Term B Facility Commitments SCHEDULES:
SCHEDULE 1.01(A)
-
Excluded Subsidiary Agreements
SCHEDULE 1.01(B)
-
Guarantors
SCHEDULE 1.01(C)
-
Mortgaged Real Property
SCHEDULE 7.01
-
Jurisdictions of Local Counsel Opinions
SCHEDULE 8.03
-
Litigation
SCHEDULE 8.07
-
ERISA
SCHEDULE 8.10
-
Environmental Matters
SCHEDULE 8.12(a)
-
Subsidiaries
SCHEDULE 8.12(b)
-
Immaterial Subsidiaries
SCHEDULE 8.12(c)
-
Unrestricted Subsidiaries
SCHEDULE 8.13(a)
-
Ownership
SCHEDULE 8.15
-
Licenses and Permits
SCHEDULE 8.19
-
Intellectual Property
SCHEDULE 8.23(a)
-
Real Property
SCHEDULE 8.23(b)
-
Real Property Takings, Etc.
SCHEDULE 8.25(a)
-
No Certificates of Occupancy; Violations, Etc.
SCHEDULE 8.25(b)
-
Encroachment, Boundary, Location, Possession Disputes
SCHEDULE 9.12
-
Designated Unrestricted Subsidiaries
SCHEDULE 9.15
-
Post-Closing Matters
SCHEDULE 10.01
-
Existing Indebtedness
SCHEDULE 10.02
-
Certain Existing Liens
SCHEDULE 10.04
-
Investments
SCHEDULE 10.04(aa)
-
Specified Land
SCHEDULE 10.07
-
Transactions with Affiliates EXHIBITS:
EXHIBIT A
-
Form of Term B Facility Note
EXHIBIT B
-
Form of Notice of Borrowing
EXHIBIT C
-
Form of Notice of Continuation/Conversion
EXHIBIT D
-
Forms of U.S. Tax Compliance Certificate
EXHIBIT E
-
[Reserved]
EXHIBIT F
-
[Reserved]
EXHIBIT G
-
Form of Solvency Certificate
EXHIBIT H
-
Form of Security Agreement
EXHIBIT I
-
Form of Mortgage
EXHIBIT J
-
Form of Affiliated Lender Assignment and Assumption
EXHIBIT K
-
Form of Assignment and Assumption Agreement
EXHIBIT L
-
[Reserved]
EXHIBIT M
-
Form of Joinder Agreement
EXHIBIT N
-
Form of Perfection Certificate
EXHIBIT O
-
Form of Auction Procedures
EXHIBIT P
-
Form of Open Market Assignment and Assumption Agreement
-vi
EXHIBIT Q
-
Form of Term Loan Extension Amendment
EXHIBIT R
-
[Reserved]
EXHIBIT S
-
Form of Pari Passu Intercreditor Agreement
EXHIBIT T
-
Form of Second Lien Intercreditor Agreement
EXHIBIT U
-
Form of Custodian Agreement
EXHIBIT V
-
Form of Compliance Certificate
-vii
SECOND LIEN CREDIT AGREEMENT, dated as of October 20, 2017 (this "Agreement"),
among GOLDEN ENTERTAINMENT, INC., a Minnesota corporation ("Borrower"); the
SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to
time party hereto; CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative
agent (in such capacity, together with its successors in such capacity,
"Administrative Agent"); and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
collateral agent (in such capacity, together with its successors in such
capacity, "Collateral Agent").
WHEREAS, Borrower has requested that the Lenders provide second lien term loan
facilities, and the Lenders have indicated their willingness to lend on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:
ARTICLE I.
DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION
SECTION 1.01. Certain Defined Terms. As used herein, the following terms shall
have the following meanings:
"ABR Loans" shall mean Loans that bear interest at rates based upon the
Alternate Base Rate.
"Acquisition" shall mean, with respect to any Person, any transaction or series
of related transactions for the (a) acquisition of all or substantially all