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)
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The Recitals
are true and correct.
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(ii)
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the Loan
Documents continue to be valid and enforceable in accordance with
their terms.
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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 Termin
