ADVANCE BORROWINGS IN THE
PROPORTIONATE AMOUNT OF ITS SYNDICATION INTEREST IN THE CREDIT FACILITY OF ANY
UNREIMBURSED AMOUNTS OUTSTANDING UNDER ANY LETTER OF CREDIT PURSUANT HERETO IS
SEVERAL, AND NOT JOINT OR JOINT AND SEVERAL.
THE FAILURE OF ANY LENDER TO
PERFORM ITS OBLIGATION TO ADVANCE A BORROWING IN A PROPORTIONATE AMOUNT OF SUCH
LENDER'S SYNDICATION INTEREST OF ANY UNREIMBURSED AMOUNTS OUTSTANDING UNDER A
LETTER OF CREDIT WILL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION HEREUNDER
TO ADVANCE SUCH BORROWING IN THE AMOUNT OF SUCH OTHER LENDER'S PROPORTIONATE
SYNDICATION INTEREST OF SUCH AMOUNT, NOR RELIEVE THE LENDER WHICH HAS FAILED TO
FUND OF ITS OBLIGATION TO FUND HEREUNDER.
THE BORROWERS AGREE TO ACCEPT THE
BORROWINGS FOR PAYMENT OF LETTERS OF CREDIT AS PROVIDED HEREINABOVE, WHETHER OR
NOT SUCH BORROWINGS COULD HAVE BEEN MADE PURSUANT TO THE TERMS OF ARTICLE III B
OR ANY OTHER SECTION OF THE CREDIT AGREEMENT.
D.
LETTERS OF CREDIT SHALL BE USED AND ISSUED FOR THE BENEFIT OF
BORROWERS FOR THE GENERAL CORPORATE PURPOSES OF BORROWERS RELATING TO THE
HOTEL/CASINO FACILITIES OR ANY NEW VENTURE.
ARTICLE III
CONDITIONS PRECEDENT TO THE RESTATEMENT DATE
A.
Restatement Closing Conditions.
The obligation of each of the
Banks to fund any Restatement Closing Disbursement under the Credit Facility is
subject to the following conditions precedent, each of which shall be satisfied
on or before December 28, 2005 (unless all of the Banks, in their sole and
absolute discretion, shall agree otherwise).
The occurrence of the Restatement
Date is subject to and contingent upon Agent Bank having received, in each case
in form and substance reasonably satisfactory to Agent Bank, or in the case of
an occurrence, action or event, the occurrence of, each of the following:
SECTION 3.01.
CREDIT AGREEMENT.
EXECUTED COUNTERPARTS OF THIS CREDIT
AGREEMENT IN SUFFICIENT DUPLICATE ORIGINALS FOR BORROWERS AND EACH OF THE BANKS.
SECTION 3.02.
THE NOTES.
A.
ON OR BEFORE THE RESTATEMENT DATE, THE REVOLVING CREDIT NOTE DULY
EXECUTED BY THE BORROWERS IN FAVOR OF AGENT BANK SHALL BE DELIVERED TO AGENT
BANK.
68
B.
ON OR BEFORE THE RESTATEMENT DATE, THE SWINGLINE NOTE DULY
EXECUTED BY THE BORROWERS IN FAVOR OF SWINGLINE LENDER SHALL BE DELIVERED TO
SWINGLINE LENDER.
SECTION 3.03.
SECURITY DOCUMENTATION.
THE SECURITY DOCUMENT AMENDMENTS
DULY EXECUTED BY EACH OF THE APPLICABLE BORROWERS OR OTHER PARTIES THERETO,
CONSISTING OF THE FOLLOWING:
A.
FIRST AMENDMENT TO MPI DEED OF TRUST;
B.
FIRST AMENDMENT TO SGLVI DEED OF TRUST;
C.
FIRST AMENDMENT TO SDI MORTGAGE; AND
D.
TRADEMARK SECURITY AGREEMENT.
SECTION 3.04.
OTHER LOAN DOCUMENTS.
THE FOLLOWING LOAN DOCUMENTS DULY
EXECUTED BY EACH OF THE APPLICABLE BORROWERS AND ANY OTHER APPLICABLE PARTY
THERETO, CONSISTING OF THE FOLLOWING SHALL BE DELIVERED OR CAUSED TO BE
DELIVERED TO AGENT BANK ON OR BEFORE THE RESTATEMENT DATE:
a.
Environmental Certificate.
SECTION 3.05.
ARTICLES OF INCORPORATION, BYLAWS, CORPORATE RESOLUTIONS,
CERTIFICATES OF GOOD STANDING AND CLOSING CERTIFICATE.
ON OR BEFORE THE
RESTATEMENT DATE, AGENT BANK SHALL HAVE RECEIVED FROM EACH OF THE BORROWERS:
(I) A CERTIFICATE OF