BALLY’S CORPORATION and U.S. BANK NATIONAL ASSOCIATION, Trustee FORM OF INDENTURE Dated as of [ ] CROSS-REFERENCE TABLE*Indenture • March 18th, 2021 • Bally's Corp • Hotels & motels • New York
INDENTURE, dated as of [ ], by and between Bally’s Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
11,000,000 Shares BALLY’S CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 15, 2021Underwriting Agreement • April 20th, 2021 • Bally's Corp • Hotels & motels • New York
DATED _________________________ 2021 GAMESYS GROUP LIMITED (1) and ROBESON REEVES (2) SERVICE AGREEMENTService Agreement • August 8th, 2022 • Bally's Corp • Hotels & motels • England and Wales
RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) Twin River Worldwide Holdings, Inc.Restricted Stock Unit Award Agreement • March 13th, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”) is made as of __________ (the “Grant Date”) between Twin River Worldwide Holdings, Inc. (the “Company”), and _____________ (“Participant”), pursuant to the terms of the Twin River Worldwide Holdings, Inc. 2015 Stock Incentive Plan (the “Plan”). Any capitalized term used herein but not defined herein shall have the meaning set forth in the Plan.
RESTRICTED STOCK UNIT AWARD AGREEMENT Twin River Worldwide Holdings, Inc. 2015 Stock Incentive PlanRestricted Stock Unit Award Agreement • March 13th, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”) is made as of April 2, 2019 (the “Grant Date”) between Twin River Worldwide Holdings, Inc. (the “Company”), and Stephen H. Capp (“Participant”), pursuant to the terms of the Twin River Worldwide Holdings, Inc. 2015 Stock Incentive Plan (the “Plan”). Any capitalized term used herein but not defined herein shall have the meaning set forth in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2021 • Bally's Corp • Hotels & motels • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), signed on the date set forth on the signature page, is between Twin River Worldwide Holdings Inc., a Delaware corporation (the “Company”), and Marc Crisafulli (“Executive”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 14, 2018, among TWIN RIVER MANAGEMENT GROUP, INC., a Delaware corporation (the “Borrower”), TWIN RIVER WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Subsidiary Guarantors (as defined in the Credit Agreement described below), each of the undersigned Lenders (defined below), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
EQUITY PURCHASE AGREEMENT dated as of APRIL 24, 2020 by and amongEquity Purchase Agreement • April 24th, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2020, by and among Eldorado Shreveport #1, LLC, a Nevada limited liability company (“Shreveport Seller 1”), Eldorado Shreveport #2, LLC, a Nevada limited liability company (“Shreveport Seller 2”), New Tropicana OpCo, Inc., a Delaware corporation (“MontBleu Seller”) (each of Shreveport Seller 1, Shreveport Seller 2 and MontBleu Seller, a “Seller” and collectively the “Sellers”), Eldorado Casino Shreveport Joint Venture, a Louisiana partnership (“Shreveport JV”), Columbia Properties Tahoe, LLC, a Nevada limited liability company (“Columbia Properties” and each of Shreveport JV and Columbia Properties a “Company” and collectively such entities are referred to herein as the “Companies”), Twin River Management Group, Inc., a Delaware corporation (“TRMG”) (each of TRMG and one or more newly formed Delaware corporations, limited liability companies or limited partnerships that are direct or indirect Sub
First Amendment to Master Video Lottery Terminal ContractMaster Video • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island
This First Amendment to Master Video Lottery Contract (this “First Amendment”) is made and entered into on this 4th day of November, 2010, by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (formerly known as the Division of Lotteries of the Rhode Island Department of Administration), with its principal address at 1425 Pontiac Avenue, Cranston, Rhode Island 02920 (the “Division”), and UTGR, Inc., a Delaware corporation with its principal office located at 100 Twin River Road, Lincoln, Rhode Island 02865, as reorganized under the Plan (as defined below) (as so reorganized, “UTGR”), and amends that certain Master Video Lottery Terminal Contract by and between the Division and UTGR dated as of July 18, 2005 (the “Master Contract”). The Division and UTGR are referred to herein collectively as the “Parties,” and individually, as a “Party.” This First Amendment shall take effect as set forth in Section 2 below.
Gaming & Leisure Properties, Inc. 845 Berkshire Blvd. Wyomissing, PA 19610 April 13, 2021Bally's Corp • April 13th, 2021 • Hotels & motels • New York
This agreement sets forth the irrevocable commitment of Gaming & Leisure Properties, Inc. (“GLPI”) to make an equity contribution in Bally’s Corporation (“Bally’s”) on the terms set forth herein and subject solely to the conditions Section 3 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of March 29, 2016 (the “Effective Date”), by and between Twin River Management Group, Inc., a Delaware corporation (“TRMG”), and George Papanier (“Executive”).
SECOND AMENDMENT TO MASTER VIDEO LOTTERY TERMINAL CONTRACTMaster Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels
This Second Amendment to Master Video Lottery Contract (the “Second Amendment”) is made and entered into on this 31st of May, 2012, by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (formerly known as the Division of Lotteries of the Rhode Island Department of Administration), with its principal address at 1425 Pontiac Avenue, Cranston, Rhode Island 02920 (the “Division”), and Newport Grand, LLC, a Rhode Island Limited Liability Company, with its principal address at 150 Admiral Kalbfus Road, Newport, Rhode Island 02840 (“Newport Grand”). This Second Amendment amends that certain Master Video Lottery Terminal Contract by and between the Division and Newport Grand dated as of November 23, 2005 as amended by Amendment dated January 25, 2006 and that certain First Amendment to Master Video Lottery Terminal Contract by and between the Division and Newport Grand dated December 21, 2010 (the “First Amendment”), (collect
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 21, 2015, among TWIN RIVER MANAGEMENT GROUP, INC., a Delaware corporation (the “Borrower”), TWIN RIVER WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Subsidiary Guarantors (as defined in the Credit Agreement described below), each of the undersigned Lenders (defined below), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island
This EMPLOYMENT AGREEMENT (this "Agreement") is effective as of [July 10], 2013 (the "Effective Date"), by and between Twin River Management Group, Inc. , a Delaware corporation ("TRMG"), and Craig L. Eaton ("Executive").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 23, 2015, among TWIN RIVER MANAGEMENT GROUP, INC, a Delaware corporation (the “Borrower”), TWIN RIVER WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Subsidiary Guarantors (as defined in the Credit Agreement described below), each of the undersigned Lenders (defined below), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
EQUITY PURCHASE AGREEMENT dated as of September 30, 2020 by and among Twin River Management Group, Inc., The Rock Island Boatworks, Inc., Rock Island Foodservice, Inc., Delaware North Companies Gaming & Entertainment, Inc., Delaware North Companies,...Equity Purchase Agreement • October 1st, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This Equity Purchase Agreement, dated as of September 30, 2020 (this “Agreement”), is by and among Twin River Management Group, Inc., a Delaware corporation (“Purchaser”), The Rock Island Boatworks, Inc., an Illinois corporation (the “Company”), Rock Island Foodservice, Inc., an Illinois corporation, a wholly-owned Subsidiary of the Company (“Foodservice”), Delaware North Companies Gaming & Entertainment, Inc., a Delaware corporation (“Seller”), and, solely with respect to Sections 5.8, 5.15 and 9.17, Delaware North Companies, Incorporated, a Delaware corporation (“Parent”), and, solely with respect to Section 9.18, Twin River Worldwide Holdings, Inc., a Delaware corporation (“TRWH”).
FIRST AMENDMENT TO “VIDEO LOTTERY TERMINAL CONTRACT by and between the Division of Lotteries of the Rhode Island Department of Administration and Newport Grand Jai Alai, LLC Dated November 23, 2005” Dated January 25, 2006Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels
This First Amendment to that certain Master Video Lottery Terminal Contract by and between the Division of Lotteries of the Rhode Island Department of Administration and Newport Grand Jai Alai, LLC Dated November 23, 2005 (“First Amendment”) is made this 25th day of January, 2006, by and between the Division of Lotteries of the Rhode Island Department of Administration (the “Division”), an agency of the State of Rhode Island with its principal address at 1425 Pontiac Avenue, Cranston, Rhode Island 02920, and Newport Grand, LLC (“Newport Grand”), a Rhode Island limited liability company with its principal office located at 150 Admiral Kalbfus Road, Newport, Rhode Island 02840.
TWIN RIVER WORLDWIDE HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This AGREEMENT (this “Agreement”), is made effective as of the 10th day of July 2013 (the “Date of Grant”) between Twin River Worldwide Holdings, Inc., a Delaware corporation (the “Company”), and Glenn Carlin (the “Participant”):
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Bally's Corp • Hotels & motels • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 23, 2023 and effective as of the First Amendment Effective Date (as hereinafter defined), is made by DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent under the Existing Credit Agreement (as hereinafter defined) (in such capacity, “Administrative Agent”).
SEPARATION AGREEMENT AND RELEASEBetweenBALLY’S CORPORATION (fka TWIN RIVER WORLDWIDE HOLDINGS INC.)AndSTEPHEN H. CAPPSeparation Agreement • March 14th, 2022 • Bally's Corp • Hotels & motels
Stephen H. Capp has an Employment Agreement with Twin River Worldwide Holdings Inc., now known as Bally’s Corporation (the “Employment Agreement”), dated December 28, 2018. The terms and conditions of the Employment Agreement are incorporated in this Separation and release Agreement by reference. Stephen H. Capp’s employment with Bally’s Corporation will end on April 30, 2022 (the “Separation Date”). The termination of Mr. Capp’s employment will not constitute “Justifiable Cause” as defined in the Employment Agreement. The purpose of this Separation Agreement and Release is to state the conditions of separation of Stephen H. Capp from Bally’s Corporation, and to resolve any disputes that might exist between Mr. Capp and Bally’s Corporation and its subsidiaries and affiliates. In this Separation Agreement and Release, “Employee” means Stephen H. Capp, his heirs, beneficiaries, executors, successors, assigns, and all others claiming an interest through him. “The Company” means Bally’s Co
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • May 10th, 2021 • Bally's Corp • Hotels & motels
This EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment"), effective as of March 15, 2021, is between Bally's Corporation, a Delaware corporation formerly known as Twin River Worldwide Holdings, Inc. (the "Company") and Marc A. Crisafulli ("Executive" and, together with the Company, the "Parties").
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Nevada
This SECOND AMENDMENT TO LICENSE AGREEMENT (this "Amendment") is made as of July 10, 2014 by and among Hard Rock Hotel Licensing, Inc., a Florida corporation ("Licensor"), Premier Entertainment Biloxi LLC, a Delaware limited liability company ("Licensee"), and Twin River Management Group, Inc., a Delaware corporation ("Twin River").
ContractCommon Stock Purchase Warrant • March 10th, 2021 • Bally's Corp • Hotels & motels • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 9, 2017, among TWIN RIVER MANAGEMENT GROUP, INC., a Delaware corporation (the “Borrower”), TWIN RIVER WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Subsidiary Guarantors (as defined in the Credit Agreement described below), each of the undersigned Lenders (defined below), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 10th, 2021 • Bally's Corp • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of February 3, 2021, among Bally’s Corporation (f/k/a Twin River Worldwide Holdings, Inc.), a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein, as amended and supplemented from time to time) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).
Fifth Amendment to Master Video Lottery Terminal ContractTwin River Worldwide Holdings, Inc. • January 25th, 2019 • Hotels & motels
This Fifth Amendment to Master Video Lottery Terminal Contract (this “Fifth Amendment”) is made and entered into on this 2nd day of May, 2017, by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island, with its principal address at 1425 Pontiac Avenue, Cranston, Rhode Island 02920 (the “Division”) and UTGR, Inc., a Delaware corporation with its principal office located at 100 Twin River Road Lincoln, Rhode Island 02865 (“UTGR”), and amends that certain Master Video Lottery Terminal Contract by and between the Division and UTGR dated as of July 18, 2005 (the “Master Contract”), as amended by that certain First Amendment to Master Video Lottery Terminal Contract by and between the Division and UTGR dated November 4, 2010 (the “First Amendment”), that certain Second Amendment to Master Video Lottery Terminal Contract by and between the Division and UTGR dated May 3, 2012 (the “Second Amendment”), that certain Third Amendment
AMENDMENT NO. 2Regulatory Agreement • November 6th, 2020 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island
AMENDMENT NO. 2 (this "Amendment"), dated as of October 6, 2020, to that certain Amended and Restated Regulatory Agreement, dated and effective as of November 13, 2019 (as amended on April 27, 2020, the "Agreement"), by and among the Rhode Island Department of Business Regulation, an agency of the State of Rhode Island ("DBR"), the Division of Lotteries of the Rhode Island Department of Revenue (the "Division"), Twin River Worldwide Holdings, Inc., a Delaware corporation ("TRWH"), Twin River Management Group, Inc., a Delaware corporation and a wholly owned subsidiary of TRWH ("TRMG"), UTGR, Inc., a Delaware corporation and wholly owned subsidiary of TRMG ("UTGR"), and Twin River-Tiverton, LLC, a Delaware limited liability company and wholly owned subsidiary of TRMG ("Tiverton"). All capitalized terms used in this Amendment which are not herein defined shall have the same meanings ascribed to them in the Agreement (as defined herein).
SIXTH AMENDMENT TO NEWPORT GRAND MASTER VIDEO LOTTERY TERMINAL CONTRACTMaster Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island
This Agreement (this “Agreement”) is made and entered into as of this 12th day of March, 2018, and effective as set forth in Section 3 below, is by and among the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island, with its principal address at 1425 Pontiac Avenue, Cranston, Rhode Island 02920 (the “Division”) and Premier Entertainment II, LLC d/b/a Newport Grand, a Delaware limited liability company, with its principal address at 150 Admiral Kalbfus Road, Newport, Rhode Island 02840 (“Premier”) and Twin-River-Tiverton, LLC, a Delaware limited liability company with its principal address at 100 Twin River Road, Lincoln, Rhode Island 02865 (“Twin River-Tiverton”).
assignment, assumption and amendment of regulatory agreementOperating Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This ASSIGNMENT, ASSUMPTION AND AMENDMENT OF REGULATORY AGREEMENT dated as of October 31, 2018 (this “Agreement”), and effective as of the “Effective Date,” as defined in Section 5.1 below, is made by and among the Rhode Island Department of Business Regulation, an agency of the State of Rhode Island (“DBR”), the Division of Lotteries of the Rhode Island Department of Revenue (the “Division”), Twin River Worldwide Holdings, Inc., a Delaware corporation (“TRWH”), Twin River Management Group, Inc., a Delaware corporation and a wholly owned subsidiary of TRWH (“TRMG”), UTGR, Inc., a Delaware corporation and wholly owned subsidiary of TRMG (“UTGR”), Premier Entertainment II, LLC, a Delaware limited liability company and wholly owned subsidiary of TRMG (“PE II”) and Twin River-Tiverton, LLC, a Delaware limited liability company and wholly owned subsidiary of TRMG (“TRT”, and, together with UTGR, each a “Rhode Island Company” and together, the “Rhode Island Companies”). The Rhode Island Comp
RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) Twin River Worldwide Holdings, Inc.Restricted Stock Unit Award Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”) is made as of [●] (the “Grant Date”) between Twin River Worldwide Holdings, Inc. (the “Company”), and [●] (“Participant”), and is made pursuant to the terms of the Twin River Worldwide Holdings, Inc. 2015 Stock Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
LEUCADIA NATIONAL CORPORATION 316 Park Avenue South/New York, New York 10010-3007 / 212-400-1900, Fax 212 698 4869Investment Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels
Leucadia National Corporation ("Leucadia"), through a subsidiary thereof, and Lawrence S. Hershfield, a member of Ranch Capital ("Ranch"), desire to acquire one-hundred percent (100%) of the equity interest of AA Capital Equity Fund, L.P., a Delaware limited partnership ("AA Capital") and AA Capital Biloxi Co-Investment Fund, L.P., a Delaware limited partnership ("AA Investment", with AA Investment and AA Capital, together, "AA") in Premier Entertainment Biloxi LLC ("Premier"), such interests consisting of (i) one-hundred percent (100*) of the issued and outstanding Class A Preferred Units of Premier (the "Class A Preferred Units"), representing one-hundred percent (100%) of the preferred equity of Premier, and (ii) one hundred percent (100*) of the Class B Common Units of Premier (the "Class B Common Units" and, together with the Class A Preferred Units, the "AA Units"), representing forty-four percent (44%) of the common equity of Premier on a fully diluted basis.
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • March 10th, 2021 • Bally's Corp • Hotels & motels
This EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment"), effective as of February 23, 2021, is between Baily's Corporation, a Delaware corporation formerly known as Twin River Worldwide Holdings, Inc. (the "Company") and Stephen H. Capp ("Executive" and, together with the Company, the "Parties").
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 1st, 2023 • Bally's Corp • Hotels & motels
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 30, 2022, among Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation, Tropicana Las Vegas Intermediate Holdings Inc., a Delaware corporation, Tropicana Las Vegas, Inc., a Delaware corporation, and The Shops at Tropicana Las Vegas, LLC, a Nevada limited liability company (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Bally’s Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF MASTER VIDEO LOTTERY TERMINAL CONTRACTTwin River Worldwide Holdings, Inc. • January 25th, 2019 • Hotels & motels • Newport
This Assignment, Assumption and Amendment of Master Video Lottery Terminal Contract (“Assignment”) is made by and between PREMIER ENTERTAINMENT II, LLC, a Delaware limited liability company (“Assignor”), and TWIN RIVER-TIVERTON LLC, a Delaware limited liability company (“Assignee”). The Rhode Island Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (formerly known as the Division of Lotteries of the Rhode Island Department of Administration) (the “Division”) is a party solely for purposes of Section 10. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master VLT Contract.
CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York
THIS CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 18, 2018, among TWIN RIVER MANAGEMENT GROUP, INC., a Delaware corporation (the “Borrower”), TWIN RIVER WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Subsidiary Guarantors (as defined in the Credit Agreement described below), each of the undersigned Lenders (defined below), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
