EXHIBIT 10.63


 


AGREEMENT BETWEEN
FULL HOUSE RESORTS, INC.

& RAM ENTERTAINMENT, LLC REGARDING

PURCHASE OF HURON POTAWATOMI CASINO SITE


 


This AGREEMENT is dated as of
September 4, 2003, by and between FULL HOUSE RESORTS, INC., a Delaware
corporation with an address at 4670 South Fort Apache Road, Suite 190, Las
Vegas, Nevada 89147 (“Full House”) and RAM ENTERTAINMENT, LLC, with
an address at c/o Mark Knobel, 165 W. Liberty Street #210, Reno, Nevada 89501
(“RAM”).  (RAM and Full House are collectively
referred to herein as the “Parties”.)


 


WITNESSETH:


 


Whereas, Full House and RAM
entered into an Investor Agreement dated as of February 15, 2002, and an
Amendment to Investor Agreement dated as of February 15, 2003,
(collectively, the “Investor Agreement”) which concern Gaming Entertainment
(Michigan), LLC (“GEM”) and which remain in full force and effect according to
their terms;


 


Whereas, GEM has entered into
certain management agreements with the Nottawaseppi Band of Huron Potawatomi
(the “Tribe”), regarding its financing, development and management of gaming
activities for the Tribe, including the acquisition of certain real property
located in Emmett Township, Calhoun County, Michigan, which the Parties intend
shall be taken into trust for the Tribe and utilized as its casino site
following approval by the Bureau of Indian Affairs, all as set forth in the
Investor Agreement (the “Site”);


 


Whereas, GEM, with the approval
of the Parties, recently entered into an Agreement Concerning the Exercise of
the Tribe’s Option to Purchase Real Estate; Right of First Refusal, dated as of
August 12, 2003 and made a part hereof as Attachment A (the “Site
Agreement”), with the Tribe regarding the exercise by GEM of the Tribe’s option
to purchase the Site and the acquisition by GEM of title to the Site in its
name, upon the terms and conditions set forth in the Site Agreement; and


 


Whereas, Full House and RAM have
determined that it is in their best interests that each advance to GEM one half
of the amount necessary for GEM to purchase the Site upon the terms set forth
herein and in the Site Agreement, said amount to be treated as an advance
rather than a capital contribution;


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows:


 


1.  On or before September 3, 2003, Full House and RAM
shall each deposit the sum of One Million Nine Hundred Twenty-Nine Thousand
Four Hundred Twenty Dollars ($1,929,415) into the Trust Account of attorney
Joseph Lloyd, to be utilized for GEM’s purchase of the Site, as reflected on
the draft closing statement made a part hereof as Attachment B;


 


2.  GEM shall hold title to the Site only in accordance with the
terms set forth in the Site Agreement executed between GEM and the Tribe;


 


3.  In the event that the Site is not transferred to the United
States in trust for the Tribe’s benefit in the manner prescribed by the
Secretary of the Interior, and


 


(i) the Tribe
purchases the Site upon the terms set forth in the Site Agreement, or


 

















 


(ii) the Tribe
declines to purchase the Site upon the terms set forth in the Site Agreement,
then GEM shall sell the Site upon such terms as are commercially-reasonable,
and


 


GEM shall distribute the
proceeds from the sale or financing of the Site, first to RAM in the amount of
$1,929,415, then to Full House in the amount of $1,929,415, and
any excess proceeds over that amount shall be distributed equally between Full House
and RAM..  Full House agrees to execute such other
documents as reasonably requested to secure RAM’s distribution.


 


In witness
whereof, the Parties hereto have duly executed this Agreement as of the day and
year first written above.


 


	
  FULL HOUSE RESORTS, INC.

  	
   

  	
  RAM ENTERTAINMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  P. Shaunnessy

  	
   

  	
   

  	
  By:

  	
    /s/
  Robert Mathewson

  	
   

  
	
   

  	
  Michael P.
  Shaunnessy

  	
   

  	
   

  	
  Robert
  Mathewson

  
	
   

  	
  Executive
  Vice President

  	
   

  	
   

  	
  Managing
  Member

  
							



 


FOR VALUE RECEIVED AND IN CONSIDERATION OF
BENEFITS CONFERRED ON GEM BY THIS AGREEMENT, GEM HEREBY AGREES TO PERFORM SUCH
TERMS CONTAINED HEREIN AS THOSE TERMS APPLY TO IT.


 


	
  GAMING ENTERTAINMENT (MICHIGAN), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  P. Shaunnessy

  	
   

  
	
   

  	
  Michael P.
  Shaunnessy, Executive Vice President

  
	
   

  	
  Full House
  Resorts, Inc., Managing Member

  



 


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