Exhibit 4.2

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 7, 2022, is entered into by and among Full House Resorts, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, Capital One, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the First Amendment Lender (as defined below), the other Lenders party hereto and the Issuing Lenders party hereto.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as defined below), and the rules of construction set forth in the Credit Agreement shall apply to this Amendment.

RECITALS

WHEREAS, the Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of March 31, 2021 (as amended, amended and restated, refinanced, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”);

WHEREAS, the Borrower has requested additional Revolving Credit Commitments in an aggregate principal amount of $25,000,000 (the “First Amendment Revolving Credit Commitments” and the Revolving Loans made thereunder, the “First Amendment Revolving Loans”) on the First Amendment Effective Date (as defined below) under the Credit Agreement, which First Amendment Revolving Credit Commitments shall constitute an increase to, and have the same terms and conditions as, the existing Revolving Credit Commitments under the Credit Agreement;

WHEREAS, the institution set forth on Exhibit A hereto (the “First Amendment Lender”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide the First Amendment Revolving Credit Commitments to the Borrower on the First Amendment Effective Date in the amount set forth opposite its name under the heading “First Amendment Revolving Credit Commitments” on Exhibit A hereto and to make First Amendment Revolving Loans to the Borrower thereunder from time to time on and after the First Amendment Effective Date; and

WHEREAS, in connection with the First Amendment Revolving Credit Commitments, the Loan Parties have requested that the Administrative Agent and the existing Lenders amend certain provisions of the Credit Agreement, and the Administrative Agent and each of the Lenders party hereto (constituting all of the Lenders under the Credit Agreement) have agreed to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.First Amendment Revolving Credit Commitments.

(a)Subject to the conditions and upon the terms set forth in this Amendment and in reliance on the representations and warranties of the Loan Parties set forth in this Amendment, the First Amendment Lender hereby agrees to provide its First Amendment Revolving Credit Commitment as set forth on Exhibit A hereto on the terms set forth in this Amendment, and its First Amendment Revolving Credit Commitment shall be binding as of the First Amendment Effective Date.  The Revolving Credit Commitment of each Lender (including the First Amendment Lender) after giving effect to this Amendment shall be as set forth in Exhibit C annexed hereto.

(b)The First Amendment Revolving Credit Commitment of the First Amendment Lender is in addition to the First Amendment Lender’s existing Revolving Loans and Revolving Credit Commitments under the Credit Agreement immediately prior to the First Amendment Effective Date, if any (which shall continue under and be subject in all respects to the Credit Agreement and the other Loan Documents), and, immediately after giving effect to the amendments and modifications contemplated hereby, shall be subject in all respects to the terms of the Credit Agreement and the other Loan Documents.

(c)It is the understanding, agreement and intention of the parties that (i) the First Amendment Revolving Credit Commitments shall be part of the same class of commitments as the existing Revolving Credit Commitments under the Credit Agreement and shall constitute Revolving Credit Commitments under the Credit Agreement and the other Loan Documents and (ii) all First Amendment Revolving Loans incurred pursuant to the First Amendment Revolving Credit Commitments shall be part of the same class of loans as the existing Revolving Loans and shall constitute Revolving Loans under the Credit Agreement and the other Loan Documents.  The First Amendment Revolving Credit Commitments and the First Amendment Revolving Loans shall be subject to the provisions of the Credit Agreement and the other Loan Documents and shall be on terms and conditions identical to the existing Revolving Credit Commitments and the existing Revolving Loans, respectively, under the Credit Agreement.

(d)The First Amendment Revolving Credit Commitments may be drawn from time to time on or after the First Amendment Effective Date in accordance with Section 2.01(a) of the Credit Agreement and shall terminate as set forth in Section 2.05(a) of the Credit Agreement.  The First Amendment Revolving Loans borrowed under the First Amendment Revolving Credit Commitments shall be repaid in accordance with Section 2.03(a) and Section 2.05(c) of the Credit Agreement.

(e)The First Amendment Lender acknowledges and agrees that upon its execution of this Amendment that the First Amendment Lender shall on and as of the First Amendment Effective Date become, or continue to be, a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, shall be subject to and bound by the terms thereof, shall perform all the obligations of and shall have all rights of a “Lender” thereunder, and shall make available such amount to fund First Amendment Revolving Loans from time to time on and after the First Amendment Effective Date in accordance with the Credit Agreement.  The First Amendment Lender has delivered herewith to the Borrower and the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as the First Amendment Lender may be required to deliver to the Borrower and the Administrative Agent pursuant to Section 2.09 of the Credit Agreement.

(f)The First Amendment Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the schedules and exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Trustee, or any other Lender or Agent and based on 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; (iii) appoints and authorizes the Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) 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 Loan Documents are required to be performed by it as a Lender.

(g)The parties hereto hereby agree that, notwithstanding anything in the Credit Agreement to the contrary, the Administrative Agent is hereby authorized to take all actions as it may reasonably deem to be necessary to ensure that the First Amendment Revolving Credit Commitments and First Amendment Revolving Loans are included in the same class as the Revolving Credit Commitments and Revolving Loans and the Administrative Agent shall be authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

SECTION 2.Amendment to Credit Agreement.  Subject to the conditions and upon the terms set forth in this Amendment and in reliance on the representations and warranties of the Loan Parties set forth in this Amendment, each of the parties hereto agrees that, effective on the First Amendment Effective Date:

(a)the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit B hereto;

(b)Schedule 1.01(A) (Lenders and Lenders’ Commitments), Schedule 6.01(c) (Governmental Approvals), Schedule 6.01(o) (Properties) and Schedule 6.01(r) (Insurance) to the Credit Agreement are hereby amended and restated in their entirety as set forth in Exhibit C hereto;

(c)Exhibit C (Form of Notice of Borrowing) and Exhibit D (Form of LIBOR Notice) to the Credit Agreement are hereby amended and restated in their entirety as set forth in Exhibit D hereto; and

(d)except as set forth above, the schedules and exhibits to the Credit Agreement, in the forms thereof immediately prior to the First Amendment Effective Date, will continue to be the schedules and exhibits to the Credit Agreement.

SECTION 3.Representations and Warranties of the Loan Parties.  Each Loan Party hereby represents and warrants, as of the First Amendment Effective Date, as follows:

(a)The Borrower and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, (ii) has all requisite entity power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and, in the case of the Loan Parties, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

(b)The execution, delivery and performance by each Loan Party of this Amendment, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law (including any and all Gaming Laws) or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval (including any and all Gaming Licenses) applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) or (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

(c)This Amendment has been duly executed and delivered by each Loan Party hereto, and this Amendment is a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(d)No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or would result from this Amendment or any other Loan Documents becoming effective in accordance with its or their respective terms.

(e)After giving effect to the transactions contemplated by this Amendment and before and after giving effect to the Revolving Loans (including the First Amendment Revolving Loans) made, and the Letters of Credit issued, the Borrower and its Restricted Subsidiaries on a consolidated basis are Solvent.  No transfer of property is being made by the Borrower or any of its Restricted Subsidiaries and no obligation is being incurred by the Borrower or any of its Restricted Subsidiaries in connection with the transactions contemplated by this Amendment or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Borrower or any of its Restricted Subsidiaries.

(f)The representations and warranties contained in Article VI of the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).

SECTION 4.Effectiveness.  This Amendment shall be effective at the time that each of the conditions precedent set forth in this Section 4 shall have been satisfied or waived (such date, the “First Amendment Effective Date”):

(a)Amendment.  The Administrative Agent shall have received duly executed counterparts of this Amendment signed by the Loan Parties, the First Amendment Lender, each other Lender, each Issuing Lender and the Administrative Agent.

(b)Representations and Warranties.  The representations and warranties set forth in Section 3 shall be true, correct and complete in all respects as of the First Amendment Effective Date.

(c)No Default or Event of Default.  No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its or their respective terms.

(d)Search Results.  The Administrative Agent shall have received the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens).

(e)Expenses.  The Borrower shall have paid on or before the First Amendment Effective Date all fees, costs and expenses then payable pursuant to the Credit Agreement and the other Loan Documents (including this Amendment), including, without limitation, pursuant to Section 12.04 of the Credit Agreement (including, without limitation, reasonable legal fees and expenses of Latham & Watkins LLP, and of special Gaming and local counsel in any applicable jurisdiction, if any).

(f)Legal Opinions.  The Administrative Agent shall have received legal opinions of (i) Brownstein Hyatt Farber Schreck LLP, (ii) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, (iii) Bose McKinney & Evans LLP, (iv) Butler Snow LLP, (v) Dentons Bingham Greenebaum LLP, (vi) Jones Walker LLP and (vii) Taft Stettinius & Hollister LLP, counsel to the Loan Parties, as to such matters as the Administrative Agent and the Lenders may reasonably request, in each case, dated as of the First Amendment Effective Date.

(g)Revolving Loan Notes.  The Administrative Agent shall have received a duly executed Revolving Loan Note, dated as of the First Amendment Effective Date, for each Lender requesting a promissory note pursuant to Section 2.03(e) of the Credit Agreement.

(h)Secretary’s Certificates.  The Administrative Agent shall have received a certificate of an Authorized Officer of each Loan Party, dated as of the First Amendment Effective Date, (I) certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction); provided that, notwithstanding the foregoing, any Loan Party may comply with this clause (A) by certifying that there have been no changes, amendments, modifications or supplements to the Governing Documents of such Loan Party that were last delivered and certified to the Administrative Agent on the Effective Date, (B) as to a copy of the resolutions of such Loan Party authorizing the transactions contemplated by this Amendment and the execution, delivery and performance by such Loan Party of this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith or therewith, together with evidence of the incumbency of such authorized officers and (II) attaching a certificate of the appropriate official(s) of the jurisdiction of organization of each Loan Party certifying as of a recent date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdiction.

(i)Closing Certificate.  The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated as of the First Amendment Effective Date, certifying as to (i) the satisfaction of the conditions set forth in this Section 4 and (ii) the compliance with the representations and warranties set forth in Section 6.01(g) of the Credit Agreement.

(j)Solvency Certificate.  The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated as of the First Amendment Effective Date, certifying as to the solvency of the Borrower and the Loan Parties on a consolidated basis (before and after giving effect to the Revolving Loans made, and the Letters of Credit to be issued, on the First Amendment Effective Date).

(k)Approvals.  All material consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority (including any Gaming Authority) or other Person required in connection with this Amendment (including the extensions of credit hereunder) and the other Loan Documents shall have been obtained and shall be in full force and effect.

(l)Know-Your-Customer Requirements.  The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested at least five (5) Business Days prior to the First Amendment Effective Date that is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and all such documentation and other information shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(m)Beneficial Ownership Certification.  The Administrative Agent and the Lenders shall have received, at least two (2) Business Days prior to the First Amendment Effective Date (or such later date as agreed to by the Administrative Agent and the Lenders), a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to the extent requested not less than ten (10) Business Days prior to the First Amendment Effective Date.

(n)Flood Insurance Requirements.  The Administrative Agent shall have received evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Borrower and its Restricted Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Collateral Trustee as lenders loss payee on behalf of the Lenders.

(o)Additional Senior Secured Notes.  Prior to or substantially simultaneously with the occurrence of the First Amendment Effective Date, the Borrower shall have received the proceeds of the Senior Secured Notes that are issued on or about the First Amendment Effective Date in an aggregate principal amount of $100,000,000 (the “Additional Senior Secured Notes”).

(p)Additional Secured Debt Designation.  The Administrative Agent shall have received duly executed copies of an Additional Secured Debt Designation (as defined in the Collateral Trust Agreement) with respect to the First Amendment Revolving Credit Commitments and a Reaffirmation Agreement (as defined in the Collateral Trust Agreement).

(q)Mortgage Modifications.  The Administrative Agent shall have received duly executed copies of the documents required to be delivered pursuant to Section 3.8(d) of the Collateral Trust Agreement with respect to each Mortgaged Property with respect to the First Amendment Revolving Credit Commitments and the Additional Senior Secured Notes.

(r)Ship Mortgage Modifications.  The Administrative Agent shall have received (i) a duly executed modification (each such modification, a “Ship Mortgage Modification”) to each Ship Mortgage encumbering a Mortgaged Vessel in form suitable for recording that shall provide such Ship Mortgage remains in full force and effect and continues to secure the Secured Obligations (as defined in the Security Agreement), as amended by this Amendment, which modification shall be in form and substance reasonably satisfactory to the Administrative Agent, (ii) an opinion of counsel with respect to each Ship Mortgage Modification, which opinion shall be in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Administrative Agent and (iii) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of each Ship Mortgage as amended.  All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrower, including any recording charges, taxes, or other associated costs related thereto.

(s)Joinder of FHR-Illinois LLC.  The Administrative Agent shall have received duly executed copies of all documents required pursuant to Section 7.01(b) of the Credit Agreement, Section 7.19 of the Collateral Trust Agreement, Section 5.3 of the Security Agreement and Section 17 of the Intercompany Subordination Agreement, in connection with the joinder of FHR-Illinois LLC as a Guarantor under the Credit Agreement.

SECTION 5.Reaffirmation.  Each Loan Party (a) acknowledges and agrees that all of such Loan Party’s obligations under the Loan Documents (as amended, modified or affected hereby (including with respect to the First Amendment Revolving Credit Commitments)) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as amended, modified or affected by this Amendment, (b) reaffirms each Lien and security interest granted by it to the Collateral Trustee for the benefit of the Secured Parties to secure the Obligations (as amended, modified or affected hereby (including with respect to the First Amendment Revolving Credit Commitments)) and the Guarantees of the Obligations (as amended, modified or affected hereby (including with respect to the First Amendment Revolving Credit Commitments)) made by it pursuant to the Credit Agreement and (c) acknowledges and agrees that the grants of Liens and security interests by and the Guarantees of the Loan Parties contained in the Credit Agreement and the other Loan Documents are, and shall remain, in full force and effect after giving effect to this Amendment and the Credit Agreement and the transactions contemplated hereby and thereby.  Each Loan Party hereby consents to the amendments to the Credit Agreement effectuated hereby.

SECTION 6.Reference to and Effect upon the Loan Documents.

(a)Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents before giving effect to this Amendment, and all rights of the members of the Secured Parties and all of the Obligations, shall remain in full force and effect.  Each of the Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that, as of the First Amendment Effective Date, no Loan Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Document and nothing herein shall be deemed or otherwise construed to constitute a course of dealing between the parties hereto.

(b)Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement, this Amendment or any other Loan Document, (ii) except as expressly provided herein, amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Secured Party or (iii) constitute a course of dealing or other basis for altering any obligations or any other contract or instrument.

(c)From and after the First Amendment Effective Date, (i) all references to “Agreement,” “hereunder,” “hereof” or words of like import in the Credit Agreement and all references to the term “Credit Agreement,” “thereunder,” “thereof” or words of like import in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include this Amendment.  For the avoidance of doubt, FHR-Illinois LLC constitutes a “Guarantor” and a “Loan Party” for purposes of this Amendment.

(d)Neither the Administrative Agent nor any Lender has waived, is by this Amendment waiving or has any intention of waiving (regardless of any delay in exercising such rights and remedies) any Default or Event of Default which may be continuing on the First Amendment Effective Date or any Default or Event of Default which may occur after the First Amendment Effective Date, and neither the Administrative Agent nor any Lender has agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default, which may have occurred or are continuing as of the First Amendment Effective Date, or which may occur after the First Amendment Effective Date.

(e)The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a satisfaction, reinstatement, novation or release of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein.

SECTION 7.Costs and Expenses.  The expense reimbursement provisions set forth in Section 12.04 (Expenses; Attorneys’ Fees) of the Credit Agreement shall apply to this Amendment mutatis mutandis.

SECTION 8.Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc.  Each party hereto agrees that Sections 12.09 (Governing Law), 12.10 (Consent to Jurisdiction; Service of Process and Venue) and 12.11 (Waiver of Jury Trial, Etc.) of the Credit Agreement shall apply to this Amendment mutatis mutandis.

SECTION 9.Headings.  Headings used in this Amendment are for convenience only and shall not affect the interpretation of any provision hereof.

SECTION 10.Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment.  The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.  Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

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Exhibit A

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First Amendment Revolving Credit Commitments

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Exhibit B

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Amended Credit Agreement

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(see attached)

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CREDIT AGREEMENT

dated as of March 31, 2021
(as amended by the First Amendment to Credit Agreement, dated as of February 7, 2022)

by and among

FULL HOUSE RESORTS, INC.,

as Borrower,

THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders,

CAPITAL ONE, NATIONAL ASSOCIATION,

as Administrative Agent,

and

CAPITAL ONE, NATIONAL ASSOCIATION,

as Sole Lead Arranger and Bookrunner

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TABLE OF CONTENTS

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i

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ii

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SCHEDULES AND EXHIBITS

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iii

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iv

CREDIT AGREEMENT

Credit Agreement, dated as of March 31, 2021 (as amended by the First Amendment), by and among Full House Resorts, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time party hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Capital One, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

RECITALS

TheOn the Effective Date, the Borrower has asked the Lenders, and the Lenders agreed, to extend credit to the Borrower consisting of a revolving credit facility in an aggregate principal amount notequal to exceed $15,000,000 at any time outstanding, which will includeincludes a subfacility for the issuance of letters of credit in an aggregate amount not to exceed $5,000,000.

On the First Amendment Effective Date, the Borrower asked certain Lenders, and such Lenders agreed, to provide additional revolving credit commitments under such revolving credit facility in an aggregate principal amount equal to $25,000,000, thereby increasing the revolving credit facility to an aggregate principal amount equal to $40,000,000.

The proceeds of any Revolving Loan shall be used for general working capital and other corporate purposes of the Borrower and the other Loan Parties (other than Cripple Creek Expansion Project Costs) and to pay fees and expenses related to this Agreement.  The letters of credit will be used for general working capital and other corporate purposes of the Borrower and the other Loan Parties (other than Cripple Creek Expansion Project Costs).  The Lenders are severally, and not jointly, willing to extend such credit to the Borrower subject to the terms and conditions hereinafter set forth.

In consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CERTAIN TERMS

Section 1.01Definitions.  As used in this Agreement, the following terms shall have the respective meanings indicated below:

“Action” has the meaning specified therefor in Section 12.12.

“Additional Amount” has the meaning specified therefor in Section 2.09(a).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment;

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provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” has the meaning specified therefor in the preamble hereto.

“Administrative Agent Advances” has the meaning specified therefor in Section 10.08(a).

“Administrative Agent’s Account” means an account at a bank designated by the Administrative Agent from time to time as the account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders under this Agreement and the other Loan Documents.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.  Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an “Affiliate” of any Loan Party.

“Agent” means each of the Administrative Agent and the Collateral Trustee.

“Agreement” means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, including the First Amendment, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

“Anti-Corruption Laws” has the meaning specified therefor in Section 6.01(y).

“Anti-Money Laundering and Anti-Terrorism Laws” means any Requirement of Law relating to terrorism, economic sanctions or money laundering, including, without limitation, (a) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), a) the Bank Secrecy Act of 1970 (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), and the implementing regulations promulgated thereunder, b) the USA PATRIOT Act and the implementing regulations promulgated thereunder, c) the laws, regulations and Executive Orders administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), d) any law prohibiting or directed against terrorist activities or the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), and e) any similar laws enacted in the United States or any other jurisdictions in which the parties to this Agreement operate, as any of the foregoing laws have been, or shall hereafter be, amended, renewed, extended, or replaced and all other present and future legal requirements of any

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Governmental Authority governing, addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto.

“Applicable Margin” means (a) for the period beginning on the Effective Date and ending on, but excluding, the Final Completion Date, a per annum rate of interest equal to (i) in the case of any Reference Rate Loan (or any portion thereof), 2.50% and (ii) in the case of any LIBOR RateSOFR Loan (or any portion thereof), 3.50% and (b) from and after the Final Completion Date, a per annum rate of interest equal to (i) in the case of any Reference Rate Loan (or any portion thereof), 2.00% and (ii) in the case of any LIBOR RateSOFR Loan (or any portion thereof), 3.00%.

“Acquired Debt” means, with respect to any specified Person, (1) Indebtedness, Disqualified Equity Interests or preferred stock of any other Person existing at the time such other Person is merged, acquired, consolidated, liquidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness, Disqualified Equity Interests or preferred stock is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that, for the avoidance of doubt, if such Indebtedness, Disqualified Equity Interests, or preferred stock is redeemed, retired, or defeased (whether by covenant or legal defeasance), repurchased, discharged or otherwise repaid or acquired (or if irrevocable deposit has been made for the purpose of such repurchase, redemption, retirement, defeasance (whether covenant or legal), discharge or repayment or other acquisition) at the time, or substantially concurrently with the consummation, of the transaction by which such Person is merged, acquired, consolidated, liquidated or amalgamated with or into or became a Restricted Subsidiary (including by designation) of such specified Person, then such Indebtedness, Disqualified Equity Interests, or preferred stock shall not constitute Acquired Debt.

“Arranger” means Capital One, National Association, in its capacity as sole lead arranger and bookrunner.

“Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by the Administrative Agent in accordance with Section 12.07 hereof and substantially in the form of Exhibit B hereto or such other form acceptable to the Administrative Agent.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

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“Authorized Officer” means, with respect to any Person, the chief executive officer, chief operating officer, chief financial officer, treasurer or other financial officer performing similar functions, president, executive vice president or vice president of such Person.

“Availability” means, at any time, an amount equal to (a) the Total Revolving Credit Commitment less (b) the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) all Letter of Credit Obligations.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.08(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time and any successor statute or any similar federal or state law for the relief of debtors.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.08(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated or bilateral credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)​ ​in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)​ ​in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)​ ​a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no

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successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)​ ​a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)​ ​a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.08 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.08.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have Beneficial Ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.  The terms “Beneficially Own”, “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial

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Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Blocked Person” means any Person:

(a)(i) that is identified on the list of “Specially Designated Nationals and Blocked Persons” published by OFAC; (ii) that resides, is organized or chartered, or has a place of business in a country or territory that is the subject of an OFAC Sanctions Program; or (iii) which a U.S. Person is prohibited from dealing or engaging in a transaction with under any of the Anti-Money Laundering and Anti-Terrorism Laws; and

(b)that is owned or controlled by, or that owns or controls, or that is acting for or on behalf of, any Person described in clause (a) above.

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” means with respect to (a) any corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) a partnership, the board of directors of the general partner of the partnership, (c) a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) any other Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning specified therefor in the preamble hereto.

“Borrower’s Liquidity” means, as of any date of determination, the sum of (a) Availability as of such date and (b) the aggregate amount of unrestricted cash and Cash Equivalents on hand of the Loan Parties (excluding amounts on deposit in the Disbursement Agreement Accounts (as defined in the Senior Secured Notes Indenture as in effect on February 12, 2021)) (it being understood that cash or Cash Equivalents of the Loan Parties shall not be considered “restricted” for this purpose solely due to the restrictions set forth in any Secured Debt Document (as defined in the Collateral Trust Agreement)) maintained in deposit accounts in the name of a Loan Party in the United States as of such date, which deposit accounts are maintained with the Administrative Agent or subject to Control Agreements as of such date.

“Business Day” means (a) for all purposes other than as described in clause (b) below, any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close, and (b) with respect to the borrowing, payment or continuation of, or determination of interest rate on, LIBOR Rate Loans, any day that is a Business Day described in clause (a) above and on which dealings in Dollars may be carried on in the interbank eurodollar markets in New York City and London..

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“Capitalized Lease” means, with respect to any Person and subject to Section 1.04(a), any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a Capitalized Lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within twelve months from the date of acquisition thereof; (b) commercial paper, maturing not more than 270 days after the date of issue rated P 1 by Moody’s or A 1 by Standard & Poor’s; (c) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, which assets are primarily comprised of Cash Equivalents described in another clause of this definition; and (f) marketable tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s, in each case, maturing within 270 days from the date of acquisition thereof.

“Cash Management Bank” means any Person that provides Cash Management Services to a Loan Party to the extent that (a) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into such Cash Management Services but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Effective Date and the applicable Cash Management Services were entered into on or prior to the Effective Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender).

“Cash Management Obligations” means Indebtedness and other obligations owed by any Loan Party to any Cash Management Bank in respect of or in connection with any Cash Management Services and designated by the Cash Management Bank in writing to the Administrative Agent, as set forth in the first proviso in the definition of “Cash Management Services”.

“Cash Management Services” means any of the following products, services or facilities extended to any Loan Party by any Cash Management Bank: (a) any services provided

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from time to time to any Loan Party in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services; and (b) commercial credit card, purchase card and merchant card services; provided, however, that for any of the foregoing to be included as “Obligations” for purposes of a distribution under Section 4.03(b), the applicable Cash Management Bank must have previously provided written notice to the Administrative Agent of the existence of such Cash Management Services.  Any Cash Management Services established from and after (but not prior to) the time that the Lenders have received prior written notice from the Borrower or the Administrative Agent (or the Administrative Agent otherwise has knowledge) that an Event of Default exists, until such Event of Default has been waived in accordance with Section 9.01, shall not be included as “Obligations” for purposes of a distribution under Section 4.03(b).

“CFC” means a controlled foreign corporation as defined in Section 957 of the United States Internal Revenue Code of 1986, as amended.

“Change in Law” means the occurrence, after the date of this AgreementEffective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means each occurrence of any of the following:

(a)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the properties or assets of the Borrower, or the Borrower and its Restricted Subsidiaries taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act);

(b)the adoption of a plan relating to the liquidation or dissolution of the Borrower; or

(c)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Borrower (measured by voting power rather than number of shares), other than in connection with any transaction or transactions in which the record holders of the Voting Stock of the Borrower immediately prior to such transaction or transactions continue to have substantially the same proportionate

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ownership in an entity which owns all or substantially all of the assets of the Borrower immediately following such transaction or series of transactions.

“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations.  For the avoidance of doubt, the “Collateral” shall exclude the Senior Secured Notes Separate Collateral and Excluded Assets (as defined in the Security Agreement).

“Collateral Trust Agreement” means that certain Collateral Trust Agreement, dated as of February 12, 2021, among the Borrower, the Subsidiary Guarantors party thereto from time to time, the Administrative Agent, the Senior Secured Notes Trustee, the other Secured Debt Representatives (as defined therein) from time to time party thereto and the Collateral Trustee.

“Collateral Trustee” means Wilmington Trust, National Association, in its capacity as collateral trustee under the Collateral Trust Agreement, together with its successors in such capacity.

“Commitments” means, with respect to each Lender, such Lender’s Revolving Credit Commitment.

“Compliance Certificate” has the meaning assigned to such term in Section 7.01(a)(iii).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Reference Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

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(a)provision for taxes based on income or profits of such Person for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(b)Fixed Charges of such Person for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(c)any cost, charge, fee or expense (including discounts and commissions and including fees and charges incurred in respect of letters of credit or bankers’ acceptance financings) associated with any Indebtedness, including a refinancing thereof (whether or not successful) and the offering of the notes, any acquisition, any disposition, any equity offering, any recapitalization or Permitted Investment to the extent deducted in computing such Consolidated Net Income; plus

(d)cost savings that result, and cost savings that are expected in good faith to result, from actions taken, committed to be taken or planned to be taken, in each case within 12 months after the end of the relevant four consecutive fiscal quarters as certified in an officer’s certificate and calculated on a “run rate” basis such that the full recurring benefit associated therewith is taken into account without double counting the amount of actual benefits realized in connection therewith, during such four consecutive fiscal quarter period; provided that the aggregate amount added back in any period pursuant to this clause (d) shall not exceed 20% of Consolidated Cash Flow (calculated prior to any adjustment pursuant to this clause (d)); plus

(e)Pre-Opening Expenses not to exceed $10.0 million in any period of four consecutive fiscal quarters; plus

(f)any unusual or non-recurring losses or expenses not to exceed $2.5 million in any period of four consecutive fiscal quarters; plus

(g)depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses, losses or charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person for such period to the extent that such depreciation, amortization and other non-cash expenses, losses or charges were deducted in computing such Consolidated Net Income; plus

(h)any losses resulting from mark to market accounting of swap contracts or other derivative instruments; plus

(i)the amount of any restructuring costs, charges, accruals, expenses or reserves (including those relating to severance, relocation costs, contract termination costs and one-time compensation charges), costs and expenses incurred in connection with any non-recurring strategic initiatives, integration costs, referendum costs and other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses) and costs associated with establishing new facilities (other

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than to the extent such items represent the reversal of any accrual or reserve added back in a prior period); minus

(j)non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that the following shall be excluded: (i) the cumulative effect of a change in accounting principles; (ii) non-cash losses relating to the impairment or write-down in the carrying value of assets (including the impairment charges for any goodwill); (iii) any losses or write-offs of deferred financing charges and/or original issue discount in connection with the repayment of Indebtedness by the Borrower or any of its Restricted Subsidiaries; (iv) any non-cash gains or losses attributable to movement in the mark-to-market valuation of Hedging Obligations; (v) any gain or loss (together with any related provision for taxes thereon) realized in connection with any asset sale outside the ordinary course of business, (vi) any non-cash charges or expenses related to the repurchase of stock options or the Warrants, (vii) any expenses or reserves for liabilities to the extent that the Borrower or any of its Restricted Subsidiaries is entitled to indemnification therefor under binding agreements; provided that any such liabilities for which the Borrower or any of its Restricted Subsidiaries is not actually indemnified shall reduce Consolidated Net Income for the period in which it is determined that the Borrower or such Restricted Subsidiary will not be indemnified (to the extent such liabilities would otherwise reduce Consolidated Net Income without giving effect to this clause (vii)), (viii) losses, to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is not denied by the applicable carrier in writing within 180 days and in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption, (ix) the Net Income of any Unrestricted Subsidiary; provided, that Consolidated Net Income of the Borrower and its Restricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments (including management fees) that are actually paid or are payable in cash to the Borrower or a Restricted Subsidiary thereof in respect of such period by such Persons (or to the extent converted into cash).

“Consolidated Net Worth” means, with respect to any specified Person as of any date, the sum of: (a) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus (b) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of Preferred Stock (other than Disqualified Equity Interests) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such Preferred Stock.

“Contingent Indemnity Obligations” means any Obligation constituting a contingent, unliquidated indemnification or other similar obligation of any Loan Party, in each case, to the

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extent (a) such obligation has not accrued and is not yet due and payable and (b) no claim has been made with respect thereto.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Collateral Trustee, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Collateral Trustee.

“Core Property” means, collectively, Grand Lodge Casino in Incline Village, Nevada, Rising Star Casino Resort in Rising Sun, Indiana, Stockman’s Casino in Fallon, Nevada, Silver Slipper Casino Hotel in Bay St. Louis, Mississippi, and Bronco Billy’s in Cripple Creek, Colorado.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 12.23.

“Cripple Creek Expansion Project” means the additional parking structure with at least 300 parking spaces, hotel with at least 256 rooms, casino with at least 720 gaming positions (assuming each table represents six gaming positions) and related amenities proposed for construction after the date hereofEffective Date in Cripple Creek, Colorado substantially adjacent to Bronco Billy’s Hotel & Casino, Buffalo’s Casino, and Billy’s Casino.

“Cripple Creek Expansion Opening Date” has the meaning assigned to such term in the Senior Secured Notes Indenture.

“Cripple Creek Expansion Opening Deadline” has the meaning assigned to such term in the Senior Secured Notes Indenture.

“Cripple Creek Expansion Project Costs” has the meaning assigned to the term “Project Costs” in the Disbursement Agreement as in effect on February 12, 2021.

“Debtor Relief Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect.

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“Default” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Revolving Loans within 2 Business Days of the date such Revolving Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent or any Issuing Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Revolving Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after prior written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (e) has become the subject of a Bail-In Action.  Notwithstanding anything to the contrary herein, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, each Issuing Lender and each Lender.

“Designation” has the meaning specified therefor in Section 7.01(r)(i).

“Designation Amount” has the meaning specified therefor in Section 7.01(r)(i)(B).

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“Disbursement Agent” means Wilmington Trust, National Association, in its capacity as disbursement agent under the Disbursement Agreement, together with any of its successors in such capacity.

“Disbursement Agreement” means that certain Cash Collateral and Disbursement Agreement, dated as of February 12, 2021, by and among the Borrower, the Disbursement Agent, the Senior Secured Notes Trustee and the independent construction consultant party thereto.

“Disposition” means the sale, lease, conveyance or other disposition of any assets or rights of the Borrower or any of its Restricted Subsidiaries to any party that is not the Borrower or any such Restricted Subsidiary; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 7.02(c) and not by the provisions of Section 7.02(e).

“Disqualification” means, with respect to any Person:

(a)the failure of such Person to timely file pursuant to applicable Gaming Laws (i) any application required of such Person by any Gaming Authorities in connection with any licensing or approval required of such Person as a lender to the Borrower pursuant to applicable Gaming Laws or (ii) any application or other papers, in each case, required by any Gaming Authority in connection with a determination by such Gaming Authority of the suitability of such Person as a lender to the Borrower;

(b)the withdrawal by such Person (except where requested or permitted by any Gaming Authority) of any such application or other required papers;

(c)any final determination by a Gaming Authority pursuant to applicable Gaming Laws (i) that such Person is “unsuitable” as a lender to the Borrower, (ii) that such Person shall be “disqualified” as a lender to the Borrower or (iii) denying the issuance to such Person of a license or finding of suitability or other approval or waiver; or

(d)such Person has otherwise failed to obtain a license or finding of “suitability” or other approval required by a Gaming Authority pursuant to applicable Gaming Laws which failure results in a Material Adverse Effect on the Borrower and/or any Restricted Subsidiary.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations and the termination of the Commitments), (c) requires scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness

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or (ii) any other Equity Interests that would constitute Disqualified Equity Interests, in each case of clauses (a) through (d), prior to the date that is 180 days after the Final Maturity Date.

“Dollar,” “Dollars” and the symbol “$” each means lawful money of the United States of America.

“Domestic Subsidiary” means any direct or indirect Subsidiary of the Borrower incorporated or organized under the laws of the United States, any state thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning specified therefor in Section 5.01.  The Effective Date occurred on March 31, 2021.

“Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that was maintained at any time during the 6 calendar years preceding the date of any borrowing hereunder) for employees of the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Person or Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (a) from any assets, properties or businesses owned or operated by the Borrower or any of its Restricted Subsidiaries or any predecessor in interest; (b) from adjoining properties or businesses; or (c) onto any facilities which received Hazardous Materials generated by the Borrower or any of its Restricted Subsidiaries or any predecessor in interest.

“Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other Requirement of Law, permit, license or

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other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other government restrictions relating to the protection of the environment or the Release, deposit or migration of any Hazardous Materials into the environment.

“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by the Borrower or any of its Restricted Subsidiaries or (b) any facility which received Hazardous Materials generated by the Borrower or any of its Restricted Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Equity Interests” means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

“Equity Offering” means any public offering or private sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower pursuant to which the Borrower receives net proceeds of at least $5.0 million.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time.  References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified therefor in Section 9.01.

“Event of Loss” means, with respect to any asset, any (1) loss, destruction or damage of such asset, (2) condemnation, seizure or taking by exercise of the power of eminent domain or

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otherwise of such asset, or confiscation of such asset or the requisition of the use of such asset or (3) settlement in lieu of clause (2) above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Account” has the meaning specified therefor in the Security Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolving Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Revolving Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.09, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.09(d) and (d) any withholding Taxes imposed under FATCA.

“Expansion Capital Expenditures” means any capital expenditure by the Borrower or any of its Restricted Subsidiaries in respect of the purchase, construction or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that, in the Borrower’s reasonable determination, adds to or significantly improves (or is reasonably expected to add to or significantly improve) the property of the Borrower and its Restricted Subsidiaries, excluding capital expenditures made in the ordinary course made to maintain, repair, restore or refurbish the property of the Borrower and its Restricted Subsidiaries in its then existing state or to support the continuation of such Person’s day to day operations as then conducted.

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“Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Extraordinary Receipts” means (a) proceeds of insurance (other than to the extent such insurance proceeds are (i) payable to a Person that is not the Borrower or any of its Restricted Subsidiaries in accordance with applicable Requirements of Law or with Contractual Obligations entered into in the ordinary course of business or (ii) received by the Borrower or any of its Restricted Subsidiaries as reimbursement for any out-of-pocket costs incurred or made by such Person prior to the receipt thereof directly related to the event resulting from the payment of such proceeds), (b) condemnation awards (and payments in lieu thereof), (c) the proceeds of judgments or proceeds of litigation settlements, (d) indemnity payments arising under definitive documentation executed in connection with any acquisition permitted hereunder and (e) any purchase price adjustment (other than working capital adjustments) received in connection with any purchase agreement entered into in connection with an acquisition permitted hereunder, in each case, net of expenses incurred in connection with the collection thereof.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Borrower, and as evidenced by a resolution of the Board of Directors of the Borrower and an officer’s certificate if expected to be greater than $2.5 million.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this AgreementEffective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.

“Federal Funds Effective Rate” means an interest rate per annum equal to the weighted average of the rates for overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it, it being understood that the Federal Funds Effective Rate for any day which is not a Business Day shall be the Federal Funds Effective Rate for the next preceding Business Day.

“FF&E” means furniture or equipment used in the ordinary course of the business of the Borrower or any of its Subsidiaries.

“Final Completion Date” has the meaning specified therefor in the Disbursement Agreement as in effect on February 12, 2021.

“Final Maturity Date” means the date that is the fifth anniversary of the Effective Date.

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“Financial Statements” means (a) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2019, and December 31, 2018, and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended; and (b) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and the related consolidated statement of operations, shareholder’s equity and cash flows for the six months then ended.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means February 7, 2022, which was the date on which the conditions precedent in Section 4 of the First Amendment were satisfied.

“First Amendment Financial Statements” means (a) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2020, and December 31, 2019, and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended; and (b) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and the related consolidated statement of operations, shareholder’s equity and cash flows for the six months then ended.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31st of each year.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the specified Person or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided that for the purposes of calculating (i) Fixed Charge Coverage Ratio as of the end of the first full fiscal quarter after an Expansion Capital Expenditure (including the Cripple Creek Expansion Project) or any new operations of the Borrower or any Restricted Subsidiary that was organically developed (e.g., not an acquisition but self-developed or self-constructed) opened for business (each, a “Pro-rating Event”), the Consolidated Cash Flow attributable to such Pro-rating Event shall be deemed to equal (x) the Consolidated Cash Flow attributable to such Pro-rating Event for the one full fiscal quarter after the Pro-rating Event multiplied by (y) 4.0, (ii) Fixed Charge Coverage Ratio as of the end of the

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second full fiscal quarter after the Pro-rating Event, the Consolidated Cash Flow attributable to such Pro-rating Event shall be deemed to equal (x) the Consolidated Cash Flow attributable to such Pro-rating Event for the two full fiscal quarters after the Pro-rating Event multiplied by (y) 2.0, and (iii) the Fixed Charge Coverage Ratio as of the end of the third full fiscal quarter after the Pro-rating Event, Consolidated Cash Flow attributable to such Pro-rating Event shall be deemed to equal (x) the Consolidated Cash Flow attributable to such Pro-rating Event for the three full fiscal quarters after the Pro-rating Event multiplied by (y) 1.333.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and

(4) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(a)the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates, but excluding (i) amortization of debt issuance costs, (ii) non-cash interest and (iii) non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments; plus

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(b)the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus

(c)any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(d)the amount of all dividend payments on any series of Disqualified Equity Interests or Preferred Stock of such Person or Preferred Stock of such Person’s Subsidiaries (other than dividends paid in Qualified Equity Interests and other than dividends paid by a Subsidiary of such Person to such Person or a Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period.

“Flood Hazard Property” means any Mortgaged Property that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Official” has the meaning specified therefor in Section 6.01(y).

“FSHCO” means any direct or indirect Domestic Subsidiary that has no material assets other than capital stock (or capital stock and Indebtedness) of one or more direct or indirect CFCs.

“Funding Losses” has the meaning specified therefor in Section 2.08.

“GAAP” means, subject to Section 1.04(a), generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that, for the purpose of Section 7.03 hereof and the definitions used therein, (i) “GAAP” shall mean generally accepted accounting principles in effect on the date hereofEffective Date and consistent with those used in the preparation of the Financial Statements, and (ii) if there occurs after the date of this AgreementEffective Date any change in GAAP that affects in any respect the calculation of any covenant contained in Section 7.03 hereof, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP conform as nearly as possible to their respective positions as of the date of this AgreementEffective Date and, until any such amendments have been agreed upon, the covenants in Section 7.03 hereof shall be calculated as if no such change in GAAP has occurred.

“Gaming” means any and all gaming activities authorized under applicable state law.

“Gaming Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the federal government or any state, city or other political subdivision, whether now or hereafter in existence, or any officer or official thereof, and any division of any other agency, but only to the extent that such agency, authority, board, bureau, commission, department, office or instrumentality possesses authority

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to regulate any Gaming operation owned, managed or operated, or proposed to be owned, managed or operated, by the Borrower or any of its Restricted Subsidiaries.

“Gaming Facility” means, collectively, (a) each Core Property and (b) any other casino or other Gaming, wagering or racing establishment or operation owned, managed, leased or operated by the Borrower or any of its Restricted Subsidiaries from time to time, including, in each case, the land on which each such facility is located, the buildings and other improvements thereon, and the fixtures located thereat or used in connection therewith.

“Gaming Laws” means the gaming laws or regulations of any jurisdiction or jurisdictions to which the Borrower or any of its Restricted Subsidiaries are, or may at any time after the Effective Date, be subject.

“Gaming License” means every license, permit, franchise or other authorization from any Gaming Authority required on the Effective Date or at any time thereafter to own, lease, operate or otherwise conduct Gaming activities of the Borrower or any of its Restricted Subsidiaries, including all licenses granted under applicable federal, state, foreign or local laws.

“Governing Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the operating agreement (or equivalent or comparable organizational documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, declaration or other applicable agreement or documentation evidencing or otherwise relating to its formation or organization, governance and capitalization (or equivalent or comparable organizational documents with respect to any non-U.S. jurisdiction); and (d) with respect to any of the entities described above, any other agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

“Governmental Authority” means any nation or government, any foreign, Federal, state, territory, provincial, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any Gaming Authority and any supra-national bodies such as the European Union or the European Central Bank).

“Government Securities” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America; which, in either case, are not callable or redeemable at the option of the issuer thereof, and also includes a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Security or a specific payment of principal of or interest on any such Government Security held by such custodian for the account of the holder of such depository receipt; provided

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that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Security or the specific payment of principal of or interest on the Government Security evidenced by such depository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guaranteed Obligations” has the meaning specified therefor in Section 11.01.

“Guarantor” means (a) the Borrower, (b) each Restricted Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto, and (c) each other Person which guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the Obligations.

“Guaranty” means (a) the guaranty of each Guarantor party hereto contained in Article XI hereof and (b) each other guaranty, in form and substance reasonably satisfactory to the Administrative Agent, made by any other Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties guaranteeing all or part of the Obligations.

“Hazardous Material” means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws or that is likely to cause immediately, or at some future time, harm to or have an adverse effect on, the environment or risk to human health or safety, including, without limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including, without limitation, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components (including, without limitation, asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws.

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (b) other

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agreements or arrangements designed to manage interest rates or interest rate risk; and (c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Highest Lawful Rate” means, with respect to the Administrative Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to the Administrative Agent or such Lender which are currently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Inactive Subsidiary” means any Restricted Subsidiary of the Borrower which has no assets or business operations and generates no revenue.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: (a) in respect of borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (c) in respect of banker’s acceptances; (d) representing Capitalized Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; (e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or (f) representing any Hedging Obligations, in each case if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indemnified Matters” has the meaning specified therefor in Section 12.15.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified therefor in Section 12.15.

“Insolvency Proceeding” means any case or proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

“Intellectual Property” has the meaning specified therefor in the Security Agreement.

“Intercompany Subordination Agreement” means the Intercompany Subordination Agreement, dated as of the date hereofEffective Date, among the Borrower and its Subsidiaries in favor of the Administrative Agent.

“Interest Period” means, with respect to each LIBOR RateSOFR Loan, a period commencing on the date of the making of such LIBOR RateSOFR Loan (or the continuation of

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a LIBOR RateSOFR Loan or the conversion of a Reference Rate Loan to a LIBOR RateSOFR Loan) and ending 1, 2 or 3 or 6 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (a)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR RateAdjusted Term SOFR from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2 or 3 or 6 months after the date on which the Interest Period began, as applicable, and (e) the Borrower may not elect an Interest Period which will end after the Final Maturity Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986 and the rules and regulations thereunder, each as amended or modified from times to time.

“Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  The acquisition by the Borrower or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Borrower or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 7.02(f).  Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issuing Lender” and “Issuing Lenders” mean Capital One, National Association, in its capacity as issuer of Letters of Credit hereunder, or such other Lender as designated by the Borrower and approved by the Administrative Agent; provided that such Lender has agreed to be an Issuing Lender, together with any successor thereto.

“Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit A, duly executed by a Restricted Subsidiary of a Loan Party made a party hereto pursuant to Section 7.01(b).

“L/C Disbursement” has the meaning specified therefor in Section 2.13(a).

“Joint Venture” means any Person, other than an individual or a wholly owned Subsidiary of the Borrower, in which the Borrower or a Restricted Subsidiary or the Borrower

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(directly or indirectly) holds or acquires an ownership interest (whether by way of capital stock, partnership or limited liability company interest, or other evidence of ownership).

“L/C Disbursement” has the meaning specified therefor in Section 2.13(a).

“L/C Subfacility” means that portion of the Total Revolving Credit Commitment equal to $5,000,000.

“Lender” has the meaning specified therefor in the preamble hereto, and includes each lender with a Revolving Credit Commitment or a Revolving Loan.

“Letter of Credit” has the meaning specified therefor in Section 2.13(a).

“Letter of Credit Collateral Account” has the meaning specified therefor in the definition of Letter of Credit Collateralization.

“Letter of Credit Collateralization” means, as to any Letter of Credit, (a) providing cash collateral (pursuant to documentation reasonably satisfactory to the Issuing Lender, including provisions that specify that the Letter of Credit Fee attributable to such Letter of Credit set forth in this Agreement will continue to accrue while such Letter of Credit is outstanding) to be held in an account under the sole and exclusive control of the Administrative Agent for the benefit of the Administrative Agent, the Issuing Lender and the Lenders (the “Letter of Credit Collateral Account”) in an amount equal to 105% of the then existing Letter of Credit Obligations attributable to such Letter of Credit, or (b) providing the Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to the Issuing Lender, from a commercial bank acceptable to the Issuing Lender (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Obligations attributable to such Letter of Credit (it being understood that the Letter of Credit Fee set forth in this Agreement will continue to accrue while such Letter of Credit is outstanding and that any such fee that accrues must be an amount that can be drawn under any such standby letter of credit).

“Letter of Credit Fee” has the meaning specified therefor in Section 2.15(a).

“Letter of Credit Obligations” means, as to any outstanding Letter of Credit at any time and without duplication, the aggregate maximum amount available for drawing under such Letter of Credit at such time and any unreimbursed amounts.

“LIBOR” means, relative to any Interest Period, the offered rate for deposits of Dollars for a term coextensive with the designated Interest Period which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is 2 Business Days prior to the beginning of such Interest Period.  If such day is not a Business Day, the LIBOR Rate shall be determined on the next preceding day which is a Business Day.  If for any reason the Administrative Agent cannot determine such offered rate by the ICE Benchmark Administration (or any successor administrator of LIBOR rates), the Administrative Agent may, in its discretion, select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New

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York for deposits in comparable amounts and maturities.  Notwithstanding the foregoing, for purposes of this Agreement, LIBOR shall in no event be less than 0.00% at any time.

“LIBOR Deadline” has the meaning specified therefor in Section 2.07(a).

“LIBOR Notice” means a written notice substantially in the form of Exhibit D.

“LIBOR Option” has the meaning specified therefor in Section 2.07(a).

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by the Administrative Agent (rounded upwards if necessary, to the next 1/100%) by dividing (a) LIBOR for such Interest Period by (b) 100% minus the Reserve Percentage.  The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“LIBOR Rate Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“License Revocation” means (a) the revocation, failure to renew or suspension of any Gaming License held by the Borrower or any Restricted Subsidiary thereof, or (b) the appointment of a receiver, supervisor or similar official with respect to any Gaming Facility owned, leased, operated, managed or used by the Borrower or any of its Restricted Subsidiaries.

“Lien” means with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Loan Account” means an account maintained hereunder by the Administrative Agent on its books of account at the Payment Office, and with respect to the Borrower, in which the Borrower will be charged with all Revolving Loans made to, and all other Obligations incurred by, the Borrower.

“Loan Document” means this Agreement, the Security Agreement, the Collateral Trust Agreement, the First Amendment, any Control Agreement, any Guaranty, any Joinder Agreement, any Mortgage, any Ship Mortgage, the Intercompany Subordination Agreement, any landlord waiver, any collateral access agreement, any promissory notes, any fee letter and any other agreement, instrument, certificate, report and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Revolving Loan or any other Obligation.

“Loan Party” means the Borrower and any Guarantor.

“Material Adverse Effect” means a material adverse effect on any of (a) the operations, business, assets, or condition (financial or otherwise) of the Borrower and its Restricted

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Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of their payment or other material obligations under any Loan Document, (c) the legality, validity or enforceability of this Agreement or any other Loan Document, (d) the material rights and remedies of any Agent or any Lender under any Loan Document, or (e) the validity, perfection or priority of a Lien in favor of the Collateral Trustee for the benefit of the Secured Parties on Collateral having a fair market value in excess of $5,000,000; provided, that, exclusively with respect to subclause (a) of this definition and solely during the period from the Effective Date through June 30, 2021, any event, development or circumstance directly related to the COVID-19 pandemic on the business, assets, financial condition or results of operations on the Loan Parties, taken as a whole, will be disregarded for the purposes of determining the satisfaction of the condition specified in Section 5.01(e) and the accuracy of the representation made in Section 6.01(g).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means a mortgage, deed of trust, deed to secure debt, assignment of leases and rents and/or assignment of entitlements, in form and substance reasonably satisfactory to the Administrative Agent, made by a Loan Party in favor of the Collateral Trustee for the benefit of the Secured Parties, securing the Obligations and delivered to the Collateral Trustee.

“Mortgaged Property” means any owned or leased real property of a Loan Party that is or is required to become encumbered by a Mortgage in favor of the Collateral Trustee, for the benefit of the Secured Parties, in accordance with the terms of this Agreement.

“Mortgaged Vessel” means any Vessel of a Loan Party that is or is required to become encumbered by a Ship Mortgage in favor of the Collateral Trustee, for the benefit of the Secured Parties, in accordance with the terms of this Agreement.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates has contributed, or has been obligated to contribute, to at any time during the preceding 6 years.

“Net Cash Proceeds” means, with respect to any issuance or incurrence of any Indebtedness, any Disposition or the receipt of any Extraordinary Receipts by the Borrower or any of its Restricted Subsidiaries, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of the Borrower or such Restricted Subsidiary, in connection therewith after deducting therefrom only (a) in the case of any Disposition or the receipt of any Extraordinary Receipts, the amount of any Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection therewith (other than Indebtedness under this Agreement and other Indebtedness that is subject to the Collateral Trust Agreement), (b) reasonable expenses related thereto incurred by the Borrower or such Restricted Subsidiary in connection therewith, (c) transfer taxes paid to any taxing authorities by the Borrower or such Restricted Subsidiary in connection therewith, and (d) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), in each case, to the extent, but only to the extent, that the amounts so deducted

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are (i) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of the Borrower or any of its Restricted Subsidiaries and (ii) properly attributable to such transaction or to the asset that is the subject thereof.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP, excluding, however (a) any gain, together with any related provision for taxes on such gain, realized in connection with: (a) any Disposition or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person and (b) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or the tax effect of any such loss).

“Non-U.S. Lender” has the meaning specified therefor in Section 2.09(d).

“Notice of Borrowing” has the meaning specified therefor in Section 2.02(a).

“Obligations” means all present and future indebtedness, obligations, and liabilities of each Loan Party to the Agents and the Lenders arising under or in connection with this Agreement or any other Loan Document, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 9.01.  Without limiting the generality of the foregoing, the Obligations of each Loan Party under the Loan Documents include (a) the obligation (irrespective of whether a claim therefor is allowed in an Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, premiums, attorneys’ fees and disbursements, indemnities and other amounts payable by such Person under the Loan Documents, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired (whether or not accruing after the filing of any case under the Bankruptcy Code and whether or not a claim for post-filing or post-petition interest, fees and charges is allowed or allowable in any such proceeding), (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that any Agent or any Lender (in its sole discretion) may elect to pay or advance on behalf of such Person, (c) Letter of Credit Obligations, and (d) Cash Management Obligations.  In no event shall the Obligations include any Excluded Swap Obligations.

“OFAC Sanctions Programs” means (a) the Requirements of Law and Executive Orders administered by OFAC, including, without limitation, Executive Order No. 13224, and (b) the list of Specially Designated Nationals and Blocked Persons administered by OFAC, in each case, as renewed, extended, amended, or replaced.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Revolving Loan or Loan Document).

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“Other First Lien Indebtedness” means outstanding Indebtedness that is not incurred under this Agreement and that (a) is secured by the Collateral on a pari passu basis with the Obligations to the extent permitted by this Agreement and (b) is Parity Lien Debt or Priority Lien Debt, in each case, subject to the Collateral Trust Agreement.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.12(b)).

“Parity Lien” has the meaning assigned to such term in the Collateral Trust Agreement.

“Parity Lien Debt” has the meaning assigned to such term in the Collateral Trust Agreement.

“Participant Register” has the meaning specified therefor in Section 12.07(i).

“Payment Office” means the office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Borrower.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Business” means (i) Gaming and any other business or activity that in management’s judgment is incidental, related or complementary thereto and/or that supports or tends to increase customer traffic to any property, including without limitation any related hotel, hospitality, food, beverage, entertainment, day care, golf and other resort sports, auto and truck travel plaza or transportation activities and (ii) the management of gaming and related businesses.

“Permitted Debt” has the meaning specified therefor in Section 7.02(b).

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (based upon the practices of secured lenders generally) business judgment.

“Permitted Disposition” means:

(a)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

(b)the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out, non-performing or obsolete assets (including the disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole) in the

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ordinary course of business and dispositions of FF&E in the ordinary course of business pursuant to an established program for the maintenance and upgrading of such FF&E;

(c)an issuance of Equity Interests by a Restricted Subsidiary that is a Guarantor to the Borrower or to another Restricted Subsidiary that is a Guarantor;

(d)the sale or other disposition of cash or Cash Equivalents;

(e)a Restricted Payment that does not violate Section 7.02(f) or a Permitted Investment;

(f)the exchange of FF&E (including slot machines and other gaming devices) for other similar FF&E which is useful in the Permitted Business;

(g)licenses and sublicenses granted by the Borrower or any of its Restricted Subsidiaries of any software or intellectual property;

(h)the granting of Permitted Liens;

(i)the sale or discount, in each case without recourse, of accounts receivable;

(j)an Event of Loss; and

(k)the voluntary termination of any Hedging Obligations.

“Permitted Investments” means:

(a)any Investment in the Borrower or any of its Guarantors;

(b)any Investment in an Unrestricted Subsidiary, including the licensing or contribution of intellectual property, from the proceeds of an Equity Offering to the extent such proceeds have not been applied pursuant to: (i) the third paragraph of Section 3.07 of the Senior Notes Indenture; (ii) clause (c)(ii) of the first paragraph of Section 7.02(f); (iii) clause (4) of the second paragraph of Section 7.02(f); and (iv) clause (vi) of the second paragraph of Section 7.02(b);

(c)any Investment in Cash Equivalents;

(d)any Investment in Government Securities in accordance with the Disbursement Agreement;

(e)any Investment by the Borrower or any of its Restricted Subsidiaries in a Person, if as a result of that Investment, the Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or any of its Guarantors or such Person becomes a Restricted Subsidiary of the Borrower;

(f)any Investment made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with Section 7.02(e);

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(g)loans and advances to officers, directors and employees for business-related travel expenses, moving or relocation expenses and other similar expenses, in each case, made in the ordinary course of business;

(h)loans or advances to officers, directors, managers and employees in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(i)any Investment made in gaming debts incurred by patrons of any casino owned or operated by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or Investments received in settlements made with respect thereto;

(j)any guarantee of Indebtedness permitted to be incurred pursuant to Section 7.02(b);

(k)Investments in prepaid expenses, prepaid assets, negotiable instruments held for collection or deposit and lease, utility and workers’ compensation, performance or other similar deposits made in the ordinary course of business;

(l)Investments acquired after the Effective Date as a result of the acquisition by the Borrower or any of its Restricted Subsidiaries, including by way of a merger, amalgamation or consolidation with or into the Borrower, such Restricted Subsidiary or affiliate entity in a transaction that is not prohibited by Section 7.02(c) after the Effective Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(m)any Investment received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (B) litigation, arbitration or other disputes with Persons who are not Affiliates of the Borrower or its Restricted Subsidiaries;

(n)Investments represented by Hedging Obligations, so long as such Hedging Obligations are not used for speculative purposes;

(o)repurchases of the Senior Secured Notes;

(p)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(q)in connection with the operations of the Cripple Creek Expansion Project or after the Cripple Creek Expansion Opening Date, Investments in Joint Ventures established to develop or operate nightclubs, bars, restaurants, hotels, timeshares, recreation, exercise or gym facilities, or entertainment or retail venues or similar or related establishments or facilities within, in close proximity to or otherwise for the benefit of any property of the Borrower and its Restricted Subsidiaries (as reasonably determined by Borrower); provided that Investments pursuant to this clause (q) shall not exceed $5.0 million in the aggregate outstanding at any time,

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plus an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment;

(r)after the Cripple Creek Expansion Opening Date, Investments in Joint Ventures or other non-wholly owned Subsidiaries of the Borrower or any of its Restricted Subsidiaries taken together with all other Investments made pursuant to this clause (r) that are at that time outstanding not to exceed $5.0 million (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus any reduction in the amount of such Investments as provided in the definition of “Investments”;

(s)Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business and any earnest money deposits in connection therewith;

(t)the exercise by Borrower of its lease buyout rights under the Christmas Casino Lease Agreement and the Silver Slipper Lease Agreement; and

(u)after the Cripple Creek Expansion Opening Date, other Investments in any Person other than an Affiliate of the Borrower that is not a Restricted Subsidiary having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (u) that are at the time outstanding not to exceed $5.0 million.

“Permitted Liens” means:

(a)Liens to secure the Obligations, which Liens shall be designated as Priority Liens;

(b)Liens in favor of the Borrower or the Guarantors;

(c) Liens on property (including Equity Interests) existing at the time of acquisition of the property by the Borrower or any Restricted Subsidiary of the Borrower; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(d)Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature (including, without limitation, pledges or deposits made in connection with obligatory workers’ compensation laws, unemployment insurance or similar laws) incurred in the ordinary course of business;

(e)Liens to secure Indebtedness permitted by Section 7.02(b)(ii), which Liens may be designated as Parity Liens but not Priority Liens provided that the provider(s), or the trustee, agent or representative of the lenders or providers, of any such Indebtedness has become a party to the Collateral Trust Agreement;

(f)Liens to secure Indebtedness permitted by Section 7.02(b)(v);

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(g)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(h)Liens arising by operation of law in favor of carriers, warehousemen, landlords, mechanics, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;

(i)Liens arising as a result of survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(j)Liens arising by reward of any judgment, decree or order of any court but not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(k)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(l)Liens incurred as a result of any interest or title of a lessor or lessee under any operating lease of property;

(m)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Agreement to the extent the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged by such Permitted Refinancing Indebtedness was secured by Liens; provided, however, that (i)  the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); (ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and (iii) such new Lien may be designated as Parity Liens (but not Priority Liens) to the extent the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged by such Permitted Refinancing Indebtedness was so designated;

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(n)Liens on construction accounts (including related investments, governmental securities, etc., thereunder) for expansion projects related to Indebtedness permitted to be incurred under this Agreement;

(o)Liens described on Schedule 1.01(B), provided that any such Lien shall only secure the Indebtedness that it secures on the Effective Date and any Permitted Refinancing Indebtedness in respect thereof;

(p)pledges incurred or deposits made to secure obligations from contractual requirements relating to the acquisition of licenses for software, purchases of assets, insurance, environmental remediation or similar matters in the ordinary course of business of the Loan Parties;

(q)Permitted Vessel Liens;

(r)Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(s)filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(t)Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(u)grants of software and other technology licenses in the ordinary course of business;

(v)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(w)Liens on property or assets (including Equity Interests) of a Person (or its Subsidiaries) existing at the time such Person is merged with or into or consolidated with the Borrower or any Subsidiary of the Borrower or otherwise becomes a Subsidiary of the Borrower and amendments or modifications thereto and replacements or refinancings thereof; provided that such Liens were not granted in connection with, or in anticipation of, such merger or consolidation or acquisition and do not extend to any assets other than those of such Person (and its Subsidiaries) merged into or consolidated with the Borrower or the Subsidiary or which becomes a Subsidiary of the Borrower;

(x)Liens disclosed by the title insurance policies delivered on or subsequent to the Effective Date and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such Liens and any replacement, extension or renewal are permitted by this Agreement;

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(y)Liens securing Hedging Obligations that are incurred in the ordinary course of business (and not for speculative purposes);

(z)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(aa)Liens to secure Indebtedness incurred under by Section 7.02(b)(xxi); provided that such Indebtedness is secured on a pari passu or junior basis with respect to the Obligations and may be designated as Parity Liens (but not Priority Liens);

(bb)Liens arising under applicable Gaming Laws; provided, however, that no such Lien constitutes a Lien securing repayment of Indebtedness for borrowed money;

(cc)other Liens incidental to the conduct of the business of the Borrower and its Subsidiaries or the ownership of their properties which were not created in connection with the incurrence of Indebtedness and do not in the aggregate materially detract from the value of such properties or materially impair the use thereof; and

(dd)Liens securing Indebtedness; provided, that the principal amount of such Indebtedness secured pursuant to this clause (dd) together with all other Indebtedness then outstanding and secured under this clause (dd) does not to exceed $5.0 million, which Liens may be designated as Parity Liens but not Priority Liens.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, extend, refund, refinance, replace, defease or discharge other Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that:

(a)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(b)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(c)if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness has a final maturity date at least one year later than the final maturity date of, and is subordinated in right of payment to, the Obligations, as the case may be, on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

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(d)if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is secured, such Permitted Refinancing Indebtedness is secured by no more collateral than the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(e)the relevant holders of such extended, refinanced or modified Indebtedness become party to the Collateral Trust Agreement, if and to the extent applicable.

“Permitted Vessel Liens” means maritime Liens on ships, barges or other vessels for damages arising out of a maritime tort, wages of a stevedore, when employed directly by a person listed in 46 U.S.C. Section 31341, crew’s wages, salvage and general average, whether now existing or hereafter arising and other maritime Liens which arise by operation of law during normal operations of such ships, barges or other vessels.

“Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

“Plan” means any Employee Plan or Multiemployer Plan.

“Post-Default Rate” means a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of this Agreement plus 2.0%, or, if a rate of interest is not otherwise in effect, interest at the highest rate specified herein for any Revolving Loan then outstanding prior to an Event of Default plus 2.0%.

“PPP Legislation” means the SBA’s Paycheck Protection Program created under Title I of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (Pub. L. No. 116-136 (H.R. 748)) (including, without limitation, rules, regulations, guidelines, requirements and directives thereunder or issued in connection therewith or in the implementation thereof, regardless of the date enacted, adopted, issued or implemented).

“PPP Loan Debt” means any Indebtedness incurred by the Borrower or its Subsidiaries pursuant to the PPP Legislation and successor legislation.

“Pre-Opening Expenses” means all costs of start-up activities related to the Cripple Creek Expansion Project that are required to be expensed (and are not capitalized) in accordance with The American Institute of Certified Public Accountants’ Statement of Position 98-5.

“Preferred Stock” means any Equity Interests of a Person that are preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class of such Person.

“Prime Rate” has the meaning set forth in the definition of Reference Rate.

“Priority Lien” has the meaning assigned to such term in the Collateral Trust Agreement.

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“Priority Lien Debt” has the meaning assigned to such term in the Collateral Trust Agreement.

“Priority Revolver Indebtedness” means, as at any date of determination, all Indebtedness under this Agreement (which, for the avoidance of doubt, shall exclude unused Revolving Credit Commitments hereunder but shall include the aggregate amount of Letter of Credit Obligations in respect of all Letters of Credit).

“Priority Revolver Leverage Ratio” means, as at any date of determination, the ratio of (a) all Priority Revolver Indebtedness outstanding on such date to (b) Consolidated Cash Flow of the Borrower and its Restricted Subsidiaries for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

“Pro Rata Share” means, with respect to (i) a Lender’s obligation to make Revolving Loans and the right to receive payments of interest, fees, and principal with respect thereto, (ii) a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto and (iii) all other matters (including, without limitation, the indemnification obligations arising under Section 10.05), the percentage obtained by dividing (A) such Lender’s Revolving Credit Commitment, by (B) the Total Revolving Credit Commitment, provided, that, if the Total Revolving Credit Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s Revolving Loans (including Administrative Agent Advances) and its interest in the Letter of Credit Obligations and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans (including Administrative Agent Advances) and Letter of Credit Obligations.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 12.23.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation under a Hedging Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation under a Hedging Agreement or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means, with respect to any Person, all Equity Interests of such Person that are not Disqualified Equity Interests.

“Real Property Deliverables” means each of the following agreements, instruments and other documents in respect of each Mortgaged Property:

(a)a Mortgage duly executed by the applicable Loan Party,

(b)evidence of the recording of each Mortgage in such office or offices as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien purported

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to be created thereby or to otherwise protect or provide notice of the rights of the Collateral Trustee and the Secured Parties thereunder;

(c)a Title Insurance Policy with respect to each Mortgage to the extent reasonably requested by the Administrative Agent; provided that in connection with such determination the Administrative Agent shall consider whether the burden or cost to the Borrower of receiving a Title Insurance Policy outweighs the benefit to the Collateral Trustee, on behalf of the Secured Parties;

(d)to the extent available, either (x) a current ALTA/ NSPS as-built survey and a surveyor’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, certified to the Collateral Trustee and to the issuer of the Title Insurance Policy with respect thereto by a licensed professional surveyor reasonably satisfactory to the Administrative Agent or (y) a prior ALTA/ NSPS as-built survey in form and substance reasonably satisfactory to the Administrative Agent, together with an affidavit of the applicable Loan Party certifying that there has been no material change to any structures or other improvements located on such Mortgaged Property since the date of such ALTA/ NSPS as-built survey;

(e)(x) to the extent available a copy of each letter issued by the applicable Governmental Authority, evidencing each structure or other improvement located on such Mortgaged Property is compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws and (y) to the extent reasonably requested by the Administrative Agent, a zoning report reasonably acceptable to the Administrative Agent;

(f)to the extent reasonably requested by the Administrative Agent, an opinion of counsel, reasonably satisfactory to the Administrative Agent, in the state where such Mortgaged Property is located with respect to the enforceability of the Mortgage to be recorded and such other matters as the Administrative Agent may reasonably request;

(g)evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral TrusteeAdministrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Borrower and its Restricted Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Collateral Trustee as lenders loss payee on behalf of the Lenders;

(h)to the extent reasonably requested by the Administrative Agent, an ASTM 1527-00 Phase I Environmental Site Assessment (“Phase I ESA”) of each Mortgaged Property provided by the Borrower to the Administrative Agent, in form and substance, and by an independent firm, reasonably satisfactory to the Administrative Agent in its Permitted Discretion;

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(i)if available, a copy of the certificate of occupancy for any structures or other improvements located on such Mortgaged Property;

(j)with respect to each Mortgaged Property, evidence of the insurance coverage required by Section 7.01 and the terms of the Security Agreement, with such endorsements as to the named insureds, mortgagees or lenders’ loss payees thereunder as the Administrative Agent may reasonably request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ (10 days’ in the case of non-payment) prior written notice to the Collateral Trustee and the Administrative Agent and each such named insured or lenders loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Administrative Agent may request; and

(k)such landlord agreements as the Administrative Agent may reasonably require.

“Recipient” means any Agent, any Lender and any Issuing Lender, as applicable.

“Reference Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the United States “Prime Rate” or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of one half of one percent (0.50%) per annum and the Federal Funds Effective Rate and (c) the sum of one percent (1.00%) per annum and the LIBOR RateAdjusted Term SOFR determined on a daily basis for an Interest Period of three (3) months (any changes in such rates to be effective as of the date of any change in such rate); provided that, solely for purposes of determining the LIBOR Rate for purposes of the foregoing, the LIBOR Rate for any day shall be determined using the LIBOR Rate as otherwise determined by the Administrative Agent in accordance with the definition of LIBOR Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two (2) Business Days prior to the commencement of an interest period) or (y) if a given day is not a Business Day, the LIBOR Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Reference Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the Reference Rate due to a change in the base rate quoted by The Wall Street Journal, the Federal Funds Effective Rate or the LIBOR RateAdjusted Term SOFR shall be effective on the effective date of such change in the base rate, the Federal Funds Effective Rate or the LIBOR RateAdjusted Term SOFR, as the case may be.

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“Reference Rate Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to the Reference Rate.

“Reference Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Register” has the meaning specified therefor in Section 12.07(f).

“Registered” means, with respect to Intellectual Property, federally issued, registered, renewed or the subject of a pending federal application.

“Registered Loans” has the meaning specified therefor in Section 12.07(f).

“Regulation T”, “Regulation U” and “Regulation X” mean, respectively, Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented from time to time.

“Related Fund” means, with respect to any Person, an Affiliate of such Person, or a fund or account managed by such Person or an Affiliate of such Person.

“Related Party Register” has the meaning specified therefor in Section 12.07(f).

“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of its Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including, without limitation, the movement of Hazardous Materials through or in the ambient air, soil, surface or ground water, or property.

“Relevant Governmental Body” means the Federal Reserve System Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve System Board or the Federal Reserve Bank of New York, or any successor thereto.

“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (d) perform any other actions authorized by 42 U.S.C. § 9601.

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“Reportable Event” means an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC under the regulations promulgated under such Section).

“Required Lenders” means, as of any date of calculation, Lenders the sum of whose outstanding principal amounts of the Revolving Loans and outstanding amounts of the unutilized Revolving Credit Commitments in each case on such date of calculation exceeds fifty percent (50%) of the sum of the aggregate outstanding principal amounts of the Revolving Loans and the aggregate outstanding amounts of the unutilized Revolving Credit Commitments in each case of all Lenders as of such date of calculation; provided that if there are no more than two (2) Lenders, then “Required Lenders” means all Lenders.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including Gaming Laws and administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserve Percentage” means, on any day, for any Lender, the maximum percentage prescribed by the Board (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payment” has the meaning specified therefor in Section 7.02(f).

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Revocation” has the meaning specified therefor in Section 7.01(r)(ii).

“Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower in the amount set forth opposite such Lender’s name in Schedule 1.01(A) hereto or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amount may be terminated or reduced from time to time in accordance with the terms of this Agreement.

“Revolving Credit Commitment Percentage” means, for any Lender, the percentage identified as such Lender’s Revolving Credit Commitment Percentage on Schedule 1.01(A),

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or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 12.07.

“Revolving Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.01(a).

“Revolving Loan Note” means a promissory note of the Borrower payable to a Lender, in substantially the form of Exhibit E hereto, evidencing the Indebtedness of the Borrower to such Lender resulting from the Revolving Loan made to the Borrower by such Lender or its predecessor(s).

“SEC” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“Secured Debt Documents” has the meaning specified therefor in the Collateral Trust Agreement.

“Secured Party” means any Agent, any Lender, any Cash Management Bank, and the Issuing Lender.

“Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

“Securitization” has the meaning specified therefor in Section 12.07(l).

“Security Agreement” means that certain Security Agreement, dated as of February 12, 2021, made by the Loan Parties in favor of the Collateral Trustee for the benefit of the Secured Parties securing the Obligations.

“Senior Secured Notes” means all notes issued by the Borrower under the Senior Secured Notes Indenture whether on or after the date hereofEffective Date, including those certain 8.250% Senior Secured Notes due 2028 issued by the Borrower.

“Senior Secured Notes Holders” means the holders from time to time of the Senior Secured Notes.

“Senior Secured Notes Indenture” means the Indenture, dated as of February 12, 2021, among the Borrower, as issuer thereunder, the Subsidiary Guarantors party thereto from time to time and the Senior Secured Notes Trustee, including as supplemented by the First Supplemental Indenture, dated as of February 1, 2022 and the Second Supplemental Indenture, dated as of February 7, 2022.

“Senior Secured Notes Trustee” means Wilmington Trust, National Association, in its capacity as trustee for the Senior Secured Notes Holders under the Senior Secured Notes Indenture, and its permitted successors and assigns in such capacity.

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“Senior Secured Notes Separate Collateral” has the meaning specified therefor in the Security Agreement as in effect on February 12, 2021.

“Settlement Period” has the meaning specified therefor in Section 2.02(d)(i) hereof.

“Ship Mortgage” means a ship mortgage, in form and substance reasonably satisfactory to the Administrative Agent, made by a Loan Party in favor of the Collateral Trustee, for the benefit of the Secured Parties, securing the Obligations and delivered to the Collateral Trustee.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Deadline” has the meaning specified therefor in Section 2.07(a).

“SOFR Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Reference Rate”.

“SOFR Notice” means a written notice substantially in the form of Exhibit D.

“SOFR Option” has the meaning specified therefor in Section 2.07(a).

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of this Agreement, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other

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business entity (a) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (b) of which more than 50% of (i) the outstanding Equity Interests having (in the absence of contingencies) ordinary voting power to elect a majority of the Board of Directors of such Person, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.  References to a “Subsidiary” shall mean a Subsidiary of the Borrower unless the context expressly provides otherwise.

“Subsidiary Guarantor” means each existing and subsequently acquired or organized direct or indirect Subsidiary of the Borrower (other than an Inactive Subsidiary or an Unrestricted Subsidiary) which has guaranteed the Obligations.

“Supported QFC” has the meaning set forth in Section 12.23.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means,

(a)​ ​for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(b)​ ​for any calculation with respect to a Reference Rate Loan on any day, the Term SOFR Reference Rate for a tenor of three months on the day (such day, the “Reference Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR

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Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Reference Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Reference Rate SOFR Determination Day.

“Term SOFR Adjustment” means a percentage equal to 0.15% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” has the meaning set forth in Section 10.08(b).

“Termination Event” means (a) a Reportable Event with respect to any Employee Plan, (b) any event that causes the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates to incur liability with respect to an Employee Plan or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (c) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of proceedings by the PBGC to terminate an Employee Plan, or (e) any other event or condition that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

“Title Insurance Policy” means a mortgagee’s loan policy, in form and substance reasonably satisfactory to the Administrative Agent, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company reasonably satisfactory to the Administrative Agent, insuring the Lien created by a Mortgage in an amount and on terms reasonably satisfactory to the Administrative Agent, delivered to the Collateral Trustee.

“Total Revolving Credit Commitment” means the sum of the amounts of the Lenders’ Revolving Credit Commitments.

“Transferee” has the meaning specified therefor in Section 2.09(a).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct

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Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Uniform Commercial Code” or “UCC” has the meaning specified therefor in Section 1.04.

“Unrestricted Subsidiaries” means (a) as of the First Amendment Effective Date, the Subsidiaries designated as Unrestricted Subsidiaries on Schedule 6.01(e), (b) any Subsidiary of the Borrower designated as an “Unrestricted Subsidiary” pursuant to and in compliance with Section 7.01(r) and (c) any Subsidiary of an Unrestricted Subsidiary (in each case, unless such Subsidiary is no longer a Subsidiary of Borrower or is subsequently designated as a Restricted Subsidiary pursuant to this Agreement); provided that, each Unrestricted Subsidiary under this Agreement shall also have been designated as an Unrestricted Subsidiary under the Senior Secured Notes.

“Unused Line Fee” has the meaning specified therefor in Section 2.06(a).

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (PATRIOT) Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001) as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (Pub. L. 109-177, March 9, 2006) and as the same may have been or may be further renewed, extended, amended, or replaced.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“Vessel” means a Gaming vessel, barge or riverboat and the fixtures, equipment, and appurtenances located thereon, except such fixtures, equipment, or appurtenances which, when placed on board such Vessel, do not become the property of the Loan Party owning such Vessel.

“Vessel Deliverables” means each of the following agreements, instruments and other documents in respect of each Mortgaged Vessel:

(a)a Ship Mortgage duly executed by the applicable Loan Party;

(b)with respect to each Mortgaged Vessel, evidence of the insurance coverage required by Section 7.01 and the terms of the Ship Mortgage, with such endorsements as to the

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named insureds, mortgagees or lenders’ loss payees thereunder as the Administrative Agent may reasonably request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ (10 days’ in the case of non-payment) prior written notice to the Collateral Trustee and the Administrative Agent and each such named insured or lenders loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Administrative Agent may request;

(c)all documents and instruments reasonably requested by the Administrative Agent or as shall be necessary in the opinion of counsel to Administrative Agent to create in favor of the Collateral Trustee, on behalf of the Secured Parties, a legal, valid and enforceable first preferred ship mortgage under Chapter 313 of Title 46 of the United States Code subject only to Permitted Liens; and

(d)to the extent reasonably requested by the Administrative Agent, an opinion of counsel, reasonably satisfactory to the Administrative Agent, that the Ship Mortgage is in proper form for filing and, upon recordation by the National Vessel Documentation Center of the U.S. Coast Guard, shall create a perfected preferred mortgage Lien on the Mortgaged Vessel, and such other matters as the Administrative Agent may reasonably request.

“Voting Stock” of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“WARN” has the meaning specified therefor in Section 6.01(p).

“Warrant Purchase Agreement” means the warrant purchase agreement dated May 13, 2016, among the Borrower and certain purchasers thereto.

“Warrants” means, for so long as they remain outstanding, those certain warrants issued by the Borrower to acquire shares of common stock of the Borrower, issued pursuant to the Warrant Purchase Agreement.

“Waukegan Project” means the Borrower’s proposed casino and hotel project to be located in Waukegan, Illinois.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

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Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

Section 1.03Certain Matters of Construction.  References in this Agreement to “determination” by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and good faith beliefs by such Agent (in the case of qualitative determinations).  A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders.  Any Lien referred to in this Agreement or any other Loan Document as having been created in favor of any Agent, any agreement entered into by any Agent pursuant to this Agreement or any other Loan Document, any payment made by or to or funds received by any Agent pursuant to or as contemplated by this Agreement or any other Loan Document, or any act taken or omitted to be taken by any Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agents and the Lenders.  Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to (i) the actual knowledge of an Authorized Officer of any Loan Party or (ii) the knowledge that an Authorized Officer would have obtained if such officer had engaged in good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not

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permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists.  In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

Section 1.04Accounting and Other Terms.

(a)Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP.  For purposes of determining compliance with any incurrence or expenditure tests set forth herein, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time).  Notwithstanding the foregoing, any lease that was treated as an operating lease under GAAP at the time it was entered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals, and any lease entered into before or after the date of this AgreementEffective Date that would have been considered an operating lease under the provisions of GAAP in effect prior to December 15, 2018, in each case, shall be treated as an operating lease for all purposes under this Agreement.

(b)All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “Uniform Commercial Code” or the “UCC”) and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereofEffective Date shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as any Agent may otherwise determine.

(c)The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth

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in Section 7.03, (i) after consummation of any permitted acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (which shall be based on financial statements or quality of earnings reports reasonably acceptable to the Administrative Agent and subject to adjustments mutually acceptable to the Borrower and the Administrative Agent) and (B) Indebtedness of a target which is retired in connection with a permitted acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition of a Gaming Facility permitted by this Agreement, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

Section 1.05Time References.  Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day.  For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided, however, that with respect to a computation of fees or interest payable to any Secured Party, such period shall in any event consist of at least one full day.

Section 1.06Division.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):  (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.07Replacement LIBORRates.  The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.  The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Reference Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including

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any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Reference Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.08​ ​Benchmark Replacement Setting.

(a)Benchmark Replacement.  Notwithstanding anything to the contrary herein or in any other Loan Document, ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after.  Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the tenthfifth (10th 5^th) Business Day after the date notice of such Benchmark Replacement is provided to theAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower without any amendment to this Agreement or any other Loan Document, or further action or consent of the Lenders or the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacementamendment from Lenders comprising the Required Lenders or the Borrower.

(b)Benchmark Replacement Conforming Changes.  In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)Notices; Standards for Decisions and Determinations.  The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark

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Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) thethe implementation of any Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section titled “Replacement LIBOR,”Section 1.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section titled “Replacement LIBOR,”Section 1.08.

(d)Unavailability of Tenor of Benchmark.  Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR or USD LIBORReference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will be no longernot be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period.  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Borrower may revoke any request for a borrowing of, conversion to or continuation of LIBOR RateSOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Reference Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted to Reference Rate Loans at the end of the applicable Interest Period.  During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Reference Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Reference Rate.

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(f)Certain Defined Terms.  As used in this Section titled “Replacement LIBOR”:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of this Section titled “Replacement LIBOR.”

“Benchmark” means, initially, USD LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section titled “Replacement LIBOR.”

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion.  If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

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(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Reference Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the

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administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders and the Borrower, so long as the Administrative Agent has not received, by 5:00 p.m. New York City time on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders and the Borrower, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders or the Borrower.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the

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administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section titled “Replacement LIBOR” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section titled “Replacement LIBOR.”

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:

(1) a determination by the Administrative Agent that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate as a benchmark rate, and

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(2) the election by the Administrative Agent to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders and the Borrower.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.

“Relevant Governmental Body” means the Federal Reserve System Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve System Board or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

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ARTICLE II

THE REVOLVING LOANS

Section 2.01Commitments.  Subject to the terms and conditions and relying upon the representations and warranties herein set forth:

(a)each Lender agrees, severally and not jointly with the other Lenders, to make Revolving Loans to the Borrower at any time and from time to time during the term of this Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment;

(b)Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the difference between (x) the Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations.  The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date.  Within the foregoing limits, the Borrower may borrow, repay and reborrow, the Revolving Loans after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein.

Section 2.02Making the Revolving Loans.  (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 11:00 a.m. (New York City time) on the date which is (i) in the case of Reference Rate Loans, three (3) Business Days and (ii) in the case of SOFR Loans, three (3) U.S. Government Securities Business Days, in each case, prior to the date of the proposed Revolving Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Revolving Loan).  Such Notice of Borrowing shall specify (i) the principal amount of the proposed Revolving Loans, (ii) whether the Revolving Loan is requested to be a Reference Rate Loan or a LIBOR RateSOFR Loan and, in the case of a LIBOR RateSOFR Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day, and if Borrower revokes any such Notice of Borrowing with respect to a LIBOR RateSOFR Loan it shall be liable for Lender’s costs in accordance with Section 2.08.  The Administrative Agent shall promptly notify the Lenders of the receipt of any Notice of Borrowing.  The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent).  The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing.  The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Revolving Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary.  The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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(b)The Borrower shall be bound to make a borrowing in accordance with the Notice of Borrowing pursuant to this Section 2.02.  Each Revolving Loan shall be made in a minimum amount of up to $100,000 and shall be in an integral multiple of $50,000.

(c)(i)Except as otherwise provided in this Section 2.02(b), all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Revolving Loan requested hereunder, nor shall the applicable Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder, and each Lender shall be obligated to make the Revolving Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender to do so.

(ii)Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Administrative Agent and the Lenders, the Borrower, the Administrative Agent and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, subject to the satisfaction of the conditions set forth in Section 5.02, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan.  If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Lenders.  If the Administrative Agent notifies the Lenders that it will not fund a requested Revolving Loan on behalf of the Lenders, each Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Lender not later than 2:00 p.m. (New York City time)) on the date of the proposed Revolving Loan.  The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Lenders to be deposited in an account designated by the Borrower.

(iii)If the Administrative Agent has notified the Lenders that the Administrative Agent, on behalf of the Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent on such day

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and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day.  If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for two (2) Business Days and thereafter at the Reference Rate.  During the period in which such Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account.  Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.

(iv)Nothing in this Section 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(d)(i)With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period.  In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Lender’s initial funding), each Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds.  In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Lender its Pro Rata Share of the difference in immediately available funds.  In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Lender, sufficient funds to adjust the interests of the Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof.  The obligations of the Administrative Agent

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and each Lender under this Section 2.02(d) shall be absolute and unconditional.  Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Lender.

(ii)In the event that any Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for two (2) Business Days and thereafter at the Reference Rate.  During the period in which such Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account.  Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.  Nothing in this Section 2.02(d)(ii) shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Section 2.03Repayment of Revolving Loans; Evidence of Debt.

(a)The outstanding principal of all Revolving Loans shall be due and payable on the Final Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Revolving Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Revolving Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to Section 2.03(b) or Section 2.03(c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that (i) the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Revolving Loans in accordance with the terms of this Agreement and (ii) in the event of any conflict between the entries made in the accounts maintained pursuant to

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Section 2.03(b) and the accounts maintained pursuant to Section 2.03(c), the accounts maintained pursuant to Section 2.03(c) shall govern and control.

(e)Any Lender may request that Revolving Loans made by it be evidenced by a Revolving Loan Note.  In such event, the Borrower shall execute and deliver to such Lender a Revolving Loan Note.  Thereafter, the Revolving Loans evidenced by such Revolving Loan Note and interest thereon shall at all times (including after assignment pursuant to Section 12.07) be represented by one or more Revolving Loan Notes payable to such payee and its registered assigns.

Section 2.04Interest.

(a)Revolving Loans.  Subject to the terms of this Agreement, at the option of the Borrower, each Revolving Loan shall be either a Reference Rate Loan or a LIBOR RateSOFR Loan.  Each Revolving Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Revolving Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin.  Each Revolving Loan that is a LIBOR RateSOFR Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Revolving Loan until repaid, at a rate per annum equal to the LIBOR RateAdjusted Term SOFR for the Interest Period in effect for such Revolving Loan plus the Applicable Margin.

(b)Default Interest.  To the extent permitted by law and notwithstanding anything to the contrary in this Section, upon the occurrence and during the continuance of an Event of Default, at the election of the Administrative Agent or the Required Lenders, as applicable, (i) the principal of, and all accrued and unpaid interest on, all Revolving Loans, fees, indemnities or any other Obligations of the Loan Parties under this Agreement and the other Loan Documents, shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum equal at all times to the Post-Default Rate, and (ii) the Letter of Credit Fee shall be increased by 2.0 percentage points above the per annum rate otherwise applicable hereunder; provided that the foregoing shall apply automatically, without any election of the Administrative Agent or the Required Lenders, in the case of an Event of Default under Section 9.01(f) or Section 9.01(g).

(c)Interest Payment.  Interest on each Revolving Loan shall be payable (i) in the case of a Reference Rate Loan, quarterly, in arrears, on the last day of each calendar quarter, with the first payment date being March 31, 2021, (ii) in the case of a LIBOR RateSOFR Loan, on the last day of each Interest Period applicable to such Revolving Loan and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period and (iii) in the case of each Revolving Loan, at maturity (whether upon demand, by acceleration or otherwise).  Interest at the Post-Default Rate shall be payable on demand.  The Borrower hereby authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 4.01 with the amount of any interest payment due with respect to Revolving Loans hereunder.

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(d)General.  All interest shall be computed on the basis of a year of 360 days for the actual number of days, including the first day but excluding the last day, elapsed.

(e)​ ​Term SOFR Conforming Changes.  In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.  The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.05Reduction of Commitment; Prepayment of Revolving Loans.

(a)Reduction of Revolving Credit Commitments.  The Total Revolving Credit Commitment shall terminate on the Final Maturity Date.  The Borrower may reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn.  Each such reduction shall be (1) in an amount which is an integral multiple of $500,000 (or by the full amount of the Total Revolving Credit Commitment in effect immediately prior to such reduction if such amount at that time is less than $500,000), (2) made by providing not less than five (5) Business Days’ prior written notice to the Administrative Agent and (3) irrevocable (except if such notice states that it is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower if such condition is not satisfied).  Once reduced, the Total Revolving Credit Commitment may not be increased.  Each such reduction of the Total Revolving Credit Commitment shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.

(b)Optional Prepayment.

(i)Termination of Agreement.  The Borrower may, upon at least five (5) Business Days prior written notice to the Administrative Agent, terminate this Agreement by paying to the Administrative Agent, in cash, the Obligations (including either (A) providing Letter of Credit Collateralization or (B) causing the original Letters of Credit to be returned to the Administrative Agent) in full.  If the Borrower has sent a notice of termination pursuant to this Section 2.05(b)(i), then the Lenders’ Commitments to extend credit hereunder shall terminate and the Borrower shall be obligated to repay the Obligations (including either (A) providing Letter of Credit Collateralization or (B) causing the original Letters of Credit to be returned to the Administrative Agent) in full in cash on the date set forth as the date of termination of this Agreement in such notice; provided, that, if such notice states that it is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other

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Indebtedness, such notice of prepayment may be revoked by the Borrower if such condition is not satisfied.

(c)Mandatory Prepayment.

(i)Subject to Section 3.4 of the Collateral Trust Agreement, within one (1) Business Day following any Disposition (excluding Dispositions which qualify as Permitted Dispositions) by the Borrower or its Restricted Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Revolving Loans in accordance with Section 2.05(e) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Revolving Loans, including after giving effect to Section 2.05(c)(iv)) shall exceed for all such Dispositions $15,000,000 during the term of this Agreement (to the extent of such excess).  Nothing contained in this Section 2.05(c)(i) shall permit the Borrower or any of its Restricted Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(e).

(ii)Within one (1) Business Day following the issuance or incurrence by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Debt), the Borrower shall prepay the outstanding amount of the Revolving Loans in accordance with Section 2.05(e) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith.  The provisions of this Section 2.05(c)(ii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement.

(iii)Subject to Section 3.4 of the Collateral Trust Agreement, within one (1) Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Revolving Loans in accordance with Section 2.05(e) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Revolving Loans, including after giving effect to Section 2.05(c)(iv)) shall exceed for all Extraordinary Receipts $15,000,000 during the term of this Agreement (to the extent of such excess).

(iv)Notwithstanding the foregoing, with respect to Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries in connection with any Disposition or the receipt of Extraordinary Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(i) or Section 2.05(c)(iii), as applicable, such Net Cash Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets, or otherwise reinvest in assets, used or useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 10 days after such Disposition or loss, destruction or taking,

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as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets, or otherwise reinvest in assets, used or useful in such Person’s business within a period specified in such certificate not to exceed 365 days after the date of receipt of such Net Cash Proceeds (which period may be extended by an additional 90 days if the Borrower or any of its Restricted Subsidiaries have entered into a commitment within such 365 days to reinvest such Net Cash Proceeds) (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) at the election of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(e).

(v)If at any time after the Effective Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Letter of Credit Obligations shall exceed the Total Revolving Credit Commitment, the Borrower shall immediately prepay the Revolving Loans and (after all Revolving Loans have been repaid) cash collateralize the Letter of Credit Obligations in an amount sufficient to eliminate such excess.

(d)Prepayments of Other First Lien Indebtedness.  Notwithstanding the foregoing provisions of Section 2.05(c)(i), (ii), (iii), or otherwise, any Net Cash Proceeds otherwise required to be applied to prepay the Revolving Loans may, at Borrower’s option, be applied to prepay the principal amount of Other First Lien Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Net Cash Proceeds is required under the terms of such Other First Lien Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Revolving Loans in accordance with the terms hereof), unless such application would result in the holders of Other First Lien Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Revolving Loans and Other First Lien Indebtedness at such time) of such Net Cash Proceeds relative to Lenders, in which case such Net Cash Proceeds may only be applied to prepay the principal amount of Other First Lien Indebtedness on a pro rata basis with outstanding Revolving Loans.  To the extent the holders of Other First Lien Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within five (5) Business Days after the date of such rejection) be applied to prepay Revolving Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other First Lien Indebtedness was not then outstanding).  Any such application to Other First Lien Indebtedness shall reduce any prepayments otherwise required hereunder by an equivalent amount.

(e)Application of Payments.  Subject to the Collateral Trust Agreement, each prepayment pursuant to Section 2.05(c) shall be applied, first, to the Revolving Loans (with a corresponding permanent reduction in the Revolving Credit Commitments), until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to one hundred and five percent (105%) of the aggregate undrawn amount of all outstanding Letters of Credit (with

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a corresponding permanent reduction in the Revolving Credit Commitments).  Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, subject to the provisions of the Collateral Trust Agreement, if the Administrative Agent has elected, or has been directed by the Required Lenders, to apply payments in respect of any Obligations in accordance with Section 4.03(b), prepayments required under Section 2.05(c) shall be applied in the manner set forth in Section 4.03(b).

(f)Interest and Fees.  Any prepayment made pursuant to this Section 2.05 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of prepayment, (ii) any Funding Losses payable pursuant to Section 2.08, and (iii) if such prepayment would reduce the amount of the outstanding Revolving Loans to zero at a time when the Total Revolving Credit Commitment has been terminated, such prepayment shall be accompanied by the payment of all fees accrued to such date pursuant to Section 2.06.

(g)Cumulative Prepayments.  Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.

Section 2.06Fees.

(a)Unused Line Fee.  From and after the Effective Date and until the Final Maturity Date, the Borrower shall pay to the Administrative Agent for the account of the Lenders, in accordance with their Pro Rata Shares, quarterly in arrears on the last day of each quarter, with the first payment date being March 31, 2021, an unused line fee (the “Unused Line Fee”), which shall accrue at the rate per annum of one half of one percent (0.50%) on the excess, if any, of the Total Revolving Credit Commitment over the sum of the average daily principal amount of all Revolving Loans and Letter of Credit Obligations outstanding from time to time during the preceding quarter.

(b)Audit and Collateral Monitoring Fees.  The Borrower acknowledges that pursuant to Section 7.01(f), representatives of the Agents may visit any or all of the Loan Parties and/or conduct inspections, audits, valuations, appraisals, and/or examinations of any or all of the Loan Parties at any time and from time to time.  The Borrower agrees to pay the cost of all visits, inspections, audits, valuations, appraisals and/or examinations conducted by a third party on behalf of the Agents; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to reimburse the Agents for more than one (1) such inspection, audit, valuation, appraisal, and/or examination in the aggregate during any calendar year.

(c)Upfront Fee.  The Borrower agrees to pay to each Lender, on the Effective Date, an upfront fee equal to (i) such Lender’s Revolving Credit Commitment, multiplied by (ii) 0.75%.

(d)Fee Letter.  On the Effective Date, the Borrower shall pay the fees set forth in any fee letter executed by the Borrower and the Arranger, the Administrative Agent and/or any Lender.

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Section 2.07LIBORAdjusted Term SOFR Option.

(a)The Borrower may, at any time and from time to time, so long as no Default or Event of Default has occurred and is continuing, elect to have interest on all or a portion of the Revolving Loans be charged at a rate of interest based upon the LIBOR RateAdjusted Term SOFR (the “LIBORSOFR Option”) by notifying the Administrative Agent prior to 11:00 a.m. (New York City time) at least three (3) U.S. Government Securities Business Days prior to (i) the proposed borrowing date of a Revolving Loan (as provided in Section 2.02), (ii) in the case of the conversion of a Reference Rate Loan to a LIBOR RateSOFR Loan, the commencement of the proposed Interest Period or (iii) in the case of the continuation of a LIBOR RateSOFR Loan as a LIBOR RateSOFR Loan, the last day of the then current Interest Period (the “LIBORSOFR Deadline”).  Notice of the Borrower’s election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.07(a) shall be made by delivery to the Administrative Agent of (x) a Notice of Borrowing (in the case of the initial making of a Revolving Loan) in accordance with Section 2.02 or (y) a LIBORSOFR Notice prior to the LIBORSOFR Deadline (or by telephonic notice received by the Administrative Agent before the LIBORSOFR Deadline (to be confirmed by delivery to the Administrative Agent of a LIBORSOFR Notice received by the Administrative Agent prior to 5:00 p.m. (New York City time) on the same day)).  Promptly upon its receipt of each such LIBORSOFR Notice, the Administrative Agent shall provide a copy thereof to each of the Lenders.  Each LIBORSOFR Notice shall be irrevocable and binding on the Borrower.

(b)Interest on LIBOR RateSOFR Loans shall be payable in accordance with Section 2.04(b).  On the last day of each applicable Interest Period, unless the Borrower has properly exercised the LIBORSOFR Option with respect thereto, the interest rate applicable to such LIBOR RateSOFR Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder.  At any time that a Default or an Event of Default has occurred and is continuing, the Borrower shall no longer have the option to request that any portion of the Revolving Loans bear interest at the LIBOR RateAdjusted Term SOFR and the Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR RateSOFR Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the then current Interest Period.

(c)Notwithstanding anything to the contrary contained in this Agreement, the Borrower (i) shall have not more than five (5) LIBOR RateSOFR Loans in effect at any given time and (ii) only may exercise the LIBORSOFR Option for LIBOR RateSOFR Loans of at least $100,000 and integral multiples of $50,000 in excess thereof.

(d)The Borrower may prepay LIBOR RateSOFR Loans at any time; provided, however, that in the event that LIBOR RateSOFR Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.05(c) or any application of payments or proceeds of Collateral in accordance with Section 4.03 or Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrower shall indemnify, defend, and hold the

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Administrative Agent and the Lenders and their participants harmless against any and all Funding Losses in accordance with Section 2.08.

(e)Anything to the contrary contained herein notwithstanding, neither the Administrative Agent nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.  The provisions of this Article II shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans.

Section 2.08Funding Losses.  In connection with each LIBOR RateSOFR Loan, the Borrower shall indemnify, defend, and hold the Administrative Agent and the Lenders harmless against any loss, cost, or expense incurred by the Administrative Agent or any Lender as a result of (a) the payment of any principal of any LIBOR RateSOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any Notice of Borrowing or LIBORSOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”).  Funding Losses shall, with respect to the Administrative Agent or any Lender, be deemed to equal the amount reasonably determined by the Administrative Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which the Administrative Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market.  A certificate of the Administrative Agent or a Lender delivered to the Borrower setting forth any amount or amounts that the Administrative Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Section 2.09Taxes.  (a) Any and all payments by or on account of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable law.  If any Loan Party shall be required to deduct any Taxes from or in respect of any sum payable hereunder to any Secured Party (or any transferee or assignee thereof, including a participation holder (any such entity, a “Transferee”)), (i) the applicable withholding agent shall make such deductions and (ii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased by the amount (an “Additional Amount”) necessary such that after making all required deductions (including deductions applicable to any Additional Amount payable under this Section 2.09) such Secured Party (or

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such Transferee) receives the amount equal to the sum it would have received had no such deductions been made.

(b)In addition, each Loan Party agrees to pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.  Each Loan Party shall deliver to each Secured Party official receipts or other evidence of payment reasonably satisfactory to such Secured Party in respect of any Taxes or Other Taxes payable pursuant to this Section 2.09 promptly after payment of such Taxes or Other Taxes.

(c)The Loan Parties hereby jointly and severally indemnify and agree to hold each Secured Party harmless from and against Indemnified Taxes (including, without limitation, Indemnified Taxes imposed on any amounts payable under this Section 2.09) paid by such Person, whether or not such Indemnified Taxes were correctly or legally asserted.  Such indemnification shall be paid within ten (10) days from the date on which any such Person makes written demand therefore.

(d)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Loan Parties and the Administrative Agent, at the time or times reasonably requested in writing by the Loan Parties or the Administrative Agent, such properly completed and executed documentation reasonably requested in writing by the Loan Parties or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested in writing by the Loan Parties or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested in writing by the Loan Parties or the Administrative Agent as will enable the Loan Parties or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Without limiting the generality of the foregoing, each Lender (or Transferee) agrees that it shall, no later than the Effective Date (or, in the case of a Lender which becomes a party hereto pursuant to Section 12.07 hereof after the Effective Date, promptly after the date upon which such Lender becomes a party hereto) deliver to the Administrative Agent (or, in the case of an assignee of a Lender which (x) is an Affiliate of such Lender or a Related Fund of such Lender and (y) does not deliver an Assignment and Acceptance to the Administrative Agent pursuant to the last sentence of Section 12.07(c)(ii) for recordation pursuant to Section 12.07(e), to the assigning Lender only, and in the case of a participant, to the Lender granting the participation only), in the case of a Lender (or Transferee) that is a U.S. Person, one properly completed and duly executed copy of U.S. Internal Revenue Service Form W-9, and in the case of a Lender (or Transferee) that is not a U.S. Person (a “Non-U.S. Lender”), one properly completed and duly executed copy of either U.S. Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (including any attachments thereto) or any subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments of interest hereunder.  In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code, such Non-U.S. Lender hereby represents to the Administrative Agent and the Borrower that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower and is not a controlled foreign corporation related to the

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Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code).  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such participation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office.  In addition, each Lender (or Transferee) or the Administrative Agent shall deliver such forms within twenty (20) days after receipt of a written request therefor from the Administrative Agent, the assigning Lender or the Lender granting a participation, as applicable.  Notwithstanding any other provision of this Section 2.09, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 2.09(d) that such Non-U.S. Lender is not legally able to deliver.  Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(e)If any Secured Party (or a Transferee) determines, in its sole discretion exercised in good faith, that it has received a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes with respect to which any Loan Party has made an indemnity payment or paid Additional Amounts pursuant to this Section 2.09, it shall within thirty (30) days from the date of such receipt pay over such refund to the Borrower, net of all out of pocket expenses of such Secured Party (or Transferee) relating to obtaining such refund, provided that the Borrower, upon the request of such Secured Party (or Transferee), shall repay to such Secured Party (or Transferee) any amount paid over pursuant to this Section 2.09(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Secured Party (or Transferee) is required to repay such amount to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 2.09(e), in no event will the Secured Party (or Transferee) be required to pay any amount to the Borrower pursuant to this Section 2.09(e) the payment of which would place the Secured Party (or Transferee) in a less favorable net after-Tax position than the Secured Party (or Transferee) would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any Secured Party (or Transferee) to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(f)If a payment made to a Lender (or Transferee) or any Agent under any Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender (or Transferee) or Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender (or Transferee) or Agent shall deliver to the Borrower and the Agents at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agents such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Agents as may be necessary for the Borrower and the Agents to comply with their obligations under FATCA and to determine that such Lender (or Transferee) or Agent has complied with its obligations under FATCA or to

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determine the amount, if any, to deduct and withhold from such payment.  Solely for purposes of this Section 2.09(f), “FATCA” shall include any amendments made to FATCA after the date of this AgreementEffective Date.

(g)The obligations of the Loan Parties under this Section 2.09 shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder.

Section 2.10Increased Costs and Reduced Return.  (a) If any Secured Party shall have determined that any Change in Law shall (i) subject such Secured Party to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Revolving Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Secured Party or any Person controlling such Secured Party or (iii) impose on such Secured Party or any Person controlling such Secured Party any other condition regarding this Agreement or any Revolving Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Secured Party of making any Revolving Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Revolving Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Secured Party hereunder, then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased costs or reductions in amount.

(b)If any Secured Party shall have reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Secured Party or any Person controlling such Secured Party, and such Secured Party determines that the amount of such capital is increased as a direct or indirect consequence of any Revolving Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Secured Party’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Secured Party’s or such other controlling Person’s capital to a level below that which such Secured Party or such controlling Person could have achieved but for such circumstances as a consequence of any Revolving Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Revolving Loans, to issue Letters of Credit or such Secured Party’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Secured Party’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Secured Party, the Borrower shall pay to such Secured Party from time to time such additional amounts as will compensate such Secured Party for such cost of maintaining such increased capital or such reduction in the rate of return on such Secured Party’s or such other controlling Person’s capital.

(c)All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Secured Party until payment in full to such Secured Party at the Reference Rate.  A certificate of such Secured Party claiming

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compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Secured Party to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Secured Party’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder.

Section 2.11Changes in Law; Impracticability or Illegality.

(a)The LIBOR RateAdjusted Term SOFR may be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR RateAdjusted Term SOFR, and excluding changes in Tax laws.  In any such event, the affected Lender shall give the Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (i) require such Lender to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR RateAdjusted Term SOFR and the method for determining the amount of such adjustment, or (ii) repay the LIBOR RateSOFR Loans with respect to which such adjustment is made (together with any amounts due under Section 2.09).

(b)If any Lender determines that for any reason in connection with any request for a LIBOR RateSOFR Loan, or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBOR RateAdusted Term SOFR for any requested Interest Period with respect to a proposed LIBOR RateSOFR Loan or in connection with an existing or proposed Reference Rate Loan, (c) the LIBOR Rateor (b) Adjusted Term SOFR for any requested Interest Period with respect to a proposed LIBOR RateSOFR Loan

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does not adequately and fairly reflect the cost to such Lender of funding such Revolving Loan, or (d) the U.K. Financial Conduct Authority has implemented a policy that the LIBOR Rate (or any component thereof) is no longer to be permitted to be a benchmark rate and the Administrative Agent, Required Lenders and the Borrower have not agreed to an alternative benchmark rate, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (y) the obligation of the Lenders to make or maintain LIBOR RateSOFR Loans shall be suspended, and (z) in the event of a determination described in the preceding sentence with respect to the LIBORAdjusted Term SOFR component of the Reference Rate, the utilization of the LIBORAdjusted Term SOFR component in determining the Reference Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of or conversion to LIBOR RateSOFR Loans, or continuation of LIBOR RateSOFR Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Reference Rate Loans in the amount specified therein.

(c)The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder.

Section 2.12Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requires the Borrower to indemnify or pay any Additional Amounts under Section 2.09 or requests compensation under Section 2.10, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans or Letter of Credit (or participations therein) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to such Section in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If any Lender requires the Borrower to indemnify or pay any Additional Amounts under Section 2.09 or requests compensation under Section 2.10 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a) above, or if any Lender is a Defaulting Lender or is subject to a Disqualification, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.07), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent any assignment fees specified in Section 12.07;

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(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.08 and Section 2.09) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from payments required to be made pursuant to Section 2.09 or a claim for compensation under Section 2.10, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)such assignment does not conflict with applicable law.

Prior to the effective date of such assignment, the assigning Lender shall execute and deliver an Assignment and Acceptance, subject only to the conditions set forth above.  If the assigning Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such assignment, the assigning Lender shall be deemed to have executed and delivered such Assignment and Acceptance.  Any such assignment shall be made in accordance with the terms of Section 12.07.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c)If the Borrower receives a notice from any applicable Gaming Authority or otherwise reasonably determines that any Lender is subject to a Disqualification (and such Lender is notified by the Borrower and the Administrative Agent in writing of such Disqualification), the Borrower shall have the right to replace such Lender with a replacement Lender in accordance with Section 2.12(b), even if a Default or an Event of Default exists.  Notice to such Lender shall be given at least ten (10) days before the required date of transfer (unless a shorter period is required by any Requirement of Law and/or any Gaming License), and shall be accompanied by evidence demonstrating that such Lender is subject to a Disqualification or such transfer is otherwise required pursuant to Gaming Laws and/or any Gaming License.  Upon receipt of a notice in accordance with the foregoing, the Lender that is subject to the Disqualification shall cooperate with the Borrower in effectuating the required transfer within the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period is required under any Requirement of Law and/or any Gaming License).  Further, if the transfer is triggered by notice from a Gaming Authority that the Lender is subject to a Disqualification, commencing on the date such Gaming Authority serves the notice of Disqualification upon the Borrower, to the extent prohibited by any Requirement of Law and/or by any Gaming License:  (i) such Lender shall no longer receive any interest on the Revolving Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Revolving Loans; and (iii) such Lender shall not receive any remuneration in any form from the Borrower for services or otherwise in respect of the Revolving Loans and Commitments.

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Section 2.13Letters of Credit.

(a)(i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees, upon Borrower’s request for the issuance of a new letter of credit as provided in subparagraph (ii) below, to issue letters of credit for the account of the Loan Parties (each, a “Letter of Credit”).  As used herein, the term “issuance of a Letter of Credit,” “issue a Letter of Credit” (or words of like import) means, as the context requires, the action described in the preceding sentence.

(ii)Each request for (x) the issuance of a new Letter of Credit or (y) the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by the Borrower and delivered to the Issuing Lender and the Administrative Agent via hand delivery, telefacsimile, or other electronic method of transmission prior to 1:00 p.m. New York time on the 3rd Business Day in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender and shall specify (A) in the case of the issuance of a new Letter of Credit, the amount thereof, the date of issuance thereof, the expiration date thereof and the name and address of the beneficiary thereof, (B) in the case of the amendment, renewal or extension of an outstanding Letter of Credit, identification of the outstanding Letter of Credit to be so amended, renewed, or extended, a description of the proposed changes (including any change to the amount thereof or the expiration date thereof) and the effective date of the proposed amendment, renewal or extension, and (C) in all cases, such other information as shall be necessary to prepare, amend, renew, or extend such new Letter of Credit or outstanding Letter of Credit, as applicable.  Except as otherwise expressly agreed in writing upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Final Maturity Date unless, on or prior to thirty (30) days prior to the Final Maturity Date, the Borrower provides Letter of Credit Collateralization for such Letter of Credit.  The issuance date of each Letter of Credit shall be a Business Day.  Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the Issuing Lender.  The Issuing Lender shall not issue a Letter of Credit, or amend, increase or extend a Letter of Credit, if any of the following would result after giving effect thereto:

(A)the Letter of Credit Obligations would exceed the amount of the L/C Subfacility, or

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(B)the Letter of Credit Obligations would exceed the Total Revolving Credit Commitment minus the aggregate outstanding principal amount of all Revolving Loans.

Each outstanding Letter of Credit shall be in form and substance reasonably acceptable to the Administrative Agent and the Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars.  If the Issuing Lender is obligated to advance funds under a Letter of Credit (each such payment made by the Issuing Lender pursuant to a Letter of Credit, a “L/C Disbursement”), the Borrower shall reimburse such L/C Disbursement to the Issuing Lender by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 2:00 p.m., New York time, on the date that such L/C Disbursement is made, if the Borrower shall have received written notice of such L/C Disbursement prior to 11:00 a.m., New York time on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York time, on the next succeeding Business Day, and, in the absence of such reimbursement, such L/C Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder and, initially, shall bear interest at the rate then applicable to Revolving Loans that are Reference Rate Loans under Section 2.04.  To the extent a L/C Disbursement is deemed to be a Revolving Loan hereunder, Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Revolving Loan (for the avoidance of doubt, the failure of Borrower to reimburse such L/C Disbursement that is so discharged shall in no event be an Event of Default hereunder).  Promptly following receipt by the Administrative Agent of any payment from Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that the Lenders have made payments pursuant to Section 2.13(b) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(b)Promptly following receipt of a notice from the Administrative Agent of an L/C Disbursement being deemed to be a Revolving Loan pursuant to Section 2.13(a), each Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to the foregoing subsection on the same terms and conditions as if the Borrower had requested such Revolving Loan and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a Letter of Credit (or an amendment to an outstanding Letter of Credit that increases the amount of any Letter of Credit) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender shall be deemed to have granted to each Lender, and each Lender shall be deemed to have purchased, a participation in such newly issued or increased Letter of Credit, in an amount equal to its Pro Rata Share of the Letter of Credit Obligations with respect thereto, and each such Lender agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by the Borrower on the date due as provided in clause (a) of this Section, or if any reimbursement payment is required to be refunded to the Borrower for any reason.  Each Lender acknowledges and agrees that its obligation to deliver to the Administrative Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C

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Disbursement made by the Issuing Lender pursuant to this Section 2.13(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Article V hereof.  If any such Lender fails to make available to the Administrative Agent the amount of such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, the Administrative Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the rate then applicable to Revolving Loans that are Reference Rate Loans.

(c)The Borrower hereby agrees to indemnify, save, defend, and hold the Issuing Lender, the Administrative Agent and the Lenders harmless from any loss, liability, reasonable and documented out-of-pocket cost or expense, and reasonable attorneys’ fees incurred by the Issuing Lender, the Administrative Agent and the Lenders and any of the Issuing Lender’s, the Administrative Agent’s and Lenders’ respective Affiliates arising out of or in connection with any Letter of Credit; provided, however, that the Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is determined by a final non-appealable judgment of a court of competent jurisdiction (x) that it is caused by the gross negligence or willful misconduct of the Issuing Lender or the Administrative Agent or Lender or any of the Administrative Agent’s and the Lenders’ Affiliates, or (y) that it results from wrongful dishonor by the Administrative Agent, the Issuing Lender, any Lender or any of their Affiliates.  The Borrower agrees to be bound by the Issuing Lender’s regulations and interpretations of any Letter of Credit issued by the Issuing Lender to or for Borrower’s account (provided that in each case such interpretations are made in good faith and consistent with the practices of letter of credit issuers generally), even though this interpretation may be different from the Borrower’s own, and the Borrower understands and agrees that the Administrative Agent and the Lenders or any of the Administrative Agent’s or Lenders’ respective Affiliates shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto.  The Borrower hereby acknowledges and agrees that neither the Administrative Agent, any Lender, nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit (so long as such malfunction is not due to the gross negligence or willful misconduct of any such Person).

(d)Any and all customary issuance charges, commissions, fees, and costs incurred by the Issuing Lender shall be Obligations for purposes of this Agreement and shall be reimbursable by the Borrower to the Administrative Agent for the account of the Issuing Lender promptly after written demand therefore (it being acknowledged and agreed that any charging of such charges, commissions, fees and costs to the Loan Account shall be deemed to constitute a demand for payment thereof); it being acknowledged and agreed by the Borrower that the usage charge imposed by Issuing Lender is 0.125% per annum times the average daily stated amount (as of the end of each day during the relevant period) each outstanding Letter of Credit, payable quarterly, in arrears on the last Business Day of each quarter after the Effective Date, with the

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first payment date being March 31, 2021, and that the Issuing Lender may also impose its customary charges for amendments, extensions, drawings, and renewals, payable on demand.

Section 2.14Participations.

(a)Purchase of Participations.  Immediately upon issuance by the Issuing Lender of any Letter of Credit pursuant to this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Administrative Agent, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in the Letter of Credit Obligations then outstanding.

(b)Obligations Irrevocable.  The obligations of a Lender to make payments to the Administrative Agent for the account of the Administrative Agent, the Lenders or the Issuing Lender with respect to a Letter of Credit shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(ii)the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against a beneficiary named in such Letter of Credit or any transferee of such Letter of Credit (or any Person for whom any such transferee may be acting), any Agent, any Lender, or any other Person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Loan Party and the beneficiary named in such Letter of Credit);

(iii)Issuing Lender or any of its branches or Affiliates being the beneficiary of any Letter of Credit;

(iv)any draft, certificate or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

(vi)any failure by the Administrative Agent to provide any notices required pursuant to this Agreement relating to such Letter of Credit;

(vii)any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(viii)the occurrence of any Default or Event of Default.

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Section 2.15Letters of Credit and Charges to the Loan Account.

(a)The Borrower shall pay to the Administrative Agent for the account of the Lenders, in accordance with the Lenders’ Pro Rata Shares for any Letter of Credit issued hereunder, a non-refundable fee equal to (x) the then Applicable Margin for Revolving Loans that are LIBOR RateSOFR Loans times (y) the average daily stated amount (as of the end of each day during the relevant period) of all outstanding Letters of Credit, payable quarterly, in arrears, on the first Business Day of each quarter following the Effective Date (the “Letter of Credit Fee”).

(b)The Borrower hereby authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 4.01 of this Agreement with the amount of any Letter of Credit Fee or charges due under this Section 2.15 and Section 2.13(d).

The remaining balance in the Letter of Credit Collateral Account shall be returned to the Borrower when all Obligations have been paid in full, there are no outstanding Letters of Credit, and all Commitments to extend Revolving Loans or issue Letters of Credit have terminated.

Section 2.16MIRE Events.  Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Revolving Loans (excluding any continuation or conversion of Revolving Loans under Section 2.07) shall be subject to (and conditioned upon) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by laws relating to flood insurance and as otherwise reasonably required by the Administrative Agent, Collateral Trustee or any Lender.

ARTICLE III
[INTENTIONALLY OMITTED]

ARTICLE IV
APPLICATION OF PAYMENTS; DEFAULTING LENDERS;
JOINT AND SEVERAL LIABILITY OF BORROWER

Section 4.01Payments; Computations and Statements.  (a) The Borrower will make each payment under this Agreement not later than 1:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account, as applicable.  All payments received by the Administrative Agent after 1:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day.  All payments shall be made by the Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agents and the Lenders.  Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.  The Lenders and the Borrower hereby

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authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrower with any amount due and payable by the Borrower under any Loan Document.  Each of the Lenders and the Borrower agree that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 have been satisfied.  Any amount charged to the Loan Account of the Borrower shall be deemed a Revolving Loan hereunder made by the Lenders to the Borrower, funded by the Administrative Agent on behalf of the Lenders and subject to Section 2.02 of this Agreement.  The Lenders and the Borrower confirm that any charges which the Administrative Agent may so make to the applicable Loan Account of the Borrower as herein provided will be made as an accommodation to the Borrower and solely at the Administrative Agent’s discretion and with the prior written consent of the Required Lenders.  Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.  All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days.  Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

(b)The Administrative Agent shall provide the Borrower, promptly after the end of each calendar month, a summary statement (in the form from time to time used by the Administrative Agent) of the opening and closing daily balances in the Loan Account of the Borrower during such month, the amounts and dates of all Revolving Loans made to the Borrower during such month, the amounts and dates of all payments on account of the Revolving Loans to the Borrower during such month and the Revolving Loans to which such payments were applied, the amount of interest accrued on the Revolving Loans to the Borrower during such month, any Letters of Credit issued by the Issuing Lender for the account of the Borrower during such month, specifying the face amount thereof, the amount of charges to the Loan Account and/or Revolving Loans made to the Borrower during such month to reimburse the Lenders for drawings made under Letters of Credit, and the amount and nature of any charges to the Loan Account made during such month on account of fees, commissions, expenses and other Obligations.  All entries on any such statement shall be presumed to be correct and, thirty (30) days after the same is sent, shall be final and conclusive absent manifest error.

Section 4.02Sharing of Payments.  If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Lenders with an interest in such Obligations, such Lender shall forthwith purchase from the other Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid by the purchasing

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Lender in respect of the total amount so recovered and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations in Letters of Credit to any assignee or participant, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).  The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all of its rights (including the Lender’s right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 4.03Apportionment of Payments.

(a)All payments of principal and interest in respect of outstanding Revolving Loans, all payments of fees (other than the fees set forth in Section 2.06(d) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Revolving Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made.

(b)Subject to the Collateral Trust Agreement, (i) after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral and all distributions in respect of the Obligations under a confirmed plan of reorganization in a proceeding described in subclauses (f) or (g) of Section 9.01, subject to the provisions of this Agreement and (ii) all payments made by Loan Parties to the Collateral Trustee or the Administrative Agent after any or all of the Obligations under the Loan Documents have been accelerated (so long as such acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows:

FIRST, to the payment of all indemnities and out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent under the Loan Documents, until paid in full;

SECOND, to the payment of any fees owed to the Administrative Agent, until paid in full;

THIRD, to the payment of all indemnities and out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Arranger under the Loan Documents or otherwise with respect to the Obligations owing to the Arranger, until paid in full;

FOURTH, to payment of any fees owed to the Arranger, until paid in full;

FIFTH, to the payment of all indemnities and out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders and

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Issuing Lenders in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Lender or Issuing Lender, until paid in full;

SIXTH, to the payment of all of the Obligations consisting of accrued fees and interest, and including, with respect to any Cash Management Services, any fees, premiums and scheduled periodic payments due under such Cash Management Services and any interest accrued thereon (whether or not accruing after the filing of any case under the Bankruptcy Code with respect to the Obligations and whether or not a claim for such post-filing or post-petition interest, fees and charges is allowed or allowable in such proceeding), until paid in full;

SEVENTH, to the payment of the outstanding principal amount of the Obligations and the payment, and including with respect to any Cash Management Services, of any breakage, termination or other payments due under such Cash Management Services and any interest accrued thereon and the providing of Letter of Credit Collateralization (pursuant to clause (a) of the definition thereof) for all issued Letters of Credit, until paid in full;

EIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “SEVENTH” above, until paid in full; and

NINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In the event of a direct conflict between the priority provisions of this Section 4.03 and other provisions contained in any other Loan Document, this Section 4.03 shall control and govern; provided that, in the event of a direct conflict between the priority provisions of this Section 4.03 and any provisions of the Collateral Trust Agreement, such provisions of the Collateral Trust Agreement shall control and govern.

Section 4.04Defaulting Lenders.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a)Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be suspended and the Commitments of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

(b)The Administrative Agent shall not be obligated to transfer to such Defaulting Lender any payments made by the Borrower to the Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Revolving Loans were funded by the other Lenders) or, if so directed by the Borrower and if no Default or Event

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of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Revolving Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrower as if such Defaulting Lender had made such Revolving Loans to the Borrower.  Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender.

(c)Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrower to replace the Defaulting Lender in accordance with Section 2.12.

(d)The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender.

(e)This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Administrative Agent, and the Borrower shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Revolving Loans and pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect thereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE V
CONDITIONS TO REVOLVING LOANS

Section 5.01Conditions Precedent to Effectiveness.  This Agreement shall become effective as of the Business Day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied (or waived by the Administrative Agent and the Lenders) in a manner reasonably satisfactory to the Administrative Agent:

(a)Payment of Fees, Etc.  The Borrower shall have paid on or before the Effective Date all fees, costs and expenses then payable pursuant to this Agreement and the other Loan Documents, including, without limitation, pursuant to Section 2.06 and Section 12.04 (including, without limitation, reasonable legal fees and expenses of Latham & Watkins LLP, and of special Gaming and local counsel in any applicable jurisdiction, if any) to the extent such fees and expenses are invoiced on or prior to the Effective Date.

(b)Representations and Warranties; No Event of Default.  The following statements shall be true and correct:  (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant

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hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

(c)Legality.  The making of the initial Revolving Loans (if any) or the issuance of any Letters of Credit (if any) on the Effective Date shall not contravene any law, rule or regulation applicable to any Secured Party.

(d)Delivery of Documents.  The Administrative Agent and the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:

(i)this Agreement, dated as of the Effective Date, duly executed by the Loan Parties, the Lenders party hereto, and the Administrative Agent;

(ii)the Security Agreement, duly executed by each Loan Party and the Collateral Trustee, together with evidence of the delivery to the Collateral Trustee of the original stock certificates representing all of the certificated Equity Interests and all promissory notes, instruments and chattel paper required, in each case, required to be pledged and delivered thereunder, accompanied by undated stock powers executed in blank or other proper instruments of transfer, as applicable;

(iii)the Intellectual Property Security Agreement, duly executed by each Loan Party party thereto and the Collateral Trustee;

(iv)the Collateral Trust Agreement, duly executed by each Loan Party, the Collateral Trustee, the Senior Secured Notes Trustee and the Administrative Agent;

(v)all Control Agreements with respect to each of the Loan Parties’ deposit accounts and securities accounts (other than Excluded Accounts), each duly executed by, in addition to the applicable Loan Party, the applicable financial institution and the Collateral Trustee;

(vi)all Mortgages and Real Property Deliverables with respect to each of the Loan Parties’ Mortgaged Properties that are owned or leased on the Effective Date, each duly executed by the applicable Loan Party;

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(vii)all Ship Mortgages and Vessel Deliverables with respect to each of the Loan Parties’ Mortgaged Vessels that are owned on the Effective Date, each duly executed by the applicable Loan Party;

(viii)UCC financing statements in form appropriate for filing in the jurisdiction of organization of each Loan Party;

(ix)the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens);

(x)the Intercompany Subordination Agreement, dated as of the Effective Date, duly executed by the Borrower, its Subsidiaries and the Administrative Agent;

(xi)any fee letter duly executed by the Borrower and the Arranger, the Administrative Agent and/or any Lender party thereto;

(xii)to the extent that any Revolving Loans are to be incurred or Letters of Credit issued on the Effective Date, (A) a Notice of Borrowing pursuant to Section 2.02 hereof and/or (B) a request for issuance, increase, renewal or extension of a Letter of Credit pursuant to Section 2.13, as applicable, duly executed by the Borrower;

(xiii)a certificate of an Authorized Officer of each Loan Party, dated as of the Effective Date, (I) certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, LIBORSOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (II) attaching a certificate of the appropriate official(s) of the jurisdiction of organization of each Loan Party certifying as of a recent date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdiction;

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(xiv)a certificate of an Authorized Officer of the Borrower, dated as of the Effective Date, certifying as to the compliance with the representations and warranties set forth in Section 6.01(g);

(xv)a certificate of an Authorized Officer of the Borrower, dated as of the Effective Date, certifying as to the solvency of the Borrower and the Loan Parties on a consolidated basis (before and after giving effect to the Revolving Loans made, and the Letters of Credit to be issued, on the Effective Date);

(xvi)opinions of (A) Brownstein Hyatt Farber Schreck LLP, (B) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, (C) Bose McKinney & Evans LLP, (D) Butler Snow LLP, (E) Dentons Bingham Greenebaum LLP and (F) Jones Walker LLP, counsel to the Loan Parties, as to such matters as the Administrative Agent and the Lenders may reasonably request, in each case dated as of the Effective Date;

(xvii)evidence of the insurance coverage required by Section 7.01 and the terms of the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Administrative Agent or Lenders may reasonably request, in each case, where requested by the Administrative Agent or the Lenders;

(xviii)a duly executed Revolving Loan Note, dated as of the Effective Date, to each Lender requesting a promissory note pursuant to Section 2.03(e);

(xix)a closing certificate, dated as of the Effective Date, duly executed by an Authorized Officer of the Borrower, certifying as to the satisfaction of the closing conditions contained herein; and

(xx)such other agreements, instruments, approvals, opinions and other documents as the Administrative Agent or any Lender may reasonably request.

(e)Material Adverse Effect.  The Administrative Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since December 31, 2019 which could reasonably be expected to have a Material Adverse Effect.

(f)Approvals.  All material consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority (including any Gaming Authority) or other Person required in connection with this Agreement (including the extensions of credit hereunder) and the other Loan Documents shall have been obtained and shall be in full force and effect.

(g)Know-Your-Customer Requirements.  The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested at least five (5) Business Days prior to the Effective Date that is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and all such documentation and other information shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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(h)Beneficial Ownership Certification.  The Administrative Agent and the Lenders shall have received, at least two (2) Business Days prior to the Effective Date (or such later date as agreed to by the Administrative Agent and the Lenders), a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to the extent requested not less than ten (10) Business Days prior to the Effective Date.

(i)Senior Secured Notes.  Prior to or substantially simultaneously with the occurrence of the Effective Date, the Borrower shall have received the proceeds of the Senior Secured Notes in an aggregate principal amount of $310,000,000.

For purposes of determining whether the conditions specified in this Section 5.01 have been satisfied, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

Section 5.02Conditions Precedent to All Revolving Loans and Letters of Credit after the Effective Date.  The obligation of any Lender to make any Revolving Loan or of the Issuing Lender to issue, amend, increase or extend any Letter of Credit after the Effective Date is subject to the fulfillment, in a manner reasonably satisfactory to the Administrative Agent and Lenders, of each of the following conditions precedent:

(a)Payment of Fees, Etc.  The Borrower shall have paid all fees and costs then payable by the Borrower pursuant to this Agreement and the other Loan Documents, including, without limitation, Section 2.06 and Section 12.04 hereof.

(b)Representations and Warranties; No Event of Default.  The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Revolving Loan, and the Borrower’s acceptance of the proceeds of such Revolving Loan, or the issuance, increase, renewal or extension of such Letter of Credit, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Revolving Loan or the date of issuance, increase, renewal or extension of such Letter of Credit that:  (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the date of such Revolving Loan or such issuance, increase, renewal or extension of such Letter of Credit are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), (ii) at the time of and after giving

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effect to the making of such Revolving Loan and the application of the proceeds thereof or at the time of issuance, increase, renewal or extension of such Letter of Credit, no Default or Event of Default has occurred and is continuing or would result from the making of the Revolving Loan to be made, or the issuance, increase, renewal or extension of such Letter of Credit to be issued, on such date and (iii) the conditions set forth in this Section 5.02 have been satisfied as of the date of such request.

(c)Notices.  The Administrative Agent shall have received (i) a Notice of Borrowing pursuant to Section 2.02 hereof and/or (ii) a request for issuance, increase, renewal or extension of a Letter of Credit pursuant to Section 2.13, as applicable.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

Section 6.01Representations and Warranties.  In order to induce the Lenders to enter into this Agreement and to extend Revolving Loans, each Loan Party hereby represents and warrants to the Secured Parties, as of the First Amendment Effective Date and such other date as required pursuant to this Agreement and the other Loan Documents, as follows:

(a)Organization, Good Standing, Etc.  The Borrower and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, (ii) has all requisite entity power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

(b)Authorization, Etc.  The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law (including any and all Gaming Laws) or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval (including any and all Gaming Licenses) applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) or (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

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(c)Governmental Approvals.  No authorization, approval, consent or other action by, and no notice to or filing or registration with, any Governmental Authority (including any Gaming Authority) is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party except for: (i) authorizations, approvals or consents of, and notices to or filings or registrations with any Governmental Authority previously obtained, made, received or issued, (ii) filings and recordings in respect of the Liens created pursuant to the Loan Documents, (iii) the filings referred to in Section 6.01(ee), (iv) waiver by the Gaming Authorities of any qualification requirement on the part of the Lenders who do not otherwise qualify and are not banks or licensed lending institutions, (v) consents, authorizations and filings that have been obtained or made and are in full force and effect or the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (vi) any required approvals (including prior approvals) of the requisite Gaming Authorities that any Agent, Lender or participant is required to obtain from, or any required filings with, requisite Gaming Authorities to exercise their respective rights and remedies under this Agreement and the other Loan Documents (as set forth in Section 12.24) and (vii) such authorizations, approvals, consents or other actions as are set forth on Schedule 6.01(c).

(d)Enforceability of Loan Documents.  This Agreement is, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(e)Subsidiaries.  Schedule 6.01(e) sets forth, as of the First Amendment Effective Date, a list of all direct and indirect Subsidiaries of the Borrower, including each such Subsidiary’s exact legal name (as reflected in such Subsidiary’s certificate or articles of incorporation or other constitutive documents) and jurisdiction of incorporation or formation and the percentage ownership interest of the Borrower (direct or indirect) therein, and whether each such Subsidiary is an Unrestricted Subsidiary.  All of the issued and outstanding shares of Equity Interests of the direct and indirect Subsidiaries of the Borrower have been validly issued and are fully paid and non-assessable, and, except as set forth on Schedule 6.01(e), the holders thereof are not entitled to any preemptive, first refusal or other similar rights.  All Equity Interests of the Subsidiaries of the Borrower are owned by the Borrower (or a wholly owned Subsidiary of the Borrower) free and clear of all Liens (other than Permitted Liens).  Except as described on Schedule 6.01(e), as of the First Amendment Effective Date, there are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower or any of its Subsidiaries, or other obligations of the Borrower or any of its Subsidiaries to issue, directly or indirectly, any shares of Equity Interests of the Borrower or any of its Subsidiaries.

(f)Litigation.  Except as set forth in Schedule 6.01(f), there is no pending or, to the best knowledge of any Loan Party, threatened action, suit or proceeding affecting the Borrower or any of its Restricted Subsidiaries or its properties before any court or other Governmental

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Authority or any arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) relates to this Agreement or any other Loan Document or any transaction contemplated hereby or thereby.

(g)First Amendment Financial Statements.  The First Amendment Financial Statements, copies of which have been delivered to the Administrative Agent and each Lender, fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP.  All material indebtedness and other liabilities (including, without limitation, Indebtedness, liabilities for taxes, long-term leases and other unusual forward or long-term commitments), direct or contingent, of the Borrower and its Subsidiaries are set forth in the First Amendment Financial Statements as of the dates thereof.  Since December 31, 20192020, no event or development has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

(h)Compliance with Law, Etc.  None of the Borrower or any of its Restricted Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, (including Gaming Laws) except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, or (iii) any term of any Contractual Obligation binding on or otherwise affecting it or any of its properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

(i)ERISA.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Employee Plan is in substantial compliance with ERISA and the Internal Revenue Code, (ii) no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii) the most recent annual report (Form 5500 Series) with respect to each Employee Plan, including any required Schedule B (Actuarial Information) thereto, copies of which have been filed with the Internal Revenue Service and delivered to the Administrative Agent, is complete and correct and fairly presents the funding status of such Employee Plan, and since the date of such report there has been no material adverse change in such funding status, (iv) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Employee Plan have been delivered to the Administrative Agent, (v) no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Internal Revenue Code at any time during the previous 60 months, and (vi) no Lien imposed under the Internal Revenue Code or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the Internal Revenue Code.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, none of the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or is aware of any facts indicating that the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates may in the future incur any such withdrawal liability.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, none of the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates nor any fiduciary of any Employee Plan has

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(i) engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code, (ii) failed to pay any required installment or other payment required under Section 412 of the Internal Revenue Code on or before the due date for such required installment or payment, (iii) engaged in a transaction within the meaning of Section 4069 of ERISA or (iv) incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there are no pending or, to the best knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (i) any Employee Plan or its assets, (ii) any fiduciary with respect to any Employee Plan, or (iii) the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates with respect to any Employee Plan.  Except as required by Section 4980B of the Internal Revenue Code, none of the Borrower or any of its Restricted Subsidiaries maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its Restricted Subsidiaries or coverage after a participant’s termination of employment.

(j)Taxes, Etc.  (i) All material Federal and material foreign, provincial, state and local tax returns and other material reports required by applicable Requirements of Law to be filed by the Borrower or any of its Restricted Subsidiaries have been filed, or extensions have been obtained, and (ii) all material Federal and other material taxes, assessments and other governmental charges imposed upon the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries which have become due and payable on or prior to the date hereofEffective Date have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof on the First Amendment Financial Statements in accordance with GAAP.

(k)Regulations T, U and X.  None of the Borrower or any of its Restricted Subsidiaries is or will be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Revolving Loan or Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U and X.

(l)[Reserved].

(m)[Reserved].

(n)Permits, Etc.  The Borrower and each of its Restricted Subsidiaries has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations (including Gaming Licenses) required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person, except to the extent the failure to have or be in compliance therewith would not reasonably be expected to have a Material Adverse Effect.  No condition exists or

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event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation (including any Gaming License), and there is no claim that any thereof is not in full force and effect, except to the extent that would not reasonably be expected to have a Material Adverse Effect.  All permits, licenses, authorizations, approvals, entitlements and accreditations (including Gaming Licenses) are in full force and effect except where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any of its Restricted Subsidiaries has received written notice that any Gaming Authority has commenced proceedings to suspend, revoke or not renew any such permits, licenses, authorizations, approvals, entitlements and accreditations (including Gaming Licenses) where such suspensions, revocations or failure to renew, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(o)Properties.  The Borrower and each of its Restricted Subsidiaries has good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets material to its business, free and clear of all Liens, except Permitted Liens.  All such properties and assets are in good working order and condition, ordinary wear and tear excepted.  All real property leased, subleased, licensed or otherwise occupied (other than in fee) by the Borrower and each Restricted Subsidiary as of the First Amendment Effective Date, and the name of the lessor, sublessor, licensor or other counterparty thereto of such real property, is set forth in Schedule 6.01(o).  As of the First Amendment Effective Date, the leases, subleases, licenses and other occupancy agreements of the Borrower and each Restricted Subsidiary that are material to its business are valid, enforceable and in full force and effect.  As of the First Amendment Effective Date, none of the Borrower or any Restricted Subsidiary has made any pledge, mortgage, assignment or sublease of any of its rights under such instruments except pursuant to the Loan Documents and except for Permitted Liens and Permitted Dispositions and, there is no default or condition which, with the passage of time or the giving of notice, or both, could constitute a default on the part of the Borrower and its Restricted Subsidiaries or, to the knowledge of the Borrower and its Restricted Subsidiaries, the counterparties thereto, except as could not reasonably be expected to result in a Material Adverse Effect.  The Borrower and its Restricted Subsidiaries have paid all rents and other charges due and payable under such leases, subleases, licenses or other occupancy agreements, except as could not reasonably be expected to result in a Material Adverse Effect.  As of the First Amendment Effective Date, none of the Borrower or any of its Restricted Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or any other contractual right to purchase, acquire, sell, assign or dispose of any real property owned or leased, subleased, licensed or otherwise occupied by it, except as described on Schedule 6.01(o) hereof.

(p)Employee and Labor Matters.  There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened in writing against the Borrower or any of its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against the Borrower or any of its Restricted Subsidiaries which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Borrower or any of its Restricted Subsidiaries or (iii) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of the

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Borrower or any of its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of the Borrower or any of its Restricted Subsidiaries, except, in the case of subclauses (i), (ii) and (iii), that could not reasonably be expected to have a Material Adverse Effect.  None of the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied except as would not reasonably be expected to have a Material Adverse Effect.  The hours worked and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  All payments due from the Borrower and its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower and its Restricted Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q)Environmental Matters.  Except as set forth on Schedule 6.01(q), (i) the operations of the Borrower or each of its Restricted Subsidiaries are in compliance with all Environmental Laws except to the extent that failure to comply could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by the Borrower or any of its Restricted Subsidiaries or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by the Borrower or any of its Restricted Subsidiaries or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against the Borrower or any of its Restricted Subsidiaries or any predecessor in interest nor does the Borrower or any of its Restricted Subsidiaries have knowledge or notice of any threatened or pending Environmental Action against the Borrower or any of its Restricted Subsidiaries or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by the Borrower or any of its Restricted Subsidiaries or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or formerly owned or operated by the Borrower or any of its Restricted Subsidiaries has been used as a treatment or disposal site for any Hazardous Material except to the extent that such use could not reasonably be expected to have a Material Adverse Effect; (vi) none of the Borrower or any of its Restricted Subsidiaries has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) the Borrower and each of its Restricted Subsidiaries holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which the Borrower’s or any of its Restricted Subsidiaries’ failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) none of the Borrower or any of its Restricted Subsidiaries has received any notification pursuant to any Environmental Laws that (A) any work, repairs, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to

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limitations or conditions, revoked, withdrawn or terminated, in the case of clauses (A) and (B), except as could not reasonably be expected to have a Material Adverse Effect.

(r)Insurance.  The Borrower and each of its Restricted Subsidiaries maintains the insurance and required services and financial assurance as required by law and as required by Section 7.01(h).  Schedule 6.01(r) sets forth a true, complete and correct list of all insurance maintained by the Borrower and each of its Restricted Subsidiaries on the First Amendment Effective Date.

(s)Use of Proceeds.  The proceeds of the Revolving Loans may be used to fund general working capital and other corporate purposes of the Borrower and its Restricted Subsidiaries (other than Cripple Creek Expansion Project Costs).  The Letters of Credit will be used for general working capital and other corporate purposes of the Borrower and its Restricted Subsidiaries (other than Cripple Creek Expansion Project Costs).

(t)Solvency.  After giving effect to the transactions contemplated by this Agreement and before and after giving effect to the Revolving Loans made, and the Letters of Credit issued, the Borrower and its Restricted Subsidiaries on a consolidated basis are Solvent.  No transfer of property is being made by the Borrower or any of its Restricted Subsidiaries and no obligation is being incurred by the Borrower or any of its Restricted Subsidiaries in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Borrower or any of its Restricted Subsidiaries.

(u)Intellectual Property.  Except as set forth on Schedule 6.01(u), the Borrower and each of its Restricted Subsidiaries owns or licenses or otherwise has the right to use all Intellectual Property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such rights, infringements and conflicts which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  To the knowledge of each Loan Party, no trademark or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Restricted Subsidiaries infringes upon or conflicts with any rights owned, to the knowledge of any Loan Party, by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened, except for such infringements and conflicts, claims or litigation which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  To the knowledge of each Loan Party, no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code pertaining to Intellectual Property is pending or proposed, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(v)[Reserved].

(w)Investment Company Act.  None of the Borrower or its Restricted Subsidiaries is (i) an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) subject to regulation under any Requirement of Law

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that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable.

(x)Anti-Money Laundering and Anti-Terrorism Laws.

(i)None of the Borrower or its Restricted Subsidiaries, nor, to the knowledge of the Loan Parties, any Affiliate of any of the Borrower or any of its Restricted Subsidiaries, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws.

(ii)None of the Borrower or its Restricted Subsidiaries, nor, to the knowledge of the Loan Parties, any Affiliate of any of the Borrower or its Restricted Subsidiaries, nor, to the knowledge of the Loan Parties, any officer, director or principal shareholder or owner of the Borrower or any of its Restricted Subsidiaries is a Blocked Person.

(iii)None of the Borrower or any of its Restricted Subsidiaries (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any OFAC Sanctions Programs.

(y)Anti-Bribery and Anti-Corruption Laws.  The Borrower and its Restricted Subsidiaries are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”).

(i)None of the Borrower or any of its Restricted Subsidiaries has at any time:

(A)offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or

(B)acted or attempted to act in any manner which would subject any of the Borrower or any of its Restricted Subsidiaries to liability under any Anti-Corruption Law.

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(ii)There are, and have been, no investigations with regard to a potential violation of any Anti-Corruption Law by the Borrower or any of its Restricted Subsidiaries or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf.

(iii)The Borrower and its Restricted Subsidiaries have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

(z)Full Disclosure.

(i)None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any of its Restricted Subsidiaries to the Administrative Agent and Lenders (other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not materially misleading.

(ii)Projections delivered pursuant to Section 7.01(a)(iv) have been prepared on a reasonable basis and in good faith based on assumptions, estimates, methods and tests that are believed by the Loan Parties to be reasonable at the time such projections were prepared and information believed by the Loan Parties to have been accurate based upon the information available to the Loan Parties at the time such projections were furnished to the Lenders, and the Loan Parties are not aware of any facts or information that would lead it to believe that such projections, as updated from time to time pursuant to Section 7.01(a)(iv), are incorrect or misleading in any material respect; it being understood that (1) projections are as to future events and are not to be viewed as facts and are, by their nature, subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control, (2) actual results may differ materially from the projections and such variations may be material and no assurances can be given as to any particular projections being realized, and (3) the projections are not a guarantee of performance.

(aa)Flood Hazard Property.  No Mortgaged Property is a Flood Hazard Property unless the Administrative Agent shall have received the following:  (a) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that such Mortgaged Property is a Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (b) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Collateral Trustee as lenders loss payee on behalf of the Secured Parties.

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(bb)No Default.  No Default or Event of Default has occurred and is continuing.

(cc)Beneficial Ownership Certification.  As of the First Amendment Effective Date, the information included in the Beneficial Ownership Certification (if any) delivered on or prior to the First Amendment Effective Date is true and correct in all respects.

(dd)Obligations Constitute Senior Debt.  The Obligations (including, without limitation, the obligations of each Guarantor under the Guaranty) constitute senior secured indebtedness of the Loan Parties that is not subordinated to any other Indebtedness and is permitted indebtedness under the Senior Secured Notes Indenture.

(ee)Collateral; Perfection Matters.  Subject to Section 7.01(t) and applicable Gaming Laws, the provisions of this Agreement, the Security Agreement and the other Loan Documents are and will be effective to create in favor of the Collateral Trustee, for its benefit and the benefit of the Secured Parties, a valid and enforceable security interest in and Lien upon the Collateral purported to be pledged, charged, mortgaged or assigned by it thereunder and described therein, subject, in the case of enforceability, to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing, and upon the making of such filings and the taking of such other actions required to be taken hereby or by the applicable Loan Documents (including (a) the filing of appropriate UCC financing statements and continuations thereof in the jurisdictions specified therein, (b) with respect to United States copyright registrations, United States patents and pending patent applications, and United States federal trademark registrations and trademark applications, in each case, the recordation of the appropriate intellectual property security agreements in the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable, (c) the proper recordation of Mortgages and fixture filings with respect to real property other than property that is not required to be subject to a Mortgage hereunder, (d) the filing and recordation of Ship Mortgages in the National Vessel Documentation Center of the United States Coast Guard with respect to each Mortgaged Vessel, (e) the delivery to the Collateral Trustee of any certificates evidencing the certificated securities required to be delivered pursuant to the applicable Loan Documents, duly endorsed or accompanied by duly executed stock powers (where applicable), (f) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights (each as defined in the UCC), the taking of such actions, and (g) the Collateral Trustee have possession of all Documents, Chattel Paper, Instruments (each as defined in the UCC) and cash constituting Collateral), such security interest and Lien shall constitute a fully perfected first priority Lien (or, with respect to any Mortgaged Vessel, a valid preferred mortgage lien on such Mortgaged Vessel with the priority provided by the Ship Mortgage Act, Chapter 313 of Title 46 of the United States Code) upon such right, title and interest of the Loan Parties, in and to such Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents), to the extent that such security interest and Lien can be perfected by such filings, actions, giving of notice and possession, subject only to Permitted Liens.

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ARTICLE VII
COVENANTS OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES

Section 7.01Affirmative Covenants.  Until the Obligations are repaid in full in cash (other than Contingent Indemnity Obligations and excluding Letter of Credit Obligations to the extent Letter of Credit Collateralization has occurred), each Loan Party shall (and shall cause its Restricted Subsidiaries to observe and perform the covenants herein set forth applicable to such Restricted Subsidiaries):

(a)Reporting Requirements.  Furnish to the Administrative Agent for distribution by the Administrative Agent to the Lenders:

(i)within forty-five (45) days after the end of each of the first three fiscal quarters of each Fiscal Year of the Borrower and its Subsidiaries commencing with the fiscal quarter of the Borrower and its Subsidiaries ending on March 31, 2021, unaudited consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year and (B) the projections delivered pursuant to Section 7.01(a)(iv), all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter and for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders, subject to the absence of footnotes and normal year-end adjustments;

(ii)within ninety (90) days after the end of each Fiscal Year of the Borrower and its Subsidiaries (beginning with the Fiscal Year ended on December 31, 2020), audited consolidated balance sheet and the related audited consolidated statements of operations, retained earnings and cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year, and (B) the projections delivered pursuant to Section 7.01(a)(iv), all in reasonable detail and prepared in accordance with GAAP, and which consolidated statements shall be accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of any nationally recognized independent public accounting firm or other independent certified public accountants of recognized standing selected by the Borrower and, in the case of such other firm, reasonably satisfactory to the Administrative Agent (which opinion shall be without (1) a “going concern” or like qualification or exception (other than with respect to or resulting from (x) any potential inability to satisfy any financial covenant set forth in Section 7.03 with respect to a future date or in a future period ended within the fiscal year immediately succeeding the fiscal year with respect to which the audit is delivered and (y) the impending maturity of the

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Revolving Loans and the termination of the Commitments hereunder, in each case, solely in the case of the audit delivered with respect to the fiscal year immediately prior to the fiscal year during which the applicable maturity and termination is scheduled hereunder), (2) any qualification or exception as to the scope of such audit, together with a written statement of such accountants to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03);

(iii)simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 7.01(a), a certificate of an Authorized Officer of the Borrower (a “Compliance Certificate”):

(A)stating that such Authorized Officer has no knowledge of, the occurrence and continuance during such period of an Event of Default or Default or, if an Event of Default or Default had occurred and continued or is continuing, describing the nature and period of existence thereof and the action which the Borrower and its Restricted Subsidiaries propose to take or have taken with respect thereto,

(B)(1) attaching a schedule showing in reasonable detail the calculation of (i) commencing with the fiscal quarter ending June 30, 2021, the financial covenant specified in Section 7.03(a) and (ii) with respect to each Compliance Certificate delivered in respect of the fiscal quarters ending on March 31, 2021 and June 30, 2021, the financial covenant specified in Section 7.03(b) as of the last day of such fiscal quarter, and (2) including a discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the financial projections for such period and the figures for the corresponding period in the previous Fiscal Year;

(iv)not later than the date that is ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending on December 31, 2021, a certificate of an Authorized Officer of the Borrower (A) attaching projected quarterly balance sheets, income statements and statements of cash flows of the Borrower and its Subsidiaries for the Borrower and its Subsidiaries, prepared on a quarterly basis and otherwise either substantially consistent with the format of the previous financial projections delivered pursuant hereto or in form and substance reasonably satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries and (B) certifying that the representations and warranties set forth in Section 6.01(z)(ii) are true and correct in all material respects with respect to the financial projections delivered to the Administrative Agent pursuant to clause (A) of this Section 7.01(a)(iv), subject to the limitations on such representations and warranties as to projections set out in Section 6.01(z)(ii);

(v)promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any

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material investigation of Borrower or any of its Restricted Subsidiaries other than routine inquiries by such Governmental Authority;

(vi)as soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default or Default or the occurrence of any event or development that would reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development that would reasonably be expected to have a Material Adverse Effect and the action proposed to be taken with respect thereto;

(vii)to the extent any of the following would reasonably be expected to result in a liability of the Borrower or any of its Restricted Subsidiaries in excess of $5,000,000 in the aggregate (A) as soon as possible and in any event within ten (10) days after the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates proposes to take with respect thereto, (B) promptly and in any event within ten (10) days after receipt thereof by the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates from the PBGC, copies of each notice received by the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within ten (10) days after the filing thereof with the Internal Revenue Service if requested by the Administrative Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within ten (10) days after the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within three (3) days after receipt thereof by the Borrower or any of its Restricted Subsidiaries or the Borrower or any of its Restricted Subsidiaries has knowledge of such receipt by any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may be in critical and declining status within the meaning of Section 305 of ERISA, and (F) promptly and in any event within ten (10) days after the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates sends notice of a plant closing or

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mass layoff (as defined in WARN) to employees, copies of each such notice sent by the Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates;

(viii)promptly after the commencement thereof but in any event not later than five (5) Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, the Borrower or any Restricted Subsidiary, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, could reasonably be expected to have a Material Adverse Effect;

(ix)promptly, and in any event within five (5) Business Days after receipt by any officer of the Borrower or any Restricted Subsidiary of any written notice or communication of any Gaming Authority that states, with respect to any issued Gaming License, that such Gaming Authority is considering revoking or modifying such Gaming License (in whole or in part) in any respect materially adverse to the Lenders, written notice thereof;

(x)promptly and in any event within five (5) Business Days after execution, receipt or delivery thereof, copies of any notices that any Loan Party delivers to or receives from the Collateral Trustee under the Loan Documents;

(xi)concurrently with the delivery thereof to the Collateral Trustee, copies of any Joinder Agreement or any Security Agreement Supplement (each as defined in the Security Agreement);

(xii)promptly after (1) the sending or filing thereof, copies of all material statements or reports and other material information the Borrower or any Restricted Subsidiary delivers pursuant to the Senior Secured Notes Indenture and (2) the receipt thereof, a copy of any material notice received pursuant to the Senior Secured Notes Indenture;

(xiii)simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 7.01(a), if, as a result of any change in accounting principles and policies from those used in the preparation of the Financial Statements, the consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to clauses (i) and (ii) of this Section 7.01(a) will differ from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to the Administrative Agent; and

(xiv)promptly after a reasonable request, such other information concerning the condition or operations, financial or otherwise, of the Borrower or any Restricted Subsidiary (including, for the avoidance of doubt, information concerning compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the

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Beneficial Ownership Regulation (including a Beneficial Ownership Certification) or other applicable anti-money laundering laws) as the Administrative Agent may from time to time may reasonably request.

Notwithstanding the foregoing, the obligations in Sections 7.01(a)(i) and (ii) may be satisfied with respect to any financial statements of the Borrower and its consolidated Subsidiaries by furnishing to the Administrative Agent (A) the applicable financial statements of the Borrower or (B) the Borrower Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, to the extent such statements are in lieu of statements required to be provided under Section 7.01(a)(ii), such statements shall be accompanied by a report of an independent certified public accountants of nationally recognized standing satisfying the applicable requirements set forth in Section 7.01(a)(ii).

(b)Additional Guarantors and Collateral Security.  Subject to compliance with applicable Gaming Laws, cause:

(i)each Subsidiary of any Loan Party that is not a Guarantor on the Effective Date (other than any Inactive Subsidiary to the extent such Subsidiary continues to own no assets and have no business operations and generate no revenue, a CFC, FSHCO or an Unrestricted Subsidiary) to execute and deliver to the Administrative Agent and the Collateral Trustee, as applicable, promptly and in any event within thirty (30) days (sixty (60) days in the case of the matters set forth in clauses (D) and (E) below with respect to any Mortgage or any Ship Mortgage, as applicable) (or in each case such longer time as the Administrative Agent may agree) after the formation, acquisition or change in status (including any Revocation that results in an Unrestricted Subsidiary becoming a Restricted Subsidiary) thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a Joinder Agreement and a Security Agreement Supplement (each as defined in the Security Agreement) in accordance with Section 5.3 of the Security Agreement, together with (1) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Security Agreement (if such Equity Interests are certificated), (2) undated stock powers for such certificated Equity Interests executed in blank, (3) such other security documents (including intellectual property security agreements) as the Administrative Agent may request, together with appropriate UCC financing statements, all in form and substance satisfactory to the Administrative Agent, (4) a joinder to the Intercompany Subordination Agreement and (5) such opinions of counsel with respect to such Subsidiary as the Administrative Agent may reasonably request (which opinions shall not be of greater scope than the opinions delivered as of the Effective Date), (C) a Collateral Trust Joinder (as defined in the Collateral Trust Agreement) in accordance with Section 7.19 of the Collateral Trust Agreement, (D) to the extent required under the terms of Section 7.01(m), one or more Mortgages creating a perfected, first priority Lien (subject only to Permitted Liens) on the fee or leasehold interest in the real property of such Subsidiary that constitutes a Gaming Facility, and such other Real Property Deliverables as may reasonably be required by the Administrative Agent with respect to each such real property, (E) to the extent required under the terms of Section 7.01(n), one or more Ship Mortgages creating a first

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“preferred mortgage” within the meaning of the Ship Mortgage Act that will qualify for the benefits accorded a “preferred mortgage” thereunder on any Vessel of such Subsidiary, and such other deliverables as may reasonably be required by the Administrative Agent with respect to each such Vessel, (F) such other agreements, instruments, approvals or other documents reasonably requested by the Administrative Agent in order to, subject to Permitted Liens, create, perfect, establish the first priority or preferred status of or otherwise protect any Lien purported to be covered by any such Security Agreement, Mortgage or Ship Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary contemplated by the Security Agreement, such Mortgage or such Ship Mortgage shall become Collateral for the Obligations;

(ii)each owner of the Equity Interests of any such Subsidiary (other than any Inactive Subsidiary to the extent such Subsidiary continues to own no assets and have no business operations and generate no revenue or the Equity Interests of such Subsidiary constitute “Excluded Assets” (as defined in the Security Agreement)) to execute and deliver promptly and in any event within ten (10) Business Days (or such longer time as the Administrative Agent may agree) after the formation, acquisition or change in status of such Subsidiary a “Security Agreement Supplement” (as defined in the Security Agreement), together with (A) certificates evidencing all of the Equity Interests of such Subsidiary that are certificated and required to be pledged under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Administrative Agent may reasonably request (which opinions shall not be of greater scope than the opinions delivered as of the Effective Date) and (D) such other conforming agreements, instruments, approvals or other documents reasonably requested by the Administrative Agent; and

(iii)each Guarantor shall, upon the reasonable request of the Administrative Agent or the Collateral Trustee, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the UCC or any other Requirement of Law which are necessary or advisable to maintain in favor of the Collateral Trustee, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Requirements of Law.

(c)Compliance with Laws; Payment of Taxes.

(i)Comply, and cause each of its Restricted Subsidiaries to comply with all Requirements of Law (including, without limitation, all Environmental Laws and all Gaming Laws), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

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(ii)Pay, and cause each of its Restricted Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all material federal and other material taxes, assessments and other governmental charges imposed upon the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

(d)Preservation of Existence, Etc.  Except as expressly permitted by Section 7.02(c), maintain and preserve, and cause each of its Restricted Subsidiaries (other than an Inactive Subsidiary) to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Restricted Subsidiaries (other than an Inactive Subsidiary) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except to the extent that the failure to maintain and preserve such rights and privileges to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(e)Keeping of Records and Books of Account.  Keep, and cause each of its Restricted Subsidiaries to keep, adequate records and books of account, with complete entries made to permit the preparation of financial statements in accordance with GAAP.

(f)Inspection Rights.  Subject to any applicable Gaming Laws restricting such actions, permit, and cause each of its Restricted Subsidiaries to permit, promptly upon request, the agents and representatives of any Agent at any time and from time to time upon reasonable prior notice during normal business hours, at the expense of the Borrower (subject to the limitations in Section 2.06(b)), to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits and valuations or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives.  In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Restricted Subsidiaries, to discuss the affairs, finances and accounts of such Person (provided that the Borrower or the Restricted Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants) with the Agents and representatives of any Agent in accordance with this Section 7.01(f).  Notwithstanding anything to the contrary in this Section 7.01(f) neither Borrower nor its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (1) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law (including any applicable Gaming Law) or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (2) that is subject to attorney client or similar privilege or constitutes attorney work product, (3) in respect of which Borrower or its Subsidiaries owes confidentiality obligations to any third party not entered into in contemplation avoiding such inspection and disclosure or (4) that constitutes non-financial trade

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secrets or non-financial proprietary information of Borrower or any Subsidiary thereof and/or any customers and/or suppliers of the foregoing.

(g)Maintenance of Properties, Etc.  Maintain and preserve, and cause each of its Restricted Subsidiaries to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted, and comply, and cause each of its Restricted Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder, except to the extent the failure to so maintain and preserve or so comply could not reasonably be expected to have a Material Adverse Effect.

(h)Maintenance of Insurance.  Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.  All policies covering the Collateral are to be made payable to the Collateral Trustee for the benefit of the Secured Parties, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Administrative Agent may reasonably require to fully protect the Secured Parties’ interest in the Collateral and to any payments to be made under such policies.  All certificates of insurance are to be delivered to the Collateral Trustee and the Administrative Agent, with the lenders loss payee endorsement in favor of the Collateral Trustee and the additional insured endorsement in favor of the Collateral Trustee and the Administrative Agent, and shall provide for not less than thirty (30) days’ (ten (10) days’ in the case of non-payment) prior written notice to the Collateral Trustee and the Administrative Agent of the exercise of any right of cancellation.  If the Borrower or any of its Restricted Subsidiaries fails to maintain such insurance, the Collateral Trustee or the Administrative Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Trustee’s or the Administrative Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims; provided, that, in the absence of an Event of Default, the Collateral Trustee or the Administrative Agent shall provide the Borrower with prior written notice before arranging for any such insurance.  Upon the occurrence and during the continuance of an Event of Default, at the election of the Collateral Trustee or the Administrative Agent in their respective sole discretion, the Collateral Trustee shall have the sole right, in the name of the Secured Parties, the Borrower and its Restricted Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

(i)Obtaining of Permits, Etc.  Obtain, maintain and preserve, and cause each of its Restricted Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely

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renew, all permits, licenses, authorizations, approvals, entitlements and accreditations (including any Gaming Licenses) that are necessary or useful in the proper conduct of its business, in each case, except to the extent the failure to obtain, maintain, preserve or take such action could not reasonably be expected to have a Material Adverse Effect.

(j)Environmental.  (i) Keep any property either owned or operated by it or any of its Restricted Subsidiaries free of any Environmental Liens except where such Environmental Lien is a Permitted Lien or could not reasonably be expected to have a Material Adverse Effect; (ii) comply, and cause each of its Restricted Subsidiaries to comply, with all Environmental Laws and provide to the Collateral Trustee and the Administrative Agent any documentation of such compliance which the Collateral Trustee or the Administrative Agent may reasonably request, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; (iii) provide the Agents written notice within ten (10) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Restricted Subsidiaries and take any Remedial Actions required to abate said Release, except for such Releases which could not reasonably be expected to have a Material Adverse Effect; and (iv) provide the Agents with written notice within ten (10) days of the receipt of any of the following:  (A) notice that an Environmental Lien has been filed against any property of the Borrower or any of its Restricted Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against the Borrower or any of its Restricted Subsidiaries; and (C) notice of a violation, citation or other administrative order from any Governmental Authority which could reasonably be expected to have a Material Adverse Effect.

(k)Fiscal Year.  Cause the Fiscal Year of the Borrower and its Restricted Subsidiaries to end on December 31st of each calendar year unless the Administrative Agent consents to a change in such Fiscal Year (and appropriate related changes to this Agreement).

(l)[Reserved].

(m)After Acquired Real Property.  Subject to compliance with applicable Gaming Laws, upon the acquisition or lease by it or any of its Restricted Subsidiaries after the date hereofEffective Date of any fee or leasehold interest in any real property (wherever located and including both developed and undeveloped real property) within fifteen (15) Business Days so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property.  The Administrative Agent shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to such real property; provided that in connection with such determination the Administrative Agent shall consider whether the burden or cost of securing such real property outweighs the benefit of such security to the Administrative Agent and the Secured Parties; provided further that a Mortgage may only be requested for any fee or leasehold interest in any real property with a Fair Market Value in excess of $5,000,000 individually or $10,000,000 in the aggregate with all other real property acquired after the Effective Date.  Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Person that has acquired such real property shall furnish the same to the Collateral Trustee within sixty (60) days of such request (or such later period of

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time as agreed to by the Administrative Agent in its sole discretion).  The Borrower shall pay all fees and expenses, including reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(m).

(n)After Acquired Vessels.  Subject to compliance with applicable Gaming Laws, upon the acquisition by it or any of its Restricted Subsidiaries after the date hereofEffective Date of any Vessel (other than leasehold interests in any Vessel) within fifteen (15) Business Days so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the Vessel and either an appraisal or such Loan Party’s good-faith estimate of the current value of such Vessel.  The Administrative Agent shall notify such Loan Party whether it intends to require a Ship Mortgage (and any other Vessel Deliverables) with respect to such Vessel; provided that (i) no Ship Mortgage shall be required with respect to any Vessel with a fair market value of less than $1,000,000 and (ii) in connection with such determination the Administrative Agent shall consider whether the burden or cost of securing such Vessel outweighs the benefit of such security to the Administrative Agent and the Secured Parties.  Upon receipt of such notice requesting a Ship Mortgage (and all other Vessel Deliverables), the Person that has acquired such Vessel shall furnish the same to the Collateral Trustee within sixty (60) days of such request (or such later period of time as agreed to by the Administrative Agent in its sole discretion).  The Borrower shall pay all fees and expenses, including reasonable attorneys’ fees and expenses, and all insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(n).

(o)Anti-Bribery and Anti-Corruption Laws.  Maintain, and cause each of its Restricted Subsidiaries to maintain, anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

(p)Lender Calls; Annual Meetings.  At the request of the Required Lenders, participate, and cause each of its Restricted Subsidiaries to participate, in quarterly conference calls with the Administrative Agent and the Lenders, such calls to be held at such times as may be agreed to by the Borrower and the Administrative Agent, but in any event not later than the date which is ten (10) Business Days after the financial statements are to be delivered pursuant to Section 7.01 (if so requested).

(q)Use of Proceeds.  The Borrower shall use the proceeds of the Revolving Loans and the Letters of Credit only for the purposes set forth in Section 6.01(s).

(r)Limitation on Designations of Unrestricted Subsidiaries.

(i)The Borrower may, on or after the Effective Date, designate any Subsidiary of the Borrower (other than any Subsidiary that (i) owns, leases or operates any portion (other than de minimis assets) of a Core Property or (ii) that owns any Intellectual Property that is material to the business of the Borrower and its Restricted Subsidiaries (taken as a whole)), as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) only if:

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(A)no Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation;

(B)the Borrower would be permitted under this Agreement to make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the fair market value of the assets of such Subsidiary (net of any liabilities of such Subsidiary that will not constitute liabilities of any Loan Party or Restricted Subsidiary after such Designation) owned by the Borrower and/or any of the Restricted Subsidiaries on such date;

(C)after giving effect to such Designation, other than in the case of a newly-formed Subsidiary that has no assets (other than immaterial assets), the Borrower shall be in compliance with the financial covenants set forth in Section 7.03 (regardless of whether then applicable) on a pro forma basis as of the last day of the most recently ended fiscal quarter;

(D)such Subsidiary shall also have been designated as an “Unrestricted Subsidiary” under the Senior Secured Notes; and

(E)prior to the Cripple Creek Expansion Opening Date, such Subsidiary has not entered into any business or transaction other than the development, construction, ownership and operation of the Waukegan Project.

Upon any such Designation after the Effective Date, the Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment in such Unrestricted Subsidiary in an amount equal to the Designation Amount.  In addition to the foregoing and notwithstanding anything to the contrary contained herein, (i) in no event shall the Borrower or any of its Restricted Subsidiaries at any time sell or otherwise transfer to any Unrestricted Subsidiary any Intellectual Property that is material to the business of the Borrower and its Restricted Subsidiaries (taken as a whole) and (ii) at no time shall any Unrestricted Subsidiary hold any Equity Interests of the Borrower or any of its Subsidiaries that are Restricted Subsidiaries.

(ii)The Borrower may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if:

(A)all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if incurred at the time of such Revocation, have been permitted to be incurred for all purposes of this Agreement;

(B)any designation of such Subsidiary as an “Unrestricted Subsidiary” shall have been revoked under the Senior Secured Notes; and

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(C)such Revocation would not cause or result in a Default or an Event of Default.

(iii)All Designations and Revocations occurring after the Effective Date must be evidenced by an officer’s certificate of the Borrower delivered to the Administrative Agent with the Authorized Officer so executing such certificate certifying compliance with the foregoing provisions of Section 7.01(r)(i) (in the case of any such Designations) and of Section 7.01(r)(ii) (in the case of any such Revocations).

(iv)If Borrower designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 7.01(r)(i), the Obligations of such Guarantor under the Loan Documents shall terminate and be of no further force and effect and, subject to the terms of the Collateral Trust Agreement and at the Borrower’s request, the Administrative Agent will execute and deliver to the Collateral Trustee any instrument evidencing such termination and direct the Collateral Trustee shall take all actions appropriate and in accordance with the Collateral Trust Agreement in order to effect such termination and release of such Liens and without recourse or warranty by the Administrative Agent or the Collateral Trustee (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release).  Any such foregoing actions taken by the Administrative Agent and/or Collateral Trustee shall be at the sole cost and expense of the Borrower.

(s)Further Assurances.  Take such action and execute, acknowledge and deliver, and cause each of its Restricted Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as any Agent may reasonably require from time to time in order (i) to subject to valid and perfected first priority Liens (or, with respect to any Mortgaged Vessel, a valid preferred mortgage lien on such Mortgaged Vessel with the priority provided by the Ship Mortgage Act, Chapter 313 of Title 46 of the United States Code) (subject to Permitted Liens) any of the Collateral or any other property of any Loan Party and its Restricted Subsidiaries, and (ii) to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby.  In furtherance of the foregoing, to the maximum extent permitted by applicable law, each Loan Party (i) authorizes (but does not obligate) each Agent to execute any such agreements, instruments or other documents in such Loan Party’s name and to file such agreements, instruments or other documents in any appropriate filing office, (ii) authorizes (but does not obligate) each Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Loan Party, and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Loan Party prior to the date hereofEffective Date.

(t)Post-Closing Covenant(s).  Execute and deliver the documents and complete the tasks set forth on Schedule 7.01(t), in each case within the time limits specified on such

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schedule (or such later period of time as agreed to by the Administrative Agent in its sole discretion).

Section 7.02Negative Covenants.  Until the Obligations are repaid in full in cash (other than Contingent Indemnity Obligations and excluding Letter of Credit Obligations to the extent Letter of Credit Collateralization has occurred), each Loan Party shall not (and shall cause its Restricted Subsidiaries to observe and perform the covenants herein set forth applicable to such Restricted Subsidiaries):

(a)Liens.  Directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, or on any proceeds, income or profits therefrom, or assign or convey any right to receive income therefrom, except Permitted Liens.

(b)Indebtedness.  Directly or indirectly create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) or permit any Restricted Subsidiary to issue any Preferred Stock; provided, however, that the Borrower may incur Indebtedness and any Guarantor may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i)the incurrence by the Borrower and its Restricted Subsidiaries of the Obligations, including (x) Indebtedness represented by this Agreement, and the Revolving Loans and Guaranties and (y) each of their obligations arising under the Loan Documents to the extent such obligations constitute Indebtedness;

(ii)the incurrence by the Borrower and its Restricted Subsidiaries of Indebtedness with respect to the Senior Secured Notes in an aggregate principal amount at any one time outstanding under this clause (ii), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (ii), not to exceed $310.0410.0 million; provided that Indebtedness under this clause (ii) may be designated as Parity Lien Debt but not Priority Lien Debt;

(iii)the incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted by this Agreement to be incurred under this clause (iii) or clauses (vi) or (ix) of this paragraph;

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(iv)the incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(v)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness represented by Attributable Debt, Capitalized Lease Obligations, FF&E financing arrangements, mortgage financings or purchase money obligations or other Indebtedness, in each case, incurred in connection with capital expenditures or for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, renovation, repair, expansion, replacement, refurbishment or improvement of property (real or personal), plant or equipment used or useful in the business of the Borrower or any of its Restricted Subsidiaries, whether through the direct purchase of assets or the Equity Interests of any Person owning such assets, in an aggregate principal amount or accreted value, as applicable, not to exceed $15.0 million;

(vi)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness equal to 200.0% of the net cash proceeds received by the Borrower since the Effective Date from an Equity Offering to the extent such proceeds have not been applied pursuant to: (i) the third paragraph of Section 3.07 of the Senior Notes Indenture; (ii) clause (c)(ii) of the first paragraph of Section 7.02(f); (iii) clause (4) of the second paragraph of Section 7.02(f); and (iv) clause (b) of the definition of “Permitted Investments”;

(vii)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances and performance and surety bonds in the ordinary course of business;

(viii)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(ix)the incurrence by the Borrower or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Borrower and its Restricted Subsidiaries;

(x)the incurrence by the Borrower or any of its Restricted Subsidiaries arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(xi)the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness deemed to exist pursuant to the terms of a Joint Venture agreement as a result of a failure of the Borrower or such Restricted Subsidiary to make a required capital contribution therein; provided, that the only recourse on such Indebtedness is limited to the Borrower’s or such Restricted Subsidiary’s equity interests in the related Joint Venture;

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