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AMENDMENT TO INVESTOR AGREEMENT

Financial Services Agreement

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This Financial Services Agreement involves

FULL HOUSE RESORTS INC

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Title: AMENDMENT TO INVESTOR AGREEMENT
Governing Law: Nevada     Date: 4/17/2006
Industry: CASINO     Sector: SERVIC

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Amendment to Investor Agreement

Exhibit 10.62

AMENDMENT TO INVESTOR AGREEMENT

This Agreement is made this 31st day of May, 2005 by and between FULL HOUSE RESORTS, INC. located at 4670 So. Fort Apache Road, Suite 190, Las Vegas, Nevada 89147 (hereinafter “FHRI”) and RAM ENTERTAINMENT, LLC with an address c/o Mark Knobel, 165 W. Liberty Street, Suite 210, Reno, Nevada 89501 (hereinafter “RAM”) and Gaming Entertainment (Michigan) LLC (hereinafter “GEM”).

RECITALS

 

A.

On or about February 15 2002, FHRI and RAM entered into an Investor Agreement (as amended to date, the “Investor Agreement”), which provides, among other things, that RAM will invest in certain projects of FHRI, including the development and management of a Native American gaming facility for Nottawaseppi Huron Band of Potawatomi Indians in Michigan (the Development Project” and the “Tribe”) subject to certain terms and conditions and that RAM will be a member of GEM.

 

B.

Pursuant to the Investor Agreement, RAM loaned FHRI the sum of $2,381,280.00 (the “Loan”) and RAM has advanced the funds to GEM to acquire certain real estate to be utilized in the Development Project.

 

C.

The Investor Agreement was amended by the parties on February 15, 2003 which provided, among other things, for the extension of the Note.

 

D.

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 $2,381,280.00 executed by FHRI in favor of RAM.

 

E.

The Note is secured by (i) that certain Third Party Security Agreement, of even date therewith, by FHRI, as borrower, and RAM, 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, as collectively referred to herein as the “Loan Documents”.

 

F.

Pursuant to the terms of the Note and the Investor Agreement, the Loan is convertible, in part, to a capital contribution in Gaming Entertainment (Michigan), LLC (“GEM”) upon the occurrence of two Investor Contingencies, as defined in the Investor Agreement.

 

G.

Neither Investor Contingency has yet occurred.

 

H.

Due to the delays in the Development Project, RAM has agreed to extend the maturity of the Note, which became due on November 15, 2004.

 

I.

FHRI and RAM have entered into an Amended Operating Agreement which governs GEM (“Operating Agreement”).

 

J.

As of December 10, 2004, FHRI and RAM entered into a certain Forbearance Agreement, by which the parties agreed to forbear from exercising any rights or remedies under the Investor Agreement and Loan Documents for a defined period of time.

 

1


K.

FHRI and RAM now desire to amend the Investor Agreement, Operating Agreement as Loan Documents in accordance with the terms of this Amendment.

NOW, THEREFORE, for and in consideration of the mutual promises and obligations made herein and other good and valuable consideration the adequacy of which is admitted, the parties intending to be bound agree as follows:

 

1.

GENERAL PROVISIONS.

 

 

A.

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.

 

 

B.

The terms and conditions of the Investor Agreement, the Note and the Loan Documents be and hereby are amended and modified by the terms of this Agreement. To the extent that the terms of this Agreement are different from or inconsistent with the terms of the agreements and documents being amended and modified by this Agreement, the terms of this Agreement shall control and supersede such other inconsistent or different terms.

 

 

C.

To the extent that the terms of the Investor Agreement, the Note and the Loan Documents are not amended or modified by this Agreement, such terms shall remain in full force and effect.

 

 

D.

Any term not specifically defined herein shall be defined and have the meaning provided in the Investor Agreement.

 

 

E.

The parties will amend the Promissory Note, Loan Document and Operating Agreement consistent with this Agreement.

 

2.

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