EXECUTION COPY FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of August 26, 2013, is entered into by and among: FULL HOUSE RESORTS, INC., a Delaware corporation (the “Borrower”); each of the undersigned financial institutions (collectively, the “Lenders”); and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as L/C Issuer and as Swing Line Lender (as such terms are defined below).

 

 

A.           The Borrower, Administrative Agent and Lenders have executed a First Lien Credit Agreement, dated as of June 29, 2012 (the “Credit Agreement”) providing for a Revolving Loan in the maximum aggregate principal amount of $5,000,000, a Term Loan in the original principal amount of $50,000,000, and a Swing Line Loan in the maximum principal amount of $1,000,000.  Capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Credit Agreement.

 

B.           The Credit Agreement also provides the Borrower with the option to increase the principal amount of the Total Term Loan Commitment in an amount not in excess $10,000,000, subject to the conditions and on the terms provided in the Credit Agreement, for the purpose of financing, in part, the construction of a hotel adjacent to the Silver Slipper Casino.  The Borrower wishes to exercise this option and the Lenders agree to fund the increased principal amount through a separate Term Loan (Hotel).

 

 

 

 

1.             Section 1.01 (Definitions) of the Credit Agreement is hereby amended to add or modify the following definitions:

 

“Credit Documents” “Credit Documents” shall mean and include this Agreement, the Notes, the Guaranty, the Security Documents, the Disbursement Agreement, the Intercreditor Agreement, each Letter of Credit Application, each Notice of Borrowing, each Notice of Interest Period Selection, each Notice of Conversion, all Lender Rate Contracts, the Collateral Certificate, the Fee Letter, all other documents, instruments and agreements delivered to the Administrative Agent, the Collateral Trustee, or any Lender pursuant to Sections 3.01 or 3.02 and all other documents, instruments and agreements delivered by any Loan Party to the Administrative Agent, the Collateral Trustee or any Lender in connection with this Agreement or any other Credit Document on or after the date of this Agreement, including, without limitation, any amendments, consents or waivers, as the same may be amended, restated, supplemented or modified from time to time.

 

 

“Disbursement Account” shall have the meaning defined in the Disbursement Agreement.

 

“Disbursement Agreement”  shall mean the Construction Monitoring and Disbursement Agreement between Borrower and the Administrative Agent, for the ratable benefit of the Lenders, dated as of August 26, 2013 relating to the disbursement of the proceeds of the Term Loan (Hotel).

 

“Fixed Charge Coverage Ratio” shall mean, as at any date of determination, with respect to the Borrower Parties for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date, (a) Adjusted EBITDA, plus (i) Rent Expense, minus (ii) the aggregate amount of non-financed Capital Expenditures (excluding non-financed Capital Expenditures not to exceed $7,500,000 incurred to construct a hotel adjacent to the Silver Slipper Casino) made during such period, minus (iii) the aggregate amount of Distributions made during such period, minus (iv) cash taxes required to be paid during such period divided by (b) Fixed Charges for such period.

 

“Maturity Date” shall mean the fourth anniversary of the Closing Date (June 29, 2016).

 

“Pricing Grid” shall mean,

 

Tier	First Lien Leverage Ratio	Applicable Margin for LIBOR Loans	Applicable Margin for Base Rate Loans
I	Greater than 1.00: 1.00	3.75%	2.75%
II	Equal to or less than 1.00 : 1.00	3.00%	2.00%

 

“Term Loan” shall mean each loan made by a Term Lender pursuant to Section 2.01(a) and Section 2.01(h).

 

“Term Loan Commitment” shall mean, with respect to each Lender, the Dollar amount set forth under the caption “Term Loan Commitment and “Term Loan (Hotel) Commitment” opposite such Lender’s name on Part a of Schedule I, or, if changed, such Dollar amount as may be set forth for such Lender in the Register.

 

“Term Loan (Hotel)” shall mean each loan made by a Term Lender pursuant to Section 2.01(h).

 

“Term Loan (Hotel) Commitment” shall mean, with respect to each Lender, the Dollar amount set forth under the caption “Term Loan (Hotel) Commitment” opposite such Lender’s name on Part A of Schedule I, or if changed, such Dollar as may be set forth for such Lender in the Register.

 

“Total Term Loan Commitment” shall mean, at any time, Fifty-Six Million, Two Hundred Fifty Thousand Dollars ($56,250,000) or, when such amount is reduced pursuant to Section 2.04(b), the amount to which so reduced and in effect at such time.

 

 

 

“Unused Term Loan (Hotel) Commitment” shall mean, at any time, remainder of the (a) the Total Term Loan (Hotel) Commitment at such time minus (b) the aggregate outstanding principal amount on the Term Loan (Hotel) at such time.

 

2.             Section 1.05 (Time) of the Credit Agreement is hereby amended to read as follows:

 

1.05    Time.  All references in this Agreement and each of the other Credit Documents to a time of day shall mean New York, New York time, unless otherwise indicated.

 

3.             Section 2.01(c) (Loan Facilities; Notice of Loan Borrowing) of the Credit Agreement is hereby amended to read as follows:

 

(c)           Notice of Loan Borrowing.  The Borrower shall request each Revolving Loan Borrowing and Term Loan Borrowing by delivering to the Administrative Agent an irrevocable written notice substantially in the form of Exhibit A (a “Notice of Loan Borrowing”), duly executed by a Responsible Officer of the Borrower and appropriately completed which specifies, among other things:

 

 

 

The Borrower shall give (x) each Notice of Loan Borrowing for Revolving Loans to the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days before the date of the requested Revolving Loan Borrowing in the case of a Revolving Loan Borrowing consisting of LIBOR Loans, and not later than 11:00 a.m. at least one (1) Business Day before the date of the requested Revolving Loan Borrowing in the case of a Revolving Loan Borrowing consisting of Base Rate Loans, and (y) the Notice of Loan Borrowing for the Term Loan Borrowing (other than with respect to the Term Loan (Hotel), to the Administrative Agent no later than 11:00 a.m. at least one (1) Business Day before the date of the requested Term Loan Borrowing and (z) the Notice of Loan Borrowing for the Term Loan (Hotel) Borrowing to the Administrative Agent no later than 11:00 a.m. at least ten (10) Business Days before the date of the requested Term Loan Borrowing.  Any Notice of Loan Borrowing received by the Administrative Agent after 11:00 a.m. on any Business Day shall be deemed received by the Administrative Agent on the next Business Day.  Each Notice of Loan Borrowing shall be delivered by first-class mail, facsimile or email containing a PDF of such signed and completed Notice of Loan Borrowing to the Administrative Agent at the office or to the facsimile number or email address specified in Section 8.01; provided, however, that the Borrower shall promptly deliver to the Administrative Agent the original of any Notice of Loan Borrowing initially delivered by facsimile or email.  The Administrative Agent shall promptly notify (x) each Revolving Lender of the contents of each Notice of Loan Borrowing for Revolving Loans and of the amount and Type of (and, if applicable, the Interest Period for) the Revolving Loan to be made by such Revolving Lender as part of the requested Revolving Loan Borrowing and (y) each Term Lender of the contents of the Notice of Loan Borrowing for the Term Loan Borrowing on the Initial Funding Date and of the amount of the Term Loan to be made by such Term Lender as part of the requested Term Loan Borrowing and (z) each Term Lender of the contents of each Notice of Loan Borrowing for Term Loans (Hotel) and of the amount and Type of (and, if applicable, the Interest Period for) the Term Loan (Hotel) to be made by such Term Lender as part of the requested Term Loan (Hotel) Borrowing.

 

The Lenders will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Loan Borrowing (or not later than 1:00 p.m. on the borrowing date approved by the Administrative Agent in the case of Borrowings under the Term Loan (Hotel)), make the amount of the Loan Borrowing available to the Borrower at the office of the Administrative Agent in New Orleans, Louisiana, by crediting the account of the Borrower with the Administrative Agent in immediately available funds (or crediting the Disbursement Account in the case of Borrowings under the Term Loan (Hotel)).

 

4.             Section 2.01(g)(iii) (Loan Facilities, Scheduled Payments; Schedule Principal Payments – Term Loans) of the Credit Agreement is hereby amended to read as follows:

 

(iii)           Scheduled Principal Payments – Term Loans.  On each Term Loan Installment Date, the Borrower shall repay (A) the principal amount of the Term Loans made pursuant to Section 2.01(a) in equal quarterly installments of $1,250,000 in the aggregate plus, (B) from and after January 1, 2015, equal quarterly installments of two and one-half percent (2.5%) of the total principal outstanding on the Term Loan (Hotel) on December 31, 2014; provided, that the Borrower shall pay all outstanding principal on the Term Loans, together with all accrued and unpaid interest thereon, on the Maturity Date.

 

The Borrower shall also make the mandatory prepayments required by Section 2.06(c), which shall be applied to the Loans in the manner set forth in Section 2.06(d).

 

5.             Section 2.01(h) (Loan Facilities, Term Loan (Hotel)) of the Credit Agreement is hereby amended to read as follows:

 

(h)            Term Loan (Hotel).  (i)  On the terms and subject to the conditions of this Agreement, each Term Lender severally agrees to advance to the Borrower a loan in Dollars under this Section 2.01(h); provided, however, that (A) the principal amount of the Term Loan (Hotel) made by such Term Lender shall not exceed such Term Lender’s Term Loan (Hotel) Commitment and (B) the aggregate principal amount of all Term Loans (Hotel) made by all Term Lenders shall not exceed the Total Term Loan (Hotel) Commitment.  Advances on the Term Loans shall be made on a pro rata basis by the Term Lenders in accordance with their respective Term Proportionate Shares, with the Term Loan Borrowing to be comprised of a Term Loan by each Term Lender equal to such Term Lender’s Term Proportionate Share of such Term Loan Borrowing.

 

 

 

 

(iii)           No advances on the Term Loan (Hotel) shall be made after December 31, 2014.

 

 

 

 

 

7.             Section 2.05(c) (Fees: Commitment Fees) of the Credit Agreement is hereby amended to read as follows:

 

(c)           Commitment Fees.  The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders (other than any Defaulting Lender with respect to the period during which it is a Defaulting Lender) as provided in Sections 2.10(a)(v) and 2.10(a)(vi), commitment fees (collectively, the “Commitment Fees”) equal to the Commitment Fee Percentage of the sum of (i) the daily average Unused Revolving Commitment for the period beginning on the date of this Agreement and ending on the Maturity Date and (ii) the daily average Unused Term Loan (Hotel) Commitment for the period beginning on the date of the First Amendment to this Agreement and ending on December 31, 2014.  The Borrower shall pay the Commitment Fees in arrears on the last Business Day of each March, June, September and December (commencing on the first such Day after the Closing Date), on the Initial Funding Date and on the Maturity Date (or if the Total Revolving Commitment is cancelled on a date prior to the Maturity Date, on such prior date).

 

 

8.             Section 5.02(a)(vii) (Negative Covenants; Indebtedness) of the Credit Agreement is hereby amended to read as follows:

 

 

 

 

 

 

1.             Representations and Warranties.  Borrower represents to the Administrative Agent and the Lenders as follows:

 

(a)   The representations and warranties of the Loan Parties set forth in Article IV of the Credit Agreement and in the other Credit Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as of such date);

 

(b)   No Default has occurred and is continuing; and

 

 

 

 

[Signatures on following pages]

 

 

 

IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent, the L/C Issuer and the Swing Line Lender have caused this Agreement to be executed as of the day and year first above written.

 

 

ADMINISTRATIVE AGENT,

COLLATERAL TRUSTEE, L/C

ISSUER. SWING LINE LENDER                                                    

 

 

 

EXHIBIT A-1

 

 

 

 

2.             Pursuant to Section 2.01(h) of the Credit Agreement, the Borrower hereby irrevocably requests a Term Loan (Hotel) Borrowing upon the following terms:

 

(a)   The principal amount of the requested Borrowing is to be $ __________;

 

(b)   The requested Borrowing is to consist of [“Base Rate”] [“LIBOR”] Loans;

 

(c)            If the requested Borrowing is to consist of LIBOR Loans, the initial Interest Period for such Loans will be _______ month[s]; and

3.            The Borrower hereby certifies to the Administrative Agent and the Lenders that, on the date listed in Section 2(h) above and after giving effect to the requested Borrowing:

 

 

 

4.           Please disburse the proceeds of the requested Borrowing to Borrower’s Account No. ____________ with Capital One, National Association.

 

[Signature on following page]

 

 

IN WITNESS WHEREOF, the Borrower has executed this Notice of Loan Borrowing on the date set forth above.

 

 

 

 

SCHEDULE I

 

 

 

Name of Lender	Revolving Loan Commitment	Revolving Proportionate Share	Term Loan Commitment	Term Loan Proportionate Share	Term Loan (Hotel)  Commitment	Term Loan (Hotel)  Proportionate Share	Total Proportionate  Share (1)
Capital One, National Association	$2,250,000	45.0%	$18,500,000	40.0%	$4,000,000	40.0%	40.408%
Nevada State Bank	$1,250,000	25.0%	$11,562,500	25.0%	$2,500,000	25.0%	25.000%
First Tennessee Bank	$  750,000	15.0%	$7,168,750	15.5%	$2,000,000	20.0%	16.194%
Trustmark National Bank	$  500,000	10.0%	$5,550,000	12.0%	$1,500,000	15.0%	12.327%
Bank of Nevada	$250,000	5.0%	$3,468,750	7.5%	$         0.00	0.0%	6.071%
Total	$5,000,000	100.0%	$46,250,000	100.0%	$10,000,000	100.0%	100.000%

 

(1)           Assuming Term Loan current balance (08/26/13) and Revolving Loan and Term Loan (hotel) fully funded; Total Proportionate Shares will change as Term Loans are repaid and Revolving Loan Commitment reduced.

 

Schedule I