FIRST LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among AMAYA GAMING GROUP INC., as Parent, AMAYA HOLDINGS COÖPERATIVE U.A., as Holdings, AMAYA HOLDINGS B.V., as Dutch Borrower and AMAYA (US) CO-BORROWER, LLC, as Co-Borrower The Several Lenders...First Lien Credit Agreement • May 26th, 2015 • Amaya Inc. • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 1, 2014 (this “Agreement”), is made by and among AMAYA GAMING GROUP INC., a company incorporated under the laws of Quebec (“Parent”), AMAYA HOLDINGS COÖPERATIEVE U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), AMAYA HOLDINGS B.V., a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.
VOTING SUPPORT AGREEMENTVoting Support Agreement • October 11th, 2019 • Stars Group Inc. • Services-computer programming, data processing, etc. • Ontario
WHEREAS, in connection with an arrangement agreement dated the date hereof, Flutter is proposing to acquire all of the issued and outstanding common shares (the “Stars Shares”) in the capital of The Stars Group Inc. (“Stars”), subject to the terms and conditions set forth in the Arrangement Agreement;
VOTING SUPPORT AGREEMENTVoting Support Agreement • May 26th, 2015 • Amaya Inc.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:
ARRANGEMENT AGREEMENT OCTOBER 2, 2019Arrangement Agreement • October 11th, 2019 • Stars Group Inc. • Services-computer programming, data processing, etc. • Ontario
NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • Ontario
WHEREAS the Corporation issued on the date hereof to the Holder Common Shares (as defined herein) pursuant to a sale and purchase deed made as of April 21, 2018 between, among others, the Corporation and the Holder.
This AMENDMENT AGREEMENT is dated March 18, 2020Amendment Agreement • March 19th, 2020 • Stars Group Inc. • Services-computer programming, data processing, etc.
STOCK PURCHASE AGREEMENT Dated as of March 30, 2015 by and among AGS, LLC, AMAYA INC. and CADILLAC JACK, INC.Stock Purchase Agreement • May 26th, 2015 • Amaya Inc. • New York
This Stock Purchase Agreement, dated March 30, 2015, (as amended or otherwise modified in accordance with the terms hereof, this “Agreement”), by and among AGS, LLC, a Delaware limited liability company (“Purchaser”), Amaya Inc., a corporation organized under the laws of Quebec (“Seller”), and Cadillac Jack, Inc., a Georgia corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2015 • Amaya Inc.
The funds and/or accounts listed in Schedule A hereto (collectively, the “Purchasers” and each individually, a “Purchaser”), each of which is managed or advised by GSO Capital Partners LP (“GSO”) or its affiliates, understand that Amaya Gaming Group Inc. (the “Corporation”) proposes to issue and sell to the Purchasers (in the aggregate), on a private placement basis: (i) the Relevant Number of Preferred Shares (as defined below) of the Corporation (as set forth in Schedule A) (the “Offered Preferred Shares”) at a price of CDN$1,000 per Convertible Preferred Share for aggregate gross proceeds of U.S.$600,000,000 and (ii) the Relevant Number of Common Shares of the Corporation (as set forth in Schedule A) (the “Offered Common Shares”) at a price of CDN$20 per Common Share for aggregate gross proceeds of U.S.$55,000,000 (the issuance of the Offered Preferred Shares and the Offered Common Shares, together, the “Issuance”), as set forth in Schedule A hereto.
VOTING DISENFRANCHISEMENT AGREEMENTVoting Disenfranchisement Agreement • May 26th, 2015 • Amaya Inc.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:
AMAYA GAMING GROUP INC. - and - CANACCORD GENUITY CORP. - and - COMPUTERSHARE TRUST COMPANY OF CANADA SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issuance of Subscription Receipts Dated as of July 7, 2014Subscription Receipt Agreement • May 26th, 2015 • Amaya Inc.
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Subscription Receipt Agent”)
STARS GROUP HOLDINGS B.V. AND STARS GROUP (US) CO-BORROWER, LLC as Issuers and the Subsidiary Guarantors party hereto from time to time 7.00 % Senior Notes due 2026Indenture • July 12th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of July 10, 2018, among Stars Group Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Dutch Issuer”), Stars Group (US) Co-Borrower, LLC, a Delaware limited liability company (the “U.S. Issuer” and together with the Dutch Issuer, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
RESTATEMENT AGREEMENTRestatement Agreement • April 6th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • New York
This RESTATEMENT AGREEMENT, dated as of April 6, 2018 (this “Agreement”), to that certain First Lien Credit Agreement, dated as of August 1, 2014 (as amended by the Amendment Agreement, dated August 12, 2015, the Amendment No. 2, dated March 3, 2017 and further amended, supplemented and otherwise modified and in effect immediately prior to the date hereof, the “Existing Credit Agreement”), by and among STARS GROUP HOLDINGS COÖPERATIEVE U.A. (f/k/a Amaya Holdings Coöperatieve U.A.), a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), STARS GROUP (US) HOLDINGS, LLC, a Delaware limited liability company (“U.S. Holdings”), STARS GROUP HOLDINGS B.V. (f/k/a Amaya Holdings B.V.), a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), STARS GROUP (US) CO-BORROWER, LLC (f/k/a Amaya (US) Co-Borrower, LLC), a Delaware limited liability company (the “Co-Borrower”), TSG AUSTRALIA HOLDINGS PTY LTD (ACN 62
AMENDMENT NO. 2Credit Agreement • March 3rd, 2017 • Amaya Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 2, dated as of March 3, 2017 (this “Amendment”), among AMAYA INC. (formerly known as Amaya Gaming Group Inc.), as Parent (“Parent”), AMAYA HOLDINGS COÖPERATIVE U.A., as Holdings (“Holdings”), AMAYA HOLDINGS B.V., as Dutch Borrower (“Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, as Co-Borrower (“Co-Borrower”, and together with the Dutch Borrower, the “Borrowers”), the Lenders party hereto, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), amends that certain First Lien Credit Agreement, dated as of August 1, 2014 (as amended by that certain Amendment Agreement dated as of August 12, 2015, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among Parent, Holdings, Dutch Borrower, Co-Borrower, the institutions from time to time party thereto as lenders (the “
UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2015 • Amaya Inc.
This Letter Agreement shall be governed by and construed in accordance with the laws of Province of Québec, without regard to the conflict of laws principles thereof.
FIRST LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Amended as of August 12, 2015 Among AMAYA INC. (f/k/a Amaya Gaming Group Inc.), as Parent, AMAYA HOLDINGS COÖPERATIEVE U.A., as Holdings, AMAYA HOLDINGS B.V., as Dutch Borrower and AMAYA (US)...First Lien Credit Agreement • March 14th, 2016 • Amaya Inc. • Services-computer programming, data processing, etc. • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 1, 2014 and amended as of August 12, 2015 (this “Agreement”), is made by and among AMAYA GAMING GROUP INC. (n/k/a Amaya Inc.), a company incorporated under the laws of Quebec (“Parent”), AMAYA HOLDINGS COÖPERATIEVE U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), AMAYA HOLDINGS B.V., a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2024 • Flutter Entertainment PLC • Services-computer programming, data processing, etc. • Ontario
This Indemnification Agreement is effective as of ___________________ (this “Agreement”) and is between The Stars Group Inc., an Ontario corporation (the “Company”), and the undersigned individual (the “Indemnitee”).
ContractFlutter Entertainment PLC • March 15th, 2024 • Services-computer programming, data processing, etc.
This Amendment Number One (the “Amendment One”) is made 10 July 2018 (“Amendment Date”) BETWEENAmendment Number One ( • July 20th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • England and Wales
ContractAmaya Inc. • March 14th, 2016 • Services-computer programming, data processing, etc.
This AMENDMENT NO. 1, dated as of August 12, 2015 (this “Amendment”), among AMAYA INC. (formerly known as Amaya Gaming Group Inc.), as Parent (“Parent”), AMAYA HOLDINGS COÖPERATIVE U.A., as Holdings (“Holdings”), AMAYA HOLDINGS B.V., as Dutch Borrower (“Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, as Co-Borrower (“Co-Borrower”), and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacity, together with its successors, the “Administrative Agent”) for the Lenders (as defined below), amends that certain Second Lien Credit Agreement, dated as of August 1, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among Parent, Holdings, Dutch Borrower, Co-Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 5th, 2020 • Stars Group Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of July 10, 2018, among Stars Group Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Dutch Issuer”), Stars Group (US) Co-Borrower, LLC, a Delaware limited liability company (the “U.S. Issuer” and together with the Dutch Issuer, the “Issuers”), Flutter Entertainment plc, a company incorporated and registered in Ireland with limited liability (the “Parent”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
SECOND LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among AMAYA GAMING GROUP INC., as Parent, AMAYA HOLDINGS COÖPERATIEVE U.A., as Holdings, AMAYA HOLDINGS B.V., as Dutch Borrower and AMAYA (US) CO-BORROWER, LLC, as Co- Borrower The Several...Second Lien Credit Agreement • May 26th, 2015 • Amaya Inc. • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 1, 2014 (this “Agreement”), is made by and among AMAYA GAMING GROUP INC., a company incorporated under the laws of Quebec (“Parent”), AMAYA HOLDINGS COÖPERATIEVE U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), AMAYA HOLDINGS B.V., a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
STOCK PURCHASE AGREEMENT Dated June 10, 2013 by and among Amaya Americas Corporation, Diamond Game Enterprises, James Breslo and Roy JohnsonStock Purchase Agreement • May 26th, 2015 • Amaya Inc. • New York
This Stock Purchase Agreement, dated June 10, 2013, as amended or otherwise modified (this “Agreement”), by and among Amaya Americas Corporation, a Delaware corporation (“Buyer”), Diamond Game Enterprises, a California corporation (the “Company”), James Breslo, an individual resident in the State of California (“Breslo”), Roy Johnson, an individual resident in the State of Washington (“Johnson” and, together with Breslo, “Sellers” and each individually, a “Seller”), and Johnson as Sellers’ representative (“Sellers’ Representative”).
EXECUTION VERSION 19 March 2015 SKY PLC SKY UK LIMITED SKY INTERNATIONAL AG SKY ITALIAN HOLDINGS S.P.A. (1) (2) (3) (4) AND CYAN BLUE IPCO LIMITED (5) BRAND LICENCE AGREEMENT LON35322168/3 154408-0041 THIS AGREEMENT is made on 19 March 2015 (1) SKY...Agreement • July 20th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • England
EXECUTION VERSION 19 MARCH 2015 SKY UK LIMITED AND BONNE TERRE LIMITED ADVERTISING SERVICES AGREEMENT This Agreement is made the 19 day of March 2015 BETWEEN: (1) SKY UK LIMITED a company incorporated in England and Wales (registered number 2906991)...Advertising Services Agreement • July 20th, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc.
REVENUE GUARANTEE AGREEMENTRevenue Guarantee Agreement • May 26th, 2015 • Amaya Inc. • Ontario
GAMING PORTALS LIMITED, a limited liability company formed and registered in Ireland (Number 444178) having its registered office at 3rd Floor, Marine House, Clanwilliam Place, Dublin, 2, Ireland (“GPL”),
25,000,000 Shares THE STARS GROUP INC. COMMON SHARES UNDERWRITING AGREEMENT June 21, 2018Underwriting Agreement • June 22nd, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. LLC, (“Morgan Stanley”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Deutsche Bank Securities Inc. (together with Morgan Stanley and J.P. Morgan, the “Managers”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Stars Group Inc., a corporation governed under the Business Corporations Act (Ontario) (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I to the Underwriting Agreement providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of 25,000,000 common shares of the Company (the “Common Shares”), of which 17,000,000 Common Shares are to be issued and sold by the Company and 8,000,000 Common Shares are to be sold by the Selling Shareholders.
DATED 2024 FLUTTER ENTERTAINMENT PLC and DEED OF INDEMNITYDeed of Indemnity • January 2nd, 2024 • Flutter Entertainment PLC • Services-computer programming, data processing, etc.
NOW, THEREFORE, the Company hereby irrevocably and unconditionally agrees and undertakes as follows in favour of the Indemnitee:
FIRST INCREMENTAL ASSUMPTION AGREEMENT TO THE SYNDICATED FACILITY AGREEMENTFirst Incremental Assumption Agreement • March 15th, 2024 • Flutter Entertainment PLC • Services-computer programming, data processing, etc. • New York
FIRST INCREMENTAL ASSUMPTION AGREEMENT dated March 14, 2024 (this “Agreement”), to that certain SYNDICATED FACILITY AGREEMENT, dated as of November 24, 2023 (the “Existing Credit Agreement”), among FLUTTER ENTERTAINMENT PLC, a public limited company incorporated in Ireland with registration number 16956 and registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland (the “Company”), PPB TREASURY UNLIMITED COMPANY, a private unlimited company incorporated in Ireland with registration number 638040 and registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland (“PPB”), BETFAIR INTERACTIVE US FINANCING LLC, a Delaware limited liability company organised in Delaware with registration number 7163791 (“Betfair”), TSE HOLDINGS LIMITED, a private limited company incorporated in England & Wales with registration number 05172296 and registered office at One Chamberlain Square Cs, Birmingham, United Kingdom, B3 3AX (“TSEH”), FANDUEL GRO
UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2015 • Amaya Inc.
Canaccord Genuity Corp. (“Canaccord Genuity”) understands that Amaya Gaming Group Inc. (the “Corporation”) proposes to issue and sell to Canaccord Genuity, on a bought deal private placement basis, Preferred Shares (as defined herein) at a price of CAD$1,000 per Preferred Share (the “Offering Price”) for aggregate gross proceeds of USD$179,166,897.06 (the “Offering”). The number of Preferred Shares to be issued by the Corporation under the Offering is 194,414 Preferred Shares (the “Offered Preferred Shares”), which has been determined by dividing CAD$194,413,753.62 (the Canadian dollar equivalent of USD$179,166,670 with the applicable exchange rate being the Bank of Canada’s U.S. dollar/Canadian dollar noon spot rate in effect on July 29, 2014, being $1 USD = $1.0851 CAD) by the Offering Price.
Sk)' Hell i ng & G,u 2 Wellington Plac" Leeds l S1 4A P \Jv\ 2018 SKY UK LIMITED Grant Way lsleworth, Middlesex TW75QD Dear Sirs, S We refer to the Commercial Relationship Agreement between Bonne Terre Limited (a Bl Group Affiliate of Hestview Limited...Stars Group Inc. • July 20th, 2018 • Services-computer programming, data processing, etc. • England and Wales
