Moodys means Moodys Investors Services, Inc., and any successor to
its rating agency business.
Native American Investments means any Investment made pursuant to any management,
construction, development, support or similar agreement by and between the Company or any of its Subsidiaries or Affiliates and a Native American Tribe or instrumentality thereof.
Native American Subsidiary means each Subsidiary of the Company that is engaged exclusively in the business of managing,
constructing, developing, servicing, and otherwise supporting gaming, lodging and other related businesses under the auspices of a Native American tribe, band or other forms of government and does not own any interest in any principal property of
the Company or any Equity Interests in any Person that is not itself a Native American Subsidiary.
Net Cash Proceeds
means with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents received by any Obligor from such Asset
Sale, net of:
(1) reasonable out-of-pocket expenses, fees and other direct costs relating to such Asset Sale (including,
without limitation, brokerage, legal, accounting and investment banking fees and sales commissions),
(2) taxes, or tax
distributions, paid or payable after taking into account any reduction in tax liability due to available tax credits or deductions and any tax sharing arrangements,
(3) repayment of Indebtedness (other than any intercompany Indebtedness) that is required by the terms thereof to be repaid or
pledged as cash collateral, or the holders of which otherwise have a contractual claim that is legally superior to any claim of the holders (including a restriction on transfer) to the proceeds of the subject assets, in connection with such Asset
(4) appropriate amounts to be provided by any applicable Obligor, as a reserve, in accordance with GAAP, against
any liabilities associated with such Asset Sale and retained by any applicable Obligor including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale and any reserve for adjustment to the sale price received in such Asset Sale for so long as such reserve is held.
New Property means, with respect to any period, any new hotel and/or casino and related amenities (as opposed to any
expansion to existing properties) owned or managed by the Company or its Restricted Subsidiaries and opened for business to the public during such period.
New Property EBITDA means, with respect to any New Property for any period, the amount for such period of Consolidated
EBITDA of such New Property (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to the Person that
owns such New Property and its applicable Subsidiaries), all as determined on a consolidated basis for such New Property; provided that, for any period, if the New Property was not opened on the first day of such period, then the New Property
EBITDA for such period shall be equal to (i) the actual Consolidated EBITDA for such New Property during such period as determined above, divided by (ii) the number of days during such period from and after the opening of such New
Property, times (iii) the total number of days in such period.