SWINGLINE NOTE
$2,500,000.00 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 (the "Swingline Lender") at its principal office at 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Xxxxxxxx Xxxxxxx,
Commercial Banking Division, or at such other location as may be directed from
time to time by Swingline Lender by written notice to Borrower, the principal
sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) or, if less,
the aggregate unpaid principal amount of all Swingline Advances (as defined in
the Credit Agreement, hereinafter defined) made by the Swingline Lender to or
for the benefit of Borrower pursuant to the Credit Agreement, in the manner and
at the times set forth in Section 2.08 of the Credit Agreement and, in any
event, on or before thirty-five (35) days prior to February 23, 2009.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Credit Agreement.
Xxxxxxxx also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date of each Swingline Advance
until repaid at the Base Rate plus the Applicable Margin, and on the dates
specified in the Credit Agreement and in any event on or before thirty-five
(35) days prior to the Maturity Date, as defined in the Credit Agreement.
Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds.
This Swingline Note is the Swingline Note described in, and is subject to
the terms and provisions of that certain Credit Agreement of even date herewith
executed by and among Borrower, Guarantor, Lenders, Swingline Lender, L/C
Issuer and Agent Bank, as described and defined therein (as amended, modified,
supplemented or restated from time to time, the "Credit Agreement") and payment
of this Swingline Note is secured by the Security Documentation. Reference is
xxxxxx made to the Credit Agreement for a statement of the rights and
obligations of the Borrower, a description of the properties mortgaged and
assigned, the nature and extent of the collateral security and the rights of
the parties to the Security Documentation in respect of such collateral
security, and for a statement of the terms and conditions under which the due
date of this Swingline Note may be accelerated. Upon the occurrence of any
Event of Default as specified in the Credit Agreement, the principal balance
hereof and the interest accrued hereon may be declared to be forthwith due and
payable.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the Borrower further agrees, subject only to any
limitation imposed by applicable law, to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by the Swingline Lender in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.
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This Swingline 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.
THIS SWINGLINE NOTE HAS BEEN DELIVERED IN RENO, NEVADA AND SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEVADA.
GOLDEN ROAD MOTOR INN, INC.,
a Nevada corporation
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx,
Secretary
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