Exhibit 10.1 


 


Execution
Version


 


	From:	Inspired
    Entertainment Inc. (the “Company”)
	 	 
	To:	Lucid
    Agency Services Limited, as agent under the Facilities Agreement (the “Agent”)
	 	6th
    Floor, No 1 Building
	 	1-5
    London Wall Buildings
	 	London
    EC2M 5PG
	 	 
	Attention:	Transaction
    Management (deals@lucid-ats.com)
	 	 
	Date:	22
    June 2020


 


By
post and email


 


Dear
Sirs,


 


Inspired
Entertainment Inc. - Amendment to the extended grace period letter agreement dated 6 April 2020 between the Company for itself
and for and on behalf of each other Obligor and the Agent for itself and for and on behalf of the Majority Lenders (“Extended
Grace Period Letter Agreement”).


 


		1.	Introduction



 


		1.1	We
                                         refer to:



 


		(a)	the
                                         senior facilities agreement originally dated 27 September 2019 between, amongst
                                         others the Company as company, Nomura International plc and Macquarie Corporate Holdings
                                         Pty Limited (UK Branch) as Original Lenders, Inspired Gaming (UK) Limited and Gaming
                                         Acquisitions Limited as Original Revolving Facility Borrowers, the Agent as agent and
                                         Lucid Trustee Services Limited as Security Agent (as amended, amended and restated or
                                         otherwise modified from time to time (the “Facilities Agreement”));



 


		(b)	the
                                         Extended Grace Period Letter Agreement; and



 


		(c)	the
                                         amendment to the Extended Grace Period Letter Agreement and Facilities Agreement dated
                                         15 June 2020 between the Company for itself and for and on behalf of each other Obligor,
                                         and the Agent for itself and for and on behalf of each of the Lenders (acting on the
                                         instructions of the Majority Lenders).



 


		1.2	Terms
                                         defined in the Facilities Agreement or the Extended Grace Period Letter Agreement (as
                                         amended) have the same meanings in this Letter unless the context otherwise requires.



 


		1.3	The
                                         provisions of clauses 1.2 (Construction) of the Facilities Agreement apply to
                                         this Letter as though they were set out in full in this Letter, except that references
                                         to the Facilities Agreement shall be construed as references to this Letter.



 


		1.4	This
                                         Letter is a Finance Document for the purposes of the Facilities Agreement.



 


		1.5	By
                                         this Letter the Company (for itself and as agent on behalf of each other Obligor) is
                                         requesting that the Agent (acting on the instructions of the Majority Lenders in accordance
                                         with clause 42.1(c) (Required consents) of the Facilities Agreement) enter into
                                         this Letter to agree certain amendments to the Facilities Agreement and the Extended
                                         Grace Period Letter Agreement.



 




     


     


    




 


		2.	Amendments
                                         and Acknowledgment



 


		2.1	With
                                         effect from the date on which each of the Company and the Agent has duly signed, dated
                                         and exchanged this Letter, the Company and the Agent agree the Extended Grace Period
                                         Letter Agreement shall be amended as follows:



 


		(a)	The
                                         definition of Extended Grace Period shall be amended to read as follows:



 


“Extended
Grace Period means the period on and from the Effective Date until the earlier to occur of the following:


 


		(a)	any
                                         circumstances constituting an Event of Default under the Facilities Agreement;



 


		(b)	any
                                         default by the Company in respect of its obligations as set out in this Letter; or



 


		(c)	the
                                         earlier of 5.00 p.m. (London time) on 24 June 2020 and the ARA Effective Date (or such
                                         later date as agreed by the Company and the Agent (acting on the instructions of the
                                         Majority Lenders) in writing).”



 


		(b)	Paragraph
                                         2.2 of the Extended Grace Period Letter Agreement shall be amended to read as follows:



 


“For
the duration of the Extended Grace Period, the Majority Lenders confirm that:


 


		(a)	Clause
                                         28.1 (Payment Default) of the Facilities Agreement shall be amended to read as
                                         follows:



 


“28.1
Payment Default


 


An
Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which
it is expressed to be payable unless:


 


		(a)	in
                                         the case or principal and interest, such payment is made within three Business Days of
                                         its due date or, solely in the case of the payment of interest in respect of Facility
                                         B which fell due on 1 April 2020, such payment is made by the earlier of 5.00 p.m. (London
                                         time) on 24 June 2020 and the ARA Effective Date; or



 


		(b)	in
                                         the case of any other amount, payment is made within five Business Days of the due date.”;



 


		2.2	It
                                         is hereby agreed and acknowledged that, notwithstanding anything to the contrary in the
                                         Extended Grace Period Letter Agreement, paragraph 6 of the Extended Grace Period Letter
                                         Agreement no longer applies to the Finance Parties and they shall not have any obligations
                                         under or in connection with that paragraph.



 




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		2.3	With
                                         effect from the date on which each of the Company and the Agent has duly signed, dated
                                         and exchanged this Letter, the Company and the Agent agree that, for the duration of
                                         the Extended Grace Period, the Facilities Agreement shall be amended as follows:



 


		(a)	Clause
                                         28.1 (Payment Default) of the Facilities Agreement shall be amended to read as
                                         follows:



 


“28.1
Payment Default


 


An
Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which
it is expressed to be payable unless:


 


		(a)	in
                                         the case or principal and interest, such payment is made within three Business Days of
                                         its due date or, solely in the case of the payment of interest in respect of Facility
                                         B which fell due on 1 April 2020, such payment is made by the earlier of 5.00 p.m. (London
                                         time) on 24 June 2020 and the ARA Effective Date; or



 


		(b)	in
                                         the case of any other amount, payment is made within five Business Days of the due date.”;



 


		2.4	The
                                         Parties acknowledge and agree that on termination or expiry of the Extended Grace Period,
                                         the amendment specified in paragraph 2.3 above shall cease to take effect and the previous
                                         form of clause 28.1 (Payment Default) of the Facilities Agreement shall be immediately
                                         reinstated in full.



 


		3.	Guarantee
                                         and security confirmation



 


		3.1	Without
                                         prejudice to the rights of any Finance Party which have arisen on or before the Effective
                                         Date:



 


		(a)	the
                                         Company for itself and as agent on behalf of each other Obligor confirms that, on and
                                         after the Effective Date:



 


		(i)	the
                                         Facilities Agreement as amended by this Letter and the other Finance Documents will remain
                                         in full force and effect; and



 


		(ii)	the
                                         Transaction Security Documents to which it is a party will continue to secure all obligations
                                         which are expressed to be secured by those documents (including, without limitation,
                                         each Obligor’s obligations under the Facilities Agreement) as amended by this Letter;
                                         and



 


		(b)	each
                                         Guarantor confirms that, on and after the Effective Date, its guarantee, undertaking
                                         and indemnity under clause 23 (Guarantees and Indemnity) of the Facilities Agreement
                                         will remain in full force and effect and will extend to each Obligor’s obligations under
                                         the Finance Documents (including, without limitation, their obligations under the Facilities
                                         Agreement as amended by this Letter).



 


		3.2	To
                                         the extent that a Guarantor’s guarantee, undertaking or indemnity under clause 23 (Guarantees
                                         and Indemnity) of the Facilities Agreement is not, for any reason, enforceable on
                                         or after the Effective Date in relation to any Obligor’s obligations under the Finance
                                         Documents (including, without limitation, their obligations under the Facilities Agreement,
                                         as amended by this Letter), that Guarantor guarantees to, undertakes with and indemnifies
                                         each Finance Party on the terms of that clause in relation to those obligations on and
                                         after the Effective Date.



 




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		4.	Representations
                                         and warranties



 


		4.1	The
                                         Company (for itself and as agent on behalf of each other Obligor) makes the following
                                         representations and warranties to the Agent, on behalf of the Finance Parties, on the
                                         Effective Date:



 


		(a)	each
                                         of the Repeating Representations; and



 


		(b)	that
                                         it has the power to enter into, perform and deliver, and has taken all necessary action
                                         to authorise its entry into, performance and delivery of, this Letter and the transactions
                                         contemplated by this Letter.



 


		4.2	The
                                         Company:



 


		(a)	confirms
                                         that it is entering into this Letter for itself and on behalf of each other Obligor pursuant
                                         to clause 2.6 (Obligors’ Agent) of the Facilities Agreement; and



 


		(b)	undertakes
                                         to procure that each of the other Obligors shall comply with the terms of this Letter.



 


		5.	Reservation
                                         of rights



 


		5.1	Save
                                         to the extent expressly agreed pursuant to the terms of this Letter, the Finance Documents
                                         shall remain in full force and effect.



 


		5.2	The
                                         amendments set out in paragraphs 2.1 and 2.3 of this Letter are without prejudice to
                                         any other rights and remedies which the Parties (including the Finance Parties) may have,
                                         or may arise, under the Finance Documents.



 


		5.3	The
                                         Parties acknowledge and agree that except as expressly provided in, and solely for the
                                         purposes described in, this Letter, neither this Letter nor any act or omission on the
                                         part of the Agent or any other Finance Party during the continuation of the Extended
                                         Grace Period shall constitute a waiver of any default or event of default (howsoever
                                         described) or of any rights and remedies available to the Agent or any other Finance
                                         Party under the Finance Documents, this Letter, any other agreement or otherwise, all
                                         of which are hereby reserved.



 


		6.	Continuation
                                         of obligations



 


The
Agent confirms in accordance with paragraph (n) of clause 42.2 (Exceptions) of the Facilities Agreement that each Lender
which consents to the terms of this Letter shall procure that any assignee, transferee, sub-participant or sub-contractor of its
Commitments shall confirm to the Company and the Agent at the time of assignment, transfer, sub-participation or sub-contract
that such assignee, transferee, sub-participant or sub-contractor shall be bound by the terms of this Letter.


 


		7.	Counterparts



 


This
Letter may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original,
but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Letter by e-mail
attachment or telecopy shall be an effective mode of delivery.


 




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		8.	Contracts
                                         (Rights of Third Parties) Act 1999



 


A
person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit
of any term of this Letter, except that any Finance Party may enjoy the benefit and enforce the terms of this Letter in accordance
with the provisions of such Act.


 


		9.	Confidentiality



 


This
Letter is confidential. No Party shall disclose its contents without the express permission of the other Party, save as required
by applicable law or regulation, any applicable governmental or other regulatory authority, an applicable stock exchange requirement
(whether imposed pursuant to statute or contract), or if required in connection with any legal, administrative or arbitration
proceedings, and further save that:


 


		(a)	the
                                         Company may make copies available to the officers of the Obligors and their respective
                                         shareholders, auditors, insurers and advisers;



 


		(b)	each
                                         Party may make it available to their retained legal and financial advisers;



 


		(c)	each
                                         Finance Party may make it available to any of their respective Affiliates, to any person
                                         with whom a Finance Party has entered into a participation or other agreement in relation
                                         to their respective economic interest in the Facilities Agreement, to any of their actual
                                         or prospective successors, transferees, assignees or sub-participants, and each of their
                                         respective retained legal and financial advisers;



 


		(d)	the
                                         Agent may make it available to (i) the other Finance Parties; and (ii) its officers,
                                         shareholders and auditors; and



 


		(e)	each
                                         of the Company or any other member of its Group may disclose to any third party: (i)
                                         the existence of this Letter; (ii) the fact that the Agent (for itself and on behalf
                                         of each of the other Finance Parties) is a party to this Letter; (iii) the Extended Grace
                                         Period; and (iv) any other information in relation to the contents of this Letter that,
                                         in the reasonable opinion of the Company, if disclosed to such third party will better
                                         enable itself to manage its business and operations during the Extended Grace Period,



 


in
the case of paragraphs (a) to (c) above strictly upon terms that the content of this Letter may not be disclosed by such persons
to any other third party without the prior written consent of each of the Company and the Agent.


 


		10.	Survival
                                         of terms



 


The
Parties acknowledge and agree that the provisions of paragraphs 1, 7, 8, 9, 10 to 12 of this Letter shall survive the termination
or expiry of the Extended Grace Period.


 


		11.	Notices



 


Any
communication in connection with this Letter must be in writing and, unless otherwise stated, may be made by fax or letter, in
each case in accordance with clause 38 (Notices) of the Facilities Agreement.


 




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		12.	Costs
                                         and Expenses



 


Each
Obligor agrees that:


 


		(a)	each
                                         Finance Party is entering into this Letter in connection with the preservation of its
                                         rights under the Finance Documents; and



 


		(b)	without
                                         limiting clause 22.3 (Enforcement and preservation costs) of the Facilities Agreement,
                                         the Company shall be liable for and shall pay within 5 Business Days of demand each Finance
                                         Party (or the Agent and Globe Invest Limited only, as applicable) the amount, in the
                                         case of paragraph (iii) below, of all costs and expenses (including, but not limited
                                         to, legal fees (subject to caps and scope of work to be agreed) incurred by such Finance
                                         Party and, in the case of paragraphs (i) and (ii) below, of legal fees (subject to caps
                                         and scope of work to be agreed) only, incurred by Globe Invest Limited and the Agent,
                                         in each case, in connection with:



 


		(i)	the
                                         negotiation of, entry into and exercise of its rights under this Letter;



 


		(ii)	the
                                         negotiation, preparation, printing, execution and perfection of the amendment and restatement
                                         agreement referred to in paragraphs 2.1 and 2.3 above (the “ARA”), any
                                         associated Finance Documents and other documents required to be delivered as conditions
                                         precedent to or entered into in connection with the ARA; and



 


		(iii)	the
                                         enforcement of, or preservation of its rights under, this Letter.



 


		13.	Governing
                                         law and jurisdiction



 


This
Letter and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance
with, English law and each Party agrees that the courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Letter (including a dispute relating to the existence, validity or termination of this Letter or
any non-contractual obligation arising out of or in connection with this Letter), whether arising in contract, tort or otherwise.
The Parties agree that the courts of England are the most appropriate and convenient courts to settle any such disputes and accordingly
no Party will argue to the contrary.


 






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Please
confirm your acceptance to the terms of this Letter by signing and dating the counterpart letter agreement where indicated below.


 


	Yours
    faithfully	 
	 	 
	/s/
    Stewart Baker	 
	For
    and on behalf of	 


Inspired
Entertainment Inc. 

for itself and for and on behalf of each other Obligor


 


	Dated:	22
    June 2020	 


  


[Signature
page to the Extended Grace Period Letter Agreement]


 




    7


     


    

 


We
acknowledge and agree to the terms set out in this Letter:


 


	/s/
    Caroline Horvath-Franco	 
	For
    and on behalf of	 


Lucid
Agency Services Limited

in its capacity as the Agent

for itself and for and on behalf of the Majority Lenders


 


	Dated:	22
    June 2020	 


 


 


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