ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT ("Agreement") is made and entered into this
25th day of July, 1997, by and among HARVEYS CASINO RESORTS, a Nevada
corporation ("HCR"), HARVEYS TAHOE MANAGEMENT COMPANY, INC., a Nevada
corporation ("HTMC"), and XXXXX FARGO BANK, National Association, as Agent
Bank on behalf of itself and each of the Lenders, Swingline Lender and L/C
Issuer described hereinbelow, hereinafter referred to as "Agent Bank".
R_E_C_I_T_A_L_S:
A. Reference is made to that certain Reducing Revolving Credit
Agreement, dated as of August 14, 1995, as amended by First Amendment to
Reducing Revolving Credit Agreement dated as of May 15, 1996, Second
Amendment to Reducing Revolving Credit Agreement dated as of May 23, 1996 and
Third Amendment to Reducing Revolving Credit Agreement dated September 30,
1996 (the "Existing Credit Agreement"), by and among Harveys Casino Resorts,
a Nevada corporation, Harveys C.C. Management Company, Inc., a Nevada
corporation, Harveys Wagon Wheel Casino Limited Liability Company, a Colorado
limited liability company and Harveys Iowa Management Co., Inc., a Nevada
corporation (collectively the "Existing Borrowers"), the Lenders therein
named (each, together with their respective successors and assigns,
individually being referred to as a "Lender" and collectively as the
"Lenders"), Xxxxx Fargo Bank, National Association, as the swingline lender
(herein in such capacity, together with its successors and assigns, the
"Swingline Lender"), Xxxxx Fargo Bank, National Association, as the issuer of
letters of credit hereunder (herein in such capacity, together with its
successors and assigns, the "L/C Issuer") and Xxxxx Fargo Bank, National
Association, as administrative and collateral agent for the Lenders,
Swingline Lender and L/C Issuer (herein, in such capacity, called the "Agent
Bank" and, together with the Lenders, Swingline Lender and L/C Issuer,
collectively referred to as the "Banks").
B. HTMC is a wholly owned subsidiary of HCR organized for the purpose
of holding title or leasehold interests, as applicable, to and operating the
hotel Casino and related business activities located on that certain real
property (the "Real Property") more particularly described on that certain
exhibit marked "Exhibit A", affixed hereto and by this reference incorporated
herein and made a part hereof.
C. The credit facilities established under the Existing Credit
Agreement are further evidenced by: (i) that certain Reducing Revolving
Credit Promissory Note (the "Note") dated August 14, 1995, in the original
principal sum of One Hundred Fifty Million Dollars ($150,000,000.00),
executed by Existing Borrowers, payable to the order of Agent Bank on behalf
of the Lenders, and (ii) that certain Swingline Note (the "Swingline Note"
and together with the Note, collectively the "Notes") dated August 14, 1995,
in the original principal sum of Five Million Dollars ($5,000,000.00),
executed by Existing Borrowers, payable to the order of Swingline Lender.
D. The Credit Agreement and Notes are secured by, amongst other
things, the following documents and instruments (herein collectively the
"Tahoe Security Documents"):
(i) Leasehold and Fee Deed of Trust, Fixture Filing and Security
Agreement with Assignment of Rents (Tahoe), recorded August 16,
1995, in the Official Records of Xxxxxxx County, Nevada, in Book
895, at Page 2526, as Document No. 368422;
(ii) UCC-1 Financing Statement (Tahoe) recorded August 16, 1995, in
the Official Records of Xxxxxxx County, Nevada, in Book 895, at
Page 2596, as Instrument No. 368427;
(iii) UCC-1 Financing Statement (Tahoe) filed in the Office of
the Secretary of State of the State of Nevada on August 16, 1995,
under File No. 9511516;
(iv) Assignment of Spacelease, Contracts, Rents and Revenues
(Tahoe) recorded August 16, 1995, in the Official Records of
Xxxxxxx County, Nevada, in Book 895, at Page 2571, as Instrument
No. 368425;
(v) Assignment of Permits, Licenses and Contracts (Tahoe) recorded
August 16, 1995, in the Official Records of Xxxxxxx County, Nevada,
in Book 895, at Page 2585, as Instrument No. 368426;
(vi) Assignment of Park Cattle Lease recorded August 16, 1995, in
the Official Records of Xxxxxxx
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County, Nevada, in Book 895, at Page 2553, as Instrument No. 368423;
(vii) Assignment of Tahoe Greenbelt Lease recorded August 16,
1995, in the Official Records of Xxxxxxx County, Nevada, in Book
895, at Page 2562, as Instrument No. 368424; and
(viii) Assignment of California Greenbelt Lease recorded August 16,
1995, in the Official Records of El Dorado County, California, in
Book 4522, at Page 088, as Document No. 036647.
E. Concurrently or substantially concurrently herewith, HCR has or is
about to transfer and convey to HTMC, all right, title and interest held by
HCR in and to the Real Property. Concurrently herewith, Existing Borrowers,
HTMC, HCR Services Company, Inc., a Nevada corporation ("HCRSC") and Banks
have entered into a Fourth Amendment to Reducing Revolving Credit Agreement
("Fourth Amendment to Credit Agreement" and together with the Existing Credit
Agreement, collectively the "Credit Agreement") for the purpose, amongst
other things, of providing for the assumption of the Credit Agreement and
Notes by HTMC and HCRSC.
F. HCR and Agent Bank desire to execute this Assumption Agreement for
the purpose of further evidencing HTMC's assumption of all duties,
obligations and liabilities as a Borrower under the Credit Agreement and the
Notes and of each duty, obligation and liability of HCR as set forth and
contained in the Tahoe Security Documents.
NOW, THEREFORE, in consideration of Banks' consent to the transfer of
HCR's fee and leasehold interests in and to the Real Property to HTMC and
other good and valuable considerations described in the Fourth Amendment to
Credit Agreement, the receipt whereof are hereby acknowledged, HTMC does
hereby agree and affirm to Agent Bank and each of the Banks as follows:
1. ASSUMPTION. HTMC shall and does hereby assume the Credit
Agreement, the Notes and each of the Tahoe Security Documents and takes its
ownership and leasehold interests in the Real Property subject to each and
every duty, obligation, promise, covenant, warranty, representation and other
commitment of HCR made in connection with the Credit Agreement, the Notes and
each of the Tahoe Security Documents.
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2. JOINDER BY HCR. HCR joins in the execution of this Assumption
Agreement for the purpose of evidencing its agreement and understanding that
nothing herein contained shall be construed or deemed to be a release of HCR
or any other Borrower from any of the terms, covenants, promises, assurances
and provisions contained in the Credit Agreement, Notes or any of the Loan
Documents.
3. GOVERNING LAW. This Assumption Agreement shall be governed by the
internal laws of the State of Nevada without reference to conflicts of law
principles.
4. COUNTERPARTS. This Assumption Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Assumption Agreement by
signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed as of the day and year first above written.
HTMC:
HARVEYS TAHOE MANAGEMENT
COMPANY, INC., a Nevada
corporation
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx,
President
HCR:
HARVEYS CASINO RESORTS,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx,
President
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxx,
Secretary
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AGENT BANK:
XXXXX FARGO BANK,
National Association,
successor by merger to
FIRST INTERSTATE BANK OF
NEVADA, N.A., on behalf of
itself and each of the Banks
By /s/ Xxx Xxxxxxxx
----------------------------
Xxx Xxxxxxxx,
Vice President
STATE OF NEVADA )
) ss
COUNTY OF Xxxxxxx )
--------
This instrument was acknowledged before me on July 28, 1997, by
XXXXXXX X. XXXXXXX as President of/for HARVEYS TAHOE MANAGEMENT COMPANY, INC.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------
Notary Public
STATE OF NEVADA )
) ss
COUNTY OF Xxxxxxx )
---------
This instrument was acknowledged before me on July 28, 1997, by
XXXXXXX X. XXXXXXX as President of/for HARVEYS CASINO RESORTS.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------
Notary Public
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STATE OF NEVADA )
) ss
COUNTY OF Xxxxxxx )
---------
This instrument was acknowledged before me on July 28, 1997, by
XXXXXXX X. XXXXXXXXX as Secretary of/for HARVEYS CASINO RESORTS.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------
Notary Public
STATE OF NEVADA )
) ss
COUNTY OF WASHOE )
This instrument was acknowledged before me on July 29, 1997, by
XXXXXXXX as Vice President of/for XXXXX FARGO BANK.
/s/ Xxxxxx Xxxxxx
----------------------------
Notary Public
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