(4) investments in commercial paper maturing within 12 months from the date
of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moodys;
(5) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in
clause (2) and (3) above and entered into with a commercial bank described in clause (3) above; and
Investments in money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moodys and
(iii) have portfolio assets of at least $5,000,000,000.
Casino means any gaming establishment and other property
or assets directly ancillary thereto or used in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, marina, vessel, barge,
ship and equipment.
Change of Control means the occurrence of any of the following:
(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
transaction or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Restricted Subsidiaries taken as a whole, to any person (as such term is used in Section 13(d)(3) of
the Exchange Act) other than to a Permitted Holder,
(2) the adoption, or, if applicable, the approval of any requisite
percentage of the Companys stockholders of a plan relating to the liquidation or dissolution of the Company, or
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as defined above) other than a Permitted Holder becomes the beneficial owner (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), other than in connection with any transaction
or transactions in which the Company shall become the wholly owned Subsidiary of a parent company and, thereafter, the foregoing shall instead apply to such parent company.
Change of Control Time means the earlier of the public announcement of (1) a Change of Control or (2) (if
applicable) the Companys intention to effect a Change of Control.
Change of Control Triggering Event means both
a Change of Control and a Rating Decline; provided, however, that a Change of Control Triggering Event shall not be deemed to have occurred if (i) at the Change of Control Time the Notes have Investment Grade Status and
(ii) the Company effects a Legal Defeasance or Covenant Defeasance of the Notes prior to a Rating Decline.
Payments means payments by the Company to Holdco to enable Holdco to make Tax Distributions (as defined in the Holdco LLC Agreement as in effect on the Issue Date or as may be amended, modified or replaced from time so long as such
amendment, modification or replacement is not materially adverse to Holders of the Notes) to its members pursuant to Section 5.4 of the