketing plans, competitive
Iactors, economic conditions, and regulations.

Promotional allowances decreased by $4.8 million, or 12.0, Ior the three months ended September 30, 2012, as compared to the three months ended
September 30, 2011, primarily due to a rationalization oI marketing eIIorts at both the M Resort and Hollywood Casino Lawrenceburg.

Promotional allowances increased by $3.4 million, or 3.2, Ior the nine months ended September 30, 2012, as compared to the nine months ended
September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011, partially oIIset by rationalization eIIorts in the third quarter oI 2012
mentioned above.

Operating Expenses

Operating expenses Ior the three and nine months ended September 30, 2012 and 2011 were as Iollows (in thousands):

Percentage
Gaming $ 327,489 $ 331,496 $ (4,007) (1.2)
Food, beverage and other 80,875 87,952 (7,077) (8.0)
General and administrative 137,615 108,897 28,718 26.4
Depreciation and amortization 62,399 52,195 10,204 19.5
Insurance deductible charges 30 (30) (100.0)
Total operating expenses $ 608,378 $ 580,570 $ 27,808 4.8

Percentage
Gaming $ 998,533 $ 979,285 $ 19,248 2.0
Food, beverage and other 253,664 231,801 21,863 9.4
General and administrative 368,863 314,695 54,168 17.2
Depreciation and amortization 172,527 159,583 12,944 8.1
Insurance recoveries, net oI deductible charges (7,229) (13,219) 5,990 45.3
Total operating expenses $ 1,786,358 $ 1,672,145 $ 114,213 6.8

Gaming expense

Gaming expense decreased by $4.0 million, or 1.2, Ior the three months ended September 30, 2012, as compared to the three months ended
September 30, 2011, and increased by $19.2 million, or 2.0, Ior the nine months ended September 30, 2012, as compared to the nine months ended
September 30, 2011, primarily due to the variances explained below.

Gaming expense Ior our East/West segment decreased by $12.5 million, or 7.1, Ior the three months ended September 30, 2012, as compared to
the three months ended September 30, 2011, primarily due to a decrease in gaming taxes resulting Irom decreased taxable gaming revenue mentioned above at
Hollywood Casinos at Charles Town Races and Perryville.

Gaming expense Ior our East/West segment increased by $25.2 million, or 5.0, Ior the nine months ended September 30, 2012, as compared to the
nine months ended September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011 and an overall increase in gaming taxes resulting
Irom increased taxable gaming revenue mentioned above at Hollywood Casino at Charles Town Races, as well as to a lesser extent at Zia Park Casino.

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Gaming expense Ior our Midwest segment increased by $15.2 million, or 15.0, Ior the three months ended September 30, 2012, as compared to the
three months ended September 30, 2011, primarily due to the opening oI Hollywood Casino Toledo on May 29, 2012. This increase was partially oIIset by
decreased gaming taxes Irom lower levels oI taxable gaming revenue Ior Hollywood Casino Aurora and Hollywood Casino Lawrenceburg primarily due to
previously mentioned new competition, as well as decreased payroll and marketing costs at Hollywood Casino Lawrenceburg.

Gaming expense Ior our Midwest segment increased by $7.1 million, or 2.3, Ior the nine months ended September 30, 2012, as compared to the
nine months ended September 30, 2011, primarily due to the opening oI Hollywood Casino Toledo on May 29, 2012. This increase was partially oIIset by an
overall decrease in gaming taxes resulting Irom decreased taxable gaming revenue Ior Hollywood Casino Joliet, Hollywood Casino Aurora and Hollywood
Casino Lawrenceburg primarily due to previously mentioned new competition, as well as the expiration oI the 3 surcharge in July 2011 in connection with
the opening oI a new competing casino Ior Hollywood Casino Joliet and Hollywood Casino Aurora which had been required to subsidize local horse racing
interests. These properties also had decreased marketing and payroll costs Ior the nine months ended September 30, 2012 compared to the corresponding
period in the prior year due to realignment oI costs with decreased business demand resulting Irom the new competition.

Gaming expense Ior our Southern Plains segment decreased by $6.6 million, or 12.6, and $12.7 million, or 8.1, Ior the three and nine months
ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to an overall decrease in gaming
taxes resulting Irom decreased taxable gaming revenue mentioned above Ior Argosy Casino Riverside, as well as decreased payroll costs at this property due to
realignment oI costs associated with lower business demand subsequent to the opening oI our joint venture at Hollywood Casino at Kansas Speedway.

Food, beverage and other expense

Food, beverage and other expense decreased by $7.1 million, or 8.0, Ior the three months ended September 30, 2012, as compared to the three
months ended September 30, 2011, and increased by $21.9 million, or 9.4, Ior the nine months ended September 30, 2012, as compared to the nine months
ended September 30, 2011, primarily due to the variances explained below.

Food, beverage and other expense Ior our East/West segment decreased by $7.9 million, or 17.1, Ior the three months ended September 30, 2012,
as compared to the three months ended September 30, 2011, primarily due to the sale oI the on-site gas station in April 2012 as well as the closure oI a dining
outlet at the M Resort.

Food, beverage and other expense Ior our East/West segment increased by $21.5 million, or 20.9, Ior the nine months ended September 30, 2012,
as compared to the nine months ended September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011.

Food, beverage and other expense Ior our Midwest segment increased by $3.2 million, or 18.5, and $4.3 million, or 8.3, Ior the three and nine
months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the opening oI
Hollywood Casino Toledo on May 29, 2012, partially oIIset by the recent opening on June 1, 2012 oI a new racino in Columbus, Ohio which has negatively
impacted Hollywood Casino Lawrenceburg.

Food, beverage and other expense Ior our Southern Plains segment decreased by $2.3 million, or 11.1, and $4.6 million, or 7.4, Ior the three and
nine months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to a reduction in
costs at Argosy Casino Riverside to align results with lower business volumes that have been experienced since the opening oI our Hollywood Casino at
Kansas Speedway joint venture in February 2012.

General and administrative expenses

General and administrative expenses include expenses such as compliance, Iacility maintenance, utilities, property and liability insurance,
surveillance and security, and certain housekeeping services, as well as all expenses Ior administrative departments such as accounting, purchasing, human
resources, legal and internal audit. General and administrative expenses also include lobbying expenses.

General and administrative expenses increased by $28.7 million, or 26.4, and $54.2 million, or 17.2, Ior the three and nine months ended
September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the variances explained below.

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General and administrative expenses Ior our East/West segment increased by $9.5 million, or 11.1, Ior the nine months ended September 30,
2012, as compared to the nine months ended September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011.

General and administrative expenses Ior our Midwest segment increased by $8.6 million, or 33.7, and $14.7 million, or 19.2, Ior the three and
nine months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the opening oI
Hollywood Casino Toledo on May 29, 2012 and increased preopening costs at Hollywood Casino Columbus oI $3.4 million and $6.6 million Ior the three
and nine months ended September 30, 2012, respectively, as well as $1.2 million in severance charges Ior the three months ended September 30, 2012 at
Hollywood Casino Lawrenceburg. These increases were partially oIIset by declines at our other properties in the Midwest segment which had reduced costs in
light oI lower business volumes due to new competition.

General and administrative expenses Ior Other increased by $21.5 million, or 91.9, and $29.5 million, or 39.9, Ior the three and nine months
ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to lobbying eIIorts in Maryland
related to our opposition to the November 2012 gaming reIerendum Ior $19.2 million Ior the three and nine months ended September 30, 2012 and increased
compensation costs to support our growing organization.

Depreciation and amorti:ation expense

Depreciation and amortization expense increased by $10.2 million, or 19.5, and $12.9 million, or 8.1, Ior the three and nine months ended
September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the variances explained below.

Depreciation and amortization expense Ior our Midwest segment increased by $9.1 million, or 57.6, and $15.0 million, or 31.9, Ior the three
and nine months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to the opening
oI Hollywood Casino Toledo on May 29, 2012.

Depreciation and amortization expense Ior our East/West segment increased by $3.2 million, or 5.1, Ior the nine months ended September 30,
2012, as compared to the nine months ended September 30, 2011, primarily due to the acquisition oI the M Resort on June 1, 2011.

Depreciation and amortization expense Ior Other increased by $2.0 million, or 91.0, and $3.3 million, or 46.8, Ior the three and nine months
ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011. This was caused by our decision to relocate our
Ohio racetrack licenses at Raceway Park and Beulah Park to Dayton and Austintown, respectively, which resulted in the shortening oI the useIul lives oI our
property and equipment at our existing racetracks in order to Iully depreciate these assets to their net salvage value by the anticipated relocation date in 2014.

Depreciation and amortization expense Ior our Southern Plains segment decreased by $1.7 million, or 13.4, and $8.6 million, or 20.4, Ior the
three and nine months ended September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to
decreased depreciation and amortization expense at Hollywood Casino Bay St. Louis primarily related to replacement assets that were purchased aIter
Hurricane Katrina being Iully depreciated in August 2011. In addition, depreciation and amortization expense Ior the nine months ended September 30, 2012
compared to the corresponding period in the prior year was impacted by replacement assets that were purchased aIter Hurricane Katrina being Iully depreciated
in June 2011 at Boomtown Biloxi.

Insurance recoveries, net of deductible charges

Insurance recoveries, net oI deductible charges during the nine months ended September 30, 2012 were related to a pre-tax insurance gain oI $7.2
million, Ior the Ilood at Hollywood Casino Tunica. Insurance recoveries, net oI deductible charges during the nine months ended September 30, 2011 were
related to a pre-tax insurance gain oI $18.5 million Ior a Iire at Hollywood Casino Joliet, partially oIIset by a pre-tax insurance loss oI $5.2 million Ior the
Ilood at Hollywood Casino Tunica Ior the nine months ended September 30, 2011.

Other income (expenses)

Other income (expenses) Ior the three and nine months ended September 30, 2012 and 2011 were as Iollows (in thousands):

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Percentage
Interest expense $ (19,953) $ (23,514) $ 3,561 15.1
Interest income 218 68 150 220.6
Gain Irom unconsolidated aIIiliates 807 17,293 (16,486) (95.3)
Loss on early extinguishment oI debt (17,838) 17,838 100.0
Other (1,954) 2,737 (4,691) (171.4)
Total other expenses $ (20,882) $ (21,254) $ 372 1.8

Percentage
Interest expense $ (55,819) $ (78,649) $ 22,830 29.0
Interest income 683 217 466 214.7
Gain Irom unconsolidated aIIiliates 3,546 15,370 (11,824) (76.9)
Loss on early extinguishment oI debt (17,838) 17,838 100.0
Other (1,483) 393 (1,876) (477.4)
Total other expenses $ (53,073) $ (80,507) $ 27,434 34.1

Interest expense

Interest expense decreased by $3.6 million, or 15.1, Ior the three months ended September 30, 2012, as compared to the three months ended
September 30, 2011, primarily due to the expiration oI interest rate swap contracts in 2011 and the redemption oI our $250 million 6 / senior subordinated
notes in August 2011, both oI which were partially oIIset by higher interest on our senior secured credit Iacility primarily due to higher outstanding balances.

Interest expense decreased by $22.8 million, or 29.0, Ior the nine months ended September 30, 2012, as compared to the nine months ended
September 30, 2011, primarily due to the expiration oI all interest rate swap contracts in 2011, redemption oI our $250 million 6 / senior subordinated
notes in August 2011 and higher capitalized interest Ior the nine months ended September 30, 2012 compared to the corresponding period in the prior year, all
oI which were partially oIIset by higher interest on our senior secured credit Iacility entered into in July 2011 primarily due to higher interest rates and higher
outstanding balances. In 2011, we Iunded the redemption oI our $250 million 6 / senior subordinated notes with our revolving credit Iacility under the
2011 senior secured credit Iacility.

Gain from unconsolidated affiliates

Gain Irom unconsolidated aIIiliates decreased by $16.5 million, or 95.3, and $11.8 million, or 76.9, Ior the three and nine months ended
September 30, 2012, respectively, as compared to the three and nine months ended September 30, 2011, primarily due to a gain oI $20.2 million on the sale oI
our interest in the Maryland Jockey Club in July 2011, which was partially oIIset by the opening oI our joint venture, Hollywood Casino at Kansas
Speedway, in February 2012.

Loss on early extinguishment of debt

During the three and nine months ended September 30, 2011, we recorded a $17.8 million loss on the early extinguishment oI debt related to debt
issuance costs write-oIIs and the call premium on the $250 million senior subordinated notes.

Other

Other changed by $4.7 million, or 171.4, and $1.9 million, or 477.4, Ior the three and nine months ended September 30, 2012, respectively, as
compared to the three and nine months ended September 30, 2011, primarily due to Ioreign currency translation losses oI $1.8 million and $1.4 million Ior the
three and nine months ended September 30, 2012, respectively, as compared to Ioreign currency translation gains oI $2.9 million and $0.8 million Ior the
three and nine months ended September 30, 2011, respectively.

Taxes

Our eIIective tax rate (income taxes as a percentage oI income Irom operations beIore income taxes) increased to 40.3 and 39.4 Ior the three and
nine months ended September 30, 2012, respectively, as compared to 35.1 and 36.7 Ior the three and nine months ended September 30, 2011, respectively.
The primary reason Ior the increase Ior the nine months ended September 30, 2012 is

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due to the reversal oI previously recorded unrecognized tax beneIit reserves in the second quarter oI 2011 as well as Iavorable state income tax beneIits resulting
Irom the impact oI certain subsidiary restructurings completed in the third quarter oI 2011. The increase in the eIIective tax rate Ior the three months ended
September 30, 2012 compared to the corresponding period in the prior year is due to the previously mentioned lobbying expenses partially oIIset by
unrecognized tax beneIit reversals recorded during the three months ended September 30, 2012.

Our projected annual eIIective tax rate can vary Irom period to period depending on, among other Iactors, the geographic and business mix oI our
earnings and the level oI our tax credits. Certain oI these and other Iactors, including our history oI pre-tax earnings, are taken into account in assessing our
ability to realize our net deIerred tax assets.

Liquidity and Capital Resources

Historically, our primary sources oI liquidity and capital resources have been cash Ilow Irom operations, borrowings Irom banks and proceeds Irom
the issuance oI debt and equity securities.

Net cash provided by operating activities totaled $337.8 million and $438.1 million Ior the nine months ended September 30, 2012 and 2011,
respectively. The decrease in net cash provided by operating activities oI $100.3 million Ior the nine months ended September 30, 2012 compared to the
corresponding period in the prior year is comprised primarily oI an increase in income tax payments oI $116.1 million, cash paid to suppliers and vendors oI
$40.3 million, and cash paid to employees oI $35.5 million, all oI which were partially oIIset by an increase in cash receipts Irom customers oI
$76.6 million and a decrease in interest payments oI $24.7 million. The increase in cash receipts collected Irom our customers and the increase in higher cash
payments Ior operating expenses Ior the nine months ended September 30, 2012 compared to the prior year was primarily due to the previously discussed
growth in our East/West segment as well as the opening oI Hollywood Casino Toledo in late May 2012, partially oIIset by new competition Ior various
properties. The increase in higher cash payments Ior operating expenses was also impacted by $19.2 million oI lobbying expenses incurred Ior our eIIorts in
Maryland. The increase in cash paid to employees was primarily due to the acquisition oI the M Resort on June 1, 2011 and the opening oI Hollywood Casino
Toledo in late May 2012 and Hollywood Casino Columbus in early October 2012. Additionally, the increase in income tax payments was primarily due to
higher taxable income estimates as oI September 30, 2012 which caused a $45.2 million increase in our tax payments. A signiIicant component driving our
increase in estimated taxable income in 2012 compared to 2011 was due to legislation passed in the later part oI 2010, 'Tax RelieI Act oI 2010, that allowed
100 percent bonus depreciation Ior qualiIying new assets acquired and placed in service through 2011(compared to 50 percent bonus depreciation allowance
Ior 2012). We also made payments in the current year oI $12.8 million on our liability Ior unrecognized tax beneIits and also had a signiIicant Iederal income
tax overpayment Irom 2010 that was credited against our 2011 Iederal income tax liability.

Net cash used in investing activities totaled $490.6 million and $222.7 million Ior the nine months ended September 30, 2012 and 2011,
respectively. Net cash used in investing activities Ior the nine months ended September 30, 2012 included expenditures Ior property and equipment, net oI
reimbursements totaling $364.9 million, acquisition oI gaming licenses Ior $105.0 million Ior Hollywood Casino Toledo and Hollywood Casino Columbus,
and investment in joint ventures oI $39.6 million, all oI which were partially oIIset by a decrease in cash in escrow oI $15.8 million and proceeds Irom the
sale oI property and equipment totaling $3.1 million. The increase in net cash used in investing activities oI $267.9 million Ior the nine months ended
September 30, 2012 compared to the corresponding period in the prior year was primarily due to increased expenditures Ior property and equipment oI $161.4
million as a result oI increased expenditures at our two new Iacilities in Ohio and gaming license payments totaling $105.0 million in connection with the
May 29, 2012 opening oI Hollywood Casino Toledo and the October 8, 2012 opening oI Hollywood Casino Columbus.

Net cash provided by (used in) Iinancing activities totaled $131.9 million and $(253.9) million Ior the nine months ended September 30, 2012 and
2011, respectively. The increase in net cash provided by Iinancing activities Ior the nine months ended September 30, 2012 compared to the corresponding
period in the prior year was primarily due to an increase in borrowings under our revolver in our senior secured credit Iacility primarily used Ior our increased
expenditures in Ohio and income tax payments.

Capital Expenditures

Capital expenditures are accounted Ior as either capital project or capital maintenance (replacement) expenditures. Capital project expenditures are Ior
Iixed asset additions that expand an existing Iacility or create a new Iacility. Capital maintenance expenditures are expenditures to replace existing Iixed assets
with a useIul liIe greater than one year that are obsolete, worn out or no longer cost eIIective to repair.

The Iollowing table summarizes our expected capital project expenditures by segment Ior the Iiscal year ending December 31, 2012, and actual
expenditures Ior the nine months ended September 30, 2012 (excluding licensing Iees). The table below should not be utilized to predict Iuture expected capital
project expenditures subsequent to 2012.

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Table oI Contents

Property
Expected for Year
Ending December
31, 2012
Expenditures for
Nine Months Ended
September 30, 2012
Balance to Expend
in 2012
(in millions)

Midwest $ 376.9 $ 287.0 $ 89.9
East/West 12.9 8.6 4.3
Southern Plains 14.2 2.9 11.3
Other 0.2 0.1 0.1
Total $ 404.2 $ 298.6 $ 105.6

In November 2009, the 'Ohio Jobs and Growth Plan, a casino ballot proposal calling Ior an amendment to Ohio`s Constitution to authorize casinos
in the state`s Iour largest cities, Cincinnati, Cleveland, Columbus and Toledo, was approved. Hollywood Casino Toledo, a $320 million Hollywood-themed
casino in Toledo, Ohio, inclusive oI $50 million in licensing Iees, opened on May 29, 2012 and Ieatures 2,000 slot machines, 60 table games and 20 poker
tables, structured and surIace parking, as well as Iood and beverage outlets and an entertainment lounge. Hollywood Casino Columbus, a $400 million
Hollywood-themed casino in Columbus, Ohio, inclusive oI $50 million in licensing Iees, opened on October 8, 2012 and Ieatures approximately 3,000 slot
machines, 78 table games and 30 poker tables, structured and surIace parking, as well as Iood and beverage outlets and an entertainment lounge. As oI
September 30, 2012, we have incurred cumulative costs oI $310.2 million and $320.8 million, which includes licensing Iees, Ior Hollywood Casino Toledo
and Hollywood Casino Columbus, respectively.

In June 2012, we announced that we had Iormally Iiled applications with the Ohio Lottery Commission Ior Video Lottery Sales Agent Licenses Ior
our Ohio racetracks, Raceway Park and Beulah Park, and with the Ohio State Racing Commission Ior permission to relocate the racetracks to Dayton and
Austintown, respectively. Full details and design oI the project at Austintown are in the development stage Ior a new $275 million Hollywood-themed Iacility,
inclusive oI a $75 million relocation Iee and $50 million license Iee, Ieaturing a new thoroughbred racetrack and up to 1,500 video lottery terminals, as well
as various restaurants, bars and other amenities. The new Austintown Iacility will be located on 184 acres in Austintown`s Centrepointe Business Park near
the intersection oI Interstate 80 and Ohio Route 46. The Dayton Iacility will be located on 125 acres on the site oI an abandoned Delphi Automotive plant near
Wagner Ford and Needmore roads in North Dayton. Full details and design oI the Dayton project are in the development stage, with a new $275 million
Hollywood-themed Iacility, inclusive oI a $75 million relocation Iee and $50 million license Iee, Ieaturing a new standardbred racetrack and up to 1,500 video
lottery terminals, as well as various restaurants, bars and other amenities. We have incurred cumulative costs oI $6.1 million and $4.1 million as oI
September 30, 2012 Ior the Austintown Iacility and the Dayton Iacility, respectively.

During the nine months ended September 30, 2012, we spent approximately $66.3 million Ior capital maintenance expenditures, with $18.5 million
at our Midwest segment, $26.3 million at our East/West segment, $16.7 million at our Southern Plains segment, and $4.8 million Ior Other. The majority oI
the capital maintenance expenditures were Ior slot machines and slot machine equipment.

Cash generated Irom operations and cash available under the revolving credit Iacility portion oI our senior secured credit Iacility have Iunded our
capital project and capital maintenance expenditures in 2012 to date.

Debt

Our senior secured credit Iacility had a gross outstanding balance oI $1,840.9 million at September 30, 2012, consisting oI $444.0 million drawn
under the revolving credit Iacility, a $656.3 million Term Loan A Iacility, and a $740.6 million Term Loan B Iacility. Additionally, at September 30, 2012,
we were contingently obligated under letters oI credit issued pursuant to the senior secured credit Iacility with Iace amounts aggregating $24.1 million, resulting
in $231.9 million oI available borrowing capacity as oI September 30, 2012 under the revolving credit Iacility. On November 1, 2012, we increased the size oI
our senior secured credit Iacility. See Note 14 to the condensed consolidated Iinancial statements Ior Iurther detail.

Other long-term obligations

In September 2012, we received $10 million under a subscription agreement entered into between A3 Gaming Investments, LLC, an investment
vehicle owned by the previous owner oI the M Resort ('A3 Gaming Investments), and LV Gaming Ventures, LLC, a wholly-owned subsidiary oI the
Company and holder oI the assets oI the M Resort ('LV Gaming Ventures). The subscription agreement entitled A3 Gaming Investments to invest in a limited
liability membership interest in LV Gaming Ventures which matures on October 1, 2016. The investment entitles A3 Gaming Investments to annual payments
and a settlement value based on the earnings

36
Table oI Contents

levels oI the M Resort. In accordance with ASC 480, 'Distinguishing Liabilities Irom Equity, we determined that this obligation is a Iinancial instrument and
as such should be recorded as a liability within debt. Changes in the settlement value, iI any, will be accreted to interest expense through the maturity date oI
the instrument.

Covenants

Our senior secured credit Iacility and $325 million 8 / senior subordinated notes require us, among other obligations, to maintain speciIied
Iinancial ratios and to satisIy certain Iinancial tests, including Iixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, our
senior secured credit Iacility and $325 million 8 / senior subordinated notes restrict, among other things, our ability to incur additional indebtedness, incur
guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise
restrict corporate activities.

At September 30, 2012, we were in compliance with all required Iinancial covenants.

Outlook

Based on our current level oI operations and anticipated earnings growth, we believe that cash generated Irom operations and cash on hand, together
with amounts available under our senior secured credit Iacility (including amounts that can be obtained Ior the Harrah`s St. Louis acquisition, see Note 4 Ior
Iurther details), will be adequate to meet our anticipated debt service requirements, capital expenditures and working capital needs Ior the Ioreseeable Iuture.
However, we cannot be certain that our business will generate suIIicient cash Ilow Irom operations, that our anticipated earnings growth will be realized, or
that Iuture borrowings will be available under our senior secured credit Iacility or otherwise will be available to enable us to service our indebtedness, including
the senior secured credit Iacility and the senior subordinated notes, to retire or redeem the senior subordinated notes when required or to make anticipated
capital expenditures. In addition, we expect a majority oI our Iuture growth to come Irom acquisitions oI gaming properties at reasonable valuations, greenIield
projects, jurisdictional expansions and property expansion in under-penetrated markets. II we consummate signiIicant acquisitions in the Iuture or undertake
any signiIicant property expansions, our cash requirements may increase signiIicantly and we may need to make additional borrowings or complete equity or
debt Iinancings to meet these requirements. Our Iuture operating perIormance and our ability to service or reIinance our debt will be subject to Iuture economic
conditions and to Iinancial, business and other Iactors, many oI which are beyond our control. See 'Risk FactorsRisks Related to Our Capital Structure
in our Annual Report on Form 10-K Ior the year ended December 31, 2011 Ior a discussion oI the risk related to our capital structure.

We have historically maintained a capital structure comprising a mix oI equity and debt Iinancing. We vary our leverage to pursue opportunities in
the marketplace and in an eIIort to maximize our enterprise value Ior our shareholders. We expect to meet our debt obligations as they come due through
internally generated Iunds Irom operations and/or reIinancing them through the debt or equity markets prior to their maturity.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The table below provides inIormation at September 30, 2012 about our Iinancial instruments that are sensitive to changes in interest rates. For debt
obligations, the table presents notional amounts maturing during the period and the related weighted-average interest rates by maturity dates. Notional amounts
are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied Iorward LIBOR
rates at September 30, 2012.

10/01/12 -
09/30/13
10/01/13 -
09/30/14
10/01/14 -
09/30/15
10/01/15 -
09/30/16
10/01/16 -
09/30/17 Thereafter Total
Fair Value
9/30/12
(in thousands)
3
4
3
4
Long-term debt:
Fixed rate $ $ $ $ $ $ 325,000 $ 325,000 $ 365,625
Average interest rate 8.75

Variable rate $ 46,875 $ 64,375 $ 77,500 $ 941,500 $ 7,500 $ 703,125 $ 1,840,875 $ 1,842,727
Average interest rate (1) 2.41 2.54 2.73 2.85 4.29 4.46

(1) Estimated rate, reIlective oI Iorward LIBOR plus the spread over LIBOR applicable to variable-rate borrowing.

37
Table oI Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

The Company`s management, under the supervision and with the participation oI our principal executive oIIicer and principal Iinancial oIIicer, has
evaluated the eIIectiveness oI the Company`s disclosure controls and procedures, as such term is deIined under Rule 13a-15(e) promulgated under the
Securities Exchange Act oI 1934, as amended (the 'Exchange Act), as oI September 30, 2012, which is the end oI the period covered by this Quarterly Report
on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how
well-designed and operated, can provide only reasonable assurance oI achieving the desired control objectives, and management was required to apply its
judgment in evaluating the cost-beneIit relationship oI possible controls and procedures. Based on this evaluation, our principal executive oIIicer and principal
Iinancial oIIicer concluded that the Company`s disclosure controls and procedures were eIIective as oI September 30, 2012 to ensure that inIormation required
to be disclosed by the Company in reports we Iile or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as
applicable, within the time periods speciIied in the United States Securities and Exchange Commission`s rules and Iorms and (ii) accumulated and
communicated to the Company`s management, including the Company`s principal executive oIIicer and principal Iinancial oIIicer, as appropriate to allow
timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes that occurred during the Iiscal quarter covered by this Quarterly Report on Form 10-Q that have materially aIIected, or are
reasonable likely to materially aIIect, our internal controls over Iinancial reporting.

PART II. OTHER INFORMATION

ITEM 1 Legal Proceedings

InIormation in response to this Item is incorporated by reIerence to the inIormation set Iorth in 'Note 9: Commitments and Contingencies in the
Notes to the condensed consolidated Iinancial statements in Part I oI this Quarterly Report on Form 10-Q.

ITEM 1A Risk Factors

We are not aware oI any material changes to the risk Iactors described in the Company`s Annual Report on Form 10-K Ior the year ended December
31, 2011.

ITEM 2 Unregistered Sales oI Equity Securities and Use oI Proceeds

The Company did not repurchase any common equity securities during the three months ended September 30, 2012.

ITEM 3 DeIaults upon Senior Securities

Not applicable.

ITEM 4 Mine SaIety Disclosures

None.

ITEM 5 Other inIormation

Not applicable.

ITEM 6. EXHIBITS

Exhibit Description of Exhibit

31.1* CEO CertiIication pursuant to rule 13a-14(a) or 15d-14(a) oI the Securities Exchange Act oI 1934.

31.2* CFO CertiIication pursuant to rule 13a-14(a) or 15d-14(a) oI the Securities Exchange Act oI 1934.

32.1* CEO CertiIication pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 oI the Sarbanes-Oxley Act oI

38
Table oI Contents

2002.

32.2* CFO CertiIication pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 oI the Sarbanes-Oxley Act oI 2002.

101 Interactive data Iiles pursuant to Rule 405 oI Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2012 and
December 31, 2011, (ii) the Condensed Consolidated Statements oI Income Ior the three and nine months ended September 30, 2012 and 2011,
(iii) the Condensed Consolidated Statements oI Comprehensive Income Ior the three and nine months ended September 30, 2012 and 2011, (iv)
the Condensed Consolidated Statements oI Changes in Shareholders` Equity Ior the nine months ended September 30, 2012 and 2011, (v) the
Condensed Consolidated Statements oI Cash Flows Ior the nine months ended September 30, 2012 and 2011 and (vi) the notes to the Condensed
Consolidated Financial Statements, tagged as blocks oI text.

* Filed herewith

SIGNATURES

Pursuant to the requirements oI the Securities Exchange Act oI 1934, the registrant has duly caused this report to be signed on its behalI by the
undersigned thereunto duly authorized.


November 5, 2012 By: /s/ William J. CliIIord
William J. CliIIord
Senior Vice President Finance and ChieI Financial OIIicer
(Principal Financial OIIicer)

39
Table oI Contents

EXHIBIT INDEX

Exhibit Description of Exhibit

31.1* CEO CertiIication pursuant to rule 13a-14(a) or 15d-14(a) oI the Securities Exchange Act oI 1934.

31.2* CFO CertiIication pursuant to rule 13a-14(a) or 15d-14(a) oI the Securities Exchange Act oI 1934.

32.1* CEO CertiIication pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 oI the Sarbanes-Oxley Act oI 2002.

32.2* CFO CertiIication pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 oI the Sarbanes-Oxley Act oI 2002.

101 Interactive data Iiles pursuant to Rule 405 oI Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2012 and
December 31, 2011, (ii) the Condensed Consolidated Statements oI Income Ior the three and nine months ended September 30, 2012 and 2011,
(iii) the Condensed Consolidated Statements oI Comprehensive Income Ior the three and nine months ended September 30, 2012 and 2011, (iv)
the Condensed Consolidated Statements oI Changes in Shareholders` Equity Ior the nine months ended September 30, 2012 and 2011, (v) the
Condensed Consolidated Statements oI Cash Flows Ior the nine months ended September 30, 2012 and 2011 and (vi) the notes to the Condensed
Consolidated Financial Statements, tagged as blocks oI text.

* Filed herewith.

40
Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934

I, Peter M. Carlino, certiIy that:

1. I have reviewed this quarterly report on Form 10-Q oI Penn National Gaming, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement oI a material Iact or omit to state a material Iact necessary to make the
statements made, in light oI the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the Iinancial statements, and other Iinancial inIormation included in this report, Iairly present in all material respects the
Iinancial condition, results oI operations and cash Ilows oI the registrant as oI, and Ior, the periods presented in this report;

4. The registrant`s other certiIying oIIicer and I are responsible Ior establishing and maintaining disclosure controls and procedures (as deIined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over Iinancial reporting (as deIined in Exchange Act Rules 13a-15(I) and 15d-
15(I)) Ior the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material inIormation relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over Iinancial reporting, or caused such internal control over Iinancial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability oI Iinancial reporting and the preparation oI Iinancial statements Ior
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the eIIectiveness oI the registrant`s disclosure controls and procedures and presented in this report our conclusions about the
eIIectiveness oI the disclosure controls and procedures, as oI the end oI the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant`s internal control over Iinancial reporting that occurred during the registrant`s most
recent Iiscal quarter that has materially aIIected, or is reasonably likely to materially aIIect, the registrant`s internal control over Iinancial
reporting; and

5. The registrant`s other certiIying oIIicer and I have disclosed, based on our most recent evaluation oI internal control over Iinancial reporting, to the
registrant`s auditors and the audit committee oI the registrant`s board oI directors (or persons perIorming the equivalent Iunctions):

(a) All signiIicant deIiciencies and material weaknesses in the design or operation oI internal control over Iinancial reporting which are
reasonably likely to adversely aIIect the registrant`s ability to record, process, summarize and report Iinancial inIormation; and

(b) Any Iraud, whether or not material, that involves management or other employees who have a signiIicant role in the registrant`s internal
control over Iinancial reporting.

Date: November 5, 2012 /s/ Peter M. Carlino
Peter M. Carlino
Chairman and ChieI Executive OIIicer

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934

I, William J. CliIIord, certiIy that:

1. I have reviewed this quarterly report on Form 10-Q oI Penn National Gaming, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement oI a material Iact or omit to state a material Iact necessary to make the
statements made, in light oI the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the Iinancial statements, and other Iinancial inIormation included in this report, Iairly present in all material respects the
Iinancial condition, results oI operations and cash Ilows oI the registrant as oI, and Ior, the periods presented in this report;

4. The registrant`s other certiIying oIIicer and I are responsible Ior establishing and maintaining disclosure controls and procedures (as deIined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over Iinancial reporting (as deIined in Exchange Act Rules 13a-15(I) and 15d-
15(I)) Ior the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material inIormation relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over Iinancial reporting, or caused such internal control over Iinancial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability oI Iinancial reporting and the preparation oI Iinancial statements Ior
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the eIIectiveness oI the registrant`s disclosure controls and procedures and presented in this report our conclusions about the
eIIectiveness oI the disclosure controls and procedures, as oI the end oI the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant`s internal control over Iinancial reporting that occurred during the registrant`s most
recent Iiscal quarter that has materially aIIected, or is reasonably likely to materially aIIect, the registrant`s internal control over Iinancial
reporting; and

5. The registrant`s other certiIying oIIicer and I have disclosed, based on our most recent evaluation oI internal control over Iinancial reporting, to the
registrant`s auditors and the audit committee oI the registrant`s board oI directors (or persons perIorming the equivalent Iunctions):

(a) All signiIicant deIiciencies and material weaknesses in the design or operation oI internal control over Iinancial reporting which are
reasonably likely to adversely aIIect the registrant`s ability to record, process, summarize and report Iinancial inIormation; and

(b) Any Iraud, whether or not material, that involves management or other employees who have a signiIicant role in the registrant`s internal
control over Iinancial reporting.

Date: November 5, 2012 /s/ William J. CliIIord
William J. CliIIord

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

In connection with the Quarterly Report oI Penn National Gaming, Inc. (the 'Company) on Form 10-Q Ior the quarter ended September 30, 2012, as
Iiled with the Securities and Exchange Commission on the date hereoI (the 'Report), I, Peter M. Carlino, ChieI Executive OIIicer oI the Company, certiIy,
pursuant to Section 906 oI the Sarbanes-Oxley Act oI 2002, 18 U.S.C. Section 1350, that, to my knowledge:

1. The Report Iully complies with the requirements oI Section 13(a) or 15(d) oI the Securities Exchange Act oI 1934, as amended; and

2. The inIormation contained in the Report Iairly presents, in all material respects, the Iinancial condition and results oI operations oI the
Company.

/s/ Peter M. Carlino
Peter M. Carlino
Chairman and ChieI Executive OIIicer
November 5, 2012

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
18 U.S.C. SECTION 1350

In connection with the Quarterly Report oI Penn National Gaming, Inc. (the 'Company) on Form 10-Q Ior the quarter ended September 30, 2012, as
Iiled with the Securities and Exchange Commission on the date hereoI (the 'Report), I, William J. CliIIord, ChieI Financial OIIicer oI the Company, certiIy,
pursuant to Section 906 oI the Sarbanes-Oxley Act oI 2002, 18 U.S.C. Section 1350, that, to my knowledge:

1. The Report Iully complies with the requirements oI Section 13(a) or 15(d) oI the Securities Exchange Act oI 1934, as amended; and

2. The inIormation contained in the Report Iairly presents, in all material respects, the Iinancial condition and results oI operations oI the
Company.

/s/ William J. CliIIord
William J. CliIIord
November 5, 2012

OutstandingandAvailableCashfromCreditFacilities
CurrentDebtStructure
(inmillions)
EarliestMaturity Available 9/30/12Balance* Rate
Revolver July2016 621.9 139.0 L+175
TermA July2016 1,056.3 L+175
TermB July2016 1,254.1 L(1%floor)+275
SubDebt August2019 325.0 8.75%
OtherDebt October2016 10.0
CapitalLeases 2.1
621.9 2,786.5
Exhibit3c
SpringfieldGamingandRedevelopment,LLCSpringfieldMass.PhaseIIRFQ/PResponse
HollywoodCasinoSpringfield
*ProFormafortheNovemberacquisitionofHarrah'sStLouisandtherelatedfinancingtransaction

Exhibit 4-e

Responsible
Gaming Program
*Draft*

Table of Contents

Section Section Title Page

I. Introduction ..................................................................................................... 3

II. Goals of the Program ...................................................................................... 3

III. Timetable to Implement ................................................................................... 4

IV. Individuals Responsible for Implementation & Maintenance of Plan ............... 4

V. Changes to the Program ................................................................................. 4

VI. Specific Duties Related to the Responsible Gaming Plan ............................... 4

VII. Problem/Compulsive Gambling Policies & Procedures ................................... 6

VIII. Database Information, Access & Confidentiality .............................................. 9

IX. Underage Gambling Policies & Procedures .................................................. 10

X. Unattended Children Policies & Procedures ................................................. 11

XI. Responsible Alcohol Service Policies & Procedures ..................................... 12

XII. Reports and Notification to the Massachusetts Gaming Commission ........... 15

XIII. Required Signage/Brochures/Gambling Helpline Number ............................ 15

XIV. Conclusion .................................................................................................... 16

Exhibit # Topic .

1. Responsible Gaming Training Program (tbd)

2. Responsible Gaming Brochure (tbd)

3. Personal Financial Restriction Enrollment Form

Hollywood Casino & Hotel Springfield **Draft** Responsible Gaming Program
**DRAFT** Rev: December 31, 2012 3

I. Introduction

As a Casino Operator in the Commonwealth of Massachusetts, Hollywood Casino &
Hotel Springfield is in the business of providing casino entertainment. We are proud of
the industry we represent and are pleased that gaming has become a true form of
acceptable adult entertainment.

Most casino patrons see gaming for what it is simply a form of entertainment. These
individuals act responsibly when they game; however, we recognize that not all people
are able to exhibit such responsible behavior. Some patrons have problems controlling
their behavior, and we recognize this as being an extremely important issue ethically
and on a business level. Therefore, Hollywood Casino has developed this Responsible
Gaming Program which is designed to provide programs and policies that provide help
to those individuals who need it while not imposing undue burdens on the vast majority
of our patrons who act responsibly.

II. Goals of the Program

The Programs goals are:

A. To enhance awareness of the issues of problem/compulsive gambling, intoxicated
gambling and gambling by underage, excluded and voluntarily excluded individuals
for our cast members and patrons;

B To facilitate access to information regarding compulsive/problem gambling and
treatment; intoxicated gambling; and gambling by underage and voluntarily
excluded individuals including information regarding the placement of an individual
on the States voluntary exclusion list;

C. To establish procedures designed to reduce the chance that an individual with a
gambling problem will wager at the facility;

D. To establish procedures designed to prevent underage, visibly intoxicated,
excluded and voluntarily excluded individuals from wagering at the facility;

E. To establish procedures to ensure that underage, excluded and voluntarily
excluded individuals do not receive check cashing privileges; are not issued a
player card or sent marketing material; do not receive any service, item or
discount; and do not collect any winnings or recover any losses as a result of any
gaming activity at Hollywood Casino Springfield; and

F. To establish procedures designed to prevent parents from leaving children
unattended and to ensure the safety of any unattended children located within the
facility or otherwise on the grounds of Hollywood Casino Springfield.

III. Timetable to Implement

This Responsible Gaming Program shall be effective at the start of gaming operations
with all newly hired cast members trained in orientation within 30 days of their start date.
The property will conduct an annual refresher responsible gaming training for all cast
members.

IV. Individuals Responsible For Implementation and Maintenance of Plan

Hollywood Casino Springfield shall establish a Responsible Gaming Committee with the
VP/General Manager acting as Chairman. The Responsible Gaming Committee is
comprised of the following members:

A. VP/General Manager (Chairman)
B. VP of Operations
C. Director of Human Resources
D. Manager of Security, Risk & Investigation
E. Food & Beverage Manager
F. Director of Finance
G. Compliance Officer
H. Director of Marketing
I. Internal Audit Manager
J. Player Services/Cage Manager
K. Surveillance Manger

Any other personnel the VP/General Manager believes to be necessary to accomplish
the goals of the program will be included on the Committee on an ad-hoc basis.

V. Changes to the Program

The Responsible Gaming Committee of Hollywood Casino Springfield will continue to
refine the program as necessary.

VI. Specific Duties Related to the Responsible Gaming Plan

The following departments/positions or their designees shall be responsible for the
implementation of the plan as follows:

A. Responsible Gaming Committee Develops and implements the Responsible
Gaming Program. The Committee also monitors compliance with and
effectiveness of the program. Suggests changes to the program implements such
changes.


B. Compliance Officer - Primary contact person for the Massachusetts Gaming
Commission on issues related to responsible gaming.

C. Director of HR Responsible for ensuring that all newly hired cast members
receive responsible gaming training . Ensures that all existing cast members
receive refresher responsible gaming training annually.

D. Director of Marketing Ensures that all individuals who have requested
voluntary exclusion, financial restrictions or who have been placed on the States
voluntary exclusion list are properly entered into appropriate databases.

E. IT Manager Assigning relevant cast members access to the player tracking
system and other relevant databases as needed to allow such cast members to
determine if an individual is on any exclusion, voluntary exclusion or financial
restrictions list.

F. Slot Cast Members The Slots Department is responsible for attempting to
recognize excluded and voluntarily excluded persons, identification of underage
and intoxicated individuals and the prevention of underage and intoxicated gaming.
It is also responsible for checking for exclusion or voluntary exclusion status before
paying any hand paid jackpot of $1,200 or more.

G. Cage Cast Members - The Cashiers Cage is responsible for attempting to
recognize individuals who are underage or who are on the exclusion and voluntary
exclusion lists attempting to conduct a cage transaction. Cage cast members are
responsible for checking for exclusion, voluntary exclusion or financial restrictions
status before issuing credit, cashing a check/negotiable instrument, completing a
credit card cash advance or issuing a players card.

H. Surveillance Cast Members - Surveillance is responsible for the electronic
monitoring of all gaming areas and limited portions of the food and beverage areas
in the facility. The Director of Surveillance and all surveillance personnel are
responsible for monitoring covered areas for intoxicated individuals, individuals
appearing under the age of 21 who are on the gaming floor and/or are engaged in
gaming activities and visual identification of excluded and voluntarily excluded
individuals.

I. Security Cast MembersThe Security Department is responsible for the
enforcement and reporting of operational efforts which relate to the prevention of
underage gambling, intoxicated gambling and gambling by excluded and
voluntarily excluded individuals. This includes identifying and removing
intoxicated, underage, excluded and voluntarily excluded individuals from the
casino facility.

J. Marketing Cast Members - The Marketing Department is responsible for ensuring
that no individuals who are underage or who are on the excluded or voluntarily
excluded lists receive player club privileges or direct mail marketing materials.
Responsible for preventing casino marketing mail from being sent to individuals
who have requested to receive no mail.

K. Food and Beverage Cast Members - The Food and Beverage Department is
responsible for preventing the serving of alcohol to visibly intoxicated and
underage individuals and for notifying the Security Department to prevent persons
from gaming after having been determined to be visibly intoxicated. Food &
Beverage cast members who serve alcoholic beverages and their immediate
supervisors shall be TIPS certified.

All cast members will be familiar with the location of information concerning responsible
gaming and will be able to direct patrons to that information.

VII. Problem/Compulsive Gambling Policies & Procedures

Cast members are advised through the Responsible Gaming Training Program (see
Exhibit 1 **to be established**) of the following topics related to problem/compulsive
gambling:

Description of the nature and prevalence of problem/compulsive gambling;

Typical behavioral characteristics and warning signs associated with
problem/compulsive gamblers;

Programs available to help problem/compulsive gamblers;

Appropriate response to someone overtly inquiring about problem gaming matters;

Appropriate response to someone who does not overtly request assistance but
who is suspected of having a gambling problem.

Problem/Compulsive gambling is an illness for which treatment is available. Once an
individual admits to having a problem and seeks help, he/she can be successfully
treated. While the ultimate responsibility for recovering from a problem/compulsive
gambling problem rests with the affected individual, Hollywood Casino Springfield has
established programs and information resources to assist patrons who are struggling
with gambling issues in their lives:

A. Responsible Gaming Brochure/Toll Free HelplineA brochure has been
developed that describes the signs and symptoms that may be indicative of a
gambling problem (see Exhibit 2 tbd). A patron can review these signs to see if
any apply to them. The most important element of the brochure, however, is the toll
free gambling helpline. This is the number that an individual can call to receive a

referral to a certified problem gambling counselor and/or information on support
groups. Help is available 24 hours a day, 365 days a year. These brochures will
be available at all ATMs, at the cage, at the Security desk, and at other areas
around the property. All cast members must be familiar with the brochures and
must know where they are located. Cast members are to offer a copy of the
brochure to any patron who inquires about problem gambling issues. If a cast
member cannot leave his post, he should direct the patron to the location where
the brochures can be found.

B. Official Voluntary Exclusion Program List Voluntary exclusion programs are
designed to allow a patron to restrict themselves from being able to access a
casino. The state of Massachusetts operates a voluntary exclusion program which
allows an individual to request exclusion from all casinos in Massachusetts.

The Commission shall maintain the state of Massachusetts Voluntary Self-
Exclusion Program list and shall notify the General Manager of any addition to or
deletion from the list by mailing or emailing an advisory in accordance with
voluntary exclusion rules and regulations.

Upon receipt of the Voluntary Exclusion Advisory from the state of
Massachusetts, the General Manager will forward the document to the relevant
departments. The Marketing Department will be solely responsible for entering into
the player tracking system for each individual on the voluntary exclusion list.

Information furnished to or obtained by the Commission shall be deemed
confidential and shall not be disclosed except to facility personnel whose duties
and functions require access to the information.

Hollywood Casino Springfield and its team members or agents thereof will not
disclose the name of, or any information about, any individual who has requested
voluntary exclusion to anyone other than team members and agents of the
Hollywood Casino Springfield and affiliates of Penn National whose duties and
functions require access to such information.

In keeping with Penn National Policy, anyone enrolled in the Massachusetts
Voluntary Self-Exclusion Program will also be excluded from all other Penn
National casinos connected to Penns Marquee Rewards Universal card
application. Likewise, person enrolled in a statewide self-exclusion program in any
other state that Penn National operates (that is connected through Marquee
Rewards) in will also be excluded from Hollywood Casino Springfield.

C. Financial Restriction/Mail Restriction Options Financial and mail restriction
programs are designed to allow a patron who does not want to voluntarily exclude
themselves to still impose some restrictions on their own personal access to casino

credit, check cashing and credit card cash advances as well casino marketing mail.

To enroll themselves in such a program, the patron will give his or her name and
other identifying information and specifically request the casino to restrict certain
financial transactions and/or stop casino marketing mail

1. Personal Financial/Mail Restriction Program - This option is administered by
the Hollywood Casino Springfield Security Department. With this option a
patron will sign a Hollywood affidavit indicating that he or she wishes to be
financially restricted and/or mail restricted at this property only.
The term of the financial and/or mail restriction will last until (and if)
reinstatement is requested and granted in accordance with the
reinstatement procedures below.
Individuals may choose to restrict themselves from financial transactions
only, casino mail only or both.

A copy of the enrollment form is attached as Exhibit 3

Once enrolled, the following actions will be taken:
a. If Financial Restrictions are requested, the patrons player tracking
account (ACSC) will be labeled Financially Restricted (HCP) so that
any cast member accessing the account will know of their status and will
refuse them restricted financial services;
b. The patron will not be allowed to obtain, casino credit (any existing credit
lines will be closed), cash a check or get a credit card cash advance;
c. The financial restriction only applies to the Hollywood Casino Springfield
property;
d. If requested by the patron, the patron will also be removed from property
promotional/marketing mail lists and the patrons player tracking account
will be labeled No Mail

Reinstatement To have such financial and or mail restrictions lifted, the
patron must send a letter to the Manager of Security requesting
reinstatement. The decision on whether to reinstate will be made by the
property Responsible Gaming Committee. The Committees decision will be
communicated to the patron via letter.

D. Mail Restriction Options Patrons can request that the property stop sending
them mail for a variety of reasons, many of which have nothing to do with the
patrons desire or need to curtail or stop gaming. Such individuals can request that
his or her name be removed from the property mailing list so as to prohibit the
receipt of marketing material by mail. To do so, the patron must contact a
marketing representative in person and make the request. Any patron who wishes
to re-establish marketing correspondence has to request such reinstatement to a
marketing representative.

Some individuals however, request a stop to casino mail as a way to help them
manage the extent of their gambling activity. These individuals may feel that if
they receive no casino mail or offers, they will gamble less or will be more likely to
gamble within their means. Such a mail restriction may work as the individual had
hoped or it may represent a small, relatively easy first step that an individual
struggling with a gambling problem takes on their way to taking further action down
the road. Individuals requesting a cessation of mail who indicate they are doing so
as a means to curtail their gambling activity should be discretely informed of all the
responsible gaming programs the property offers and should be given the brochure
that includes the problem gambling helpline. If they still only want to restrict mail,
they should be directed to sign the formal Personal Financial/Marketing Restriction
Statement Form as described above (see Item VII-C) and to check the no mail
option. Such individuals should also be given the option to check financial
restrictions if they so desire.

E. Self-Excluded in other States - Most Penn National casino properties are linked
together through Penns Marquee Rewards Player Club. With this program, player
cards issued at one Penn property may be used at all other Penn properties
connected to the system. As part of this program, a patron enrolled in the
statewide self exclusion program at any Penn property connected to the system
will also be excluded at Hollywood Casino Springfield. Likewise, person enrolled in
a statewide self-exclusion program in any other state that Penn National operates
in will also be excluded from Hollywood Casino Springfield (if the Penn out of state
casino uses Marquee Rewards).

F. Responsible Gaming Office - Hollywood has established an on-site Responsible
Gaming Office located at (*tbd*) that is periodically staffed by a licensed substance
abuse/mental health counselor. Guest inquiring about problem gambling issues for
themselves or a loved one may be referred to that office when it is open (when
closed, security is to be contacted). Hours of operation will be posted on the office
door. Security Dispatch will also keep a schedule of Responsible Gaming Office
hours.

VIII. Database Information, Access & Confidentiality

Hollywood Casino Springfield shall use the player tracking system as the primary
means to identify excluded and voluntarily excluded individuals. The player tracking
system shall also be the primary means to identify financially restricted and mail
restricted individuals and to prevent them from completing a restricted transaction.

A. The player tracking accounts for individuals who are excluded, voluntarily
excluded, and financially restricted; and shall include the following flags as
appropriate:

1. Voluntarily Excluded (MGC): Notify Security - Flag for individuals enrolled in
the Massachusetts Voluntary Exclusion Program.

2. Voluntary Excluded (Penn): Notify Security - Flag for individuals enrolled in an
out-of-state Voluntary Exclusion Program.

3. Financially Restricted Flag for individual who has requested a cessation of
casino credit, check cashing and/or credit card advance privileges.

4. Excluded (MGC): Notify Security Flag for individuals on the Massachusetts
Gaming Commissions exclusion list.

B. Confidentiality - The identities of individuals on any voluntary exclusion or
financial/promotional restriction list are strictly confidential and may not be
disclosed for any purpose other than to comply with the voluntary exclusion and
financial restriction programs outlined in this document and associated exhibits and
Massachusetts law. Disclosure of such names for any other purpose could result
in termination of employment for the individual responsible and regulatory action by
the Massachusetts Gaming Commission. The property will control access to the
names of individuals enrolled in the voluntary exclusion and/or financial restriction
program through access controls to the player tracking system. Such controls
include:

1. Access Control Cast members who need access to the names of individuals
on the Voluntary Exclusion and Financial Restriction List(s) will be granted
access to the player tracking system.

2. Password Control Cast members granted such access must input a unique
password to access the player tracking system.

IX. Underage Gambling Policies & Procedures

Exhibit 1 **to be established**) of policies and procedures concerning underage
gambling. Hollywood Casino Springfield takes the issue of underage gambling very
seriously and has developed policies and procedures to prevent persons under the age
of 21 (except for authorized cast members) from accessing the facility or gambling:

A. Access - Individuals under the age of 21 may not enter or be on the gaming area.
Security personnel will be stationed at all public entrances leading to the gaming
floor in order to prevent access to the gaming area by underage individuals. An
individual will be carded by a Security officer at the entrance to the facility if they
appear to be under the age of 30. All cast members are responsible for ensuring
that an individual under 21 years of age does not enter the gaming area, gamble or
consume alcoholic beverages. Any cast member who reasonably suspects an
individual may be under 21 has the right and obligation to card that individual (or
ask a Security officer to card the individual).


B. Wagering Prohibitions - As described above, Hollywood Casino Springfield has
established procedures to identify underage patrons in the gaming area and to
prevent them from entering the gaming area in the first place. As such, individuals
under the age of 21 may not wager on any slot or table game or cause others to do
so for them, may not receive any benefits or privileges as a result of slot or table
game wagering and may not collect winnings or recover losses from a slot or table
game wager through any means. Any individual under the age of 21 who is caught
gambling will be immediately escorted from the facility and may be arrested for
criminal trespass, underage gambling or other charges.

1. Forfeiture of Winnings- Any slot or table game credits or winnings by an
individual under the age of 21 will be confiscated and the patron will be
ejected from the property.

C. Over 21 Wristband- Younger looking individuals in the casino, or individuals
attempting to enter the Casino, who are found to be of legal age may be offered
(on a voluntary basis) a color coded tamper resistant wristband at the Security
Podium as proof of age so they will not be repeatedly challenged for ID.

X. Unattended Children Policies & Procedures

Exhibit 1 **to be established**) of policies and procedures concerning unattended
children. All cast members will be on the lookout for unattended children both inside
and outside of the facility. For the purposes of this policy, an unattended child will be
considered any individual who appears to be under the age of 16 and who is
unaccompanied by an adult.

A. Any cast member who discovers an unattended child shall immediately report this
to the Security Department and, if reasonably practical, the cast member shall stay
with the child until the arrival of a Security Officer who will proceed as follows:

1. A Security Officer will notify surveillance and will escort the child to Security
Dispatch or another safe location. The Security Officer shall not leave the
child unattended at any time.

2. The Security Department will attempt to determine the name of the child's
parent(s) or guardian(s). If a name is obtained, the Security Department will
attempt to locate the parent or guardian until such time as a parent or
guardian with proper identification or proof of guardianship responds to the
location of the child:

a. Upon arrival, the parent(s) or guardian(s) will be warned against leaving
their child unattended at any time and advised of the propertys
unattended minor policy. The child will then be returned to the care or
custody of their parent(s) or guardian(s). More severe action may be

taken depending on the age of the child and the incident circumstances.
Such actions may include banning the parent/guardian from the facility
and/or calling local police or child protective services.

b. In the event the Security Department is unable to locate the child's
parent(s) or guardian(s) within one (1) hour or is unable to determine the
name of the parent(s) or guardian(s) within one (1) hour, a Security
Department representative will contact an appropriate agency such as
the local police department or child protective services.

XI. Responsible Alcohol Service Policies & Procedures

Exhibit 1 **to be established**) of policies and procedures concerning responsible
alcohol service. Certain positions receive additional responsible alcohol service training
through the TiPS program.

Hollywood Casino Springfield has established these procedures designed to discourage
patrons from becoming intoxicated, to prevent serving alcohol to visibly intoxicated
patrons and to prevent individuals from gaming after having been determined to be
visibly intoxicated. Any cast member who encounters a patron who appears to be
visibly intoxicated shall report this information to their supervisor or a Security officer.
However, employees of the Food & Beverage, Casino Operations and Security
departments have the primary responsibility for enforcing the propertys alcohol/
intoxication policies.

A. While our patrons bear the personal responsibility to prevent themselves from
consuming alcohol to the point of intoxication, Hollywood Casino Springfield has
established the following policy statements concerning alcoholic beverage service
and intoxicated individuals:

1. A visibly intoxicated patron will be denied entry to the facility;
2. A visibly intoxicated patron will not be knowingly served alcoholic beverages;
3. Casino staff will make a diligent effort to not allow a visibly intoxicated patron
to gamble;
4. Food & Beverage personnel will not knowingly serve a patron alcoholic
beverages to the point where the patron becomes visibly intoxicated;
5. Food & Beverage personnel will not knowingly serve alcoholic beverages to a
minor; and
6. Casino staff will make a diligent effort to not allow a visibly intoxicated patron
to drive a motor vehicle when leaving the facility.

B. Training - The following positions (at a minimum) will be trained in responsible
alcohol service:
1. Casino Operations Shift Manager;
2. All Security cast members;
3. All Valet cast members;
4. All Food and Beverage cast members who serve alcohol (or manage those
who do); and
5. All individuals authorized to approve credit.

Hollywood Casino Springfield will use TiPS training as its primary responsible
alcohol service training program.

C. Visibly intoxicated patrons will be denied entry to the gaming floor by Security
personnel stationed at the entrances to the property. Security personnel will
attempt through observation to prevent intoxicated persons from gaming and from
remaining on the gaming floor. The procedures outlined in the Security Department
section below will be followed to ensure that the intoxicated patron does not
engage in gaming activities.

D. Specific Responsibility for Responsible Alcohol Service The following
departments/positions or their designees shall be responsible for matters related to
responsible alcohol service as follows:

1. Security Department - Upon visual observation or notification of any patron
identified, or suspected to be visibly intoxicated on the gaming floor or in any
Food & Beverage outlet, a Security Officer will notify a Beverage
Manager/Supervisor and Casino Operations Shift Manager who shall observe
the patron to make a determination if the patron appears to be visibly
intoxicated (as set forth in TiPS training materials).

a. If the Beverage Manager/Supervisor and Casino Operations Shift
Manager determine the patron is visibly intoxicated, either the Casino
Operations Shift Manager or Beverage Manager/Supervisor will advise
the patron that they will be required to stop drinking and gambling.

b. A Security Officer shall remain with the intoxicated patron until
arrangements for their safe departure have been secured. The Security
Department will make efforts to secure the patron a safe departure, with
such efforts to include:

i. Locating a sober friend or relative who may have accompanied the
patron to the casino who can provide transportation;
ii. Offering to call the patron a cab or other transportation;
iii. Offering to call a friend or relative for the patron to take them home;
iv. Arrange for a nights lodging and transportation to an area hotel;
and


Any patron who insists on driving themselves will be told that if they do
so local police will be called.

The local police will be notified immediately if the patron becomes
confrontational, disruptive or attempts to drive on his own. Any costs for
cabs, lodging or other transportation will be the responsibility of the
patron.

c. The Security Department shall document the incident on a Security
Incident Report.

2. Surveillance - Upon visual observation of a patron who appears to be visibly
intoxicated, Surveillance personnel shall immediately contact the Security
Department. The Surveillance Department will monitor the patron as
necessary. Surveillance personnel will document the incident on the
surveillance log and/or an incident report.

3. Slot Department - Upon observation of a patron who appears to be visibly
intoxicated, the slot cast member will immediately contact their supervisor,
Beverage Manager/Supervisor or Security representative.

4. Food and Beverage - Although Security staff will be asking anyone that
appears to be 30 years old or under for identification, beverage servers also
have the right to ID any individual attempting to purchase alcohol to
determine if they are of legal age. In addition, beverage servers shall use the
strategies, procedures and techniques described in TiPS training to prevent
serving a patron to the point of visible intoxication. Beverage servers will not
serve alcoholic beverages to a visibly intoxicated patron. A beverage server
will notify a Beverage Manager/Supervisor if a patron appears to be visibly
intoxicated (as set forth in TiPS training materials). The Beverage Manager/
Supervisor will assess the condition of the patron. If the Beverage
Manager/Supervisor determines that the patron is visibly intoxicated, the
Casino Operations Shift Manager and the Security Department will be notified
and the patron will be removed from the gaming floor in accordance with the
Security procedures outlined above. If there is a question as to the patrons
sobriety, the Beverage Manager/Supervisor will contact the Casino
Operations Shift Manager and together they will make the final decision.

5. Valet - Valet personnel will notify the Security Department if they suspect that
an individual is intoxicated and attempts to obtain their car to leave the facility.
The Security Department will enact the procedures set forth above.


XII. Reports and Notification to the Massachusetts Gaming Commission

A. A Massachusetts Gaming Commission representative shall be notified of:

1. Any individual under the age of 21 discovered gambling or found on the
gaming floor.

2. Any individual under the age of 21 who was served an alcoholic beverage.

3. Any excluded or Massachusetts voluntarily excluded person found on the
premises.

XIII. Required Signage/Brochures/Gambling Helpline Number/Awareness
Activities

A. Signs containing the following messages shall be posted in a conspicuous location
not more than 20 feet from each public entrance and exit to the facility:

1. Massachusetts law requires an individual to be 21 years of age or older in
order to enter the gaming area or gamble;

2. Please Gamble Responsibly - Call 1-800-TBD for help.

B. Signs containing the responsible gaming message described in Item A-2 above
shall be posted in conspicuous locations:

1. Within 15 feet of an automated teller machine or ticket redemption unit; and

2. At reasonable intervals at the cashiers cage and any satellite cage.

C. On the back side of all Player Cards and on the back side of all ticket vouchers,
Hollywood Casino Springfield shall print the phrase Please Gamble Responsibly
Call 1-800-TBD for help.

D. A brochure (see Exhibit 2 *tbd*) describing the signs and symptoms that may be
indicative of a gambling problem and that includes the toll free help line will be
available at all ATMs, cages, Guest Services desk, and at other areas around the
property.

E. A Responsible Gaming Office will also be established within the facility.


XIV. Conclusion

The management and staff of Hollywood Casino & Hotel Springfield are dedicated to
operating a safe, enjoyable and responsible facility. While ultimate responsibility rests
with our patrons for gambling responsibly and consuming alcohol in moderation, this
Responsible Gaming Program has been developed to minimize the negative impacts of
those few patrons who will not or cannot act responsibly.

Exhibit 1 - Responsible Gaming Training Program:
To be established in accordance with this Responsible Gaming Program upon
completion of regulations concerning responsible gaming in Massachusetts.

Exhibit 2 Responsible Gaming Brochure and Toll Free Helpline:
To be established in accordance with this Responsible Gaming Program upon
completion of regulations concerning responsible gaming in Massachusetts.

Exhibit 3 to Responsible Gaming Program

Guest Safety Department
Personal Financial/Marketing Restriction Statement

I hereby voluntarily request Hollywood Casino Springfield (HCS) to restrict my access to all of the
items that I have initialed below:

_____ Credit and Check Cashing Services

_____ Hollywood Casino Springfield Promotional/Marketing Mail

This personal financial/marketing restriction request becomes effective immediately and cannot be
revoked until a minimum of one year after its execution.

Reinstatement - A request for reinstatement of credit/check cashing services and/or
promotional/marketing mail must be made in writing to the HCS Guest Safety Department and is subject to
review by the Management of HCS. HCS management will make a determination as to whether revocation will
or will not be granted and a decision will be communicated back to the petitioner in writing. HCS reserves the
right to deny revocation of these restrictions in perpetuity.

I understand that if I attempt to avail myself of any of the aforementioned services (as initialed), HCS
may evict me from the property either temporarily or permanently.

I hereby release HCS, and its subsidiaries, affiliates, and related entities and their respective
shareholders, officers, directors, agents and employees from any and all damages, claims and liabilities, arising
out of or relating in any way to (1) this personal financial/marketing restriction (2) the failure, if ever, of the
aforementioned corporation and/or their employees or agents to prevent my access to any of the above marked
items (3) inadvertent invitations or solicitations which I may receive from HCS and its subsidiaries, affiliates,
and related entities after requesting not to receive those materials.

I _____________________________ hereby request that I restrict my access to all of the above
(Print)
initialed financial/marketing services on this date ____________ at _____________ hours.

__________________________________
(signed)

Notary
1
My Date of Birth:

(seal) Address:

Sec. Sec. #:

Witness _____________________________________ Title_______________________________

1
Notarization not required if statement is signed in the presence of a representative of the HCS Security
Department as a witness and upon presentation and verification of proper ID.
Exhibit5b
Nemoianuum of 0nueistanuing foi
Westein Nassachusetts

By anu Between

Massachusetts
CasinoCareersTrainingInstitute
Anu

Spiingfielu uaming anu Reuevelopment LLC

In Novembei of 2u11, uoveinoi Beval Patiick signeu legislation, which establisheu Casino
uaming in Nassachusetts. The piimaiy puipose of the legislation was to stimulate
economic uevelopment, i.e. job cieation, piivate investment anu new state anu local tax
ievenue. With the potential uevelopment of thiee iesoit-style casinos anu one slots facility
the woikfoice neeu is significant, appioximately 1u,uuu+ woikeis statewiue. In auuition
theie will be woikfoice challenges ielateu to constiuction of the facilities anu the neeus of
existing businesses woiking with the casino opeiatois. The legislation also calleu foi a net
job-gain foi the Commonwealth. The intent is to cieate new caieei anu job oppoitunities
foi the unemployeu oi unueiemployeu in oiuei to encouiage peisonal giowth anu
auvancement. In oiuei to meet this objective of a uiveise job base anu to scale up the
woikfoice anu the ielateu tiaining iequiiements the effoit neeus to begin as soon as
possible.

In oiuei to effectively iesponu to this woikfoice neeu, in paitneiship with the Woikfoice
Investment BoaiusRegional Employment Boaius (WIBREB) the Nassachusetts
Community Colleges have establisheu the Casino Caieeis Tiaining Institute, which incluues
a collaboiation with the vaiious woikfoice uevelopment paitneis in each gaming iegion
within the Commonwealth. Thiough the Institute ieciuitment, scieening, caieei
counseling, tiaining, job placement assistance anu moie will be pioviueu by the colleges
anu the woikfoice paitneis.

Theiefoie to ieciuit anu tiain the uiveise laboi foice necessaiy to supply the new-to-
Nassachusetts casino inuustiy in Westein Nassachusetts, the Nassachusetts Casino
Caieeis Tiaining Institute (Institute) iepiesenting the euucational woikfoice uevelopment
paitneis of the iegion, with a piincipal place of business at 1 Feueial Stieet, Builuing 1u1,
2
Spiingfielu, Nassachusetts u11uS (co Tiaining anu Woikfoice 0ptions, a joint ventuie of
Bolyoke anu Spiingfielu Technical Community Colleges) anu t Spiingfielu uaming anu
Reuevelopment LLC with a piincipal place of business at 82S Beikshiie Blvu, Wyomissing,
Pa 1961u now entei into this Nemoianuum of 0nueistanuing (N00) foi the casino
uevelopment in Westein Nassachusetts on this the 21ist uay of Becembei, 2u12.

Anu now theiefoie the paities jointly agiee to the following:

The Casino agiees to collaboiate with the Institute in iegaiu to woikfoice tiaining
anu ielateu woikfoice uevelopment seivices;

The Casino anu the Institute will woik jointly to comply with the iegulations of the
NA uaming Commission iegaiuing tiaining venuoi ciiteiia, ceitification anuoi
licensuie, the tiaining location, the supply of gaming equipment, anu othei
iequiiements;

The Casino 0peiatoi anu the Institute's Leau Colleges will collaboiate to uevelop a
joint Biveisity Plan to ensuie that the tiaineu laboi pool meets the intent of the
legislation anu the uaming Commission.

The Institute will seek assistance fiom the Casino in oiuei to uevelop an inventoiy
of positions anu the ielateu qualificationsskill levels foi each occupation while
also being in compliance with the stanuaius of the inuiviuual opeiatoi;

The Institute has enteieu into an agieement with Atlantic Cape Community
College to exclusively use its casino tiaining cuiiiculum in Nassachusetts, oi
within 1uu miles of the Casino, anu will woik collaboiatively with the Casino to
customize anuoi contextualize the tiaining to meet the neeus of the facility;

The Institute will pioviue a piogiamsystem to appiopiiate Casino employees as
uesiieu by Casino to become tiaineu as ceitifieu tiaineis in the ACCC cuiiiculum
anu to paiticipate as tiaineis within the tiaining centeis;

The Institute thiough its vaiious paitneis will pioviue ceitain ieciuitment,
scieening, assessment, tiaining uevelopment, tiaining, job placement anu othei
ielateu woikfoice seivices in consultation with the Casino in oiuei to cieate a
uiveise woikfoice;

The Institute will uevelop tiaining mouules (anu ielateu ceitificate piogiams) foi
incumbent woikeis uesigneu to meet the tiaining neeus of the Casino;

The Institute anu the Casino will woik togethei to cieate anu suppoit Caieei
Pathways foi the Casino employees;

3
The Institute anu the Casino will jointly maiket these pathways to the community
specifically to the unemployeu anu unueiemployeu in the iegion; anu,

The Institute anu the Casino will woik togethei to ieview anu implement
Euucational anu Tiaining caieei auvancement oppoitunities that aie aligneu to
the casinos' Caieei Pathways, anu exploie ways to encouiage employees to
paiticipate in these pathways.

The paities agiee that the announcement of the execution of this N00 is the sole
iesponsibility of the Nassachusetts Casino Caieeis Tiaining Institute. In the event
that the Casino oi its agents announces this agieement then saiu N00 will be voiu.

All woik piouucts uevelopeu, owneu oi licenseu by the Institute anu its membeis
aie sole piopeity of the Institute anuoi membeis incluuing the NA uaming
Commission. Saiu woik piouuct is uevelopeu foi the puipose of woikfoice
uevelopment planning foi the Casino inuustiy within the Commonwealth of
Nassachusetts. Infoimation pioviueu to the institute by the Casino anuoi its
affiliates iemains the piopeity of the Casino(s). Any citation oi iefeience by the
Institute of saiu Casino(s) infoimation will iequiie the wiitten peimission of saiu
Casino(s) oi its affiliates (oi its oi theii licensoi).

It is unueistoou that upon publication of the ielevant woikfoice uevelopment anu
ceitificationlicensuie iegulations by the Commission anu the awaiuing of a casino
opeiatoiuevelopei license to the Casino that the Institute anu the Casino will use goou
faith effoits to entei into a Nemoianuum of Agieement which will ieplace this uocument
anu pioviue specific uetail iegaiuing the uevelopment anu implementation of the
woikfoice tiaining anu ielateu seivices.

In iecognition of these joint agieements, both paities fieely sign this N00:

FortheInstitute: FortheCasinoDeveloper/Operator:

__________________________ __________________________
William F. Nessnei (Casino Repiesentative)

EXHIBIT 5c: UTILIZING LOCAL COMPANIES TO BUILD OUR PROJECT
In order to ensure that we maximize the number of opportunities for local City contractors and vendors,
specically MWV, we will begin early during Preconstruction to align our strategies and goals with the City
of Springeld.
We will start by introducing the project to the Pioneer Valley Trades Council and involving
all qualied subcontractors in the bidding process. We will also arrange to meet with the
Council President and local Business Managers to further identify potential contractors and
vendors.
As a part of our strategy we will also host Business Opportunity Conferences for local City
contractors and vendors specif, including targeted minority, women, and veteran businesses,
to introduce the project and educate the local market on the project specics. These con-
ferences help to share information and develop interest, as well as provide an opportunity
for rms to introduce their capabilities in participating in the bidding/construction of the
project. This conference is part of our vendor outreach program that ensures we maximize
the number of local vendors utilized on the project.
One of the best approaches to create more opportunity for City contractors will be to package
the scope of work to align with the capabilities of the local market. There are few rms that
can handle the entire electrical scope of work, however, there are many rms that could
handle particular phases of the job. We will work together with the design team to structure
bid packages that would provide such opportunities. This eort would continue through
the Outreach/Qualication process.
Furthermore, we will partner with local advocates of minority, women, and veteran
businesses such as the Massachusetts Supplier Diversity Oce (SDO), the Western Mass
Development Collaborative and the Greater New England Minority Supplier Development
Council to identify additional qualied minority, women, and veteran business rms. All of
whom will be invited to attend the Business Opportunity conference mentioned above.
Once we have collected all of the data we will assemble a nal Bidders List with a clear
plan per trade on the minority, women, and veteran businesses commitments necessary to
reach the overall goals. We will then alert the subcontractors of the minority, women, and
veteran businesses goals that will be included in their contract when the scope is put out to
bid. The subcontractors are encouraged to develop their own strategies to ensure that they
will be able to successfully meet these goals. At the time the subcontractors are awarded
the initial commitments from the subcontractors will be recorded and included in their
subcontracts. We will then track the volume of the minority, women, and veteran businesses
commitments to rst and second tier subcontractors. Tracking the commitments levels is
done on a monthly basis to verify that the subcontractors follow through with contractual
commitments and to address any discrepancies that arise early on.
The intent of the subcontracting plan outlined above is that by taking a proactive approach from early on in
preconstruction we can identify and utilize every opportunity that exists to successfully incorporate city
contractors and vendors on the Project. Penn National Gaming takes great pride in our eorts to involve
minority, women, and veteran businesses and local businesses in the workforce on all of our projects
throughout the state of Massachusetts and New England.
West
Springeld
Chicopee
Ludlow
East
Hampton
DOS Concrete Services
Superior Caulking and
Waterproong
Palmer
Edward F. Cocoran Plumbing & Heating Company, Inc.
F.B. Paige Plumbing & Heating Services
Springeld
WBE Second Tier Supplier
Hollywood Casino & Hotel Springeld | RFP RESPONSE
Ayotte & King for Tile Inc.
Agawam
Chabot & Burnett
Sullivan & Narey Construction
Company
Holyoke
Springfield Gaming and Redevelopment, LLC
1

Exhibit 5-c

Preliminary Diversity Plan
For
Hollywood Casino & Hotel Springfield

2

Revised December 2012

Table of Contents

Introduction 3

Executive Summary 4

Definitions 6

Construction 7

Procurement 9

Employment 11

Community Affairs/Charitable Contributions 14

Commitment 15

3

INTRODUCTION

Springfield Gaming and Redevelopment, LLC (SGR) in association with Penn National Gaming
Inc. (Penn) has developed this comprehensive Diversity Plan for the construction and operations
of the proposed Hollywood Casino & Hotel Springfield (Hollywood Casino). The plan is
designed not only to provide equal opportunity for vendors, suppliers and employees, but to
proactively seek out individuals and businesses from traditionally disadvantaged groups for
casino jobs and construction/supplier contracts.

While the Plan refers frequently to MBE and WBE companies, the inclusive diversity
philosophy of Hollywood Casino is intended to be more far reaching than simply the inclusion of
minorities and women. Our philosophy is to maximize the concept of inclusiveness in building
our employment base and supplier network. This plan will refer to this broader concept of
inclusion by the designation other diverse groups.

4

EXECUTIVE SUMMARY

Purpose

This Plan describes the Hollywood Casinos strong commitment to ensure diversity in the
construction and operation of the property. The Plan outlines specific procedures aimed at
ensuring equal opportunity, and diversity in employment, contracting, operations and in
community relations activities. The Plan emphasizes our commitment to diversity as it relates to
our employees, our vendors, our business partners and our community. In sum, we appreciate
and respect diversity in all aspects of our business operations and we look forward to supporting
and participating in the local community as we build a regional engine of economic growth.

Diversity Committee

Hollywood Casino will establish a Diversity Committee to oversee all diversity initiatives for the
company if selected to be the Category 1 licensee for Western Massachusetts. The Committee
will be responsible for advancing the diversity and inclusion strategy by setting strategic
direction and managing all aspects of the strategy. The General Manager will chair the
Committee, which will be comprised of members of senior management including purchasing
and construction personnel.

Diversity Consultant
If granted the Category 1 License, Hollywood Casino will hire one or more local diversity
consultants to work with our existing national diversity consultant and both construction and
operational management to help implement this Diversity Plan.

Our Strategy for Success

Our overall strategy will enable Hollywood Casino to further develop and implement the Plan in
order to drive achievement of positive business results and meet the twin goals of ensuring equal
opportunity and promoting diversity in a manner that reflects the diversity of the region. The
four focus areas of the Plan are:

Construction
o Build and enhance relationships within the community to raise awareness and
identify qualified MBE/WBE contractors and suppliers.
Liaison with the Massachusetts State Office of Minority and Women
Business Assistance (SOMWB); Massachusetts Supplier Diversity Office
(SDO), Greater New England Minority Supplier Development Council
(GNEMSDC) and similar organizations
o Ensure that all qualified vendors are given equal access to bid on planned new
construction and any future expansion projects.
o Insist that general contractors have a diversity strategy of their own to ensure
equal opportunity for sub contractors to include MBE/WBE goals.
5

Procurement/Vendor Purchasing
identify qualified MBE/WBE vendors.
o Ensure that all qualified vendors are given equal access to bid on contracts and
purchases.

Employment
identify potential candidates from historically disadvantaged groups for
employment.
o Foster an inclusive work environment that results in both personal and business
success.
o Provide training opportunities to give employees the skills and experience
necessary to move into supervisory and management positions that offer higher
pay and more responsibility.

Community Involvement
o Support our community and be a responsible corporate citizen.
o Encourage participation in community initiatives across the entire organization
including supporting organizations that serve and represent historically
disadvantaged persons and groups.

6

DEFINITIONS

Diversity refers to the variety of backgrounds and characteristics found in society today; thus it
embraces all aspects of human similarities and differences. While we support diversity as an
inclusion concept, reality compels us to focus considerable attention on addressing issues related
to those individuals and groups that have historically been adversely affected. For purposes of
the Plan, diversity specifically focuses on differences among people with respect to age, sex,
culture, race, ethnicity religion, color, disability, national origin, ancestry, sexual orientation and
veteran status.

Definition of Minority

For purposes of MBEs and WBEs, a minority is an individual who is a member of the
following ethnic groups: African American, Asian American, Hispanic American, Native
American and females regardless of race or ethnicity.

Definition of Participation Plan

An obligation imposed by a licensed entity or applicant as part of its contract with a contractor
that requires the contractor to perform the contract through the utilization of minority or women
owned business enterprises.

Definition of Minority Business Enterprise (MBE) and Woman Business Enterprise
(WBE)

Minority and female enterprises that meet the guidelines set by the Commonwealth of
Massachusetts or other similar organization.

7

CONSTRUCTION

Construction Mission

Inclusion of minority businesses and other diverse groups on bids for major construction projects
in the Springfield area is an important issue for the substantial local minority community and for
Hollywood Casino. We will use a proactive approach to address minority participation during
the initial casino build to ensure the inclusion of minority businesses and the successful
completion of the project. Once operating we will continue that framework for any future
construction projects at the resort.

Good Faith Plan for Minority Construction Participation

There are a number of factors that will be integral to our success in including the minority
contractors and suppliers in the initial build out of Hollywood Casino. We intend to employ the
following steps in the construction of this project:

Selection of third party and in-house construction managers who share our commitment
to minority participation. This will be determined through the construction manager
interview process.

Utilization of diversity consultants with knowledge of the Massachusetts construction
market.

Close and continuous coordination with property-level and corporate purchasing
departments as well as the Government Affairs department in order to capitalize on their
continuous search for qualified minority enterprises.

Use of State of Massachusetts and Massachusetts Gaming Commission and other
resources and databases to identify capable minority contractors and suppliers.

Continuation of specific procedures and processes that require construction managers to
demonstrate efforts to identify minority contractors and suppliers before work is awarded.

Effective up front requirements on the part of construction managers to provide minority
contractors and suppliers opportunities to bid as well as reporting procedures to track
commitments to, and dollars expended for, such minority contractors and suppliers.

Increased concentration and coordination with construction managers to identify 2nd and
3rd tier subcontractor and supplier opportunities.

8

Diligent tracking to ensure the fulfillment of minority contractor and supplier
participation plan commitments made by construction managers and 1st tier
subcontractors.

Close coordination with construction managers to improve the on-site labor component
of commitments made to minority contractors and suppliers.

Periodic reporting of our minority commitment and fulfillment results to the Hollywood
Casino Diversity Committee and other involved parties.

Construction Goal

Our goal is to establish a comprehensive plan for diversity that builds upon the successful record
of Penn National Gaming, Inc. in including minority contractors in all of its construction projects
across the country. Hollywood Casino and Penn National Gaming, Inc. will work to ensure that
the project reflects state and local minority participation goals and that these goals reflect the
diversity of the region.

9

PROCUREMENT

Purchasing Mission

Hollywood Casino will consider quality, service, dependability and price as the main
components of any vendor relationship. Further, as a socially responsible organization, we
pledge to partner wherever possible with minority and woman vendors, as well as other Diverse
Groups, to create a mutually beneficial business climate. Our goal is to ensure that all qualified
vendors are given equal opportunity to bid on products and services to be utilized at Hollywood
Casino.

Good Faith Plan for Minority Vendor Participation

In support of our diverse vendor purchasing mission, Hollywood Casino will undertake the
following initiatives:

Liaison with the Massachusetts State Office of Minority and Women Business Assistance
(SOMWB); Massachusetts Supplier Diversity Office (SDO), Massachusetts Minority
Business Development Agency (MBDA), Massachusetts's Office of Economic
Opportunity (MEDC), Greater New England Minority Supplier Development Council
(GNEMSDC) along with The Urban League and the New England Womens Business
Enterprise National Council (WBENC), The African-American Chamber of Commerce
and similar organizations to locate minority and diverse vendors that offer relevant
products and services.

Where allowed, link our website to those of the SOMWB, SDO, MBDA, MEDC,
GNEMSDC and similar state and regional agencies and organizations to facilitate
awareness and to simplify the application process for potential vendors.

Create a point of sale brochure entitled How to Do Business with Hollywood Casino
Springfield to summarize our diverse vendor purchasing program.

Participate in events sponsored by the Massachusetts Minority Business Development
Agency (MBDA) business directory and database, and resources of Massachusetts's
Office of Economic Opportunity (MEDC) and similar organizations such as seminars,
trade shows and training sessions and reverse trade shows to expand awareness of our
minority vendor purchasing program.
Attend and support Massachusetts minority business fairs organized by various

Massachusetts agencies and organizations such as those mentioned above.

10

Periodically review the Massachusetts Minority Business Development Agency (MBDA)
business directory and database, and resources of Massachusetts's Office of Economic
Opportunity (MEDC) list of approved vendors for any changes.

Provide access to the applications and contact information of the Massachusetts Minority
Business Development Agency (MBDA) business directory and database, and resources
of Massachusetts's Office of Economic Opportunity (MEDC). This will provide an
opportunity for uncertified potential vendors to become certified.

Create a mentoring environment that will help new vendors understand the daily
workings of the propertys operations.

Request user departments to review their annual budgets for purchasing opportunities,
work with the minority database and reach out to those minority suppliers provided by
the purchasing staff.
Establish a reasonable payment plan, agreed upon by both the vendor and the Manager of
Purchasing after review of the financial status of diverse vendors.

Establish a program that will encourage existing minority and other diverse vendors to
expand the product lines they sell us through a mentoring process.

Consider minority and women-owned business enterprises when reviewing Capital
Expenditure projects.

Hollywood Casino will follow these initiatives and develop others as it strives to create an
inclusive business environment.

Vendor Requirements

Hollywood Casino endeavors to have all vendors complete a vendor registration packet before
any contract or purchase order will be issued, such registration will include information on
MBE/WBE status.

Purchasing Objective:

These extensive efforts to identify, train and assist MBE/WBE, as well as other diverse groups of
potential vendors should result in a roster of vendors that maximizes diversity and is reasonably
reflective of and inclusive of the local community.

11

EMPLOYMENT

WORKFORCE DIVERSITY

Equal Employment Opportunity Policy
SGR will adopt the following Equal Employment Opportunity Policy for the facility.
To give equal employment and advancement opportunities to all employees and
applicants, the Company makes employment decisions based on each person's
performance, qualifications, and abilities. We do not discriminate in employment
opportunities or practices on the basis of race, color, religion, gender, national origin,
age, disability, or any other characteristic protected by law.

The Company will make reasonable accommodations for qualified individuals with
known disabilities unless making the reasonable accommodation would result in an
undue hardship to the property.

This Equal Employment Opportunity policy covers all employment practices, including
selection, job assignment, compensation, discipline, separation of employment, and
access to benefits and training.

If you have a question about any type of discrimination at work, please promptly notify
your immediate supervisor or your Human Resources Department. You will not be
punished for asking questions about this. If we determine that anyone was illegally
discriminating, that person will be subject to disciplinary action, up to and including
separation of employment.

Employment Mission
Recruiting will involve job fairs, various community partnerships to include higher education,
chambers of commerce, government agencies and targeted recruiting of minorities and other
diverse groups from both new and existing gaming markets. We may also utilize programs and
agencies such as the Junior Achievement, Mock Interviews, Soft Skills Presentations, Referral
Bonus Programs and local minority agencies such as the African American Chamber of
Commerce and Latino Professional organizations to the extent that such organizations are active
in the local area. We will also engage statewide minority advocacy organizations for our
recruitment efforts.

Advertising for open positions will include a broad range of diverse media sources that may
include print, radio, television and internet. To the extent that such sources exist in the local
area, we will specifically direct some of this advertising to media sources targeted toward
minority groups.

We will publish a bi-weekly Human Resources Hot Sheet detailing all position openings as
they become open. The Hot Sheets will be sent to area high schools, colleges, employment
agencies, minority organizations and social agencies as well as advertised on public sources
including our internet website.
12

All open positions are posted internally first, to identify any internal talent prior to looking
external to fill open positions. As part of our engagement and performance management
strategy, our managers are encouraged to have continued conversations with their team members
to discuss training needs as well as potential career pathing opportunities. The property will
have a tuition assistance program and various ongoing training classes to assist in supporting the
development of our team members.

Employment Goals
Hollywood Casino will strive to maintain a workforce that reasonably reflects the diverse
elements of our community and surrounding area.

TRAINING, DEVELOPMENT & RETENTION EFFORTS

External Training We will work with area educational institutions such as Springfield
Technical Community College to help provide training for our diverse workforce.

Internal Training - Our education and training efforts will have several areas of focus to help
develop a high-functioning, service-oriented diverse workforce. Hollywood Casino will provide
best practice training to ensure consistency with our EEO recruiting & hiring practices. We will
conduct diversity training designed to foster a welcoming environment for all and reinforce
respect in the workplace. We will also provide training to the management team on how to be a
culturally sensitive manager with focus on consistency and fairness in the workplace,
generational diversity, cultural diversity, and how to manage effective teams in a diverse, service
environment. We will integrate diversity and respect into our mandatory orientation program. In
addition to this broad, property-wide training, we will provide departmental skill-related training
for our new associates. This will allow team members to successfully integrate themselves into
their new departments. Building confidence in the ability to competently handle job duties and
establishing an internal departmental support system will increase the chances of retaining new
team members.

Team members want to stay with companies that provide development and mobility options.
They are loyal to organizations that invest in their careers. We are committed to being that kind
of company. We will make the promotion of our employees a first option for upward mobility.
We also plan on providing various mobility programs allowing our employees to grow and
advance within the company. A Management Apprentice Program will be available for line
level team members who aspire to management positions, and are deemed high potential.
Advanced management skill-related courses will be available for our supervisors and managers
who aspire to advance and become more proficient in their current positions.

WORKPLACE INCLUSION

Fostering an inclusive environment is the responsibility of all leadership. It is also a journey that
will continue moving forward forever. The world in which we live is ever-changing, and the
13

company needs to continue to be aware of these changes and to create a welcoming environment
where all team members feel valued and respected.

Our plan is to weave diversity through all areas of the team member environment at Hollywood
Casino. We will request of, and focus on, ensuring that our leadership considers diverse
perspectives in decisions that affect our team members. Seeking input from everyone and
remembering that creativity is driven by a diversity of experiences and such diversity assists in
achieving better overall decisions. We want to provide an environment that inspires and engages
team members to reach their full career potential.

We will challenge Hollywood Casino managers to truly get to know and learn about their team
members. Discovering unique skills and talents will assist with developing creative solutions,
plus build loyalty between managers and their team members. We will also ask that managers
share their own personal skills and talents to create two way dialogues going both up and down
the organization.

Overall, we will strive to create the awareness that diversity is not just another initiative. Rather,
it is a way of doing business and if integrated into everything we do, will assist us in not only
becoming the employer of choice but also the casino of choice for our customers. A diverse
employee base better understands our diverse guest base, their cultural sensitivities and
expectations. Such understanding enhances the guest experience and thus satisfaction which will
lead to greater business success for the resort its employees and its vendors.
14

COMMUNITY AFFAIRS/CHARITABLE CONTRIBUTIONS

Hollywood Casino and Peter Picknelly Gaming, LLC

Hollywood Casino & Hotel Springfield will become an involved corporate citizen in the
Commonwealth of Massachusetts and the City of Springfield. The company is ultimately owned
by Penn National Gaming, Inc and Peter Picknelly Gaming, LLC (owned by lifetime Springfield
resident and philanthropist, Peter Picknelly). Both Penn National and Mr. Picknelly have a long
history of making positive philanthropic impacts in the areas where they operate. Our project
proposal already provides for the Company to go beyond just financing, building and operating a
casino resort; it seeks to make positive impacts throughout the City. If selected as the Western
Massachusetts licensee, we would expect to leverage our involvement with both Penn National
and Mr. Picknelly to remain engaged on issues important to the community. This would include
support to local charities and other non-profit entities, including those targeting minority or
disadvantaged populations, to the benefit area residents.

15

COMMITMENT

SGR (Hollywood Casino & Hotel Springfield) and its ultimate owners Penn National Gaming,
Inc and peter Picknelly Gaming, Inc. represent a team committed to developing a high
performance, inclusive work environment that reflects the diversity of our community. We will
strive to create a company culture where all ideas and all contributions are valued no matter how
or from whom they may originate. We will actively seek out employees and vendors from
traditionally disadvantaged groups to staff, build and supply the facility. Our commitment to
making inclusiveness the foundation for our culture is driven not only from our desire to enhance
our community, but also because such commitment supports a sound business strategy. This
diverse working culture includes not only our valued workforce, but also offers opportunities for
broad participation to diverse groups in the procurement of goods and services.

1 1 13 RereWao|e Erergy Z
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Intial DRAFT LEED BD&C v 2009 Checklist Summary 12/4/2012
Hollywood Casino: Springfield, MA
EXHIBIT 6-g-i
12/26/12

Exhibit 7-b
ORGANIZATIONAL STRUCTURE OF PROPOSER
PENN NATIONAL
GAMING, INC.

DELVEST CORP.
(100% Owner)

PETER PICKNELLY
GAMING, LLC

WESTERN MASS GAMING
VENTURES, LLC
SPRINGFIELD GAMING
AND REDEVELOPMENT,
LLC
(100% Owner)
PennKeyPersonLicensing
LocationsWhereLicensedbyGamingorRacingAuthorities
Exhibit7fii
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PeterCarlino Chairman&ChiefExecutiveOfficer X X X X X X X X X X X X X X X X X X X X X
BillClifford SeniorVicePresident,Finance&CFO X X X X X X X X X X X X X X X X X X X X
RobertIppolito VicePresidentSecretaryTreasurer X X X X X X X X X X X X X X X X X X X
SteveSnyder Sr.VP,CorporateDevelopment X X X X X X X X X
GreggHart VicePresident,InternalAudit X X X X X X X X
Jordan Savitch Sr VP General Counsel X X X X X X X X X X X X X X X X X X JordanSavitch Sr.VP,GeneralCounsel X X X X X X X X X X X X X X X X X X
SaulReibstein PennNationalBoardMember X X X X X X X X X X X X X X
FrankDonaghue VPRegulatory/ChiefComplianceOfficer X X X X X X X X X X
WesEdens PennNationalBoardMember X X X X X X X X X X X X X X X X X
TimWilmott President&COO X X X X X X X X X X X X X X X X X X X X X
JohnFinamore Sr.VP,RegionalOperations X X X X X X X X X X X X
RobertLevy PennNationalBoardMember X X X X X X X X X X X X X X
HaroldCramer PennNationalBoardMember X X X X X X X X X X X X X X X X
JohnJacquemin PennNationalBoardMember X X X X X X X X X X X X X X
DavidHandler PennNationalBoardMember X X X X X X X X X X X X X X
BarbaraShattuck PennNationalBoardMember X X X X X X X X X X X X X X X
DesireeBurke VicePresident,ChiefAccountingOfficer X X X
TomBurke Sr.VP,RegionalOperations X X X X X X X
JaySnowden Sr.VPRegionalOperations X X X X X X X X
12/20/2012
Licensed Entity DBA State Regulatory Authority Regulatory Agency Address Type of License
Year PNGI
Acquired/Built
CHC Casino
Canada, Ltd
Casino Rama
(Penn manages but does not
own this facility)
Ontario Alcohol and Gaming
Commission of Ontario
20 Dundas Street West,
10th Floor
Toronto, Ontario M5G 2N6
Gaming Related
Supplier-Operator
2001
Penn Bullwhackers Bullwhackers Casino CO CO Division of Gaming 142 Lawrence St Limited Gaming 2002
CASINO AND RACETRACK LICENSES HELD
Springfield Gaming and Redevelopment, LLC Springfield Mass. Phase II RFQ/P Response Hollywood Casino Springfield
Exhibit 7-f-i - Licenses
CURRENT LICENSES
Submit as Exhibit 7(f) a list of other jurisdictions in which the proposer and/or any of its owners, key persons or other qualifiers holds a gaming license or has been qualified by a gaming authority
in any other jurisdiction and the history of the proposers, owners, key persons or other qualifiers compliance with the gaming statutes, rules and regulations in such other jurisdictions including,
without limitation, any denial, suspension, withdrawal or revocation of any such license.
Penn Bullwhackers,
Inc.
Bullwhackers Casino CO CO Division of Gaming 142 Lawrence St.
P.O. Box 721
Central City, CO 80427
(303) 582-0529
Limited Gaming
License
2002
Penn Bullwhackers,
Inc.
Bullwhackers Casino CO CO Division of Gaming See above Mfg/Distributor -
Type 2
2002
Penn Sanford, LLC Sanford-Orlando Kennel
Club
FL Florida Dept of Pari-
Mutuel Wagering
Northwood Centre
1940 North Monroe Street
Tallahassee, FL 32399
Greyhound Racing 2007
SOKC, LLC Sanford-Orlando Kennel
Club
FL Florida Dept of Pari-
Mutuel Wagering
Northwood Centre
1940 North Monroe Street
Tallahassee, FL 32399
Greyhound Racing 2007
Empress Casino
Joliet Corp.
Empress Casino IL Illinois Gaming Board 160 N. LaSalle, 3rd Floor
Chicago, IL 60601
312.814.4710
Riverboat Gaming
License
2005
Hollywood Casino
Aurora, Inc.
Hollywood Casino Aurora IL Illinois Gaming Board See above Riverboat Gaming
License
2003
Alton Gaming Co. Alton Belle Casino IL Illinois Gaming Board See above Riverboat Gaming
License
2005
Indiana Gaming
Company L.P.
Argosy Casino Lawrenceburg IN Indiana Gaming
Commission
101 W. Washington Street
East Tower, Suite 1600
Indianapolis, IN 46204
317.233.0046
Riverboat Owner's
License
2005
1
Year PNGI
Acquired/Built
Belle of Sioux City
L.P.
Argosy Sioux City IA Iowa Racing & Gaming
Commission
717 East Court, Suite B
Des Moines, Iowa 50309
515.281.7352
Riverboat Casino
License
2005
Kansas
Entertainment, Inc
Hollywood Casino Kansas
(50 % joint venture with
affiliate of International
Speedway Co)
KS Kansas Lottery 128 N Kansas Avenue,
Topeka, KS 66603
Lottery Facility
Manager
2012
Kansas
Entertainment, Inc
Hollywood Casino Kansas
(50 % joint venture with
affiliate of International
Speedway Co)
KS Kansas Racing &
Gaming Commission
700 SW Harrison, Suite 500
Topeka, KS 66603-3754
Found Suitable as
an owner
2011
Louisiana Casino
Cruises
Hollywood Baton Rouge LA Louisiana Gaming
Control Board
7919 Independence Blvd.
Baton Rouge, LA 70806
225.922.2534
Riverboat Casino
License
2001
Bangor Historic
Track, Inc.
Hollywood Slots, Hotel &
Raceway
ME Maine Gambling
Control Board
45 Commerce Drive
87 SHS
Augusta, Maine 04333-0087
Slot Operator
License
2004
g ,
207.626.3900
Bangor Historic
Track, Inc.
Hollywood Slots, Hotel &
Raceway
ME Maine Harness Racing
Commission
28 State House Station
Augusta, Maine 04333-0028
207.287.3221
Live Racing 2004
Penn Cecil Maryland,
Inc.
Hollywood Casino Perryville MD Maryland Lottery Montgomery Park Business Ctr
1800 Washington Blvd; Suite 330
Baltimore, MD 21230
Lottery Facility
Manager
2010
Maryland Racing
Ventures, LLC
Pimlico (50% owned by PNG
but not managed by PNG)
MD Maryland Racing
Commission
300 E. Towsontowne
Boulevard
Towson, Maryland 21286
Found Suitable as
an owner
2010
Maryland Racing
Ventures, LLC
Laurel Park (50% owned by
PNG but not managed by
PNG)
MD Maryland Racing
Commission
300 E. Towsontowne
Boulevard
Found Suitable as
an owner
2010
Prince George's
Racing Ventures,
Inc.
Rosecroft Raceway MD Maryland Racing
Commission
300 E. Towsontowne
Boulevard
Racing License 2011
HWCC-Tunica, Inc. Hollywood Casino Tunica MS Mississippi Gaming
Commission
620 North Street, Suite 200
Jackson, MS 39202
601.576.3800
Gaming License 2003
2
Year PNGI
Acquired/Built
BTN, Inc. Boomtown Casino Biloxi MS Mississippi Gaming
Commission
See above Gaming License 2000
BSL, Inc Hollywood Casino Bay St.
Louis
MS Mississippi Gaming
Commission
See above Gaming License 2000
The Missouri Gaming
Company
Argosy Riverside Casino MO Missouri Gaming
Commission
3417 Knipp Drive
Jefferson City, MO 65109
573.526.4080
Class B Gaming
License
2005
St. Louis Gaming
Ventures, LLC
Hollywood Casino St. Louis MO Missouri Gaming
Commission
3417 Knipp Drive
Jefferson City, MO 65109
573.526.4080
Class B Gaming
License
Nov-12
LV Gaming
Ventures, LLC
M Resort
NV Nevada Gaming
Commission
1919 College Parkway
Carson City, Nevada 89706
Gaming License 2011
FR Park Racing, L.P. Freehold Race
(49.95% owned by PNG but
not managed by PNG)
NJ New Jersey Racing
Commission
140 East Front Street
4th Floor
PO Box 088
Trenton, NJ 08625
Horse Race
License
1999
Zia Park, LLC Zia Park NM New Mexico Gaming
Control Board
4900 Alameda Boulevard NE
Albuquerque, NM 87113
505.841.9700
Operator License 2007
Central Ohio Gaming
Ventures, Inc.
Hollywood Casino Columbus OH Ohio Casino Control
Commission
10 West Broad Street,
6th Floor
Columbus OH, 43215
Gaming License 2012
Toledo Gaming
Ventures, Inc.
Hollywood Casino Toledo OH Ohio Casino Control
Commission
10 West Broad Street,
6th Floor
Columbus OH, 43215
Gaming License 2012
Raceway Park, Inc Raceway Park OH Ohio State Racing
Commission
77 S. High St. - 18th Floor
Columbus, OH 43215-6108
614.466.2757
Permit to Conduct
A Commercial
Horse Race
Meeting
2005
Toledo Maumee
Raceway Park, Inc
Raceway Park OH Ohio State Racing
Commission
614.466.2757
Permit to Conduct
A Commercial
Horse Race
Meeting
2005
Beulah Park Gaming
Ventures, Inc.
Beulah Park OH Ohio State Racing
Commission
614.466.2757
Permit to Conduct
A Commercial
Horse Race
Meeting (Quarter
2010
3
Year PNGI
Acquired/Built
Beulah Park Gaming
Ventures, Inc.
Beulah Park OH Ohio State Racing
Commission
614.466.2757
Permit to Conduct
A Commercial
Horse Race
Meeting
2010
Mountainview
Thoroughbred
Racing Association
Hollywood Casino at Penn
National Race Course
PA Pennsylvania Gaming
Control Board
PO Box 69060
Harrisburg, PA 17106-9060
717.346.8300
Gaming License 2008
Mountainview
Thoroughbred
Racing Association
Hollywood Casino at Penn
National Race Course
PA Pennsylvania State
Horse Racing
Commission
Agricultural Building, Room
304
2301 N. Cameron, St.
Harrisburg. PA 17110
1 8 6902
Horse Race
License
1972
Zia Park, LLC Zia Park NM Racing Commission of
the State of NM
4900 Alameda Boulevard NE
Suite A
Albuquerque, NM 87113
505.222.0700
Simulcast License 2007
Zia Park, LLC Zia Park NM Racing Commission of
the State of NM
See above Horse Race
License
2007
the State of NM License
Houston Gaming
Ventures, Inc.
Sam Houston Race Park
(50% owned by PNG and
managed by PNG)
TX Texas Racing
Commission
8505 Cross Park Dr. #110
Austin, TX 78754
Found Suitable as
an owner
2011
PNGI Charles Town
Gaming, Inc
Charles Town Races & Slots WV West Virginia Lottery
Commission
312 MacCorkle Avenue, S.E.
Charleston, WV 25327
304.558.0500
Video Lottery
Operator License
1997
PNGI Charles Town
Gaming, Inc
Charles Town Races & Slots WV West Virginia Racing
Commission
310 Lee Road
Follansbee, WV 26037
304.558.2150
Race Meeting 1997
4
12/20/2012
Type of Gaming Facility Name of Licensing Agency
Date of
Application
Casino in Cherokee County Kansas Racing & Gaming Commission and Kansas Lottery August 2007
Casino in Sumner County Kansas Racing & Gaming Commission and Kansas Lottery November 2007
Resort Casino License at Fernwood Resort Pennsylvania Gaming Control Board April 2010
Resort Casino License in Gettysburg Pennsylvania Gaming Control Board April 2010
Slots at Aqueduct Raceway New York State Racing and Wagering Board June 2010
Casino in Harvey Louisiana Gaming Control Board January 2011
VLT Application (Raceway Park, Inc) Ohio Lottery June 2012
VLT Application (Beulah Park Gaming
Ventures, Inc.)
Ohio Lottery June 2012
Category 2 Casino in Philadelphia Pennsylvania Gaming Control Board November 2012
C i Si Ci l d b d i
Application did not meet minimum requirements
Springfield Gaming and Redevelopment, LLC Springfield Mass. Phase II RFQ/P Response Hollywood Casino Springfield
Exhibit 7-f-i - Licenses
Licenses Applied for, but not Granted
Disposition
Voluntarily Withdrawn
Another applicant selected
Pending
Pending
Pending
Two Competing Sioux City land-based casino
proposals
Iowa Racing and Gaming Commission November 2012 Pending
UVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11118/08
. _. '"
View Document
PENN NATIONAL GAMING INC
8K EX-3.1, EX3.1 filed 11/18/08
Y;ew I f'..!llilill frin! I C Review Settings Add to
View Filing Filing Values _ Filed under the The Securities Exchange Act of 1934
SECOND AMENDED AND RESTATED BYLAWS
OF
(a Pennsylvania corporation)
Effective as of May 26, 2004
Last revised November 12,2008
ARTICLE I
Offices
Page I of25
Exhibit 3.1
Sectio1l 1.01. Ikgistered Office. The registered office of the corporation in the Commonwealth of Pennsylvania
shaIl be at Wyomissing Professional Center, 825 Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania 19610, until otherwise
established by an amendment to the Articles ofIncorporation Cas amended, the "Articles") or by the board of directors and a record of
such change is filed with the Department of State in the manner provided by law.
Sec/ion 1.02. Other Qffices. The corporation may also have offices at such other places within or without the
Commonwealth ofPennsyivania as the board of directors may from time to time appoint or the business of the corporation may require.
ARTICLE II
Notice - Waivers - Meetings Generally
Section 2.01. Manner of giving Notice.
(a) General Rule. Whenever written notice is required to be given to any person WIder the provisions of the
Pennsylvania Business Corporation Law of 1988 (as amended from time (0 the "Business Corporation Law") or by the Articles or
these Bylaws, it may be given to the person: (i) by personal delivery, CIi) by facsimile number, e-mail or other electronic communication
to his or her facsimile number or address for e-mail or other electronic communications supplied by him or her to the corporation for the
purpose of notice, or (iii) by 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 the person appearing all the books of the corporation 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 cOl]lOration for the purpose of notice. If the notice is sent by mail, telegraph
or courier sClvice, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with
a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched. Notice given by
facsimile transmission, e-mail or other electronic communication shal1 be deemed to have been given to the person entitled thereto
when scnt. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other
provision of the Business Corporation Law, the Articles or these Bylaws.
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Page 2 0[25
(h) 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
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board fixes a new record date for the adjoumed 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 meeting oftbe board of directors
need not be given. Notice of every special meeting of the board of directors shall be given to each director personally. by telephone.
telex, TWX, facsimile, e-mail or other electronic communication, or in writing at least 24 hours (in the case of notice by telephone
l
lelex;-TWX, facsimile transmission, e-mail or other electronic-communication) or 48 hours (in the case-of notice-by telegraph, comicr
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 time and place oftlle meeting. Neither the business to be transacted at) nor the purpose of, any regular or
special meeting of the board need be specified in a notice of a meeting.
Sec/ion 2.03. Notice of Meetings 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 of record entitled to vote at the meeting (and, in case of a meeting called to
consider a merger, consolidation, 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 of the Business Corporation
Law or (U) five days prior to the day named for the meeting in any other case. If the secretary neglects or refuses to give notice of a
meeting, the person or persons calling the meeting may do so. In the case of a special meeting of shareholders, the notice shal1 specify
the general nature of the business to be transacted.
(b) Notice of Action by ShaJeholderS on Bylaws. In the case ofa meeting of shareholders that has as one of its
pUlposes action on these Bylaws, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the
meeting is to consider the adoption, amendment or repeal of these Bylaws. There shall be included in, or enclosed with, the notice a
copy of the proposed amendment or a summary of the changes to be effected thereby.
Section 2.04. Waiver of Notice.
(a) Written Waiver. Whenever any written notice is required to be given under the provisions of the Business
Corporation 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 stated therein, shall be deemed equivalent to the giving of the notice. Except as provided in the next
sentence, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the
meetings. In the case of a special meeting of shareholders. the waiver of notice shall specify the general nature of the business to be
transacted at the meeting.
(b) Waiver by Attendance. Attendance ofa person at any meeting shall constitute a waiver of notice of the
meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting was not lawfully called or convened.
Section 2. 05. Modification of Proposal Contained in Notice. Whenever Ille language of a propcsed resolution is
included in a written notice of a meeting required to be given under the provisions of the Business Corporation, the Articles or these
Bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not
enlarge its original purpose.
2
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, .'
Page 4 of25
Section 2.06. Exception to requirement of Notice.
(a) GcneraLRule. Whenever any notice or communication is required to be given.to any person under the
provisions of the Business Corporation Law or by tlIe Articles or these Bylaws or by the tenns of any agreement or other instrument or
as a condition precedent to taking any corporate action and communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required.
(b) Shareholders Without Forwarding Addresses. Notice or othercommunications'need not be sent to any
shareholder with whom the corporation has been unable to communicate for more than 24 consecutive months because communications
to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the 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 corporation shall commence sending notices and other communications to the
shareholder in the same manner 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 conmlUnications technology in a fashion pursuant to which the directors have the
opportunity to read or hear the proceedings substantiaBy concurrently 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 electronic means, including, WitllOut limitation, the Internet. Shareholders so participating will be deemed present at
the meeting.
ARTICLE III
Shareholders
Sectian 3.01. Place of Meeting. All meetings of the shareholders of the cOtporation shall be held at the registered
offic!! of the corporation, such other place within or without the Commonwealth of Pennsylvania as may be designated by the board of
directors in the notice of a meeting, or by means of the Internet or other electronic communications technology in a fashion pursuant to
which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on
matters submitted to the shareholders and pose questions to the directors of the corporation.
Section 3.02. Annual Meeting.
Ca) The board of directors may fix and designate the date and time orthe annual meeting of the shareholders, but
if nO such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the fourth Thursday in
May in such year, if not a legal holiday under the laws ofPennsyivania, and, if a legal holiday, then on the next succeeding business
day, not a Saturday, at an appropriate time and place designated by the board of directors, and at said meeting the shareholders then
entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting as set forth in
Section 3.02Cb) below. If the annual meeting shall not have been called and held within six months after the designated time, any
shareholder may call the meeting at any time thereafter.
(b) No business may be transacted at an annual meeting of the shareholders, other than business that is either:
3
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UVEDGAR PENN NATIONAL GAMING INC; S:K - EX-3.1 filed 11/1S/OS Page 5 of25
(1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the
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) otherwise properly brought before the annual meeting by any shareholder of the corporation who
(A) is a shareholder of record on tl,e date of the giving of the notice of such meeting and on the record date for the
determination of shareholders entitled to vote at such annual meeting and (B) complies with the notice procedures set
forth in Sections 3.02(c) and 3.02(d) below.
(c) In addition to any other applicable requirements, for a matter to be properly brought before an annual
meeting by a shareholder. (i) such matter must be a proper matter for shareholder action under the Business Corporation Law and
(ii) sllch shareholder must have owned beneficially at least 1 % of the Company's common stock for a continuous period of not less than
12 months before making sllch proposal and have given timely notice thcreofin proper written fann (as set forth in Section 3.02
(d) below) to the secretary of the corporation. To be timely, a shareholder's notice to the secretary must be delivered to or mailed and
received at the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the alUliversary date
of the immediately preceding arumal meeting of the shareholders; P!Q.vided, 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 the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting
was mailed. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new
time period (or extend any time period) for the giving ofa shareholder's notice as described above.
(d) To be in proper written form, a shareholder's notice to the secretary must set forth as to each matter such
shareholder proposes to bring before the almual 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 of capital stock of the corporation which are owned beneficially or of
record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or
persons (including their names) in cOlmection with the proposal of such matter by such shareholder and any material interest of such
shareholder in such matter and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting
to bring such matter before the meeting. In addition, notwithstanding anything in this Section 3.02(d) to the contrary, a shareholder
intending to recommend one or more persons for election as a director at an annual or special meeting must comply with the provisions
of Section 4.02 of these Bylaws. .
(e) No business shall be conducted althe 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 this Section 3.02 shan be deemed to
preclude discussion by any shareholder of any such business. If the presiding officer of an annual meeting dctcnnines that business was
not properly brought before the 31IDual meeting in accordance with the foregoing procedures, the presiding officer shall declare to the
meeting that the business was not properly brought before the meeting and such business shall not be transacted.
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Page 6 of25
(I) Nothing in this Section 3.02 shalI be deemed to affect any rights of shareholders to request inclusion of
proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Section 3.03. Meetings. Special meetings of the shareholders may be called at any time by the chairman
of the board of directors or by any four or more directors. The shareholders of the corporation shall be entitled to call a special meeting
of shareholders only to the extent, if any, expressly provided in the Business Corporation Law.
Section 3.04. Quorum and Adjoununent.
(a) General Rule. A meeting of shareholders of the corporation duly called shall not be organized for the
transaction of business unless a quorum is present. The presence, in person, by proxy or by means of electronic technology, including,
without limitation, the Internet! of shareholders entitled to cast at least a majority of the votes that all shareholders are. entitled to cast on
a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter.
Shares of the corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the board of directors of this
corporation, as such, shall not be counted in detennining the total number of outstanding shares for quorum purposes at any given time.
(b) Withdrawal ofa Ouorum. The shareholders present at a duly organized meeting can continue to do business
wltil adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
(c) Adjournments Generally. Any regular or special meeting of the shareholders, including aile at which
directors are to be elected, which cannot be organized because a quorum has not attended, may be adjourned for such period and to such
place as a majority of the shareholders present and entitled 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 quorum, although less than a quorum as fixed in this
section, shall nevertheless constitute quorum for the purpose of electing directors.
(e) Other Action in Absence ofOuorum. Those shareholders entitled to vote who attend a meeting of
shareholders that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a
quorum, although less than a quorum as flXed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any
matter set forth in the original notice of the meeting if the notice states that those shareholders who attend the adjoumed meeting shall
nevertheless constitute a quorum for the purpose of acting upon the matter.
Section 3.05. Action by Shareholders.
(a) Except as otheIWise provided in the Business Corporation Law, the Articles or these Bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the corporation, it shall be authorized by a majority of the votes cast at a
duly organized meeting of shareholders by the holders of shares entitled to vote thereon. Except when acting by consent, as permitted
by the Articles and Section 3.05(b), the shareholders of the corporation may act only at a duly organized meeting.
(b) Any action required or permitted to be taken at a meeting of the shareholders or a class of shareholders may
be taken without a meeting upon the unanimous consent of shareholders who would have been entitled to vote at a meeting.
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Section 3.06. Organization. At every meeting of the shareholders, the chainnan of the board of directors, or, in
the case of vacancy in office or absence of the chairman ofthe board of directors, one of the following persons present in the order
stated: the president or a person chosen by the board of directors shall act as the presiding officer. The 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 Rights of Shareholders. Except as otherwise provided in the Articles or by law, the holders
of Conmlon Stock shall have the exclusive voting power, and every holder of Common Stock shall be entitled to onc vote for evcty
share of Common Stock standing in the name of the shareholder on the books of the corporation.
Seclion 3.0B. Voting and Other Action by Proxy.
(1) Every shareholder entitled to vote at a meeting of shareholders may authorize another person to act
for the shareholder by proxy.
(2) The presence of; or vote or other action 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 are present, the corporation
shall, unless otherwise expressly provided in the proxy, accept as the vote of ail shares represented thereby the vote
cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shaH be voted
or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.
(b) Minimum Requirements. EvelY proxy shan be executed or authenticated by a shareholder in writing or by
the duly authorized attorney-in-fact of the shareholder and filed with or transmitted to the secretary of the corporation or his or her
designated agent.
A shareholder or his or her duly authorized attorney in-fact may execute or authenticate a writing or transmit
an electronic authorizing another person to act for him or her by proxy. A telegram, telex, cablegram, datagram, e-mail,
Internet communication or other means of electronic transmission from a shareholder or attorney-in-fact, or a photographic, facsimile or
similar reproduction of a writing executed by a shareholder or attorney-in-fact may be treated as properly executed or authenticated for
purposes of this subsection and shall be so treated if it sets forth or utilizes a confidential and unique identification number or other
mark furnished by the corporation to the shareholder for the purposes of a particular meeting or transaction.
A proxy, unless coupled with an interest, shall be revocable at wiU, notwithstanding any other agreement or
any provision in the proxy to the contrary, but the revocation ofa proxy shall not be effective until notice thereof has been given to the
secretary of the corporation or its designated agent in writing or by electronic transmission. An unrevoked proxy shall not be valid after
three years from the date of its execution, authentication or transmission unless a longer time is expressly provided therein. A proxy
shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written
notice of the death or incapacity is given to the secretary of the corporation or its designated agent.
(c) Expenses. The corporation shaJi pay the reasonable expenses of solicitation of votes or proxies of
shareholders by or on behalf of the board of directors or its nominees for election to the board, including solicitation by professional
proxy solicitors and otherwise.
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Section l09. Voting by Fiduciaries and Pledgees. Shares of the corporation standing in the name ofa trustee or
oti,er fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary,
assignee or receiver. A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred
into the name of the pledgee, or a nominee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a
pledgee or nominee.
Section 3. /0. yoting by Joint Holders of Shares.
(a) General Rule. Where shares of the corporation are held jointly or as tenants in conmlon by two or more
persons, as fiduciaries or otherwise:
(l) if only one or more of such persons is present in person or by proxy, all of the shares standing in the
names of such persons shall be deemed to be represented for the purpose of determining a quorum and the corporation
shall accept as the vote of all the shares the vote cast by a joint owner or a majority of them; and
(2) iftl,e persons are equally divided upon whether the shares held by them shall be voted or upon the
nlanner of voting the shares, the voting of the shares shall be divided equally among the persons without prejudice to
the rights of the joint owners or the beneficial owners thereof among themselves.
(b) ,Exception. [fthere has been filed with the secretary of the corporation a copy, certified by an attorney at law
to be correct, of the relevant portions of the agreement under which the shares are held or the instrument by which the trust or estate was
created or the order of court appointing them or of an order of court directing the voting of the 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.
Seelion 3.11. Voting by Entities.
(a) Voting by Shareholders that are Entities. Any corporation, limited liability company, partnership or other
entity that is a shareholder of this corporation may vote at meetings of shareholders of this corporation by any of its officers or
or by proxy appointed by any officer or agent. unless some other person, by resolution of the goveming body of the entity in question or
by a provision of its articles, bylaws, operating agreement. partnership agreement or other governing documents, as applicable, a copy
of which resolution or provision certified to be correct by one of its officers or agents has been filed with the secretary of this
corporation, is appointed its general or special proxy in which case the person so appointed shall be entitled to vote the shares.
(b) Controlled Shares. Shares ofthis corporation owned, directly or indirectly, by it and controlled, 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.
Section 3.12. Detennination of of Record.
(a) Fixing Record Date. The board of directors may fix a time prior to the date of any meeting of shareholders
as a record date for the determination of the shareholders entitled to notice of. or to vote at. the meeting. Except in the case of an
adjourned meeting, the record date shall be not more than 90 days prior to the date of the 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 transfer of shares on the
books
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The Commonwealth of Massachusetts
William Francis Galvin
Minimum Fee: $500.00
Secretary of the Commonwealth, Corporations Division
One Ashburton Place, 17th floor
Boston, MA 02108-1512
Telephone: (617) 727-9640

Certificate of Organization
(General Laws, Chapter )

Federal Employer Identification Number: 001089737 (must be 9 digits)
1. The exact name of the limited liability company is: PETER PICKNELLY GAMING LLC
2a. Location of its principal office:
No. and Street: 1776 MAIN STREET
City or Town: SPRINGFIELD State: MA Zip: 01103 Country: USA
2b. Street address of the office in the Commonwealth at which the records will be maintained:
No. and Street: 1776 MAIN STREET
City or Town: SPRINGFIELD State: MA Zip: 01103 Country: USA
3. The general character of business, and if the limited liability company is organized to render professional
service, the service to be rendered:
THE NATURE OF THE BUSINESS IS AN INVESTMENT HOLDING COMPANY AND TO CONDUCT
AND ENGAGE IN AND CARRY ON ANY LAWFUL BUSINESS, TRADE, PURPOSE OR ACTIVITIES.
4. The latest date of dissolution, if specified:
5. Name and address of the Resident Agent:
Name: PAUL M. MALECK, ESQ.
No. and Street: DOHERTY, WALLACE, PILLSBURY AND MURPHY, P.C.
ONE MONARCH PLACE, SUITE 1900
City or Town: SPRINGFIELD State: MA Zip: 01144-1900 Country: USA
I, PAUL M. MALECK, ESQ. resident agent of the above limited liability company, consent to my
appointment as the resident agent of the above limited liability company pursuant to G. L. Chapter 156C
Section 12.
6. The name and business address of each manager, if any:
Title Individual Name
First, Middle, Last, Suffix
Address (no PO Box)
Address, City or Town, State, Zip Code
MANAGER PETER A. PICKNELLY
1776 MAIN STREET
SPRINGFIELD, MA 01103 USA
7. The name and business address of the person(s) in addition to the manager(s), authorized to execute
documents to be filed with the Corporations Division, and at least one person shall be named if there are no
managers.

Address (no PO Box)

MA SOC Filing Number: 201204629990 Date: 10/9/2012 5:09:00 PM
First, Middle, Last, Suffix Address, City or Town, State, Zip Code

8. The name and business address of the person(s) authorized to execute, acknowledge, deliver and record
any recordable instrument purporting to affect an interest in real property:
First, Middle, Last, Suffix
Address (no PO Box)
Address, City or Town, State, Zip Code
REAL PROPERTY PETER A. PICKNELLY
1776 MAIN STREET
SPRINGFIELD, MA 01103 USA
9. Additional matters:
NONE
SIGNED UNDER THE PENALTIES OF PERJURY, this 9 Day of October, 2012,
PETER A. PICKNELLY
(The certificate must be signed by the person forming the LLC.)
2001 - 2012 Commonwealth of Massachusetts
All Rights Reserved

THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears
that the provisions of the General Laws relative to corporations have been complied with,
and I hereby approve said articles; and the filing fee having been paid, said articles are
deemed to have been filed with me on:

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
October 09, 2012 05:09 PM
MA SOC Filing Number: 201204629990 Date: 10/9/2012 5:09:00 PM
LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.J filed 11118/08 Page 9 of25
of the corporation after any record date fIxed as provided in this subsection. The board of directors may similarly fIx a record date for
the detennination of shareholders of record for any other purpose. When a detemrination of shareholders of record has been made as
provided in this section for purposes ofa meeting, the detennination shall apply to any adjournment thereofunle.ss the board fixes a
new record date for the adjourned meeting.
(b) D.eterDJination When a Record Date is Not Fixed. Ifa record date is notflXed:
(I) 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, ifnotice
is waived, at the close of business on the day immediately preceding the day on which the meeting is held; and
(2) the record date for determining shareholders for any other purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating thereto.
(c) Certitication QY Nominee. The board of directors may adopt a procedure whereby a shareholder of the
corporation may certify in writing to the corporation that aU or a portion of the shares registered in the name of the shareholder are held
for the accDwlt of a specified person or persons. Upon receipt by the corporation of a certification complying with the procedure, the
persons specified in the certifIcation shall be deemed, for the purposes set forth in the certification, to be the holders of reeord ofthe
number of shares specified in place of the shareholder making the certification.
Sectioll 3. 13. Voliag Lists.
<a) General Rule. The offIcer or agent having charge of the transfer books tbr shares of the corporation shall
make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address
of and the nmnber of shares held by each. The list shall be produced and kept open at the time and place of every meeting and shall be
subject to the inspection of any 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 of the making of the list the corporation may make the infomlation therein available at.a meetiog
by any other means.
(b) Effect of List. Failore to comply with the requirements ofthis section shall not affect the validity of any
action taken at a meeting prior to a demand at the meeting by any shareholder entitled to vote thereat to examine the list. The original
share register or transfer book, or a duplicate thereof kept in the Commonwea1th of Pennsylvania. shall be prima facie evidence as to
who are the shareholders entitled to examine the I1st or share register or transfer book or to vote at any meeting of shareholders.
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SecliOlI3.14. presiding Officer. There shall be a presiding officer at every meeting of the shareholders. Unless
the Board of Directors designates othelWise, the presiding officer shall be the chainnan of the board of directors. The presiding officer
shall have the authoriry to determine the order of business and to establish rules for the conduct of each shareholders' meeting; provided
that the presiding officer shall be fair to the shareholders in adopting such rules for and in conducting the meeting. The presiding
officer shall announce at the meeting when the polls close for each matter voted upon. Ifno annOWlccment is made, the polls shall be
deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any
revocations or changes thereto, may be accepted.
SectiolZ 3.15.
(a) Appointment. In advance of any meeting of shareholders of the corporation) the board of directors may
appoint 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 of the meeting and on the request of any shareholder shan, 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 shallllot act as a judge.
(b) Vacancies. In case any persoll appointed as a judge fails to appear or fails or refuses to act, the vacancy may
be filled by appointment made by the board of directors in advance of the convening of the meeting or at the meeting by the presiding
officer thereof.
(c) Duties. The judges of election shall detennine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, receive votes
or ballots, hear and determine all chaUenges and questions in any way arising in cOlmection with 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 with fairness to all shareholders. The
judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If
there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or
certificate of all.
(d) Report. On request of the presiding ollicer of the meeting or of any shareholder, the judges shall make a
report in writing of any challenge or question or mattcr determined by them, and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts stated therein.
Section 3.16. Minors as Security Holders. The corporation may treat a minor who holds shares or obligations of
the corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments or
distributions, 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 the corporate officer responsible for maintaining the list of shareholders or the
transfer agent of the corporation or, in the case of payments or distributions on obligations, the treasurer or paying officer or agent has
received written notice that the holder is a minor.
Section 3./7. proposal of Amendments to the Articles. The shareholders of the corporation shan be entitled to
propose an amendment to the Articles only to the extent, ifany, expressly provided in the Articles.
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ARTICLE IV
Board of Directors
Section 4.01. Powers; Personal Liability.
(a) General Rule. Unless otherwise provided by statute, all powers vested by law in the corporation shall be
exercised by or under the authority of, and the business and affairs of the corporation shan be managed under the direction of, the board
of directors.
(b) Liability of Directors.
(1) A director sball 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 perfonn the duties of his or her office under
Subchapter B of Chapter 17 ofthe Business Corporation Law (or any successor provision( s); and
(ii) the breach or failure to perfonn constitute-s self-dealing. willful misconduct or
recklessness.
(2) The provisions of paragraph (I) shall not apply to the responsibility 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.
Section 4.02. Qualifications and Selection ofj)irectors.
(a) Qualifications. Each director of the corporation shan be a narural person of full age who need not be a
resident of the Conunonwealth of Pennsylvania or a shareholder of the corporation. .
(b) Director Nominees. Each nominee for election to the board of directors must be recommended for the board
of director's selection by a nominating committee comprised solely of "independent directors
l
' formed by the board of directors
pursuant to Section 4.11 below (the "Nominating Corrunittee"); provided, however, that independent director oversight of director
nominations shan 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 sball be promulgated by the Securities and Exchange Commission and the
Nasdaq Stock Market (or such other securities exchange on whicll the capital stock of the corporation is listed).
(c) Shareholder Recommendations.
(1) TIle Nominating Committee will consider for recommendation to the board of directors for
nomination for election to the board of directors nominees for director to be elected at an 3IIDuai or special meeting of shareholders who
are recommended for nomination by the shareholders in accordance with the provisions of this Section 4.02( c). In addition to any other
applicable requirements, for a reconmlendation made by a shareholder pursuant to this Section 4.02(c) to be considered by the
Nominating Committee
l
such shareholder must have owned beneficially at least 1% of the Company's common stock for a continuous
period of not less than 12 months before making such proposal and have given timely notice thereof in proper wdttcn form (as set forth
in Section 4.02(c)(2) below) to the secretary of the corporation. To be timely, a shareholder's notice to the secretary must be delivered
to or mailed and received at the plincipal executive offices of the corporation (A) in the case of an annual meeting, not less
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than 120 nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called or a date that is not within 60 days before or after such anniversary date,
notice by the shareholder .in order to be timely must be so received not later than the close of business on the tenth (lOth) day following
the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the 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, nOllater than
lhe close of business on the lenth (lOth) day following the day on which notice ofthe dale of ti,e special meeting was mailed.
(2) To be in proper written form, a shareholder's nolice to the secretary must set forth (A) as to each
person whom. the shareholder recommends for election as a director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the perSOll, (iii) the class or series and number of shares of capital stock of the
corporation which are owned beneficially or of record 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 with solicitations of proxies for election
of directors pursuant to Section 14 ofthe Exchange Act, and the rules and regulations promulgated 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 capital
stock of the corporation which are owned beneficially or of record by such shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each recommended nominee and any other person or persons (including their names)
pursuant to which the recorrunendations are to be made by such shareholder and (iv) 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 in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must also be accompanied by a written consent of each recommended nominee to: (A) provide (i) all infonnatioll necessary to
respond fully to 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 illfomlatiou concerning the nominee as
may be requested by the Nominating Committee and/or board of directors and (B) being named as a nominee and to serve as a director
if nominated and if elected.
(d) Election of Directors. Except as otherwise provided in these Bylaws, directors of the 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 the election and before the voting begins. The shareholders of the corporation (except holders of Preferred Stock when the
right to elect directors accrues to them) shall not have the right to cumulate their votes for the election of directors of the corporation.
The candidates receiving the highest number of votes from each class or group of classes, if any, entitled 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
marC 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 of the corporation or of any 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, know ledge and experience of such fonner director.
(2) Such director emeritus may upon invitation by the board of directors attend meetings of the board
of directors and its committees and) if requested by the board, may participate in the proceedings of the board of
directors, but shall not vote on or give written consent to any matters before the board.
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(3) A director shall be compensated for such services as may be determined by the board of
directors.
Section 4.03. NUJTIber and Tenn of Office.
(a) Number. The number of directors of the 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 of the board of directors.
(b) Term of Office. Each director shall hold office until the expiration of the term for which he or 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 term of any incumbent director.
(c) Resignation. Any director may resign at any time upon written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.
(d) Classified Board of Directors. The Board of Directors of this Corporation shall be divided into three classes
and are hereby designated as Class I, Class II and Class III, respectively, the members of which are to be elected for staggered terms.
The term of office of at least one class shall expire in each year. At each election, directors shall be chosen for a fun tenn, as the case
may be, to succeed those whose tenns expire.
Section 4.04.
(a) General Rule. Vacancies in the board of directors. including vacancies resulting from an increase in the
number of directors, may be filled by a majority vote of the remaining members of the board though less than a quorum, or by a sale
remaining director, and each person so selected shall be a director to serve until the next selection of the class for which such director
has been chosen, and until a successor has been selected and qualified or until his or her earlier death, resib'l1ation or removal.
(b) Action by Resigned Directors. When one or more directors resign from the board effective at a future date,
the 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) By Shareholders. Any director or the entire board of directors may be removed by the shareholders without
cause only by conscnt and not at a meeting.
(b) Successor Directors. In case a director or class of directors or the board is so removed, new directors may be
elected at the same meeting or ill 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 imprisonment for a term of more than one year;
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(2) If, within 60 days after notice of his or her selection, the director does not accept the office either in
writing or by attending a meeting of the board of directors; or
(3) Who has been determined to be unsuitable to serve as a director by (A) any federal, state or local
regulatory body having jurisdiction over the corporation and its activities, or (B) the compliance committee.
Section 4.06. Place of Meetings. Meetings of the board of directors may be held at such place within or without
the Commonwealth of Pcnnsyivania as the board of directors may from time to time appoint or as may be designated in the notice of the
meeting.
Section 4.07. Organization of Meetings. At every meeting of the board of directors. the chaimlan of the board of
directors, or, in the case of a vacancy in the office or absence of the chainnan of the board of directors. one of the following officers
present in the order stated: the president or a person chosen by a majority of the directors present shall act as chairman of the meeting.
Tnc secretary or, in the absence of the secretary, an assistant secretary. or, in the absence oflhe secretary and the assistant secretaries,
any person appointed by the chainnan of the meeting, shall act as secretary of the meeting.
Section 4.08. Regular Meetings. Regular meetings of the board of directors shall be held at such time and place
as shall be designated from time to time by resolution of the board of directors.
Section 4.09. fulecial Meeting!'.. Special meetings of the board of directors shall be held whenever called by the
chairman of the board of directors or by four or more of the directors.
Section 4.10. Quorum of and Action b,yDirectors.
(a) General Rule. A majority of the directors in office of the corporation shall be necessary to constitute a
quorum for the transaction of business and the acts of a majority of the directors present and voting at a meeting at which a quorum is
present shall be the acts of the board of directors.
(b) Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the directors
may be taken without a meeting if, prior or subsequent to the action! a consent or consents thereto by all of the directors in office is filed
with the secretary of the corporation. A photographic, facsimile or similar reproduction of a consent executed by a director sha11 be
treated as properly executed for purposes of this Section 4.10(b).
(c) Notation of Dissent. A director who is present at a meeting of the board of directors: or ofa committee of
the at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her
dissent is entered in the minutes of (he meeting or unless the director files a written dissent to the action with the secretary of the
meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the corporation immediately after the
adjournment of the meeting. The right of dissent shall not apply to a director who voted in favor of the action. Nothing in this
section shall bar a director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of
a copy of such minutes, the director notifws the secretary, in writing. of the asserted omission or inaccuracy.
Section 4.11. Committees of the 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 committees to consist of one or more directors of the corporation possessing such characteristics and
experience as may be required under any applicable federal, state or local law or regulation, or any applicable rule or regulation of a
securities exchange on which the
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securities of the corporation are listed, setting forth requirements as to the composition of committees established by the corporation.
Any committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and
authority of the board of directors and may adopt such charter or governing provisions as are consistent with the resolution forming
such committee, except that a conunittee shall not have any power or authority as to the following:
(1) 'n,e submission to shareholders of any action requiring approval of shareholders under the Business
Corporation law.
(2) The creation or filling of vacancies in the board of directors.
(3) The adoption, amendment or repeal of these Bylaws.
(4) The amendment or repeal of any resolution of the board that by its terms is amendable or repealable
only by the board.
(5) Action on matters committed by a resolution of the board of directors to another committee of the
board.
(b) Altern_ate Committee Members. The board may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written
action by the conunittee, In the absence or disqualification of a member and alternate member or members of a conllllittec, the member
or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another director to act at the meeting in the place of the absent or disqualified member.
(c) Teml. Each committee of the board shall serve at the pleasure of the board.
(d) Committee Procedures. The tenn "board of directors" or "board," when used in any provision of these
Bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to
include and refer to any committee of the board.
Section 4.12. Compensation. The board of directors shall have the authority to fix the compensation of directors for their services
as directors and a director may be a salaried officer of the corporation.
ARTICLE V
Officers
Section 5.01. Officers Generally.
(a) and Agent . The officers of the corporation shall be a chairman ofthe 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. Officers may but need not be directors or shareholders of the cOlporation, The officers
of the corporation shall be natural persons of full age. The treasurer may be a corporation, but if a natural perSOll shall be of full age.
Any number of offices may be held by the same person.
The corporation may secure the fidelity of any or all of its officers by bond or otherwise.
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Section 5.02. Election. Term of Office and Resignations.
(a) Election and Term of Office. The chairman of the board of directors, the chief executive officer
l
chief
fmancial chief operating officer, president, executive vice president, operations, vice president, finance, secretalY, treasurer and
general counsel, or such other officers as may be designated from time to time by the board of directors (collectively, the "Executive
Officers") of the corporation shall be elected annually by the board of directors and shall hold office for a term of one year and until a
successor has been selected and qualified or until his or her earlier death, resignation or removal. All other officers shall be appointed
by the chairman oftbe board of directors or by delegated authority pursuant to Section 5.03 and shall serve at will.
(b) Resignations. Any officer may resign at any time upon written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at such subsequent time as may be specified in the notice ofresignation.
Section 5.03. Subordinate Officers. The chairman of the board of directors may from time to time appoint such
other officers as the business ofthe corporation may require, each of whom shall hold office for such period, have such authority, and
perform such duties as are provided in these Bylaws, or as the chainnan of the board of directors may from time to time detennine,
subject to removal by the chainnan of the board of directors. The chairman of the board of directors may delegate to any officer or
committee the power to appoint and to remove subordinate officers and to retain or appoint other agents or conunittees thereof, and to
prescribe the authority and duties of such subordinate officers, committees or othC-f agents. Removal of an officer appointed pursuant to
this Section 5.03 shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an
officer or agent pursuant to this Section 5.03 shall not ofitse!f create contract rights.
Section 5.04. Removal ofOmcers and Agents. Any officer or agent of the corporation appoiated by the board of
directors may be removed by the board of directors with or without cause. The removal shall he without prejudice to the contract rights,
ifany. __ofany person so removed. Election or appointment of an officer or agent shall not of itself-create contract rights.
Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any
other canse, may be filled by the board of directors or by the officer or committee to which the power to fill such office has been
delegated pursuant to Section 5.03, as the case may be, and if the office is one for which these Bylaws prescribe a term, shan be filled
for the unexpired portion of the term.
Sectio1l 5.06. Authority. All officers of the corporation, as between themselves and the corporation, shall have
such authority and perform sucb duties in the management of the corporation as may be provided by tbe person(s) appoiating such
officers or, in the absence of such provision, as may he detemlined by or pursuant to these Bylaws.
Section 5.07. The Chainnan of the Board of Directors. The chairman of the board of directors shan be the chief
execlltive officer of the corporation and shall have general supervision over the business and operations of the corporation, subject,
however, to the control of the board of directors. The chairman of the board of directors shall be a member, ex officio, of all standing
committees. The chairman of the board of directors shall perform all duties incident to the office of chairman of the board of directors,
and such other duties as from time to time may be assigned by the board of directors.
Section 5.08. The President. The president shall be the chief operating officer of the corporation. During the
absence or disability of the chairman of the board of directors, the president shan exercise all the powers and discharge all the duties of
the chairman of the board of directors. The president shall perform all duties incident to the office of president and such other duties as
from time to time may be assigned by the board of directors or the chainnan of the board of directors.
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Section 5.09. The Vice Presidents. The vice presidents shall perform the duties of the president in the absence of
the president and such other duties as may from time to time be assigned to them by the board of directors, the chairman of the board of
directors or the president.
Section 5. J O. The Secretary. Thesecretar), shall attendall meetingsoftheshareholders, of the boardoLdires:tQrs_
and all committees thereof and shan record all the votes of the shareholders and of the directors and the minutes of the meetings of the
shareholders and of the board of directors and of committees of the board in a book or books to be kept for that purpose; shall see that
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 perform all duties incident to tile office of secretary, and such other duties as may from time to time be assigned by the board of
directors, the chairman of the board of directors or the president.
Section 5.11. Assistant Secretaries. In the absence or disability of the secretary, any assistant secretary may
perfomlall the duties of the secretary, and, when so acting, shall have all the powers 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 of directors, the chainnan of the board of directors, the president or the secretary.
Section 5.12. TIle Treasurer. The treasurer shall have or provide for the custody of the funds or other property of
the corporation; shall collect and receive or provide for the colIection 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 of directors may from time to time designate; shall, whenever so required by the board of directors, render an account showing all
transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from
- -'. time to time be asslgned by the board of directors, the chairman of the board of directors oi: the president.
Section 5.13. Assistant Treasurers. ]n the absence or disability of the treasurer, any assistant treasurer may
perform all the duties of the Ireasurer, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the
treasurer. The assistant treasurers shall perf ann such other duties as from time to time may be assigned to them, respectively, by the
board of directors, the chairman of the board of directors, the president or the treasurer.
Section 5.14. Salaries. The salary and other remuneration of the Executive Officers of the corporation shall be
fixed from time to time by the board of directors. The salaries and other remuneration of all other officers and employees shall be fixed
from time to time by the chainnan of the board of directors or by delegated authority pursuant to Section 5.03. No officer shall be
prevented fronl receiving such salary or other compensation by reason of the fact that the officer is also a director of the corporation.
Section 5. J 5. Liability of Officers. An officer of the corporation shall not be personally liable, as such, to the
corporation, for monetary damages, including, as such, to the corporation, for monetary damages, including, without limitation, any
judgment, amount paid in settlement, penalty, punitive damages or expense of any nature (including. without limitation, attorneys' fees
and disbursements)7 for any action taken, or any failure to take any action, unless the officer has breached or failed to perfonn the duties
of his or her office under the Articles, these Bylaws or applicable provisions of law and the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness. The provisions of this seetion shall not apply to the responsibility or liability of an officer,
as such, pursuant to any criminal statute or for the payment of taxes pursuant to local. ,state or federal law.
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SeClion 5.16. Conduct of Officers of the corporation shall be subject to the standards of conduct set
lorth in a Code of Ethics adopted by the corporation and to such additional standards of conduct applicable to such officers as shall be
provided by law at the time and shall comply fully with all applicable suitability requirements set forth in the executive, administrative,
judicial and/or legislative rules, regulations, laws and orders of any jurisdiction to which the corporation is then subject. In the absence
of a Code of Ethics adopted by the corporation, officers of the corporation shall be subject to the same standards of conduct, including
standards of care and loyalty and rights of justifiable reliance, as shall at thetimebe applicaQle of the corporation and to
such additional standards of conduct applicable to such officers as shall be provided by law at the time. If it is determined by an
applicable governmental authority that an officer does not satisfy the suitability requirements of the governmental 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 of directors.
ARTlCLEVI
Certificates of Stock, Transfer, Etc.
Section 6.01. Share Certificates.
(a) Fonn of Certificates. Certificates for shares of the corporation shall be in such fonn as approved by the
board of directors, and shall state that the cOlporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name
of the person to whom issued, and the number and class of shares and the designation of the series (if any) that the certificate
represents. Certificates for shares of the corporation shall set forth upon the face or back of the certificate (or shall state on the face or
back of tl,e 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 detennilled and the authority of the board of diiiCiors-fo-fix a-nd detennine the designations,
voting rights, preferences, limitations and special rights of the classes and series of shares of the corporation.
(b) Share Register. The share register or transfer books and blank share certificates shall be kept by the
secretary or by allY transfer agent or registrar designated by the board of directors for that purpose.
(c) Uncerriflcated Shares. Any or all classes and series of shares, or any palt thereof, shall be uncertificated
shares except that such a provision shall not apply to shares represented by a certificate until the certificate is surrendered to the
corporation. Within a reasonable time after the issuance or transfer of un certificated shares, the corporation shaH send to the registc-red
owner thereof a written notice containing the information required to be set forth or stated on certificates by Section 6.01(a). Except as
othelwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and
obligations of the holders of un certificated shares ofthe same class and series shall be identical.
Section 6.02. Issuance. TIle share certificates of the corporation shall be nwnbered and registered in the share
register or transfer books of the corporation as they are issued. They shall be executed in such manner as the board of directors shall
determine.
Section 6.03. Transfer. Transfers of shares shall be made on the share register or transfer books of the corporation
upon surrender of the certificate therefore. endorsed by the person named in the certificate or by an attorney lawfully constituted in
writing. No transfer shall be made inconsistent with the
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provisions of the Unifonn Commercial Code, 13 Pa.C.S. 810 llO! and its amendments and supplements.
Section 6.04. Record Holders of Shares. TIle corporation shall be entitled to treat the person in whose name any
share or shares of the corporation stand on the books of the corporation as the absolute owner thereof, and shall not be- bound to
recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person.
Section 6.05. Destroyed or Mutilated Certificates. The holder of any shares of the corporation shall
immediately notify the corporation when the shareholder has notice of any loss, destruction or mutilation of the certificate therefor. If
the corporation receives such notice prior to notice that the certificate at issue has been acquired by a protected purchaser. the
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 certificate or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or
destruction and, in either such instance, upon the deposit of an indenmity bond in such form and in such sum, and with such surety or
sureties, as the corporation may direct.
Section 7.01.
ARTICLE VII
Indemnification of Directors, Officers and
Other Authorized Representatives
of Indemnification.
(a) General Rule. The corporation shall indenmify an Indemnified Representative against any Liability incurred
in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason of the
fact that such person is or was serving in an Indemnified Capacity, including, without limitation, Liabilities resulting from any actual or
alleged breach or neglect of duty, eITor, misstatement or misleading statement, negligence, gross negligence or act giving rise to suict or
products liability, except:
(1) where such indemnification is expressly prohibited by applicable law;
(2) where the conduct of the Indemnified Representative has been fmally determined pursuant to
Section 7.06 or otherwise:
(i) to constitute willful misconduct or recklessness within the meaning of 15 Pa.e.S. 518
(b) and 1746(b) or any superseding provision oflaw sufficient in the circumstances to bar indemnification
against liabilities arising from the conduct; or
(ii) to be based upon or attributable to the receipt by the Indemnified Representative from tl,e
corporation of a personal benefit to which the Indemnified Representative is not legally entitled; or
(3) to the extent such indemnification has been fmally detemlined in a fmal adjudication pursuant to
Section 7.06 to be otherwise unlawful.
(b) Partial Payment. ff an Indemnified Representative is entitled to indemnification in respect of a 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 of the Liabilities.
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(c) Presumption. The termination ora Proceeding by judgment, order, settlement or conviction arupon a plea
of nolo contendere or its equivalent shall not of itself create a presumption that the Indemnified Representative is not entitled to
indemnificati on.
(d) Definitionji. For purposes of this At1icle VII:
(I) "Certifying Employee" means an employee of the corporation requested, as part ofthe
corporation's disclosure controls and procedures and in connection with the perfonnance of the employee's
responsibilities in service to the corporation, to provide to the corporation a certification or certifications to be used by
the corporation in connection with the preparation of its periodic reports under the Exchange Act;
(2) "Indemnified Capacity" means any and all past, present and future service by an Indenmified
Representative in one or more capacities as a director. officer, employee or agent of the corporation, or, at the request
of the corporation, as a director, officer: employee, agent, fiduciary or trustee 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 of the corporation,
Certifying Employees and any other person designated as an Indemnified Representative by the board of directors 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 trustee of another corporation, partnership, 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 of any nature (including,
without limitation, attorneys' fees and disbursements); and
(5) "Proceeding" means any threatened, pending or completed investigation, action, suit, appeal or
other proceeding of any nature. whether civil, criminal, administrative or investigative, whether formal or infonnal,
and whether brought by or in the right of the corporation, a class of its security holders or otherwise.
Section 7.02. Proceedings Initiated by Inden:mified Representatives. Notwithstanding any other provision of this
Article VII, the cO'1'oration 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 counterclaims or affinnative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification Wlless such initiation of or participation in the proceeding is authorized, either
before or after its commencement, by the affirmative vote ofa majority of the directors in office. This section does not apply to
reimbursement of expenses incurring in successfully prosecuting or defending an arbitration under Section 7.06 or otherwise
successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Article VII.
Section 7.03. Advancing Expenses. Except where such advance is expressly prohibited by applicable law, the
corporation shall pay the expenses (including atlorneys' fees and disbursements) incurred in good faith by an Indemnified
Representative in advance of the fmal disposition of a Proceeding described in Section 7.01 or the initiation of or participation in which
is authorized pursuant to Section 7.02 upon receipt of an undettaking by or on behalf of the Indemnified Representative to repay the
amount if it is ultimately detennined pursuant to Section 7.06 that such person is not entitled to be indemnified by the
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corporation pursuant to this Article VIT. The financial ability of an Indemnified Representative to repay an advance shall not be a
prerequisite to the making of such advance.
Section 7.04. Securing oflndemllification Obligations. To further effect, satisfy or secure the indenmification
obligations provided herein or otherwise, the corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest
in any assets or properties of the cOlporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs.
and upon such other tenns and conditions as the board of directors shall deem appropriate. Absent fraud, the detennination of the board
of directors with respect to such amounts, costs, tenns and conditions shall be conclusive against all security holders. officers and
directors and shall not be subject to voidability.
Section 7.05. Payment of Indemnification. An Indenmified Representative shall be entitled to indemnification
within 30 days after a written request for indemnification has been delivered to the secretary of the corporation:
Section 7.06. lndenmification Procedure.
(a) Notification of claim. An Indemnified Representative shall use such Indemnified Representative's best
efforts to notify promptly the secretary of the corporation of the commencement of any Proceeding or other occurrence of any event
which might give rise to a Liability under this Article VII, but, unless the corporation has been prejudiced thereby, the faHure so to
notify the corporation shall not relieve the corporation of any liability which it may have to the Indemnified Representative under this
Article VII or otherwise.
(b) Assumption of defense. The corporation shall be entitled, upon notice to any such Indemnified
Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative, Or a
majority of the Indenmified Representatives involved in such Proceeding ifthere be more than one. If the corporation notifies the
Indemnified Representative of its election to defend the Proceeding, the corporation shall have no liability for the expenses (including
attomcys' fees and disbursements) of the Indenmified Representative incurred in comlection with the defense of such Proceeding
subsequent to such notice, unless:
(1) such expenses (including attorneys' fees and disbursements) have been authorized by the
corporation,
(2) the corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified
Representative or Indenmified Representatives to assume the defense of such Proceeding, or
(3) it shall have been determined pursuant to Section 7.06(d) that the Indemnified Representative was
entitled to indemnification for such expenses under this Article VII or otherwise.
Notwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indenmified Representative's own
cost and expense to participate in the defense of such proceeding.
(c) Settlement by comoration. The corporation shall not be required to obtain the consent of the Indemnified
Representative to the settlement of any Proceeding which the corporation has undertaken to defend if the corporation assumes full and
sale responsibility for such settlement and the settlement grants the Indemnified Representative an unqua1ified release in respect of all
Liabilities at issue in the Proceeding. Whether or not the corporation has elected to asswne the defense of any Proceeding, no
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lndenmified Representative shall have any right to enter into any full or partial settlement of a 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 to any settlement to which the corporation has not so
(d) Arbitration. Any dispute related to the right to indemnification) contribution or advancement of expenses as
provided under this Article VII, except with respect to indemnification for liabilities arising under the Securities Act of 1933, as
amended, that the corporation has undertaken to submit to a court of adjudication, shall be decided only by arbitration in the county in
which the principal executive offices of the corporation are located at the time, in accordance with tile commercial arbitration rules then
in effect of the American ArbitrationAssociation (the "AAA Rules"), before a panel of three arbitrators (the "Panel"), one of whom
shall be selected by the corporation, the second of whom shall be selected by the Indemnified Representative and the third of whom
shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration
under the arbitration rules of the American Arbitration Association cannot be initiated, and if one of the parties fails or refuses to select
an arbitrator or the arbitrators selected by the corporation and the Indemnified Representative cannot agree on the selection of the third
arbitrator within 30 days after such time as the corporation and the Indemnified Representative have each been notified of the selection
of tlle other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction
in such county. The arbitration shall be conducted pursuant to the Federal Arbitration Act and such procedures as the parties subject to
such arbitration (each, a "Party") may agree, or, in the absence of or failing such agreement, pursuant to the AAA Rules.
Norwithstanding the foregoing: (1) each Party shall provide to the other, reasonably in advance of any hearing, copies of all documents
which a Party intends to presell! in such hearing; (2) each Party shall be allowed to conduct reasonable discovery through written
document requests and depositions, the nature and extent of which discovery shall be detenllined by the Parties; provided, however, that
if the Parties cannot agree on the tenns of such discovery, the nature and extent thereof shall be determined by the Panel which shall
take into account the needs of the 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 either Party
for each item of disagreement and may not impose an altemative resolution. TIle award shall be in writing and shaH specify tile factual
and legal basis for the award.
(e) Burden ofProo\. The party or parties challenging the right of an Indemnified Representative to the benefits
of this Article VII shall have the burden of proof.
(I) Exp.l'nses. The corporation may advance and shall reimburse an Indemnified Representative for the
expenses (including attmneys' fees and disbursements) incurred in sllccessfully prosecuting or defending such arbitration.
(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 applicable law in any court of competent jurisdiction, except that the corporation shall
be entitled to interpose as a defense in any such judicial enforcement proceeding any plior final judicial determination adverse to the
Indemnified Representative under Section 7.01(a)(2) in a Proceeding not directly involving indemnification under this Article VII. This
arbitration provision shall be specifically enforceable.
Seclioll 7.07. Contribution. If the indemnification provided for in this Atticle VII or otherwise is unavailable for
any reason in respect of any liability or portion thereof, the corporation shall contribute to the liabilities to which the Indemnified
Representative may be subject in such proportion as is appropriate to reflect the intent of this Article VII or otherwise.
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Section 7.08. Mandatory Indemnification of Directors. Officers and Indemnified Representatives. To the extent
that an authorized representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or
Proceeding to in Section 1741 or 1742 of the Business Corporation Law or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attomeys' fees and disbursements) actually and reasonably incurred by
such person in connection therewith.
Section 7.09. Contract Rights; Amendment or Repeal. All rights nuder this Article VII shall be deemed a contract
between the corporation and the Indemnified Representative pursuant to which the 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 rights or
obligations then existing.
Section 7.10. Scope of Article. The rights granted by this Article VII shall not be deemed exclusive of any other
rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement,
vote of shareholders or disinterested directors or otherwise, 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 !,'fanted pursuant 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 the benefit of the heirs, executors, administrators and personal representatives ofstlch a person.
Section 7.11. Reliance on Provisions. Each person who shall act as an Indemnified Representative of the
corporation shall be deemed to be doing so ill reliance upon the rights provided by this Article VII.
Section 7.12. Interpretation. The provisions of this Article VII are intended to constitute bylaws authorized by 15
Pa.C.S. 518 and 1746.
ARTICLE VIII
Miscellaneous
Section 8.01. Camorate Seal. The corporation shall have a corporate seal in the form ofa circle containing the
name of the corporation, the year of incorporation and such other details as may be approved by the board of directors. The affixation
of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the corporation of any instrument or
other document unless otherwise required by law.
Section 8.02. Checks. All checks, notes, bills of exchange or other similar orders in writing shall be signed by
such person or persons as the board of difec-tors or any person authorized by resolution of the board of directors may from time to time
designate.
Section 8.03. Contracts: Borrowing. Except as otherwise provided in the Business Corporation Law in the case of
transactions that require action by the shareholders, the board of directors may authorize any officer, agent or employee to enter into
any contract or to execute or deliver any instrument on behalf of the corporation. Such authority may be general or confined to specific
instances, and no officer or officers. agent or agents) employee or employees of the 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 of the authority so delegated.
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Section 8.04. Directors or Quorum.
(a) A contract or transaction between the corporation and one or more of its 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 that reason, or
solely because the director or officer is present at or participates in the meeting of the board of directors that authorizes the contract or
transaction, or solely because his, her or their votes are counted for that purpose, if:
(I) the material facts as to the relationship or interest and as to the contract or transaction are disclosed
or arc known to the board of directors and the board authorizes the contract or transaction by the affirmative votes of
a majority of the 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 contmct or transaction are
disclosed or are known to the shareholders entitled to vote thereon and the contract 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 time it is authorized, approved or
ratified by the board of directions or the shareholders.
(b) Quorum. Common or interested directors may be counted in de-tennining the presence ofa quorum at a
meeting of the board which authorizes a contract or transaction specified in Section 8.04(a).
Section 8.05. Deposits. All funds of the corporation shall be deposited from time to time to the credit ofthe
corporation in such banks, trust companies or other depositaries as the board of directors may approve or designate, and all such funds
shan be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from tinle to tinle
detennine.
Section 8,06.
(a) Required Records. The corporation shall keep complete and accurate books and records of account, minutes
of the proceedings of the incorporators, shareholders and directors and a share register giving the names and addresses of all
shareholders and the number and class of shares held by each. The share register shall be kept at either the registered office of the
corporation in the Commonwealth of Pennsylvania or at its principal place of business wherever situated or at the office of its registrar
or transfer agent. Any books, minutes or other records may be in written form or any other fOlm capable of being converted into
v.-Titien fann within a reasonable time.
(b) Right oflnspection. Every shareholdershall, upon written verified demand stating 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 of the proceedings of the 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
instance where an attorney or other agent is the person who seeks the right of inspection, the: demand shall be accompanied by. a verified
power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall
be directed to the corporation (i) at 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 the corporation.
23
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LIVEDGAR PENN NATIONAL GAMING INC; 8-K - EX-3.1 filed 11118/08 Page 25 of25
Sectioll B.07. Voting. Unless otherwise ordered by the board of directors, the cOlporation may cast (by consent or
at a meeting) the votes which the corporation may be entitled to cast as a shareholder, member, parmer or otherwise in any other
corporation, limited liability partnership or other entity any of whose shares or other securities are held by or for the
corporation by any of its 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 appointed its general or special proxy in which case
that person shall be entitled to vote the shares or other securities.
Section 8.08. Fisc'!LYear. The fiscal year of the corporation shall begin on the first day of January in each year.
Section 8.09. Amendment of Bylaws.
<a) ____ General Rule. Except as otherwise providedintheexpress.temlS of any series of the shares of the
corporation, the authority to adopt, amend and repeal these Bylaws of the corporation is hereby vested in the board of directors oflhe
corporation. These Bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a majority of the board of directors
of the corporation in office at any regular or special meeting of directors, including in circumstances otherwise reserved by statute
exclusively to the shareholders (except as otherwise provided in Section l504(b) of the Business Corporation Law), subject to the
power of the shareholders to change such action. Any bylaw adopted by the board of directors under this paragraph shall be consistent
with the Articles.
(b) Jlffective Date. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the
resolution effecting the change.
24
Ib GLOBAL SeCURITIEs mfOFlMATION
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Penn National Gaming Phase 2 Springfield Casino Proposal

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contains corporate organizational documents, formation documents and other confidential

b. The use as developed will not adversely affect the neighborhood.

impacts on the sewer infrastructure in Springfield, including the Springfield Regional

Site Plan Review

Highway Access Permit(s)

Surveillance Monitor Room Location & Access

Attend monthly meetings with the City or as required.

United Industrial, Service, Transportation, Professional and Government Workers of

Lockout Tag Out Typically maintenance workers and slot technicians

specific locations for temporary crosswalks

The requested documents are attached as Exhibit 7-c.

Attend and support Massachusetts minority business fairs organized by various

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