Fourth Amended and Restated Limited Waiver, dated as of September 30, 2020, granted by Bank of Montreal, as administrative agent, on behalf of and at the direction of the Required Lenders in favor of MGE Niagara Entertainment Inc

EXHIBIT 10.1

Execution Version

FOURTH AMENDED AND RESTATED LIMITED WAIVER

THIS FOURTH AMENDED AND RESTATED LIMITED WAIVER dated as of September 30, 2020 (the “A&R Limited Waiver”) is granted by Bank of Montreal, as administrative agent (the “Administrative Agent”), on behalf of and at the direction of the Required Lenders in favour of MGE Niagara Entertainment Inc. (the “Borrower”);

WHEREAS the Borrower entered into a credit agreement dated as of June 10, 2019 (as amended on July 17, 2019 and as may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”) with, among others, Complex Services Inc., as guarantor, the Administrative Agent, and each of the lenders party thereto from time to time, as lenders (the “Lenders”);

AND WHEREAS in light of the COVID-19 pandemic and in accordance with Applicable Law, OLG has authorized and directed the temporary closure of the Casino Facilities (the “Closure”) until the date on which such Casino Facilities are permitted to open to the public in accordance with Applicable Law, subject to any other re-opening date by agreement of the parties;

AND WHEREAS OLG has agreed to provide certain financial relief to the Borrower under the COSA, as further described in the letters from OLG to the Borrower dated April 19, 2020 and June 12, 2020, copies of which have been provided to the Lenders;

AND WHEREAS, the Closure has been for a duration of more than 60 consecutive days which, in the absence of the Previous Limited Waivers (as defined below), would have resulted in an Event of Default under Section 11.1.11 of the Credit Agreement (the “Closure Default”);

AND WHEREAS the Closure was anticipated to result in a breach of the financial covenants set forth in Sections 9.4.1 and 9.4.2 of the Credit Agreement as at June 30, 2020 (the “Anticipated June Financial Covenant Breach”), and the Borrower had requested, and the Required Lenders had agreed, in the Second Amended and Restated Limited Waiver dated as of June 30, 2020 (the “Second June Limited Waiver”), which amended and restated an earlier limited waiver dated June 15, 2020 (the “First June Limited Waiver”), which amended and restated an earlier limited waiver dated May 15, 2020 (the “May Limited Waiver” together with the First June Limited Waiver, the Second June Limited Waiver and the July Limited Waiver (as defined below), collectively, the “Previous Limited Waivers”) to, among other things, extend the waiver of the Closure Default and waive the Anticipated June Financial Covenant Breach until July 31, 2020, and waive the delivery of the Compliance Certificate for the Fiscal Quarter ending June 30, 2020 pursuant to Section 9.1.1.3(a) of the Credit Agreement (the “Q1 Compliance Certificate”) until July 31, 2020;

AND WHEREAS, pursuant to a Third Amended and Restated Limited Waiver dated as of July 31, 2020 (the “July Limited Waiver”), which amended and restated the Second June Limited Waiver, the Administrative Agent on behalf of and at the direction of the Required Lenders (i) extended the waiver of the Closure Default, the Anticipated June Financial Covenant Breach and the delivery of the Q1 Compliance Certificate, and (ii) waived any additional breaches of the financial covenants set forth in Sections 9.4.1 and 9.4.2 of the Credit Agreement (together with the Anticipated June Financial Covenant Breach, collectively, the “Financial Covenant Breaches”), and any consequences thereof under the Credit Agreement or any other Loan Document, to September 30, 2020;

AND WHEREAS, the Borrower has requested that the Required Lenders extend the waiver of (i) the Financial Covenant Breaches, (ii) the requirement to deliver the Q1 Compliance Certificate, (iii) any occurrence of the Closure Default, and any consequences thereof, under the Credit Agreement or any other Loan Document, in each case from the date hereof until November 30, 2020 (such period being referred to herein as the “Extended Waiver Period”);

AND WHEREAS the Borrower has requested, and the Required Lenders have agreed, to also waive the delivery of the Compliance Certificate for the Second Quarter ending September 30, 2020 pursuant to Section 9.1.1.3(a) of the Credit Agreement (the “Q2 Compliance Certificate”) and the delivery of the Annual Business Plan for the Operating Year ending March 31, 2020 pursuant to Section 9.1.1.4 of the Credit Agreement (the “Annual Business Plan”), in each case, until the end of the Extended Waiver Period;

AND WHEREAS the Required Lenders have agreed to the requested waivers on the terms and conditions specified herein;

NOW THEREFORE the parties hereto hereby agree as follows:

- signature pages follow -

IN WITNESS WHEREOF, the Administrative Agent has signed this A&R Limited Waiver on behalf of and at the direction of the Required Lenders effective as of the first date written above.

[Signature Page – September 2020 A&R Waiver]

The undersigned acknowledges and agrees to the foregoing as of the date first above written.

[Signature Page – September 2020 A&R Waiver]

SCHEDULE A – DEFINITIONS

“Cage Cash” means, at any time, the aggregate amount of cash float held by, or for the account of, any Obligor that is maintained by such Obligor under Applicable Law or any Material Authorization for the purpose of making change, redeeming chips and paying winnings to any Person entitled thereto in connection with the slot machines, table games, and other lottery and related promotional schemes conducted, managed and operated by any Obligor in the Casino Facilities. For certainty, Cage Cash does not include any cash float that is supplied by, or the property of, a Gaming Authority.”

“Liquidity” means the sum of (i) the amount by which the aggregate amount of the Revolving Facility Commitments then in effect exceed the then outstanding Obligations plus (ii) Unrestricted Cash of the Obligors.”

“Liquidity Forecast” means the forecast prepared by a senior officer of the Borrower of the Borrower’s Liquidity determined on a weekly basis for the period commencing April 1, 2020 and ending on December 31, 2020 attached hereto as Schedule C.”

“Unrestricted Cash” means the aggregate amount of cash and Cash Equivalents held by the Obligors which is subject to a valid first charge under the Security Documents and not otherwise subject to any Lien or restriction which would restrict the use thereof by the Obligors and, for greater certainty, “Unrestricted Cash” includes Cage Cash.”

SCHEDULE B – APPLICABLE MARGIN

SCHEDULE C - LIQUIDITY FORECAST

(see attached)