Exhibit 10.7

Execution Version

THIRD AMENDED AND RESTATED LIMITED WAIVER

THIS THIRD AMENDED AND RESTATED LIMITED WAIVER dated as of July 31, 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 earlier of 3:59:59 a.m. on (i) September 30, 2020, and (ii) 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 (the closure, without regard to any extension thereof, being the “Closure Period”);

AND WHEREAS OLG has agreed to provide certain financial relief to the Borrower under the COSA during the Closure Period, 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 in accordance with Section 9.2.15 of the Credit Agreement, upon the assignment to, and assumption by, the Borrower of the NFEC Lease (the “NFEC Lease Assignment Date”), the Borrower is required to contemporaneously deliver to the Administrative Agent the closing deliverables set out in such Section (the “NFEC Deliverables”);

AND WHEREAS the Borrower had requested, and the Required Lenders had agreed, in the Second June Limited Waiver (as defined below) that the Required Lenders waive the requirement to deliver the NFEC Deliverables on the NFEC Lease Assignment Date and grant an extension to deliver such documents on or before July 31, 2020 (the “NFEC Deliverables Date”);

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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 June Limited Waiver to waive such 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”);

AND WHEREAS, pursuant to a 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 and the Second June Limited Waiver, collectively, the “Previous Limited Waivers”), the Administrative Agent on behalf of and at the direction of the Required Lenders waived the Closure Default, the Anticipated June Financial Covenant Breach and the delivery of the Q1 Compliance Certificate until, and any consequences thereof, under the Credit Agreement or any other Loan Document, and extended the NFEC Deliverables Date to, July 31, 2020;

AND WHEREAS, the Required Lenders have agreed to the substitution of the scheduled form of landlord direct agreement attached to Part I of Schedule 9.2.15 of the Credit Agreement with the scheduled form of landlord direct agreement attached to the NFEC Lease so long as the lender direct agreement dated June 11, 2019 between the Administrative Agent and OLG is concurrently amended and restated to the Administrative Agent’s satisfaction, acting reasonably (collectively, the NFEC Deliverables as amended and replaced by such documents are hereinafter, collectively, the “Updated NFEC Deliverables”);  

AND WHEREAS, the Borrower has requested that the Required Lenders extend the waiver of (i) the Anticipated June Financial Covenant Breach, (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, and extend the NFEC Deliverables Date, in each case from the date hereof until September 30, 2020 (such period being referred to herein as the “Extended Waiver Period”);

AND WHEREAS since the financial covenants set forth in Sections 9.4.1 and 9.4.2 of the Credit Agreement require the Borrower to maintain compliance at all times, the Borrower has requested that the Required Lenders waive any breach of the financial covenants resulting from the Closure of the Casino Facilities (the “Financial Covenant Closure Breaches”) 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:

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- signature pages follow -

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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 – July 2020 A&R Waiver]

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

[Signature Page – July 2020 A&R Waiver]

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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.”

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SCHEDULE B – APPLICABLE MARGIN

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SCHEDULE C - LIQUIDITY FORECAST

(see attached)

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