SCHEDULE 6.2, THE EXECUTION, DELIVERY AND PERFORMANCE OF THE CASINO
LEASE BY MERGER SUB DOES NOT AND, UPON CONSUMMATION OF THE ACQUISITION, THE
ASSUMPTION BY THE SURVIVING CORPORATION (AS DEFINED IN THE MERGER AGREEMENT) OF
THE OBLIGATIONS OF MERGER SUB THEREUNDER, SHALL NOT (I) CONFLICT WITH ANY OF THE
PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS OF MERGER SUB OR THE SURVIVING
CORPORATION, AS APPLICABLE, (II) CONFLICT WITH, RESULT IN A BREACH OF THE TERMS,
CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER (WHETHER WITH OR
WITHOUT THE PASSAGE OF TIME, THE GIVING OF NOTICE OR BOTH) ANY AGREEMENT,
CONTRACT OR INSTRUMENT TO WHICH MERGER SUB OR THE SURVIVING CORPORATION, AS
APPLICABLE IS BOUND, (III) RESULT IN THE CREATION OF ANY LIEN OR ENCUMBRANCE
UPON MERGER SUB'S OR THE SURVIVING CORPORATION'S EQUITY INTERESTS OR ASSETS, AS
APPLICABLE, OR ANY EQUITY INTERESTS OR ASSETS THAT COMPRISE PART OF THE ACQUIRED
ASSETS, OTHER THAN AS CONTEMPLATED HEREIN OR BY THE CREDIT FACILITY COMMITMENT
LETTER, (IV) RESULT IN A VIOLATION OF ANY LAW, STATUTE, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE TO WHICH MERGER SUB OR THE SURVIVING CORPORATION IS SUBJECT
OR (V) REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR OTHER ACTION
BY OR NOTICE OR DECLARATION TO, OR FILING WITH, ANY THIRD PARTY OR ANY
GOVERNMENTAL BODY.
6.7.
BROKERAGE.
EXCEPT AS SET FORTH ON SCHEDULE 6.7, THERE ARE NO
CLAIMS FOR BROKERAGE COMMISSIONS, FINDERS' FEES OR SIMILAR COMPENSATION IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED ON ANY
ARRANGEMENT OR AGREEMENT MADE BY OR ON BEHALF OF ANY OF THE MORGANS PARTIES.
6.8.
INVESTMENT REPRESENTATION.
MORGANS IS MAKING THE MORGANS INITIAL
CAPITAL COMMITMENT FOR ITS OWN ACCOUNT WITH THE PRESENT INTENTION OF HOLDING ITS
INTERESTS IN HOLDINGS FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY PUBLIC DISTRIBUTION OF SUCH INTERESTS IN VIOLATION OF ANY
FEDERAL OR STATE SECURITIES LAWS.
MORGANS IS AN "ACCREDITED INVESTOR" AS
DEFINED IN REGULATION D PROMULGATED BY THE SECURITIES ACT.
MORGANS ACKNOWLEDGES
THAT IT IS INFORMED AS TO THE RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
OF OWNERSHIP OF INTERESTS IN HOLDINGS.
MORGANS ACKNOWLEDGES THAT THE INTERESTS
IN HOLDINGS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE OR
FOREIGN SECURITIES LAWS AND THAT SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED,
OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS
14
PURSUANT TO THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ARE REGISTERED UNDER ANY APPLICABLE STATE OR FOREIGN
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
6.9.
CREDIT FACILITY COMMITMENT LETTER.
AS OF THE DATE HEREOF, MORGANS
HAS DELIVERED TO DLJMB A TRUE AND CORRECT COPY OF THE CREDIT FACILITY COMMITMENT
LETTER PURSUANT TO WHICH COLUMN HAS AGREED TO AN AGGREGATE PRINCIPAL AMOUNT OF
DEBT FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
ACQUISITION AGREEMENTS (TOGETHER WITH