LEVERAGE RATIO IN EXCESS OF 1.75 TO 1.00 AS OF THE END OF ANY FISCAL QUARTER
DETERMINED WITH RESPECT TO SUCH FISCAL QUARTER AND THE MOST RECENTLY ENDED THREE
(3) PRECEDING FISCAL QUARTERS, AT WHICH TIME THE LIMITATIONS SET FORTH IN
(A) AND (B) ABOVE SHALL BE REINSTATED IN ALL RESPECTS.
DURING ANY PERIOD DURING
WHICH THE LIMITATIONS SET FORTH IN (A) AND (B) ABOVE ARE SUSPENDED,
DISTRIBUTIONS, INCLUDING SHARE REPURCHASES, MAY BE MADE WITHOUT LIMITATION SO
LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND REMAINS CONTINUING AND
SO LONG AS AT LEAST THIRTY (30) CALENDAR DAYS PRIOR TO THE FUNDING OF EACH
PROPOSED DISTRIBUTION AN AUTHORIZED OFFICER CERTIFIES TO AGENT BANK IN WRITING
THAT EACH SUCH DISTRIBUTION WILL NOT RESULT IN A VIOLATION OF THE FIXED CHARGE
COVERAGE RATIO (X) AT THE END OF THE FISCAL QUARTER DURING WHICH SUCH
DISTRIBUTION IS MADE, AND (Y) EITHER (1) AT THE END OF THE NEXT ENSUING FISCAL
QUARTER, OR (2) AS OF THE END OF EACH FISCAL QUARTER REMAINING DURING THE FISCAL
YEAR DURING WHICH SUCH DISTRIBUTION IS MADE, WHICHEVER PERIOD IS LONGER FROM THE
DATE OF SUCH DISTRIBUTION.
SECTION 6.07.
LIMITATION ON INDEBTEDNESS.
THE BORROWER AND MCRI, ON A
COMBINED BASIS, SHALL NOT OWE OR INCUR ANY INDEBTEDNESS, EXCEPT AS SPECIFICALLY
PERMITTED HEREINBELOW:
(A)
AGGREGATE OUTSTANDINGS UNDER THE CREDIT FACILITY;
(B)
SECURED INTEREST RATE HEDGES UP TO THE AGGREGATE AMOUNT OF THE
AGGREGATE COMMITMENT AT ANY TIME OUTSTANDING;
(C)
INCURRENCE OF SECURED PURCHASE MONEY INDEBTEDNESS AND CAPITAL LEASE
LIABILITIES RELATING TO FF&E TO BE USED IN CONNECTION WITH THE HOTEL/CASINO
FACILITY NOT IN EXCESS OF THE AGGREGATE AMOUNT OF FIVE MILLION DOLLARS
($5,000,000.00) AT ANY TIME OUTSTANDING;
(D)
UNSECURED INDEBTEDNESS, NOT IN EXCESS OF SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($7,500,000.00) AT ANY TIME OUTSTANDING, THAT IS NOT SUBJECT TO
FINANCIAL AND OTHER COVENANTS AND EVENTS OF DEFAULT MORE ONEROUS OR RESTRICTIVE
ON BORROWER AND GUARANTOR THAN THE TERMS AND PROVISIONS OF THIS CREDIT
AGREEMENT;
(E)
INDEBTEDNESS THAT IS EVIDENCED BY A PERMITTED ENCUMBRANCE;
(F)
UNSECURED TRADE PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS
LESS THAN ONE HUNDRED TWENTY (120) DAYS PAST DUE, EXCEPT SUCH TRADE PAYABLES, IF
ANY, AS ARE BEING CONTESTED IN GOOD FAITH BY THE BORROWER BY APPROPRIATE
92
PROCEEDINGS AND FOR WHICH THE BORROWER HAS MAINTAINED ADEQUATE RESERVE FOR THE
PAYMENT THEREOF;
(G)
CONTINGENT LIABILITIES TO THE EXTENT PERMITTED UNDER SECTION 6.12;
AND
(H)
OTHER INDEBTEDNESS (OTHER THAN THE COMMITMENT INCREASES) THAT MAY BE
INCURRED BY THE BORROWER AND/OR MCRI SO LONG AS: (I) SUCH INDEBTEDNESS IS
UNSECURED, (II) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND REMAINS
CONTINUING OR WOULD RESULT FROM THE INCURRENCE OF SUCH INDEBTEDNESS, AND
(III) ONE HUNDRED PERCENT (100%) OF THE NET CASH PROCEEDS, AFTER PAYMENT OF THE
COSTS AND EXPENSES OF INCURRING SUCH INDEBTEDNESS, IS USED TO MAKE A MANDATORY
COMMITMENT REDUCTION TO THE AGGREGATE COMMITMENT HEREUNDER.
SECTION 6.08.
TOTAL LIENS.
THE BORROWER SHALL NOT DIRECTLY OR
INDIRECTLY, CREATE, INCUR, ASSUME OR PERMIT TO EXIST