FIFTH AMENDMENT TO INDENTURE
This FIFTH AMENDMENT TO INDENTURE (this “Amendment”), is entered into as of November 6, 2020, by and among Full House Resorts, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein), and Wilmington Trust, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
The Company, the Guarantors and the Trustee are parties to that certain Indenture, dated as of February 2, 2018, as amended by a First Amendment to Indenture dated as of June 20, 2018, as supplemented by a Supplemental Indenture dated as of July 13, 2018, as amended by a Second Amendment to Indenture dated as of May 10, 2019, as amended by a Waiver and Third Amendment to Indenture April 28, 2020, and as further amended by a Waiver and Fourth Amendment to Indenture August 12, 2020 (as such document may be further amended, restated, supplemented or otherwise modified from time to time, the “Indenture”).
The ongoing COVID-19 pandemic continues to adversely affect the Company’s casino businesses (the “COVID-19 Effects”).
As a result of the COVID-19 Effects, the Company may not be able to comply with Section 4.41 of the Indenture (Total Leverage Ratio) for the measurement period ending on September 30, 2020 (the “Total Leverage Ratio Covenant”).
The Company has requested that the Trustee, with the consent of the Required Noteholders, execute and deliver this Amendment.
The Company, with the consent of the Required Noteholders, desires to modify certain terms and conditions of the Indenture, and the parties hereto, with the consent of the Required Noteholders, are willing to agree to the modifications contained in this Amendment, and waive any potential non-compliance with the specified Indenture sections, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Indenture, as amended hereby.
2.Amendment. Company and Trustee hereby amend the Indenture as set forth below:
(a)Section 4.41 of the Indenture is amended by deleting the requirement that the Company comply with the Total Leverage Ratio of 5.75:1.00 as of the last day of the fiscal quarters ended September 30, 2020. Notwithstanding the foregoing, compliance with the Total Leverage Ratio of 5.75:1.00 as of the last day of the fiscal quarters ended September 30, 2020 shall continue to apply for any section or provision of the Indenture that requires pro forma compliance with the Total Leverage Ratio as a condition to availability of any basket or exception.”