THE COMPANY'S
OPERATING EXPENSES WITH RESPECT TO SOUTHWEST PROVIDED THAT SUCH OPERATING
EXPENSES OF THE COMPANY HAVE BEEN APPROVED IN ADVANCE BY THE BOARD, AND AFTER
THE OCCURRENCE OF THE CONSTRUCTION DATE, 70% OF THE COMPANY'S OPERATING EXPENSES
WITH RESPECT TO LOW AND 30% OF THE COMPANY'S OPERATING EXPENSES WITH RESPECT TO
SOUTHWEST, PROVIDED THAT THE AGGREGATE OPERATING EXPENSES OF THE COMPANY
(INCLUDING THOSE INCURRED PRIOR TO THE CONSTRUCTION DATE) CANNOT EXCEED
$110,000,000 UNLESS BOTH LOW AND SOUTHWEST HAVE GIVEN THEIR PRIOR WRITTEN
CONSENT TO SUCH INCREASE.
16.
CATCH-UP CONTRIBUTION - MEANS A CAPITAL
CONTRIBUTION TO BE MADE IN CASH BY LOW WITHOUT ANY FURTHER APPROVAL OR ACTION BY
THE BOARD OR MEMBERS, SUCH THAT LOW'S CUMULATIVE CAPITAL CONTRIBUTIONS TO THE
COMPANY IMMEDIATELY AFTER SUCH CATCH-UP CONTRIBUTION WILL TOTAL $4,213,030 IN
THE AGGREGATE.
17.
CODE - THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED FROM TIME TO TIME.
18.
COMPANY - SOUTHWEST MISSOURI GAMING, LLC, A
LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF THE STATE OF MISSOURI.
19.
COMPANY LIABILITY - ANY ENFORCEABLE DEBT OR
OBLIGATION FOR WHICH THE COMPANY IS LIABLE OR WHICH IS SECURED BY ANY COMPANY
PROPERTY.
20.
COMPANY PROPERTY - ANY PROPERTY OWNED BY THE
COMPANY.
21.
COMPETITIVE CASINOS - AMERISTAR KANSAS CITY,
AMERISTAR ST. CHARLES, ISLE OF CAPRI KANSAS CITY, ISLE OF CAPRI BOONVILLE,
ARGOSY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
22.
CONSTRUCTION DATE - THE DATE OF THE
DEFINITIVE AGREEMENT BETWEEN THE COMPANY AND A CONSTRUCTION COMPANY PERTAINING
TO THE CONSTRUCTION OF A RIVERBOAT GAMING FACILITY LOCATED IN ROCKAWAY BEACH,
MISSOURI IN CONNECTION WITH THE BUSINESS.
3
23.
COST OF FUNDS RATE - THE RATE OF INTEREST
EQUAL TO SOUTHWEST'S AVERAGE COST OF FUNDS FOR A GIVEN PERIOD.
24.
DISPOSITION (DISPOSE) - WITH RESPECT TO ANY
MEMBERSHIP INTEREST, MEANS ANY SALE, ASSIGNMENT, TRANSFER, EXCHANGE, MORTGAGE,
PLEDGE, GRANT, HYPOTHECATION, OR OTHER TRANSFER, ABSOLUTE OR AS SECURITY OR
ENCUMBRANCE (INCLUDING DISPOSITION BY OPERATION OF LAW).
25.
DISSOCIATION (DISSOCIATED) - ANY ACTION
WHICH CAUSES A PERSON TO CEASE TO BE A MEMBER AS DESCRIBED IN ARTICLE XI HEREOF.
26.
DISSOLUTION EVENT - AN EVENT, THE OCCURRENCE
OF WHICH WILL RESULT IN THE DISSOLUTION OF THE COMPANY UNDER ARTICLE XV, UNLESS
THE MEMBERS ELECT TO AVOID DISSOLUTION WHERE THE MEMBERS HAVE THE POWER TO SO
ELECT.
27.
DISTRIBUTION - A TRANSFER OF CASH OR OTHER
PROPERTY TO A MEMBER ON ACCOUNT OF A MEMBERSHIP INTEREST AS DESCRIBED IN
ARTICLE IX AND ARTICLE XV.
28.
EBITDA MARGIN - FOR THE DESIGNATED PERIOD,
(1) THE SUM OF AN ORGANIZATION'S (I) PRETAX EARNINGS FROM CONTINUING OPERATIONS,
(II) INTEREST EXPENSE AND (III) DEPRECIATION, DEPLETION, AND AMORTIZATION OF
TANGIBLE AND INTANGIBLE ASSETS (INCLUDING REAL PROPERTY LEASES AND ALL
CONTRACTUAL OBLIGATIONS TO THE CITY OF ROCKAWAY BEACH, MISSOURI AS THEY RELATE
TO THE COMPANY, AND ALL MANAGEMENT FEES, IF APPLICABLE), BEFORE (A) SPECIAL
EXTRAORDINARY GAINS, (B) MINORITY INTERESTS, AND (C) MISCELLANEOUS GAINS AND
LOSSES, (2) DIVIDED BY SUCH ORGANIZATION'S NET WIN FROM CASINO OPERATIONS, IN
EACH CASE COMPUTED AND CALCULATED IN ACCORDANCE