Exhibit 4.1


 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of October 1, 2021 among Premier Entertainment Sub, LLC (“PE Sub”), a Delaware
limited liability company and wholly-owned, unrestricted indirect subsidiary of Bally’s Corporation, a Delaware Corporation (the
 “Company”), Premier Entertainment Finance Corp. (“PE Corp.” and, together with PE Sub, the “Escrow
Issuers”), a Delaware corporation and wholly-owned, unrestricted indirect subsidiary of the Company, the Company (the “New
Issuer”), each of the parties that are signatories hereto as the Guarantors, that are each subsidiaries of the New Issuer (collectively,
the “New Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).


 


W I T N E S E T H :


 


WHEREAS, the Escrow Issuers have heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of August 20, 2021, providing for the issuance
of $750,000,000 aggregate principal amount of 5.625% Senior Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate
principal amount 5.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”);


 


WHEREAS, the Assumption will occur substantially
concurrent with the execution of this Supplemental Indenture;


 


WHEREAS, in connection with the Assumption (a) the
New Issuer shall assume all of the rights and obligations of the Escrow Issuers in respect of the Notes of each series and the Indenture
and be substituted for, and may exercise every right and power of, the Escrow Issuers under the Indenture and the Notes of each series,
and (b) each of the New Guarantors will become a Guarantor under the Indenture, in each case, by the execution and delivery of this
Supplemental Indenture; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the holders of the Notes.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for
the equal and ratable benefit of the holders of the Notes as follows:


 


1.            Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders”
as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as
a whole and not to any particular section hereof.


 


2.            Agreement
to be Bound. (a) The New Issuer acknowledges that is has received and reviewed a copy of the Indenture and all other documents
it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally
assume all of the Escrow Issuers’ obligations under the Notes of each series and the Indenture on the terms and subject to the conditions
set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the New
Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture. From and after the date hereof,
all references in the Indenture to the “Issuer” shall refer to the New Issuer instead of the Escrow Issuers.


 


(b)            Each
New Guarantor hereby agrees, jointly and severally, with all existing guarantors (if any), to unconditionally guarantee the Issuer’s
Obligations under the Notes of each series and the Indenture on the terms and subject to the conditions set forth in Article X of
the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes of each series and to perform all of the
obligations and agreements of a guarantor under the Indenture. From and after the date hereof, all references in the Indenture to the
 “Guarantors” shall include each of the New Guarantors.


 






     


     


    

 


3.            Notices.
All notices or other communications to the New Issuer or any New Guarantor shall be given as provided in Section 12.02 of the
Indenture. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with
respect to this Supplemental Indenture must be in writing (provided that any communication sent to Trustee hereunder must be in the
form of a document that is signed by hand, facsimile or by way of a digital signature provided by DocuSign or Adobe (or such other
digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Company agrees to
assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee,
including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by
third parties.


 


4.            Execution
and Delivery. The New Issuer agrees that the Notes of each series shall remain in full force and effect notwithstanding the absence
of any endorsement of the New Issuer on the Notes of each series, and each New Guarantor agrees that its Note Guarantee shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee.


 


5.            Release
of Obligations. Upon execution of this Supplemental Indenture by the New Issuer, the New Guarantors and the Trustee, the Escrow Issuers
shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes
of each series (other than those obligations and liabilities applicable to the Escrow Issuers as a Subsidiary Guarantor as described in
Section 2(b) above).


 


6.            Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes of each applicable series heretofore or hereafter authenticated
and delivered shall be bound hereby. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded
to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions
taken, suffered or omitted by the Trustee in each of its capacities hereunder.


 


7.            No
Recourse Against Others. No director, partner, member officer, employee, incorporator or stockholder of the New Issuer or of any New
Guarantor, as such, will have any liability for any obligations of the New Issuer or any New Guarantor under the Notes of each applicable
series, the Indenture or this Supplemental Indenture, the Notes Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each holder of Notes of each applicable series by accepting a Note of any series waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes of each applicable series. The waiver
may not be effective to waive liabilities under the federal securities laws.


 


8.            Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


9.            Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.


 






     


     


    

 


10.            Counterparts.
This Supplemental Indenture may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart by one party to any other party may be made by facsimile,
electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech.
 §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree
that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


11.            Effect
of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part
of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT SUB, LLC,
	 	as Escrow Issuer
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and Treasurer



 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT FINANCE CORP.,
	 	as Escrow Issuer
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and Treasurer


 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	BALLY’S CORPORATION,
	 	as  Issuer
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and Treasurer


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	/s/ Laurel Casasanta
	 	 	Name: Laurel Casasanta
	 	 	Title: Vice President


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	AZTAR INDIANA GAMING COMPANY, LLC,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and Treasurer


 









     


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	DOVER DOWNS, INC.,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title: Executive Vice President, General Counsel and Secretary



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	ELDORADO CASINO SHREVEPORT JOINT VENTURE,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 





	 	INTERSTATE RACING ASSOCIATION, INC.,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title: Executive Vice President, General Counsel and Secretary



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	IOC-KANSAS CITY, INC.,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	JAMLAND, LLC,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	MB DEVELOPMENT, LLC,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	MILE HIGH USA, INC.,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title: Executive Vice President, General Counsel and Secretary



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT AC, LLC,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title: Secretary



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 





	 	PREMIER ENTERTAINMENT BILOXI, LLC,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT BLACK HAWK, LLC,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer and
Treasurer



 






     


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT FINANCE CORP.,
	 	as a Guarantor




 


		By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer



 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT III, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer



 









     


     


    

 


 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT LOUISIANA I, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT LOUISIANA II, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT PARENT, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT SUB, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT TAHOE, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER ENTERTAINMENT VICKSBURG, LLC, 
	 	as a Guarantor




 





	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title: Executive Vice President, Chief Financial Officer
and Treasurer


 






     


     


    

 






 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PREMIER FINANCE BILOXI CORP.,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer






 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	RACING ASSOCIATES OF COLORADO, LTD.,
	 	as a Guarantor
	 	 
	 	By:	/s/ Craig L. Eaton
	 	 	Name: Craig L. Eaton
	 	 	Title:   Executive Vice President, General Counsel and Secretary






 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	ROCK ISLAND FOODSERVICE, LLC,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer






 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	THE ROCK ISLAND BOATWORKS, LLC,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer






 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 





	 	TWIN RIVER MANAGEMENT GROUP, INC.,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer



 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	TWIN RIVER-TIVERTON, LLC,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer






 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	UTGR, INC.,
	 	as a Guarantor
	 	 
	 	By:	/s/ Stephen H. Capp
	 	 	Name: Stephen H. Capp
	 	 	Title:   Executive Vice President, Chief Financial Officer and Treasurer