THE 11.25% SENIOR SECURED PIK NOTES DUE 2021 (THE “NOTES”) HAVE NOT BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW.  BY ITS ACQUISITION OF A NOTE, EACH HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT, OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE ISSUER A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THE NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE ISSUER) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM A NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

$115,000,000

NOTE PURCHASE AGREEMENT

Dated as of May 29, 2015,


by and among


AP GAMING HOLDCO, INC.,


as Issuer,

AP GAMING HOLDINGS, LLC,


as Subsidiary Guarantor,


DEUTSCHE BANK AG, LONDON BRANCH,


as Purchaser,


and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

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TABLE OF CONTENTS

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Exhibits and Schedules

Exhibit A	Form of Transfer Agreement
Exhibit B	Form of Secured Senior Secured PIK Note
Exhibit C	Form of Global Intercompany Note
Schedule 3.08(a)	Subsidiaries
Schedule 3.08(b)	Subscriptions
Schedule 6.01(a)	Obligor Indebtedness
Schedule 6.01(b)	Opco Indebtedness
Schedule 6.02(a)	Liens
Schedule 6.04	Investments
Schedule 6.06(f)	Restricted Payments
Schedule 6.07	Transactions with Affiliates
Schedule 9.01	Notice Addresses

 

 

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NOTE PURCHASE AGREEMENT dated as of May 29, 2015 (this “Agreement”), by and among AP GAMING HOLDCO, INC., a Delaware corporation, as issuer (together with its successors and permitted assigns, the “Issuer”), AP GAMING HOLDINGS, LLC, a Delaware limited liability company, as guarantor (together with its successors and permitted assigns, the “Subsidiary Guarantor”), DEUTSCHE BANK AG, LONDON BRANCH, as purchaser (the “Purchaser”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the benefit of the Holders party hereto from time to time.

WHEREAS, AP Gaming I, LLC, a Delaware limited liability company and an indirect subsidiary of the Issuer (the “Acquiror”), intends, directly or indirectly, to acquire all of the outstanding Equity Interests of Cadillac Jack, Inc., a Georgia corporation (the “Target”), pursuant to a stock purchase agreement, dated as of March 30, 2015 (the “2015 Acquisition Agreement”), entered into by and among AGS, LLC, a Delaware limited liability company, Amaya Inc., a corporation organized under the laws of Quebec (“Seller”), and the Target (such transaction, the “Acquisition”);

WHEREAS, the Target, upon the consummation of the Acquisition, will be a wholly-owned subsidiary of the Acquiror;

WHEREAS, in connection with the consummation of the Acquisition, the Issuer wishes to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Issuer, 11.25% Senior Secured PIK Notes due 2021 in the aggregate principal amount of $115,000,000;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

Definitions

“2013 PIK Seller Notes” shall mean the pay-in-kind seller notes issued by AP Gaming, Inc. to the Seller (as such term is defined in the 2013 Purchase Agreement) on December 20, 2013 and January 15, 2014 pursuant to the terms of the 2013 Purchase Agreement (including pay-in-kind interest issued in accordance with the terms thereof).

“2013 Purchase Agreement” shall have the meaning assigned to the term “Purchase Agreement” in the Existing Credit Agreement (as in effect on the Closing Date).

“2013 Transactions” shall have the meaning assigned to the term “Transactions” in the Existing Credit Agreement (as in effect on the Closing Date).

“2013 Transaction Expenses” shall have the meaning assigned to the term “Transaction Expenses” in the Existing Credit Agreement (as in effect on the Closing Date).

“2015 Acquisition Agreement” shall have the meaning assigned to such term in the recitals hereto.

“2015 Information Memorandum” shall mean the Confidential Offering Memorandum dated May 26, 2015, as modified or supplemented in writing to the Purchaser prior to the Closing Date.

“2015 PIK Seller Notes” shall mean the pay-in-kind promissory notes issued by the Issuer to the Seller (as such term is defined in the 2015 Acquisition Agreement) on the Closing Date pursuant to the terms of the 2015 Acquisition Agreement (including pay-in-kind interest issued in accordance with the terms thereof), as it may be adjusted pursuant to the terms of Article II of the 2015 Acquisition Agreement as in effect on the date hereof.

“2015 Transactions” shall mean, collectively, the transactions to occur pursuant to the 2015 Transaction Documents, including (a) the consummation of the Acquisition; (b) (i) the execution, delivery and performance of the Note Documents, (ii) the creation of the Liens pursuant to the Pledge Agreement, (iii) the purchase of the Notes issued hereunder and (iv) the contribution to the Acquiror directly or indirectly of the net cash proceeds from the sale of the Notes; (c) (i) the execution, delivery and performance by the Acquiror of the incremental assumption agreement dated the Closing Date (the “Term Loan Incremental Assumption Agreement”) and the incurrence of the incremental term loans thereunder in an aggregate principal amount of $265 million, and (ii) the execution, delivery and performance by the Acquiror of an incremental revolving facility assumption agreement on or after the Closing Date in an aggregate principal amount of $15 million (the “Revolving Facility Incremental Assumption Agreement”); (d) the Equity Financing; (e) the issuance of one or more 2015 PIK Seller Notes pursuant to the 2015 Acquisition Agreement in an initial principal amount not exceeding $12.0 million; (f) the cancellation of,  repayment in full of, and the termination of all commitments under (i) indebtedness under the Credit Agreement, dated as of December 20, 2013, as amended on May 15, 2014, among the Target, Wilmington Trust, National Association (“WTNA”), as administrative agent and collateral agent, GSO Capital Partners LP, as sole arranger, and the several lenders from time to time parties thereto and (ii) indebtedness under the Mezzanine Credit Agreement, dated as of May 15, 2014, as amended on September 11, 2014, among the Target, WTNA, as administrative agent, GSO Capital Partners LP, as sole arranger, and the several lenders from time to time parties thereto (collectively, the “Incremental Facility Refinancing”) and (g) the payment of all 2015 Transaction Expenses.

“2015 Transaction Documents” shall mean the 2015 Acquisition Agreement, the Term Loan Incremental Assumption Agreement and the loan documents related thereto, the Revolving Facility Incremental Assumption Agreement, the 2015 PIK Seller Notes, and the Note Documents.

“2015 Transaction Expenses” shall mean any fees or expenses incurred or paid by the Issuer or any of its Subsidiaries in connection with the 2015 Transactions, the 2015 Transaction Documents and the transactions contemplated hereby and thereby.

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“Acquiror” shall have the meaning assigned to such term in the recitals hereto.

“Acquisition” shall have the meaning assigned to such term in the recitals hereto.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Applicable Premium” shall mean, with respect to any Note on any applicable redemption date (as determined by the Issuer in good faith), the excess of:

“Approved Fund” means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Holder, (b) an Affiliate of a Holder or (c) an entity or an Affiliate of an entity that administers or manages a Holder.  Notwithstanding the foregoing or anything to the contrary herein, no Holder shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement (A) to any Ineligible Institution, (B) to a natural person or (C) in a manner that would violate United States Federal or state securities laws.

“Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any Disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of, any asset or assets of the Issuer or any Subsidiary.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Budget” shall have the meaning assigned to such term in Section 5.04(e).

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“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or in London are authorized or required by law to remain closed.

“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such person and its subsidiaries.

“Cash Interest” shall have the meaning assigned to such term in Section 2.05(a).

“Cash Management Agreement” shall mean any agreement to provide to the Issuer or any Subsidiary 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.

“CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

A “Change in Control” shall be deemed to occur if:

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indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of voting power of the outstanding Voting Stock of the Issuer having more than the greater of (A) 35% of the ordinary voting power for the election of directors of the Issuer and (B) the percentage of the ordinary voting power for the election of directors of the Issuer owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless in the case of either clause (i) or (ii) of this clause (a), the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the members of the Board of Directors of the Issuer; or

“Closing Date” shall mean May 29, 2015.

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

“Co-Investors” shall mean each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

“Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capitalized Lease Obligations, Indebtedness for borrowed money and Disqualified Stock of the Issuer and the Subsidiaries determined on a consolidated basis on such date in accordance with GAAP.

“Consolidated Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

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Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to facilities closing costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity Interests or debt securities of Opco, the Issuer or any Parent Entity, any Investment, acquisition, Disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), any fees, expenses, charges or change in control payments related to the 2013 Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and 2013 Transaction Expenses incurred before, on or after December 20, 2013) and any fees, expenses, charges or change in control payments related to the 2015 Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and 2015 Transaction Expenses incurred before, on or after the Closing Date), in each case, shall be excluded,

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required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

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“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Issuer and the consolidated Subsidiaries without giving effect to any amortization of the amount of intangible assets since December 31, 2013, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Issuer as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), as applicable, calculated on a Pro Forma Basis after giving effect to any acquisition or Disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter, provided that if any date of determination occurs prior to the first delivery (or required delivery) pursuant to Section 5.04(a) or 5.04(b) hereunder, Consolidated Total Assets shall be determined utilizing the consolidated balance sheet of the Issuer as of the last day of the fiscal quarter most recently ended for which financial statements of the Issuer have been (or were required to be) filed with the SEC.  For purposes of testing whether any Lien, Investment, Immaterial Subsidiary, Disposition, Indebtedness or other item that is incurred (or made) based on a basket or threshold related to Consolidated Total Assets, such item shall be permitted if such basket or threshold was available on the date of such incurrence (or making) even if Consolidated Total Assets subsequently decreases.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Cumulative Credit” shall mean, at any date, an amount equal to the amount calculated pursuant to the defined term “Cumulative Credit” under the Existing Credit Agreement (as in effect on the Closing Date) on such date; provided, however, that (i) the “Cumulative Credit” hereunder shall be deemed reduced by the amount of any reliance thereon hereunder even if such reliance does not reduce the “Cumulative Credit” amount calculated pursuant to such defined term in the Existing Credit Agreement (as in effect on the Closing Date) (for example, if the Issuer, but not Opco, makes use thereof) and (ii) the “Cumulative Credit” hereunder shall not be reduced to the extent the “Cumulative Credit” amount calculated pursuant to such defined term in the Existing Credit Agreement (as in effect on the Closing Date) is utilized under the Existing Credit Agreement but without reliance thereon hereunder (for example, if the Opco, but not the Issuer, makes use thereof).

“Customer Development Agreement” shall mean any loan agreement or other financing instrument entered into in the ordinary course of business pursuant to which the Issuer or one of its Subsidiaries extends credit from time to time or makes payments to a customer party on one or more equipment and/or supplies lease or sale agreements with the Issuer or its Subsidiaries to finance such customer’s operation of the leased or purchased equipment and/or

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supplies (including rental or purchase payments owed to the Issuer or any of its Subsidiaries) and/or the development or acquisition of video gaming routes.

“Customer Note” shall mean any promissory note issued pursuant to a Customer Development Agreement by the customer borrower thereunder and made payable to the Issuer or a Subsidiary to evidence all obligations owed by such customer under such Customer Development Agreement.

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Issuer, setting forth such valuation, less the amount of cash or cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration, and available pursuant to Section 9.21.

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset.  The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualification” shall mean, with respect to any Holder:

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“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Obligations that are accrued and payable hereunder), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the Maturity Date  (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock).  Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Issuer or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined in good faith by the Issuer at such time on the basis of the Spot Rate (determined in respect of the applicable date of determination) for the purchase of Dollars with such currency.

“Dollars” or “$” shall mean lawful money of the United States of America.

“EBITDA” shall mean, with respect to the Issuer and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Issuer and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xiv) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):

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minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Issuer and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period).

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the generation, management,

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Release or threatened Release of, or exposure to, any Hazardous Material or to occupational health and safety matters (to the extent relating to the Environment or Hazardous Materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16.

“Equity Financing” shall have the meaning assigned to such term in Section 4.01(d).

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Issuer or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Issuer, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by the Issuer, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by the Issuer, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by the Issuer, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Issuer, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; or (j) the withdrawal of

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any of the Issuer, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Contributions” shall mean the amount received in cash (and the fair market value (as determined by the Issuer in good faith) of property other than cash) by the Issuer after the Closing Date from:

in each case designated as Excluded Contributions pursuant to an officer’s certificate, which shall be available pursuant to Section 9.21, from a Responsible Officer of the Issuer on or promptly after the date on which such capital contributions are made or the date on which such Equity Interests is sold, as the case may be.

“Existing Credit Agreement” shall mean the First Lien Credit Agreement, dated as of December 20, 2013, among AP Gaming Holdings, LLC, Opco, the lenders party thereto and Citicorp North America, Inc., as administrative agent and collateral agent, as amended, restated, supplemented or otherwise modified from time to time.

“Financial Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person, or a duly authorized employee of such person who is a Financial Officer of a subsidiary of such person.

“Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Fund” shall mean, collectively, investment funds managed by Affiliates of Apollo Global Management, LLC.

“Fund Affiliate” shall mean (i) each Affiliate of the Fund that is neither a “portfolio company” (which means a company actively engaged in providing goods or services to unaffiliated customers), whether or not controlled, nor a company controlled by a “portfolio company” and (ii) any individual who is a partner or employee of Apollo Management, L.P., Apollo Management VII, L.P. or Apollo Commodities Management, L.P.

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“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to the provisions of Section 1.02; provided, that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated subsidiary of the Issuer) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary.

“Gaming Authority” shall mean any commission, panel, board or similar body or organization of any Governmental Authority or of any Indian Tribe, in each case, with authority to regulate gaming or other games of chance or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations in a jurisdiction.

“Gaming Laws” shall mean all laws, rules, regulations, judgments, injunctions, orders, decrees or other restrictions of any Gaming Authority, applicable to the business or activities of the Issuer or any of its Subsidiaries, including to the extent applicable, the gaming industry or Indian Tribes or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in

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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.

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or other agricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of the Subsidiaries shall be a Hedging Agreement.

“Holder” shall mean the Purchaser as of the Closing Date (for so long as such person holds any Notes), as well as any person that is a “Holder” of the Notes pursuant to Sections 2.04 and 9.04.

“Immaterial Subsidiary” shall mean any Opco Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Issuer most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of the Issuer and the Subsidiaries on a consolidated basis as of such date; provided, that the Issuer may elect in its sole discretion to exclude as an Immaterial Subsidiary any Opco Subsidiary that would otherwise meet the definition thereof.

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Issuer, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

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“Indebtedness” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided, that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP and any earn-outs or other purchase price adjustments payable pursuant to the terms of the 2013 Purchase Agreement, (E) obligations in respect of Third Party Funds or (F) in the case of the Issuer and its Subsidiaries, (I) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilities in connection with the cash management, tax and accounting operations of the Issuer and the Subsidiaries. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof.  To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Indian Tribe” shall mean any United States Native American Indian tribe, band, nation or other organized group or community recognized by the Secretary of the Interior of the United States of America as being eligible for special status as Indians and recognized as possessing powers of self-government.

“Ineligible Institution” shall mean the persons identified in writing to the Purchaser by the Issuer on or prior to the Closing Date, and as may be identified in writing to the Holders by the Issuer from time to time thereafter in respect of bona fide business competitors of

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the Issuer (in the good faith determination of the Issuer) by delivery of a notice thereof to the Holders setting forth such person or persons (or the person or persons previously identified to the Purchaser or Holders that are to be no longer considered “Ineligible Institutions”).

“Information” shall have the meaning assigned to such term in Section 3.14(a).

“Intellectual Property” shall mean all intellectual property of every kind and nature of any person, whether now owned or hereafter acquired by any person, including inventions, designs, patents, copyrights, trademarks, patent licenses, copyright licenses, trademark licenses, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation.

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense, (b) capitalized interest of such person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other than the Issuer or a Subsidiary.  For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Issuer and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer in good faith to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Interest Payment Date” shall have the meaning assigned to such term in Section 2.05(b).

“Investment” shall have the meaning assigned to such term in Section 6.04.

“Issuer” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Management Group” shall mean the group consisting of the directors, executive officers and other management personnel of the Issuer or any Parent Entity, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer or any Parent Entity, as the case may be, was approved by a vote of a majority of the directors of the Issuer or any

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Parent Entity, as the case may be, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other management personnel of the Issuer or any Parent Entity, as the case may be, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the Issuer or any Parent Entity, as the case may be.

“Material Adverse Effect” shall mean a material adverse effect on the business, property, operations or financial condition of the Issuer and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the Note Documents or the rights and remedies of the Holders thereunder.

“Material Indebtedness” shall mean Indebtedness (other than the Notes) of any one or more of the Issuer or any Subsidiary in an aggregate principal amount exceeding $18,000,000.

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” shall mean May 28, 2021.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged Properties” shall have the meaning assigned to such term in the Existing Credit Agreement (as in effect on the Closing Date).

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Issuer or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions.

“Net Distribution Proceeds” shall mean 100% of the aggregate amount of the proceeds of any dividend or other distribution with respect to any Equity Interests initially originating from Opco or any Opco Subsidiary (other than (i) dividends or other distributions on Equity Interests payable solely by the issuance of additional Equity Interests other than Disqualified Stock, (ii) dividends or other distributions with respect to Equity Interests made by any Opco Subsidiary to Opco or any Opco Subsidiary, and (iii) those made pursuant to Section 6.06(b) of the Existing Credit Agreement (as in effect on the Closing Date) (but with respect to Section 6.06(b)(iv) thereof, only those made pursuant to subclauses (iv), (vi), (ix), (xiv) and (xvii) of Section 6.07(b) thereof) and Sections 6.06(c), (g), (i) or (k) of the Existing Credit Agreement (as in effect on the Closing Date)), in each case net of (a) costs incurred in connection therewith (including legal, advisory and accounting) and (b) taxes paid or payable as a result thereof.

 “Net First Lien Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without duplication, (a) the aggregate principal amount of any Term B Loans and Revolving Facility Loans (as such terms are defined under the Existing Credit Agreement) and

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any Indebtedness incurred to Refinance any Term B Loans and Revolving Facility Loans that is secured by first priority liens on the Opco Collateral, in each case outstanding as of the last day of the Test Period most recently ended as of such date and (b) the aggregate principal amount of any other Consolidated Debt (including Capitalized Lease Obligations) of the Issuer and its Subsidiaries as of the last day of such Test Period that is then secured by Liens that are senior to or pari passu with the Liens securing the Term B Loans less (ii) without duplication, up to $25,000,000 of Unrestricted Cash and unrestricted Permitted Investments of the Issuer and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“New Project” shall mean (x) each plant, facility or branch which is either a new  plant, facility or branch or an expansion of an existing plant, facility or branch owned by the Issuer or the Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit to the extent such business unit commences operations or each expansion (in one or a series of related transactions, and including the process of obtaining regulatory approvals for entering into any new geographical jurisdiction) of business into a new market.

“Note” shall have the meaning assigned to such term in Section 2.01.

“Note Documents” shall mean (i) this Agreement, (ii) the Subsidiary Guarantee, (iii) the Pledge Agreement and (iv) each Note issued by the Issuer to a Holder in substantially the form of Exhibit B.

“Obligations” shall mean, collectively, (a) the obligations of the Issuer with respect to (i) the unpaid accreted amount of principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding and unpaid interest, if any, on overdue amounts as set forth in Section 2.05(c)), on the Notes under this Agreement and the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Issuer owed under or pursuant to this Agreement and each other Note Document, including obligations to pay fees, premium, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of the Subsidiary Guarantor under or pursuant to each of the Note Documents.

“Obligors” shall mean collectively the Issuer and the Subsidiary Guarantor.

“OFAC” shall have the meaning provided in Section 3.25(b).

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“Opco” shall mean AP Gaming I, LLC, together with its successors and assigns.

“Opco Collateral” shall mean the “Collateral” as defined in the Existing Credit Agreement.

“Opco Loan Documents” shall mean the “Loan Documents” as defined in the Existing Credit Agreement.

“Opco Loan Parties” shall mean the “Loan Parties” as defined in the Existing Credit Agreement.

“Opco Subsidiaries” shall mean any Subsidiary that is a subsidiary of Opco.

“Other Taxes” shall mean any and all present or future stamp or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording or similar Taxes arising from any payment made hereunder or under any other Note Document or from the execution, registration, delivery or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Note Documents.

“Parent Entity” shall mean any direct or indirect parent of the Issuer.

“Partial PIK Interest” shall have the meaning assigned to such term in Section 2.05(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Issuer and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto:  (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; and (iii) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01.

“Permitted Holder Group” shall have the meaning assigned to such term in the definition of “Permitted Holders.”

“Permitted Holders” shall mean (i) the Co-Investors (and each person to whom any Co-Investor transfers Equity Interests of the Issuer or any Parent Entity in connection with the primary equity syndication following the Closing Date), (ii) any person that has no material assets other than the capital stock of the Issuer or any Parent Entity and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of the Issuer, and of which no other person or “group” (within the meaning of

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Rules 13d-3 and 13d-5 under the Exchange Act as in effect on December 20, 2013), other than any of the other Permitted Holders specified in clause (i), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i)) on a fully diluted basis of the voting Equity Interests thereof and (iii) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on December 20, 2013) the members of which include any of the other Permitted Holders specified in clause (i) or (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member (or more favorable basis, in the case of any Permitted Holder) and (2) no person or other “group” (other than the other Permitted Holders specified in clause (i) or (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i) or (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Investments” shall mean:

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“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets; provided, that recourse to the Issuer or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Issuer or any Subsidiary (other than a Special Purpose Receivables Subsidiary).

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to

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any existing commitment unutilized thereunder and letters of credit undrawn thereunder), (b) except with respect to Section 6.01(i), (i) the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the Maturity Date and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of (i) the Weighted Average Life to Maturity of the Indebtedness being Refinanced and (ii) the Weighted Average Life to Maturity of the Notes then outstanding, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to the Notes on terms in the aggregate not materially less favorable to the Holders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness of any direct or indirect parent of Opco shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced (except that the Subsidiary Guarantor may be added as an additional obligor in respect of Permitted Refinancing Indebtedness of the Issuer) and (e) if the Indebtedness being Refinanced is secured by Liens on any Pledged Collateral (whether senior to, equally and ratably with, or junior to the Liens on such Pledged Collateral securing the Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by such Pledged Collateral only on terms, taken as a whole, no less favorable to the Secured Parties than the Indebtedness being refinanced or on terms otherwise permitted by Section 6.02.

“person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“PIK Interest” shall have the meaning assigned to such term in Section 2.05(a).

“PIK Notes” shall have the meaning assigned to such term in Section 2.01.

“PIK Seller Notes” shall mean the 2013 PIK Seller Notes and the 2015 PIK Seller Notes, collectively.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by the Issuer, any Subsidiary or any ERISA Affiliate, and (iii) in respect of which the Issuer, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” shall mean the Pledge Agreement, dated as of the date hereof between the Issuer and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Pledged Collateral” shall have the meaning assigned to such term in the Pledge Agreement.

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“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Principal” shall have the meaning assigned to such term in Section 2.04.

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”):  (i) pro forma effect shall be given to any Disposition, any acquisition, Investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the 2013 Transactions and the 2015 Transactions) (or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Holders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, New Project, and any restructurings of the business of the Issuer or any of its Subsidiaries that the Issuer or any of the Subsidiaries has determined to make and/or made and are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Issuer determines are reasonable as set forth in a certificate (which shall be available pursuant to Section 9.21) of a Financial Officer of the Issuer (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated, (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables Financing, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commences operations and records not less than one full fiscal quarter’s operations during the Reference 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 Issuer in good faith, and (iii) (A) any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then

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being designated, collectively, and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Issuer and may include adjustments to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings, in each case, related to mergers and other business combinations, acquisitions and divestitures projected by the Issuer in good faith to result from actions taken or expected to be taken (in the good faith determination of the Issuer) after the date any such transaction is consummated (including, to the extent applicable, the 2013 Transactions and the 2015 Transactions), (2) all adjustments of the type used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the Confidential Information Memorandum, dated December 3, 2013, relating to the Existing Credit Agreement, to the extent such adjustments, without duplication, continue to be applicable to such Reference Period, provided that any adjustment relating to new machines placed or to be placed on casino floors or other gaming establishments will be permitted to be given pro forma effect to the extent (i) such machines are under contract and expected to be placed in such locations within 6 months of the Reference Period in the good faith determination of the Issuer or (ii) the Issuer or a Subsidiary has incurred the capital or inventory cost of producing the machines, whether the machines are placed in inventory or delivered to customers, and (3) other operating expense reductions and other operating improvements, synergies or cost savings, in each case, projected by the Issuer in good faith to result from actions either taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 12 months after the date any such transaction is consummated and, in the case of this clause (3), the amount of any adjustments pursuant to this clause (3) shall not exceed 20% of EBITDA for the Reference Period (calculated prior to giving effect to such cap). A Financial Officer of the Issuer shall certify such demonstrable or additional operating expense reductions, other operating improvements or synergies and adjustments pursuant to clause (2) above, and information and calculations supporting them in reasonable detail.

For purposes of this definition, any amount in a currency other than Dollars will be converted to Dollars 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.

“Projections” shall mean (i) the projections and any forward-looking statements (including statements with respect to booked business) of the Issuer and its Subsidiaries included in the 2015 Information Memorandum and (ii) any other projections furnished to the Purchaser by or on behalf of the Issuer, any of its subsidiaries, and Fund or any affiliate of a Fund, or any representatives of the foregoing, in each case, in connection with the 2015 Transactions.

 “Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection

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therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“Purchaser” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Purchase Price” shall have the meaning assigned to such term in Section 2.01.

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

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of the Issuer or any Parent Entity which generates cash proceeds of at least $25,000,000.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by the Issuer or its Subsidiaries, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by the Issuer or any Subsidiary.

“Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

“Record Date” shall have the meaning assigned to such term in Section 2.05(e).

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

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“Register” shall have the meaning assigned to such term in Section 2.04(b).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates.

“Related Sections” shall have the meaning assigned to such term in Section 6.04.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment.

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Required Holders” shall mean, at any time, Holders holding more than fifty percent (50%) of the then aggregate outstanding principal amount of the Notes.

“Requirement of Law” shall mean, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority or Gaming Authority, including Gaming Laws, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person, any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement or any other Note Document, or any other duly authorized employee or signatory of such person, and when used with respect to the Collateral Agent, means any officer of the Collateral Agent with direct responsibility for the administration of this Agreement or any other Note Document and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

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“Restricted Payments” shall have the meaning assigned to such term in Section 6.06.  The amount of any Restricted Payment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Issuer in good faith).

“S&P” shall mean Standard & Poor’s Ratings Group, Inc.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Parties” shall mean, collectively, the Collateral Agent, each Holder, and each sub-agent appointed pursuant to Section 8.02 by the Collateral Agent with respect to matters relating to the Pledge Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller” shall have the meaning assigned to such term in the recitals hereto.

“Similar Business” shall mean any business, the majority of whose revenues are derived from (i) business or activities conducted by the Issuer and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or 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 Issuer’s good faith business judgment constitutes a reasonable diversification of businesses conducted by the Issuer and its Subsidiaries.

“Special Purpose Receivables Subsidiary” shall mean (i) a direct or indirect Subsidiary of the Issuer established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Issuer or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Issuer or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any Subsidiary of a Special Purpose Receivable Subsidiary.

“Specified Permitted Liens” shall mean Liens permitted by clauses (b)(ii), (d), (e), (k) and (o)(i) of Section 6.02.

“Spot Rate” shall mean, with respect to any currency, the rate at which such currency may be exchanged into another currency based on the exchange rate on the immediately prior Business Day as determined by OANDA Corporation and made available on its website at http: www.oanda.com/convert/fxhistory; provided, that the Issuer may obtain such spot rate from a financial institution of national standing if at any such determination, for any reason, no such rate is being quoted.

“Subagent” shall have the meaning assigned to such term in Section 8.02.

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“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Issuer.  Notwithstanding the foregoing, except for purposes of Sections 3.08, 3.09, 3.13, 3.15, 3.16, 3.25(b), 3.26, 5.03, 5.09 and 7.01(k), and the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Issuer or any of its Subsidiaries for purposes of this Agreement.

“Subsidiary Guarantor” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Subsidiary Guarantee” shall mean the Subsidiary Guarantee, dated as of the date hereof, issued by the Subsidiary Guarantor to the Holders, as amended, restated, supplemented or otherwise modified from time to time.

“Subsidiary Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Term B Loans” shall have the meaning assigned to such term in the Existing Credit Agreement.

“Term Loan Incremental Assumption Agreement” shall have the meaning assigned to such term in the definition of “2015 Transactions.”

“Termination Date” shall mean the date on which the principal of and interest on each Note, and all other expenses, premium or other amounts due and payable under any Note Document, shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due).

“Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Issuer then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b) and, initially, the four fiscal quarter period ended March 31, 2015.

“Third Party Funds” shall mean any accounts or funds, or any portion thereof, received by Issuer or any of its Subsidiaries as agent on behalf of third parties in accordance with

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a written agreement that imposes a duty upon Issuer or one or more of its Subsidiaries to collect and remit those funds to such third parties.

“Total Net Leverage Ratio” shall mean, on any date, the ratio of (a) (i) the aggregate principal amount of Consolidated Debt of Opco and the Opco Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii) without duplication, up to $25,000,000 of Unrestricted Cash and Permitted Investments of Opco and the Opco Subsidiaries as of the last day of such Test Period, to (b) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Total Net Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Transaction Documents” shall have the meaning assigned to such term in the Existing Credit Agreement.

“Transfer” means the sale, pledge, assignment, or other transfer of the Notes, in whole or in part, and of the rights of the Holder thereof with respect thereto and under this Agreement pursuant to Section 2.04.

“Transfer Agreement” shall mean a transfer agreement entered into by a Holder and a transferee, and promptly delivered to the Issuer, substantially in the form of Exhibit A or such other form as shall be approved by the transferring Holder and reasonably satisfactory to the Issuer.

“Treasury Rate” shall mean, as of the applicable redemption date, as determined by the Issuer in good faith, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year (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)).

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Pledged Collateral.

“Unrestricted Cash” shall mean cash or cash equivalents of the Issuer or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Issuer or any of its Subsidiaries.

“Unrestricted Subsidiary” shall mean (1) any Subsidiary of the Issuer, whether now owned or acquired or created after the Closing Date, that is designated by the Issuer as an Unrestricted Subsidiary hereunder by written notice to the Holders; provided, that the Issuer shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Issuer or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, and any prior or concurrent Investments in such Subsidiary by the Issuer or any of

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its Subsidiaries shall be deemed to have been made under Section 6.04 and (c) without duplication of clause (b), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04; and (2) any subsidiary of an Unrestricted Subsidiary, provided that notwithstanding the foregoing, none of AP Gaming, Inc., the Subsidiary Guarantor or Opco shall be Unrestricted Subsidiaries at any time. The Issuer may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) the Issuer shall have delivered to the Holders an officer’s certificate executed by a Responsible Officer of the Issuer, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clause (i), and available pursuant to Section 9.21.

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).

“Voting Stock” shall mean, with respect to any person, such person’s Equity Interests having the right to vote for the election of directors of such person under ordinary circumstances.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.  Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of the Issuer that is a Wholly Owned Subsidiary of the Issuer.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  Except as otherwise expressly provided herein, any reference in this Agreement to any Note Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Issuer notifies the Holders that the Issuer requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Issuer or the Subsidiaries, or of a special purpose or other entity not consolidated with the Issuer and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation of the Issuer or any Subsidiary under this Agreement or any other Note Document as a result of such changes in GAAP.

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ARTICLE II

The Notes and Purchase and Sale

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that neither gain nor loss of interest shall result from any such Transfer or exchange.  Upon receipt of written notice from the Holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such Holder’s indemnity agreement satisfactory to the Issuer, or in the case of any such mutilation upon surrender and cancellation of such Note, the Issuer will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

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in the amount of such PIK Interest on such Interest Payment Date and such increase shall be deemed to be reflected in the Register for all purposes hereunder.

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Notes (including Principal, cash interest (if elected) and all other monetary Obligations) shall be made by wire transfer of immediately available funds to the accounts specified by the applicable Holders maintained with a bank in the United States.

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ARTICLE III

Representations and Warranties

On the Closing Date, the Issuer and Subsidiary Guarantor, jointly and severally, represent and warrant to the Purchaser and the Collateral Agent that:

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issuance of the Notes and the Subsidiary Guarantee and the consummation of the 2015 Transactions (a) have been duly authorized by all corporate, stockholder or limited liability company action required to be obtained by the Issuer and the Subsidiary Guarantor and (b) will not (i) violate (A) any provision of law, statute, rule or regulation applicable to the Issuer, the Subsidiary Guarantor or any other Opco Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any limited liability company or operating agreements) or by-laws of the Issuer or the Subsidiary Guarantor, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to the Issuer, the Subsidiary Guarantor or any other Opco Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement (including, without limitation, the Existing Credit Agreement) or other instrument to which the Issuer, the Subsidiary Guarantor or any other Opco Loan Party) is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Issuer, the Subsidiary Guarantor or any other Opco Loan Party other than the Liens created by the Note Documents and Permitted Liens or any Lien on Pledged Collateral other than Liens created by the Note Documents and Specified Permitted Liens.

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otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05.

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to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Purchaser and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Issuer, provided that, with respect to Information relating to the Target and its subsidiaries, the representation in this Section 3.14(b) is made to the best of the Issuer’s and the Subsidiary Guarantor’s knowledge.

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Environmental Laws, which in any such case has not been made available to the Purchaser prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Issuer or any of the Subsidiaries of any property currently or, to the Issuer’s knowledge, formerly owned or leased by the Issuer or any of the Subsidiaries that has not been made available to the Purchaser prior to the Closing Date.

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Guarantee to the Purchaser in the manner contemplated by this Agreement and the Subsidiary Guarantee to register the Notes or the Guarantee under the Securities Act or to qualify this Agreement under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

ARTICLE IIIA

Representations and Warranties of the Purchaser and Holders

By acquisition of Notes, the Purchaser and each subsequent transferee and Holder will be deemed to have represented and warranted, as of the date on which the Purchaser or such Holder, as applicable, acquires its interest in such Notes, that (a) (i) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, or (ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (iii) it (A) is not a “U.S. person” within the meaning of Regulation S under the Securities

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Act or acting for the account or benefit of U.S. persons; (B) is acquiring the Notes outside the United States in an “offshore transaction” (as defined in Rule 902(h) of Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act; and (C) is not purchasing the Notes as a result of any “directed selling efforts” (within the meaning of Regulation S under the Securities Act) and, in the case of either clause (i), (ii) or (iii), in purchasing and/or acquiring the Notes, it is specifically understood and agreed that such person is acquiring the Notes for the purpose of investment for its own account and not with a view towards the sale or distribution thereof, although, by making such representation, the Purchaser and such subsequent transferees and Holders shall not be deemed to have committed to hold the Notes (and the related Guarantee) for any minimum duration, (b) it understands that the Notes and the Guarantee will not be registered under the Securities Act, by reason of their issuance by the Issuer in a transaction exempt from the registration requirements of the Securities Act, and that it must not offer or sell the Notes or the Guarantee and must hold such Notes unless and until a subsequent resale thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration and such person further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such person) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts,  (c) it has been furnished with or has had access to the information it has requested from the Issuer and has had an opportunity to discuss with the management of the Issuer and the business and financial affairs of the Issuer and its subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto, (d) such person has made its own independent investigation into the affairs and financial conditions of the Issuer and has not relied on any other party in making its decision to purchase the Notes, (e) such person has not employed any broker or finder in connection with the transactions contemplated by this Agreement and no fees or commissions are payable to it except as otherwise provided for in this Agreement, and (f) the source of funds to be used by such person to pay the purchase price of the Notes does not include “plan assets” as defined in Section 3(42) of ERISA.

ARTICLE IV

Conditions of Purchase

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the 2015 Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such other statement of income), it being understood that any purchase accounting adjustment therein may be preliminary in nature and based only on estimates and allocations determined by the Issuer.

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ARTICLE V

Affirmative Covenants

The Issuer covenants and agrees with each Holder that, until the Termination Date, unless the Required Holders shall otherwise consent in writing, the Issuer will, and will cause each of its Subsidiaries to:

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therefor in accordance with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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certificate of a Financial Officer of the Issuer (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) if the Cumulative Credit is utilized during such fiscal period, setting forth the calculation and uses of the Cumulative Credit for any purpose during such fiscal period;

The Issuer shall also, if requested by the Purchaser or any Holder with respect to the completion of any fiscal quarter, be available on a one-time basis with respect to each such fiscal quarter to the Holders to answer questions of management and to discuss quarterly or annual financial results by telephone, as applicable, not later than ten Business Days following the date upon which the financial statements required pursuant to Section 5.04(a) or (b), as applicable, were furnished to (or deemed to have been furnished to) the Holders, at a time reasonably requested by the Purchaser or such Holder at least three Business Days in advance of such proposed call.

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the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

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all at the expense of the Issuer; and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Pledge Agreement. The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Pledged Collateral, for the legality, effectiveness or sufficiency of the Pledge Agreement, the Subsidiary Guarantee or any other security document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Notes.

For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Note Document) and such responsibility shall be solely that of the Issuer.

ARTICLE VI

Negative Covenants

The Issuer covenants and agrees with each Holder that, until the Termination Date, unless the Required Holders shall otherwise consent in writing, the Issuer will not, and will not permit any of the Subsidiaries to:

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Indebtedness created under the other Note Documents and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

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or consolidation, the incurrence of such Indebtedness by Opco or any Opco Subsidiary and the use of proceeds thereof and any related transactions is no greater than the Total Net Leverage Ratio in effect immediately prior thereto and (ii) any Permitted Refinancing Indebtedness incurred by Opco or any Opco Subsidiary to Refinance any such Indebtedness;

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Indebtedness) in the ordinary course of business or consistent with past practice or industry practices;

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obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements.

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in respect thereof), in a principal amount not in excess of the stated amount of such letter of credit issued under the Existing Credit Agreement (or any Permitted Refinancing Indebtedness in respect thereof); and

For purposes of determining compliance with this Section 6.01, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing.

Further, for purposes of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in Sections 6.01(a) through (gg) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 6.01(a) through (gg), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above applicable clauses and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only one of such applicable clauses; provided, that all Indebtedness outstanding on the Closing Date in respect of the Notes shall at all times be deemed to have been incurred pursuant to clause (b)(ii) of this Section 6.01.  In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any

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Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

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credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Subsidiary;

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Notwithstanding the foregoing or anything herein to the contrary, (i) no Liens will be permitted by this Section 6.02 on Pledged Collateral other than Specified Permitted Liens and (ii) with respect to any Lien otherwise permitted on property or assets of Opco or the Opco Subsidiaries pursuant to this Section 6.02, such Liens shall also be permitted on the Equity Interests of Opco to the same extent.

For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in Sections 6.02(a) through (ll) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Sections 6.02(a) through (ll), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the

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amount and type of such Lien or such item of Indebtedness (or any portion thereof) secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being incurred or existing pursuant to only one of such clauses.  In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness.

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making thereof and without giving effect to any write downs or write offs thereof) made after the Closing Date in Subsidiaries that are not Wholly Owned Subsidiaries shall not exceed the sum of (X) the greater of (1) $12,000,000 and (2) 5.10% of the Consolidated Total Assets as at the end of the then most recently ended Test Period 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;

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5.10% of the Consolidated Total Assets as at the end of the then most recently ended Test Period, plus (Y) so long as no Event of Default shall have occurred and be continuing, any portion of the Cumulative Credit on the date of such election that the Issuer elects to apply to this Section 6.04(j)(Y) in a written certificate of a Responsible Officer thereof which certificate shall be available pursuant to Section 9.21 and shall set forth calculations in reasonable detail of the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, and plus (Z) 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 pursuant to clause (X); provided, that if any Investment pursuant to this Section 6.04(j) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Issuer, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Wholly Owned Subsidiary) and not in reliance on this Section 6.04(j);

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Consolidated Total Assets as at the end of the then most recently ended Test Period 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; provided, that if any Investment pursuant to this clause (dd) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Issuer, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(dd); and

The amount of Investments that may be made at any time pursuant to Section 6.04(b), 6.04(j) or 6.04(ee) (such Sections, the “Related Sections”) may, at the election of the Issuer, be increased by the amount of Investments that could be made at such time under the other Related Section; provided, that the amount of each such increase in respect of one Related Section shall be treated as having been used under the other Related Section.

The amount of any Investment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Issuer in good faith) valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof.

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surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Issuer or any Subsidiary, (iv)  assignments by the Issuer and any Subsidiary in connection with insurance arrangements of their rights and remedies under, and with respect to, the 2013 Purchase Agreement or the 2015 Acquisition Agreement in respect of any breach by any Seller of its representations and warranties set forth therein or (v) the Disposition of Permitted Investments in the ordinary course of business;

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judgment of the management of the Issuer to be no longer useful or necessary in the operation of the business of the Issuer or any of the Subsidiaries;

Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no Disposition of assets under Section 6.05(d) (to the extent required under Section 6.03(b)) or Section 6.05(g) shall be permitted unless such Disposition is for fair market value (as determined in good faith by the Issuer), or if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, (ii) no Disposition of assets under Section 6.05(g) or Section 6.05(d) (to the extent permitted pursuant to Section 6.03(b)) shall be permitted unless such Disposition (except to Wholly Owned Subsidiaries) is for at least 75% cash consideration; provided, that the provisions of this clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Issuer) of less than $3,000,000; provided, further, that for purposes of this clause (ii), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Issuer’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations or other securities or assets received by the Issuer or such Subsidiary from the transferee that are converted by the Issuer or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Issuer or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $12,000,000 and 5.10% of Consolidated Total Assets as at the end of the Test Period ended immediately prior to the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash

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Consideration being measured at the time received and without giving effect to subsequent changes in value) and (iii) no Pledged Collateral may be Disposed of under this Section 6.05.

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Notwithstanding anything to the contrary contained in this Section 6.06,

(i) the Issuer will not, and will not permit any of its Subsidiaries to, make any Restricted Payment to Apollo Global Management, LLC, the Fund or any Fund Affiliate, other than the following:

 (A) dividends or other distributions on Equity Interests payable solely by the issuance of additional Equity Interests other than Disqualified Stock;

(B) those made pursuant to Section 6.06(b), but with respect to Section 6.06(b)(iv), only those made pursuant to subclauses (iv), (vi), (ix), (xiv) and (xvii) of Section 6.07(b); and

(C) those made pursuant to Sections 6.06(c), (g) or (i); and

(ii) any Restricted Payment comprising Net Distribution Proceeds shall be applied in accordance with Section 2.07 hereof.

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substantially no less favorable to the Issuer or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of the Issuer or such Subsidiary in good faith.

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Notwithstanding the foregoing, any portfolio company that is an Affiliate of the Fund or a Fund Affiliate shall not be considered an Affiliate of the Issuer or its Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business.

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Notwithstanding any other provisions hereof, engage at any time to any material respect in any business or business activity substantially different from any business or business activity conducted by any of them on the Closing Date or any Similar Business, and in the case of a Special Purpose Receivables Subsidiary, Permitted Receivables Financings.

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amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement.

ARTICLE VII

Events of Default

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then, and in every such event (other than an event with respect to the Issuer described in clause (h) or (i) above), and at any time thereafter during the continuance of such event, the Required Holders may, by notice to the Issuer, declare the Notes then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Notes so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and liabilities of the Issuer accrued hereunder and under any other Note Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Issuer, anything contained herein or in any other Note Document to the contrary notwithstanding and in any event with respect to the Issuer described in clause (h) or (i) above, the principal of the Notes then outstanding, together with accrued interest thereon and any unpaid accrued fees and liabilities of the Issuer accrued hereunder and under any other Note Document, shall automatically become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Issuer, anything contained herein or in any other Note Document to the contrary notwithstanding.

For purposes of clauses (h) and (i) of this Section 7.01, “Material Subsidiary” shall mean any Subsidiary that would not be an Immaterial Subsidiary under clause (a) of the definition thereof.

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accordance with the amounts of interest then due to such parties, (iii) third, towards payment in full of other Obligations then due from the Issuer hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (iv) last, the balance, if any, after all of the Obligations have been paid in full, to the Issuer or as otherwise required by Requirement of Law.

ARTICLE VIII

The Collateral Agent

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Subagent shall be authorized to take any action with respect to any Pledged Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent.  Should any instrument in writing from the Issuer or any other Obligor be required by any Subagent so appointed by the Collateral Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Issuer shall, or shall cause such Obligor to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Collateral Agent or such Subagent.  If any Subagent, or successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Collateral Agent until the appointment of a new Subagent.  The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects with due care.  For the avoidance of doubt, Sierra Corporate Services, as the initial Subagent in the State of Nevada, shall be deemed to have been selected by the Collateral Agent with due care.

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of any Lien purported to be created by the Pledge Agreement, or (v) the value or the sufficiency of any Pledged Collateral.  The Collateral Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Note Document, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.  The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of such Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).  The permissive rights of the Collateral Agent to do things enumerated in this Agreement or any other Note Document shall not be construed as a duty. In the event that the Collateral Agent is required to acquire title to any property for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under the provisions of CERCLA, or otherwise cause the Collateral Agent to incur liability (including environmental liability) under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign as Collateral Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. The Collateral Agent shall not be liable to the Secured Parties or any other person for any environmental actions under any federal, state or local law, rule or regulation by reason of such Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for any part of any Issuer’s property to be possessed, owned, operated or managed by any person (including the Collateral Agent) other than the Issuer prior to the Termination Date, the Required Holders shall direct the Collateral Agent to appoint an appropriately qualified person (excluding the Collateral Agent) who they shall designate to possess, own, operate or manage, as the case may be, such part of the Issuer’s property.  In the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent which conform to the requirements of this Agreement.  The Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Collateral Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts.  The Collateral Agent shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement, any Note Document or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Pledged Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Pledged Collateral.

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such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Holders.

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in any kind of business with any Obligor as though the Collateral Agent were not the Collateral Agent.  With respect to Notes owned by it, the Collateral Agent shall have the same rights and powers under this Agreement and the other Note Documents as any Holder and may exercise the same as though it were not the Collateral Agent, and the terms “Holder” and “Holders” shall include the Collateral Agent in its individual capacity.

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being understood and agreed that all powers, rights and remedies under the Note Documents may be exercised solely by the Collateral Agent, and (b) in the event of a foreclosure by the Collateral Agent on any of the Pledged Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Holder may be the purchaser or licensor of any or all of such Pledged Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Holder or Holders in its or their respective individual capacities unless the Required Holders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition.

ARTICLE IX

Miscellaneous

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(i) on which the Issuer  files such documents with the SEC or posts such documents, or provides a link thereto, on the Issuer’s or one of its Subsidiary’s website  on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on the Issuer’s behalf on an Internet or intranet website, if any, to which each Holder has access (whether a commercial, third-party website or otherwise).

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issued hereunder, including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Issuer of such conflict and thereafter retains its own counsel with consultation with the Issuer in good faith, of another firm of such for such affected person).  Counsel for the Holders under this Section 9.05 shall be selected by the Purchaser for so long as it remains a Holder of any Notes and by the Required Holders in the event that Purchaser does not beneficially own any Notes.

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all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act, by or on behalf of, any Indemnitee. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Note Document, or any investigation made by or on behalf of the Collateral Agent or any Holder.  All amounts due under this Section 9.05 shall be payable within fifteen (15) days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

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Issuer or any other Obligor in any case shall entitle such person to any other or further notice or demand in similar or other circumstances.

In addition, without the consent of the Holders of at least 66²/₃% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release the Pledged Collateral from the Lien of this Note Purchase Agreement and the Pledge Agreement with respect to the Notes.

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It shall not be necessary for the consent of the Holders under this Section 9.08(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

Each Holder shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Holder pursuant to this Section 9.08 shall bind any transferee of such Holder.

The Collateral Agent may conclusively rely on a certificate of an officer of the Issuer as to whether any amendment, waiver or modification contemplated by this Section 9.08 is permitted.

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THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

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to this Agreement or the other Note Documents in any New York State or federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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provide to such Holder only information that is either (A) publicly available information or (B) not material (although it may be sensitive and proprietary) with respect to the Issuer or its subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (provided, however, that information provided pursuant to this Section 9.17 shall be treated as set forth in Section 9.16, to the extent such information is otherwise subject to the terms thereof) until such time as such Holder notifies the Issuer in writing that it wishes to receive all information to be provided hereunder, whether or not such information includes material non-public information. Any obligation to deliver information to any Holder pursuant to the terms of any Note Document shall be qualified and so limited by any such notice to the Issuer to not receive material non-public information.

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shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Pledged Collateral, and to release all obligations under any Note Document, whether or not on the date of such release there may be any contingent indemnification obligations or expense reimburse claims not then due; provided, that the Collateral Agent shall have received a certificate of a Responsible Officer of the Issuer containing such certifications as the Collateral Agent shall reasonably request, including that such release is authorized or permitted by this Agreement or other Note Documents.  Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or the Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or the Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Issuer agrees to pay all reasonable and documented expenses incurred by the Collateral Agent (and its representatives) in connection with taking such actions to release security interest in all Pledged Collateral and all obligations under the Note Documents as contemplated by this Section 9.18(d).

The Subsidiary Guarantor hereby appoints the Issuer as its agent for all purposes relevant to this Agreement and the other Note Documents, including the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and therein and all modifications hereto and thereto.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

	AP GAMING HOLDCO, INC., as the Issuer
	By:	/s/ David Lopez
		Name:  David Lopez
		Title:    Chief Executive Officer, President and Secretary

 

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Notice:

Deutsche Bank AG, London Branch

60 Wall Street

New York, New York 10005

Attn: Alexander Gorokhovskiy

 

 

 

[Signature Page to Note Purchase Agreement]

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Notice:

 

Deutsche Bank Trust Company Americas

Trust and Agency Services

60 Wall Street, 16th Floor

Mail Stop: NYC60-1630

New York, New York 10005

USA

Attn: Corporates Team, AP Gaming Holdco Inc.

Facsimile: (732) 578-4635

With a copy to:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust and Agency Services

100 Plaza One – 6th Floor

Mail Stop: JCY03-0699

Jersey City, NJ 07311-3901

USA

Attn: Corporates Team, AP Gaming Holdco Inc.

Facsimile: (732) 578-4635

[Signature Page to Note Purchase Agreement]

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The terms set forth above are hereby agreed to:	Accepted
_______________, as Transferor	AP Gaming Holdco, Inc., as the Issuer
by: _________________________ Name: Title: _______________, as Transferee	by: _________________________ Name: Title:
by: _________________________ Name: Title:

 

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(1)	£	to the Issuer or any of its Subsidiaries; or
(2)	£	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(3)	£	inside the United States to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or
(4)	£	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 903 or 904 under the Securities Act of 1933; or
(5)	£	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or
(6)	£	pursuant to another available exemption from the registration requirements of the Securities Act of 1933 (please specify the available exemption:________________); or
(7)	£	pursuant to an effective registration statement under the Securities Act of 1933.

Date:    _______________________________________________	_________________________________________________________
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Issuer	Signature of Signature Guarantee

 

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Subsidiaries

 

 

	Entity	Jurisdiction of Formation	Ownership
1.	AP Gaming, Inc.	Delaware	100%
2.	AP Gaming Holdings, LLC	Delaware	100%
3.	AP Gaming I, LLC	Delaware	100%
4.	AP Gaming II, Inc.	Delaware	100%
5.	APGam Canada ULC	British Columbia	100%
6.	AGS Partners, LLC	Delaware	100%
7.	AGS Illinois, LLLP	Illinois	100%
8.	AP Gaming Acquisition, LLC	Delaware	100%
9.	AGS Capital, LLC	Delaware	100%
10.	AGS LLC	Delaware	100%
11.	Amaya Americas Corporation	Delaware	100%
12.	Amaya Holdings Corporation	Delaware	100%

13.	Cadillac Jack, Inc.	Georgia	100%
14.	Equipos y Soluciones Tecnologicas Cadillac Jack de Mexico, S. de R.L. de C.V.	Mexico	100%
15.	Comercializadora de Juegos Cadillac Jack de Mexico S. de R.L. de C.V.	Mexico	100%
16.	Operadora de Juegos Cadillac Jack de Mexico, S. de R.L. de C.V.	Mexico	100%
17.	Servicios Administrativos Cadillac Jack de Mexico, S. de R.L. de C.V.	Mexico	100%

 

 

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Subscriptions

None.

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Obligor Indebtedness

None.

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Opco Indebtedness

None.

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Liens

None.

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Investments

None.

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Restricted Payments

None.

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Transactions with Affiliates

None.

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Website Address; Notice Addresses

Website:

 

 

 

 

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