Common use of Expansion Capital Expenditures Clause in Contracts

Expansion Capital Expenditures. Borrower and its Restricted Subsidiaries may make Expansion Capital Expenditures for: (i) The Cape GirardeauBettendorf Gaming Facilities in an aggregate amount not to exceed $150,000,00090,000,000 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; (ii) The Nemacolin Gaming Facilities in an aggregate amount not to exceed $65,000,000 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; and (iii) Any purpose (including the purposes described in subsections 7.8(A)(i) through (ii), in an aggregate amount from and after the ClosingFourth Amendment Effective Date not to exceed $250,000,000 plus an amount equal to any unused amounts described in subsections 7.8(A)(i) through (ii) plus the aggregate amount of Net Equity Proceeds not applied to make Investments pursuant to subsection 7.3(x) (the “Maximum Expansion Capital Expenditures Amount”) provided, that so long as (A) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 5.00 to 1.00 after giving pro forma effect to any proposed Expansion Capital Expenditures and all other Expansion Capital Expenditures, Investments and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make other Expansion Capital Expenditures in an additional aggregate amount not to exceed $250,000,000 and (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 4.00 to 1.00 after giving pro forma effect to any proposed Expansion Capital Expenditures and all other Expansion Capital Expenditures, Investments and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make additional Expansion Capital Expenditures without regard to any dollar limitation; provided, further, that Expansion Capital Expenditures made pursuant to this subsection 7.8A(iiiii) shall be deemed applied first against the Maximum Expansion Capital Expenditures Amount, second against the allowance provided in clause (A) above and third against the allowance provided in clause (B) above but in no event shall any Expansion Capital Expenditures, once made in accordance with this subsection 7.8A(iiiii), later be deemed to create an Event of Default under this subsection 7.8A(iiiii) as a result of a change in the Consolidated Total Leverage Ratio that causes the allowances provided for in either clause (A) or (B) above to no longer be available; provided further that any amounts available pursuant to this subsection 7.8A(iiiii) may be used for the purpose described in subsection 7.8A(i) and (ii) notwithstanding that the maximum amount of Expansion Capital Expenditures set forth in such subsection is exceeded solely by such use.

Expansion Capital Expenditures. Borrower and its Restricted Subsidiaries may make Expansion Capital Expenditures for: (i) The Cape GirardeauBettendorf Girardeau Gaming Facilities in an aggregate amount not to exceed $150,000,00090,000,000 150,000,000 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Closing Date; (ii) The Nemacolin Gaming Facilities in an aggregate amount not to exceed $65,000,000 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Closing Date; and (iii) Any purpose (including the purposes described in subsections 7.8(A)(i) through (ii), in an aggregate amount from and after the ClosingFourth Amendment Effective Closing Date not to exceed $250,000,000 plus an amount equal to any unused amounts described in subsections 7.8(A)(i) through (ii) plus the aggregate amount of Net Equity Proceeds not applied to make Investments pursuant to subsection 7.3(x) (the “Maximum Expansion Capital Expenditures Amount”) provided, that so long as (A) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 5.00 to 1.00 after giving pro forma effect to any proposed Expansion Capital Expenditures and all other Expansion Capital Expenditures, Investments and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make other Expansion Capital Expenditures in an additional aggregate amount not to exceed $250,000,000 and (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 4.00 to 1.00 after giving pro forma effect to any proposed Expansion Capital Expenditures and all other Expansion Capital Expenditures, Investments and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make additional Expansion Capital Expenditures without regard to any dollar limitation; provided, further, that Expansion Capital Expenditures made pursuant to this subsection 7.8A(iiiii7.8A(ii) shall be deemed applied first against the Maximum Expansion Capital Expenditures Amount, second against the allowance provided in clause (A) above and third against the allowance provided in clause (B) above but in no event shall any Expansion Capital Expenditures, once made in accordance with this subsection 7.8A(iiiii7.8A(ii), later be deemed to create an Event of Default under this subsection 7.8A(iiiii7.8A(ii) as a result of a change in the Consolidated Total Leverage Ratio that causes the allowances provided for in either clause (A) or (B) above to no longer be available; provided further that any amounts available pursuant to this subsection 7.8A(iiiii7.8A(ii) may be used for the purpose described in subsection 7.8A(i) and (ii) notwithstanding that the maximum amount of Expansion Capital Expenditures set forth in such subsection is exceeded solely by such use.

Expansion Capital Expenditures. Borrower and its Restricted Subsidiaries ------------------------------ may make Expansion Capital Expenditures for: (i) The Cape GirardeauBettendorf Existing Gaming Facilities in an aggregate amount not to exceed $150,000,00090,000,000 (150,000,000, less any such amounts applied pursuant used to increase the Maximum Expansion Capital Expenditures Amount in accordance with subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; (ii) The Nemacolin upgrade of the slot machines at existing Gaming Facilities in an aggregate amount not to exceed $65,000,000 (50,000,000, less any such amounts applied pursuant used to increase the Maximum Expansion Capital Expenditures Amount in accordance with subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; and; (iii) Any purpose (including the purposes described in subsections 7.8(A)(i) through (ii)other purpose, in an aggregate amount from and after the ClosingFourth Amendment Effective Date not to exceed $250,000,000 plus an amount equal to any unused amounts described in subsections 7.8(A)(i) through (ii) plus the aggregate amount of Net Equity Proceeds not applied to make Investments pursuant to subsection 7.3(x) (the “Maximum Expansion Capital Expenditures Amount”) provided, that so long as (A) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 5.00 to 1.00 after giving pro forma effect to any proposed Expansion Capital Expenditures and all other Expansion Capital Expenditures, Investments and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make other Expansion Capital Expenditures in an additional aggregate amount not to exceed $250,000,000 and 50,000,000 in each Fiscal Year (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 4.00 to 1.00 after giving pro forma effect to any proposed "Maximum Expansion Capital Expenditures and all other Amount"); provided that: (a) the Maximum Expansion Capital Expenditures-------- Expenditures Amount for any Fiscal Year after Fiscal Year 2002 may be increased by an amount equal to the excess, Investments and Restricted Junior Payments made since such date (assuming such if any, of the Maximum Expansion Capital ExpendituresExpenditures Amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Expansion Capital Expenditures for such previous Fiscal Year, Investments up to a maximum increase of $20,000,000 in any Fiscal Year; and Restricted Junior Payments(b) for any Fiscal Year or Fiscal Years after Fiscal Year 2002, and any Loans or other Indebtedness incurred in connection therewith, were made on Borrower may elect to increase the last date of Maximum Expansion Capital Expenditures Amount for such Fiscal Quarter), then Year or Fiscal Years by an amount (the "Carryover Amount") equal to the sum of 50% of the unused availability in subsections 7.8A(i) and 7.8A(ii) by delivering an Officer's Certificate to Administrative Agent (x) stating that Borrower and its Restricted Subsidiaries may make additional Expansion Capital Expenditures without regard have elected not to any dollar limitation; provideduse the amounts set forth in subsections 7.8A(i) and 7.8A(ii), further, that Expansion Capital Expenditures made pursuant (y) demonstrating the calculation of the increase to this subsection 7.8A(iiiii) shall be deemed applied first against the Maximum Expansion Capital Expenditures AmountAmount for such Fiscal Year or Fiscal Years, second against such calculation to be reasonably satisfactory to Administrative Agent, and (z) requesting that such increase be added to the allowance provided in clause (A) above and third against Maximum Capital Expenditures Amount for the allowance provided in clause (B) above but in no event shall any Expansion Capital Expenditures, once made in accordance with this subsection 7.8A(iiiii), later be deemed to create an Event of Default under this subsection 7.8A(iiiii) as a result of a change in the Consolidated Total Leverage Ratio that causes the allowances provided for in either clause (A) next succeeding Fiscal Year or (B) above to no longer be availableFiscal Years; provided further that -------- ------- after Borrower delivers such Officer's Certificate to Administrative Agent and determines the aggregate increase to the Maximum Expansion Capital Expenditures Amount for such Fiscal Year or Fiscal Years, Borrower may not reallocate, reapply or otherwise use such carryover amount for any amounts available pursuant to this subsection 7.8A(iiiii) may be used for of the purpose Expansion Capital Expenditures described in subsection 7.8A(i) and (ii) notwithstanding that the maximum amount of Expansion Capital Expenditures set forth in such subsection is exceeded solely by such use.or 7.8A(ii); and

Expansion Capital Expenditures. Borrower and its Restricted Subsidiaries may make Expansion Capital Expenditures for: (ia) The Cape GirardeauBettendorf Gaming Facilities in an aggregate amount not On or prior to exceed $150,000,00090,000,000 October 2, 2022 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; (ii) The Nemacolin Gaming Facilities in an aggregate amount not to exceed $65,000,000 (less any such amounts applied pursuant to subsection 7.8A(iii)) from and after the ClosingFourth Amendment Effective Date; and (iii) Any purpose (including the purposes described in subsections 7.8(A)(i) through (ii), in an aggregate amount from and after the ClosingFourth Amendment Effective Date not to exceed $250,000,000 plus an amount equal to any unused amounts described in subsections 7.8(A)(i) through (ii) plus the aggregate amount of Net Equity Proceeds not applied to make Investments pursuant to subsection 7.3(x) (the “Maximum Expansion Capital Expenditures Amount”) provided, that so long as (A) the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 5.00 third fiscal quarter of the 2022 fiscal year of the Parent), the Credit Parties and their Subsidiaries shall be permitted to 1.00 after giving pro forma effect make, or become legally obligated to any proposed make, Expansion Capital Expenditures so long as (x) no Default or Event of Default shall have occurred and all other Expansion Capital Expendituresbe continuing at such time or would result therefrom; (y) on a Pro Forma Basis after giving effect thereto, Investments Liquidity shall be greater than $30,000,000 and Restricted Junior Payments made since such date (assuming such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on z)(i) the last date amount of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make other Expansion Capital Expenditures in an additional aggregate amount made by the Credit Parties and their Subsidiaries during the fourth fiscal quarter of the 2021 fiscal year of the Parent shall not to exceed $250,000,000 18,000,000; (ii) the amount of Expansion Capital Expenditures made by the Credit Parties and their Subsidiaries during the first fiscal quarter of the 2022 fiscal year of the Parent shall not exceed $10,000,000; (iii) the amount of Expansion Capital Expenditures made by the Credit Parties and their Subsidiaries during the second fiscal quarter of the 2022 fiscal year of the Parent shall not exceed $12,000,000 and (Biv) the Consolidated Total Leverage Ratio as amount of Expansion Capital Expenditures made by the Credit Parties and their Subsidiaries during the third fiscal quarter of the 2022 fiscal year of the Parent shall not exceed $15,000,000; provided that any amount permitted to be expended pursuant to clause (z) that is not actually expended during the applicable fiscal quarter may be carried forward and expended during the immediately succeeding fiscal quarter. (b) After October 2, 2022 (the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered is less than 4.00 third fiscal quarter of the 2022 fiscal year of the Parent), the Credit Parties and their Subsidiaries shall be permitted to 1.00 after giving pro forma effect make, or become legally obligated to any proposed make, Expansion Capital Expenditures so long as (x) no Default or Event of Default shall have occurred and all be continuing at such time or would result therefrom and (y) on a Pro Forma Basis after giving effect thereto, (i) Liquidity shall be greater than $30,000,000 and (ii) the Lease Adjusted Leverage Ratio shall be less than or equal to 5.00 to 1.00. (c) Commencing with the fiscal period ending on November 28, 2021, concurrently with the delivery of the monthly financial statements referred to in Section 5.1(e), the Credit Parties shall deliver to the Administrative Agent and the Lenders a report indicating the estimated amount (other than with respect to capitalized labor costs) of Expansion Capital ExpendituresExpenditures made by the Credit Parties during the fiscal monthly period most recently ended, Investments and Restricted Junior Payments made since such date (assuming along with a reasonably detailed description of the purpose or type of such Expansion Capital Expenditures, Investments and Restricted Junior Payments, and any Loans or other Indebtedness incurred in connection therewith, were made on the last date of such Fiscal Quarter), then Borrower and its Restricted Subsidiaries may make additional Expansion Capital Expenditures without regard to any dollar limitation; provided, further, that Expansion Capital Expenditures made pursuant to this subsection 7.8A(iiiii) shall be deemed applied first against the Maximum Expansion Capital Expenditures Amount, second against the allowance provided in clause (A) above and third against the allowance provided in clause (B) above but in no event shall any Expansion Capital Expenditures, once made in accordance with this subsection 7.8A(iiiii), later be deemed to create an Event of Default under this subsection 7.8A(iiiii) as a result of a change in the Consolidated Total Leverage Ratio that causes the allowances provided for in either clause (A) or (B) above to no longer be available; provided further that any amounts available pursuant to this subsection 7.8A(iiiii) may be used for the purpose described in subsection 7.8A(i) and (ii) notwithstanding that the maximum amount of Expansion Capital Expenditures set forth in such subsection is exceeded solely by such use.