UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number: 001-37403

THE STARS GROUP INC.

(Translation of registrant’s name into English)

200 Bay Street

South Tower, Suite 3205

Toronto, Ontario, Canada

M5J 2J3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o             Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 1, 2020, among STARS GROUP HOLDINGS B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Dutch Issuer”), Stars Group (US) Co-Borrower, LLC, a Delaware limited liability company (together with the Dutch Issuer, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuers and the Trustee have heretofore executed an indenture, dated as of July 10, 2018 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ 7.00% Senior Notes due 2026 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;

WHEREAS pursuant to Section 9.02 of the Indenture, certain provisions thereof may be amended with the consent of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding;

WHEREAS on April 27, 2020, the Issuers distributed a consent solicitation statement (the “Consent Solicitation Statement”) to holders of Notes in order to solicit consents to amend certain provisions of the Indenture;

WHEREAS on May 1, 2020, the Issuers delivered (i) an Officer’s Certificate to the Trustee evidencing that they had received consents to the proposed amendments to the Indenture, as set out in the Consent Solicitation Statement, from the holders of at least a majority in aggregate principal amount of such Notes then outstanding; (ii) an Opinion of Counsel; and (iii) a copy of the resolution of the Board of Directors of each Issuer authorizing the execution of this Supplemental Indenture; and

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.             Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.             Amendments.  The Indenture is hereby amended as set forth in Annex A hereto (the “Amendments”), with additions shown in blue double-underline and deletions shown in red strikethrough.  Such Amendments shall become operative on the Operative Date, subject to (a) the Consent Payment having been made; (b) Combination Completion having occurred; (c) Flutter having acceded to the Indenture, in its sole and absolute discretion; and (d) there having been no laws, regulations, injunctions or actions or

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other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Amendments or the making of the Consent Payment. Capitalized terms used, but not defined in this Section 2 have the meanings assigned to them in the Consent Solicitation Statement.

3.             No Recourse Against Others.  No director, officer, employee, manager, incorporator or holder of any Equity Interests in any of the Issuers or any direct or indirect parent companies (including Holdings, U.S. Holdings and Parent), as such, shall have any liability for any obligations of any of the Issuers under the Notes or this Indenture, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

4.             Notices.  All notices or other communications shall be given as provided in Section 14.02 of the Indenture.

5.             Notes; Corresponding Amendments. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Notes.  Pursuant to Section 15 of each Global Note, with effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture.

6.             Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.             Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.             Effectiveness. This Supplemental Indenture shall become effective as of the date on which the parties hereto have executed this Supplemental Indenture.  This Supplemental Indenture shall automatically terminate if Combination Completion (as defined in the Consent Solicitation Statement) does not occur on or prior to the Initial Long Stop Date, or the then set Extended Long Stop Date, as applicable (in each case, as defined in the Consent Solicitation Statement).

9.             Trustee Makes No Representation.  The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

10.          Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

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10.          Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.

11.          Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

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ANNEX A

[see attached]

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Execution Version

STARS GROUP HOLDINGS B.V.

AND

STARS GROUP (US) CO-BORROWER, LLC

as Issuers

FLUTTER ENTERTAINMENT PLC

as Parent

and the Subsidiary Guarantors party hereto from time to time

7.00 % Senior Notes due 2026

INDENTURE

Dated as of July 10, 2018

Wilmington Trust, National Association
as Trustee

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(cont’d)

ii

TABLE OF CONTENTS

(cont’d)

iii

TABLE OF CONTENTS

(cont’d)

iv

v

INDENTURE, dated as of July 10, 2018, among Stars Group Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Dutch Issuer”), Stars Group (US) Co-Borrower, LLC, a Delaware limited liability company (the “U.S. Issuer” and together with the Dutch Issuer, the “Issuers”), Flutter Entertainment plc, a company incorporated and registered in Ireland with limited liability (the “Parent”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).

On the Acquisition Completion Date (as defined below), Stars Group Holdings (UK) Limited, a private limited company incorporated in England (the “Purchaser”), will acquireacquired the entire issued share capital of Cyan Blue Topco Limited, a private limited company incorporated in Jersey (the “Target”, and such acquisition, the “Acquisition”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (i) $1,000,000,000 aggregate principal amount of the Issuers’ 7.00% Senior Notes due 2026 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued from time to time (together with the Initial Notes, the “Notes”):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01                                     Definitions.

“Acquired Indebtedness” means, with respect to any specified Person:

(1)                  Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and

(2)                  Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets.

“Acquisition Completion Date” means the date on which the Acquisition iswas consummated.

“Acquisition Agreements” shall mean, collectively, the Sky Acquisition Agreement, the CrownBet Acquisition Agreement and the William Hill Australia Acquisition Agreement.

“Additional Notes” means the Notes issued under the terms of this Indenture subsequent to the Issue Date.

“Additional Refinancing Amount” means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, defeasance costs and fees in respect thereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Note on any applicable redemption date, as determined by the Parent or the Dutch Issuer, the greater of:

(1)                  1% of the then outstanding principal amount of the Note; and

(2)                  the excess of:

(a)                  the present value at such redemption date of (i) the redemption price of the Note, at July 15, 2021 (such redemption price being set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through July 15, 2021 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)                  the then outstanding principal amount of the Note.

The Trustee shall have no duty to calculate or verify the Parent’s or the Dutch Issuer’s calculation of the Applicable Premium.

“Asset Sale” means:

(1)                  the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of Sale/Leaseback Transactions) outside the ordinary course of business of the  IssuersParent or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

(2)                  the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to any of the IssuersParent or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

in each case other than:

(a)                  a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in the ordinary course of business or consistent with past practice or industry norm or assets otherwise no longer used or useful in the business of the IssuersParent or the Restricted Subsidiaries (as determined in good faith by the Dutch IssuerParent);

(b)                  the disposition of all or substantially all of the assets of the Dutch IssuerParent in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;

(c)                   any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04;

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(d)                  any disposition of assets of the IssuersParent or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good faith by the Dutch IssuerParent) of less than $75 million;

(e)                   any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary to the IssuersParent or by the IssuersParent or a Restricted Subsidiary to a Restricted Subsidiary;

(f)                    any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the IssuersParent and the Restricted Subsidiaries as a whole, as determined in good faith by the Dutch IssuerParent;

(g)                   foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any property or other asset of the  IssuersParent or any of the Restricted Subsidiaries;

(h)                  any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i)                      the lease, assignment, sublease, license or sub-license of any real or personal property (including Intellectual Property) in the ordinary course of business or consistent with past practice;

(j)                     any sale, discount or other disposition of inventory or other assets in the ordinary course of business;

(k)                  any grant in the ordinary course of business or consistent with past practice of any license or sublicense of patents, trademarks, know-how or any other Intellectual Property;

(l)                      any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for similar assets or assets used in a similar business of comparable or greater value or usefulness to the business of the IssuersParent and the Restricted Subsidiaries as a whole, as determined in good faith by the Dutch IssuerParent; provided that no Default or Event of Default shall have occurred and be continuing at the time of such swap;

(m)              [reserved];

(n)                  any financing transaction with respect to property built or acquired by the Issuers or any Restricted Subsidiary after the Issue Date, or the Parent after the Operative Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture;

(o)                  dispositions in connection with Permitted Liens;

(p)                  any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than one of the IssuersParent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in

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each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(q)                  the sale of any property in a Sale/Leaseback Transaction within twelve months of the acquisition of such property;

(r)                     dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(s)                    any surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(t)                     any disposition made pursuant to the Acquisition Agreements or in connection with the Transactions;

(u)                  to the extent constituting an Asset Sale, any termination, settlement, extinguishment or unwinding of Hedging Obligations;

(v)                  any disposition in the ordinary course of business, including dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(w)                intercompany dispositions of Intellectual Property for the purposes of improving operational efficiency of the IssuersParent and the Subsidiaries, or in the ordinary course or as otherwise deemed appropriate by the Dutch IssuerParent in its reasonable business judgment so long as such disposition would not materially impair the ability of the Issuers to meet their ongoing payment obligations under this Indenture; and

(x)                  any disposition made in connection with the Investment and Funding Transactions.

“Australian Corporations Act” shall mean the Corporations Act 2001 (Cth) (Australia).

“Australian Guarantors” shall mean each Subsidiary Guarantor which is incorporated under the laws of Australia (and individually, an “Australian Guarantor”).

“Bank Indebtedness” means any and all amounts payable under or in respect of (a) the Credit Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuers whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof (except to the extent any such refinancing, replacement, restructuring or other agreement or instrument is designated by the  Dutch IssuerParent to not be included in the definition of Bank Indebtedness) and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Dutch IssuerParent

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to be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Bankruptcy Code” means Title 11 of the United States Code.

“Board of Directors” means, as to any Person, the board of directors or managers or other governing body, as applicable, of such Person or any direct or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City, the Province of Ontario, United Kingdom, the Isle of Man, SydneyAlderney, Ireland, Australia or the Netherlands or the place of payment.

“Canadian Securities Legislation” means all applicable securities laws in each of the provinces and territories of Canada and the respective regulations and rules under such laws together with applicable published rules, policy statements, blanket orders, instruments, rulings and notices of the regulatory authorities in such provinces or territories.

“Capital Stock” means:

(1)                  in the case of a corporation, corporate stock or shares;

(2)                  in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)                  in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)                  any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other similar arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under IFRS, and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with IFRS.

“Cash Equivalents” means:

(1)                  U.S. dollars, pounds sterling, euros, the national currency of any member state in the European Union or Australia or such local currencies held by an entity from time to time in the ordinary course of business;

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(2)                  securities issued or directly and fully guaranteed or insured by the U.S.  governmentor the United Kingdom’s governments or any country that is a member of the European Union on the Issue Date or Australia or any State or Territory of Australia or any agency or instrumentality thereof in each case maturing not more than three years from the date of acquisition;

(3)                  certificates of deposit, time deposits, money market deposits, eurodollar time deposits, bankers’ acceptances, bank guarantees and other bank deposits, in each case with maturities not exceeding three years of the date of acquisition and issued or guaranteed by or placed with, any money market deposit accounts issued or offered by any lender under the Credit Agreement or by any commercial bank and overnight bank deposits, in each case that has a combined capital and surplus of not less than $250 million;

(4)                  repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)                  commercial paper issued by a corporation (other than an Affiliate of the IssuersParent) rated at least “A-2” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)                  readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the three highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding three years from the date of acquisition;

(7)                  Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(8)                  investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9)                  credit card receivables to the extent included in cash and cash equivalents on the consolidated balance sheet of such Person;

(10)           instruments equivalent to those referred to in clauses (1) through (9) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by the IssuersParent or any Subsidiary organized in such jurisdiction;

(11)           fully collateralized repurchase agreements with counterparties whose long term debt is rated not less than A- by S&P and A3 by Moody’s and with a term of not more than six months from such date;

(l2)               Investments in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through

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mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (1) through (11) above, in each case, as of such date, including, but not be limited to, money market funds or short-term and intermediate bonds funds;

(13)           money market funds that (i) comply with the criteria set forth in Rule 2aa-7 under the Investment Company Act of 1940, (ii) are rated by any of (1) AAA by S&P or (2) Aaa by Moody’s (iii) have portfolio assets of at least $5,000,000,000;

(14)           time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Dutch IssuerParent and the Subsidiaries, on a consolidated basis, as of the end of the Dutch Issuer’sParent’s most recently completed fiscal year;

(15)           Third Party Funds and/or other Investments of player deposits and other customer funds held in the ordinary course of business in government obligations (including securities issued or fully guaranteed by any State, commonwealth or territory of the United States or other country, or by any political subdivision or Taxing Authority thereof), time deposit accounts, certificates of deposit, money market deposits, commercial paper, mutual funds, exchange traded funds, debt securities rated at least investment grade by at least one nationally recognized statistical rating organization and similar obligations, in each case in accordance with the internal investment guidelines established by the Dutch IssuerParent and the Subsidiaries; and

(16)           any other securities or pools of securities that are classified under IFRS as cash equivalents or short-term investments on a balance sheet as of such date.

“cash management services” means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Change of Control” means the occurrence of either of the following:

(1)                  the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Dutch IssuerParent and its Subsidiaries, taken as a whole, to a Person; or

(2)                  the Dutch IssuerParent becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Parent.

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Notwithstanding the foregoing: (A) the transfer of assets between or among the IssuersParent and the Restricted Subsidiaries shall not itself constitute a Change of Control and (B) a Person or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) prior to the consummation of the transactions contemplated by such agreement.

In addition, notwithstanding the foregoing, a transaction in which the Dutch IssuerParent or a parent entity of the Dutch IssuerParent becomes a subsidiary of another Person (such Person, the “New Parent”) shall not constitute a Change of Control if (a) the equityholders of the Dutch IssuerParent or such parent entity immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, at least a majority of the total voting power of the Voting Stock of the Dutch Issuer orParent or such New Parent immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no Person other than the New Parent or any subsidiary of the New Parent, beneficially owns, directly or indirectly through one or more intermediaries, more than 50% of the voting power of the Voting Stock of the Dutch IssuerParent or the New Parent.

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

“Combined Group 9M 2020 Update” has the meaning given to it in the consent solicitation statement relating to the Notes dated April 27, 2020.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of intangible assets, deferred financing fees, development costs, capitalized customer acquisition costs, amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with IFRS.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)                  consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under IFRS); plus

(2)                  consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; minus

(3)                  interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the  Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS.

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“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1)                  any net after-tax extraordinary, exceptional, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges, any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, any expenses related to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to closing costs, rebranding costs, acquisition integration costs, opening costs, project start-up costs, business optimization costs, recruiting costs, signing, retention or completion bonuses, litigation and arbitration costs, charges, fees and expenses (including settlements), expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or Incurrence, issuance, repayment, repurchase, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and transaction expenses incurred before, on or after the Issue Date), in each case, shall be excluded;

(2)                  effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including, without limitation, the effects of adjustments to (A) deferred rent, (B) Capitalized Lease Obligations or other obligations or deferrals attributable to capital spending funds with suppliers or (C) any other deferrals of revenue) in amounts required or permitted by IFRS, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(3)                  the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(4)                  any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded;

(5)                  any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by management of the Dutch IssuerParent) shall be excluded;

(6)                  any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment or buy-back of indebtedness, Hedging Obligations or other derivative instruments shall be excluded;

(7)                  (a) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to

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the referent Person or a Restricted Subsidiary thereof in respect of such period and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from any Person in excess of, but without duplication of, the amounts included in subclause (a);

(8)                  solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of Cumulative Credit, the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(9)                  an amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

(10)           any impairment charges or asset write-offs, in each case pursuant to IFRS, and the amortization of intangibles and other fair value adjustments arising pursuant to IFRS shall be excluded;

(11)           any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded;

(12)           any (a) non-cash compensation charges, (b) non-cash costs and expenses related to employment of terminated employees, or (c) non-cash costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights of officers, directors and employees, in each case of such Person or any Restricted Subsidiary, shall be excluded;

(13)           accruals and reserves that are established or adjusted in connection with the Transactions or within 12 months after the Escrow Release Date or the closing of any acquisition and that are so required to be established or adjusted in accordance with IFRS or as a result of adoption or modification of accounting policies shall be excluded;

(14)           [reserved];

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(15)           any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk, shall be excluded;

(16)           (a) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded and (b) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period);

(17)           [reserved];

(18)           non-cash charges for deferred tax asset valuation allowances shall be excluded;

(19)           [reserved];

(20)           any other costs, expenses or charges resulting from facility, branch, office or business unit closures or sales, including income (or losses) from such closures or sales, shall be excluded;

(21)           any deductions attributable to non-controlling interests shall be excluded; and

(22)           any gain, loss, income, expense or charge resulting from the application of any LIFO shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04 pursuant to clauses (4) and (5) of the definition of Cumulative Credit.

“Consolidated Non-Cash Charges” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with IFRS; provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period.

“Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes based on income or profits or capital, including, without limitation, state, franchise, gross receipts and margins and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

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“Consolidated Total Assets” means, as of any date of determination, the total assets of the Dutch IssuerParent and the Subsidiaries, determined on a consolidated basis in accordance with IFRS, as set forth on the consolidated balance sheet of the Dutch IssuerParent as of the last day of the fiscal quarterhalf-year most recently ended for which financial statements have been delivered to the Trustee determined on a pro forma basis after giving effect to any acquisition or disposition of any person, property, business or asset that may have occurred on or after the last day of such fiscal quarterhalf-year most recently ended for which financial statements have been delivered to the Trustee.

“Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate principal amount of all outstanding Indebtedness of the IssuersParent and the Restricted Subsidiaries (excluding any undrawn letters of credit) consisting of Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified Stock of the IssuersParent and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with IFRS; provided that, for purposes of the calculation of the Secured Leverage Ratio and the Total Indebtedness Leverage Ratio, the sum of all Indebtedness shall be reduced by the outstanding receivable principal amount of cross currency interest rate swaps and increased by the outstanding payable currency principal amount of cross currency interest rate swaps associated with the Indebtedness, in each case as determined in good faith by the Dutch IssuerParent.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1)                  to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)                  to advance or supply funds:

(a)                  for the purchase or payment of any such primary obligation; or

(b)                  to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)                  to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the designated office of the Trustee in the United States of America specified in Section 14.02 at which at any time its corporate trust business shall be administered, or such other address as the Trustee may designate from time to time by notice to the holders and the IssuerParent, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the holders and the IssuerParent).

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“Credit Agreement” means (i) the credit agreement to be entered into on or prior to the Escrow Release Date among the Issuers as Borrowers, TSG Australia Holdings Pty Ltd, as Australian Borrower, Naris Limited, as Isle of Man Borrower, Holdings, U.S. Holdings, the financial institutions named therein, the other parties thereto and Deutsche Bank AG New York Branch, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring or agreement or instrument is designated by the Dutch Issuer to not be included in the definition of Credit Agreement) and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Dutch Issuer to be included in the definition of Credit Agreement, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

“CrownBet Acquisition Agreement” shall mean that Share Purchase Agreement, dated March 6, 2018, among the parties listed in schedule 2 thereto, as sellers, Bloomlane Pty Ltd, as buyer, Parent, as guarantor, and the other parties thereto, as the same may be amended, restated or otherwise modified from time to time, and any agreement, document or the like entered into in respect of any transaction contemplated in Section 4.04 for the purposes of, in connection with, pursuant to and/or in respect of the acquisition contemplated in such Share Purchase Agreement and the Investment and Funding Transactions), as the same may be amended, restated or otherwise modified from time to time.

“Cumulative Credit” means the sum of (without duplication):

(1)                  (a) the greater of $250 million and 0.25 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo fiscal quartershalf-years plus (b) an amount, not less than zero in the aggregate, equal to 50% of Consolidated Net Income of the Dutch IssuerParent for the period (taken as one accounting period) from June 30, 2018 to the

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end of the Dutch Issuer’sParent’s most recently ended fiscal quarterhalf-year for which financial statements have been delivered to the Trustee at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(2)                  100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of property other than cash, received by the IssuersParent after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)) from the issue or sale of Equity Interests of the Issuers or any direct or indirect parent entity (including Holdings, U.S. Holdings, TSG and the Parent) of the Issuers (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to any of the IssuersParent or a Restricted Subsidiary), plus

(3)                  100% of the aggregate amount of contributions to the capital of the IssuersParent received in cash and the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus

(4)                  100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the IssuersParent or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the Issuers (other than Disqualified Stock) or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings, TSG and the Parent) (provided, in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus

(5)                  100% of the aggregate amount received by the IssuersParent or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of property other than cash received by the IssuersParent or any Restricted Subsidiary from:

(A)                the sale or other disposition (other than to any of the IssuersParent or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the IssuersParent and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the IssuersParent and the Restricted Subsidiaries by any Person (other than any of the IssuersParent or any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)),

(B)                the sale (other than to the IssuersParent or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

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(C)                a distribution or dividend from an Unrestricted Subsidiary, plus

(6)                  in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, any of the IssuersParent or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of the Investment of the IssuersParent or the Restricted Subsidiaries in such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $250 million, shall be determined by the Board of Directors of the Dutch IssuerParent) at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii)or constituted a Permitted Investment).

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of non-cash consideration received by the IssuersParent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of, or other receipt of Cash Equivalents in respect of, such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuers or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings, TSG and the Parent) (other than Disqualified Stock), that is issued for cash (other than to any of the IssuersParent or any of the Subsidiaries or an employee stock ownership plan or trust established by the IssuersParent or any of the Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1)                  matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale),

(2)                  is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or

(3)                  is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit

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of employees of the Issuers, the Parent, Holdings, U.S. Holdings, TSG or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuers, the Parent, Holdings, U.S. Holdings, TSG or the Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1)                  Consolidated Taxes; plus

(2)                  Fixed Charges and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clause (1) thereof; plus

(3)                  Consolidated Depreciation and Amortization Expense; plus

(4)                  Consolidated Non-Cash Charges; plus

(5)                  any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity Interests, Investment, acquisition, New Project, disposition, recapitalization or the Incurrence, modification or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the Transactions, the offering of the Notes or any Bank Indebtedness, and (ii) any amendment or other modification of the Notes or other Indebtedness; plus

(6)                  business optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, facility, branch, office or business unit closures, facility, branch, office or business unit consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges); plus

(7)                  [reserved]; plus

(8)                  any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent, the Dutch Issuer or a Subsidiary Guarantor or net cash proceeds of an issuance of Qualified Equity Interests of the Dutch IssuerParent solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

(9)                  [reserved]; plus

(10)           the amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided that (a) such losses are reasonably

16

identifiable and factually supportable and certified by a responsible financial or accounting officer of the Dutch IssuerParent and (b) losses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this clause (10); plus

(11)           [reserved]; plus

(12)           with respect to any joint venture that is not a Subsidiary an amount equal to the proportion of EBITDA relating to such joint venture corresponding to the Dutch Issuer’sParent’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s EBITDA (determined as if such joint venture were a Subsidiary); plus

(13)           [reserved]; plus

(14)           all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such period; and

less, without duplication, to the extent the same increased Consolidated Net Income,

(15)           non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Escrow Release Date of common Capital Stock or Preferred Stock of the Issuers or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings, TSG and the Parent), as applicable (other than Disqualified Stock), other than:

(1)                  public offerings with respect to the Issuers’ or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8;

(2)                  issuances to any Subsidiary of the IssuersParent; and

(3)                  any such public or private sale that constitutes an Excluded Contribution.

Notwithstanding the foregoing, an Equity Offering hereunder shall include the merger or amalgamation of any of the Issuers or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings, TSG and the Parent) with or into a person (other than the ParentTSG or any of its direct or indirect subsidiaries) that has previously consummated a public Equity Offering (as defined herein but replacing any of the Issuers with such person) and is a public company at the applicable time.

“Equity Offering Documents” shall mean, collectively, the Parent’s Registration Statement on Form F-10 (File No. 333-221875) (the “Registration Statement”), filed with the SEC December

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1, 2017, as amended on January 16, 2018, and the base prospectus, dated January 16, 2018, included as part of the Registration Statement and as filed with applicable securities commissions or similar regulatory authorities in Canada, as supplemented by the preliminary prospectus supplement, dated June 18, 2018, the pricing term sheet dated June 21, 2018, and the final prospectus supplement, dated June 21, 2018, in each case, including the documents incorporated by reference therein.

“Escrow Account” means a segregated account established and maintained by the Escrow Agent that includes only cash or U.S. Government Obligations, the proceeds thereof, and interest earned thereon, if any, which account shall at all times be under the control of the Trustee and subject to the terms and conditions of the Escrow Agreement.

“Escrow Agent” means Wilmington Trust, National Association, acting in its capacity as “Escrow Agent” under the Escrow Agreement, or any successor thereto in such capacity.

“Escrow Agreement” means that certain Escrow and Security Agreement, dated as of the Issue Date, among the Issuers, the Trustee and the Escrow Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Escrow Conditions” means collectively (a) the Acquisition will be consummated on the date of release of the Escrowed Property in all material respects as described under “Summary—Acquisition Agreement” in the Offering Memorandum; (b) the Issuers have entered into the Credit Agreement or will substantially concurrently with the release of the Escrowed Property enter into the Credit Agreement; and  (c) borrowings under the Credit Agreement will be available in an aggregate amount sufficient, when taken together with the Escrowed Property and the cash and Cash Equivalents of Dutch Issuer and the Subsidiaries, to consummate the Acquisition and to pay related fees and expenses.

“Escrow Officer’s Certificate” means the “Officer’s Certificate” as defined in the Escrow Agreement.

“Escrow Release Date” means (i) if the Acquisition is consummated on the Issue Date, the Issue Date and (ii) otherwise, the Acquisition Completion Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Dutch IssuerParent) received by the Dutch IssuerParent after the Issue Date from:

(1)                  contributions to its common equity capital, and

(2)                  the sale (other than to a Subsidiary of the Parent or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Equity Interests (other than Disqualified Stock and Designated Preferred Stock) of the Dutch IssuerParent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate.

“Excluded Subsidiary” means (a) each Unrestricted Subsidiary, (b) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), (c) each Subsidiary that is prohibited from guaranteeing the Notes by any requirement

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of law or that would require consent, approval, license or authorization of a governmental (including regulatory) authority to guarantee the Notes (unless such requirement of law is satisfied or such consent, approval, license or authorization has been received), (d) each Subsidiary that is prohibited by any applicable contractual requirement from guaranteeing the Notes on the Escrow Release Date or at the time such Subsidiary becomes a Subsidiary (and in each case for so long as such restriction or any replacement or renewal thereof is in effect), (e) any Foreign Subsidiary, except to the extent that such subsidiary is organized under the laws of a Permitted Jurisdiction, (f) [reserved], (g) [reserved], (h) any Subsidiary (other than a Significant Subsidiary) that (i) did not, as of the last day of the fiscal quarterhalf-year of the Dutch IssuerParent most recently ended, have assets (on an individual basis) with a value in excess of 5.0% of the Consolidated Total Assets of the Dutch IssuerParent and the Restricted Subsidiaries on a consolidated basis as of such date or Net Gaming Revenues (on an individual basis) representing in excess of 5.0% of the Net Gaming Revenues of the Dutch IssuerParent and the Restricted Subsidiaries on a consolidated basis for the period of fourtwo consecutive fiscal quartershalf-years of the Dutch IssuerParent then most recently ended (taken as one accounting period) for which financial statements have been delivered to the Trustee; provided that prior to the first date financial statements have been delivered to the Trustee pursuant to this Indenture, the financial statement then in effect shall be the financial statements for the period ending March 31, 2018 giving pro forma effect to the Transactions and (ii) taken together with all other such Subsidiaries being excluded pursuant to this clause (h), as of the last day of the fiscal quarterhalf-year of the Dutch IssuerParent most recently ended, did not have assets with a value in excess of 15.0% of the Consolidated Total Assets of the Dutch IssuerParent and the Restricted Subsidiaries on a consolidated basis as of such date or Net Gaming Revenues of the Dutch IssuerParent and the Restricted Subsidiaries on a consolidated basis representing in excess of 15.0% of the Net Gaming Revenues of the Dutch IssuerParent and the Restricted Subsidiaries on a consolidated basis for the period of fourtwo consecutive fiscal quartershalf-years of the Dutch IssuerParent then most recently ended (taken as one accounting period) for which financial statements have been delivered to the Trustee; provided that prior to the first date financial statements have been delivered to the Trustee pursuant to this Indenture, the financial statement then in effect shall be the financial statements for the period ending March 31, 2018 giving pro forma effect to the Transactions (each such Subsidiary, an “Immaterial Subsidiary”) and (i) any Subsidiary for which the cost or other consequence (including any adverse tax consequences) of providing a Subsidiary Guarantee are likely to be excessive in relation to the value to be afforded thereby as determined in good faith by the Dutch IssuerParent.

“Existing Stars Credit Agreement” means the Amended and Restated Syndicated Facility Agreement, dated as of April 6, 2018, by and among, inter alia, Holdings, U.S. Holdings, the Issuers, TSG Australia Holdings PTY Ltd, Naris Limited, the Subsidiary Guarantors, the lenders from time to time party thereto and Deutsche Bank, as administrative agent, collateral agent and security trustee.

“Existing Sky Credit Agreement” means the Amended and Restated Credit Agreement, dated as of February 25, 2015, as amended as of September 15, 2016, and February 2, 2017, as amended and restated as of August 25, 2017, and as further amended as of March 5, 2018, and as further amended, amended and restated, supplemented or otherwise modified prior to the Escrow Release Date, by and among Cyan Blue Holdco 2 Limited, Cyan Blue Holdco 3 Limited, Cyan Bidco

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Limited, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, which, in the case of an Asset Sale, Restricted Payment or Investment shall be determined either, at the option of the  Dutch IssuerParent, at the time of the Asset Sale, Restricted Payment or Investment or as of the date of the definitive agreement with respect to such Asset Sale, Restricted Payment or Investment, and without giving effect to any subsequent change in value.

“First-Priority Obligations” means (i) all Secured Bank Indebtedness and (ii) if Hedging Obligations or obligations in respect of cash management services have been secured in the collateral that secures the First-Priority Obligations, all such other obligations of the IssuersParent or any of the Restricted Subsidiaries in respect of such Hedging Obligations or obligations in respect of such cash management services in each case that are secured in the collateral that secures the First-Priority Obligations.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the IssuersParent or any of the Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues any Indebtedness, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quartertwo half-years period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with IFRS) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Dutch IssuerParent or any Restricted Subsidiary has determined to make and/or made during the four-quartertwo half-years reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quartertwo half-years reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any of the IssuersParent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued

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operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quartertwo half-years period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quartertwo half-years period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Dutch IssuerParent. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Dutch IssuerParent as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event and factually supportable, and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information” in the Offering Memorandum or other operating expense reductions and other operating improvements, synergies or cost savings resulting from the Transactions, to the extent such adjustments, without duplication, continue to be applicable to such four-quartertwo half-years period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Dutch IssuerParent may designate.

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less than one full fiscal quarter’shalf-year’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Dutch IssuerParent in good faith.

For purposes of this definition, any amount in a currency other than U.S. dollarspounds sterling will be converted to U.S. dollarspounds sterling based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

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“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs, discounts or premiums) of such Person for such period, and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state thereof or the District of Columbia.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.

“Guarantee” means the Parent Guarantee or any Subsidiary Guarantee.

“Guarantor” means the Parent, it its capacity as a guarantor under the Parent Guarantee, and any Subsidiary Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1)                  currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2)                  other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“holder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means Stars Group Holdings Coöperatieve U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands.

“Immaterial Subsidiary” has the meaning set forth in the definition of “Excluded Subsidiary.”

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“IFRS” means International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committeeadopted by the European Union), which are in effect on the Issue Datefrom time to time, provided, that, if any change occurs after the Operative Date in IFRS or in the application thereof, then, subject to a notice thereof from the Parent to the Trustee (and regardless of whether any such notice is given before or after such change in IFRS or in the application thereof), any provision herein shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or

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such provision amended in accordance herewith.  Notwithstanding anything to the contrary herein, for the purposes of any calculations made under the Indenture, including in the definition of Capitalized Lease Obligations (but not for the purposes of Section 4.02 (“Reports and Other Information”)), leases which would have been treated as operating leases in accordance with IFRS as in effect prior to January 1, 2019 shall continue to be treated as operating leases notwithstanding IFRS 16 (Leases).  For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

“Indebtedness” means, with respect to any Person:

(1)                  the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business or consistent with past practice or industry norm, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS and (iii) liabilities accrued in the ordinary course of business or consistent with past practice), which purchase price is due more than twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with IFRS;

(2)                  to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with past practice); and

(3)                  to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of such asset at such date of Incurrence, and (b) the principal amount of such Indebtedness of such other Person;

provided, however, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business or consistent with past practice and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) [Reservedreserved]; (5) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business or consistent with past practice; (6) obligations under the Acquisition Agreements; (7) obligations in respect of Third Party Funds; (8) in the case of the IssuersParent and the Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364

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days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business or consistent with past practice or industry norm and (y) intercompany liabilities in connection with cash management, tax and accounting operations of the IssuersParent and the Restricted Subsidiaries; and (9) any obligations under Hedging Obligations that are not Incurred for speculative purposes.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Dutch IssuerParent, qualified to perform the task for which it has been engaged.

“Intellectual Property” means, all U.S. and non-U.S. intellectual property rights, both statutory and common law rights, if applicable, including: (a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, brand names, corporate names, slogans, domain names, logos, trade dress, and other identifiers of sources of goodwill, and registrations and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom, (d) trade secrets and confidential information, including, rights in software, ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable and (e) any rights in databases.

“Interest Payment Date” has the meaning set forth in Exhibit A hereto.

“Investment and Funding Transactions” means:

(a)                                 any and all Indebtedness and Investments (whether existing as at the Escrow Release Date and/or arising thereafter) of the Parent, its subsidiaries and their respective shareholders owed to or in:

(i)             any other subsidiary of the Parent;

(ii)          any of the shareholders of the Parent and/or any of its subsidiaries respectively and, for the avoidance of doubt, the Tripp Group Shareholders (being the Sellers (as defined in the CrownBet Acquisition Agreement) and, as at the Escrow Release Date, the holders of an aggregate 20% of the share capital of CrownBet Holdings;

in relation to, in connection with, pursuant to and/or arising from the CrownBet Acquisition Agreement, the William Hill Australia Acquisition Agreement, the agreement entitled “Funding Agreement In relation to the CrownBet Group” dated March 6, 2018 (as amended, restated, supplemented and/or novated from time to time) concluded between, amongst others, CrownBet Holdings Pty Ltd ACN 603 274 237 (“CrownBet Holdings”), CrownBet Pty Ltd ACN 162 554 707 (“CrownBet”), Bloomlane Pty Ltd ACN 623 298 626 (“Bloomlane”), the Tripp Group Shareholders (as amended, restated, supplemented and/or novated from time to time), the “Deed in relation to the Tripp Group Shareholder Loans” dated April 23, 2018 between, amongst others, CrownBet and the Tripp Group Shareholders (as amended, restated, supplemented and/or novated from time to time), and the transactions contemplated therein and thereby, including, without limitation, any and

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all Investments, intercompany loans, shareholder loans and equity subscriptions and issuances pursuant thereto (including, without limitation, pursuant to the put and call rights held by the Tripp Group Shareholders and Bloomlane (respectively) pursuant to the ‘CY20/21 Call and CY21 Put Option Deed’ dated April 24, 2018 amon the Tripp Group Shareholders, Bloomlane and the Parent (as amended, restated, supplemented and/or novated from time to time);

(b)                                 without prejudice to (a) above, any and all Indebtedness and Investments on account of the earn-out and/or top-up payments and obligations of each of Bloomlane and the Parent under and in terms of the CrownBet Acquisition Agreement to the Tripp Group Shareholders (as sellers thereunder); and

(c)                                  any and all Indebtedness of CrownBet Holdings and its subsidiaries to Bloomlane in relation to, in connection with, pursuant to and/or arising from (a) the Revolving Loan Agreement dated December 31, 2015 between CrownBet Holdings Pty Ltd as borrower and the Betfair Pty Ltd ACN 110 084 985 (“Betfair”) as lender, as amended from time, and (b) the Revolving Loan Agreement, dated June 16, 2015 by and between CrownBet, as borrower and Crown Group Finance Limited ACN 125 812 615, as lender, as amended from time to time as assigned to Bloomlane under and pursuant to the agreement entitled “Share Sale Agreement” dated December 29, 2017 concluded between, amongst others, CrownBet and Betfair.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)                  securities issued or directly and fully guaranteed or insured by the U.S.  governmentor the United Kingdom’s governments or any agency or instrumentality thereof (other than Cash Equivalents),

(2)                  securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among the IssuersParent and the Subsidiaries,

(3)                  investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4)                  corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of loans), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary

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in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by IFRS to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

(1)                  “Investments” shall include the portion (proportionate to the Dutch Issuer’sParent’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of the net assets of a Subsidiary of the Dutch IssuerParent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Dutch IssuerParent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a)                  the Dutch Issuer’sParent’s “Investment” in such Subsidiary at the time of such redesignation less

(b)                  the portion (proportionate to the Dutch Issuer’sParent’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Dutch IssuerParent) of the net assets of such Subsidiary at the time of such redesignation; and

(2)                  any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Dutch IssuerParent) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Dutch IssuerParent.

“Issue Date” means the date on which the Initial Notes are originally issued.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the IssuersParent (or any successor of the IssuersParent) or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings and Parent) on the date of the declaration or making of the relevant Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of declaration or making of such Restricted Payment.

“Moody’s “ means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Gaming Revenues” shall mean net gaming revenues of the Dutch IssuerParent and the Subsidiaries, as reflected on their consolidated income statement and in accordance with past practices.

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“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with IFRS and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the IssuersParent or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (including Tax Distributions and after taking into account any available tax credits or deductions and any tax sharing arrangements related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the IssuersParent as a reserve in accordance with IFRS against any liabilities associated with the asset disposed of in such transaction and retained by the IssuersParent after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and payments made to holders of non-controlling interests in non-Wholly Owned Subsidiaries as a result of such Asset Sale.

Notwithstanding the foregoing or anything to the contrary in Section 4.06, to the extent that the Dutch IssuerParent has determined in good faith that repatriation to the applicable jurisdiction in which such amounts would otherwise be required to be applied hereunder (i) of any or all of the Net Proceeds of any Asset Sales by a Subsidiary, is prohibited, restricted or delayed by applicable local law or (ii) of any or all of the Net Proceeds of any Assets Sales by a Subsidiary could result in a material adverse tax consequence, the portion of such Net Proceeds so affected will not constitute Net Proceeds or be required to be applied in compliance with Section 4.06; provided that, in any event, the Dutch IssuerParent shall use its commercially reasonable efforts to take actions within its reasonable control that are reasonably required to eliminate such tax effects.

“New Parent” has the meaning specified in the definition of Change of Control.

“New Project” means (x) each plant, facility, branch, office, business unit, gaming business, gaming activity, gaming jurisdiction or casino which is either a new plant, facility, branch, office, business unit, gaming business , gaming activity, gaming jurisdiction or casino or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing plant, facility, branch, office, gaming business, gaming activity, gaming jurisdiction or casino owned or operated by the Dutch IssuerParent or the Restricted Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit, product line or service offering to the extent such business unit commences operations or such product line or service is offered or each expansion (in one or series of related transactions) of business into a new market or through a new distribution method or channel.

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“Notes Obligations” means Obligations in respect of the Notes, this Indenture and the Subsidiary Guarantees.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit, and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness (including interest, fees, expenses, indemnity claims and other monetary obligations accrued during the pendency of an insolvency proceeding, whether or not constituting an allowed claim in such proceeding); provided that Obligations with respect to the Notes shall not include fees or indemnifications in favor of third parties other than the Trustee.

“Offering Memorandum” means the offering memorandum, dated June 28, 2018, relating to the issuance of the Initial Notes.

“Officer” means the chairman of the board, any director, chief executive officer, chief financial officer, president, any executive vice president, senior vice president or vice president, the treasurer or the secretary of the Parent or the Dutch Issuer, as applicable.

“Officer’s Certificate” means a certificate signed on behalf of the Parent or the Dutch Issuer, as applicable, by an Officer of the Parent or the Dutch Issuer, as applicable, which meets the requirements set forth in this Indenture.

“Operative Date” means the date when the Parent accedes to this Indenture and provides the Parent Guarantee.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Parent, the Dutch Issuer or any Subsidiary Guarantor.

“Parent” means  The Stars Group Inc., an Ontario corporationFlutter Entertainment plc., a company incorporated and registered in Ireland with limited liability.

“Parent Guarantee” means the guarantee of the obligations of the Issuers under this Indenture and the Notes by the Parent in accordance with the provisions of this Indenture.

“Pari Passu Indebtedness” means: (a) with respect to the Issuers, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari passu in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee.

“Permitted Investments” means:

(1)                  any Investment in the IssuersParent or any Restricted Subsidiary;

(2)                  any Investment in Cash Equivalents or Investment Grade Securities;

(3)                  any Investment by the Dutch IssuerParent or any Restricted Subsidiary in a Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, any of the IssuersParent or a Restricted Subsidiary;

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(4)                  any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.06or any other disposition of assets not constituting an Asset Sale;

(5)                  any Investment existing on the Escrow Release Date or, with respect to the Parent or any of its Subsidiaries immediately prior to the Operative Date, made pursuant to binding commitments existing on the Escrow Release Date or, with respect to the Parent or any of its Subsidiaries immediately prior to the Operative Date, or in satisfaction of obligations under joint venture agreements existing on the Escrow Release Date or, with respect to the Parent or any of its Subsidiaries immediately prior to the Operative Date, or any Investment consisting of any extension, modification or renewal of any such Investment, binding commitment or obligation, in each case, existing on the Escrow Release Date or, with respect to the Parent or any of its Subsidiaries immediately prior to the Operative Date, as applicable; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment, binding commitment or obligation, in each case, as in existence on the Escrow Release Date or, with respect to the Parent or any of its Subsidiaries immediately prior to the Operative Date, as applicable, or (y) as otherwise permitted under this Indenture;

(6)                  loans and advances to, or guarantees of Indebtedness of, officers, directors, employees or consultants of the  Dutch IssuerParent or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued in good faith by the Dutch IssuerParent at the time of the making thereof, and without giving effect to any subsequent changes in value) not to exceed $35 million, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of the Dutch Issuer, Holdings, U.S. Holdings, Parent (or any other direct or indirect parent of the Dutch Issuer (including Holdings, U.S. Holdings and Parent) solely to the extent that the amount of such loans and advances shall be contributed to the Dutch IssuerParent in cash as common equity;

(7)                  any Investment acquired by the Dutch IssuerParent or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable held by the Dutch IssuerParent or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Dutch IssuerParent of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Dutch IssuerParent or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8)                  Hedging Obligations permitted under Section 4.03(b)(x);

(9)                  any Investment by the IssuersParent or any Restricted Subsidiary in a Similar Business in an aggregate outstanding amount (valued in good faith by the Dutch IssuerParent at the time of the making thereof, and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the sum of (x) the greater of (i) $300 million and (ii) 0.30 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such event and

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giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo full fiscal quartershalf-years plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not one of the IssuersParent or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes one of the IssuersParent or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be one of the IssuersParent or a Restricted Subsidiary;

(10)           additional Investments by the Dutch IssuerParent or any Restricted Subsidiary in an aggregate outstanding amount (valued in good faith by the Dutch IssuerParent at the time of the making thereof, and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of (i) $300 million and (ii) 0.30 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo fiscal quartershalf-years plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not the Dutch IssuerParent or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Dutch IssuerParent or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be the Dutch IssuerParent or a Restricted Subsidiary;

(11)           (a) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or industry norm or to fund such person’s purchase of Equity Interests of the Dutch Issuer, Holdings, U.S. Holdings, Parent (or any other direct or indirect parent of the Dutch Issuer (including Holdings and Parent) and (b) extensions of trade credit to customers in the ordinary course of business or consistent with past practice or industry norm by the Dutch IssuerParent or any of the Restricted Subsidiaries;

(12)           Investments the payment for which consists of Equity Interests of the Dutch IssuerParent (other than Disqualified Stock), Holdings, U.S. Holdings, Parent or any other direct or indirect parent of the Issuers (including Holdings, U.S. Holdings and Parent), as applicable; provided, however, that such Equity Interests will not increase

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the amount available for Restricted Payments under clause (3) of the definition of Cumulative Credit;

(13)           any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b)(except transactions described in clauses (ii), (iv), (vi), (ix)(B) and (xvi) of Section 4.07(b));

(14)           [reserved];

(15)           guarantees issued in accordance with Section 4.03 and Section 4.11 including, without limitation, any guarantee or other obligation issued or incurred under any Credit Agreement in connection with any letter of credit issued for the account of the  IssuersParent or any of the Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

(16)           Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of Intellectual Property;

(17)           [Reserved];

(18)           [Reserved];

(19)           additional Investments in joint ventures (valued in good faith by the Dutch IssuerParent) not to exceed, at any one time in the aggregate outstanding under this clause (19), the sum of (x) the greater of (i) $300 million and (ii) 0.30 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended four fulltwo fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo fiscal quartershalf-years plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value of each Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (19) is made in any Person that is not one of the IssuersParent or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes one of the IssuersParent or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (19) for so long as such Person continues to be one of the IssuersParent or a Restricted Subsidiary;

(20)           Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with one of the IssuersParent or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(21)           Investments in the ordinary course of business or consistent with past practice or industry norm consisting of Uniform Commercial Code Article 3 endorsements for

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collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers or similar arrangements under the laws of other jurisdictions;

(22)           advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the IssuersParent or the Restricted Subsidiaries;

(23)           any Investment in any Subsidiary of the Dutch IssuerParent or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice or industry norm;

(24)           guarantees of Indebtedness under customer financing lines of credit in the ordinary course of business or consistent with past practice or industry norm;

(25)           Investments made pursuant to the Acquisition Agreements or in connection with the Transactions or the Investment and Funding Transactions;

(26)           any Investment so long as, immediately after giving effect to such Investment, the Total Indebtedness Leverage Ratio for the most recently ended fourtwo fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such Investment is not greater than 4.50 to 1.00 on a pro forma basis;

(27)           loans or advances to members representing their deferred initiation deposits or fees, arising in the ordinary course of business or consistent with past practice or industry norm; and

(28)           without prejudice to clause (3) above, Investments made for the purposes of, in connection with, pursuant to and/or as contemplated in (as the case may be) the Acquisition Agreements or consummated or required to be consummated in connection with the Investment and Funding Transactions, including, without limitation, any (i) Investments by the Parent or any of its subsidiaries in the Equity Interests of any other subsidiary of the Parent (or any entity that will become a subsidiary as a result of such Investment); and (ii) intercompany loans from the Parent or any of its subsidiaries, to any subsidiary of the Parent.

“Permitted Liens” means, with respect to any Person:

(1)                  pledges or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. or United Kingdom’s government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)                  Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by

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appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and notices of lis pendens and associated rights related to litigation;

(3)                  Liens for taxes, assessments or other governmental charges not yet overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and such person, as applicable, has set aside on its books adequate reserves therefor in accordance with the IFRS;

(4)                  Liens in favor of issuers of performance and surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit, bankers’ acceptances, bank guarantees or similar obligations issued and completion guarantees provided for, in each case, pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry norm;

(5)                  minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)                  (A)      Liens on assets of a Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of a Subsidiary that is not a Subsidiary Guarantor permitted to be Incurred pursuant to Section 4.03

(B)                Liens securing Obligations in respect of:

(x) Indebtedness Incurred pursuant to Section 4.03(b)(i); and

(y) any Indebtedness permitted to be Incurred under this Indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Secured Leverage Ratio of the Dutch IssuerParent does not exceed 5.00 to 1.00;

(C)                Liens securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (iv), (or (xiv) to the extent it guarantees any such Indebtedness), (xvi), (xx) or (xxvii) of Section 4.03(b) (provided that (i) in the case of clause (xvi), such Liens securing Indebtedness Incurred pursuant to clause (xvi) shall only be permitted under this clause (C) if, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and Liens, the Secured

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Leverage Ratio of the Dutch IssuerParent does not exceed 5.00 to 1.00 and (ii) in the case of clause (xx), such Lien does not extend to the property or assets of any Subsidiary of the Dutch IssuerParent other than a Restricted Subsidiary that is not a Subsidiary Guarantor); and

(D)                Liens securing the Notes Obligations.

(7)                  (i) Liens existing on the Issue Date or the Escrow Release Date (other than Liens in favor of the lenders under the Credit Agreement in effect on the Issue Date or the Escrow Release Date) and; (ii) Liens on property and assets of Target and its subsidiaries existing on the Acquisition Completion Date to the extent permitted under the Sky Acquisition Agreement; and (iii) Liens on property and assets of the Parent and its Subsidiaries existing immediately prior to the Operative Date.

(8)                  Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the IssuersParent or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

(9)                  Liens on assets or property at the time the IssuersParent or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into one of the IssuersParent or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the IssuersParent or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

(10)           Liens securing Indebtedness or other obligations of the IssuersParent or a Restricted Subsidiary owing to the IssuersParent or another Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03;

(11)           Liens securing Hedging Obligations not incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness (other than Hedging Obligations constituting Secured Bank Indebtedness);

(12)           Liens on inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of documentary letters of credit, bank guarantees or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13)           leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the IssuersParent or any of the Restricted Subsidiaries;

(14)           Liens arising from Uniform Commercial Code financing statement filings (or foreign equivalent under the laws of other jurisdictions) regarding operating leases or other obligations not constituting Indebtedness;

(15)           Liens in favor of the IssuersParent or any Subsidiary Guarantor;

(16)           [Reserved];

(17)           pledges and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers under insurance or self-insurance arrangements;

(18)           Liens on the Equity Interests of Unrestricted Subsidiaries;

(19)           leases or subleases, and licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business;

(20)           Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11), (15) and (25) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15) and (25) at the time the original Lien became a Permitted Lien under this Indenture, (B) unpaid accrued interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) or (6)(C);

(21)           Liens on equipment of the IssuersParent or any Restricted Subsidiary granted in the ordinary course of business to such Issuer’sthe Parent’s or such Restricted Subsidiary’s client at which such equipment is located;

(22)           judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

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(23)           Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business or consistent with past practice or industry norm;

(24)           Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(25)           Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens incurred under this clause (25) and any Liens to secure any refinancing, refunding, extension or renewal in respect thereof incurred pursuant to clause (20) above, that are at that time outstanding, exceed the greater of $325 million and 0.325 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended four fulltwo fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo fiscal quartershalf-years;

(26)           any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

(27)           any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the IssuersParent or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions;

(28)           Liens (i) arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(29)           Liens (i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers;

(30)           Liens disclosed by the title insurance policies, title opinions or equivalent foreign documentation delivered on (with respect to all mortgages delivered on the Escrow Release Date) or subsequent to the Escrow Release Date and pursuant to the Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal and any accessions and additions thereto or proceeds and products thereof and related property of the type that would have been subject to such Lien notwithstanding such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Indenture;

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(31)           Liens that are (i) contractual or statutory rights of set-off or rights of pledge or similar rights (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit, cash management (including controlled disbursement accounts or services) or foreign currency exchanges services,  sweep accounts, reserve accounts, commodity or trading accounts, of the Dutch IssuerParent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the IssuersParent and the Restricted Subsidiaries (including with respect to credit cards, credit card processing services, debit cards, purchase cards, ACH transactions, and similar obligations) or (c) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the IssuersParent or any Restricted Subsidiary in the ordinary course of business;

(32)           in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

(33)           Liens in respect of Third Party Funds;

(34)           agreements to subordinate any interest of any Issuerthe Parent or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory consigned by the IssuersParent or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(35)           Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

(36)           Liens securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(37)           [Reserved];

(38)           Liens in respect of Indebtedness secured by mortgages on the corporate headquarters of the IssuersParent and the Subsidiaries;

(39)           Liens on equipment of the IssuersParent or any of the Restricted Subsidiaries granted in the ordinary course of business or consistent with past practice or industry norm;

(40)           Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code in effect in the State of New York or similar provisions in similar codes, statutes or laws in other jurisdictions on items in the course of collection;

(41)           Liens on equipment of the Dutch IssuerParent or any Subsidiary granted in the ordinary course of business or consistent with past practice or industry norm;

(42)           any Lien created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) and the Consumers Union (Consumentenbond); and

(43)           movable hypothecs granted under the laws of the Province of Quebec to secure obligations under leases or subleases for real property (in each case limited to the property and assets located from time to time in the premises which are the subject of the lease or sublease secured by such movable hypothec).

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“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Pro Forma EBITDA” means, with respect to any Person, at any date, the EBITDA of such Person for the full fourtwo fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such date, subject to the following adjustments. In the event that the IssuersParent or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which Pro Forma EBITDA is being calculated but prior to the event for which the calculation of Pro Forma EBITDA is made (the “Pro Forma EBITDA Calculation Date”), then Pro Forma EBITDA shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with IFRS) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Dutch IssuerParent or any Restricted Subsidiary has determined to make and/or made during the four-quartertwo half-year reference period or subsequent to such reference period and on or prior to or simultaneously with the Pro Forma EBITDA Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quartertwo half-year reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any of the IssuersParent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quartertwo half-year period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Dutch IssuerParent. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Dutch IssuerParent as

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set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event  and factually supportable, and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information” in the Offering Memorandum or other operating expense reductions and other operating improvements, synergies or cost savings resulting from the Transactions to the extent such adjustments, without duplication, continue to be applicable to such four-quartertwo half-year period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Pro Forma EBITDA Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Dutch IssuerParent may designate.

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less than one full fiscal quarter’shalf-year’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Dutch IssuerParent in good faith.

“Qualified Equity Interests” means any Equity Interest other than Disqualified Stock.

“Rating Agency” means (1) each of Moody’s and S&P (and their respective successors and assigns) and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuers’Parent’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1Section 3(ca)(262)(vi)(F) under of the Exchange Act selected by the Issuers or any direct or indirect parent of the Issuers (including Holdings, U.S. Holdings and Parent) as a replacement agency for Moody’s or S&P, as the case may be.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that would appear as “restricted” on a consolidated balance sheet of the  Dutch IssuerParent or any of the Restricted Subsidiaries.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture,

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all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Dutch IssuerParent, including the Issuers.

“S&P” means S&P Global Ratings or any successor to the rating agency business thereof.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the  IssuersParent or a Restricted Subsidiary whereby the IssuersParent or such Restricted Subsidiary transfers such property to a Person and the IssuersParent or such Restricted Subsidiary leases it from such Person, other than leases between the Issuers, any of the IssuersParent and a Restricted Subsidiary or between Restricted Subsidiaries.

“SEC” means the Securities and Exchange Commission.

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6) of the definition of Permitted Liens, as designated by the Dutch IssuerParent to be included in this definition.

“Secured Indebtedness” means any Consolidated Total Indebtedness secured by a Lien.

“Secured Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with IFRS) less the amount of cash and Cash Equivalents in excess of any Restricted Cash or “customer deposits” that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the IssuersParent or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with IFRS) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Dutch IssuerParent or any Restricted Subsidiary has determined to make and/or made during the four-quartertwo half-year reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quartertwo half-year reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any of the IssuersParent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation,

40

amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quartertwo half-year period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Dutch IssuerParent. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Dutch IssuerParent as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event and factually supportable (including to the extent applicable, the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information”  in the Offering Memorandum or other operating expense reductions and other operating improvements, synergies or cost savings resulting from the Transactions to the extent such adjustments, without duplication, continue to be applicable to such four-quartertwo half-year period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Secured Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Dutch IssuerParent may designate.

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less than one full fiscal quarter’shalf-year’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Dutch IssuerParent in good faith.

For purposes of this definition, any amount in a currency other than U.S. dollarspounds sterling will be converted to U.S. dollarspounds sterling based on the average exchange rate for

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such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Secured Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries constituting First-Priority Obligations as of such date of calculation (determined on a consolidated basis in accordance with IFRS) less the amount of cash and Cash Equivalents in excess of any Restricted Cash or “customer deposits” that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the IssuersParent or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Senior Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Senior Secured Leverage Ratio is made (the “Senior Secured Leverage Calculation Date”), then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quartertwo half-years period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with IFRS) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Dutch IssuerParent or any Restricted Subsidiary has determined to make and/or made during the four-quartertwo half-year reference period or subsequent to such reference period and on or prior to or simultaneously with the Senior Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quartertwo half-year reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any of the IssuersParent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quartertwo half-year period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Senior Secured Leverage

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Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Dutch IssuerParent. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Dutch IssuerParent as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event and factually supportable (including to the extent applicable, the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information” in the Offering Memorandum and other operating improvements, synergies or cost savings resulting from the Transactions to the extent such adjustments, without duplication, continue to be applicable to such four-quartertwo half-year period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Senior Secured Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Dutch IssuerParent may designate.

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less than one full fiscal quarter’shalf-year’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Dutch IssuerParent in good faith.

For purposes of this definition, any amount in a currency other than U.S. dollarspounds sterling will be converted to U.S. dollarspounds sterling based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Dutch IssuerParent within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision).

“Similar Business” means any business, the majority of whose revenues are derived from (i) the business or activities of the Dutch IssuerParent and its Subsidiaries as of the IssueOperative

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Date or the Escrow Release Date, as applicable, (ii) any business that is a natural outgrowth or a reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Dutch Issuer’sParent’s good faith business judgment constitutes a reasonable diversification of business conducted by the Dutch IssuerParent and its Subsidiaries.

“Sky Acquisition Agreement” means the sale and purchase deed relating to the purchase of the entire issued ordinary share capital, and the redemption of all preference shares and loan notes of the Target (including all exhibits and schedules thereto), by and among Cyan Blue Jerseyco Limited, Sky UK Limited, the individual Sellers (as defined in the Sky Acquisition Agreement), Cyan Blue Manco Limited, the purchaser thereunder, the Dutch Issuer, Holdings and the ParentTSG and any other agreements or instruments contemplated thereby, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Special Mandatory Redemption Date” means the fifth Business Day after the Special Termination Date.

“Special Mandatory Redemption Price” means a price equal to 100.00% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.

“Special Termination Date” means the earliest of any of the following to occur: (w) the date on which the Dutch Issuer determines in its sole discretion that the Escrow Conditions will not be satisfied, (x) the end of the day on October 31, 2019 if the Escrow Officer’s Certificate has not been delivered by such time, (y) the date on which the Dutch Issuer notifies the Escrow Agent and the Trustee in writing that (i) the Purchaser will not pursue the consummation of the Acquisition and/or (ii) the Sky Acquisition Agreement has been terminated and (z) the date that is 15 calendar days after an Escrow Interest Payment was required to be made but failed to be deposited in full in the Escrow Account.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable.

“Subordinated Indebtedness” means (a) with respect to the Issuers, any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor which is by its terms subordinated in right of payment to its Subsidiary Guarantee.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any

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corporation, association, other business entity, partnership, joint venture or limited liability company consolidated in the consolidated financial statements of the applicable person in accordance with the IFRS.  Unless the context shall otherwise require, a Subsidiary shall mean a Subsidiary of the Dutch IssuerParent.  Notwithstanding the foregoing (and except for purposes of the definition of “Unrestricted Subsidiary” contained herein) an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Dutch IssuerParent or any of its Subsidiaries for purposes of this Indenture.

“Subsidiary Guarantee” means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

“Subsidiary Guarantor” means any Subsidiary that Incurs a Subsidiary Guarantee; provided that upon the release or discharge of such Person from its Subsidiary Guarantee in accordance with this Indenture, such Subsidiary ceases to be a Subsidiary Guarantor.

“Suspension Period” means the period of time between a Covenant Suspension Event and the related Reversion Date.

“Tax Distributions” means any distributions described in Section 4.04(b)(xii).

“Taxes” means any present or future tax, levy, impost, duty, withholding, assessment or similar charge or fee (including any related interest, penalties or additions to tax) that is imposed by any Taxing Authority.

“Taxing Authority” means any government or any political subdivision, authority or agency therein or thereof having power to tax.

“Third Party Funds” means (i) any segregated accounts or funds, or any portion thereof, received by the Dutch IssuerParent or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Dutch IssuerParent or one or more of its Subsidiaries to collect and remit those funds to such third parties, (ii) any segregated restricted cash account and escrow account held exclusively for the benefit of third parties (other than the IssuersParent or a Subsidiary), (iii) any segregated fiduciary or trust account held exclusively for the benefit of third parties (other than the IssuersParent or a Subsidiary), and, in each case of the clauses (i) through (iii), the funds or other property held in or maintained in any such account.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture.

“Total Indebtedness Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with IFRS) less the amount of cash and Cash Equivalents in excess of any Restricted Cash or “customer deposits” that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the IssuersParent or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which

45

the Total Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Indebtedness Leverage Ratio is made (the “Total Indebtedness Leverage Calculation Date”), then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with IFRS) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Dutch IssuerParent or any Restricted Subsidiary has determined to make and/or made during the four-quartertwo half-year reference period or subsequent to such reference period and on or prior to or simultaneously with the Total Indebtedness Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quartertwo half-year reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any of the IssuersParent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quartertwo half-year period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quartertwo half-year period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Dutch IssuerParent. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Dutch IssuerParent as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event and factually supportable (including to the extent applicable, the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the table reconciling Pro Forma Adjusted EBITDA to the nearest IFRS measure included in  “Summary Financial Information — Summary Pro Forma Information” in the Offering Memorandum or other operating expense reductions and other operating improvements, synergies or cost savings from the Transactions to the extent such adjustments, without duplication, continue to be applicable to such four-quartertwo half-year period.

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If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Total Indebtedness Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Dutch IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Dutch IssuerParent may designate.

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less than one full fiscal quarter’shalf-year’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Dutch IssuerParent in good faith.

For purposes of this definition, any amount in a currency other than U.S. dollarspounds sterling will be converted to U.S. dollarspounds sterling based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

“Transaction Documents” shall mean the Acquisition Agreements, the Credit Agreement, the Loan Documents (as defined in the Credit Agreement), this Indenture, the Notes and the Subsidiary Guarantees and the Equity Offering Documents.

“Transactions” means, collectively, the transactions to occur pursuant to and in relation with the Transaction Documents, including (a) the consummation of the Acquisition and other transactions contemplated in the Sky Acquisition Agreement including (i) the issuance by Purchaser of the Purchaser Loan Notes (as defined in the Sky Acquisition Agreement) to the Sellers (as defined in the Sky Acquisition Agreement), (ii) the acquisition by the Dutch Issuer of said Purchaser Loan Notes in consideration for the issuance of the SGH BV Loan Notes (as defined in the Sky Acquisition Agreement) to the Sellers, (iii) the acquisition by Holdings of said SGH BV Loan Notes in consideration for the issuance of the SGH UA Loan Notes (as defined in the Sky Acquisition Agreement) to the Sellers, and (iv) the acquisition by ParentTSG of the SGH UA Loan Notes in consideration for the issuance of the Issuer Common Shares (as defined in the Sky Acquisition Agreement) to the Sellers; (b) any corporate reorganization whereby the balance between ParentTSG, Holdings, the Dutch Issuer and the Purchaser resulting from the Purchaser Loan Notes, the SGH BV Loan Notes and the SGH UA Loan Notes are capitalized by way of the amendment and conversion of the said loan notes, capital contribution or share issuance; (c) the consummation of the transactions pursuant to the William Hill Australia Acquisition Agreement, the CrownBet Acquisition Agreement and the Investment and Funding Transactions; (d) the execution, delivery and performance of the Loan Documents (as defined in the Credit Agreement), the creation of the Liens pursuant to the Security Documents (as defined in the Credit Agreement),

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and the initial borrowings under the Credit Agreement and the use of proceeds thereof including (i) the Dutch Issuer entering into hedges to effect currency swaps; (ii) the Dutch Issuer using the proceeds to lend to, or acquire Equity Interests in, the Purchaser and (iii) the Purchaser using said proceeds to consummate the Sky Acquisition and, with its subsidiaries, to manage foreign exchange risks through internal swaps, intra-group loans as well as intra-group share subscriptions; (e) any corporate restructuring to simplify the corporate structure following the Acquisition, including by way of winding-up or dissolution of Subsidiaries, mergers of Subsidiaries and elimination or reduction of inter-company balances; (f) the execution, delivery and performance of this Indenture, the Notes and the Subsidiary Guarantees and the issuance of the Notes and the use of proceeds thereof; (g) the repayment in full of, and the termination of all obligations and commitments under, and liens with respect to, the Existing Stars Credit Agreement and the Existing Sky Credit Agreement; (h) the issuance by the ParentTSG of common Equity Interests as contemplated by the Equity Offering Documents and the use of proceeds therefrom; and (i) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

“Treasury Rate” means, as of the applicable redemption date, as determined by the Dutch IssuerParent, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 15, 2021; provided, however, that if the period from such redemption date to July 15, 2021 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means any officer:

(1)                  within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject, and

(2)                  who shall have direct responsibility for the administration of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“TSG” means The Stars Group Inc., an Ontario corporation.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1)                  any Subsidiary of the Dutch IssuerParent that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Dutch IssuerParent in the manner provided below; and

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(2)                  any Subsidiary of an Unrestricted Subsidiary;

The IssuersParent may designate any Subsidiary of the Dutch IssuerParent (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of their Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the IssuersParent or any other Restricted Subsidiary of the Issuers that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that (i) the Dutch IssuerParent may not designate any Subsidiary of the Dutch IssuerParent to be an Unrestricted Subsidiary during any Suspension Period and (ii) any such Subsidiary to be so designated and their Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the IssuersParent or any of the Restricted Subsidiaries unless otherwise permitted under Section 4.04; provided, further, however, that either:

(a)                  the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b)                  if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

The Dutch IssuerParent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)                  (1) the Dutch IssuerParent could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge Coverage Ratio of the Dutch IssuerParent and the Restricted Subsidiaries would be no less than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

(y)                  no Event of Default shall have occurred and be continuing.

Any such designation by the Dutch IssuerParent shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof of the Dutch IssuerParent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are:

(1)                  direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2)                  obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government

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Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“U.S. Holdings” means Stars Group (US) Holdings, LLC, a Delaware limited liability company.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.  Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of the Dutch IssuerParent that is a Wholly Owned Subsidiary of the Dutch IssuerParent.

“William Hill Australia Acquisition Agreement” shall mean the Share Purchase Agreement, dated March 6, 2018, among William Hill Organization Limited, as seller, CrownBet Pty Ltd., as buyer, ParentTSG, as guarantor, and the other parties party thereto, and any agreement, document or the like entered into in respect of any transaction contemplated in Section 4.04 for the purposes of, in connection with, pursuant to and/or in respect of the acquisition contemplated in such Share Purchase Agreement (including the Investment and Funding Transactions), as the same may be amended, restated or otherwise modified from time to time.

SECTION 1.02                                     Other Definitions.

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