CLOSING
S-19
SCHEDULE 3.03
CONDITIONS PRECEDENT TO ACQUISITION
S-25
SCHEDULE 4.01(G)
-
LITIGATION
S-29
SCHEDULE 4.01(H)
-
REAL PROPERTY
S-30
SCHEDULE 4.01(J)(II)
-
EQUITY SECURITIES
S-31
SCHEDULE 4.01(K)
-
MULTIEMPLOYER PLANS
S-32
SCHEDULE 4.01(O)
-
SUBSIDIARIES
S-33
iii
TABLE OF CONTENTS
(continued)
Page
SCHEDULE 4.01(U)
-
INSURANCE
S-34
SCHEDULE 4.01(V)
-
AGREEMENTS WITH AFFILIATES, ETC.
S-38
SCHEDULE 5.02(B)
-
EXISTING LIENS
S-39
SCHEDULE 5.02(E)
-
EXISTING INVESTMENTS
S-40
EXHIBITS
EXHIBIT A
NOTICE OF LOAN BORROWING
A-1
EXHIBIT B
NOTICE OF CONVERSION
B-1
EXHIBIT C
NOTICE OF INTEREST PERIOD SELECTION
C-1
EXHIBIT D
NOTICE OF SWING LOAN BORROWING
D-1
EXHIBIT E
REVOLVING LOAN NOTE
E-1
EXHIBIT F
SWING LOAN NOTE
F-1
EXHIBIT G
ASSIGNMENT AGREEMENT
G-1
EXHIBIT H
COMPLIANCE CERTIFICATE
H-1
EXHIBIT I
COLLATERAL CERTIFICATE
I-1
EXHIBIT J
NON-BANK CERTIFICATE
J-1
EXHIBIT K
FORM OF GUARANTY
K-1
iv
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 15,
2011, 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 together
with Parent, Golden Road and, from and after the Acquisition Closing Date,
Riviera Black Hawk, Inc., a Colorado corporation (the "Acquired Company"), 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 has been given the title of sole lead arranger (in
such capacity, the "Lead Arranger") and 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.
RECITALS
A.
Golden Road, Parent, the Administrative Agent and certain of the
Lenders previously entered into that certain Amended and Restated Credit
Agreement dated as of January 20, 2009 (as it existed immediately prior to the
Closing Date (as defined herein), the "Existing Credit Agreement").
B.
Golden Road has requested (i) an extension of the Maturity Date,
(ii) an increase in the amount of the revolving credit facility on the Closing
Date (as defined herein), (iii) an additional increase in the amount of the
revolving credit facility on the Acquisition Closing Date (as defined herein) to
fund a portion of the acquisition by MGI of the Acquired Company,
(iv) adjustments to the financial covenant levels and (v) the other amendments
set forth herein.
C.
As a result of such request, the parties wish to add MGI and
Parent as Borrowers hereunder and to amend and restate the Existing Credit
Agreement in its entirety by entering into this Agreement.
For convenience,
certain matters relating to the period prior to this Agreement have been
deleted.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants
herein contained, effective as of the Closing Date, the