Exhibit 10.1

EXECUTION VERSION

Dated 4 June 2025

INSPIRED ENTERTAINMENT HOLDINGS LLC

as Topco

DMWSL 633 LIMITED

as Original Company

DMWSL 631 LIMITED

as Successor Company

and

INSPIRED ENTERTAINMENT (FINANCING) PLC

as Original Issuer

provided by

THE FINANCIAL INSTITUTIONS listed in

Part 3 of ‎SCHEDULE 1 (The Original Parties) 

as Original Noteholders

with

GLOBAL LOAN AGENCY SERVICES LIMITED

acting as Agent

and

GLAS TRUST CORPORATION LIMITED

acting as Security Agent

SENIOR NOTES PURCHASE AGREEMENT

Davis Polk & Wardwell London LLP

TABLE OF CONTENTS

THIS AGREEMENT is dated 4 June 2025 and made between:

IT IS AGREED as follows:

In this Agreement:

“Acceptable Bank” means:

“Acceptable Funding Sources” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Accession Deed” means a document substantially in the form set out in Schedule ‎6 (Form of Accession Deed).

“Accounting Period” means each fiscal year or other equivalent accounting period of the relevant Reporting Entity ending on the Accounting Reference Date.

“Accounting Reference Date” means the annual financial year end of the relevant Reporting Entity or other member of the Group (as applicable), such date being, in respect of the Company as at the date of this Agreement, 31 December.

“Acquisition Costs” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Additional Issuer” means a person which becomes an Additional Issuer in accordance with Clause ‎‎29 (Changes to the Obligors).

“Additional Business Day” means any day specified as such in the applicable Reference Rate Terms.

“Additional Guarantor” means a person which becomes an Additional Guarantor in accordance with Clause ‎‎29 (Changes to the Obligors).

“Additional Obligor” means an Additional Issuer or an Additional Guarantor.

“Agent’s Spot Rate of Exchange” means:

for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day.

“Aggregate Total Incremental Series Commitments” means, at any time, the aggregate of the Total Incremental Series Commitments of all Incremental Series.

“Agreed Certain Funds Obligor” means, in relation to any Agreed Certain Funds Subscription, Topco, the Company and the Issuer of such Agreed Certain Funds Subscription or such other person designated as an “Agreed Certain Funds Obligor” by the Company in the Agreed Certain Funds Period Notice delivered by the Company to the Agent.

“Agreed Certain Funds Period” means, in relation to an Incremental Series, any period specified in the relevant Incremental Series Notice or in any other notice or an Agreed Certain Funds Period Notice delivered by the Company to the Agent which, if longer than the date falling 6 Months after the date on which the Company delivers the Agreed Certain Funds Period Notice, is agreed with the Incremental Series Majority Noteholders determined in accordance with the definition of Incremental Series Majority Noteholders (each acting reasonably) by reference only to the Commitments of the Noteholders in such Incremental Series.

“Agreed Certain Funds Period Notice” means a notice in substantially the form set out in Part 3 (Agreed Certain Funds Period Notice) of ‎Schedule ‎3 (Requests and Notices) or any other form agreed by the Agent and the Company (in each case, acting reasonably)) delivered in connection with an Agreed Certain Funds Purpose and specifying the applicable Agreed Certain Funds Period for that Agreed Certain Funds Subscription.

“Agreed Certain Funds Purpose” means, in respect of an Agreed Certain Funds Subscription, where the use of proceeds of such Subscription are for or in connection with (directly or indirectly), financing or refinancing a Permitted Acquisition, the payment of an earn-out, or deferred consideration (or similar) in connection with a Permitted Acquisition, any Acquisition Costs and/or for any other such purpose agreed with the relevant Incremental Series Majority Noteholders (acting reasonably).

“Agreed Certain Funds Subscription” means, in relation to an Incremental Series which all of the Incremental Series Noteholders providing such Incremental Series have agreed shall be provided on a “European certain funds basis” in accordance with the provisions of Clause ‎4.6 (Subscriptions for Incremental Series Notes during the Agreed Certain Funds Period), Notes issued or to be issued under the relevant Incremental Series during the Agreed Certain Funds Period, as set out in the applicable Agreed Certain Funds Period Notice.

“Agreed Certain Funds Transaction” means a Permitted Acquisition or any other transaction funded in whole or in part by the use of proceeds of an Agreed Certain Funds Subscription.

“Agreed Security Principles” means the principles set out in Schedule ‎10 (Agreed Security Principles).

“Ancillary Facility” has the meaning given to that term in the Facilities Agreement.

“Annual Financial Statements” has the meaning given to that term in Schedule 15 (Information Undertakings).

“Anti-Corruption Laws” means all laws of any jurisdiction applicable to Topco and the Obligors (as applicable) from time to time concerning or relating to anti-bribery, anti-money laundering or anti- corruption, including the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

“Applicable Accounting Principles” means, in respect of the Company or a member of the Group, GAAP or the accounting principles applicable to it in its jurisdiction of incorporation in each case to the extent applicable to the relevant financial statements and as applied from time to time.

“Applicable Cure Period” has the meaning given to that term in Clause 24.4 (Equity Cure).

“Applicable Metric” means any financial covenant, ratio or incurrence based permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof and any financial covenant, ratio, test, basket or threshold or permission or any other relevant provision based on the calculation of Consolidated EBITDA, Consolidated Net Income, Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) other than the financial covenant contained in Clause ‎24.2 (Financial Condition) of this Agreement.

“Applicable Reporting Date” means, as at any date of determination, at the Company’s election (which election the Company may revoke and re-make at any time and from time to time):

“Applicable Test Date” means, in relation to determining or testing any Applicable Metric for the purposes of this Agreement or the other Finance Documents, either (at the Company’s election):

and in each case, the Company may revoke and re-make such determination at any time and from time to time, provided that any determination as to whether a Default or Event of Default is continuing with respect to the incurrence of Indebtedness, the making of a Distribution may, at the Company’s option, be determined as at the relevant date set out in paragraphs ‎(b) to ‎(c) above, rather than the Applicable Reporting Date prior thereto.

“Applicable Transaction” means any investment, acquisition, disposition, sale, merger, joint venture, consolidation or other business combination transaction, incurrence, assumption, commitment, issuance, redemption, repayment, repurchase or refinancing of Indebtedness (including an Incremental Series) and the use of proceeds thereof, any creation of Security, any dividend, distribution or other payment, any disposal or any other transaction for which an Applicable Metric falls to be determined provided that, if any such transaction (the “first transaction”) is being effected in connection with another such transaction (the “second transaction”), the second transaction shall also be an Applicable Transaction with respect to the first transaction.

“Approved List” means the list of Noteholders and potential Noteholders in respect of any Series as agreed between the Company and the Original Noteholders and provided to the Agent, on or prior to the Closing Date and held by the Agent as the same may be amended from time to time in accordance with Clause ‎27.4 (Approved List).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule ‎5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking contained in the form set out in ‎Schedule ‎5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

“Available Commitment” means, in relation to a Series, a Noteholder’s Commitment under that Series minus (subject as set out below):

“Available Series” means, in relation to a Series, the aggregate for the time being of each Noteholder’s Available Commitment in respect of that Series.

“Bank Levy” means (i) any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation to its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011 (as amended), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Swedish bank levies as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) om förebyggande statligt stöd till kreditinstitut) (as amended) and/or the Swedish act on risk taxes for financial institutes (Sw. lag (2021:1256) om riskskatt för kreditinstitut), the French taxe bancaire de risque systemique as set out in Article 235 ter ZE of the French Tax Code, the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out by Article 235 ter ZE bis of the French Tax Code, the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades Financieras) as set out in the Law 16/2012 of 27 December 2021 and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose, (ii) any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation n 806/2014 of July 15 2014 and any bank surcharge or banking corporation tax surcharge as set out in Finance (No. 2) Act 2015 and any other surcharge or tax of a similar nature implemented in any other jurisdiction, or (iii) any bank surcharge or banking corporation tax surcharge as set out in Chapter 4 of Part 7A of the United Kingdom Corporation Tax Act 2010 and any other surcharge or tax of a similar nature implemented in any other jurisdiction, in each case which has been enacted or which has been formally announced or proposed as at the date the Noteholder becomes a Party.

“Base Case Model” means the financial model in agreed form relating to the Group (for these purposes assuming that the Closing Date has occurred) delivered to the Agent pursuant to Clause ‎4.1 (Initial conditions precedent).

“Base Currency” means:

“Base Currency Amount” means in relation to an issuance of Notes, the amount specified in the Subscription Request delivered by the Original Issuer for that issuance of Notes (or, if the amount requested is not denominated in the Base Currency, the amount converted into the Base Currency at the rate of exchange specified on the relevant Bloomberg screen (or any other reputable source approved by the Noteholders and the Company, in each case acting reasonably) for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on the date the Agent receives the Subscription Request in accordance with the terms of this Agreement) or such other rate and methodology as agreed between the Company and the Agent (acting on the instructions of the Majority Noteholders) each acting reasonably and in good faith), as adjusted to reflect any redemption, consolidation or division of an issuance of Notes, or (as the case may be) cancellation or reduction of a Commitment.

“Benchmark Rate Change” has the meaning given to that term in paragraph ‎(a) of Clause ‎39.12 (Replacement of Screen Rate).

“Borrowings” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Break Costs” means any amount specified as such in the applicable Reference Rate Terms.

“Budget” means:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York; and

a day which is an Additional Business Day relating to that issuance of Notes or Unpaid Sum, (in relation to any date for payment or purchase of a Compounded Rate Currency, or in relation to the determination of the length of an Interest Period or a Lookback Period for an amount in a Compounded Rate Currency), an Additional Business Day relating to that currency, provided that for the purposes of any Agreed Certain Funds Subscription and the calculation of the periods in connection with the relevant Agreed Certain Funds Period, “Business Day” shall at the Company’s option in relation to any determination of Business Days, mean any Business Day (or similar term) as defined under the relevant acquisition agreement.

“Capital Expenditure” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Captive Insurance Subsidiary” means any Restricted Subsidiary that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Centre of Main Interests” means the “centre of main interests” as such term is used in Article 3(1) of the EU Insolvency Regulation.

“Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms.

“CEO” means the chief executive officer of the Group or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of the Group.

“Certain Funds Period” means the period commencing on the date of this Agreement to and including 11.59 p.m. on the earliest to occur of:

or in each case such later time and date as agreed by the Original Noteholders (each acting reasonably and in good faith).

“Certain Funds Subscription” means any Note subscribed for or to be subscribed for during the Certain Funds Period.

“CFO” means the chief financial officer or finance director of the Group or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of the Group.

“Change of Law” means any change which occurs after the date of this Agreement or, if later, after the date on which the relevant Noteholder became a Noteholder pursuant to this Agreement (as applicable) in any law, regulation or treaty (or in the interpretation, administration or application of any law, regulation or treaty) or any published practice or published concession of any relevant tax authority other than a change that occurs pursuant to or in connection with the adoption, ratification, approval or acceptance of the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016 in or by any jurisdiction.

“Charged Property” means the assets of Topco and the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Clean-Up Period” means:

“Closing Date” means the date on which the Series B Notes are issued.

“Code” means the US Internal Revenue Code of 1986, as amended.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means a Series B Commitment or an Incremental Series Commitment.

“Commitment Letter” means the commitment letter dated 26 April 2025 from the Original Noteholders to the Successor Company.

“Company” means:

“Competitor” means:

and which (in each case) is:

“Compliance Certificate” means a certificate substantially in the form set out in Schedule ‎8 (Form of Compliance Certificate).

“Compounded Rate Currency” means:

“Compounded Rate Interest Payment” means, in relation to a Compounded Rate Currency, the aggregate amount of interest that:

“Compounded Rate Note” means, in relation to a Compounded Rate Currency, any Note or, if applicable, Unpaid Sum which is denominated in that Compounded Rate Currency.

“Compounded Rate Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:

“Compounded Reference Rate” means, in relation to a Compounded Rate Currency, for any applicable RFR Banking Day during the Interest Period of a Compounded Rate Note in that Compounded Rate Currency, the percentage rate per annum which is the applicable Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

“Confidential Information” means all information relating to the Investors, Topco, any Obligor, the Group, the Finance Documents or a Series of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Series from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Agent capable of being relied upon by the Company without requiring its signature and that cannot be materially amended without the consent of the Company.

“Consolidated Total Assets” means, as to any Person, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any applicable RFR Banking Day during an Interest Period for a Compounded Rate Note in a Compounded Rate Currency, (i) (in the case of Sterling) the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees with the Company to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule ‎19 (Daily Non-Cumulative Compounded RFR Rate)); or the latest Reference Rate Terms in relation thereto then in effect; or (ii) (in the case of any other Compounded Rate Currency) determined by the relevant person and in accordance with the relevant methodology as set out in the applicable latest Reference Rate Terms then in effect.

“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Declared Default” means:

“Default” means an Event of Default or any event or circumstance specified in Clause ‎‎26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default provided that (i) any such event or circumstance which requires any determination as to materiality to be made before it may become an Event of Default shall not be a Default until such determination is made and (ii) if subject to a materiality condition or threshold shall not constitute a default until such time as the relevant materiality condition or threshold in respect of that event or circumstance has been met or exceeded (as appropriate).

“Defaulting Noteholder” means any Noteholder (other than a Noteholder which is an Investor Affiliate):

unless, in the case of paragraph ‎(a) above:

payment is made within five (5) Business Days of its due date; or

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Disqualified Noteholder” means:

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“EBITDA Cure” has the meaning given to that term in Clause ‎24.4 (Equity Cure).

“Effective Yield” means in relation to a Series, the aggregate of:

“Equity Cure” has the meaning given to that term in paragraph ‎(a) of Clause ‎24.4 (Equity Cure).

“EU” means the European Union.

“EU Insolvency Regulation” means The Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“EUWA 2018” means the European Union (Withdrawal) Act 2018.

“Event of Default” means any event or circumstance specified as such in Clause ‎26 (Events of Default).

“Excess Cash Flow” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Excluded Assets” means

provided, however, that any such asset will only constitute an Excluded Asset under sub-paragraphs (A), (B) or (C) above to the extent such violation or breach, termination (or right of termination), default or right to amend would not be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any Relevant Jurisdiction or any other applicable law, provided, further, that any such asset shall cease to constitute an Excluded Asset at such time as the condition causing such violation, breach, termination (or right of termination) or default or right to amend or require other actions no longer exists and to the extent severable, the security interest granted under the applicable Security Document shall attach immediately to any portion of such General Intangible or other right that does not result in any of the consequences specified in sub-paragraphs (A) to (C) above;

“Excluded Jurisdiction” has the meaning given to that term in the Agreed Security Principles.

“Excluded Noteholder” has the meaning given to that term in Clause ‎39.7 (Excluded Commitments).

“Existing Group Debt” means:

“Existing Noteholder” has the meaning given to that term in Clause ‎27 (Changes to the Noteholders).

“Exit” has the meaning given to that term in Clause ‎10.1 (Exit).

“Facilities Agreement” means senior facilities agreement entered into on or around the date of this Agreement pursuant to which the lenders thereunder shall commit to provide the Original Revolving Facility.

“FATCA” means:

“FATCA Application Date” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Federal Assignment of Claims Act” means the Federal Assignment of Claims Act (41 U.S.C. § 15).

“Fee Letter” means:

“Finance Document” means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Incremental Series Notice, the Intercreditor Agreement, any Resignation Letter, any Debt Transfer Notice, the Notes and any Note Certificates, any Selection Notice, any Reference Rate Supplement, any Latest Compounded Rate Supplement, any Transaction Security Document, any Subscription Request and any other document designated as a “Finance Document” by the Agent and the Company.

“Finance Party” means the Agent, the Original Noteholders, the Security Agent or any Noteholder.

“Financial Covenant” has the meaning given to that term in Clause ‎24 (Financial covenant).

“Financial Quarter” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Financial Statements” means the Annual Financial Statements and the Quarterly Financial Statements.

“Financial Year” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Fraudulent Transfer Law” means any applicable U.S. Bankruptcy Law (including, without limitation, Section 548 of Title 11 of the United States Bankruptcy Code) or any U.S. state fraudulent transfer or conveyance statute and any related case law, and terms used in Clause ‎21.13 (U.S. limitation) are to be construed in accordance with the Fraudulent Transfer Laws.

“Funding Rate” means any individual rate notified by a Noteholder to the Agent pursuant to Clause ‎14.5 (Cost of funds).

“Funds Flow Statement” means the funds flow statement relating to the Transaction which is delivered to the Agent pursuant to Clause ‎4.1 (Initial conditions precedent).

“General Intangibles” means “General Intangibles” as defined in Article 9 of the UCC.

“Group” means the Company and each of its Subsidiaries for the time being.

“Guarantee Limitations” means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements or with respect to any other payment obligation under this Agreement or any other Finance Document, the limitations and restrictions applicable to such person pursuant to Clause ‎21.11 (Guarantee Limitations) to Clause ‎21.14 (Additional Guarantee Limitations) (inclusive) and the relevant Accession Deed applicable to such Additional Guarantor.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause ‎29 (Changes to the Obligors).

“Guarantor Coverage Test” means confirmation that the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (calculated on a last 12 months basis on the same basis as Consolidated EBITDA but taking each entity on an unconsolidated basis and excluding goodwill, all intra-Group items and investments in Subsidiaries of any member of the Group) (“ebitda”) of the members of the Group which are Guarantors equals or exceeds 85 per cent. of Consolidated EBITDA of the Group, provided that, for the purposes of calculating the Guarantor Coverage Test only:

“Hedge Counterparty” means any person which has become a party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement and has entered into a Hedging Agreement with a member of the Group.

“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by a member of the Group and a Hedge Counterparty:

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary (a) that does not have assets in excess of 2.5% of Consolidated Total Assets of the Group and (b) that does not contribute Consolidated EBITDA in excess of 2.5% of the Consolidated EBITDA of the Group, in each case, for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, provided that, the Consolidated Total Assets and Consolidated Adjusted EBITDA (as so determined) of all Immaterial Subsidiaries shall not exceed 5.0% of Consolidated Total Assets and 5.0% of Consolidated EBITDA, in each case, of Group for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available.

“Impaired Agent” means the Agent at any time when:

unless, in the case of paragraph ‎(a) above:

payment is made within three (3) Business Days of its due date; or

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule ‎11 (Form of Increase Confirmation).

“Increase Noteholder” has the meaning given to that term in paragraph (a)(ii) of Clause ‎2.3 (Increase).

“Increased Costs Noteholder” is a Noteholder to whom any Obligor becomes obligated to pay any amount pursuant to Clause ‎9.1 (Illegality), Clause ‎16.2 (Tax gross-up) or Clause ‎‎17.1 (Increased costs).

“Incremental Facility” has the meaning given to that term in the Facilities Agreement.

“Incremental Series” means one or more additional series of notes which are documented under this Agreement as described in Clause ‎2.2 (Incremental Series) including as a new or existing series and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Series.

“Incremental Series Commencement Date” means the date specified as the Incremental Series Commencement Date in the Incremental Series Notice relating to that Incremental Series.

“Incremental Series Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Incremental Series Issuer” means:

in each case, unless it has ceased to be an Issuer in accordance with Clause ‎29 (Changes to the Obligors).

“Incremental Series Majority Noteholders” means, in relation to an Incremental Series, a Noteholder or Noteholders whose Incremental Series Commitments relating to that Incremental Series aggregate more than 50 per cent. of the Total Incremental Series Commitments relating to that Incremental Series (or, if those Total Incremental Series Commitments have been reduced to zero, aggregated more than 50 per cent. of those Total Incremental Series Commitments immediately prior to that reduction).

“Incremental Series Note” means an Incremental Senior Series Note or an Incremental Super Senior Series Note.

“Incremental Series Noteholder” means, in relation to an Incremental Series, any person which is listed as such in the relevant Incremental Series Notice.

“Incremental Series Noteholder Certificate” means a document substantially in the form set out in Schedule ‎14 (Form of Incremental Series Noteholder Certificate).

“Incremental Series Notice” means a notice substantially in the form set out in Schedule ‎13 (Form of Incremental Series Notice) (or any other form agreed between the Agent (acting on the instructions of the relevant Incremental Series Noteholders) and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with Clause ‎2.2 (Incremental Series).

“Incremental Series Terms” means the terms set out in paragraph ‎4 of Schedule ‎13 (Form of Incremental Series Notice).

“Incremental Senior Series” means an Incremental Series that is designated as an “Incremental Senior Series” in an Incremental Series Notice.

“Incremental Senior Series Note” means a note issued or to be issued under an Incremental Senior Series or the principal amount outstanding for the time being of that note (including any amount which is outstanding prior to the relevant Incremental Series Commencement Date).

“Incremental Super Senior Series” means an Incremental Series that is designated as an “Incremental Super Senior Series” in an Incremental Series Notice.

“Incremental Super Senior Series Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Incremental Super Senior Series Note” means a note issued or to be issued under an Incremental Super Senior Series or the principal amount outstanding for the time being of that note (including any amount which is outstanding prior to the relevant Incremental Series Commencement Date).

“Insolvency Event” in relation to a person means that the person:

“Intellectual Property” means:

“Intercreditor Agreement” means the intercreditor agreement dated on or around the date of this Agreement and made between, among others, Topco, the Successor Company, the Original Noteholders, the Agent and the Security Agent.

“Interest Period” means, in relation to an issuance of Notes, each period determined in accordance with Clause ‎13 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎‎12.4 (Default interest).

“Interpolated Primary Term Rate” means, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

each as of the Quotation Time.

“Investment Company” has the meaning given to it in the U.S. Investment Company Act of 1940, as amended.

“Investor Affiliate” means (a) any Investor and each of its Affiliates, (b) any sponsor, limited partnerships or entities managed or advised by an Investor or any of its Affiliates, (c) any trust of an Investor or any of its Affiliates or in respect of which any such persons are a trustee, (d) any partnership of an Investor or any of its Affiliates or in respect of which any such persons are a partner and (e) any trust, fund or other person which is managed by, or is under the control of, an Investor or any of its Affiliates, but excluding (in each case) (i) any fund or person that is affiliated with or managed and/or advised by any Investor where the principal business of such affiliated fund or person is investing in debt and (ii) any member of the Group. “Investor Affiliate” shall include all parties acting in concert with the Investors (and their Affiliates and direct and indirect Subsidiaries) and all shareholders (direct or indirect) in the Company from time to time.

“Investors” means any person holding (directly or indirectly) any issued share capital of the Company from time to time.

“IP completion day” has the meaning given to that term in the European Union (Withdrawal Agreement) Act 2020.

“Issuer” means

“IRS” means the U.S. Internal Revenue Service.

“Joint Venture” means any joint venture entity or similar arrangement, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other person.

“Latest Compounded Rate Supplement” means, in relation to a currency, the most recent Compounded Rate Supplement (if any) for which the condition in paragraph ‎(a) of the definition of “Compounded Rate Supplement” in relation to such currency is satisfied.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause ‎‎4.1 (Initial conditions precedent) or Clause ‎‎29 (Changes to the Obligors).

“Legal Reservations” means:

may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which such security has been granted or purported to be granted;

“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Listed” means the Notes being admitted to the official list of listed securities maintained by TISE.

“Listing” means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company of a member of the Group on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any Holding Company of any member of the Group in any jurisdiction or country.

“LMA” means the Loan Market Association.

“Loan to Own/Distressed Investor” means any person (a “Relevant Person”) or an Affiliate or Related Entity thereof, including an Affiliate or a Related Entity of a Noteholder, whose principal business or material activity is:

provided that:

shall not, in each case, be a Loan to Own/Distressed Investor.

“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.

“Major Event of Default” means any event or circumstances constituting an Event of Default that is continuing under any of:

in each case as it relates to:

“Major Representation” means a representation or warranty under any of:

in each case as it relates to:

“Major Undertaking” means an undertaking under any of:

in each case as it relates to:

“Majority Series B Noteholders” means one or more Noteholders whose Series B Commitments aggregate more than 50 per cent. of the Total Series B Commitments (or, if the Total Series B Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Series B Commitments prior to that reduction).

“Majority Noteholders” means:

“Majority Super Senior Series Noteholders” means one or more Noteholders whose Total Super Senior Series Commitments aggregate more than 50 per cent. of the Total Super Senior Series Commitments (or, if the Total Super Senior Series Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Super Senior Series Commitments prior to that reduction).

“Margin” means:

provided that:

provided further that:

“Margin Event of Default” means an Event of Default that has occurred and is continuing under Clause ‎26.1 (Non-payment) in respect of non-payment under this Agreement, Clause ‎26.6 (Insolvency), Clause ‎26.7 (Insolvency Proceedings), Clause ‎26.8 (Creditors’ process) or Clause ‎26.3 (Other Obligations), solely as a result of a failure to deliver any Annual Financial Statements or Quarterly Financial Statements in accordance with Schedule 15 (Information Undertakings) such that the applicable Margin above cannot be calculated.

“Margin Regulations” means Regulations T, U and X issued by the Board of Governors of the United States Federal Reserve System.

“Margin Stock” means “margin stock” or “margin securities” as defined in the Margin Regulations.

“Market Disruption Noteholder” means a Noteholder which invokes the benefit of Clause ‎14.4 (Market disruption).

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Reference Rate Terms.

“Material Adverse Effect” means a material adverse effect on:

“Material Company” means, at any time:

in each case, provided that:

“Material Event of Default” has the meaning given to the term “Super Senior Material Event of Default” in the Intercreditor Agreement.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that,

The above rules will only apply to the last month of any period.

“Monthly” shall be construed accordingly.

“Multi-account Overdraft” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“New Debt Financing” has the meaning given to that term in the Intercreditor Agreement.

“New Noteholder” has the meaning given to that term in Clause ‎27.1 (Assignments and transfers by the Noteholders).

“New Shareholder Injections” means the net proceeds of:

in each case received by the Company after the Closing Date.

“Non-Consenting Noteholder” means any Noteholder which does not agree to (or fails to accept or reject a request for) a consent to a departure from, or waiver or amendment of any provision of the Finance Documents which has been requested by the Company (or the Agent on its behalf) by the end of the period of ten (10) Business Days (or five (5) Business Days if such Noteholder is a Defaulting Noteholder or any other period of time notified by the Company with the prior agreement of the Agent if the period for this provision to operate is less than ten (10) Business Days (or five (5) Business Days (as applicable)) of a request being made where, in each case, the requested consent, waiver or amendment is one which:

“Non-Cooperative Jurisdiction” means any jurisdiction listed on the EU list of non-cooperative jurisdictions for tax purposes maintained by the European Council.

“Non-Obligor” means a member of the Group which is not an Obligor.

“Not Otherwise Applied” means, in relation to any amount which is proposed to be included, applied, designated or taken into account, that such amount has not been (and is not simultaneously being), included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission.

“Note” means a Series B Note and/or an Incremental Series Note.

“Note Certificate” means a note certificate in or in substantially the form set out in Schedule 20 (Form of Note Certificate) including any replacement Note Certificate issued pursuant to Clause ‎6.6 (Replacement of Note Certificates).

“Noteholder” means:

which in each case has not ceased to be a Noteholder in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Noteholder in relation to any Series and (ii) payment in full of all amounts which then are due and payable to such Noteholder under that Series, such Noteholder shall not be regarded as a Noteholder for that Series for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Noteholder (or any class thereof) has been complied with.

“Notes Office” means:

“Notifiable Debt Purchase Transaction” has the meaning given to that term in ‎Clause ‎28.2 (Notifiable Debt Purchase Transaction).

“Obligor” means an Issuer or a Guarantor.

“Obligors’ Agent” means the Successor Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause ‎2.5 (Obligors’ Agent).

“OFAC” means the Department of the Treasury’s Office of Foreign Assets Control of the United States of America.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause ‎4.3 (Conditions relating to Optional Currencies).

“Original Series B Noteholder” means an Original Noteholder having a Series B Commitment set out opposite its name in Part 3 of Schedule ‎1 (The Original Parties).

“Original Financial Statements” means the Form 10-K filed with the Securities and Exchange Commission for Inspired Entertainment, Inc. for the Financial Year ended 31 December 2024.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Obligor, as at the date on which that Additional Obligor becomes Party as an Issuer or a Guarantor (as the case may be).

“Original Noteholders” means an Original Noteholder listed in Part 3 of Schedule ‎1 (The Original Parties).

“Original Obligor” means an Original Issuer or an Original Guarantor.

“Original Revolving Facility” means the revolving credit facility in an initial committed amount of £17,700,000 to be made available to certain members of the Group on or around the date of this Agreement.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Pension Items” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notifications of or under the Transaction Security Documents and/or the Security created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect any Security or the Transaction Security Documents or to achieve the relevant priority expressed therein.

“Permitted Holding Company Activity” means:

(in each case including in relation to the Existing Group Debt and the related acquisitions and transactions) and all other transactions, matters and/or circumstances (and in each case all related transactions, matters and/or circumstances) which subsisted or are subsisting on or prior to the Closing Date and in each case provided that there are no material trading activities or material trading liabilities;

“Permitted Holding Company Reorganisation” means the reorganisation of the structure of the Group (and its Holding Companies) as more particularly set out in steps 1 to 4 of the Permitted Holding Company Reorganisation Steps Plan provided that:

“Permitted Holding Company Reorganisation Steps Plan” means the steps plan titled “Reorganisation of DMWSL 633 Ltd and DMWSL 632 Ltd” and dated June 2025, prepared by PwC and in the form most recently delivered to the Original Noteholders on or prior to the date of this Agreement.

“Permitted Reorganisation” means:

“Permitted Sanction Action” means an action in relation to any Sanctions imposed, administered or enforced from time to time by a Sanctions Authority, which is licensed or otherwise authorised by that Sanctions Authority.

“Permitted Structural Adjustment” means a Structural Adjustment which has been consented to by the requisite Noteholders and the Company as set out in paragraph ‎(c) of Clause ‎‎39.6 (Other Exceptions).

“Permitted Transaction” means:

“Prevailing Market Determination” means a determination by the Agent (that shall be made by the Agent (acting on behalf of the Majority Lenders, acting in good faith and promptly)) in relation to the provisions of any document or any Benchmark Rate Change, where such determination shall be given if such provisions broadly reflect at such time any prevailing London or European market position for loans in the relevant currency or reflect the position as set out in another unitranche precedent for any issuer owned (directly or indirectly, in whole or in part) by any Investor or Investor Affiliate (including any precedent provided to the Agent by the Company in respect of such provisions).

“Primary Term Rate” means, in relation to any Term Rate Note, the rate specified as such in the applicable Reference Rate Terms.

“Quasi-Security” means a transaction or arrangement to:

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing the acquisition of an asset.

“Quotation Day” means, in respect of a Term Rate Note, in relation to any period for which an interest rate is to be determined:

unless market practice differs in the Relevant Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms or, in relation to any Term Rate Note, the Specified Time on the Quotation Day.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Bank Quotation” means any quotation supplied to the Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks in relation to any Term Rate Note (except a USD Term Rate Note), as the rate at which the relevant Reference Bank could borrow funds in the Relevant Market, in each case, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market size in that currency and for that period.

“Reference Banks” means up to three (3) Noteholders or other banks or financial institutions as may be appointed by the Agent in consultation with the Company (provided that no Finance Party shall be appointed as a Reference Bank without its consent).

“Reference Rate Supplement” means, in relation to a Compounded Rate Currency or a Term Rate Currency, a document which:

“Reference Rate Terms” means, in relation to:

the terms set out for that currency, and (where such terms are set out for different categories of Note, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Note, Unpaid Sum or accrual, in Schedule 18 (Reference Rate Terms) or in any Reference Rate Supplement.

“Refinancing” means the redemption, prepayment and/or discharge (howsoever described) to be made in respect of the Existing Group Debt with the proceeds of the Series B Notes and/or the Original Revolving Facility on or around the Closing Date.

“Refinancing Debt” means any indebtedness of the Group that is incurred to refund, refinance, replace, exchange, renew, redeem, repay or extend (including pursuant to any defeasance or discharge mechanism) all or any part of any indebtedness of the Group, including any Notes or Incremental Series (and of any refinancing, exchange or replacement financing thereof from time to time) (the “Refinanced Debt”) and all fees, underwriting discounts, original issue discounts, premiums, costs and expenses and any prepayment or redemption premia and discounts incurred in connection with any Refinanced Debt, and any related stamp or other taxes, notarial or registration fees provided that:

“Register” means the register of Notes maintained by the Agent.

“Related Entity” in relation to a fund and/or managed account or person or entity which is an Affiliate of a fund and/or managed account and/or other corporate entity (the “First Fund”), a fund and/or managed account and/or other corporate entity (and/or an Affiliate thereof) which is managed or advised by the same investment manager or investment adviser as the First Fund; or whose board of directors is the same as the First Fund; or if employees of the investment manager or investment advisor or an affiliate thereof of the First Fund comprise the majority of its board of directors or, if it is managed by a different investment manager or investment adviser, a fund and/or managed account and/or other corporate entity whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Fund, or a fund and/or managed account and/or other corporate entity which is under common investment control as the First Fund.

“Relevant Event of Default” means an Event of Default which is continuing under Clause ‎26.1 (Non-payment), Clause ‎26.6 (Insolvency), Clause ‎26.7 (Insolvency proceedings) and/or Clause ‎26.8 (Creditors’ process).

“Relevant Jurisdiction” means, in relation to Topco, the Original Company or an Obligor:

“Relevant Market” means the market specified as such in the applicable Reference Rate Terms.

“Relevant Period” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clause ‎‎22.2 (Status) to Clause ‎22.7 (Governing law and enforcement).

“Replaced Finance Party” has the meaning given to that term in Clause ‎39.8 (Replacement of Noteholder).

“Reporting Day” means the day (if any) specified as such in the applicable Reference Rate Terms.

“Reporting Entity” means (a) the Company; or (b) any Holding Company thereof (as determined at the sole discretion of the Company).

“Reporting Entity Group” means the applicable Reporting Entity and each of its Subsidiaries (or in the case of Subsidiaries of the Company, limited to Subsidiaries).

“Reporting Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule ‎7 (Form of Resignation Letter).

“Restricted Finance Party” means a Finance Party that notifies the Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

“Restricted Member of the Group” means a member of the Group in respect of which the Company notifies the Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

“RFR” means the rate specified as such in the applicable Reference Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Reference Rate Terms.

“Roll-Up Investor” means any person (other than the Original Subordinated Creditor under and as defined in the Intercreditor Agreement) which holds any issued share capital in the Company at any time pursuant to a Permitted Acquisition provided that such person only holds shares in the Company for such temporary period of time as determined by the Company (acting reasonably and in good faith) that is required in connection with transaction steps required to effect a roll-up of investors to a Holding Company of the Company, as part of any Permitted Acquisition and which shall not be longer than five (5) Business Days from the date of completion of such Permitted Acquisition.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the target of comprehensive country Sanctions (as of the date of this Agreement, being Russia, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Luhansk and Donetsk regions of Ukraine).

“Sanctioned Obligation” means any obligation of (or owed to) any Obligor pursuant to or in connection with any Finance Document owed to a Sanctioned Person (including the making (or receiving) of any direct or indirect payment; the taking of any action or step (including any procurement obligation) or otherwise the carrying on of business or dealings with any Sanctioned Person) which is or is reasonably expected to be (each if and to the extent determined by such Obligor acting in good faith and notified to an Agent at any time and from time to time) restricted, embargoed, conditioned or prevented (directly or indirectly due to a restriction, embargo, condition or prohibition, including with respect to the use of applicable payment transmission or other payment transfer system) in accordance with any law, regulation or sanction of any applicable jurisdiction that is not generally applicable to all Noteholders.

“Sanctioned Party” means a Noteholder in respect of which any Obligor has a Sanctioned Obligation (as determined by such Obligor acting in good faith and notified to an Agent at any time and from time to time).

“Sanctioned Person” means any individual or other person that is (or individuals or entities that are):

provided that, for the purpose of this definition, a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are (i) not prohibited under applicable Sanctions or (ii) permitted under a licence, licence exemption or other authorisation of a Sanctions Authority.

“Sanctions” means any economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures imposed, enacted, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means:

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Asset Freeze Targets issued by Her Majesty’s Treasury, or any equivalent list issued or maintained and made public by any of the Sanctions Authorities as amended, supplemented or substituted from time to time.

“Sanctions Provision” means Clause ‎22.25 (Sanctions).

“Screen Rate” means the “Primary Term Rate / Screen Rate” (if any) specified as such in the applicable Reference Rate Terms.

“Secured Parties” means each Finance Party which from time to time is a Party, any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien, abstract acknowledgement or promises of debt, assignments, assignment or tranfer for security purposes, retention of title arrangement, land charges (including security purpose declarations) or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part 12 of ‎Schedule ‎3 (Requests and Notices) given in accordance with Clause ‎‎13 (Interest Periods) in relation to a Series.

“Senior Series “ means Series B and (as applicable and so designated in an Incremental Series Notice) any Incremental Senior Series.

“Senior Series Commitments” means the Commitments under the Senior Series.

“Senior Series Noteholder” means a Noteholder under a Senior Series.

“Senior Management” means the CEO and CFO (or analogous positions) of the Group at any time.

“Senior Note” means a Series B Note or an Incremental Senior Series Note.

“Series” means Series B and/or an Incremental Series, in each case as the context requires.

“Series B” means the series of notes to be purchased under this Agreement as described in paragraph (a) of Clause ‎2 (The Notes).

“Series B Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Series B Noteholder” means:

which in each case has not ceased to be a Series B Noteholder in accordance with this Agreement.

“Series B Note” means a note issued or to be issued under Series B or the principal amount outstanding for the time being of that note.

“Significant Assets” means assets of one or more members of the Group which contribute thirty (30) per cent. or more of the Consolidated EBITDA of the Group or represent thirty (30) per cent. or more of the gross assets of the Group (calculated using the same methodology as applicable under the definition of “Material Company”).

“Significant Company” means any member of the Group which has earnings before interest, tax, depreciation and amortisation calculated on the same basis as Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) representing thirty (30) per cent. or more of Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) or has gross assets (excluding intra-group items) representing thirty (30) per cent. or more of the gross assets of the Group, calculated on a consolidated basis (provided that in determining whether a member of the Group satisfies the criteria for being a Significant Company under this definition, any member of the Group which has negative EBITDA shall be treated as if its EBITDA were zero).

“Significant Disposal” means the disposal in one or more transactions (as appropriate) of a Significant Asset or a Significant Company.

“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Event of Default” means (a) the entry by a court of competent jurisdiction of a decree or order for relief in respect of any Specified Obligor in an involuntary case under any Bankruptcy Law now or hereafter in effect, which decree or order is not stayed or dismissed or any other similar relief shall be granted under any applicable federal, state or local law, which relief is not stayed or dismissed within twenty (20) Business Days of commencement, (b) the commencement of an involuntary case against any Specified Obligor under any Bankruptcy Law, the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Specified Obligor, or over all or a substantial part of its property; or the involuntary appointment of an interim receiver, trustee or other custodian of any Specified Obligor for all or a substantial part of its property, which, in any case under this paragraph (b), shall not have been dismissed, vacated, bonded or stayed pending appeal within twenty (20) Business Days of commencement or (c) the entry against any Specified Obligor of an order for relief, the commencement by any Specified Obligor of a voluntary case under any Bankruptcy Law, or the consent by any Specified Obligor to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under any Bankruptcy Law, or the consent by any Specified Obligor to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property, in each case of clauses (a) through (c), solely to the extent any of the foregoing events constitutes an Event of Default pursuant to in Clause ‎26.7 (Insolvency Proceedings) or ‎26.8 (Creditors’ Process)

“Specified Time” means a day or time of day determined in accordance with Schedule ‎9 (‎Timetables).

“Structural Adjustment” means, otherwise than as contemplated in Clause 2.2 (Incremental Series) or Clause 2.3 (Increase):

in each case; and/or

“Subordinated Debt” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Subscription Date” means the date of an issuance of Notes.

“Subscription Request” means a notice substantially in the relevant form set out in Part 1 of ‎Schedule ‎3 (Requests and Notices).

“Subsidiary” means any company or corporation (excluding any such entities which are Loan to Own/Distressed Investors):

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its Board of Directors or equivalent body.

“Super Majority Noteholder Objection” means, in respect of a document, supplement, proposal, request or amendment in relation to this Agreement or any other Finance Document, that such document, supplement, proposal, request or amendment has been rejected by the Super Majority Noteholders, in each case by 11.00 am on the date falling ten (10) Business Days (or such longer period which the Company notifies to the Agent) after the date on which the Company (or other member of the Group) delivers the relevant document, supplement, proposal, request or amendment to the Agent. Unless the Company notifies the Agent, Clause ‎39.7 (Excluded Commitments) shall not apply when determining the Super Majority Noteholders for these purposes (and the Company may elect for one of more of such Clauses to apply in respect of any particular document, supplement, proposal, request or amendment from time to time).

“Super Majority Noteholders” means a Noteholder or Noteholders whose Commitments aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 80 per cent. or more of the Total Commitments immediately prior to that reduction).

“Super Majority Super Senior Series Noteholders” means, subject to Clause ‎39.6 (Other Exceptions), the Super Senior Series Noteholders:

“Super Senior Enforcement Notice” has the meaning given to that term in the Intercreditor Agreement.

“Super Senior Series “ means any Incremental Super Senior Series.

“Super Senior Series Commitments” means the Commitments under the Super Senior Series.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day” means any day on which T2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by any government or other taxing authority (and Taxes and Taxation shall be construed accordingly).

“Tax Sharing Agreement” means any tax sharing, profit and loss pooling, tax loss transfer, fiscal unity (including fiscale eenheid) or similar or equivalent agreement or arrangement on customary or arm’s length terms between the Company, its Subsidiaries and/or any Holding Companies thereof.

“Term Rate Currency” means:

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

“Term Rate Note” means any Note or, if applicable, Unpaid Sum which is not (or has not become, following a Compounded Rate Supplement or Benchmark Rate Change in relation thereto taking effect) a Compounded Rate Note.

“Term Reference Rate” means, in relation to a Term Rate Note:

and (in respect of the Series B Notes) if, in either case, that rate is less than three per cent. per annum, the Term Reference Rate shall be deemed to be three per cent. per annum.

“Termination Date” means;

“Total Commitments” means the aggregate of the Total Series B Commitments and the Aggregate Total Incremental Series Commitments, being £270,000,000 as at the date of this Agreement.

“Total Series B Commitments” means the aggregate of the Series B Commitments, being £270,000,000 as at the date of this Agreement.

“Total Incremental Series Commitments” means, in relation to an Incremental Series, the aggregate of the Incremental Series Commitments relating to that Incremental Series, being £0 as at the date of this Agreement.

“Total Super Senior Series Commitments” means the aggregate of the Total Incremental Super Senior Series Commitments, being £0 as at the date of this Agreement.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group and including any such bonds or letters of credit issued under an Ancillary Facility.

“Transaction” or “Transactions” means the Refinancing and the other transactions contemplated by the Finance Documents and/or the Funds Flow Statement (in each case including the financing or refinancing thereof).

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent and/or the Secured Parties (or any of them) pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

“Transfer Certificate” means a certificate substantially in the form set out in Schedule ‎4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the creation or perfection of security interests.

“UK” means The United Kingdom of Great Britain and Northern Ireland.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US”, “U.S.” or “United States” means the United States of America, its territories and possessions.

“U.S. Bankruptcy Law” has the meaning given to that term in the definition of “Bankruptcy Law”.

“USD Term Rate Note” means a Term Rate Note which is denominated in US Dollars.

“US Government Securities Business Day” means any day other than:

“U.S. Guarantor” means any Guarantor that is incorporated, formed or organised under the laws of the U.S. or any State of the U.S. (including the District of Columbia).

“U.S. Obligor” means any Obligor that is incorporated, formed or organized under the laws of the U.S. or any State of the U.S. (including the District of Columbia).

“U.S. Person” means a “United States Person” as defined in Section 7701(a)(30) of the Code (including an entity disregarded as being separate from its owner for U.S. federal income tax purposes if its regarded owner for U.S. federal income tax purposes is a “United States Person”).

“VAT” means:

“Wholly-Owned Subsidiary” of any Person means Restricted Subsidiary of such Person 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be owned by a resident of the Relevant Jurisdiction) are owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Event” means the withdrawal of any participating member state of the European Union from the single currency of the participating member states of the European Union and/or the redenomination of the euro into any other currency by the government of any current or former participating member state of the European Union and/or the withdrawal (or any governmental decision to withdraw or any vote or referendum electing to withdraw) of any member state from the European Union.

“Working Capital” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

and “guaranteed” and “guarantor” shall be construed accordingly;

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the Parties, unless otherwise required by the Company, and after the said effective date all references in this Agreement to the Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Company by the Agent or Security Agent.

in and of itself, shall directly or indirectly (or shall be deemed to) constitute, or result in, a breach of any representation and warranty or undertaking or other term in the Finance Documents or result in the occurrence of a Default or an Event of Default and each shall be expressly permitted under the terms of the Finance Documents.

provided that no Carry Forward Amount may be carried forward for more than one successive Annual Period, save for any Carry Forward Amounts in respect of annual baskets set out in the Section 1 (Limitation on Restricted Payments) in Schedule 16 (General Undertakings) (other than the Share Repurchases Basket).

In the Finance Documents:

No Finance Party (in their capacity as a Finance Party) will have any recourse to any Investor that is not party to a Finance Document (and to the extent an Investor is a party to a Finance Document there shall only be recourse to the extent of its liability under the terms of such Finance Document) in respect of any term of any Finance Document, any statements by Investors, or otherwise. Each Finance Party (in such capacity) hereby waives its rights to argue to the contrary.

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause ‎1.8 (subject to Clause ‎1.6 (Third Party Rights)) and the provisions of the Third Parties Act. Each Finance Party hereby waives its rights to argue to the contrary.

Where any member of the Group (the “first person”) is required under this Agreement or any other Finance Document to ensure or procure certain acts, events or circumstances in relation to any other person (the “second person”) and the first person owns less than fifty-one (51) per cent. in aggregate of the issued voting share capital (or instruments providing equivalent control) in the second person or is otherwise limited or restricted by applicable law or regulation, the first person shall only be obliged to use its reasonable efforts, subject to all limitations and restrictions on the influence it may exercise as a shareholder over the second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law or regulation which requires the consent of the other shareholders or other person, and its obligation to ensure or procure shall not be construed as a guarantee for such acts, events or circumstances.

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, to the extent that any Noteholder extends the maturity date of, or replaces, renews or refinances, any of its then-existing Notes with Incremental Series Notes and/or Refinancing Debt, in each case, that are effected by means of a “cashless roll” by such Noteholder, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made in “euro”, “dollars” in “sterling” or any other Optional Currency, “in immediately available funds”, “in cash” or any other similar requirement.

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

In this Clause 1.11:

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.