SECTION 13.18.
Interest Rate Limitation
206
SECTION 13.19.
Payments Set Aside
206
SECTION 13.20.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
207
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ANNEXES:
ANNEX A-1
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Revolving Commitments
ANNEX A-2
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Term B Facility Commitments
ANNEX B-1
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Applicable Fee Percentage for Revolving Loans
ANNEX B-2
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Applicable Margin for Revolving Loans and Swingline Loans
SCHEDULES:
SCHEDULE 1.01(A)
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Excluded Subsidiary Agreements
SCHEDULE 1.01(B)
-
Guarantors
SCHEDULE 1.01(C)
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Mortgaged Real Property
SCHEDULE 2.03(n)
-
Existing Letters of Credit
SCHEDULE 7.01
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Jurisdictions of Local Counsel Opinions
SCHEDULE 8.03
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Litigation
SCHEDULE 8.07
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ERISA
SCHEDULE 8.10
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Environmental Matters
SCHEDULE 8.12(a)
-
Subsidiaries
SCHEDULE 8.12(b)
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Immaterial Subsidiaries
SCHEDULE 8.12(c)
-
Unrestricted Subsidiaries
SCHEDULE 8.13(a)
-
Ownership
SCHEDULE 8.15
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Licenses and Permits
SCHEDULE 8.19
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Intellectual Property
SCHEDULE 8.23(a)
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Real Property
SCHEDULE 8.23(b)
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Real Property Takings, Etc.
SCHEDULE 8.25(a)
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No Certificates of Occupancy; Violations, Etc.
SCHEDULE 8.25(b)
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Encroachment, Boundary, Location, Possession Disputes
SCHEDULE 9.12
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Designated Unrestricted Subsidiaries
SCHEDULE 9.15
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Post-Closing Matters
SCHEDULE 10.01
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Existing Indebtedness
SCHEDULE 10.02
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Certain Existing Liens
SCHEDULE 10.04
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Investments
SCHEDULE 10.04(aa)
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Specified Land
SCHEDULE 10.07
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Transactions with Affiliates
EXHIBITS:
EXHIBIT A-1
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Form of Revolving Note
EXHIBIT A-2
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Form of Term B Facility Note
EXHIBIT A-3
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Form of Swingline Note
EXHIBIT B
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Form of Notice of Borrowing
EXHIBIT C
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Form of Notice of Continuation/Conversion
EXHIBIT D
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Forms of U.S. Tax Compliance Certificate
EXHIBIT E
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[Reserved]
EXHIBIT F
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[Reserved]
-vi-
EXHIBIT G
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Form of Solvency Certificate
EXHIBIT H
-
Form of Security Agreement
EXHIBIT I
-
Form of Mortgage
EXHIBIT J
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Form of Affiliated Lender Assignment and Assumption
EXHIBIT K
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Form of Assignment and Assumption Agreement
EXHIBIT L
-
Form of Letter of Credit Request
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
EXHIBIT Q
-
Form of Term Loan Extension Amendment
EXHIBIT R
-
Form of Revolving Extension Amendment
EXHIBIT S
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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-
FIRST 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; the L/C LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as
swingline lender (in such capacity, together with its successors in such
capacity, "Swingline Lender"); JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, together with its successors in such capacity,
"Administrative Agent"); and JPMORGAN CHASE BANK, N.A., as collateral agent (in
such capacity, together with its successors in such capacity, "Collateral
Agent").
WHEREAS, Borrower has requested that the Lenders provide first lien revolving