On May 1, 2020 (the “Closing Date”), AP Gaming I, LLC (the “Borrower”), a Delaware limited liability company and
wholly owned indirect subsidiary of PlayAGS, Inc. (the “Company”), as borrower, and AP Gaming Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of the Company (“Holdings”), entered into an Incremental
Assumption and Amendment Agreement No. 4 (the “Incremental Agreement”) with certain of the Borrower’s subsidiaries, the lenders party thereto and Jefferies Finance LLC, as administrative agent (the “Administrative Agent”). The Incremental
Agreement amended that certain First Lien Credit Agreement, dated as of June 6, 2017, as amended on December 6, 2017, as amended and restated on February 7, 2018, as amended and restated on October 5, 2018, and as amended on August 30, 2019
(the “Existing Credit Agreement”), among the Borrower, Holdings, the lenders party thereto from time to time, the Administrative Agent and the other parties named therein (the Existing Credit Agreement as amended by the Incremental Agreement,
the “Amended Credit Agreement”).
The Incremental Agreement amends the Existing Credit Agreement to, among other things, (i) provide for a
suspension of the testing of the financial covenant for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020 and (ii) during the period beginning on the Closing Date and ending on the date on which the
Administrative Agent receives a compliance certificate with respect to the fiscal quarter ending December 31, 2021 (unless earlier terminated by the Borrower), make certain modifications to the negative covenants set forth in the Existing
Credit Agreement and, solely for purposes of determining compliance with the financial covenant during the first three quarters of 2021 once testing resumes, the calculation of
EBITDA.
Pursuant to the terms of the Incremental Agreement, the Borrower incurred incremental term loans in an aggregate
principal amount of $95,000,000 (the “Incremental Term Loans”). The net proceeds of the Incremental Term Loans are expected to be used for general corporate purposes. The Incremental Term Loans will mature on February 15, 2024. Starting with
the first full quarter ending after the Closing Date, the Incremental Term Loans will require scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the Incremental Term Loans incurred on the
Closing Date, with the balance due at maturity. Borrowings under the Incremental Term Loans will bear interest at a rate equal to, at the Borrower’s option, either LIBOR or the base rate, subject to an interest rate floor plus an applicable
margin of 13% for LIBOR loans and 12% for base rate loans.
The Borrower may voluntarily repay outstanding Incremental Term Loans at its option, in whole at any time or in
part from time to time, subject to the prepayment premiums set forth below and customary “breakage” costs with respect to LIBOR rate loans. Prior to May 1, 2022, any voluntary repayment of the Incremental Term Loans will be made at a price
equal to 100% of the principal amount of the Incremental Term Loans repaid, plus a “make-whole” premium. On or after May 1, 2022 and prior to November 1, 2022, any voluntary prepayment of the Incremental Term Loans will be accompanied by a
1.00% prepayment premium. On and after November 1, 2022, the Incremental Term Loans may be repaid without prepayment premium or penalty.
Other than as described above, the Incremental Term Loans have the same terms applicable to the outstanding
term loans under the Existing Credit Agreement, as amended by the Incremental Agreement. Additionally, the parties to the Amended Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.
The foregoing description of the Incremental Agreement and the Amended Credit Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Incremental Agreement, a copy of which is filed as Exhibit 10.1 hereto and the full text of the Amended Credit Agreement, which is attached as Annex A to
the Incremental Agreement.