CLOSING CERTIFICATE
TO: XXXXX FARGO BANK, National Association, in its capacity as Agent Bank
under that certain Credit Agreement, dated as of February 20, 2004 (as
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and among GOLDEN ROAD MOTOR INN, INC., a Nevada
corporation (the "Borrower"), MONARCH CASINO & RESORT, INC., a Nevada
corporation (the "Guarantor"), the Lenders therein named (each, together
with their respective successors and assigns, individually being referred
to as a "Lender" and collectively as the "Lenders"), XXXXX FARGO BANK,
National Association, as the swingline lender (herein in such capacity,
together with its successors and assigns, the "Swingline Lender"), XXXXX
FARGO BANK, National Association, as the issuer of letters of credit
thereunder (herein in such capacity, together with their successors and
assigns, the "L/C Issuer") and XXXXX FARGO BANK, National Association, as
administrative and collateral agent for the Lenders, Swingline Lender and
L/C Issuer (herein, in such capacity, called the "Agent Bank" and, together
with the Lenders, Swingline Lender and L/C Issuer, collectively referred to
as the "Banks"). Capitalized terms used herein without definition shall
have the meanings attributed to them in Section 1.01 of the Credit
Agreement.
THE UNDERSIGNED, as an Authorized Officers of Xxxxxxxx and Guarantor, do
hereby make the following certifications effective as of the date of this
Closing Certificate pursuant to Article III of the Credit Agreement:
(a) the representations and warranties contained in Article IV of the
Credit Agreement and contained in each of the other Loan Documents are true and
correct on and as of the Closing Date in all material respects as though such
representations and warranties had been made on and as of the Closing Date;
(b) Since the date of the most recent financial statements referred to in
Sections 3.17 and 5.08 the Credit Agreement, no Material Adverse Change has
occurred and no event or circumstance which could reasonably be expected to
result in a Material Adverse Change has occurred;
(c) no event (i) has occurred and is continuing or (ii) would occur as a
result of any Borrowing contemplated under the Credit Agreement, or (iii) would
result from the making thereof, which (in the case of (i), (ii) or (iii) above)
constitutes a Default or Event of Default under the terms of the Credit
Agreement;
(d) Borrower and Guarantor have, as of the Closing Date, performed and
complied with all agreements and conditions that are contained in the Credit
Agreement and that the Credit Agreement requires Borrower and Guarantor to
perform and comply with prior to or as of the Closing Date;
(e) The Credit Agreement, the Revolving Credit Note, Guaranty and the
other Loan Documents have been duly authorized by all necessary action of each
of Borrower's and Guarantor's respective Board of Directors and have been
executed and delivered on behalf of Borrower or Guarantor, where applicable, by
a duly authorized representative thereof; and
(f) Concurrently herewith, each of Borrower and Guarantor have delivered
to Agent Bank a true and correct copy of the articles of incorporation and
bylaws, together with all amendments thereto adopted through the date hereof.
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IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
February, 2004.
BORROWER:
GOLDEN ROAD MOTOR INN,
INC., a Nevada corporation
By:
Xxx Xxxxxx,
Secretary
GUARANTOR:
MONARCH CASINO & RESORT,
INC., a Nevada corporation
By:
Xxx Xxxxxx,
Secretary
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