FORM OF NOTICE OF SWINGLINE ADVANCE
TO: XXXXX FARGO BANK, National Association, in its capacity as Swingline
Lender 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.
Pursuant to Section 2.08(b) of the Credit Agreement, this Notice of
Swingline Advance represents Borrower's request for a Swingline Advance to be
advanced on _____________, 200___ (the "Swingline Funding Date") from the
Swingline Lender. Proceeds of such Swingline Advance are to be disbursed on
the Swingline Funding Date in immediately available funds to the Designated
Deposit Account at Agent Bank's Branch at _______________________, ___________,
Nevada, Account No. _________________.
Borrower hereby certifies that (i) the representations and warranties
contained in Article IV of the Credit Agreement, in each of the Loan Documents
and in the Environmental Certificate (other than representations and warranties
which expressly speak only as of a different date, which shall be true and
correct in all material respects as of such date), shall be true and correct in
all material respects on and as of the Swingline Funding Date, except to the
extent that such representations and warranties are not true and correct as a
result of a change which is permitted by the Credit Agreement or by any other
Loan Document or which has been otherwise consented to by Agent Bank; (ii) no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or any other Loan Document or will result from the making of the
requested Swingline Advance; (iii) Borrower has and shall have satisfied all
conditions precedent under Section 2.08 and Article III B of the Credit
Agreement required to be performed by it on or before the Swingline Funding
Date (unless otherwise waived pursuant to the terms of the Credit Agreement);
(iv) since the date of the most recent audited financial statements referred to
in Sections 3.17 and 5.08 of the Credit Agreement, no Material Adverse Change
shall have occurred; and (v) the Swingline Outstandings, after giving effect to
the requested Swingline Advance, will not exceed Two Million Five Hundred
Thousand Dollars ($2,500,000.00) and the amount requested does not exceed the
Available Borrowings.
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Borrower further certifies that as of the Swingline Funding Date, without
regard to the requested Swingline Advance:
A. The Maximum Permitted Balance is $
B. The Funded Outstandings are $
C. The Swingline Outstandings are $
D. The Total L/C Exposure is $
E. Aggregate Outstandings $
(B + C + D)
F. The Maximum Availability (A minus E) is $
The Borrower has caused this Notice of Swingline Advance to be executed
and delivered, and the certification and warranties contained herein to be
made, by its Authorized Officer this ____ day of _____________, 200__.
GOLDEN ROAD MOTOR INN,
INC., a Nevada corporation
Name:
Title:
Authorized Officer
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Name:
