4.01(j) C RAIL CITY PERMITTED EXCEPTIONS
1
-iii-
TABLE OF CONTENTS
(continued)
PAGE
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
EXHIBIT M FORM OF JOINDER AGREEMENT
M-1
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT, dated as of April 2, 2004, is entered into by and among:
(1) THE SANDS REGENT, a Nevada corporation ("Sands"), LAST CHANCE, INC., a
Nevada corporation ("Last Chance") and ZANTE, INC., a Nevada corporation
("Zante" and, together with Last Chance 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 requested that the Lenders provide certain credit
facilities to the Borrowers.
B. The Lenders are willing to provide such credit facilities on the terms and
subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
ARTICLE I. DEFINITIONS, ASSUMPTION AND INTERPRETATION.
1.01. Definitions. Unless otherwise indicated in this Agreement or any other
Credit Document, each term set forth below, when used in this Agreement or any
other Credit Document, shall have the respective meaning given to that term
below or in the provision of this Agreement or other document, instrument or
agreement referenced below.
"Acquisition" shall mean the acquisition by Sands of 100% of the stock of Rail
City.
"Acquisition Date" shall mean the date on which the Acquisition occurs, which
date shall not be later than June 30, 2004.
"Administrative Agent" shall have the meaning given to that term in clause (4)
of the introductory paragraph hereof.
"Affiliate" shall mean, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially or as a trustee,
guardian or other fiduciary, five percent (5%) or more of any class of Equity
Securities