Exhibit 4.7
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 3, 2022, among Full House Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of February 12, 2021 (the “Base Indenture”), providing for the issuance of an aggregate principal amount of $310,000,000 of 8.250% Senior Secured Notes due 2028 (the “Notes”) and that certain First Supplemental Indenture dated as of February 1, 2022 (the “First Supplemental Indenture”) and that certain Second Supplemental Indenture, dated as of February 7, 2022, (the “Second Supplemental Indenture” and, together with the Base Indenture and First Supplemental Indenture, the “Indenture”), providing for the issuance of an additional aggregate principal amount of $100,000,000 of the Notes (the “New Notes”), and capitalized terms not otherwise defined herein have the meanings set forth in the Indenture;
WHEREAS, Section 9.01(a) and Section 9.01(c) of the Indenture permit the execution and delivery of this Supplemental Indenture, without the consent of the Holders of the outstanding Notes, to make any change that would cure any ambiguity, defect or inconsistency or provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder;
WHEREAS, the Issuer has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) copies of resolutions of the Boards of Directors (or equivalent governing bodies or persons) of the Issuer and the Guarantors authorizing the execution of this Supplemental Indenture, and (ii) the Officer’s Certificate and Opinion of Counsel described in Sections 9.06 and 13.04 of the Indenture;
WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed.
Section 2.13. Special Record Dates.
The Company may set a special record date for any purpose, including but not limited to any payment to be made to Holders of the Notes, by notifying the Trustee in writing of the purpose of the special record date and the date of the special record date. If requested in writing by the Company, the Trustee, in the name and at the expense of the Company, will send to Holders a notice prepared by the Company that states the purpose of the special record date,
the special record date, the related payment date (if any) and the amount to be paid (if any).
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
ISSUER: | |||
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FULL HOUSE RESORTS, INC. | |||
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By: | /s/ Lewis A. Fanger | | |
| Name: Lewis A. Fanger | ||
| Title: Senior Vice President, Chief Financial Officer, and Treasurer | ||
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GUARANTEEING SUBSIDIARY | |||
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FHR-ILLINOIS LLC | |||
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By: | /s/ Lewis A. Fanger | | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer | ||
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GUARANTORS: | |||
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FULL HOUSE SUBSIDIARY, INC. | |||
FULL HOUSE SUBSIDIARY II, INC. | |||
GAMING ENTERTAINMENT (NEVADA) LLC | |||
GAMING ENTERTAINMENT (INDIANA) LLC | |||
STOCKMAN’S CASINO | |||
SILVER SLIPPER CASINO VENTURE LLC | |||
GAMING ENTERTAINMENT (KENTUCKY) LLC | |||
RICHARD AND LOUISE JOHNSON, LLC | |||
FHR-COLORADO LLC | |||
FHR-ATLAS LLC | |||
FHR-ILLINOIS LLC | |||
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By: | /s/ Lewis A. Fanger | | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer |
TRUSTEE: | |||
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WILMINGTON TRUST, NATIONAL ASSOCIATION, | |||
as Trustee | |||
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By: | /s/ Quinton M. DePompolo | | |
| Name: Quinton M. DePompolo | ||
| Title: Banking Officer |