Exhibit
10.10


 





Letter of Credit




 


	Internal Bank Transfer	140




	<<MESSAGE ADVICE>> SEQ: 00003 LOC:	QUEUE: LCCPRTQ




PRT: /usr/local/intranet/areas/mtsprod/output/PRT_140_LCCPRT_0000003_00001.DAT


***Message:
NOT TESTED. ***


	TRN: 20190103-00008280	< < < CB&T > > >	3-JAN-2019 15:32:11.49




 


Message Text


Destination:


S/BOTKJPJT


BANK OF TOKYO MITSUBISHI


TOKYO


JAPAN


	Output Time: 15:32:00	Output sequence number: 363327




 


Input:


S/ZFNBUS55


ZIONS
BANCORPORATION N.A.


CBT DIVISION


SUITE 300 FLOOR 550


LOS ANGELES, CA


 


 


Issue of Documentary Credit


 


		:27:	/Sequence of Total:



  1/1


 




		:40A:	/Form of Documentary Credit:



 IRREVOCABLE STANDBY


 


		:20:	/Documentary Credit Number: 



SBFCA301378


 


		:31C:	/Date of Issue:



Date: 19/01/03


 


		:40E:	/Applicable Rules:



UCP LATEST VERSION


 


		:31D:	/Date and Place of Expiry:



Date: 19/12/31 Place: OUR COUNTERS


 


		:50:	/Applicant:



GAMING PARTNERS


INTERNATIONAL
CORPORATION


3945 WEST CHEYENNE AVENUE


NORTH LAS VEGAS, NV 89032


 


		:59:	/Beneficiary:



ANGEL HOLDINGS GODO
KAISHA


8-1-5 SEIKADAI SEIKA-CHO


SOURAKU-GUM, KYOTO 619-0238


JAPAN.


 


		:32B:	/Currency, Amount:



USD 4,000,000.00


 


		:41A:	/Available With ... By ...



S/ZFNBUS55LAX


ZIONS BANCORPORATION
N.A.


(CBT DIVISION)


SUITE 300 FLOOR 550


LOS
ANGELES,CA,US


BY PAYMENT


 


		:42C:	/Drafts at:



SIGHT


 


(TYPE: 700)


 




     


     


    

 


		:42A:	/Drawee:



S/ZFNBUS55LAX


ZIONS BANCORPORATION N.A.


(CBT DIVISION)


SUITE 300 FLOOR 550


LOS
ANGELES,CA,US


 


		:46A:	/Documents Required:



BENEFICIARY'S WRITTEN STATEMENT
OF ONE OF THE FOLLOWING PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ANGEL HOLDINGS GODO KAISHA:


(1) 'ANGEL HOLDINGS GODO
KAISHA ('BENEFICIARY') HEREBY CERTIFY THAT WE HAVE RECEIVED A WRITTEN AGREEMENT FROM GAMING PARTNERS INTERNATIONAL CORPORATION
(GPIC) ('APPLICANT') STATING THAT WE ARE ENTITLED TO RECEIVE THE COMPANY TERMINATION FEE PURSUANT TO SECTION 7.3(B) OF THAT CERTAIN
AGREEMENT AND PLAN OF MERGER AMONG THE BENEFICIARY, AGL NEVADA CORPORATION AND THE APPLICANT, DATED AS OF NOVEMBER 27, 2018. THEREFORE,
WE ARE DRAWING AGAINST STANDBY LETTER OF CREDIT NO. SBFCA301378 ISSUED BY ZIONS BANCORPORATION, N.A. DBA CALIFORNIA BANK AND TRUST.
1


OR


(2) 'ANGEL HOLDINGS GODO
KAISHA ('BENEFICIARY') HEREBY CERTIFY THAT THE EXPIRATION OF THE STANDBY LETTER OF CREDIT NO. SBFCA301378 ISSUED BY ZIONS BANCORPORATION,
N.A. DBA CALIFORNIA BANK AND TRUST ('LETTER OF CREDIT') WILL OCCUR AND GAMING PARTNERS INTERNATIONAL CORPORATION (GPIC) ('APPLICANT')
HAS NOT REPLACED THE LETTER OF CREDIT ON OR BEFORE TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF SUCH EXPIRATION. THEREFORE, WE ARE
DRAWING AGAINST STANDBY LETTER OF CREDIT NO. SBFCA301378 ISSUED BY ZIONS BANCORPORATION, N.A. DBA CALIFORNIA BANK AND TRUST. 1


OR


(3) 'ANGEL HOLDINGS GODO
KAISHA ('BENEFICIARY') HEREBY CERTIFY THAT WE HAVE RECEIVED A FINAL, NON-APPEALBLE JUDGEMENT OF A COURT OF COMPETENT JURISDICTION
PERTAINING TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER AMONG THE BENEFICIARY, AGL NEVADA CORPORATION AND GAMING PARTNERS INTERNATIONAL
CORPORATION, DATED AS OF NOVEMBER 27, 2018 STATING THAT WE ARE ENTITLED TO RECEIVE THE COMPANY TERMINATION FEE PURSUANT TO CERTAIN
SECTION 7.3(B) OF THAT AGREEMENT. THEREFORE, WE ARE DRAWING AGAINST STANDBY LETTER OF CREDIT NO. SBFCA301378 ISSUED BY ZIONS BANCORPORATION,
N.A. DBA CALIFORNIA BANK AND TRUST. 1


 


		:47A:	/Additional Conditions:



PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED.


+


THIS LETTER OF CREDIT
MAY BE CANCELLED PRIOR TO THE EXPIRATION DATE, ONLY UPON OUR RECEIPT OF THE ORIGINAL OF THIS LETTER OF CREDIT AND AMENDMENTS (IF
ANY), AND A STATEMENT PURPORTEDLY SIGNED BY THE AUTHORIZED SIGNER OF ANGEL HOLDINGS GODO KAISHA AUTHORIZING ZIONS BANCORPORATION,
N.A. DBA CALIFORNIA BANK & TRUST TO CANCEL
LETTER OF CREDIT NO. SBFCA301378.


+


IN THE EVENT OF A DRAWING
ALL DOCUMENTS MUST BE DISPATCHED TO US THROUGH A BANK IN JAPAN IN ONE LOT BY REGISTERED MAIL OR COURIER SERVICES TO ZIONS BANCORPORATION,
N.A. DBA CALIFORNIA BANK AND TRUST, INTERNATIONAL OPERATIONS, 550 SOUTH HOPE STREET, 3RD FLOOR, LOS ANGELES, CA 90071, U.S.A.


+


WE HEREBY AGREE WITH YOU THAT ALL DRAFT(S) DRAWN
UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE HONORED UPON PRESENTATION TO US AS SPECIFIED HEREIN.


+


THIS CREDIT IS SUBJECT
TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO.
600.


 



     


     


    

 





		:49:	/Confirmation Instructions:



WITHOUT







 


 


	RPT:	AMT:	$0.00 CUR:	EX RATE: 0.00000000000 TRDR#:







	TEST	VAL:	TYP:SWF MT: 700 FNDS:	CHG:D:	C:	Com:	Cbl:




 


	DBT /	CDT/	ADV