until payment in full of all amounts payable by
Borrower hereunder (other than contingent indemnification obligations described
in Section 13.03(b) which are not yet due and payable and, in the case of any
L/C Liability, except to the extent cash or letters of credit have been provided
to L/C Lender to collateralize to the reasonable satisfaction of L/C Lender the
aggregate amount of all such L/C Liabilities) (and each Credit Party covenants
and agrees that it will cause its Restricted Subsidiaries to observe and perform
the covenants herein set forth applicable to any such Restricted Subsidiary):
SECTION 10.01.
Indebtedness.
Borrower and its Restricted Subsidiaries will
not incur any Indebtedness, except:
(A)
INDEBTEDNESS INCURRED PURSUANT TO THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS;
(B)
INDEBTEDNESS OUTSTANDING ON THE CLOSING DATE
AND LISTED ON SCHEDULE 8.20, AND ANY PERMITTED REFINANCINGS THEREOF;
(C)
(I) INDEBTEDNESS UNDER INTEREST RATE
PROTECTION AGREEMENTS ENTERED INTO IN COMPLIANCE WITH SECTION 9.10;
(II) INDEBTEDNESS UNDER ANY OTHER INTEREST RATE PROTECTION AGREEMENTS, PROVIDED
THAT (X) SUCH INTEREST RATE PROTECTION AGREEMENTS RELATE TO PAYMENT OBLIGATIONS
ON INDEBTEDNESS OTHERWISE PERMITTED TO BE INCURRED BY THE CREDIT DOCUMENTS,
(Y) THE NOTIONAL PRINCIPAL AMOUNT OF SUCH INTEREST RATE PROTECTION AGREEMENTS AT
THE TIME INCURRED DOES NOT EXCEED THE PRINCIPAL AMOUNT OF THE INDEBTEDNESS TO
WHICH SUCH INTEREST RATE PROTECTION AGREEMENTS RELATE AND (Z) THE ENTERING INTO
OF SUCH INTEREST RATE PROTECTION AGREEMENTS ARE BONA FIDE HEDGING ACTIVITIES AND
ARE NOT FOR SPECULATIVE PURPOSES; AND (III) INDEBTEDNESS UNDER ANY OTHER SWAP
CONTRACTS (OTHER THAN INTEREST RATE PROTECTION AGREEMENTS) SO LONG AS SUCH OTHER
SWAP CONTRACTS ARE UNSECURED AND THE ENTERING INTO OF SUCH OTHER SWAP CONTRACTS
ARE BONA FIDE HEDGING ACTIVITIES AND ARE NOT FOR SPECULATIVE PURPOSES;
(D)
INTERCOMPANY INDEBTEDNESS OF BORROWER AND
THE RESTRICTED SUBSIDIARIES OUTSTANDING TO THE EXTENT PERMITTED BY
SECTION 10.04(E);
(E)
IN ADDITION TO ANY INDEBTEDNESS PERMITTED
BY THE PRECEDING SECTION 10.01(D), INDEBTEDNESS OF ANY RESTRICTED SUBSIDIARY TO
BORROWER OR ANOTHER RESTRICTED SUBSIDIARY OR OF BORROWER TO A RESTRICTED
SUBSIDIARY CONSTITUTING THE PURCHASE PRICE IN RESPECT OF
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intercompany transfers of goods and services made in the ordinary course of
business to the extent not constituting Indebtedness for borrowed money;
(F)
INDEBTEDNESS IN RESPECT OF WORKERS'
COMPENSATION CLAIMS, SELF-INSURANCE OBLIGATIONS, PERFORMANCE BONDS, SURETY
APPEAL OR SIMILAR BONDS, COMPLETION GUARANTEES AND TRADE-RELATED LETTERS OF
CREDIT PROVIDED BY BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES IN THE
ORDINARY COURSE OF ITS BUSINESS (INCLUDING TO SUPPORT BORROWER'S OR ANY OF ITS
RESTRICTED SUBSIDIARIES' APPLICATIONS FOR GAMING LICENSES);
(G)
INDEBTEDNESS ARISING FROM THE HONORING BY A
BANK OR OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT
DRAWN AGAINST INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED,
HOWEVER, THAT SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN FIVE BUSINESS DAYS OF ITS
INCURRENCE;
(H)
INDEBTEDNESS (OTHER THAN INDEBTEDNESS
REFERRED TO IN SECTION 10.01(B)) IN RESPECT OF PURCHASE MONEY OBLIGATIONS AND
CAPITAL LEASE OBLIGATIONS AND REFINANCINGS OR RENEWALS THEREOF, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING, $100.0 MILLION;
(I)
INDEBTEDNESS