Exhibit 10.1


EXECUTION VERSION


 


INCREMENTAL AMENDMENT


 


THIS INCREMENTAL AMENDMENT
(this “Incremental Amendment”) is entered into as of March 26, 2019, 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 financial institutions party hereto as lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such
capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Incremental Amendment
have the meanings given them in the Credit Agreement (defined below).


 


RECITALS


 


A.               
The Borrower and Holdings are party to that certain Credit Agreement dated as of July 10, 2014 (as amended by that certain
First Amendment to Credit Agreement dated as of May 21, 2015 (the “First Amendment”), that certain Second
Amendment to Credit Agreement dated as of December 23, 2015 (the “Second Amendment”), that certain Incremental
Amendment dated as of June 7, 2016 (the “First Incremental Amendment”), that certain Incremental Amendment
dated as of October 14, 2016 (the “Second Incremental Amendment”), that certain Third Amendment to Credit
Agreement dated as of October 31, 2016 (the “Third Amendment”), that certain Fourth Amendment to Credit
Agreement dated as of February 9, 2017 (the “Fourth Amendment”), that certain Fifth Amendment to Credit
Agreement dated as of February 14, 2018 (the “Fifth Amendment”), that certain Sixth Amendment to Credit
Agreement dated as of December 19, 2018 (the “Sixth Amendment”), and as the same may be further amended,
restated, or supplemented from time to time, the “Credit Agreement”), among the Borrower, Holdings, the
lenders from time to time party thereto (collectively, the “Lenders” and each individually, a “Lender”),
and Deutsche Bank AG New York Branch as administrative agent for the Lenders and as collateral agent for the Secured Parties.


 


B.                
The Borrower has requested that the lenders identified on Schedule 1 attached hereto (each, an “Incremental
Lender” and, collectively, the “Incremental Lenders”) severally provide additional Revolving
Credit Commitments (the “Increase Revolving Credit Commitments”) on the Incremental Effective Date (as
defined below) in an aggregate amount of $50,000,000 pursuant to Section 2.25 of the Credit Agreement.


 


C.                
The Incremental Lenders are willing to provide such Increase Revolving Credit Commitments subject to the terms and conditions
set forth herein.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:


 


1.                 
Increase Revolving Credit Commitments.


 


(a)              
Each Incremental Lender that is not, prior to the effectiveness of this Incremental Amendment, a Lender under the Credit
Agreement, hereby agrees that upon, and subject to, the occurrence of the Incremental Effective Date, such Incremental Lender shall
be deemed to be, and shall become, a “Lender” and a “Revolving Credit Lender” for all purposes of, and
subject to all the obligations of a “Lender” and a “Revolving Credit Lender” under the Credit Agreement
and the other Loan Documents.


 






     

     


    

 


(b)              
Each Incremental Lender hereby agrees, severally and not jointly, to provide Increase Revolving Credit Commitments to the
Borrower on the Incremental Effective Date in an amount equal to the amount set forth opposite such Incremental Lender’s
name under the heading “Increase Revolving Credit Commitment” on Schedule 1 to this Incremental Amendment.


 


(c)              
Each Loan Party and Administrative Agent hereby agree that from and after the Incremental Effective Date, each Incremental
Lender shall be deemed to be, and shall become, a “Lender” and a “Revolving Credit Lender” for all purposes
of, and with all the rights and remedies of a “Lender” and a “Revolving Credit Lender” under the Credit
Agreement and the other Loan Documents.


 


(d)              
Upon the effectiveness of the Increase Revolving Credit Commitments, the Administrative Agent, the Borrower and the Revolving
Credit Lenders shall take the actions, and make the adjustments, borrowings, repayments and reallocations contemplated by, Section
2.25(k) of the Credit Agreement.


 


2.                 
Terms and Agreements.


 


(a)              
The Increase Revolving Credit Commitments provided pursuant to this Incremental Amendment shall constitute “Revolving
Credit Commitments” for all purposes under the Credit Agreement and the other Loan Documents, shall be added to and become
part of the Revolving Credit Facility and shall (and all Revolving Loans incurred under such Increase Revolving Credit Commitments
shall) (x) be Loans and Obligations under the Credit Agreement and the other applicable Loan Documents, and (y) rank pari passu
in right of payment and be secured by the relevant Security Documents, and guaranteed under the Guarantee and Collateral Agreement,
on a pari passu basis with all Obligations relating to the other Closing Date Term Loans, Incremental Term Loans, if any,
Revolving Loans, Letters of Credit (including L/C Obligations) and the Closing Date Term Loan Commitments, Incremental Term Loan
Commitments, if any, and Revolving Credit Commitments (including the Revolving Obligations) secured by each such Security Document
and guaranteed under the Guarantee and Collateral Agreement.


 


(b)              
The terms and provisions (including Applicable Margins, benchmark interest rate floors, unused commitment fees and Letter
of Credit fees) of the Increase Revolving Credit Commitments provided pursuant to this Incremental Amendment and Revolving Loans
incurred, and Letters of Credit issued, thereunder shall be identical to those of the existing Revolving Credit Commitments and
the Revolving Loans incurred, and Letters of Credit issued, thereunder.


 


3.                 
Representations and Warranties. Each Loan Party represents and warrants that:


 


(a)              
as of the Incremental Effective Date, all representations and warranties contained in the Credit Agreement and in the other
Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties
had been made on the Incremental Effective Date (it being understood and agreed that (x) any representation or warranty which by
its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified
date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct in all respects on such date); and


 






    	 	2	 



     


    

 


(b)              
both on the date the Borrower requested the Increase Revolving Credit Commitments and on the Incremental Effective Date,
no Default or Event of Default has occurred and is continuing or will result therefrom.


 


(c)              
the information in the Beneficial Ownership Certificate is true and accurate in all material respects as of the Incremental
Effective Date.


 


4.                 
Conditions. This Incremental Amendment, and the obligations of the Incremental Lenders to provide their respective
Increase Revolving Credit Commitments, as specified in Section 1 hereof, shall become effective on and as of the Business Day on
which the conditions set forth below shall have been satisfied (the “Incremental Effective Date”), including:


 


(i)                
both at the time of the Borrower’s request for the Increase Revolving Credit Commitments to be provided pursuant to
this Incremental Amendment and on the Incremental Effective Date, no Default or Event of Default has occurred and is continuing
or will result therefrom;


 


(ii)             
all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct
in all material respects with the same effect as though such representations and warranties had been made on the Incremental Effective
Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or
warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be
true and correct in all respects on such date);


 


(iii)           
the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to the incurrence of the Increase
Revolving Credit Commitments to be provided pursuant to this Incremental Amendment is less than 3.00:1.00, determined on the basis
of the financial statements most recently required to have been delivered to the Administrative Agent pursuant to Section 5.04
of the Credit Agreement, it being understood that such pro forma calculation shall be made as if such Increase Revolving Credit
Commitments being incurred had been drawn in full and were outstanding on the last day of the period covered by such financial
statements and after giving effect to the use of such proceeds;


 


(iv)            
the aggregate amount of the request (and provision therefor) for Increase Revolving Credit Commitments to be provided pursuant
to this Incremental Amendment shall be in a minimum aggregate amount for all Incremental Lenders of at least $25,000,000 (or such
lesser amount that is acceptable to the Administrative Agent);


 






    	 	3	 



     


    

 


(v)              
the aggregate amount of all Increase Revolving Credit Commitments, Increase Closing Date Term Loan Commitments and Incremental
Term Loan Commitments made available pursuant to Section 2.25 of the Credit Agreement on or prior to the Incremental Effective
Date (including the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment) does not exceed
$125,000,000;


 


(vi)            
the Borrower shall have delivered to the Administrative Agent for distribution to each Lender a certificate executed by
a Responsible Officer of the Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements
of preceding clauses (i) through (v), inclusive, and (B) containing the calculations (in reasonable detail) required by the preceding
clause (iii);


 


(vii)         
Holdings and its respective Subsidiaries shall have delivered to the Administrative Agent such technical amendments, modifications
and/or supplements to the respective Security Documents as are reasonably requested by the Administrative Agent to ensure that
all Increase Revolving Credit Commitments and Revolving Loans subsequently incurred thereunder, and Letters of Credit issued, as
applicable (and all interest, fees and other amounts payable thereon), pursuant to such Increase Revolving Credit Commitments (and
related Obligations) are secured by, and entitled to the benefits of, the relevant Security Documents on a pari passu basis
with the then existing Obligations secured by each such Security Document;


 


(viii)       
the Administrative Agent shall have received (i) a certificate as to the good standing or existence (as applicable) of each
Loan Party as of a recent date, from the Secretary of State of such Loan Party’s state of organization; (ii) a certificate
of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Effective Date and certifying (A) that there has
been no change to the Organizational Documents of the Loan Parties most recently delivered to Administrative Agent in connection
with the Credit Agreement (or if any such changes have been made, attaching such amended Organizational Documents), (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the board of directors or other appropriate authority of such
Loan Party authorizing the execution, delivery and performance of this Incremental Amendment and, in the case of the Borrower,
the borrowings hereunder (if any), and that such resolutions have not been modified, rescinded or amended and are in full force
and effect and (C) as to the incumbency and specimen signature of each officer executing this Incremental Amendment any other document
delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate from the chief financial officer of Holdings
certifying that the Loan Parties, after giving effect to the Increase Revolving Credit Commitments (and any Revolving Loans to
be borrowed thereunder on the Incremental Effective Date), are Solvent on a consolidated basis;


 


(ix)            
the Administrative Agent shall have received opinions in form and substance substantially similar to the opinions delivered
on the Closing Date pursuant to Section 4.02(a) of the Credit Agreement, reasonably satisfactory to the Administrative Agent;


 






    	 	4	 



     


    

 


(x)              
the Administrative shall have received (i) a copy of a completed “Life of Loan” standard flood hazard determination
evidencing as to whether (1) any improved Mortgaged Properties are located in a Flood Zone and (2) the communities in which any
such improved Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any
such improved Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative
Agent (1) as to the existence of each such Mortgaged Property and (2) as to whether the communities in which such improved Mortgaged
Properties are located are participating in the National Flood Insurance Program, and (iii) if any such improved Mortgaged Properties
are located in communities that participate in the National Flood Insurance Program, evidence that the applicable Loan Party has
obtained flood insurance in respect of such improved Mortgaged Properties in an amount and otherwise sufficient to comply with
the National Flood Insurance Program as set forth in the Flood Laws;


 


(xi)            
the Incremental Lenders and the Administrative Agent shall have received all fees and other amounts due and payable to them
on or prior to the Incremental Effective Date, including, to the extent invoiced, reimbursement for all reasonable and documented
out-of-pocket costs and expenses, including the reasonable and documented fees and disbursements of counsel, incurred by Administrative
Agent in connection with this Agreement; and


 


(xii)         
if a Borrowing of Revolving Loans under the Increase Revolving Credit Commitments is being made on the Incremental Effective
Date, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Credit Agreement.


 


(xiii)       
the Administrative Agent shall have received, at least five (5) Business Days prior to the Incremental Effective Date (or
such later date as Administrative Agent may agree to), a Beneficial Ownership Certification (as defined in and required by 31 C.F.R.
§ 1010.230 (the “Beneficial Ownership Regulation”)) in relation to the Borrower if it qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation.


 


5.                 
Miscellaneous.


 


(a)              
Headings. The headings and captions used in this Incremental Amendment are for convenience only and will not be deemed
to limit, amplify or modify the terms of this Incremental Amendment, the Credit Agreement, or the other Loan Documents.


 


(b)              
Successors and Assigns. This Incremental Amendment shall be binding upon and inure to the benefit of each of the
undersigned and their respective successors and permitted assigns.


 


(c)              
Multiple Counterparts. This Incremental Amendment may be executed in any number of counterparts with the same effect
as if all signatories had signed the same document. All counterparts must be construed together to constitute one and the same
instrument. This Incremental Amendment may be transmitted and signed by facsimile, portable document format (PDF), and other electronic
means. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect
as manually-signed originals and shall be binding on the Loan Parties, the Administrative Agent and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a manually-signed original; provided that,
the failure to request or deliver the same shall not limit the effectiveness of any facsimile, PDF, or other electronic document
or signature.


 






    	 	5	 



     


    

 


(d)              
GOVERNING LAW. THIS INCREMENTAL AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER STATE’S LAW.


 


(e)              
ENTIRETY. This Incremental Amendment is a Loan Document. The Credit Agreement (as supplemented hereby) and the other
Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof.


 


(f)               
EFFECT OF INCREMENTAL AMENDMENT. Notwithstanding the title of this instrument (i.e., “Incremental Amendment”),
this Incremental Amendment is not intended to and shall not have the effect of modifying or amending the Credit Agreement in any
respect other than to implement the Increase Revolving Credit Commitments, as contemplated in Section 2.25 of the Credit Agreement
(when it was first executed on July 10, 2014 and in its current form as of the date hereof). The ability of the Borrower to incur
the Increase Revolving Credit Commitments was contemplated and provided for in Section 2.25 of the Credit Agreement (when it was
first executed on July 10, 2014 and in its current form as of the date hereof), subject to the conditions set forth therein, including
without limitation that the aggregate amount of all Increase Revolving Credit Commitments (including the Increase Revolving Credit
Commitments to be provided pursuant to this Incremental Amendment), Increase Closing Date Term Loan Commitments and Incremental
Term Loan Commitments made available pursuant thereto shall not exceed $125,000,000. The ability to incur the Increase Revolving
Credit Commitments provided for in the Credit Agreement and being implemented herein was unaffected by any of First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment or the Sixth Amendment.


 


[Signatures appear on the following pages.]








 






    	 	6	 



     


    

 


This Incremental Amendment
is executed as of the date set out in the preamble to this
Incremental Amendment.


 


	 	TWIN RIVER MANAGEMENT GROUP, INC.
	 	
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	TWIN RIVER WORLDWIDE HOLDINGS, INC.
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	UTGR, INC.
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	PREMIER ENTERTAINMENT BILOXI LLC
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	PREMIER FINANCE BILOXI CORP.
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


 





Signature Page to Incremental Amendment
to Credit Agreement




 






     

     


    

 


	 	JAMLAND, LLC
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	PREMIER ENTERTAINMENT II, LLC
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	TWIN RIVER-TIVERTON, LLC
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	BXP, LLC
	 	 
		By: PREMIER ENTERTAINMENT BILOXI, LLC, its Manager
	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


	 	DOUBLE ACQUISITION CORP
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Senior Vice President, General Counsel and Secretary


 


 








Signature Page to Incremental Amendment
to Credit Agreement







 






     

     


    

 


	 	
        aDMINISTRATIVE
        AGENT:

         

        DEUTSCHE BANK AG, NEW YORK BRANCH

        as Administrative Agent and Issuing Bank

	 	 
	 	By:	/s/ Alicia Schug
	 	 	Name: Alicia Schug
	 	 	Title:   Vice President
	 	 
	 	By:	/s/ Michael Strobel
	 	 	Name: Michael Strobel
	 	 	Title:   Vice President


 


	 	
        INCREMENTAL LENDERS:

         

        CITIZENS BANK, N.A.

	 	 
	 	By:	/s/ Terence Kelly
	 	 	Name: Terence Kelly
	 	 	Title:   Vice President


 


	 	
        CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH

	 	 
	 	By:	/s/ Whitney Gaston
	 	 	Name: Whitney Gaston
	 	 	Title:   Authorized Signatory


 


	 	By:	/s/ Komal Shah
	 	 	Name: Komal Shah
	 	 	Title:   Authorized Signatory



 


 


Signature Page to Incremental Amendment
to Credit Agreement




 



     

     


    

 


Schedule 1


 


2019 Increase Revolving Credit Commitments


 





	2019 Increase	 
	Revolving Credit Commitment	Incremental Lender(s)
	Citizens Bank, N.A.	$25,000,000
	Credit Suisse AG, Cayman Islands Branch	$25,000,000




 


 


Schedule 1-1