Exhibit








EXHIBIT 4.1


FIRST AMENDMENT TO INDENTURE


This FIRST AMENDMENT TO INDENTURE (this “Amendment”), is entered into as of June 20, 2018, by and between Full House Resorts, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein), and Wilmington Trust, National Association, as trustee (the “Trustee”), as Collateral Agent, and as Calculation Agent. 
RECITALS
WHEREAS, Company and Trustee are parties to that certain Indenture, dated as of February 2, 2018 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”); and
WHEREAS, Company and Trustee, with the consent of the Required Noteholders, desire to amend the definition of “Consolidated EBITDA” in the Indenture.
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.Amendments.  Company and Trustee hereby amend the Indenture as set forth below:
(a)The definition of “Consolidated EBITDA” contained in Article 1 of the Indenture is hereby amended by deleting the final sentence thereof and replacing it with the following:
“Notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any period that includes the quarterly periods ending March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017, and March 31, 2018, the Consolidated EBITDA for each such quarterly period shall be deemed to be $4,594,000, $3,688,000, $6,379,000, $2,339,000, and $5,173,000, respectively.”
3.Ratification.  Except as specifically amended hereby, the Indenture and the Collateral Documents shall remain in full force and effect and are hereby ratified and confirmed.  
4.Counterparts.  This Amendment may be executed in any number of counterparts, by electronic or other means, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement.
5.Governing Law.  This Amendment shall be governed exclusively by and construed in accordance with the laws of the State of New York.  Each of the Company and Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment, the Indenture, the Notes, or the transactions contemplated hereby.


6.The Trustee.  The recitals contained herein, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Amendment. In the performance of its obligations hereunder, the Trustee shall be provided with all rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Indenture.




[Signatures to follow]











IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.






	
					
	 
	COMPANY:

	 
	 
	 
	 
	 

	 
	 
	FULL HOUSE RESORTS, INC.

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Senior Vice President, Chief Financial Officer & Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	GUARANTORS:

	 
	 
	 
	 
	 

	 
	 
	FULL HOUSE SUBSIDIARY, INC.

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Vice President & Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	FULL HOUSE SUBSIDIARY II, INC.

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Vice President & Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	STOCKMAN’S CASINO

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Vice President & Treasurer















	
					
	 
	 
	GAMING ENTERTAINMENT (INDIANA) LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	GAMING ENTERTAINMENT (NEVADA) LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	SILVER SLIPPER CASINO VENTURE LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	GAMING ENTERTAINMENT (KENTUCKY) LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	RICHARD & LOUISE JOHNSON, LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Treasurer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	FHR-COLORADO LLC

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lewis Fanger

	 
	 
	 
	Name: Lewis Fanger

	 
	 
	 
	Title: Vice President & Treasurer















	
					
	 
	 
	TRUSTEE:

	 
	 
	 
	 
	 

	 
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lynn M. Steiner

	 
	 
	 
	Name: Lynn M. Steiner

	 
	 
	 
	Title: Vice President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	COLLATERAL AGENT:

	 
	 
	 
	 
	 

	 
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lynn M. Steiner

	 
	 
	 
	Name: Lynn M. Steiner

	 
	 
	 
	Title: Vice President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	CALCULATION AGENT:

	 
	 
	 
	 
	 

	 
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Lynn M. Steiner

	 
	 
	 
	Name: Lynn M. Steiner

	 
	 
	 
	Title: Vice President