STOCK PURCHASE AGREEMENT) AS OF DECEMBER 31,
2005 AND AUDITED STATEMENTS OF INCOME, CASH FLOWS AND EQUITY FOR THE YEAR THEN
ENDED AT LEAST 15 DAYS PRIOR TO THE CLOSING DATE; AND (B) AN UNAUDITED COMBINED
BALANCE SHEET OF THE ACQUIRED COMPANIES AND THEIR SUBSIDIARIES (EXCLUDING THE
"EXCLUDED SUBSIDIARIES" AS DEFINED IN THE
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STOCK PURCHASE AGREEMENT) AS OF EACH QUARTER ENDING AT LEAST 45 DAYS PRIOR TO
THE CLOSING DATE, TOGETHER WITH THE RELATED UNAUDITED STATEMENTS OF INCOME, CASH
FLOWS AND EQUITY; AND (C) AND PRO FORMA COMBINED FINANCIAL STATEMENTS OF THE
BORROWER AND ITS SUBSIDIARIES AFTER GIVING EFFECT TO THE TRANSACTION AS OF THE
DATES, AND FOR THE PERIODS, SET FORTH IN CLAUSE (B) ABOVE; AND (D) FORECASTS
PREPARED BY MANAGEMENT OF THE BORROWER, EACH IN FORM SATISFACTORY TO THE
LENDERS, OF BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW STATEMENTS FOR
(I) EACH FISCAL QUARTER FOR THE FIRST YEAR FOLLOWING THE CLOSING DATE AND (II)
FOR EACH YEAR THEREAFTER.
(L)
EACH OF THE FACILITIES SHALL HAVE RECEIVED RATINGS FROM MOODY'S
INVESTORS SERVICE, INC. AND STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL
COMPANIES, INC., AT LEAST 20 DAYS PRIOR TO THE CLOSING DATE.
(M)
THE BORROWER SHALL HAVE DEPOSITED $50.0 MILLION IN A CASH
COLLATERAL ACCOUNT FOR THE PURPOSE OF CASH COLLATERALIZING THE LICENSING FEE
L/C.
(N)
THE BORROWER SHALL HAVE RECEIVED NOT LESS THAN $70.0 MILLION CASH
PROCEEDS FROM THE ADVANCE OF THE SECOND LIEN LOANS.
(O)
A COMPLETE INFORMATION MEMORANDUM SHALL HAVE BEEN PROVIDED FOR USE
IN SYNDICATING THE FACILITIES AT LEAST 30 DAYS PRIOR TO THE CLOSING DATE.
(P)
ALL CONTRACTS, SUBCONTRACTS AND LEASE AGREEMENTS RELATED TO (X)
ROAD IMPROVEMENT COST RELATED TO THE TEMPORARY CASINO AND (Y) A "SPRUNG
STRUCTURE" TO HOUSE THE TEMPORARY CASINO (THE "CONSTRUCTION CONTRACTS"), SHALL
NOT COLLECTIVELY EXCEED AN AGGREGATE AMOUNT OF $39.6 MILLION, AND IN EACH CASE
SHALL BE ON TERMS REASONABLY SATISFACTORY TO THE ARRANGERS AND THE
ADMINISTRATIVE AGENT.
(Q)
THE TERMS OF THE CONSTRUCTION RESERVE, THE BUDGET, THE TIMETABLE
AND THE PLANS AND SPECIFICATIONS (THE COLLECTIVELY, "CONSTRUCTION PLANS") WITH
RESPECT TO THE TEMPORARY CASINO AND RELATED ROAD IMPROVEMENTS SHALL BE
REASONABLY SATISFACTORY TO THE CONSTRUCTION CONSULTANT, THE ARRANGERS AND THE
ADMINISTRATIVE AGENT.
Without limiting the generality of the provisions of Section 9.04, for purposes
of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.
4.02.
Conditions to All Credit Extensions. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Loans to the other Type, or a continuation of
Eurodollar Rate Loans) is subject to the following conditions