BY EACH
BORROWER FROM TIME TO TIME IN CONNECTION HEREWITH AND THE EXTENSIONS OF CREDIT
HEREUNDER), CERTIFIED AS OF THE AMENDMENT NO. 1 EFFECTIVE DATE AS COMPLETE AND
CORRECT COPIES THEREOF BY THE SECRETARY OR ASSISTANT SECRETARY OF EACH BORROWER;
(E)
THE REPRESENTATIONS AND WARRANTIES IN SECTION 3 OF THIS AMENDMENT
SHALL BE TRUE AND CORRECT AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN
OFFICER'S CERTIFICATE OF THE BORROWERS, DATED THE AMENDMENT NO. 1 EFFECTIVE
DATE, CERTIFYING TO THE EFFECT SET FORTH IN SECTIONS 3(B) AND 3(C) OF THIS
AMENDMENT;
(F)
THE BORROWERS AND THE ADMINISTRATIVE AGENT SHALL BE SATISFIED
THAT ALL APPROVALS REQUIRED FOR THIS AMENDMENT FROM ANY APPLICABLE GAMING BOARD
SHALL HAVE BEEN RECEIVED;
(G)
THE BORROWERS SHALL HAVE (I) RECEIVED A CASH EQUITY CONTRIBUTION
OF NOT LESS THAN $75,000,000 (THE "EQUITY CONTRIBUTION") ON TERMS ACCEPTABLE TO
THE ARRANGER AND THE ADMINISTRATIVE AGENT AND APPLIED THE PROCEEDS OF SUCH
EQUITY CONTRIBUTION TO REPAY $65,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE TERM
LOANS AND $10,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVOLVING LOANS AND
(II) APPLIED THE REMAINING BALANCE (APPROXIMATELY $16,000,000) IN THE
CONSTRUCTION RESERVE ACCOUNT TO REPAY THE TERM LOANS;
(H)
THE BORROWERS SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT
COPIES OF ALL DOCUMENTATION AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE
EVIDENCING OR RELATING TO THE EQUITY CONTRIBUTION;
(I)
THE BORROWERS SHALL HAVE OBTAINED AN AMENDMENT TO THE CREDIT
AGREEMENT GOVERNING THE FF&E FINANCING, WHICH AMENDMENT SHALL BE IN FULL FORCE
AND EFFECT ON THE AMENDMENT NO. 1 EFFECTIVE DATE ON TERMS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED WRITTEN DOCUMENTATION THEREOF;
(J)
A COPY OF, OR A CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE
POLICIES REQUIRED BY SECTION 6.07 AND THE APPLICABLE PROVISIONS OF THE
COLLATERAL DOCUMENTS, EACH OF WHICH SHALL BE ENDORSED OR OTHERWISE AMENDED TO
INCLUDE A "STANDARD" OR "NEW YORK"
18
LENDER'S LOSS PAYABLE OR MORTGAGEE ENDORSEMENT (AS APPLICABLE) AND SHALL NAME
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, AS ADDITIONAL
INSURED, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE LEGAL OPINION OF
(I) MUNGER, TOLLES AND OLSON LLP AND (II) CERTAIN LOCAL COUNSEL TO THE
BORROWERS, EACH DATED THE AMENDMENT NO. 1 EFFECTIVE DATE, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND EACH LENDER AND WITH RESPECT TO SUCH MATTERS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
Upon satisfaction of the conditions precedent set forth above, the
Administrative Agent shall promptly notify the Borrowers and the Lenders of its
determination that this Amendment has become effective, which determination
shall, absent manifest error, be conclusive and binding on the Borrowers and the
Lenders for all purposes.
Section 6.
Real Estate Matters.
With respect to each Mortgaged
Property, Borrowers shall cause to be delivered, or shall cause the applicable
Loan Party to cause to be delivered, to the Administrative Agent, on behalf of
the Secured Parties, the following:
(a)
with respect to each Mortgage, an amendment (the "Mortgage
Amendment") duly executed