Party
146
8.20.
Notes
146
SCHEDULES
SCHEDULE I
-
THE LENDERS
SCHEDULE II
-
EXISTING LETTERS OF CREDIT
SCHEDULE A
-
ATLANTIS REAL PROPERTY
SCHEDULE B
-
V/P PROPERTY
SCHEDULE 3.01
-
CONDITIONS PRECEDENT TO CLOSING
SCHEDULE 3.03
-
CONDITIONS PRECEDENT TO CONSTRUCTION LOANS
SCHEDULE 4.01(G)
-
LITIGATION
SCHEDULE 4.01(H)
-
REAL PROPERTY
SCHEDULE 4.01(J)(II)
-
EQUITY SECURITIES
SCHEDULE 4.01(K)
-
MULTIEMPLOYER PLANS
iii
Table of Contents
(continued)
Page
SCHEDULE 4.01(O)
-
SUBSIDIARIES
SCHEDULE 4.01(U)
-
INSURANCE
SCHEDULE 4.01(V)
-
AGREEMENTS WITH AFFILIATES, ETC.
SCHEDULE 5.02(B)
-
EXISTING LIENS
SCHEDULE 5.02(E)
-
EXISTING INVESTMENTS
EXHIBITS
EXHIBIT A
-
NOTICE OF LOAN BORROWING
EXHIBIT B
-
NOTICE OF CONVERSION
EXHIBIT C
-
NOTICE OF INTEREST PERIOD SELECTION
EXHIBIT D
-
NOTICE OF SWING LOAN BORROWING
EXHIBIT E
-
REVOLVING LOAN NOTE
EXHIBIT F
-
SWING LOAN NOTE
EXHIBIT G
-
ASSIGNMENT AGREEMENT
EXHIBIT H
-
COMPLIANCE CERTIFICATE
EXHIBIT I
-
TERM LOAN NOTE
EXHIBIT J
-
U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT K
-
FORM OF GUARANTY
iv
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2016, is
entered into by and among: (1) MONARCH CASINO & RESORT, INC., a Nevada
corporation ("Parent"), GOLDEN ROAD MOTOR INN, INC., a Nevada corporation
("Golden Road"), MONARCH GROWTH INC., a Nevada corporation ("MGI") and MONARCH
BLACK HAWK, INC., a Colorado corporation ("Black Hawk" and together with Parent,
Golden Road and MGI, each a "Borrower" and collectively, the "Borrowers");
(2) each of the financial institutions party to this Agreement from time to time
(each a "Lender" and, collectively, the "Lenders"); and (3) WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Wells Fargo"), as Administrative Agent, L/C Issuer and
Swing Line Lender.
WELLS FARGO SECURITIES, LLC ("WFS"), MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED and U.S. BANK NATIONAL ASSOCIATION have each been
given the title of joint lead arranger in connection with this Agreement, it
being understood that WFS shall have the title of left lead arranger.
WFS has
also been given the title of sole bookrunner in connection with this
Agreement.
BANK OF AMERICA, N.A. has been given the title of syndication agent
in connection with this Agreement. U.S. BANK NATIONAL ASSOCIATION has been given
the title of documentation agent in connection with this Agreement.
RECITALS
A.
The Borrowers, the Administrative Agent and certain of the Lenders
previously entered into that certain Second Amended and Restated Credit
Agreement dated as of November 15, 2011 (as it existed immediately prior to the
Third Restatement Effective Date (as defined herein), the "Existing Credit
Agreement").
B.
The Borrowers have requested (i) an extension of the Maturity Date,
(ii) an increase in the amount of the revolving loan facility (with a portion
thereof converting to a term loan facility as described herein) and
(iii) certain other amendments set forth herein.
C.
As a result of such request, the parties wish to amend and restate the
Existing Credit Agreement in its entirety by entering into this Agreement.
For
convenience, certain matters relating