1. | Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Indenture, as amended hereby. |
2. | Amendments. Company and Trustee hereby amend the Indenture as set forth below: |
(a) | Subsection 3.10(a) of the Indenture is amended to read in its entirety as follows: |
(b) | Subsection 4.10(g) of the Indenture is amended to read in its entirety as follows: |
(c) | Section 4.41 of the Indenture is amended to read in its entirety as follows: |
Four Fiscal Quarters Ending | Maximum Total Leverage Ratio | |
December 31, 2018 | 5.25 to 1.00 | |
March 31, 2019 | 6.00 to 1.00 | |
June 30, 2019 | 6.00 to 1.00 | |
September 30, 2019 | 6.00 to 1.00 | |
December 31, 2019 | 6.00 to 1.00 | |
March 31, 2020 | 6.00 to 1.00 | |
June 30, 2020 | 5.75 to 1.00 | |
September 30, 2020 | 5.75 to 1.00 | |
December 31, 2020 | 5.50 to 1.00 | |
March 31, 2021 | 5.50 to 1.00 | |
June 30, 2021 | 5.25 to 1.00 | |
September 30, 2021 | 5.25 to 1.00 | |
December 31, 2021 | 5.00 to 1.00 | |
March 31, 2022 | 4.75 to 1.00 | |
June 30, 2022 | 4.75 to 1.00 | |
September 30, 2022 | 4.75 to 1.00 | |
December 31, 2022 | 4.75 to 1.00 | |
March 31, 2023 and the last day of each fiscal quarter thereafter | 4.50 to 1.00 |
3. | Ratification. Except as specifically amended hereby, the Indenture and the Collateral Documents shall remain in full force and effect and are hereby ratified and confirmed. |
4. | Conditions Precedent. This Amendment shall be effective upon the execution and delivery of this Amendment by all parties, together with all of the following: |
(a) | The Notes Purchase Agreement shall be duly executed and delivered by each party thereto, and all conditions precedent to effectiveness of the Notes Purchase Agreement shall have been completed or waived. |
(b) | The Required Noteholders shall have directed Cede & Co. to execute a Consent of Noteholder consenting to this Amendment, and Cede & Co. shall have executed such consents on behalf of the Holders. |
(c) | With respect to each beneficial owner on whose behalf Cede & Co. has executed a Consent of Noteholder consenting to this Amendment, the Company shall have paid directly to such beneficial owner a consent fee in an amount equal to 0.2% of the face amount of Notes held by such Holder. |
5. | Counterparts. This Amendment may be executed in any number of counterparts, by electronic or other means, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. |
6. | Governing Law. This Amendment shall be governed exclusively by and construed in accordance with the laws of the State of New York. Each of the Company and Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment, the Indenture, the Notes, or the transactions contemplated hereby. |
7. | The Trustee. The recitals contained herein, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Amendment. In the performance of its obligations hereunder, the Trustee shall be provided with all rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Indenture. |
COMPANY: | ||||
FULL HOUSE RESORTS, INC., | ||||
a Delaware corporation | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Senior Vice President, Chief Financial Officer and Treasurer | ||||
GUARANTORS: | ||||
FULL HOUSE SUBSIDIARY, INC., | ||||
a Delaware corporation | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
FULL HOUSE SUBSIDIARY II, INC., | ||||
a Nevada corporation | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
STOCKMAN’S CASINO, | ||||
a Nevada corporation | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
GAMING ENTERTAINMENT (INDIANA) LLC, | ||||
a Nevada limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
GAMING ENTERTAINMENT (NEVADA) LLC, | ||||
a Nevada limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Manager | ||||
SILVER SLIPPER CASINO VENTURE LLC, | ||||
a Delaware limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Treasurer | ||||
GAMING ENTERTAINMENT (KENTUCKY) LLC, | ||||
a Nevada limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
RICHARD & LOUISE JOHNSON, LLC, | ||||
a Kentucky limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Treasurer | ||||
FHR-COLORADO LLC, | ||||
a Nevada limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Vice President and Treasurer | ||||
FHR-ATLAS LLC, | ||||
a Nevada limited liability company | ||||
By: | /s/ Lewis Fanger | |||
Name: Lewis Fanger | ||||
Title: Treasurer |
TRUSTEE: | ||||
WILMINGTON TRUST, NATIONAL ASSOCIATION | ||||
By: | /s/ Quinton M. DePompolo | |||
Name: Quinton M. DePompolo | ||||
Title: Banking Officer | ||||
COLLATERAL AGENT: | ||||
WILMINGTON TRUST, NATIONAL ASSOCIATION | ||||
By: | /s/ Quinton M. DePompolo | |||
Name: Quinton M. DePompolo | ||||
Title: Banking Officer | ||||