PAYMENT OF DISPROPORTIONATE DISTRIBUTIONS TO
SOUTHWEST UNTIL LOW HAS MADE THE ENTIRE CATCH-UP CONTRIBUTION AS PROVIDED IN
ARTICLE IX, A MEMBER'S RIGHT TO RECEIVE DISTRIBUTIONS OF THE COMPANY'S ASSETS.
51.
PERSON - AN INDIVIDUAL, TRUST, ESTATE, OR
ANY INCORPORATED OR UNINCORPORATED ORGANIZATION PERMITTED TO BE A MEMBER OF A
LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE STATE OF MISSOURI.
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52.
PRE-DEVELOPMENT STAGE - THE PERIOD OF TIME
OCCURRING BETWEEN THE BALLOT INITIATIVE DATE AND THE CONSTRUCTION DATE WHEN THE
COMPANY WILL INCUR FEES AND EXPENSES RELATED TO ARCHITECTURAL SERVICES,
ENGINEERING SERVICES, ENVIRONMENTAL STUDIES, SERVICES RELATED TO CONSTRUCTION
PROFESSIONALS, PUBLIC RELATION SERVICES, CONSULTANT SERVICES, LEGAL SERVICES,
ACCOUNTING SERVICES, LAND ACQUISITION COSTS, TRAVEL AND ENTERTAINMENT.
53.
PRIME RATE - PRIME RATE SHALL MEAN THE
"PRIME RATE" AS PUBLISHED IN THE "MONEY RATES" SECTION OF THE WALL STREET
JOURNAL; HOWEVER, IF SUCH RATE IS, AT ANY TIME DURING THE TERM OF THIS
AGREEMENT, NO LONGER SO PUBLISHED, THE TERM "PRIME RATE" SHALL MEAN THE AVERAGE
OF THE PRIME INTEREST RATES WHICH ARE ANNOUNCED, FROM TIME TO TIME, BY THE THREE
(3) LARGEST BANKS (BY ASSETS) HEADQUARTERED IN THE UNITED STATES WHICH PUBLISH A
PRIME, BASE OR REFERENCE RATE, IN ANY CASE NOT TO EXCEED THE MAXIMUM RATE
PERMITTED BY LAW.
54.
PROPERTY - ANY PROPERTY REAL OR PERSONAL,
TANGIBLE OR INTANGIBLE, INCLUDING MONEY AND ANY LEGAL OR EQUITABLE INTEREST IN
SUCH PROPERTY, EXCLUDING SERVICES AND PROMISES TO PERFORM SERVICES IN THE
FUTURE.
55.
REGULATIONS - EXCEPT WHERE THE CONTEXT
INDICATES OTHERWISE, THE PERMANENT, TEMPORARY, PROPOSED, OR PROPOSED AND
TEMPORARY REGULATIONS OF THE U.S. TREASURY DEPARTMENT, PROMULGATED UNDER THE
CODE, AS SUCH REGULATIONS MAY BE LAWFULLY CHANGED FROM TIME TO TIME.
56.
ROCKAWAY AGREEMENTS - THE RIVERBOAT AT
ROCKAWAY BEACH AMENDED AND RESTATED TERM SHEET FOR DEVELOPMENT AGREEMENT DATED
MARCH 29, 2004 BETWEEN THE COMPANY AND THE CITY OF ROCKAWAY BEACH, MISSOURI, AS
AMENDED, AND THE FUNDING AGREEMENT DATED OCTOBER 22, 2002 BETWEEN SOUTHWEST
CASINO AND HOTEL CORP. AND THE CITY OF ROCKAWAY BEACH, MISSOURI, AS AMENDED BY
AN AMENDMENT TO FUNDING AGREEMENT DATED DECEMBER 31, 2002 AND AS ASSIGNED BY
SOUTHWEST CASINO AND HOTEL CORP. TO THE COMPANY PURSUANT TO AN ASSIGNMENT,
ASSUMPTION AND CONSENT AGREEMENT DATED MARCH 29, 2004 AMONG SOUTHWEST CASINO AND
HOTEL CORP., THE COMPANY AND THE CITY OF ROCKAWAY BEACH, MISSOURI.
57.
SOUTHWEST MANAGERS - HAS THE MEANING
ASSIGNED IN ARTICLE VII, SECTION 4.2.
58.
SOUTHWEST TASKS - THE TASKS THAT SOUTHWEST
HAS AGREED TO PERFORM AND COMPLETE IN CONNECTION WITH THE BUSINESS, WHICH SHALL
INCLUDE PLANNING, MANAGING AND IMPLEMENTING THE BALLOT INITIATIVE WITH REGARD TO
VOTER APPROVAL OF GAMING ACTIVITIES IN TANEY COUNTY, MISSOURI, MANAGING ALL SITE
ACQUISITION MATTERS AND ANY CORRESPONDING LAND DEVELOPMENT AND MAINTAINING THE
COMPANY'S ON-GOING RELATIONSHIP WITH THE CITY OF ROCKAWAY BEACH, MISSOURI.
59.
SUBSTITUTE MEMBER - AN ASSIGNEE WHO HAS BEEN
ADMITTED TO ALL OF THE RIGHTS OF MEMBERSHIP PURSUANT TO THE AGREEMENT.
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60.
SUITABLE PERSON - A PERSON LICENSABLE BY
EACH GAMING AUTHORITY HAVING JURISDICTION OVER THE