SAZKA GROUP A.S. as Issuer, SAZKA CZECH A.S. as Guarantor, LUCID TRUSTEE SERVICES LIMITED, as Trustee, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Registrar and...Indenture • July 21st, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
INDENTURE dated as of February 5, 2020 among SAZKA Group a.s., a joint stock company incorporated under the laws of the Czech Republic (the “Issuer”), SAZKA Czech a.s. (the “Guarantor”), Lucid Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as Principal Paying Agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent.
ALLWYN ENTERTAINMENT FINANCING (UK) PLC as Issuer, SAZKA GROUP A.S., SAZKA CZECH A.S., ITALIAN GAMING HOLDING A.S., SAZKA GROUP FINANCING A.S., SAZKA GROUP FINANCING (CZECH REPUBLIC) A.S., SAZKA A.S., SAZKA AUSTRIAN GAMING HOLDING A.S. and CAME...Indenture • May 20th, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
INDENTURE dated as of February 9, 2022 among Allwyn Entertainment Financing (UK) plc, a public limited company incorporated and registered in England and Wales (the “Issuer”), SAZKA Group a.s., SAZKA Czech a.s., Italian Gaming Holding a.s., SAKZA Group Financing a.s., SAZKA Group Financing (Czech Republic) a.s., SAKZA a.s., SAZKA Austrian Gaming Holding a.s. and CAME Holding GmbH (collectively, the “Guarantors”), Lucid Trustee Services Limited, as Trustee and Security Agent, The Bank of New York Mellon, London Branch, as Principal Paying Agent and Calculation Agent and The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar and Transfer Agent.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 20th, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 23, 2020, among SAZKA a.s. (“SAZKA”) and Austrian Gaming Holding a.s. (“AGH”), each a company organized and existing under the laws of the Czech Republic, and CAME Holding GmbH (“CAME”), a company organized and existing under the laws of the Republic of Austria (each of SAZKA, AGH and CAME is referred to as a “Subsequent Guarantor” and, collectively, the “Subsequent Guarantors”), SAZKA Group a.s. (or its permitted successor), a joint stock company incorporated under the laws of the Czech Republic (the “Issuer”) and Lucid Trustee Services Limited, as Trustee.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 20th, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 16, 2020, among Italian Gaming Holding a.s. (“IGH”), SAZKA Group Financing a.s. (“SAZKA Group Financing”) and SAZKA Group Financing (Czech Republic) a.s. (“SAZKA Group Financing Czech Republic”), each a company organized and existing under the laws of the Czech Republic (each of IGH, SAZKA Group Financing and SAZKA Group Financing Czech Republic is referred to as a “Subsequent Guarantor” and, collectively, the “Subsequent Guarantors”), SAZKA Group a.s. (or its permitted successor), a joint stock company incorporated under the laws of the Czech Republic (the “Issuer”) and Lucid Trustee Services Limited, as Trustee.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Allwyn Entertainment AG, a Swiss corporation (the “Company”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (the “SPAC”), Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), KKCG AG, a Swiss stock corporation (“KKCG”), [●], a [●] ( “Apollo”), Clifton S. Robbins, Gary D. Cohn, Kathryn A. Hall, C. Robert Kidder, Alexander T. Robertson and Anne Sheehan (collectively, the “Director Holders”), and the parties set forth on Schedule 1 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, KKCG, Apollo, the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
RELATIONSHIP AGREEMENT dated [●], 2022 (the “Agreement”) betweenRelationship Agreement • May 20th, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation
The Companies Act (As Revised) of the Cayman Islands Plan of MergerPlan of Merger • August 1st, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation
This plan of merger (the “Plan of Merger”) is made on [ ] 2022 between Allwyn Sub LLC (the “Surviving Company”) and Cohn Robbins Holdings Corp. (the “Merging Company”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 21st, 2022 • Allwyn Entertainment AG • Services-miscellaneous amusement & recreation • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of February 9, 2022, among SAZKA Group a.s. (the “Issuer”) and SAZKA Czech a.s. (“SAZKA Czech”), Italian Gaming Holding a.s. (“IGH”), SAZKA Group Financing a.s. (“SAZKA Group Financing”), SAZKA Group Financing (Czech Republic) a.s. (“SAZKA Group Czech Financing”), SAZKA a.s. (“SAZKA”) and Austrian Gaming Holding a.s. (“AGH”), each a company organized and existing under the laws of the Czech Republic, CAME Holding GmbH (“CAME”), a company organized and existing under the laws of the Republic of Austria and Allwyn Entertainment Financing (UK) plc, a public limited company incorporated in England and Wales (the “Subsequent Guarantor” and, together with SAZKA Czech, IGH, SAZKA Group Financing, SAZKA Group Czech Financing, SAZKA, AGH and CAME, the “Guarantors”), and Lucid Trustee Services Limited, as Trustee.
