8-K
FULL HOUSE RESORTS INC (FLL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2026
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32583 | | 13-3391527 |
|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | | (Commission<br>File Number) | | (I.R.S. Employer<br>Identification No.) |
| One Summerlin 1980 Festival Plaza Drive, Suite 680 Las Vegas , Nevada | | 89135 |
|---|---|---|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702 ) 221-7800
| | | |
|---|---|---|
| | N/A | |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.0001 par value per share | | FLL | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Amendment of Credit Agreement
On March 3, 2026, Full House Resorts, Inc. (the “Company”), amended its Credit Agreement with Capital One, National Association, dated as of March 31, 2021 (as amended through the date hereof, the “Credit Agreement”) pursuant to a Fourth Amendment to Credit Agreement which extended the maturity date of the Credit Agreement from January 1, 2027 to August 15, 2027. Except as set forth in the Fourth Amendment to Credit Agreement, all other terms of the Credit Agreement remain in full force and effect.
The foregoing description of the Fourth Amendment to Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment to Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition
On March 5, 2026, the Company issued a press release announcing its financial and operating results for the fourth quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference. The information contained on, or that may be accessed through, any websites contained in our press release is not incorporated by reference into, and is not a part of, this document.
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, none of such information shall be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.
Item 9.01 Financial Statements and Exhibits
| <br><br><br><br> | | | |
|---|---|---|---|
| (d) | Exhibits | | |
| | No. | | Description |
| | 10.1 | | Fourth Amendment to Credit Agreement, dated as of March 3, 2026, among the Company, the guarantors party thereto and Capital One, National Association, as administrative agent. |
| | 99.1 | | Press Release of the Company dated March 5, 2026* |
| | 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| * | This exhibit related to Item 2.02 of this Current Report on Form 8-K shall be deemed to be furnished and not filed. |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | Full House Resorts, Inc. |
|---|---|---|
| | | |
| Date: March 5, 2026 | | /s/ Lewis A. Fanger |
| | | Lewis A. Fanger, President, Chief Financial Officer & Treasurer |
Exhibit 99.1
FULL HOUSE RESORTS ANNOUNCES FOURTH QUARTER AND FULL-YEAR RESULTS
- American Place Casino Continued Its Strong Growth, With Revenues Increasing 13.1% for the Year and 11.0% in the Fourth Quarter
- Colorado Operations Showed Continued Improvement, with Chamonix/Bronco Billy’s Completing Its First Full Year of Expanded Operation; Revenues and Adjusted Property EBITDA Significantly Improved in Both the Year and the Fourth Quarter
- Company Anticipates Breaking Ground on Its Permanent American Place Casino in March or April, Allowing for an Opening in Approximately 18 to 24 Months; Completion of Its Financing is Expected Within the Next Few Months
- A Bill was Introduced in the Illinois Legislature to Extend the Operation of Our Temporary American Place Casino by 18 Months
Las Vegas – March 5, 2026 – Full House Resorts, Inc. (Nasdaq: FLL) today announced results for the fourth quarter and year ended December 31, 2025.
On a consolidated basis, revenues in the fourth quarter of 2025 rose 3.4% to $75.4 million, reflecting strong growth at American Place Casino and the continuing ramp-up of operations at Chamonix Casino Hotel, partially offset by the sale of Stockman’s Casino in April 2025. Excluding Stockman’s, revenues increased by 5.6%. Net loss for the fourth quarter of 2025 was $(12.4) million, or $(0.34) per diluted common share, which includes $0.1 million of development costs. In the prior-year period, net loss was $(12.3) million, or $(0.35) per diluted common share, reflecting $0.3 million of development costs. Adjusted EBITDA^(a)^ increased to $10.7 million in the fourth quarter of 2025. In the prior-year period, Adjusted EBITDA was $10.4 million, having benefited from a $1.2 million recovery settlement related to one of the Company’s sports wagering agreements and the reversal of certain corporate accruals taken in previous quarters.
For the full year, revenues in 2025 were $302.4 million, a 3.5% increase from $292.1 million in the prior year. Excluding Stockman’s, revenues rose by 5.2%. Net loss in 2025 was $(40.2) million, or $(1.12) per diluted common share, which includes $0.3 million of development costs. For 2024, net loss was $(40.7) million, or $(1.16) per diluted common share, reflecting $2.8 million of preopening and development costs, primarily related to Chamonix, and the aforementioned recovery settlement. Depreciation and amortization totaled $42.6 million in 2025 and $42.1 million in 2024. Because of these significant non-cash charges, the Company generally produces positive cash flow from operations, despite net losses. Adjusted EBITDA was $48.1 million in 2025, with growth at American Place and improved operations at Chamonix offset by construction disruptions at Grand Lodge and the sale of Stockman’s Casino. In 2024, Adjusted EBITDA was $48.6 million, benefiting from the $1.2 million recovery settlement noted above.
“We had another strong quarter of growth at American Place, which currently operates in a temporary facility,” said Daniel R. Lee, Chief Executive Officer of Full House Resorts. “As the year progressed, the rate of growth in its operating profits accelerated, highlighting the growing awareness of our brand and the relative undersaturation of gaming in the northern Chicago market. Such performance reinforces our confidence in the long-term potential for American Place.
“We continue to make meaningful progress toward construction of the permanent American Place facility. In September 2025, the Waukegan City Council unanimously approved our revised site plans. Our architects are also nearing completion of working drawings for the building’s foundation. With these drawings, we will seek building permits and begin construction, anticipated in March or April 2026. Foundation work, while not cost intensive, requires several months to complete. By starting construction now, funding it with internal sources, we believe we can accelerate the opening of the permanent casino, anticipated in approximately 18 to 24 months.
“A bill was also recently introduced in the Illinois legislature to extend the date that our temporary American Place casino is permitted to operate by 18 months beyond August 2027. This bill, if passed, will ensure that there will be no gap in tax revenue or employment prior to the opening of our permanent casino facility. We received a similar extension in 2023 when our project was delayed due to a lawsuit from a competitor. Such lawsuit was resolved in January 2025.”
Continued Mr. Lee, “Our Colorado operations also delivered strong improvements in the fourth quarter. The fourth quarter is a seasonally slow quarter in this market. Revenues were up in the quarter and expenses declined, resulting in a significantly smaller loss in the quarter than in the same quarter of the prior year. We recently hired a new finance director and an assistant general manager, and promoted a talented chef to be the food and beverage director, filling out a largely-new management team. We reinvigorated Chamonix’s brand awareness, launching more targeted advertising efforts in the fourth quarter of 2025. Our group sales department, while still a relatively new team, is making meaningful strides at booking future business. Then, in January and February, we installed new carpet and ceilings in much of the adjoining Bronco Billy’s Casino, which now offers a gaming experience that better complements Chamonix. In anticipation of the seasonally-stronger season that we are moving into, we recently reopened the Mexican restaurant in Bronco Billy’s with an entirely new menu of fresh and innovative Mexican cuisine. We expect our Colorado operations to contribute significantly to our income in 2026 and beyond.”
Fourth Quarter Highlights
| ● | Midwest & South. This segment includes Silver Slipper Casino and Hotel, Rising Star Casino Resort, and American Place Casino. Revenues for the segment were $58.2 million in the fourth quarter of 2025, a 5.7% increase from $55.0 million in the prior-year period. These results reflect continuing strength at American Place, where revenues rose 11.0% from the fourth quarter of 2024. Adjusted Segment EBITDA was $11.7 million, an 11.1% increase from $10.5 million in the prior-year period, similarly led by strong growth at American Place, which continues to ramp up its operations. |
|---|---|
| ● | West. This segment includes Grand Lodge Casino (located within the Hyatt Regency Lake Tahoe Resort in Incline Village, Nevada), Stockman’s Casino (until the completion of its sale in April 2025), Bronco Billy’s Casino, and Chamonix Casino Hotel, which opened in phases between December 2023 and October 2024. Chamonix and Bronco Billy’s are two integrated and adjoining casinos, operating as a single entity. Revenues for the segment were $15.6 million in the fourth quarter of 2025, versus $16.1 million in the prior-year period. These results reflect growth at Chamonix/Bronco Billy’s, offset by the sale of Stockman’s and renovation-related disruptions at the Hyatt Regency Lake Tahoe Resort that houses our Grand Lodge Casino, which is small relative to the Company’s total operations. Despite the renovation at the Hyatt, Adjusted Segment EBITDA improved 37.0% to $(2.0) million in the fourth quarter of 2025 from $(3.2) million in the prior-year period. As the Company’s newest property, Chamonix is early in its expected ramp, with operations expected to continue improving in the coming quarters and years. |
| --- | --- |
| ● | Contracted Sports Wagering. This segment consists of our on-site and online sports wagering “skins” (akin to websites) in Colorado, Indiana, and Illinois. Revenues and Adjusted Segment EBITDA were $1.7 million and $1.6 million, respectively, in the fourth quarter of 2025. In the prior-year period, revenues and Adjusted Segment EBITDA were $1.9 million and $3.0 million, respectively, with results benefiting from a $1.2 million settlement recovery related to one of the Company’s sports wagering agreements. |
| --- | --- |
| ● | Corporate. In the fourth quarter of 2025, corporate expense totaled $0.6 million. Conversely, the 2024 period benefited from the reversal of certain accruals, resulting in an operating credit of $0.1 million. |
| --- | --- |
Liquidity and Capital Resources
As of December 31, 2025, we had $40.7 million in cash and cash equivalents. Our debt consisted primarily of $450.0 million in outstanding senior secured notes due 2028, which are currently callable at par. We also had $10.0 million available under our $40.0 million revolving credit facility. In March 2026, we extended the maturity date for our revolving credit facility from January 1, 2027 to August 15, 2027.
Conference Call Information
We will host a conference call for investors today, March 5, 2026, at 4:30 p.m. ET (1:30 p.m. PT) to discuss our 2025 fourth quarter results. Investors can access the live audio webcast from our website at www.fullhouseresorts.com under the investor relations section. The conference call can also be accessed by dialing (201) 689-8470.
A replay of the conference call will be available shortly after the conclusion of the call through March 19, 2026. To access the replay, please visit www.fullhouseresorts.com. Investors can also access the replay by dialing (412) 317-6671 and using the passcode 13757784.
(a) Reconciliation of Non-GAAP Financial Measures
Our presentation of non-GAAP Measures may be different from the presentation used by other companies, and therefore, comparability may be limited. While excluded from certain non-GAAP Measures, depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred. Each of these items should also be considered in the overall evaluation of our results. Additionally, our non-GAAP Measures do not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation and amortization, interest and income taxes, and other items both in our reconciliations to the historical GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.
Our non-GAAP Measures are to be used in addition to, and in conjunction with, results presented in accordance with GAAP. These non-GAAP Measures should not be considered as an alternative to net income, operating income, or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures. These non-GAAP Measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding historical GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.
Adjusted Segment EBITDA. We utilize Adjusted Segment EBITDA as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. Adjusted Segment EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each segment.
Adjusted Property EBITDA. Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property.
Adjusted EBITDA. We also utilize Adjusted EBITDA, which is defined as Adjusted Segment EBITDA, net of corporate-related costs and expenses. Although Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP, we believe this non-GAAP financial measure provides meaningful supplemental information regarding our performance and liquidity. We utilize this metric or measure internally to focus management on year-over-year changes in core operating performance, which we consider our ordinary, ongoing and customary operations, and which we believe is useful information to investors. Accordingly, management excludes certain items when analyzing core operating performance, such as the items mentioned above, that management believes are not reflective of ordinary, ongoing and customary operations.
Full House Resorts, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) (In thousands, except per share data)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||
| | | December 31, | | December 31, | ||||||||
| | | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Revenues | | | | | | | | | | | | |
| Casino | | $ | 58,154 | | $ | 54,406 | | $ | 230,260 | | $ | 216,880 |
| Food and beverage | | | 9,711 | | 10,599 | | 39,302 | | 41,871 | |||
| Hotel | | | 3,996 | | 4,422 | | 16,023 | | 15,709 | |||
| Other operations, including contracted sports wagering | | | 3,561 | | 3,535 | | 16,791 | | 17,605 | |||
| | | | 75,422 | | 72,962 | | 302,376 | | 292,065 | |||
| Operating costs and expenses | | | | | | | | | | |||
| Casino | | | 25,260 | | 22,275 | | 93,683 | | 86,151 | |||
| Food and beverage | | | 9,791 | | 11,547 | | 39,568 | | 43,582 | |||
| Hotel | | | 2,121 | | 2,600 | | 8,870 | | 10,306 | |||
| Other operations | | | 1,025 | | (261) | | 4,148 | | 2,130 | |||
| Selling, general and administrative | | | 27,212 | | 27,163 | | 109,712 | | 104,121 | |||
| Project development costs | | | 79 | | | 313 | | | 310 | | | 368 |
| Preopening costs | | | — | | | 2 | | | — | | | 2,464 |
| Depreciation and amortization | | | 10,773 | | | 10,657 | | | 42,609 | | | 42,101 |
| Loss on disposal of assets | | | 26 | | | — | | | 32 | | | 18 |
| Loss (gain) on sale of Stockman’s, net of impairment | | | 111 | | | 74 | | | 320 | | | (1,926) |
| | | | 76,398 | | | 74,370 | | | 299,252 | | | 289,315 |
| Operating (loss) income | | | (976) | | | (1,408) | | | 3,124 | | | 2,750 |
| Other expenses | | | | | | | | | | | | |
| Interest expense, net | | | (10,962) | | | (10,881) | | | (42,741) | | | (43,201) |
| Other | | | — | | | — | | | (50) | | | — |
| | | | (10,962) | | | (10,881) | | | (42,791) | | | (43,201) |
| Loss before income taxes | | | (11,938) | | | (12,289) | | | (39,667) | | | (40,451) |
| Income tax expense | | | 433 | | | 10 | | | 530 | | | 221 |
| Net loss | | $ | (12,371) | | $ | (12,299) | | $ | (40,197) | | $ | (40,672) |
| | | | | | | | | | | | | |
| Basic loss per share | | $ | (0.34) | | $ | (0.35) | | $ | (1.12) | | $ | (1.16) |
| Diluted loss per share | | $ | (0.34) | | $ | (0.35) | | $ | (1.12) | | $ | (1.16) |
| | | | | | | | | | | | | |
| Basic weighted average number of common shares outstanding | | | 36,124 | | | 35,608 | | | 36,031 | | | 34,965 |
| Diluted weighted average number of common shares outstanding | | | 36,124 | | | 35,608 | | | 36,031 | | | 34,965 |
Full House Resorts, Inc. and Subsidiaries
Supplemental Information
Segment Revenues, Adjusted Segment EBITDA and Adjusted EBITDA
(In thousands, Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||
| | | December 31, | | December 31, | ||||||||
| | | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Revenues | | | | | | | | | | | | |
| Midwest & South | | $ | 58,163 | | $ | 55,026 | | $ | 231,464 | | $ | 219,626 |
| West | | | 15,563 | | | 16,078 | | | 63,645 | | | 63,648 |
| Contracted Sports Wagering | | | 1,696 | | | 1,858 | | | 7,267 | | | 8,791 |
| | | $ | 75,422 | | $ | 72,962 | | $ | 302,376 | | $ | 292,065 |
| Adjusted Segment EBITDA^(1)^ and Adjusted EBITDA | | | | | | | | | | | | |
| Midwest & South | | $ | 11,701 | | $ | 10,530 | | $ | 49,116 | | $ | 45,737 |
| West | | | (2,033) | | | (3,229) | | | (2,429) | | | (1,302) |
| Contracted Sports Wagering | | | 1,623 | | | 2,954 | | | 6,956 | | | 9,503 |
| Adjusted Segment EBITDA | | | 11,291 | | | 10,255 | | | 53,643 | | | 53,938 |
| Corporate | | | (593) | | | 101 | | | (5,512) | | | (5,290) |
| Adjusted EBITDA | | $ | 10,698 | | $ | 10,356 | | $ | 48,131 | | $ | 48,648 |
__________
| (1) | The Company utilizes Adjusted Segment EBITDA as the measure of segment operating profitability in assessing performance and allocating resources at the reportable segment level. |
|---|
Supplemental Information
West Segment Revenues, Adjusted Property EBITDA and Adjusted Segment EBITDA
(In thousands, Unaudited)
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | | Year Ended | | | | |||||||||
| | | December 31, | | Increase / | | December 31, | | Increase / | ||||||||||
| | | 2025 | | 2024 | | (Decrease) | | 2025 | | 2024 | | (Decrease) | ||||||
| Revenues by Property for West Segment | | | | | | | | | | | | | | | | | | |
| Chamonix Casino Hotel and Bronco Billy’s Casino | $ | 11,849 | | $ | 11,629 | 1.9 | % | | $ | 49,108 | | $ | 44,150 | 11.2 | % | |||
| Grand Lodge Casino | 3,714 | | 2,943 | 26.2 | % | | 13,215 | | 13,489 | (2.0) | % | |||||||
| Stockman’s Casino^(1)^ | | | — | | | 1,506 | | (100.0) | % | | | 1,322 | | | 6,009 | | (78.0) | % |
| | $ | 15,563 | | $ | 16,078 | (3.2) | % | | $ | 63,645 | | $ | 63,648 | — | % | |||
| Adjusted Property EBITDA for West Segment | | | | | | | | | | | | | | | | | | |
| Chamonix Casino Hotel and Bronco Billy’s Casino | $ | (1,973) | | $ | (3,436) | 42.6 | % | | $ | (3,336) | | $ | (4,010) | 16.8 | % | |||
| Grand Lodge Casino | (60) | | 286 | N.M. | | 1,309 | | 2,675 | (51.1) | % | ||||||||
| Stockman’s Casino^(1)^ | | | — | | | (79) | | N.M. | | | (402) | | | 33 | | N.M. | ||
| | $ | (2,033) | | $ | (3,229) | 37.0 | % | | $ | (2,429) | | $ | (1,302) | (86.6) | % |
__________ N.M. Not meaningful.
| (1) | On April 1, 2025, the Company completed the sale of Stockman’s Casino. In December 2025, working capital adjustments in connection with such sale were finalized. |
|---|
Full House Resorts, Inc. and Subsidiaries
Supplemental Information
Reconciliation of Net Loss and Operating (Loss) Income to Adjusted EBITDA
(In thousands, Unaudited)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Net loss | $ | (12,371) | | $ | (12,299) | | $ | (40,197) | | $ | (40,672) |
| Income tax expense | | 433 | | | 10 | | | 530 | | | 221 |
| Interest expense, net | | 10,962 | | | 10,881 | | | 42,741 | | | 43,201 |
| Other | | — | | | — | | | 50 | | | — |
| Operating (loss) income | | (976) | | | (1,408) | | | 3,124 | | | 2,750 |
| Project development costs | | 79 | | | 313 | | | 310 | | | 368 |
| Preopening costs | | — | | | 2 | | | — | | | 2,464 |
| Depreciation and amortization | | 10,773 | | | 10,657 | | | 42,609 | | | 42,101 |
| Loss on disposal of assets | | 26 | | | — | | | 32 | | | 18 |
| Loss (gain) on sale of Stockman’s, net of impairment | | 111 | | | 74 | | | 320 | | | (1,926) |
| Stock-based compensation, net | | 685 | | | 718 | | | 1,736 | | | 2,873 |
| Adjusted EBITDA | $ | 10,698 | | $ | 10,356 | | $ | 48,131 | | $ | 48,648 |
Full House Resorts, Inc. and Subsidiaries
Supplemental Information
Reconciliation of Operating Income (Loss) to Adjusted Segment EBITDA and Adjusted EBITDA
(In thousands, Unaudited)
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, 2025 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | Adjusted | ||
| | | | | | | | | | | | | | | | | | | | Segment | ||
| | | Operating | | Depreciation | | Loss on | | Loss on | | Project | | Stock- | | EBITDA and | |||||||
| | | Income | | and | | Disposal | | Sale of | | Development | | Based | | Adjusted | |||||||
| | | (Loss) | | Amortization | | of Assets | | Stockman’s | | Costs | | Compensation | | EBITDA | |||||||
| Reporting segments | | | | | | | | | | | | | | | |||||||
| Midwest & South | | $ | 5,518 | | $ | 6,157 | | $ | 26 | | $ | — | | $ | — | | $ | — | | $ | 11,701 |
| West | | (6,747) | | 4,603 | | — | | 111 | | — | | — | | (2,033) | |||||||
| Contracted Sports Wagering | | | 1,623 | | | — | | | — | | | — | | | — | | | — | | | 1,623 |
| | | 394 | | 10,760 | | 26 | | 111 | | — | | — | | 11,291 | |||||||
| Other operations | | | | | | | | | | | | | | ||||||||
| Corporate | | (1,370) | | 13 | | — | | — | | 79 | | 685 | | (593) | |||||||
| | | $ | (976) | | $ | 10,773 | | $ | 26 | | $ | 111 | | $ | 79 | | $ | 685 | | $ | 10,698 |
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, 2024 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Adjusted | |
| | | | | | | | | | | | | | | | | | | | Segment | ||
| | | Operating | | Depreciation | | Loss on | | Project | | | | Stock- | | EBITDA and | |||||||
| | | Income | | and | | Sale of | | Development | | Preopening | | Based | | Adjusted | |||||||
| | | (Loss) | | Amortization | | Stockman’s | | Costs | | Costs | | Compensation | EBITDA | ||||||||
| Reporting segments | | | | | | | | | | | | | | | |||||||
| Midwest & South | | $ | 4,496 | | $ | 6,034 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 10,530 |
| West | | (7,890) | | 4,585 | | 74 | | — | | 2 | | — | | (3,229) | |||||||
| Contracted Sports Wagering | | | 2,954 | | | — | | | — | | | — | | | — | | | — | | | 2,954 |
| | | (440) | | 10,619 | | 74 | | — | | 2 | | — | | 10,255 | |||||||
| Other operations | | | | | | | | | | | | | | ||||||||
| Corporate | | (968) | | | 38 | | | — | | | 313 | | | — | | | 718 | | | 101 | |
| | | $ | (1,408) | | $ | 10,657 | | $ | 74 | | $ | 313 | | $ | 2 | | $ | 718 | | $ | 10,356 |
Full House Resorts, Inc. and Subsidiaries
Supplemental Information
Reconciliation of Operating Income (Loss) to Adjusted Segment EBITDA and Adjusted EBITDA
(In thousands, Unaudited)
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2025 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | Adjusted | ||
| | | | | | | | | | | | Loss on | | | | | Stock- | | Segment | |||
| | | Operating | | Depreciation | | Loss on | | Sale of | | Project | | Based | | EBITDA and | |||||||
| | | Income | | and | | Disposal | | Stockman’s, | | Development | | Compensation, | | Adjusted | |||||||
| | | (Loss) | | Amortization | | of Assets | | net | | Costs | | net | | EBITDA | |||||||
| Reporting segments | | | | | | | | | | | | | | | |||||||
| Midwest & South | | $ | 24,352 | | $ | 24,732 | | $ | 32 | | $ | — | | $ | — | | $ | — | | $ | 49,116 |
| West | | (20,565) | | 17,816 | | — | | 320 | | — | | — | | (2,429) | |||||||
| Contracted Sports Wagering | | | 6,956 | | | — | | | — | | | — | | | — | | | — | | | 6,956 |
| | | 10,743 | | 42,548 | | 32 | | 320 | | — | | — | | 53,643 | |||||||
| Other operations | | | **** | | | **** | | | **** | | | **** | | | **** | | | **** | | ||
| Corporate | | (7,619) | | 61 | | — | | — | | 310 | | 1,736 | | (5,512) | |||||||
| | | $ | 3,124 | | $ | 42,609 | | $ | 32 | | $ | 320 | | $ | 310 | | $ | 1,736 | | $ | 48,131 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2024 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | Adjusted | ||
| | | | | | | | | | | | | | | | | | | | | | Segment | |||
| | | Operating | | Depreciation | | Loss on | | Gain on | | Project | | | | Stock- | | EBITDA and | ||||||||
| | | Income | | and | | Disposal | | Sale of | | Development | | Preopening | | Based | | Adjusted | ||||||||
| | | (Loss) | | Amortization | | of Assets | | Stockman’s | | Costs | | Costs | | Compensation | | EBITDA | ||||||||
| Reporting segments | | | | | | | | | | | | | | | | | ||||||||
| Midwest & South | | $ | 20,631 | | $ | 24,969 | | $ | 18 | | $ | — | | $ | — | | $ | 119 | | $ | — | | $ | 45,737 |
| West | | (18,718) | | 16,997 | | — | | (1,926) | | — | | 2,345 | | — | | (1,302) | ||||||||
| Contracted <br>Sports Wagering | | | 9,503 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,503 |
| | | 11,416 | | 41,966 | | 18 | | (1,926) | | — | | 2,464 | | — | | 53,938 | ||||||||
| Other operations | | | | | | | | | | | | | | | | |||||||||
| Corporate | | (8,666) | | | 135 | | | — | | | — | | | 368 | | | — | | | 2,873 | | | (5,290) | |
| | | $ | 2,750 | | $ | 42,101 | | $ | 18 | | $ | (1,926) | | $ | 368 | | $ | 2,464 | | $ | 2,873 | | $ | 48,648 |
Cautionary Note Regarding Forward-looking Statements
This press release contains statements by us and our officers that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “expect,” “future,” “should,” “will” and similar references to future periods. Some forward-looking statements in this press release include details regarding our growth projects, including our expected construction budgets, estimated commencement and completion dates, and expected amenities; our expected operational performance for our growth projects, including Chamonix and American Place; our expectations regarding the timing of the ramp-up of operations of Chamonix and American Place; our expectations regarding the operation and performance of our other properties and segments; our expectations regarding the renovation-related disruptions at the Hyatt Regency Lake Tahoe Resort that houses our Grand Lodge Casino; our expectations regarding our ability to generate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent American Place facility; our expectations regarding our ability to refinance our outstanding debt; our expectations regarding the effect of management changes and operational improvements at our properties, including Chamonix; our expectations regarding the effect of our revamped marketing strategy at Chamonix, including our ability to access the Colorado Springs and southern Denver markets; and our sports wagering contracts with third-party providers, including the expected revenues and expenses, as well as our expectations regarding the potential usage of our idle sports skins by us or others.
Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such risks include, without limitation, our ability to repay and/or refinance our substantial indebtedness; our ability to finance the construction of the permanent American Place facility; our ability to complete construction at American Place, on-time and on-budget; legal or regulatory restrictions, delays, or challenges for our construction projects, including American Place; construction risks, disputes and cost overruns; the timing of the completion of renovations at the Hyatt Regency Lake Tahoe Resort that houses our Grand Lodge Casino; inflation, tariffs, immigration policies, and their potential impacts on labor costs and the price of food, construction, and other materials; the effects of potential disruptions in the supply chains for goods, such as food, lumber, and other materials; general macroeconomic conditions; our ability to effectively manage and control expenses; dependence on existing management; competition; uncertainties over the development and success of our expansion projects; the financial performance of our finished projects and renovations; effectiveness of expense and operating efficiencies; effectiveness of management changes and operational improvements at our properties; effectiveness of our marketing efforts; changes in guest visitation or spending patterns due to economic conditions, health, international relations or other concerns; cyber events and their impacts to our operations; and regulatory and business conditions in the gaming industry (including the possible authorization or expansion of gaming in the states we operate or nearby states). Additional information concerning potential factors that could affect our financial condition and results of operations is included in the reports we file with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently ended fiscal year and our other periodic reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
About Full House Resorts, Inc.
We own, lease, develop and operate gaming facilities throughout the country. Our properties include American Place in Waukegan, Illinois; Silver Slipper Casino and Hotel in Hancock County, Mississippi; Chamonix Casino Hotel and Bronco Billy’s Casino in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and Grand Lodge Casino, located within the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada. For further information, please visit www.fullhouseresorts.com.
Contact:
Lewis Fanger, President & Chief Financial Officer
Full House Resorts, Inc.
702-221-7800
www.fullhouseresorts.com
Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 3, 2026, 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 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 by that certain First Amendment to Credit Agreement, dated as of February 7, 2022, that certain Second Amendment to Credit Agreement, dated as of February 21, 2023, that certain Third Amendment to Credit Agreement, dated as of March 5, 2025, 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 all of the 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:
SECTION 1.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 Effective Date:
(a)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Final Maturity Date” as follows:
“Final Maturity Date” means August 15, 2027.
(b)Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Third Amendment Financial Statements” in its entirety.
(c)Section 1.01 of the Credit Agreement is hereby amended by adding the following as a new defined term in alphabetical order:
“Fourth Amendment Financial Statements” means (a) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, 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, 2025, June 30, 2025 and September 30, 2025, and the related consolidated statement of operations, shareholder’s equity and cash flows for the nine months then ended.
(d)Each of Section 6.01(g) and Section 6.01(j) of the Credit Agreement is hereby amended by replacing each reference to “Third Amendment Financial Statements” with “Fourth Amendment Financial Statements”.
SECTION 2.Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants, as of the 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 under the Credit Agreement, 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 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 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 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)As of the Effective Date, the Borrower has no Unrestricted Subsidiaries. 2
(g)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 3.Effectiveness. This Amendment shall be effective at the time that each of the conditions precedent set forth in this Section 3 shall have been satisfied or waived (such date, the “Effective Date”):
(a)Amendment. The Administrative Agent shall have received duly executed counterparts of this Amendment signed by the Loan Parties, each Lender party hereto (constituting all of the Lenders), each Issuing Lender and the Administrative Agent.
(b)Representations and Warranties. The representations and warranties set forth in Section 2 shall be true, correct and complete in all respects as of the Effective Date.
(c)No Default or Event of Default. No Default or Event of Default has occurred and is continuing on the 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 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).
(f)Legal Opinions. The Administrative Agent shall have received legal opinions of (i) Brownstein Hyatt Farber Schreck LLP, and (ii) Dentons Bingham Greenebaum 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.
(g)Secretary’s Certificates. The Administrative Agent shall have received 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 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. 3
(h)Closing Certificate. The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated as of the Effective Date, certifying as to (i) the satisfaction of the conditions set forth in this Section 3 and (ii) the compliance with the representations and warranties set forth in Section 6.01(g) of the Credit Agreement.
(i)Solvency Certificate. The Administrative Agent shall have received 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 transactions on the Effective Date).
(j)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.
(k)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.
(l)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.
(m)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.
(n)Extension Fee. The Borrower shall have paid to the Administrative Agent, for the account of each Lender under the Credit Agreement who has consented to this Amendment, an extension fee equal to 0.10% of such Lender’s Revolving Credit Commitment under the Credit Agreement on the Effective Date. 4
SECTION 4.Reaffirmation. Each Loan Party (a) acknowledges and agrees that all of such Loan Party’s obligations under the Loan Documents (as amended, modified, extended or affected hereby) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as amended, modified, extended 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, extended or affected hereby) and the Guarantees of the Obligations (as amended, modified, extended or affected hereby) 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 5.Release. Subject to the occurrence of the Effective Date, each Loan Party hereby releases the Administrative Agent, the Lenders, the other Secured Parties and each of their Affiliates and subsidiaries and each of their respective officers, directors, employees, shareholders, agents and representatives as well as their respective successors and assigns (collectively, the “Released Parties”) from any and all claims, obligations, rights, causes of action, and liabilities, of whatever kind or nature, whether known or unknown, arising before the Effective Date, which any Loan Party ever had, now has or, to the extent arising prior to the Effective Date, hereafter shall have for, upon or by reason of any matter, cause or thing whatsoever, which are based upon, arise under or are related to the Loan Documents; provided that, the foregoing release shall not extend to any claim arising out of the bad faith, gross negligence, fraud or willful misconduct of any Released Party as determined by a final non-appealable judgment by a court of competent jurisdiction. Notwithstanding anything to the contrary contained above, the foregoing release does not apply to any claims, obligations, rights, causes of action, and liabilities (or losses, damages, judgments, levies and executions resulting therefrom) first arising on or after the Effective Date.
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 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 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.
(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 Effective Date or any Default or Event of Default which may occur after the 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 Effective Date, or which may occur after the Effective Date. 5
(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 that 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]
6
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: | |
| | | |
| | FULL HOUSE RESORTS, INC. | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: President, Chief Financial Officer, and Treasurer | |
| | | |
| | | |
| | | |
| | | |
| | GUARANTORS: | |
| | | |
| | FHR-ATLAS LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | FHR-COLORADO LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | FULL HOUSE SUBSIDIARY, INC. | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | FULL HOUSE SUBSIDIARY II, INC. | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | |
[Signature Page to Fourth Amendment to Credit Agreement]
| | ||
|---|---|---|
| | GAMING ENTERTAINMENT (INDIANA) LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | GAMING ENTERTAINMENT (KENTUCKY) LLC | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | GAMING ENTERTAINMENT (NEVADA) LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | RICHARD AND LOUISE JOHNSON, LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | SILVER SLIPPER CASINO VENTURE LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | STOCKMAN’S CASINO | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer | |
| | | |
| | | |
| | FHR-ILLINOIS LLC | |
| | | |
| | By: | /s/ Lewis Fanger |
| | Name: Lewis Fanger | |
| | Title: Vice President and Treasurer |
[Signature Page to Fourth Amendment to Credit Agreement]
| | ||
|---|---|---|
| | CAPITAL ONE, NATIONAL ASSOCIATION,as Administrative Agent, an Issuing Lender and a Lender | |
| | | |
| | By: | /s/ Jay Patel |
| | Name: Jay Patel | |
| | Title: Duly Authorized Signatory |
[Signature Page to Fourth Amendment to Credit Agreement]