ASSIGNMENT AGREEMENT
Exhibit 10.3
THIS ASSIGNMENT AGREEMENT, dated as of the date set forth at the top of Attachment 1 hereto,
by and among:
(1) The financial institution designated under item A of Attachment 1 hereto as the Assignor
Lender (“Assignor Lender”); and
(2) The financial institution designated under item B of Attachment 1 hereto as the Assignee
Lender (“Assignee Lender”).
RECITALS
A. Assignor Lender is one of the Lenders which is a party to the Credit Agreement, dated as of
October 29, 2010 (as amended, supplemented or otherwise modified in accordance with its terms from
time to time, the “Credit Agreement”), by and among FULL HOUSE RESORTS, INC., a Delaware
corporation (the “Borrower”), the financial institutions listed in Schedule I to the Credit
Agreement (the “Lenders”), Xxxxx Fargo Bank, National Association, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”), as Collateral Agent, as
Security Trustee, as L/C Issuer and as Swing Line Lender.
B. Assignor Lender wishes to sell and assign, and Assignee Lender wishes to purchase and
assume a portion of Assignor Lender’s rights under the Credit Agreement pursuant to Section
8.05(c) of the Credit Agreement.
AGREEMENT
Now, therefore, the parties hereto hereby agree as follows:
1. Definitions. Except as otherwise defined in this Assignment Agreement, all
capitalized terms used herein and defined in the Credit Agreement have the respective meanings
given to those terms in the Credit Agreement.
2. Sale and Assignment. On the terms and subject to the conditions of this Assignment
Agreement, Assignor Lender hereby agrees to sell, assign and delegate to Assignee Lender and
Assignee Lender hereby agrees to purchase, accept and assume the rights, obligations and duties of
a Lender under the Credit Agreement and the other Credit Documents having a Revolving Loan
Commitment, Term Loan and corresponding Proportionate Shares as set forth under Column 1 opposite
Assignee Lender’s name on Attachment 1 hereto. Such sale, assignment and delegation shall become
effective on the date designated in Attachment 1 hereto (the “Assignment Effective Date”),
which date shall be, unless the Administrative Agent shall otherwise consent, at least five (5)
Business Days after the date following the date counterparts of this Assignment Agreement are
delivered to the Administrative Agent in accordance with Section 3 hereof.
3. Assignment Effective Notice. Upon (a) receipt by the Administrative Agent of
counterparts of this Assignment Agreement (to each of which is attached a fully completed
Attachment 1), each of which has been executed by Assignor Lender and Assignee Lender (and, to the
extent required by Section 8.05(c) of the Credit Agreement, by the Borrower and the
Administrative Agent) and (b) payment to the Administrative Agent of the registration and
processing fee specified in Section 8.05(e) of the Credit Agreement by Assignor Lender, the
Administrative Agent will transmit to the Borrower, Assignor Lender and Assignee Lender an
Assignment Effective Notice substantially in the form of Attachment 2 hereto, fully completed (an
“Assignment Effective Notice”).
4. Assignment Effective Date. At or before 12:00 noon (local time of Assignor Lender)
on the Assignment Effective Date, the sale, assignment and delegation to Assignee Lender of such
Revolving Loan Commitment (and related Loans and participations in L/C Obligations), Term Loan and
corresponding Proportionate Shares as described in Section 2 hereof shall become effective.
5. Payments After the Assignment Effective Date. Assignor Lender and Assignee Lender
hereby agree that the Administrative Agent shall, and hereby authorize and direct the
Administrative Agent to, allocate amounts payable under the Credit Agreement and the other Credit
Documents as follows:
(a) All principal payments made after the Assignment Effective Date with respect to each
Revolving Loan Commitment, Term Loan and corresponding Proportionate Shares assigned to Assignee
Lender pursuant to this Assignment Agreement shall be payable to Assignee Lender.
(b) All interest, fees and other amounts accrued after the Assignment Effective Date with
respect to the Revolving Loan Commitment, Term Loan and corresponding Proportionate Shares assigned
to Assignee Lender pursuant to this Assignment Agreement shall be payable to Assignee Lender.
Assignor Lender and Assignee Lender shall make any separate arrangements between
themselves which they deem appropriate with respect to payments between them of amounts paid under
the Credit Documents on account of the Revolving Loan Commitment, Term Loan and corresponding
Proportionate Shares assigned to Assignee Lender, and neither the Administrative Agent nor the
Borrower shall have any responsibility to effect or carry out such separate arrangements.
6. Delivery of Notes. On or prior to the Assignment Effective Date, Assignor Lender
will deliver to the Administrative Agent the Notes (if any) payable to Assignor Lender. On or
prior to the Assignment Effective Date, if requested, the Borrower will deliver to the
Administrative Agent new Notes for Assignee Lender and Assignor Lender, in each case in principal
amounts reflecting, in accordance with the Credit Agreement, their respective Revolving Loan
Commitments and Term Proportionate Share of the Term Loan (as adjusted pursuant to this Assignment
Agreement). As provided in Section 8.05(c) of the Credit Agreement, each such new Note
shall be dated the Initial Funding Date or such other date as may be agreed to by the Assignee
Lender. Promptly after the Assignment Effective Date, if new Notes are requested, the
Administrative Agent will send to each of Assignor Lender and Assignee Lender, as applicable, its
new Notes and, if applicable, will send to the Borrower the superseded Notes payable to Assignor
Lender, marked “Replaced.”
2
7. Delivery of Copies of Credit Documents. Concurrently with the execution and
delivery hereof, Assignor Lender will provide to Assignee Lender (if it is not already a Lender
party to the Credit Agreement) conformed copies of all documents delivered to Assignor Lender on or
prior to the Initial Funding Date in satisfaction of the conditions precedent set forth in the
Credit Agreement.
8. Further Assurances. Each of the parties to this Assignment Agreement agrees that
at any time and from time to time upon the written request of any other party, it will execute and
deliver such further documents and do such further acts and things as such other party may
reasonably request in order to effect the purposes of this Assignment Agreement.
9. Further Representations, Warranties and Covenants. Assignor Lender and Assignee
Lender further represent and warrant to and covenant with each other, the Administrative Agent, the
Lenders and the Borrower as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of
the interest being assigned hereby free and clear of any adverse claim, Assignor Lender makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Credit Agreement or the other Credit Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or the other Credit Documents furnished or the Collateral or any security interest
therein.
(b) Assignor Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or any of the Guarantors or any of their
obligations under the Credit Agreement or any other Credit Documents.
(c) Assignee Lender confirms that it has received a copy of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement.
(d) Assignee Lender will, independently and without reliance upon the Administrative Agent,
Assignor Lender or any other Lender and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement and the other Credit Documents.
(e) Assignee Lender appoints and authorizes the Administrative Agent to take such action as
the Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as the Administrative Agent is authorized to exercise by the terms
thereof, together with such powers as are reasonably incidental thereto, all in accordance with
Article VII of the Credit Agreement.
(f) Assignee Lender agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement and the other Credit Documents are required
to be performed by it as a Lender.
3
(g) Attachment 1 hereto sets forth administrative information with respect to Assignee Lender.
10. Effect of this Assignment Agreement. On and after the Assignment Effective Date,
(a) Assignee Lender shall be a Lender with a Revolving Loan Commitment, Term Loan and corresponding
Proportionate Shares equal to that set forth under Column 2 opposite Assignee Lender’s name on
Attachment 1 hereto and shall have the rights, duties and obligations of such a Lender under the
Credit Agreement and the other Credit Documents and (b) Assignor Lender shall be a Lender with a
Revolving Loan Commitment, Term Loan and corresponding Proportionate Shares equal to that set forth
under Column 2 opposite Assignor Lender’s name on Attachment 1 hereto, and shall have the rights,
duties and obligations of such a Lender under the Credit Agreement and the other Credit Documents
or, if the Revolving Loan Commitment or any Term Loan of Assignor Lender has been reduced to $0,
Assignor Lender shall cease to be a Lender and shall have no further obligation to make any Loans.
11. Miscellaneous. This Assignment Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without reference to conflicts of law rules
other than Section 5-1401 of the General Obligations Law of the State of New York. Section
headings in this Assignment Agreement are for convenience of reference only and are not part of the
substance hereof.
[This Space Intentionally Left Blank]
4
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers as of the date set forth in Attachment 1 hereto.
| CAPITAL ONE, N.A., as Assignor Lender |
||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| BANK OF NEVADA, as Assignee Lender |
||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
5
| CONSENTED TO AND ACKNOWLEDGED BY: | ||||||
| FULL HOUSE RESORTS, INC., a Delaware corporation |
||||||
By: |
||||||
| Name: | ||||||
| Title: | ||||||
6
| CONSENTED TO, ACKNOWLEDGED BY, AND ACCEPTED FOR RECORDATION IN REGISTER: |
||||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent |
||||||
By: |
||||||
| Name: | ||||||
| Title: | ||||||
7
ATTACHMENT 1
TO ASSIGNMENT AGREEMENT
NAMES, ADDRESSES, REVOLVING LOAN COMMITMENTS, TERM LOANS AND
PROPORTIONATE SHARES OF ASSIGNOR LENDER AND ASSIGNEE LENDER
AND ASSIGNMENT EFFECTIVE DATE
TO ASSIGNMENT AGREEMENT
NAMES, ADDRESSES, REVOLVING LOAN COMMITMENTS, TERM LOANS AND
PROPORTIONATE SHARES OF ASSIGNOR LENDER AND ASSIGNEE LENDER
AND ASSIGNMENT EFFECTIVE DATE
December 17, 2010
| Column 1 | Column 2 | |||||
| Revolving Loan Commitment | RLC, TLC, RPS and TPS | |||||
A.
|
ASSIGNOR LENDER | (“RLC”), Term Loan Commitment | After Assignment | |||
| (“TLC”), Revolving Proportionate | ||||||
| Share1 (“RPS”) and Term | ||||||
| Proportionate Share (“TPS”) | ||||||
| Transferred | ||||||
| Capital One, N.A. | RLC: $197,368.42 | RLC: $1,710,526.32 | ||||
| TLC: $1,302,631.58 | TLC: $11,289,473.68 | |||||
| RPS: 3.94736840% | RPS: 34.21052640% | |||||
| TPS: 3.94736842% | TPS: 34.21052630% | |||||
| Applicable Lending Office: | ||||||
| 000 Xx. Xxxxxxx Xxx, 00xx Xxxxx | ||||||
| Xxx Xxxxxxx, XX 00000 | ||||||
| Attention: Xxxxx Xxxxxxxx | ||||||
| Tel. No. (000) 000-0000 | ||||||
| Fax No. (000) 000-0000 | ||||||
| Address for Notices: | ||||||
| Capital One, N.A | ||||||
| 000 Xx. Xxxxxxx Xxx, 00xx Xxxxx | ||||||
| Xxx Xxxxxxx, XX 00000 | ||||||
| Attention: Xxxx X. Wales | ||||||
| Tel. No. (000) 000-0000 | ||||||
| Fax No. (000) 000-0000 | ||||||
| Wiring Instructions: | ||||||
| 1 | Revolving Proportionate Shares and Term Proportionate Shares in this Attachment 1 are calculated, in each case, after giving effect to (i) the Assignment Agreement between Xxxxx Fargo Bank, National Association and Bank of Nevada and (ii) the Commitment Increase Agreement, in each case being executed concurrently herewith |
| Column 1 | Column 2 | |||||
| Revolving Loan Commitment | RLC, TLC , RPS and TPS | |||||
B.
|
ASSIGNEE LENDER | (“RLC”), Term Loan | After Assignment | |||
| Commitment (“TLC”), | ||||||
| Revolving Proportionate Share | ||||||
| (“RPS”) and Term | ||||||
| Proportionate Share (“TPS”) Transferred |
||||||
| Bank of Nevada | RLC: $197,368.42 | RLC: $657,894.74 | ||||
| TLC: $1,302,631.58 | TLC: 4,342,105.26 | |||||
| RPS: 3.94736840% | RPS: 13.15789480% | |||||
| TPS: 3.94736842% | TPS: 34.21052630% | |||||
| Applicable Lending Office: | ||||||
| Bank of Nevada | ||||||
| 0000 X. Xxxxxx Xxxxxx | ||||||
| Xxx Xxxxx, Xxxxxx 00000 | ||||||
| Attention: Xxxxx Xxxxx | ||||||
| Tel. No. (000) 000-0000 | ||||||
| Fax No. (000) 000-0000 | ||||||
| Address for Notices: | ||||||
| 0000 X. Xxxxxx Xxxxxx | ||||||
| Xxx Xxxxx, Xxxxxx 00000 | ||||||
| Attention: Xxxxx X. Xxxxxxxxx | ||||||
| Tel. No. (000) 000-0000 | ||||||
| Fax No. (000) 000-0000 | ||||||
| Wiring Instructions: | ||||||
C.
|
ASSIGNMENT EFFECTIVE DATE: | |||||
| December 17, 2010 |
ATTACHMENT 2
TO ASSIGNMENT AGREEMENT
FORM OF
ASSIGNMENT EFFECTIVE NOTICE
FORM OF
ASSIGNMENT EFFECTIVE NOTICE
Reference is made to that certain Credit Agreement, dated as of October 29, 2010 (as amended,
supplemented or otherwise modified in accordance with its terms from time to time, the “Credit
Agreement”), by and among FULL HOUSE RESORTS, INC., a Delaware corporation (the
“Borrower”), the financial institutions listed in Schedule I to the Credit Agreement (the
“Lenders”), Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”), as Collateral Agent, as Security Trustee,
as L/C Issuer and as Swing Line Lender. The Administrative Agent hereby acknowledges receipt of
five executed counterparts of a completed Assignment Agreement, a copy of which is attached hereto.
Terms defined in such Assignment Agreement are used herein as therein defined.
Pursuant to such Assignment Agreement, you are advised that the Assignment Effective Date will
be December 17, 2010.
| Very truly yours, | ||||||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent |
||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
