E RED HAWK REAL PROPERTY
1
SCHEDULE 4.01(i) OTHER CONTINGENT OBLIGATIONS
1
-iii-
TABLE OF CONTENTS
(continued)
PAGE
SCHEDULE 4.01(j) A LAST CHANCE PERMITTED EXCEPTIONS
1
SCHEDULE 4.01(j) B ZANTE PERMITTED EXCEPTIONS
1
SCHEDULE 4.01(j) C RAIL CITY PERMITTED EXCEPTIONS
1
SCHEDULE 4.01(j) D DEPOT CASINO PERMITTED EXCEPTIONS
1
SCHEDULE 4.01(j) E RED HAWK PERMITTED EXCEPTIONS
1
SCHEDULE 4.01(k) EQUITY INTERESTS
1
SCHEDULE 4.01(m) EMPLOYEE BENEFIT PLANS
1
SCHEDULE 4.01(o) INTELLECTUAL PROPERTY
1
SCHEDULE 4.01(r) SUBSIDIARIES
1
SCHEDULE 4.01(y) INSURANCE
1
SCHEDULE 4.01(z) AGREEMENTS WITH AFFILIATES
1
SCHEDULE 5.01(g) PRINCIPAL PLACE OF BUSINESS; CHIEF EXECUTIVE OFFICE
1
SCHEDULE 5.02(a) EXISTING INDEBTEDNESS
1
SCHEDULE 5.02(b) EXISTING LIENS
1
SCHEDULE 5.02(e) EXISTING INVESTMENTS
1
EXHIBIT A NOTICE OF REVOLVING LOAN BORROWING
A-1
EXHIBIT B NOTICE OF REVOLVING LOAN CONVERSION
B-1
EXHIBIT C NOTICE OF REVOLVING LOAN INTEREST PERIOD SELECTION
C-1
EXHIBIT D NOTICE OF TERM LOAN BORROWING
D-1
EXHIBIT E NOTICE OF TERM LOAN CONVERSION
E-1
EXHIBIT F NOTICE OF TERM LOAN INTEREST PERIOD SELECTION
F-1
EXHIBIT G NOTICE OF SWING LOAN BORROWING
G-1
EXHIBIT H REVOLVING LOAN NOTE
H-1
EXHIBIT I TERM LOAN NOTE
I-1
EXHIBIT J SWING LOAN NOTE
J-1
EXHIBIT K ASSIGNMENT AGREEMENT
K-1
EXHIBIT L FORM OF COMPLIANCE CERTIFICATE
L-1
-iv-
OHS Draft
08/29/05
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2005,
is entered into by and among: (1) THE SANDS REGENT, a Nevada corporation
("Sands"), LAST CHANCE, INC., a Nevada corporation ("Last Chance"), ZANTE, INC.,
a Nevada corporation ("Zante"), PLANTATION INVESTMENTS, INC., a Nevada
corporation, dba "Rail City" ("Rail City") and DAYTON GAMING, INC., a Nevada
corporation ("Dayton Gaming") and, together with Zante, Last Chance, Rail City
and Sands, each a "Borrower" and collectively, the "Borrowers"); (2) each of the
financial institutions from time to time listed in Schedule I hereto, as
amended, restated, supplemented or otherwise modified from time to time
(collectively, the "Lenders"); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association ("Wells Fargo", as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") as sole lead arranger, as
L/C Issuer and as Swing Line Lender.
RECITALS
A. The Borrowers have previously entered into the Existing Credit Agreement (as
defined herein) pursuant to which the Administrative Agent and the lenders party
thereto made available to the Borrowers a revolving credit facility of up to
$22,000,000 and a term loan facility in the amount of $20,000,000.
B. The Borrowers have requested an increase in the credit facilities in order
to, among other things, finance the acquisition of the Depot Casino Assets (as
defined herein) and the Red Hawk Assets (as defined herein), from the Depot Red
Hawk Sellers (as defined herein), in accordance with the terms and conditions of
the Depot Red Hawk Purchase Agreement (as defined herein).
C. The Lenders are willing, on the terms and subject to the conditions set forth
herein, to provide such increase in the credit facilities and make such other
modifications to