dated as of July __, 2002
CONFIDENTIAL
Foothill Capital Corporation, as Agent
under the below-referenced Loan Agreement
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: FEE LETTER
Ladies and Gentlemen:
Reference hereby is made to that certain Loan and Security
Agreement, dated as of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement"),
among RIVIERA HOLDINGS CORPORATION, a Nevada corporation, RIVIERA OPERATING
CORPORATION, a Nevada corporation, and RIVIERA BLACK HAWK, INC., a Colorado
corporation (individually and collectively, and jointly and severally, the
"Borrower"), the Restricted Subsidiaries identified therein as the "Guarantors",
the lenders signatory thereto (the "Lenders"), and Foothill Capital Corporation,
a California corporation, as the arranger and administrative agent for the
Lenders ("Agent"). Capitalized terms used herein but not specifically defined
herein shall have the meanings ascribed to them in the Loan Agreement.
Each Borrower hereby agrees to pay, jointly and severally, the
following fees to Agent in connection with the financing set forth in the Loan
Agreement:
1. Closing Fee. The Borrowers shall pay to Agent, for its sole and separate
account and not the account of any Lender, a closing fee of $375,000 (minus the
amount of $187,500 previously paid to Agent on or about June 24, 2002 as a
commitment fee), which fee shall be due and payable in full on the Closing Date.
2. Unused Line Fee. On the first day of each month, an unused line fee in the
amount equal to 0.50% per annum times the result (but in no event less than
zero) of (a) the Maximum Revolver Amount, less (b) the sum of (i) the average
Daily Balance of Advances that were outstanding during the immediately preceding
month, plus (ii) the average Daily Balance of the Letter of Credit Usage during
the immediately preceding month. The foregoing notwithstanding, any such unused
line fee not otherwise paid shall be immediately due and payable upon the
termination of the Loan Agreement for whatever reason.
3. Loan and Collateral Servicing Fee. On the first day of each month during the
term of the Loan Agreement, commencing on the first day of the month following
the Closing Date, and thereafter until all Obligations have been paid in full
and the Loan Agreement terminated, the Borrowers shall pay to Agent, for its
sole and separate account and not the account of any Lender, a loan and
collateral servicing fee, in arrears, in an amount equal to $3,000. The
foregoing notwithstanding, any such fee not otherwise paid shall be immediately
due and payable upon the termination of the Loan Agreement for whatever reason.
The Borrower shall pay all amounts due and payable hereunder
to Agent in the manner set forth in the Loan Agreement. Agent hereby is
expressly authorized by the Borrowers to (i) charge such amounts due and owing
to Borrower's Loan Account, and (ii) designate such amounts as an Advance under
the Loan Agreement.
The Borrowers hereby acknowledge and agree that each fee
payable hereunder is fully earned as expressly provided above (or, if and to the
extent the date on which such fee is fully earned is not expressly provided
above, then on the date such fee is due and payable as provided above), that
each fee payable hereunder is non-refundable on the date such fee is due and
payable as provided above, and that such fee constitutes Obligations and is in
addition to any other fees payable by the Borrowers under the Loan Agreement or
any other Loan Document.
This letter agreement is the Fee Letter referred to in the
Loan Agreement, shall be construed under and governed by the laws of the State
of California, and may be executed in any number of counterparts and by
different parties on separate counterparts. Each of such counterparts shall be
deemed to be an original, and all of such counterparts, taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart
of this letter by telefacsimile shall be equally effective as delivery of a
manually executed counterpart.
[signature page follows]
Unless a copy of this letter is filed by Borrower in good
faith, pursuant to applicable securities laws, as an exhibit to a report made
and filed by Borrower with the SEC: (1) the contents of this letter shall be
confidential; and (2) this letter shall not be disclosed or displayed or its
contents otherwise disclosed to any third Person without the prior written
consent of Agent, except as required by law.
Very truly yours,
RIVIERA HOLDINGS CORPORATION, RIVIERA BLACK HAWK, INC.,
a Nevada Corporation a Colorado corporation
By_______________________________ By_______________________________
Name:____________________________ Name:____________________________
Title: _____________________________ Title: _____________________________
RIVIERA OPERATING CORPORATION, a Nevada corporation
By_______________________________
Name:____________________________
Title: _____________________________
Accepted and agreed to as of the date first above written:
FOOTHILL CAPITAL CORPORATION,
as Agent
By_______________________________
Name:____________________________
Title: _____________________________