0001144204-19-002877 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit 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).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • 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 Stephen H. Capp (“Executive”).

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit 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).

First Amendment to Master Video Lottery Terminal Contract
Master 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.

EMPLOYMENT AGREEMENT
Employment 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 CONTRACT
Master 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 AGREEMENT
Credit 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).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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).

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, 2006
Video 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 AGREEMENT
Nonqualified 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”):

SECOND AMENDMENT TO LICENSE AGREEMENT
License 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").

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit 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).

Fifth Amendment to Master Video Lottery Terminal Contract
Twin 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

SIXTH AMENDMENT TO NEWPORT GRAND MASTER VIDEO LOTTERY TERMINAL CONTRACT
Master 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 agreement
Operating 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 4869
Investment 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.

ASSIGNMENT, ASSUMPTION AND AMENDMENT OF MASTER VIDEO LOTTERY TERMINAL CONTRACT
Twin 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.

LICENSE AGREEMENT BY AND BETWEEN HARD ROCK HOTEL LICENSING, INC. AND PREMIER ENTERTAINMENT, LLC DATED: AS OF MAY 15, 2003
License Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Nevada
SEVENTH AMENDMENT TO MASTER VIDEO LOTTERY TERMINAL CONTRACT
Master Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island

This Amendment (this “Amendment”) entered into this 13th day of September, 2018, and effective as set forth in Section 2 below, is by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (f/k/a 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 Twin River-Tiverton, LLC, a Delaware limited liability company (assignee of Premier Entertainment II, LLC d/b/a Newport Grand (assignee of Newport Grand, LLC), d/b/a Newport Grand)), with its principal address at 777 Tiverton Casino Blvd., Tiverton, Rhode Island 02878 (“Twin River-Tiverton”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 31, 2016, 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).

INCREMENTAL AMENDMENT
Incremental Amendment • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • New York

THIS INCREMENTAL AMENDMENT (this “Incremental Amendment”) is entered into as of June 7, 2016, 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).

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AMENDMENT NO. 1 TO REGULATORY AGREEMENT
Regulatory Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island

AMENDMENT NO. 1 (this “Amendment”), dated as of September 13, 2017, to that certain Regulatory Agreement, effective as of July 1, 2016 (the “Agreement”), by and among the Rhode Island Department of Business Regulation, an agency of the State 1 of Rhode Island, the Division of Lotteries of the Rhode Island Department of Revenue, Twin River Worldwide Holdings, Inc., a Delaware corporation, Twin River Management Group, Inc., a Delaware corporation and a wholly owned subsidiary of TRWH, UTGR, Inc., a Delaware corporation and wholly owned subsidiary of TRMG, and Premier Entertainment II, LLC, a Delaware limited liability company and wholly owned subsidiary of TRMG. 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).

THIRD AMENDMENT TO MASTER VIDEO LOTTERY TERMINAL CONTRACT
Master Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels

This Third Amendment to Master Video Lottery Contract (the “Third Amendment”) is entered into on the 18th day of September 2012 by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (formally 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, (“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”), that certain First Amendment to Master Video Lottery Terminal Contract by and between the Division and UTGR dated November 4, 2010 (the “First Amendment”) and that certain Second Amendment to Master Video Lottery Terminal Contract by and between the Division and UTGR

TWIN RIVER WORLDWIDE HOLDINGS, INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT(S)
Nonqualified Stock Option Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels

THIS AMENDMENT (this “Amendment”) is effective as of September 23, 2015 between Twin River Worldwide Holdings, Inc. (f/k/a BLB Worldwide Holdings, Inc., the “Company”) and Glenn Carlin (the “Participant”):

RESTRICTED STOCK UNIT AWARD AGREEMENT 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.

FOURTH AMENDMENT TO MASTER VIDEO LOTTERY TERMINATION CONTRACT
Master Video Lottery Termination Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels

This Fourth Amendment to Master Video Lottery Terminal Contract (the “Fourth Amendment”) is entered into this 14th day of July, 2015 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 Premier Entertainment II, LLC d/b/a Newport Grand, a Delaware limited liability company (assignee of Newport Grand, LLC), d/b/a Newport Grand, with its principal address at 150 Admiral Kalbfus Road, Newport, Rhode Island 02840 (“Newport Grand”). This Fourth 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 that certain Amendment dated January 25, 2006 (the “Amendment”), that certain First Amendment to Master Video Lottery Terminal Co

TWIN RIVER WORLDWIDE HOLDINGS, INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Accession Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware

THIS AMENDMENT (this “Amendment”) is effective as of August 19, 2014 between Twin River Worldwide Holdings, Inc. (f/k/a BLB Worldwide Holdings, Inc., the “Company”) and Glenn Carlin (the “Participant”):

SEVENTH AMENDMENT TO UTGR MASTER VIDEO LOTTERY TERMINAL CONTRACT
Utgr Master Video Lottery Terminal 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 UTGR, Inc., a Delaware corporation with its principal address at 100 Twin River Road Lincoln, Rhode Island 02865 (“UTGR”).

FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels

This FIRST AMENDMENT TO LICENSE AGREEMENT (this "Amendment'') is made as of May 10, 2007 by and between Hard Rock Hotel Licensing, Inc., a Florida corporation ("Licensor"), and Premier Entertainment Biloxi LLC, a Delaware limited liability company ("Licensee").

Sixth Amendment to Master Video Lottery Terminal Contract
Twin River Worldwide Holdings, Inc. • January 25th, 2019 • Hotels & motels • Delaware

This Sixth Amendment to Master Video Lottery Terminal Contract (this “Sixth Amendment”) is made and entered into on this 3rd 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, 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 to Master Video Lottery

Twin River Worldwide Holdings, Inc. 100 Twin River Road Lincoln, RI 02865
Twin River Worldwide Holdings, Inc. • January 25th, 2019 • Hotels & motels

The Board of Directors of Twin River (the “Board”) appreciates your willingness to continue in the role of Executive Chairman in this important period of Twin River’s history. This letter agreement sets forth terms of such service.

MASTER VIDEO LOTTERY TERMINAL CONTRACT
Master Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Rhode Island

This Master Video Lottery Terminal Contract (this “Agreement”) is made as of November, 2005, 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 Jai Alai, LLC (“Newport Grand”), a Rhode Island limited liability company with its principal office located at 150 Admiral Kalbfus Road, Newport, Rhode Island 02840.

THIRD AMENDMENT TO MASTER VIDEO LOTTERY TERMINAL CONTRACT
Master Video Lottery Terminal Contract • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels

This Third Amendment to Master Video Lottery Contract (the “Third Amendment”) is entered into on the 1st day of May, 2013 by and between the Division of Lotteries of the Rhode Island Department of Revenue, an agency of the State of Rhode Island (formally 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 Third 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 that certain Amendment dated January 25, 2006, 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”) and that

TWIN RIVER WORLDWIDE HOLDINGS, INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT(S)
Accession Agreement • January 25th, 2019 • Twin River Worldwide Holdings, Inc. • Hotels & motels • Delaware

THIS AMENDMENT (this “Amendment”) is effective as of August 19, 2015 between Twin River Worldwide Holdings, Inc. (f/k/a BLB Worldwide Holdings, Inc., the “Company”) and Glenn Carlin (the “Participant”):

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