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Exhibit
10.01
FORBEARANCE
AGREEMENT
THIS FORBEARANCE AGREEMENT
(“Agreement”) is made this 29th day of December, 2004,
between Full House Resorts, Inc., (“Company”) and RAM
Entertainment, LLC (“Lender”).
RECITALS:
A. On or about February 15,
2002, pursuant to an Investor Agreement, by and between Lender and
Company (as amended to date, the “Investor Agreement”),
Lender agreed to provide the Company with a loan of $2,381,260.00
(the “Loan”).
B. The Loan is evidenced by a
secured Promissory Note, dated February 15, 2002, which Promissory
Note was replaced by a Secured Promissory Note, dated February 15,
2003 (the “Note”), in the principal sum of
$2,381,260.00, executed by the Company in favor of
Lender.
C. The Note is secured by (i)
that certain Third Party Security Agreement, of even date
therewith, by Company, as borrower, and Lender, as the secured
party, thereunder (“Security Agreement”) The Note and
Security Agreement, together with all other documents and
instruments executed and delivered in connection with the Loan, are
collectively referred to herein as the “Loan
Documents.”
E. The Loan, subject to the
Lender’s right to extend the maturity date, matured on
November 15, 2004, and has not been paid, nor has demand for
payment been made.
F. Lender and Company desire
to resolve certain issues and disputes between them and, in
furtherance thereof, enter into this Forbearance
Agreement.
NOW, THEREFORE, in
consideration of the Recitals, the terms, covenants and conditions
set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Incorporation of
Recitals . The Recitals are incorporated herein by reference
and are and shall be deemed to be a part of this Agreement as if
fully set forth herein.
2. Acknowledgments .
The Company acknowledges that:
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(i) |
The Recitals are true and correct. |
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(ii) |
the Loan Documents continue to be valid and enforceable in
accordance with their terms. |
3. Forbearance Termination
Date . For purposes of this Agreement, “Forbearance
Termination Date” shall mean the date that is sixty days
after the date hereof, or such later date as the parties hereto may
subsequently agree in writing.
4. Lender Obligations
. So long as Company performs its obligations hereunder, until the
Forbearance Termination Date, Lender will forbear from exercising
its remedies or declaring a default under: (a) the Loan Documents;
(b) the Investor Agreement; or (c) under the Amended and Restated
Limited Liability Company Agreement of Gaming Entertainment
(Michigan), L.L.C. (the “Operating Agreement”), in each
of the above cases, based on any existing default by
Company.
5. Company Obligations
. So long as Lender performs its obligations hereunder, until the
Forbearance Termination Date, Company will not: (a) take any action
under the Investor Agreement that would result in the termination
of L
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