to appear on any pages following the
Table of Contents/Authorities.
SCHEDULES
SCHEDULE I
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THE LENDERS
SCHEDULE 1.01(a)
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REAL PROPERTY SECURITY DOCUMENTS
SCHEDULE 3.01
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CONDITIONS PRECEDENT TO EFFECTIVENESS
SCHEDULE 3.02
CONDITIONS PRECEDENT TO INITIAL CREDIT EVENT
SCHEDULE 4.01(e)(iv)
GOVERNMENTAL AUTHORIZATIONS
SCHEDULE 4.01(g)
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LITIGATION
SCHEDULE 4.01(h)
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REAL PROPERTY
SCHEDULE 4.01(k)
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MULTIEMPLOYER PLANS
SCHEDULE 4.01(o)
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SUBSIDIARIES
SCHEDULE 4.01(v)
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AGREEMENTS WITH AFFILIATES, ETC.
SCHEDULE 5.02(a)
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EXISTING INDEBTEDNESS
SCHEDULE 5.02(b)
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EXISTING LIENS
SCHEDULE 5.02(e)
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EXISTING INVESTMENTS
EXHIBITS
EXHIBIT A
NOTICE OF LOAN BORROWING
EXHIBIT B
NOTICE OF CONVERSION
EXHIBIT C
NOTICE OF INTEREST PERIOD SELECTION
EXHIBIT D
NOTICE OF SWING LINE BORROWING
EXHIBIT E
REVOLVING LOAN NOTE
EXHIBIT F
TERM LOAN NOTE
EXHIBIT G
SWING LINE NOTE
EXHIBIT H
ASSIGNMENT AGREEMENT
EXHIBIT I
COMPLIANCE CERTIFICATE
EXHIBIT J
COLLATERAL CERTIFICATE
EXHIBIT K
NON-BANK CERTIFICATE
EXHIBIT L
FORM OF GUARANTY
EXHIBIT M
FORM OF SECURITY AGREEMENT
EXHIBIT N
GRAND VICTORIA EXCESS LAND
CREDIT AGREEMENT
THIS CREDIT AGREEMENT, dated as of October 29, 2010, is entered into by and
among: (1) FULL HOUSE RESORTS, INC., a Delaware corporation (the "Borrower");
(2) each of the financial institutions from time to time listed in Schedule I
hereto, as amended, restated, supplemented or otherwise modified from time to
time (collectively, the "Lenders"); and (3) WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Wells Fargo"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), as collateral agent for the Secured
Parties (as defined herein) (in such capacity, the "Collateral Agent"), as
security trustee for the Lenders (in such capacity, the "Security Trustee"), as
L/C Issuer and as Swing Line Lender. Wells Fargo Securities, LLC ("WFS") has
been given the titles of sole lead arranger and sole bookrunner in connection
with this Agreement.
RECITALS
A. The Borrower has requested that the Lenders provide certain credit facilities
to the Borrower.
B. The Lenders are willing to provide such credit facilities upon the terms and
subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
ARTICLE I. INTERPRETATION.
1.01. Definitions. Unless otherwise indicated in this Agreement or any other
Credit Document, each term set forth below, when used in this Agreement or any
other Credit Document, shall have the respective meaning given to that term
below or in the provision of this Agreement or other document, instrument or
agreement referenced below.
"Acquired Person" shall mean a Proposed Target that is the subject of a
Permitted Acquisition after the Effective Date.
"Acquired Portion" shall have the meaning given to that term in Section
2.01(h)(iv).
"Acquisition" shall mean the acquisition by the Borrower of the Purchased Assets
pursuant to the Acquisition Agreement.
"Acquisition Agreement" shall mean that certain Asset Purchase Agreement, dated
as of September 10, 2010, by and between Grand Victoria Casino & Resort, L.P.
and the Borrower.
"Acquisition Documents" shall mean, collectively, the Acquisition Agreement and
all documents executed in connection therewith and