ALL MATERIAL AGREEMENTS, COVENANTS, TERMS
AND CONDITIONS IMPOSED UPON, OR ASSUMED BY, MTRI AND ITS SUBSIDIARIES UNDER THE
SENIOR UNSECURED INDENTURE AND SENIOR UNSECURED NOTES.
B.
NO AMENDMENTS OR MODIFICATIONS SHALL BE MADE TO, NOR SHALL ANY
AGREEMENT BE MADE OR ENTERED OR ENTERED INTO TO AMEND OR MODIFY THE SENIOR
UNSECURED INDENTURE OR SENIOR UNSECURED NOTES WITHOUT THE PRIOR WRITTEN CONSENT
OF AGENT BANK, OR IF IN THE OPINION OF AGENT BANK SUCH AMENDMENT OR MODIFICATION
IS MATERIAL OR IN ANY MANNER ADVERSE TO THE BORROWER CONSOLIDATION, OR ANY OF
THEM OR THE LENDERS, WITHOUT THE PRIOR WRITTEN CONSENT OF REQUISITE LENDERS,
WHICH CONSENT OF AGENT BANK, OR REQUISITE LENDERS, AS APPLICABLE, SHALL NOT BE
UNREASONABLY WITHHELD.
SECTION 5.25.
PROHIBITION ON PREPAYMENT OR DEFEASANCE OF SENIOR
UNSECURED DEBT.
NOTWITHSTANDING ANYTHING CONTAINED IN THE CREDIT AGREEMENT TO
THE CONTRARY, NO MEMBER OF THE BORROWER CONSOLIDATION SHALL, EXCEPT WITH THE
PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS, PURCHASE, REDEEM, RETIRE OR
OTHERWISE ACQUIRE FOR VALUE, OR SET APART ANY MONEY FOR A SINKING, DEFEASANCE OR
OTHER ANALOGOUS FUND FOR, THE PURCHASE, REDEMPTION, RETIREMENT OR OTHER
ACQUISITION OF, OR MAKE ANY VOLUNTARY PAYMENT OR PREPAYMENT OF THE PRINCIPAL OF
OR INTEREST ON, OR ANY OTHER AMOUNT OWING IN RESPECT OF, THE SENIOR UNSECURED
NOTES, EXCEPT FOR (I) REGULARLY SCHEDULED PAYMENTS OF INTEREST IN RESPECT OF
SUCH SENIOR UNSECURED NOTES REQUIRED PURSUANT TO THE INSTRUMENTS EVIDENCING SUCH
SENIOR UNSECURED NOTES AND THE SENIOR UNSECURED INDENTURE, AND (II) THE
PRINCIPAL AMOUNT OF ANY REGULATORY REDEMPTION REQUIRED BY ANY GAMING AUTHORITY.
SECTION 5.26.
KEY MAN LIFE INSURANCE.
IN THE EVENT OF THE DEATH OF
ARNEAULT PRIOR TO CREDIT FACILITY TERMINATION, BORROWERS SHALL CAUSE A MANDATORY
COMMITMENT REDUCTION TO BE MADE TO THE CREDIT FACILITY IN THE AMOUNT OF FOUR
MILLION DOLLARS ($4,000,000.00), WHICH MANDATORY COMMITMENT REDUCTION SHALL BE
MADE ON OR BEFORE THE EARLIER TO OCCUR OF (A) RECEIPT BY MTRI OF THE PROCEEDS OF
THE KEY MAN LIFE INSURANCE REQUIRED TO BE MAINTAINED BY THE BORROWER
CONSOLIDATION UNDER SECTION 5.09; OR (B) ONE HUNDRED TWENTY (120) DAYS FOLLOWING
THE DEATH OF ARNEAULT.
SECTION 5.27.
COMPLIANCE WITH OTHER LOAN DOCUMENTS, EXECUTION OF
SUBSIDIARY GUARANTIES AND PLEDGE OF RESTRICTED SUBSIDIARY STOCK.
EACH MEMBER OF
THE BORROWER CONSOLIDATION SHALL COMPLY WITH EACH AND EVERY TERM, CONDITION AND
AGREEMENT CONTAINED IN THE LOAN DOCUMENTS TO WHICH THEY, OR ANY OF THEM, ARE A
PARTY.
BORROWERS SHALL NOTIFY AGENT BANK IN WRITING ON OR BEFORE TEN (10) DAYS
FOLLOWING THE CREATION THEREOF, OF EACH RESTRICTED SUBSIDIARY AND UNRESTRICTED
SUBSIDIARY, TOGETHER
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WITH A DESCRIPTION OF EACH NEW VENTURE OWNED OR TO BE ACQUIRED BY SUCH
RESTRICTED SUBSIDIARY OR UNRESTRICTED SUBSIDIARY.
BORROWERS SHALL FURTHER CAUSE
EACH RESTRICTED SUBSIDIARY CREATED OR OTHERWISE OCCURRING FROM TIME TO TIME
FOLLOWING THE RESTATEMENT DATE TO JOIN IN THE EXECUTION OF THE SUBSIDIARY
GUARANTY IN FAVOR OF AGENT BANK AND TO DELIVER THE ORIGINAL THEREOF, OR A DULY
EXECUTED CERTIFICATE OF JOINDER IN THE FORM ATTACHED TO THE SUBSIDIARY GUARANTY
AS EXHIBIT A, TO