Development Project EBITDA means, in the event of any opening of any business
representing a Development Project occurs during a period, the Consolidated EBITDA attributable to such Development Project (as determined by the Company); provided that, for any period, if the business representing a Development Project was not
opened on the first day of such period, then the Development Project EBITDA for such period shall be equal to (i) the actual Consolidated EBITDA for such business representing a Development Project during such period as determined above,
divided by (ii) the number of days during such period from and after the opening of the business representing a Development Project, times (iii) the total number of days in such period.
Disqualified Capital Stock means any Capital Stock which by its terms (or by the terms of any security into which it is, by
its terms, convertible or for which it is, by its terms, exchangeable at the option of the holder thereof), or upon the happening of any specified event (other than a Change of Control), is required to be redeemed or is redeemable (at the option of
the holder thereof) at any time prior to the earlier of the repayment of all Notes or the stated maturity of the Notes or is exchangeable at the sole option of the holder (except upon a Change of Control) thereof for Indebtedness at any time prior
to the earlier of the repayment of all Notes or the stated maturity of the Notes.
Domestic Restricted Subsidiary means
any Restricted Subsidiary that is a Person organized under the laws of the United States or any state thereof or the District of Columbia.
Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).
Equity Offering means any public or
private sale of Qualified Capital Stock.
Euroclear means Euroclear Bank, S.A./N.V., or its successor, as operator of
the Euroclear system.
Event of Default means the occurrence of any of the events described in Section 6.01 hereof
after giving effect to any applicable grace periods or notice requirements.
Excess Cash means the cash and Cash
Equivalents of the Company and its Restricted Subsidiaries, less $90 million; provided, however, that in the event that Excess Cash is less than zero, Excess Cash shall be deemed to be zero.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
Expansion Capital Expenditures means any capital expenditure by the Company or any of its Restricted
Subsidiaries in respect of the purchase or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that, in the Companys reasonable determination, adds to or significantly improves (or is
reasonably expected to add to or significantly improve) the property of the Company and its Restricted Subsidiaries, excluding any such capital expenditures financed with Net Cash Proceeds of an Asset Sale and excluding capital expenditures made in
the ordinary course made to maintain, repair, restore or refurbish the property of the Company and its Restricted Subsidiaries in its then existing state or to support the continuation of such Persons day to day operations as then conducted.