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OR Use the operators OR orto broaden your search when you'd like either of multiple terms to appear in results. The unaudited pro forma condensed combined financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what ERI's actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based.

The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of MTR as of the date of the completion of the mergers. Accordingly, the final acquisition accounting adjustments may differ materially from the unaudited pro forma adjustments reflected in this document.

The opinion of MTR's financial advisor contains certain limitations and qualifications. MTR has not obtained, and did not request, an updated opinion from its financial advisor as of the date of this document.

Changes in the operations and prospects of MTR or Eldorado, general market and economic conditions and other factors that may be beyond the control of MTR or Eldorado, and on which MTR's financial advisor's opinion was based, may significantly alter the value of MTR or Eldorado, the trading price of MTR common stock by the time the mergers are completed or the future price at which ERI's common stock trades. MTR's board of directors' recommendation that MTR stockholders vote "FOR" adoption of the merger agreement, however, is made as of the date of this document.

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The unaudited prospective financial information of Eldorado, Silver Legacy and MTR is based on various assumptions that may not prove to be correct. Neither MTR nor Eldorado know whether the assumptions they each made will prove correct. Any or all of such information may turn out to be Multiway Casino Journal Awards Daily.

Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond the control of either MTR or Eldorado. As a result of these contingencies, actual future results may vary materially from the estimates of MTR and Aus Casino Zaidimai Su Lektuvais, respectively.

In view of these uncertainties, the inclusion of certain unaudited prospective financial. The unaudited prospective financial information presented herein was prepared solely for internal use and not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body.

Further, any forward-looking statement speaks only as of the date on which it is made. However, none of MTR, Eldorado or ERI undertakes any obligation to update the unaudited prospective financial information herein to reflect events or circumstances after the date such unaudited prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Neither report extends to the unaudited prospective financial information and should be read to do so. The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price and by agreeing to certain provisions in the merger agreement that allegedly make it less likely that other bidders would make successful competing offers for MTR, and that the directors breached their fiduciary duties by providing stockholders with allegedly deficient disclosures about the proposed transaction.

The outcome of any such legal proceeding is inherently uncertain and the defense or settlement of any lawsuit or claim may have a material adverse effect on ERI's business, financial condition or results of operations.

MTR and Eldorado will incur substantial transaction-related costs in connection with the mergers. MTR and Eldorado have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the mergers, combining the operations of the two companies and achieving desired synergies.

These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and Multiway Casino Journal Awards Daily advisors, severance and benefit costs, filing fees and printing costs.

Additional unanticipated costs may be incurred in the integration of the businesses of MTR and Eldorado. These costs may be higher than expected and could have a material adverse effect on MTR's and Eldorado's financial conditions and operating results.

There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset these and other incremental transaction-related costs over time.

Thus, any net benefit may not be achieved in the near term, the long term or at all. ERI will have significant indebtedness.

The credit facility and notes of Eldorado are secured by substantially all assets of Eldorado. The credit facility and notes of Silver Legacy are secured by substantially all assets of Silver Legacy.

This indebtedness may have important negative consequences for ERI, including: ERI's ability to make payments of the principal and interest on and refinance its indebtedness will depend on its future performance, its ability to generate cash flow and market conditions, each of which is subject to economic, financial, competitive and other factors beyond its control.

ERI's business may be unable to continue to generate cash flow from operations sufficient to service its debt and make necessary capital expenditures.

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If ERI is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, undertaking additional borrowings or issuing additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The failure to comply with the terms of its indebtedness could result in an event of default which, if not cured or waived, could have a material negative effect on ERI.

ERI's ability to refinance all or a portion of its indebtedness will depend on the capital markets, the credit markets and its financial condition at such time.

ERI may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in increased financing costs or a default on its debt obligations. Eldorado's, MTR's and Silver Legacy's indentures contain, and their future debt agreements may contain, covenants that could significantly restrict our operations.

The agreements governing the indebtedness of Eldorado, MTR and Silver Legacy contain, and any of Multiway Casino Journal Awards Daily future debt agreements might contain, numerous covenants imposing financial and operating restrictions on our business. These restrictions might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities.

These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things: Eldorado's, MTR's and Silver Legacy's credit facilities also include certain financial and other covenants, including maintaining certain total leverage and earnings to fixed charge ratios as well as restrictions on capital expenditures.

Our ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond our control. If they fail to comply with a financial covenant or other restriction contained in the agreements governing their indebtedness, an event of default could occur. An event of default could result in acceleration of some or all of the applicable indebtedness and the inability to borrow additional funds.

We do not have, and. Servicing debt and funding other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. Our ability to make payments on and refinance our indebtedness and the indebtedness of Eldorado, MTR and Silver Legacy and to fund our and their operations and capital expenditures depends upon our ability to generate cash flow and secure financing in the future.

Our ability to generate future cash flow depends, among other things, upon: Some of these factors are beyond our control. We cannot assure you that Eldorado's, MTR's, or Silver Legacy's businesses will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay their indebtedness or to fund other needs. As a result, any of them may need Multiway Casino Journal Awards Daily refinance all or a portion of their indebtedness on or before maturity.

We cannot assure that we will All Slots Casino Bewertung able to refinance any of their indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance their indebtedness on favorable terms could have a material adverse effect on our financial condition.

The operating agreement of Silver Legacy contains a buy-sell provision which, if exercised by either partner, could adversely affect us.

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