AND
RELATED EQUIPMENT FOR THE PERMANENT MEADOWS CASINO AND (D) OTHER EXPANSION
CAPITAL EXPENDITURES IN AN AGGREGATE AMOUNT NOT TO EXCEED $15,000,000 FROM THE
AMENDMENT NO. 1 EFFECTIVE DATE THROUGH THE MATURITY DATE."
(GG)
ARTICLE VII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING A
NEW SECTION 7.16 AS FOLLOWS:
13
"7.16
CASH MANAGEMENT.
HOLD CASH (EXCLUDING CAGE CASH) OR INVESTMENTS OF
THE TYPE DESCRIBED IN SECTION 7.02(A) (OTHER THAN PERMITTED AUCTION RATE
SECURITIES) IN AN AMOUNT IN EXCESS OF $15,000,000 FOR ANY PERIOD OF FIVE
(5) CONSECUTIVE BUSINESS DAYS (OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENT
MAY AGREE) DURING ANY TIME THAT REVOLVING LOANS OR SWING LINE LOANS ARE
OUTSTANDING.
ANY AMOUNT OF CASH AND/OR SUCH INVESTMENTS IN EXCESS OF
$15,000,000 HELD BY THE BORROWERS OR ANY RESTRICTED SUBSIDIARY FOR GREATER THAN
FIVE (5) CONSECUTIVE BUSINESS DAYS (OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE
AGENT MAY AGREE) SHALL BE APPLIED TO REPAY REVOLVING LOANS AND/OR CASH
COLLATERALIZE LETTERS OF CREDIT IN ACCORDANCE WITH SECTION 2.07(F)."
(HH)
SECTION 8.03 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
(I) INSERTING THE TEXT ", SUBJECT TO THE PROVISIONS OF SECTIONS 2.14 AND 2.16,"
IMMEDIATELY AFTER THE WORD "SHALL" AND IMMEDIATELY BEFORE THE WORD "BE" IN THE
FIRST SENTENCE OF SUCH SECTION AND (II) INSERTING THE TEXT "TO THE EXTENT NOT
OTHERWISE CASH COLLATERALIZED BY THE BORROWERS PURSUANT TO SECTIONS 2.03 AND
2.14" IMMEDIATELY BEFORE THE SEMICOLON AT THE END OF CLAUSE FIFTH OF SUCH
SECTION.
(II)
SECTION 8.04 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING SUCH SECTION IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
8.04
EQUITY CURE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
SECTION 8.01 OR ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT THAT CCR
FAILS TO COMPLY (OR BELIEVES IT MAY FAIL TO COMPLY) WITH ANY FINANCIAL COVENANT
CONTAINED IN SECTION 7.11, CCR SHALL HAVE THE RIGHT ON ONE OR MORE OCCASIONS
FROM THE AMENDMENT NO. 1 EFFECTIVE DATE UNTIL THE TERM LOAN MATURITY DATE,
INCLUDING DURING THE APPLICABLE MEASUREMENT PERIOD THROUGH AND INCLUDING THE
10TH BUSINESS DAY AFTER THE DELIVERY OF A NOTICE OF ISSUANCE OF PERMITTED CURE
SECURITIES, TO ISSUE PERMITTED CURE SECURITIES FOR CASH IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000 (COLLECTIVELY, THE "CURE RIGHT"), THE
NET CASH PROCEEDS OF WHICH SHALL BE APPLIED IN ACCORDANCE WITH
SECTION 2.07(B)(H), AND UPON THE LATER OF (A) THE APPLICATION BY CCR OF SUCH NET
CASH PROCEEDS AND (B) THE END OF THE RELEVANT MEASUREMENT PERIOD, SUCH FINANCIAL
COVENANT SHALL BE CALCULATED OR RECALCULATED, AS THE CASE MAY BE, GIVING EFFECT
TO THE FOLLOWING:
(i)
Consolidated EBITDA shall be increased, as provided in the
definition thereof, solely for the purpose of measuring compliance with the
financial covenants in Section 7.11 and will not be applied for any other
purpose under this Agreement, including but not limited to other provisions
hereof that are based upon the Consolidated Total Leverage Ratio in effect from
time to time, by an amount not