USES AND PURPOSES SET FORTH IN SECTION 2.02, ON
AND AFTER THE RESTATEMENT DATE BORROWERS MAY BORROW, REPAY AND REBORROW THE
AVAILABLE BORROWINGS UP TO THE MAXIMUM PERMITTED BALANCE FROM TIME TO TIME.
PROVIDED, HOWEVER, AMOUNTS OF FUNDED OUTSTANDINGS BEARING INTEREST WITH
REFERENCE TO A LIBO RATE SHALL BE SUBJECT TO BREAKAGE CHARGES INCIDENT TO
PREPAYMENT.
THE CREDIT FACILITY SHALL BE FOR A TERM COMMENCING ON THE
RESTATEMENT DATE AND TERMINATING ON THE MATURITY DATE, ON WHICH DATE THE ENTIRE
OUTSTANDING BALANCE OF THE CREDIT FACILITY SHALL BE FULLY PAID AND CREDIT
FACILITY TERMINATION SHALL OCCUR.
IN NO EVENT SHALL ANY LENDER
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BE LIABLE TO FUND ANY AMOUNTS UNDER THE CREDIT FACILITY IN EXCESS OF ITS
RESPECTIVE SYNDICATION INTEREST IN ANY BORROWING.
C.
BORROWERS MAY VOLUNTARILY PERMANENTLY REDUCE THE MAXIMUM
PERMITTED BALANCE FROM TIME TO TIME (A "VOLUNTARY PERMANENT REDUCTION") ON THE
FOLLOWING CONDITIONS:
(I)
THAT EACH SUCH VOLUNTARY PERMANENT REDUCTION BE IN THE MINIMUM
AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) AND MADE IN WRITING BY AN
AUTHORIZED OFFICER, EFFECTIVE ON THE FIFTH (5TH) BANKING BUSINESS DAY FOLLOWING
RECEIPT BY AGENT BANK;
(II)
THAT EACH SUCH VOLUNTARY PERMANENT REDUCTION SHALL BE IRREVOCABLE
AND A PERMANENT REDUCTION TO THE MAXIMUM PERMITTED BALANCE; AND
(III)
IN THE EVENT ANY VOLUNTARY PERMANENT REDUCTION REDUCES THE
MAXIMUM PERMITTED BALANCE TO LESS THAN THE SUM OF THE FUNDED OUTSTANDINGS, THE
BORROWERS SHALL IMMEDIATELY CAUSE THE FUNDED OUTSTANDINGS TO BE REDUCED BY SUCH
AMOUNT AS MAY BE NECESSARY TO CAUSE THE FUNDED OUTSTANDINGS TO BE EQUAL TO OR
LESS THAN THE MAXIMUM PERMITTED BALANCE.
Section 2.02.
Use of Proceeds of the Credit Facility.
Available
Borrowings shall be used for the purposes of:
A.
ON THE RESTATEMENT DATE (COLLECTIVELY THE "RESTATEMENT CLOSING
DISBURSEMENTS"):
(I)
CONTINUING THE OUTSTANDING PRINCIPAL BALANCE UNDER THE EXISTING
CREDIT FACILITY AS FUNDED OUTSTANDINGS UNDER THE CREDIT FACILITY; AND
(II)
PAYING IN FULL THE FEES DUE AGENT BANK AS SET FORTH IN THE FEE
SIDE LETTER, THE COSTS, FEES AND EXPENSES OF TITLE INSURANCE COMPANIES INCURRED
IN CONNECTION WITH THE ISSUANCE OF THE TITLE ENDORSEMENTS, THE COSTS, FEES AND
EXPENSES OF THE ATTORNEYS FOR BORROWERS AND THE COSTS, FEES AND EXPENSES OF
HENDERSON & MORGAN, LLC, ATTORNEYS FOR AGENT BANK, AND ASSOCIATE COUNSEL AND
INSURANCE CONSULTANTS RETAINED BY THEM INCURRED TO THE RESTATEMENT DATE.
B.
DURING THE REVOLVING CREDIT PERIOD:
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(I)
FUNDING WORKING CAPITAL NEEDS OF THE BORROWER CONSOLIDATION
RELATING TO THE HOTEL/CASINO FACILITIES;
(II)
FUNDING ONGOING CAPITAL EXPENDITURE REQUIREMENTS OF THE BORROWER
CONSOLIDATION RELATING TO THE HOTEL/CASINO FACILITIES; AND
(III)
FUNDING FOR OTHER GENERAL CORPORATE PURPOSES.
Section 2.03.
Notice of Borrowings.
A.
AN AUTHORIZED OFFICER MAY GIVE AGENT BANK, NO LATER THAN 9:00
A.M. ON ANY BANKING BUSINESS DAY AT AGENT BANK'S OFFICE SPECIFIED IN SECTION
2.07, THREE (3) FULL BANKING BUSINESS DAYS PRIOR WRITTEN NOTICE IN THE FORM OF
THE NOTICE OF BORROWING ("NOTICE OF BORROWING"), A COPY OF WHICH IS MARKED
"EXHIBIT B", AFFIXED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN AND MADE A
PART HEREOF, FOR