Exhibit 10.1
ExecutionVersion
FOURTHAMENDMENTTOCREDITAGREEMENT
ThisFOURTH AMENDMENT TO CREDIT AGREEMENT (this"Amendment"), dated as of May 5, 2026 and effective as of the date hereof, is made by and among BALLY'S CORPORATION, a Delaware corporation (the "Borrower"), the guarantors (the "Guarantors", and together with the Borrower, the"Credit Parties") party to the Existing Credit Agreement (as hereinafterdefined)andDEUTSCHEBANKAGNEWYORKBRANCH,asadministrativeagent (in such capacity, together with its successors in such capacity, the"Administrative Agent") and ascollateral agent (in such capacity, together with itssuccessors insuch capacity, the"CollateralAgent") under the Existing Credit Agreement.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 1, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of June 23, 2023,thatcertainSecondAmendmenttoCreditAgreement,datedasofMay14,2025,thatcertain Third Amendment to Credit Agreement, dated as of September 11, 2025 (the "ThirdAmendment"), that certain Incremental Joinder Agreement, dated asof September 29, 2025 and as further amended, restated, amended and restated, replaced, supplemented, or otherwise modifiedpriortogivingeffecttotheamendmentscontemplated bythisAmendment,the"ExistingCredit Agreement"and the Existing Credit Agreement, as amended by this Amendment and as further amended, restated, amended and restated, supplemented orotherwise modified from time totime,the"AmendedCreditAgreement"), byandamongtheBorrower,theGuarantorsfromtime to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Collateral Agent and the other parties from time to time party thereto;
WHEREAS,pursuanttoSection13.04(f)oftheExistingCreditAgreement, theapplicable Credit Parties and the Administrative Agent and/or the Collateral Agent may enter into any amendment or waiver of any Credit Document, or enter into any new agreement or instrument, without theconsent of any other Person, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties; and
WHEREAS, pursuant to Section 4.4 of the Third Amendment, the Existing Credit Agreementmaybeamended bytheCreditParties,withtheacknowledgmentoftheAdministrative Agent, to increase the Applicable Margins applicable to the Amendment No. 3 Revolving Commitments to be an amount that is 0.50% less than the interest rate margin applicable to any Indebtedness that is secured on the Collateral on a pari passu basis that refinances the Term B Facility; provided that in the case of any such refinancing Indebtedness that is not a broadly syndicated facility (as determined by Borrower in good faith), pricing "Level I" for the Amendment No.3 Revolving Commitments shall not exceed 5.00% per annum with respect to SOFR Loans and 4.00% per annum with respect to ABR Loans;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenantshereincontainedandothergoodandvaluable consideration,thereceiptandsufficiency of which are hereby acknowledged, the following shall be effective:
ARTICLE I DEFINITIONS
SECTION1.1Definitions.Exceptasotherwiseexpresslyprovidedherein,capitalized
terms used in this Amendment (including in the Recitals and the introductory paragraph above) shallhavethemeaningsgivenintheAmended CreditAgreement, andtherulesofconstruction set forth in the Amended Credit Agreement shall apply to this Amendment.
ARTICLEII
AMENDMENTSTOEXISTINGCREDITAGREEMENT
SECTION2.1AmendmentstoExistingCreditAgreement.TheExistingCreditAgreement is hereby amended as follows:
(A)AnewSection13.23willbeaddedasfollows:
SECTION13.23.ParallelDebt.
(a)Notwithstandingany other provision of thisAgreement and solely forthepurpose of taking, maintaining, protecting and/or enforcing any Collateral created and governed, or expressed to becreated and governed pursuant to Greek laworany other applicable foreign Law (asdeterminedbytheCollateralAgent),eachCreditPartyherebyirrevocably andunconditionally undertakes to pay to the Collateral Agent, as creditor in its own right and not as agent, representative or trustee of the other Secured Parties, sums equal to and in the currency of each amount payable by that Credit Party toeachoftheother Secured Parties undereachoftheCredit Documents, CreditSwapContractsandSecured CashManagement Agreements asandwhenthat amount falls due for payment under the relevant Credit Document, Credit Swap Contract and Secured Cash Management Agreement.
(b)The Collateral Agent shall have itsown independent right to demand payment of theamounts payable by aCredit Party under this Section 13.23, irrespective of any discharge of that Credit Party's obligation to pay those amounts to the other Secured Parties resulting from failurebythemtotakeappropriatesteps,inproceedingscommencedpursuanttoanyDebtorRelief Laws affecting that Credit Party, to preserve their entitlement to be paid those amounts.
(c)Any amount due and payable by aCredit Party to the Collateral Agent under this Section13.23shallbedecreased totheextentthattheotherSecured Partieshavereceived (andare able to retain) payment of the corresponding amount under the other provisions of the Credit Documents, Credit Swap Contracts and Secured Cash Management Agreements, as applicable, and any amount due and payable by a Credit Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment of the corresponding amount under this Section 13.23.
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(d)The rights of the Secured Parties (other than the Collateral Agent) to receive payment ofamounts payable by each Credit Party under theCredit Documents, theCredit Swap Contracts and/or the Secured Cash Management Agreements, asapplicable, are several and are separate and independent from, and without prejudice to, the rights of the Collateral Agent to receive payment under this Section 13.23.
(e)ForthepurposeofthisSection13.23,theCollateralAgentactsinitsownnameand notasanagentoratrusteeorrepresentativeoftheSecured Parties,anditsclaimsinrespectofthe parallel debt shall not beheld ontrust.Thesecurity interest granted under theCredit Documents totheCollateral Agenttosecuretheparallel debtisgranted totheCollateral Agentinitscapacity ascreditor of the parallel debt and shall not be held on trust.
(f)AdefectaffectingtheCollateralAgent'sclaimunder thisSection13.23against any Credit Party will not affect any claim and/or obligation of the other Lenders under the Credit Documents.
(B)Theinterestratemarginsapplicable totheRevolving LoansandSwinglineLoansunder theAmendment No.3Revolving Facility onFebruary 11,2026orincurred under the Amendment No. 3 Revolving Facility thereafter, as set forth on Annex B-2 of the Existing Credit Agreement, are hereby amended and restated asset forth below:
| ApplicableMargin | |||||||||||
| PricingLevel | ConsolidatedTotalNetLeverageRatio | RevolvingLoans andSwinglineLoans | |||||||||
| SOFR,SONIAand EURIBOR | ABR | ||||||||||
| LevelI | Greaterthanorequalto5.25to1.00 | 5.00% | 4.00%I | ||||||||
| LevelII | Lessthan5.25to1.00butgreaterthanorequalto4.75 to1.00 | 4.50% | 3.50% | ||||||||
| LevelIII | Lessthan4.75to1.00butgreaterthanorequalto4.25 to1.00 | 4.25% | 3.25% | ||||||||
| LevelIV | Lessthan4.25to1.00 | 4.00% | 3.00%I |
ARTICLE III
REPRESENTATIONSANDWARRANTIES
SECTION3.1RepresentationsandWarranties.EachCreditPartyrepresentsforitselfand onbehalfofitsRestrictedSubsidiariesandwarrantstotheAdministrativeAgent,theCollateral
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Agent and the Lenders that (i)No Default or Event of Default hasoccurred and iscontinuing on thedatehereofand (ii)itsrepresentationsandwarrantiesassetforthinArticle VIIIoftheExisting Credit Agreement, are true and correct in all material respects on and asof the date hereof as if made on and as of the date hereof (except where such representationsand warranties expressly relatetoanearlierdate,inwhichcasesuchrepresentationsandwarrantiesshallhavebeentrueand correct in all material respects as of such earlier date); provided that, any representation and warranty that isqualified as to"materiality,""Material Adverse Effect"or similar language shall be true and correct in all respects on such dates.
ARTICLE IV MISCELLANEOUS
SECTION4.1Amendment,ModificationandWaiver.ThisAmendmentmaynotbe
amended, modified or waived except by an instrument or instruments in writing signed and delivered in accordancewith Section 13.04 of the AmendedCredit Agreement.
SECTION 4.2 Entire Agreement. This Amendment, theAmended Credit Agreement and the other Credit Documents, constitute the entire agreement among the parties to the Existing Credit Agreement with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
SECTION 4.3 GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TOTHIS AMENDMENT, SHALL BEGOVERNED BY,ANDCONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION.
SECTION 4.4 SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICEOF PROCESS; WAIVER OF JURY TRIAL. SECTIONS 13.09(b), 13.09(c), 13.09(d), AND 13.09(e) OF THE AMENDED CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS.
SECTION 4.5 No Advisory or Fiduciary Responsibility.Section 13.17 of the Amended Credit Agreement shall apply to this Amendment mutatis mutandis.
SECTION 4.6 Severability. Wherever possible, each provision of this Amendment shall beinterpretedinsuchmannerastobeeffectiveandvalidunderapplicablelaw,butifanyprovision ofthisAmendment shall beprohibited byorinvalid underapplicable law,suchprovisionshall be ineffective only totheextentofsuch prohibition orinvalidity, without invalidating theremainder of such provisions or the remaining provisions of this Amendment.
SECTION 4.7 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),each of which shall constitute an original, but allofwhichwhentakentogethershallconstituteasinglecontract.Deliveryofanexecuted
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counterpart of a signature pageof this Amendment by facsimile or electronic transm1ss10n (including portable document format (".pdf')orsimilar format) shall beeffective asdelivery ofa manually executed counterpart hereof. The words"execution,""signed,""signature," "delivery," and words of like import in or relating to this Amendment and any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include an electronic symbol or process attached to a contract or other record and adopted by a Person with theintent to sign, authenticate oraccept such contract or record (each an"Electronic Signature"), deliveries or the keeping of records inelectronic form, eachof which shall beof the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereoforthe useofapaper-based recordkeeping system, asthecasemay be,totheextentand as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,theNewYorkStateElectronicSignaturesandRecordsAct,oranyother similarstatelawsbasedontheUniformElectronic Transactions Act;provided thatnothing herein shall require Administrative Agent toaccept Electronic Signatures inany formorformat without its prior written consent.
SECTION 4.8 Credit Document. This Amendment shall constitute a"Credit Document" as defined in the Amended Credit Agreement.
SECTION 4.9No Novation. ThisAmendment shall notextinguish theobligations forthe payment of money outstanding under the Existing Credit Agreement or discharge or release the priority of any Credit Document (as defined in the Existing Credit Agreement) or any other security therefor. Nothing hereincontained shall beconstrued asasubstitution ornovation ofthe obligations outstanding under the Existing Credit Agreement or the instruments, documents and agreements securing the same, which shall remain in full force and effect. Nothing in this Amendment shall beconstrued asarelease or other discharge of the Borrower or any Guarantor from any ofitsobligations andliabilities under theExisting Credit Agreement ortheother Credit Documents (as defined in the Existing Credit Agreement).
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INWITNESSWHEREOF,thepartiesheretohavecausedthisAmendmenttobe duly executed and delivered asof the day and year first above written.
BALLY'SCORPORATION
By: /s/ George Papanier Name: George Papanier
Title:President
AddressforNoticesfortheBorrower andeach Subsidiary Guarantor:
Bally's Corporation
100TwinRiverRoad
Lincoln, Rhode Island 02865 Attention: General Counsel FacsimileNo.:(401)727-4770
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SUBSIDIARYGUARANTORS:
AZTARINDIANAGAMINGCOMPANY,LLC,an
Indianalimitedliabilitycompany
BALLY'S-GALAXYACQUISITIONCORP.,a
Delawarecorporation
BALLY'SINTERACTIVE, LLC,aDelawarelimited liability company
BALLY'SKANSASCITY,LLC,aMissouri limited liability company
BALLY'SMANAGEMENTGROUP,LLC,a
Delawarelimitedliabilitycompany
BALLY'SPENNSYLVANIA,LLC,aDelaware
limitedliabilitycompany
BETWORKS(US)LLC,aNevadalimitedliability company
DOVERDOWNS,LLC,aDelawarelimited liability company
FANTASYDRAFT,LLC,aDelawarelimited liability company
FANTASYSPORTSSHARK,LLC,aDelaware
limitedliabilitycompany
INTERSTATERACINGASSOCIATION,LLC.,a
Coloradolimitedliabilitycompany
MBDEVELOPMENT,LLC,aNevadalimited liability company
MILEHIGHUSA,LLC,aDelawarelimitedliability company
PREMIERENTERTAINMENTBILOXILLC,a
Delawarelimitedliabilitycompany
PREMIERENTERTAINMENTBLACK HAWK,
LLC,aColoradolimitedliabilitycompany
PREMIERENTERTAINMENTFINANCECORP.,
aDelawarecorporation
PREMIERENTERTAINMENTIII,LLC,a
Delawarelimitedliabilitycompany
By:/s/ Craig Eaton
Name:Craig Eaton
Title: SeniorVPandSecretary
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PREMIERENTERTAINMENTLOUISIANAI,
LLC,aDelawarelimitedliabilitycompany
PREMIERENTERTAINMENTSHREVEPORT,
LLC,aLouisiana limitedliabilitycompany
PREMIERENTERTAINMENTTAHOE,LLC,a
Nevadalimitedliabilitycompany
PREMIERENTERTAINMENTVICKSBURG,
LLC,aDelawarelimitedliabilitycompany
RACINGASSOCIATESOFCOLORADO,LTD.,a
Coloradolimitedpartnership
By:/s/ Craig Eaton Name:Craig Eaton
Title: Senior VPandSecretary
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ROCKISLANDFOODSERVICE,LLC,anIllinois
limitedliabilitycompany
TELESCOPEDIGITALINC.,aDelawarecorporation
THEROCKISLANDBOATWORKS,LLC,an
Illinoislimited liabilitycompany
By:/s/ George Papanier Name:George Papanier
Title: PresidentandCEO
CQLOTTERYLLC,aDelawarelimited liability company
PREMIERENTERTAINMENTAC,LLC,aNew
Jerseylimitedliabilitycompany
THEQUEENCASINO&ENTERTAINMENT,
LLC,aDelaware limitedliabilitycompany
TROPICANALASVEGASHOTELANDCASINO,
INC.,aDelawarecorporation
TROPICANALASVEGASINTERMEDIATE
HOLDINGSINC.,aDelawarecorporation
TROPICANALASVEGAS,INC.,aNevada
corporation
By:/s/ Craig Eaton Name:Craig Eaton
Title: Secretary
TWINRIVER-TIVERTON,LLC,aDelaware limited liability company
UTGR,LLC,aDelawarelimitedliabilitycompany
By:/s/ Craig Eaton Name:Craig Eaton
Title: President
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BALLY'SINTERACTIVEMARYLAND,LLC,a
Delawarelimitedliabilitycompany
BALLY'SINTERACTIVE(STADIUM)LLC,a
Delawarelimitedliabilitycompany
BALLY'SMEDIA,LLC,aDelaware limitedliability company
BALLY'SSTARHOLDINGS,LLC,aDelaware
limitedliabilitycompany
PESUBHOLDINGS,LLC,aDelaware limited liability company
PESUBINTERMEDIATEHOLDINGS,LLC,a
Delawarelimitedliabilitycompany
PREMIERENTERTAINMENTPARENT,LLC,a
Delawarelimitedliabilitycompany
PREMIERENTERTAINMENTSUB,LLC,a
Delawarelimitedliabilitycompany
By:/s/ George Papanier Name:George Papanier
Title: Manager
By:/s/ Craig Eaton Name:Craig Eaton
Title: Manager
THESHOPSATTROPICANALASVEGAS,LLC,
aNevadalimitedliability company
By:/s/ George Papanier Name:George Papanier
Title: Director
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CASINOQUEEN,LLC,anIllinoislimited liability company
LOUISIANA CASINOCRUISES,LLC,aLouisiana
limitedliabilitycompany
By:/s/ Craig Eaton Name:Craig Eaton
Title: Secretary
GAMESYSUSLLC,aDelawarelimited liability company
By:/s/ Liz Hutton Name:Liz Hutton
Title: AuthorizedSignatory
BALLY'SCHICAGOOPERATINGCOMPANY,
LLC,aDelawarelimitedliabilitycompany
By:/s/ Liz Hutton
Name:Liz Hutton
Title: AuthorizedSignatory
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GAMESYSDATAANALYTICSLIMITED,aprivate
limitedcompanyincorporatedinEnglandandWales
By:/s/ Matt Hill Name:Matt Hill
Title:Director
BALLY'S CANADAINC.,anOntariocorporation
By:/s/ Liz Hutton Name: Liz Hutton
Title:Secretary
SPORTSOFTSOLUTIONSINC.,aBritishColumbia corporation
By:/s/ Liz Hutton Name: Liz Hutton
Title:Secretary
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| ExecutedasadeedbyGYPSFULVUSLIMITED, | /s/ Adam Craig | |||||||
| actingbyadirector inthepresence of | Director | |||||||
| Witness | Signature | /s/ Liz Hutton | ||||||
| Name | LizHutton | |||||||
| Address | [l] | |||||||
| Occupation | Company Secretary |
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DEUTSCHEBANKAGNEWYORKBRANCH,as
AdministrativeAgentandCollateralAgent
By:/s/ Philip Tancorra Name: Philip Tancorra
Title:Director
By:/s/ Suzan Onal Name: Suzan Onal
Title:Director
AddressforNotices:
DeutscheBankAGNewYorkBranch One Columbus Circle
New York, NY 10019 Attn:DanielleCrihfield
Telephone No.: (904) 645-1353 Email:danielle.crihfield@db.com
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