refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness, all accrued or accumulated dividends on the Disqualified Stock or preferred stock, and the amount of
all penalties, fees, expenses, costs, discounts and premiums incurred in connection therewith and any original issue discount or debt issuance costs with respect thereto);
(2) other than in connection with a refinancing of the Notes (including any redemption or repurchase) that is financed with
Indebtedness under a Credit Facility, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness, Disqualified Stock or preferred stock being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;
(3) to the extent the Permitted Refinancing Indebtedness refinances (a) Indebtedness that is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the
Indebtedness being refinanced or (b) Disqualified Stock or preferred stock, such Permitted Refinancing Indebtedness is Disqualified Stock or preferred stock, as applicable; and
(4) if the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is unsecured, such Permitted
Refinancing Indebtedness is unsecured;
provided
,
however
, that, unless otherwise permitted by the Indenture, Permitted Refinancing
Indebtedness shall not include Indebtedness of the Issuer or any Restricted Subsidiary that refinances debt of a Subsidiary that is not a Guarantor.
Permitted Vessel Liens
means maritime Liens on ships, barges or other vessels for damages arising out of a maritime tort,
wages of a stevedore, when employed directly by a person listed in 46 U.S.C. Section 31341, crews wages, salvage and general average, whether now existing or hereafter arising and other maritime Liens which arise by operation of law
during normal operations of such ships, barges or other vessels
Person
means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
Pre-Opening
Expenses
means, with respect to any fiscal period, the amount of
expenses (including Fixed Charges) incurred with respect to capital projects which are classified as
pre-opening
expenses on the applicable financial statements of the Issuer and its Restricted
Subsidiaries for such period, prepared in accordance with GAAP.
Presque Isle Downs
means the Gaming Facilities owned,
leased, operated or used by the Company or its Restricted Subsidiaries in Erie, Pennsylvania.
Principals
means
(a) Gene R. Carano, Gregg R. Carano, Gary L. Carano, Cindy L. Carano and Glenn T. Carano, (b) their respective spouses, (c) their respective descendants and any member of their respective immediate families, including in each
case stepchildren and family members by adoption, (d) their heirs at law and their estates and the beneficiaries thereof, (e) any charitable foundation created by any of them, and (f) any trust, corporation, limited liability company,
partnership or other entity, the beneficiaries, stockholders, members, general partners, owners or Persons Beneficially Owning a majority of the interests of which consist of any one or more of the Persons referred to in the immediately preceding
clauses (a) through (e).
Pro Forma Cost Savings
means the amount of cost savings, operating expense reductions
and synergies projected by Issuer in good faith to be realized as a result of specified actions taken or with respect to which steps have been initiated (in the good faith determination of Issuer) during the Issuers most recently ended four
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