SGRI
SHALL FULLY PERFORM AND COMPLY WITH OR CAUSE TO BE PERFORMED AND COMPLIED WITH
ALL OF THE RESPECTIVE MATERIAL COVENANTS, MATERIAL TERMS AND MATERIAL CONDITIONS
IMPOSED OR ASSUMED BY IT UNDER EACH OF THE SGRI LOAN DOCUMENTS.
SGRI SHALL NOT
AMEND, MODIFY OR TERMINATE, OR ENTER INTO ANY AGREEMENT TO AMEND, MODIFY OR
TERMINATE ANY OF THE SGRI LOAN DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF
REQUISITE LENDERS.
SECTION 5.24.
COMPLIANCE WITH AND RESTRICTION ON
AMENDMENT OF SENIOR UNSECURED INDENTURE AND SENIOR UNSECURED NOTES.
A.
UNTIL CREDIT FACILITY TERMINATION,
BORROWERS SHALL FULLY PERFORM AND COMPLY AND CAUSE COMPLIANCE WITH 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.
96
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