EXHIBIT 10.3


 





 


 


SERIES
B AMENDMENT AND CONSENT AGREEMENT


 


This Series B Amendment
and Consent Agreement, dated as of April 25, 2012 (this “Agreement”), is by and among RIVIERA HOLDINGS CORPORATION,
a Nevada corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER (collectively, and as identified
on the signature pages hereto, the “Guarantors”) and those financial institutions party to the Credit Agreement (as
defined below) as “Lenders” (collectively, the “Lenders”) as identified on the signature pages hereto (such
Lenders constituting the Required Lenders under and as defined in the Credit Agreement). All capitalized terms used but not defined
herein shall have the respective meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.


 


W I T
N E S S E T H:


 


WHEREAS, the Borrower,
the Guarantors, the Administrative Agent and the Lenders are parties to that certain Series B Credit Agreement, dated as of April
1, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, on September
29, 2011, Borrower, and the Guarantors entered into a Stock Purchase Agreement with Monarch Casino and Resorts, Inc., a Nevada
corporation, and its wholly-owned subsidiary Monarch Growth Inc., a Nevada corporation (collectively, the “Buyer”),
pursuant to which the Buyer agreed to purchase all of the issued and outstanding shares of common stock of Riviera Black Hawk,
Inc., a Colorado corporation, an indirect wholly-owned subsidiary of the Borrower and one of the Guarantors (the “Transaction”);


 


WHEREAS, the Borrower
has requested that the Required Lenders grant certain consents, waivers and amendments under the Credit Agreement in connection
with the consummation of the Transaction as provided herein.


 


NOW, THEREFORE,
in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                 
Consents. The Required Lenders hereby acknowledge and agree that, effective as of the Amendment Effective
Date (as defined below), the Transaction shall for all purposes under the Credit Documents or otherwise constitute a Facility Disposition
permitted pursuant to Section 6.4(a)(ii) of the Credit Agreement, notwithstanding the fact that that the Transaction will
not comply with the proviso at the end of Section 6.4(a) and that the Borrower will not apply the Net Cash Proceeds of the
Transaction (the “Transaction Proceeds”) as required pursuant to Section 2.3(c) of the Credit Agreement (compliance
with each such provision being waived by the Required Lenders pursuant hereto).


 






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2.                 
Waivers. As of the Amendment Effective Date, the Required Lenders hereby waive:


 


(a)               
Any mandatory prepayment required pursuant to Section 2.3(c)(i) of the Credit Agreement as a result of the consummation
of the Transaction; it being acknowledged and agreed by the Required Lenders hereunder that the Transaction Proceeds shall not
constitute Excess Cash Flow under the Credit Agreement; and


 


(b)              
The Defaults and Events of Default, if any, arising under Sections 7.1(a), (b) and (c) of the Credit
Agreement in connection with the consummation of the Transaction (irrespective of whether any such Default or Event of Default
shall arise prior to, on or after the date hereof).


 


3.                 
No Other Amendments or Waivers. This Agreement, and the terms and provisions hereof, constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede any and all prior or contemporaneous amendments
relating to the subject matter hereof. Except as expressly set forth herein, the Credit Agreement shall remain unchanged and in
full force and effect. To the extent any terms or provisions of this Agreement conflict with those of the Credit Agreement, the
terms and provisions of this Agreement shall control. Except as expressly set forth herein, the execution, delivery, and performance
of this Agreement shall not operate as a waiver, or as an amendment, of any right, power or remedy of the Administrative Agent
or the Lenders under the Credit Agreement or any of the other Credit Documents as in effect prior to the date hereof, nor constitute
a waiver of any provision of the Credit Agreement or any of the other Credit Documents. The agreements set forth herein are limited
to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based,
shall not excuse future non-compliance under the Credit Agreement or other Credit Documents, and shall not operate as a consent
or waiver to any further or other matter, under the Credit Documents.


 


4.                 
Effectiveness. This Agreement shall become effective as of the first date (the “Amendment Effective
Date”) on which the following conditions precedent are satisfied (or waived by the Required Lenders):


 


(a)               
Execution of Agreement. Each Credit Party and the Required Lenders shall have duly executed and delivered this Agreement.


 


(b)              
No Existing Defaults. After giving effect to this Agreement, no Default or Event of Default shall exist as of the
Amendment Effective Date.


 


(c)               
Payment of Costs and Expenses. The Borrower shall have paid all unpaid fees, costs and expenses to the extent then
due and payable pursuant to Section 9.5 of the Credit Agreement and as otherwise agreed to by Borrower.


 


(d)              
Representations and Warranties. The representations and warranties made or deemed made by the Credit Parties under
this Agreement shall be true and correct as of the Amendment Effective Date.


 


(e)               
Series A Amendment. The Administrative Agent shall have received a fully executed copy of that certain Series A Amendment
and Consent Agreement, dated as of the date hereof, by and among the Credit Parties, the Required Lenders and the Required Revolving
Lenders (for the purpose of this Section 5(e) only, as each such term is defined in the Series A Credit Agreement), and
such amendment and consent agreement shall have become effective.


 


 






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(f)               
Officer’s Certificate. The Administrative Agent shall have received an officer’s certificate in the form
attached hereto as Exhibit 1 executed by the Chief Executive Officer of the Borrower.


 


5.                 
Representations and Warranties. To induce the Lenders to enter into this Agreement, each Credit Party hereby
jointly and severally represents and warrants to the Lenders that:


 


(a)               
The execution, delivery and performance by each Credit Party of this Agreement are within its corporate power, have been
duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required),
and do not and will not contravene or conflict with any provision of law applicable to any Credit Party, the certificate of incorporation,
certificate of formation, by-laws, operating agreement or other applicable organizational documents of any Credit Party, any order,
judgment or decree of any court or Governmental Authority, or any agreement, instrument or document, in each case, binding upon
any Credit Party or any of its property;


 


(b)              
Each of the Credit Agreement and the other Credit Documents are the legal, valid and binding obligations of each Credit
Party and party thereto, enforceable against each Credit Party in accordance with their terms, except as such enforceability may
be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability
from time to time in effect affecting the enforcement of creditors’ rights and remedies and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(c)               
No approval, consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority
or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Credit Parties
or with the validity or enforceability of this Agreement against the Credit Parties (in each case, other than those which have
been obtained on or prior to the Amendment Effective Date).


 


(d)              
This Agreement has been duly executed and delivered by such Credit Party;


 


(e)               
After giving effect to this Agreement, no Default or Event of Default exists.


 


6.                 
Affirmation of Guarantee. By executing this Agreement, each Guarantor hereby acknowledges, consents and agrees
that all of its obligations and liabilities under the provisions of each Credit Document to which it is a party remain in full
force and effect, and that the execution and delivery of this Agreement and any and all documents executed in connection therewith
shall not alter, amend, reduce or modify its obligations and liabilities under Article X of the Credit Agreement or any
of the other Credit Documents to which it is a party.


 


 






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7.                 
Miscellaneous.


 


(a)               
Credit Document. This Agreement shall be a Credit Document for all purposes.


 


(b)              
Captions. Section captions used in this Agreement are for convenience only, and shall not affect the construction
of this Agreement.


 


(c)               
Governing Law. This Agreement shall be a contract made under and governed by the laws of the State of New York, without
regard to conflict of laws principles. Whenever possible each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under the laws of the State of New York, but if any provision of this Agreement shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Agreement.


 


(d)              
Counterparts. This Agreement may be executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Agreement. Counterparts delivered by facsimile or other electronic transmission shall be deemed originals
for all purposes.


 


(e)               
Successors and Assigns. This Agreement shall be binding upon the Borrower, the Guarantors and the Lenders and their
respective successors and permissible assigns, and shall inure to the sole benefit of the Borrower, the Guarantors and the Lenders
and the successors and permissible assigns of such parties.


 


(f)               
References. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement”,
“this Credit Agreement”, “hereunder”, “herein”, “hereof” or words of like import
referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by this Agreement. Upon the effectiveness
of this Agreement, each reference in the Credit Documents to the “Credit Agreement”, “thereunder”, “therein”,
“thereof” or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as
amended by this Agreement.


 


(g)              
Continued Effectiveness. Notwithstanding anything contained herein, the terms of this Agreement are not intended
to and do not serve to effect a novation as to the Credit Agreement. The Credit Agreement and each of the Credit Documents, as
amended hereby, shall remain in full force and effect.


 


(h)              
Borrower Covenant. Promptly upon receipt, the Borrower hereby acknowledges and agrees to deposit the Transaction
Proceeds less cash in the aggregate amount of $10,000,000 (such aggregate amount, the “Excluded Amount”) into a segregated
deposit account (the “Segregated Account”) in the name of the Borrower and not to withdraw such portion of the Transaction
Proceeds from such account or invest, expend or use such Transaction Proceeds in any manner without obtaining the prior written
consent of the Required Lenders. Subject to the Intercreditor Agreement, the Borrower hereby agrees to use commercially reasonable
efforts to enter into (as soon as reasonably practicable, but in no event later than 30 days, after the date hereof) a Deposit
Account Control Agreement with the Administrative Agent (for the benefit of the Lenders) and the applicable deposit bank with respect
to the Segregated Account. For the avoidance of doubt, the undersigned Lenders hereby acknowledge and agree that the Borrower shall
be permitted to invest, expend or use the Excluded Amount as determined by the Borrower in its sole discretion.


 


[Signature pages
follow]


 


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.


 


BORROWER:


 


RIVIERA HOLDINGS CORPORATION,


a Nevada corporation


 


 


By:      /s/ Andy
Choy


Name: Andy Choy


Title: President and Chief Executive Officer


 


 


 


GUARANTORS:


 


RIVIERA OPERATING CORPORATION,


a Nevada corporation


 


 


By:      /s/ Andy
Choy


Name: Andy Choy


Title: President and Chief Executive Officer


 


RIVIERA BLACK HAWK, INC.,


a Colorado corporation


 


 


By:      /s/ Andy
Choy


Name: Andy Choy


Title: President and Chief Executive Officer


 


[Signature Page
to Series B Amendment and Consent Agreement]


 






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SCH/VII Bonds, L.L.C.,


as a Lender


 


 


By:      /s/ Marcos
Alvarado


Name: Marcos Alvarado


Title: Senior Vice President


 


SCH/VII Bonds II, L.L.C.,


as a Lender


 


 


By:      /s/ Marcos
Alvarado


Name: Marcos Alvarado


Title: Senior Vice President


 


SCH/VII Bonds III, L.L.C.,


as a Lender


 


 


By:      /s/ Marcos
Alvarado


Name: Marcos Alvarado


Title: Senior Vice President


 


SCH/VII Bonds IV, L.L.C.,


as a Lender


 


 


By:      /s/ Marcos
Alvarado


Name: Marcos Alvarado


Title: Senior Vice President


 


Desert Rock Enterprises, LLC,


as a Lender


 


 


By:      /s/ Daniel
Morrell


Name: Daniel Morrell


Title: Chief Financial Officer


 


 


[Signature Page
to Series B Amendment and Consent Agreement] 


 



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Cerberus Series Four Holdings, LLC,


as a Lender


 


By:Cerberus Institutional Partners, L.P. –
Series Four, its Managing Member


 


By:Cerberus Institutional Associates, L.L.C., its
General Partner


 


 


By:      /s/ Seth
Plattus


Name: Seth Plattus


Title: Senior Managing Director


 


Strategic Value Special Situations Master Fund, L.P.,
as a Lender


 


By:SVP Special Situations LLC, its Investment Manager


 


 


By:      /s/ Lewis
Schwartz


Name: Lewis Schwartz


Title: Chief Financial Officer


 


 


[Signature Page
to Series B Amendment and Consent Agreement]


 






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Exhibit 1


 


Form of Officer’s Certificate


 


Pursuant to Section 4(f) of the Series B Amendment
and Consent Agreement, dated as of April ___, 2012 (the “Agreement”; capitalized terms used but not defined herein
shall have the respective meanings given to such terms in the Agreement), by and among RIVIERA HOLDINGS CORPORATION, a Nevada
corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER as identified on the signature pages thereto
and those financial institutions party to the Credit Agreement as Lenders as identified on the signature pages thereto (such Lenders
constituting the Required Lenders under and as defined in the Credit Agreement), the undersigned, acting solely in his capacity
as Chief Executive Officer of the Borrower, and not in his individual capacity, hereby certifies as follows:


 


1.On or prior to the date hereof, the
Borrower has deposited the Transaction Proceeds less the Excluded Amount into the following segregated deposit account in the name
of the Borrower (the “Segregated Account”)


 


Name of Bank: ___________________________


City/State of Bank: ___________________________


ABA Number of Bank:___________________________


Name of Account:___________________________


Account Number at Bank: ___________________________;


 


2.The Borrower shall not withdraw such
portion of the Transaction Proceeds from the Segregated Account or invest, expend or use such Transaction Proceeds in any manner
without obtaining the prior written consent of the Required Lenders; and


 


3.Subject to the Intercreditor Agreement,
the Borrower shall use commercially reasonable efforts to enter into (as soon as reasonably practicable, but in no event later
than 30 days, after the date hereof) a Deposit Account Control Agreement with the Administrative Agent (for the benefit of the
Lenders) and the applicable deposit bank with respect to the Segregated Account.


 


IN WITNESS WHEREOF, the undersigned has hereunto
executed this officer’s certificate as of the date set forth below.


 


 


 


By: ________________________________


Name: Andy Choy


Title: Chief Executive Officer


Date:
April ___, 2012