LIABILITY FOR THE
OF SUCH PERSON BUT ONLY TO THE EXTENT OF SUCH PERSON'S INTEREST IN SUCH GENERAL
PARTNERSHIP OR JOINT VENTURE.
(O)
"INTEREST EXPENSE" MEANS, WITH RESPECT TO THE COMPANY FOR ANY
PERIOD, THE AGGREGATE INTEREST EXPENSE OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES DURING SUCH PERIOD DETERMINED ON A CONSOLIDATED BASIS, AND SHALL IN
ANY EVENT INCLUDE, WITHOUT LIMITATION, (I) THE AMORTIZATION OF DEBT DISCOUNTS,
(II) THE AMORTIZATION OF ALL FEES PAYABLE IN CONNECTION WITH THE INCURRENCE OF
INDEBTEDNESS TO THE EXTENT INCLUDED IN INTEREST EXPENSE AND (III) THE PORTION OF
ANY OBLIGATIONS IN RESPECT OF CAPITAL LEASES ALLOCABLE TO INTEREST EXPENSE
(RECOGNIZING THAT, IN ANY EVENT, NO PORTION OF "DEBT SERVICE" OR "RETURN ON
EQUITY" UNDER THE ENERGY SERVICE AGREEMENT SHALL BE TREATED AS INTEREST EXPENSE
ON CAPITAL LEASE OBLIGATIONS, REGARDLESS OF GAAP, BUT INSTEAD SHALL BE TREATED
AS A COMPONENT OF EBITDA AS SET FORTH IN THE DEFINITION OF EBITDA).
(P)
"LIQUIDITY EVENT" SHALL MEAN THE OCCURRENCE OF ANY ONE OF THE
FOLLOWING EVENTS:
(I) A QUALIFIED PUBLIC OFFERING OF THE COMPANY OR OPBIZ OR
(II) A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF EITHER OPBIZ (OR ANY
SUCCESSOR) OR THE PREMISES (EITHER BEFORE OR AFTER THE RENOVATION THEREOF INTO
THE PLANET HOLLYWOOD RESORT & CASINO) TO ANY PERSON THAT IS NOT AN AFFILIATE OF
THE COMPANY OR OF BH/RE, L.L.C.
(Q)
"MARKET PRICE" OF ANY SECURITY, AS OF ANY DATE, MEANS THE VALUE
DETERMINED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
26
(I)
IF SUCH SECURITY IS LISTED ON A NATIONAL SECURITIES EXCHANGE
REGISTERED UNDER THE EXCHANGE ACT, A PRICE EQUAL TO THE CLOSING SALES PRICE FOR
SUCH SECURITY ON SUCH EXCHANGE ON SUCH DATE; OR
(II)
IF NOT SO LISTED, AND SUCH SECURITY IS QUOTED ON NASDAQ, A PRICE
EQUAL TO THE CLOSING BID AND ASKED PRICES FOR SUCH SECURITY QUOTED ON SUCH
SYSTEM ON SUCH DATE.
(R)
"MECCA OPTIONS"
MEANS OPTIONS TO PURCHASE EQUITY INTERESTS IN
THE COMPANY THAT WILL REPRESENT AN INDIRECT 3% INTEREST IN THE FULLY-DILUTED
EQUITY INTERESTS OF OPBIZ THAT WILL BE GRANTED TO MICHAEL V. MECCA, THE CEO OF
OPBIZ.
(S)
"NET DEBT" SHALL MEAN (A) INDEBTEDNESS OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES LESS (B) UNRESTRICTED CASH BALANCES OF THE COMPANY AND
ITS CONSOLIDATED SUBSIDIARIES.
(T)
"NET INCOME" MEANS WITH RESPECT TO THE COMPANY FOR ANY PERIOD,
THE CONSOLIDATED NET INCOME (OR NET LOSS) OF THE COMPANY AND ITS SUBSIDIARIES
FOR SUCH PERIOD BUT EXCLUDING ANY EXTRAORDINARY GAINS OR LOSSES OR ANY GAINS OR
LOSSES FROM THE SALE OR DISPOSITION OF ASSETS OTHER THAN IN THE ORDINARY COURSE
OF BUSINESS, ALL COMPUTED AND CALCULATED IN ACCORDANCE WITH GAAP.
FOR THE
AVOIDANCE OF DOUBT, NET INCOME WILL INCLUDE THE DISTRIBUTIONS RECEIVED BY THE
COMPANY IN RESPECT OF ITS INTEREST IN THE TIME SHARE ENTITY BUT WILL NOT INCLUDE
ANY NET INCOME OR NET LOSS OF THE TIME SHARE ENTITY.
(U)
"OPBIZ" SHALL MEAN OPBIZ, L.L.C.
(V)
"PERMITTED INDEBTEDNESS" MEANS (A) INDEBTEDNESS INCURRED IN
CONNECTION WITH THE