track wagering) as of September 1, 2006."
(C)
SECTION 11.2(I) OF THE SECURITY AGREEMENT IS HEREBY AMENDED BY
DELETING SUCH CLAUSE (I) IN ITS ENTIRETY.
SECTION 9.
AMENDMENTS TO CREDIT AGREEMENT, MORTGAGES AND SHIP
MORTGAGES.
FOR ALL PURPOSES OF THE CREDIT AGREEMENT, ANY MORTGAGE, ANY SHIP
MORTGAGE AND ANY OTHER CREDIT DOCUMENT, EACH AND ALL PROVISIONS IN SUCH
AGREEMENTS THAT REQUIRE THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER TO OBTAIN
OR MAINTAIN ANY WIND OR FLOOD DAMAGE INSURANCE ON ITS PROPERTIES SHALL BE DEEMED
TO BE QUALIFIED BY THE EXISTENCE AND AVAILABILITY, OF ANY SUCH INSURANCE ON
COMMERCIALLY REASONABLE TERMS (AS DETERMINED BY THE BORROWER IN GOOD FAITH AND,
TO THE EXTENT UNAVAILABLE ON COMMERCIALLY REASONABLE TERMS, AS DEMONSTRATED TO
THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE AGENT).
SECTION 10.
REPRESENTATIONS AND WARRANTIES.
EACH CREDIT PARTY
REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT AND TO EACH OF THE LENDERS
THAT:
4
(A)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH CREDIT
PARTY AND CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY THEREOF
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS GENERALLY AFFECTING CREDITORS' RIGHTS AND BY EQUITABLE
PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW).
(B)
AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND
WARRANTIES OF EACH CREDIT PARTY SET FORTH IN THE CREDIT DOCUMENTS ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE AMENDMENT EFFECTIVE DATE,
EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE (IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE).
(C)
IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 11.
OBLIGATIONS OF BORROWER.
THE BORROWER SHALL
REIMBURSE THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT FOR ALL COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT, INCLUDING THE FEES AND
EXPENSES OF COUNSEL TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.
SECTION 12.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE ON THE DATE (THE "AMENDMENT EFFECTIVE DATE") ON WHICH EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED:
(a)
The Administrative Agent (or its counsel) shall have received from
the Required Lenders, the Borrower, the Guarantors and the Collateral Agent, a
counterpart of this Amendment signed on behalf of such party;
(b)
All corporate and other proceedings taken or to be taken in
connection with this Amendment and all documents incidental thereto, whether or
not referred to herein, shall be reasonably satisfactory in form and substance
to the Administrative Agent;
(c)
The representations and warranties in Section 11 of this Amendment
shall be true and correct; and
(d)
the Borrower shall have receipt of approvals required for this
Amendment from any applicable Gaming Authority.
Upon satisfaction of the conditions precedent set forth above, the
Administrative Agent shall promptly notify the Borrower