Second Amendment to Credit Agreement, dated as of February 21, 2023, among the Company, the guarantors party thereto and Capital One, National Association
Exhibit 4.2
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 21, 2023, 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”), and the 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 by that certain First Amendment to Credit Agreement, dated as of February 7, 2022 and as further amended, amended and restated, refinanced, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”); and
WHEREAS, 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 the Required Lenders) 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:
“(xxi)the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding under this clause (xxi), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xxi), not to exceed $40 million; provided that Indebtedness under this clause (xxi) may be designated as Parity Lien Debt (but not Priority Lien Debt).”
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[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.
| BORROWER: | ||
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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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| GUARANTORS: | ||
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| FHR-ATLAS LLC | ||
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| By: | /s/ Lewis A. Fanger | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer | ||
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| FHR-COLORADO LLC | ||
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| By: | /s/ Lewis A. Fanger | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer | ||
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| FULL HOUSE SUBSIDIARY, INC. | ||
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| By: | /s/ Lewis A. Fanger | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer | ||
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| FULL HOUSE SUBSIDIARY II, INC. | ||
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| By: | /s/ Lewis A. Fanger | |
| Name: Lewis A. Fanger | ||
| Title: Vice President and Treasurer |
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
| GAMING ENTERTAINMENT (INDIANA) LLC | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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| GAMING ENTERTAINMENT (KENTUCKY) LLC | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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| GAMING ENTERTAINMENT (NEVADA) LLC | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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| RICHARD AND LOUISE JOHNSON, LLC | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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| SILVER SLIPPER CASINO VENTURE LLC | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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| STOCKMAN’S CASINO | |
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| By: | /s/ Lewis A. Fanger |
| Name: Lewis A. Fanger | |
| Title: Vice President and Treasurer | |
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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 |
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
| CAPITAL ONE, NATIONAL ASSOCIATION, as | |
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| By: | /s/ Eric Purzycki |
| Name: Eric Purzycki | |
| Title: Duly Authorized Signatory |
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]