REVOLVING CREDIT NOTE
$50,000,000.00 February 20, 2004
FOR VALUE RECEIVED, the undersigned, GOLDEN ROAD MOTOR INN, INC., a Nevada
corporation (the "Borrower") promises to pay to the order of XXXXX FARGO BANK,
National Association, as Agent Bank on behalf of itself and the other Lenders
as defined and described in the Credit Agreement described hereinbelow (each,
together with their respective successors and assigns, individually being
referred as a "Lender" and collectively as the "Lenders") such sums as Lenders
may hereafter loan or advance or re-loan to the Borrower from time to time
pursuant to the Credit Facility as described in the Credit Agreement,
hereinafter defined, up to the maximum principal amount of Fifty Million
Dollars ($50,000,000.00), the unpaid balance of which shall not exceed in the
aggregate the Maximum Permitted Balance at any time, together with interest on
the principal balance outstanding from time to time at the rate or rates set
forth in the Credit Agreement.
A. Incorporation of Credit Agreement.
1. Reference is made to the Credit Agreement dated concurrently
herewith (the "Credit Agreement"), executed by and among the Borrower,
Guarantor and the Banks therein named, and Xxxxx Fargo Bank, National
Association, as administrative and collateral agent for itself and for the
Banks (the "Agent Bank"). Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings defined for those
terms in the Credit Agreement. This is the Revolving Credit Note ("Revolving
Credit Note") referred to in the Credit Agreement, and any holder hereof is
entitled to all of the rights, remedies, benefits and privileges provided for
in the Credit Agreement as originally executed or as it may from time to time
be supplemented, modified or amended. The Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events upon the terms and conditions therein
specified.
2. The outstanding principal indebtedness evidenced by this Revolving
Credit Note shall be payable as provided in the Credit Agreement and in any
event on February 23, 2009, the Maturity Date.
3. Interest shall be payable on the outstanding daily unpaid principal
amount of each Borrowing hereunder from the date thereof until payment in full
and shall accrue and be payable at the rates and on the dates set forth in the
Credit Agreement both before and after Default and before and after maturity
and judgment, with interest on overdue interest to bear interest at the Default
Rate, to the fullest extent permitted by applicable law.
4. The amount of each payment hereunder shall be made to the Agent Bank
at the Agent Bank's office as specified in the Credit Agreement for the account
of the Lenders at the time or times set forth therein, in lawful money of the
United States of America and in immediately available funds.
5. Borrowings hereunder shall be made in accordance with the terms,
provisions and procedures set forth in the Credit Agreement.
B. Default. The "Late Charges and Default Rate" provisions contained in
Section 2.11 and the "Events of Default" provisions contained in Article VII of
the Credit Agreement are hereby incorporated by this reference as though
Page 1 of 3
fully set forth herein. Upon the occurrence of a Default or Event of Default,
Borrower's right to convert or exercise its Interest Rate Option for a LIBOR
Loan, or the continuation thereof, shall immediately, without notice or demand,
terminate.
C. Waiver. Borrower waives diligence, demand, presentment for payment,
protest and notice of protest.
D. Collection Costs. In the event of the occurrence of an Event of
Default, the Borrower agrees to pay all reasonable costs of collection,
including a reasonable attorney's fee, in addition to and at the time of the
payment of such sum of money and/or the performance of such acts as may be
required to cure such default. In the event legal action is commenced for the
collection of any sums owing hereunder the undersigned agrees that any judgment
issued as a consequence of such action against Borrower shall bear interest at
a rate equal to the Default Rate until fully paid.
E. Interest Rate Limitation. Notwithstanding any provision herein or in
any document or instrument now or hereafter securing this Revolving Credit
Note, the total liability for payments in the nature of interest shall not
exceed the limits now imposed by the applicable laws of the State of Nevada or
the United States of America.
F. Security. This Revolving Credit Note is secured by the Security
Documentation described in the Credit Agreement.
G. Governing Law. This Revolving Credit Note has been delivered in Reno,
Nevada, and shall be governed by and construed in accordance with the laws of
the State of Nevada.
H. Partial Invalidity. If any provision of this Revolving Credit Note
shall be prohibited by or invalid under any applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision of any other provision of
this Revolving Credit Note.
I. No Conflict with Credit Agreement. This Revolving Credit Note is
issued under, and subject to, the terms, covenants and conditions of the Credit
Agreement, which Credit Agreement is by this reference incorporated herein and
made a part hereof. No reference herein to the Credit Agreement and no
provision of this Revolving Credit Note or the Credit Agreement shall alter or
impair the obligations of Borrower, which are absolute and unconditional, to
pay the principal of and interest on this Revolving Credit Note at the place,
at the respective times, and in the currency prescribed in the Credit
Agreement. If any provision of this Revolving Credit Note conflicts or is
inconsistent with any provision of the Credit Agreement, the provisions of the
Credit Agreement shall govern.
IN WITNESS WHEREOF, this Revolving Credit Note has been executed as of the
date first hereinabove written.
Page 2 of 3
GOLDEN ROAD MOTOR INN,
INC., a Nevada corporation
By: /s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx,
Secretary
Page 3 of 3
