accelexecutedamendmentno






                                                                  EXECUTION VERSION                                    AMENDMENT NO. 1          This AMENDMENT NO. 1, dated as of August 4, 2020 (this “Amendment”), is entered into by  and among ACCEL ENTERTAINMENT LLC, a Delaware limited liability company (the “Borrower”),  ACCEL ENTERTAINMENT, INC. a Delaware corporation (“Holdings”), the other Guarantors (as defined  in the Credit Agreement described below) party hereto, the Lenders (as defined below) party hereto and  CAPITAL  ONE,  NATIONAL  ASSOCIATION  as  administrative  agent  (in  such  capacity,  the “Administrative  Agent”)  under  the  Credit  Agreement  (as  defined  below),  and  effective  as  of  the  Effective Date (as defined below).  Capitalized terms used herein and not otherwise defined herein shall  have the respective meanings given to them in the Credit Agreement.                                         RECITALS:          WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of November 13,  2019, by and among NEW PACE, LLC, a Delaware limited liability company (which on such date was  succeeded by the Borrower, to continue as the “Borrower” thereto on and after such date), Holdings, each  lender from time to time party thereto (collectively, the “Lenders”), the Administrative Agent and the other  parties from time to time party thereto (as amended, restated, replaced, supplemented or otherwise modified  and  in  effect  immediately  prior  to  giving  effect  to  the  amendments  contemplated  by  this  Amendment,  the “Existing  Credit  Agreement”  and,  after  giving  effect  to  the  amendments  contemplated  by  this  Amendment, the “Credit Agreement”);         WHEREAS, the Borrower desires to make certain amendments to the Existing Credit Agreement;  and          WHEREAS, the Consenting Lenders (as defined below) (comprising (a) the Required Lenders,  (b) the Required Additional Term Loan Lenders and (c) the Required Facility Lenders with respect to the  Closing Date Revolving Facility under the Existing Credit Agreement) and the Administrative Agent agree  to make such amendments to the Existing Credit Agreement, subject to the conditions and on the terms set  forth in this Amendment.          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants  herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:                                         ARTICLE I                     AMENDMENTS TO EXISTING CREDIT AGREEMENT          SECTION 1.   Consent of Lenders.                (a)    Each Lender under the Existing Credit Agreement that executes  and delivers a        consent in substantially the form attached hereto as Annex I (a “Consent” and, each such Lender,        a “Consenting  Lender”)  hereby  irrevocably  agrees  to  the  amendments  to  the  Existing Credit        Agreement provided for herein.                (b)    Each Consent shall be subject to the terms and conditions of this Amendment and         shall be binding upon the Lender party thereto and any successor, participant or assignee of such         Lender and may not be revoked or terminated by the Lender party thereto or any such successor,         participant  or  assignee.   Each  Lender  that  executes  and  delivers  a  Consent  and  any  permitted         successor, participant or assignee of such Lender shall be a party to this Amendment as if such                                                





 






      Person executed and delivered a counterpart hereof.  Each Consent shall constitute a part of this        Amendment and each signature page thereto shall constitute a signature page hereto.          SECTION 2.   Effective Date Amendments.  Effective upon the occurrence of the Effective Date,  the Existing Credit Agreement is hereby amended as follows:                (a)    Section 1.01 of the Existing Credit Agreement is hereby amended by inserting in        appropriate alphabetical order the following new definitions:                       “Affected  Financial  Institution”  means  (a) any  EEA  Financial  Institution  or               (b) any UK Financial Institution.                       “Amendment No. 1” means that certain Amendment No. 1, dated as of August 4,               2020, among the Borrower, Holdings, the other Guarantors party thereto, the Lenders party               thereto and the Administrative Agent.                       “Covenant Relief Period” means the period commencing on the Covenant Relief               Period  Commencement  Date  and  ending  on  the  earliest  of  (a) the first  Business  Day               following the date the Compliance Certificate for the fiscal quarter ending March 31, 2021               is delivered or required to have been delivered to the Administrative Agent pursuant to               Section 6.02(1), (b) the delivery of a Covenant Relief Period Termination Notice to the               Administrative Agent and (c) the occurrence of a Covenant Relief Period Condition Event               of  Default  (such  date  on  which  the  Covenant  Relief  Period  ends is  referred  to  as               the “Covenant Relief Period Termination Date”).                       “Covenant Relief Period Commencement Date” means August 4, 2020.                       “Covenant Relief Period Condition Event of Default” has the meaning given to               such term in Amendment No. 1.                       “Covenant Relief Period Conditions” means each of the requirements listed on               Schedule I to Amendment No. 1.                       “Covenant  Relief  Period  Termination  Notice”  means  a  certificate  of  a               Responsible Officer of the Borrower (a) stating that the Borrower irrevocably elects to               terminate the Covenant Relief Period effective as of the date of delivery of such Covenant               Relief Period Termination Notice to the Administrative Agent and (b) certifying that the               Borrower would have been in compliance with the Financial Covenants as of the then most               recently  ended  Test  Period,  had  Sections 7.12(1)(b)  and  (2)(b) not  been  in  effect,  and               attaching thereto a calculation of the First Lien Net Leverage Ratio and the Fixed Charge               Coverage Ratio, in each case, as of the last day of such Test Period.                       “Extended Restricted Period” means, if the Covenant Relief Period Termination               Date is the date specified in clause (a) of the definition of “Covenant Relief Period”, the               period  commencing  on  such  date  and  ending  on  the  date  on  which the  Compliance               Certificate for the fiscal quarter ending June 30, 2021 is delivered to the Administrative               Agent pursuant to Section 6.02(1).                       “MSELF Eligible Indebtedness” means any secured term loan facility incurred               under  Section 2.14  in  an  aggregate  outstanding  principal  amount  not  to  exceed               $100.0 million in compliance with the MSELF Program Requirements.                                              2 





 






              “MSELF Program Requirements” means rules and regulations governing the         “Main  Street  Expanded  Loan  Facility”  program  established  by  the  Federal  Reserve  on         April 9,  2020  under  the  authority  of  Section  13(3)  of  the  Federal  Reserve  Act,  with         approval of the U.S. Secretary of the Treasury.                 “Resolution Authority” means an EEA Resolution Authority or, with respect to         any UK Financial Institution, a UK Resolution Authority.                 “Specified Quarter” means the last fiscal quarter of the most recent Test Period         ended on or prior to the termination of the Covenant Relief Period.                 “UK  Financial  Institution”  means  any  BRRD  Undertaking  (as  such  term  is         defined  under  the  PRA  Rulebook  (as  amended  form  time  to  time)  promulgated  by  the         United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of         the FCA Handbook (as amended from time to time) promulgated by the United Kingdom         Financial  Conduct  Authority,  which  includes  certain  credit  institutions  and  investment         firms, and certain affiliates of such credit institutions or investment firms.                 “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public         administrative  authority  having  responsibility  for  the  resolution  of  any  UK  Financial         Institution.          (b)    The last sentence of the definition of “Additional Term Loan Commitment Fee  Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended by inserting “; provided,  further,  that  during  the  Covenant  Relief  Period  and  the  Extended  Restricted  Period,  ‘Pricing  Level 1’ (as set forth above) shall apply” immediately before the period at the end thereof.          (c)    The last sentence of the definition of “Applicable Rate” in Section 1.01 of the  Existing Credit Agreement is hereby amended by inserting “; provided, further, that during the  Covenant Relief Period and the Extended Restricted Period, ‘Pricing Level 1’ (as set forth above)  shall apply” immediately before the period at the end thereof.          (d)    The  definition  of  “Bail-In  Action”  in  Section 1.01  of  the  Existing  Credit  Agreement  is  hereby  amended  by  replacing  “EEA  Resolution  Authority”  with  “Resolution  Authority” and replacing “EEA Financial Institution” with “Affected Financial Institution”.          (e)    The  definition  of  “Bail-In  Legislation”  in  Section 1.01  of  the Existing  Credit  Agreement is hereby amended and restated in its entirety as follows:                 “Bail-In  Legislation”  means,  (a) with  respect  to  any  EEA  Member  Country         implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the         Council of the European Union, the implementing law, rule, regulation or requirement for         such  EEA  Member  Country  from  time  to  time  which  is  described  in the EU Bail-In         Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United         Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation         or rule applicable in the United Kingdom relating to the resolution of unsound or failing         banks, investment firms or other financial institutions or their affiliates (other than through         liquidation, administration or other insolvency proceedings).                                         3 





 






       (f)    The last sentence of the definition of “Base Rate” in Section 1.01 of the Existing  Credit Agreement is hereby amended and restated as follows: “In no event shall the Base Rate be  less than 1.50%.”          (g)    The proviso in the definition of “Benchmark Replacement” in Section 1.01 of the  Existing  Credit  Agreement  is  hereby  amended  and  restated  as  follows:  “provided  that  if  the  Benchmark Replacement as so determined would be less than 0.50%, the Benchmark Replacement  will be deemed to be 0.50% for the purposes of this Agreement”.          (h)    The proviso in the definition of “Eurodollar Rate” in Section 1.01 of the Existing  Credit Agreement is hereby amended and restated as follows: “provided that in no event shall the   Eurodollar Rate for Loans that bear interest at a rate based on clauses (a) and (b) of this definition  be less than 0.50%”.          (i)    The definition of “Write-Down and Conversion Powers” in Section 1.01 of the  Existing Credit Agreement is hereby amended and restated in its entirety as follows:                 “Write-Down  and  Conversion  Powers”  means,  (a) with  respect  to  any         EEA Resolution  Authority,  the  write-down  and  conversion  powers of  such  EEA         Resolution Authority from time to time under the Bail-In Legislation for the applicable         EEA Member Country, which write-down and conversion powers are described in the EU         Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of         the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify         or  change  the  form  of  a  liability  of  any  UK  Financial  Institution  or  any  contract  or         instrument under which that liability arises, to convert all or part of that liability into shares,         securities or obligations of that person or any other person, to provide that any such contract         or instrument is to have effect as if a right had been exercised under it or to suspend any         obligation in respect of that liability or any of the powers under that Bail-In Legislation         that are related to or ancillary to any of those powers.          (j)    Section 2.14(4)(c) of the Existing Credit Agreement is hereby amended by                        (i)    amending and restating the first paragraph therein in its entirety as                follows:                              (c)    the  aggregate  principal  amount  of  Incremental  Term                      Loans  and  Incremental  Commitments  shall  not,  together  with  the                      aggregate  principal  amount  of  Permitted  Incremental  Equivalent Debt,                      exceed the sum of (the amount available under clauses (A) through (D)                      below, the “Available Incremental Amount”):                       (ii)   deleting the period at the end of clause (C)(z) and replacing it with                “, plus”; and                         (iii) adding a new clause (D) as follows:                              (D)    to  the  extent  Incremental  Term  Loans  and  Incremental                       Commitments  are  MSELF  Eligible  Indebtedness,  any  unused  capacity                       under Section 7.02(b)(12)(b).                                         4 





 






       (k)    Section 2.14(5)(a)(ii)  of  the  Existing  Credit  Agreement  is  hereby  amended  and  restated in its entirety as follows:                  (ii)  shall  not  mature  earlier  than  the  Original  Term  Loan  Maturity  Date         (provided that this subclause (ii) shall not apply to any MSELF Eligible Indebtedness that         when established would be required, pursuant to the MSELF Program Requirements then         in effect, to mature on a date that is earlier than the Original Term Loan Maturity Date),          (l)    Section 2.14(5)(a)(iii) of the Existing Credit Agreement is hereby amended and  restated in its entirety as follows:                 (iii)  except  in  the  case  of  any  MSELF  Eligible  Indebtedness,  shall  have  a         Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life         to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term         Loans,          (m)    Section 7.02(b)(12)(b) of the Existing Credit Agreement is hereby amended by  adding the following proviso immediately before the semicolon at the end thereof: “; provided that  the capacity to incur Indebtedness under this clause (12)(b) shall be reduced by the amount of any  MSELF Eligible Indebtedness incurred under Section 2.14(4)(c)(D) using any capacity under this  clause (12)(b)”.          (n)    Section 7.12 of the Existing Credit Agreement is hereby amended and restated as  follows:                 SECTION 7.12 Financial Covenants.  The Borrower covenants and agrees that it:                 (1)   (a)  subject  to  subclause (b)  below,  shall  not  permit  the  First  Lien  Net         Leverage Ratio as of the last day of any Test Period (commencing with the Test Period         ending on the last day of the first full fiscal quarter to elapse after the Closing Date) to be         greater than 4.50 to 1.00 (such compliance to be determined on the basis of the financial         information  most  recently  delivered  to  the  Administrative  Agent  pursuant  to         Section 6.01(1)  and  Section 6.01(2)  for  such  Test  Period)  and  (b) notwithstanding         subclause (a) above, during the Covenant Relief Period, the Borrower shall not be required         to comply with subclause (a) above; provided that, from  and after the Covenant Relief         Period Termination Date, the maximum First Lien Net Leverage Ratio levels for each fiscal         quarter  ending  after  the  Specified  Quarter  shall  be  those  as  in effect and set forth in         subclause (a) above; and                 (2)   (a) subject  to  subclause (b)  below,  shall  not  permit  the  Fixed  Charge         Coverage Ratio as of the last day of any Test Period (commencing with the Test Period         ending on the last day of the first full fiscal quarter to elapse after the Closing Date) to be         less  than  1.20 to  1.00  (such  compliance  to  be  determined  on  the  basis  of  the  financial         information  most  recently  delivered  to  the  Administrative  Agent  pursuant  to         Section 6.01(1)  and  Section 6.01(2)  for  such  Test  Period)  and  (b) notwithstanding         subclause (a) above, during the Covenant Relief Period, the Borrower shall not be required         to comply with subclause (a) above; provided that, from  and after the Covenant Relief         Period Termination Date, the minimum Fixed Charge Coverage Ratio levels for each fiscal         quarter  ending  after  the  Specified  Quarter  shall  be  those  as  in effect and set forth in         subclause (a) above (clauses (1) and (2) collectively, the “Financial Covenants”).                                         5 





 






             (o)    Section 10.25 of the Existing Credit Agreement is hereby amended and restated in        its entirety as follows:                       SECTION 10.25       Acknowledgement  and  Consent  to  Bail-In  of  Affected               Financial Institutions.  Solely to the extent any Lender or Issuing Bank that is an Affected               Financial  Institution  is  a  party  to  this  Agreement  and  notwithstanding  anything  to  the               contrary in any Loan Document or in any other agreement, arrangement or understanding               among any such parties, each party hereto acknowledges that any liability of any Lender               or Issuing Bank that is an Affected Financial Institution arising under any Loan Document,               to the extent such liability is unsecured, may be subject to the Write-Down and Conversion               Powers  of  the  applicable  Resolution  Authority  and  agrees  and  consents to, and               acknowledges and agrees to be bound by:                              (a)   the application of any Write-Down and Conversion Powers by the                      applicable  Resolution  Authority  to  any  such  liabilities  arising  hereunder  which                      may be payable to it by any Lender or Issuing Bank that is an Affected Financial                      Institution; and                              (b)   the effects of any Bail-In Action on any such liability, including,                      if applicable:                                    (i)    a reduction in full or in part or cancellation of any such                             liability;                                    (ii)   a  conversion  of  all,  or  a  portion  of,  such  liability  into                             shares  or  other  instruments  of  ownership  in  such  Affected  Financial                             Institution, its parent undertaking, or a bridge institution that may be issued                             to it or otherwise conferred on it, and that such shares or other instruments                             of ownership will be accepted by it in lieu of any rights with respect to any                             such liability under this Agreement or any other Loan Document; or                                    (iii)  the variation of the terms of such liability in connection                            with  the  exercise  of  the  Write-Down  and  Conversion  Powers  of  the                            applicable Resolution Authority.         SECTION 3.    Amendments  to  Loan  Documents.   Each  Consenting  Lender,  by  executing  a  Consent, (a) consents to, authorizes and directs the Administrative Agent to countersign this Amendment  and (b) consents to, and authorizes the Borrower, Holdings, each other Guarantor and the Administrative  Agent  to  enter  into  such  amendments,  restatements,  amendment  and  restatements,  supplements  and  modifications to the exhibits and schedules to the Credit Agreement as the Administrative Agent deems  reasonably necessary or desirable in connection with this Amendment and the transactions contemplated  hereby.          SECTION 4.   Agreement of Consenting Lenders.  Pursuant to Sections 10.01(g)(ii) and (iii) of  the Existing Credit Agreement, the Consenting Lenders (comprising the Required Additional Term Loan  Lenders and the Required Facility Lenders with respect to the Closing Date Revolving Facility under the  Existing Credit Agreement) hereby agree that for purposes of determining compliance with Section 4.02 or  Section 4.03, as applicable, of the Credit Agreement (including, for the avoidance of doubt, (x) for purposes  of Section 5.05(2) of the Credit Agreement and any other representation or warranty of any Loan Party  contained in Article V or any other Loan Document and (y) in determining whether a Default or Event of  Default has occurred and is continuing) in connection with any Credit Extension to be made under the                                              6 





 






Closing Date Revolving Facility or the Additional Term Loan Facility, as applicable, during the Covenant  Relief Period, clause (y)(a) of the definition of “Material Adverse Effect” shall exclude all effects, events,  occurrences, facts, conditions or changes arising out of or resulting from or in connection with the COVID- 19 pandemic.                                        ARTICLE II                           REPRESENTATION AND WARRANTIES          To induce the Lenders to consent to this Amendment, each of the Borrower and the other Loan  Parties party hereto represents and warrants to the Administrative Agent and the Lenders that, as of the  Effective Date:          SECTION 1.   Existence, Qualification and Power; Compliance with Laws.  Each Loan Party and  each of its respective Restricted Subsidiaries that is a Material Subsidiary (a) is a Person duly organized or  formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or  organization  (to  the  extent  such  concept  exists  in  such  jurisdiction),  (b) has  all  corporate  or  other  organizational  power  and  authority  to  (i) own  or  lease  its  assets  and  carry  on  its  business  as  currently  conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the  Loan Documents to which it is a party, including this Amendment, (c) is duly qualified and in good standing  (to  the  extent  such  concept  exists)  under  the  Laws  of  each  jurisdiction  where  its  ownership,  lease  or  operation of properties or the conduct of its business as currently conducted requires such qualification,  (d) is in compliance with all applicable Laws orders, writs, injunctions and orders (including with the FCPA  and the USA PATRIOT Act), and (e) has all requisite governmental licenses, authorizations, consents and  approvals to operate its business as currently conducted, except, in each case referred to in the preceding  clauses (a) (with respect to the good standing of a Person other than the Borrower), (b)(i), (c), (d) and (e),  to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate,  a Material Adverse Effect.          SECTION 2.   Authorization; No Contravention. (a) The execution, delivery and performance by  each Loan Party of each Loan Document to which such Person is a party, including this Amendment, have  been duly authorized by all necessary corporate or other organizational action, (b) none of the execution,  delivery and performance by each Loan Party of each Loan Document, and in the case of clause (i) below,  the incurrence of Indebtedness and granting of security interests and guarantees thereunder, as applicable,  to which such Person is a party, including this Amendment, will (i) contravene the terms of any of such  Person’s Organizational Documents, (ii) result in any breach or contravention of, or the creation of any  Lien upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as  permitted by Section 7.01 of the Credit Agreement) under (A) any Contractual Obligation to which such  Loan  Party  is  a  party  or  affecting  such  Loan  Party  or  the  properties  of  such  Loan  Party  or  any  of  its  Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral  award to which such Loan Party or its property is subject, or (iii) violate any applicable Law, except with  respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding  clauses (ii) and (iii), to the extent that such breach, contravention or violation would not reasonably be  expected to have, individually or in the aggregate, a Material Adverse Effect.         SECTION 3.    Government  Authorization.  No  material  approval,  consent,  exemption,  authorization, Gaming Approval or other action by, or notice to, or filing with, any Governmental Authority  is necessary or required in connection with the execution, delivery or performance by, or enforcement  against,  any  Loan  Party  of  this  Amendment  or  any  other  Loan  Document,  except  for  (a) filings  and  registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the  Secured Parties, (b) the approvals, consents, exemptions, authorizations, actions, notices and filings that                                              7 





 






have been duly obtained, taken, given or made and are in full force and effect (except to the extent not  required to be obtained, taken, given or made or in full force and effect hereunder or under any other Loan  Document),  and  (c) those  approvals,  consents,  exemptions,  authorizations  or  other  actions,  notices  or  filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in  the aggregate, a Material Adverse Effect.          SECTION 4.   Binding Effect. This Amendment and each other Loan Document has been duly  executed  and  delivered  by  each  Loan  Party  that  is  party  hereto or  thereto,  as  applicable.   Each  Loan  Document  constitutes  a  legal,  valid  and  binding  obligation  of  each  Loan  Party  that  is  party  thereto,  enforceable against each such Loan Party in accordance with its terms, except as such enforceability may  be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair  dealing.         SECTION 5.    No Default or Event of Default. No Default or Event of Default has occurred and  is continuing on the Effective Date or after giving effect to this Amendment.          SECTION 6.   Existing Representations and Warranties.  The representations and warranties of  each Loan Party contained in Article V of the Existing Credit Agreement or any other Loan Document shall  be  true  and  correct  in  all  material  respects; provided that,  to  the  extent  that  such  representations  and  warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of  such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,”  “Material  Adverse  Effect”  or  similar  language  shall  be  true  and  correct  (after  giving  effect  to  any  qualification therein) in all respects on such respective dates; provided, further, that, for purposes of such  representations and warranties, clause (y)(a) of the definition of “Material Adverse Effect” shall exclude  all effects, events, occurrences, facts, conditions or changes arising out of or resulting from or in connection  with the COVID-19 pandemic.                                        ARTICLE III                          CONDITIONS TO THE EFFECTIVE DATE         This Amendment shall become effective on the date (the “Effective Date”) on which each of the  following conditions is satisfied or waived:         SECTION 1.    The Administrative Agent shall have received (i) counterparts to this Amendment,  duly executed by the Borrower, Holdings, the other Guarantors party hereto, and the Administrative Agent  and  (ii) Consents  from  Consenting  Lenders  constituting  (a) the Required  Lenders,  (b) the  Required  Additional Term Loan Lenders and (c) the Required Facility Lenders with respect to the Closing Date  Revolving Facility under the Existing Credit Agreement.         SECTION 2.    The Administrative Agent shall have received a certificate signed by a Responsible  Officer of the Borrower stating that (i) each of the representations and warranties contained in Article II of  this Amendment shall be true and correct and (ii) no Default or Event of Default shall have occurred and  be continuing on the Effective Date or after giving effect to this Amendment.          SECTION 3.   The Borrower shall have paid to the Administrative Agent, for the account of each  Lender under the Existing Credit Agreement that has executed a Consent prior to 5.00 p.m., New York City  time, on August 3, 2020, a consent fee equal to 0.05% of the outstanding principal amount of such Lender’s  Loans and/or Commitments on the Effective Date.                                               8 





 






      SECTION 4.    The Administrative Agent shall have received reimbursement of expenses required  to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to  be paid (including, without limitation, the reasonable fees and expenses of Latham & Watkins LLP).          SECTION 5.   The Administrative Agent and each Lender party hereto shall have received at least  two (2) Business Days prior to the Effective Date all documentation and other information reasonably  requested in writing at least ten (10) Business Days prior to the Effective Date by the Administrative Agent  and such Lender, as applicable, that the Administrative Agent and such Lender, as applicable, reasonably  determine  is  required  by  regulatory  authorities  from  the  Loan  Parties  under  applicable  “know  your  customer” and anti-money laundering rules and regulations, including without limitation the Act.          SECTION 6.   No later than three (3) Business Days prior to the Effective Date, to the extent the  Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent  requested by the Administrative Agent or any Lender at least ten (10) Business Days prior to the Effective  Date,  the  Administrative  Agent  and  each  such  Lender,  as  applicable,  shall  have  received  a  Beneficial  Ownership Certification in relation to the Borrower.                                        ARTICLE IV           VALIDITY OF OBLIGATIONS AND LIENS; RELIEF PERIOD COVENANTS          SECTION 1.   Reaffirmation.  Each Loan Party hereby acknowledges its receipt of a copy of this  Amendment and its review of the terms and conditions hereof and thereof and consents to the terms and  conditions  of  this  Amendment  and  the  transactions  contemplated hereby.   Each  Guarantor  hereby  (a) affirms and confirms its guarantees and other commitments under the Guaranty, and (b) agrees that the  Guaranty is in full force and effect and shall accrue to the benefit of the Secured Parties to secure the  Obligations.  Each Loan Party hereby (a) affirms and confirms its pledges, grants and other commitments  and the validity of the Liens under the Collateral Documents to which it is a party, with all such Liens  continuing in full force and effect after giving effect to this Amendment and (b) agrees that each Collateral  Document to which it is a party is in full force and effect and shall accrue to the benefit of the Secured  Parties to secure the Obligations.         SECTION 2.    Relief Period Covenants.                (a)    Each Loan Party hereby covenants and agrees that it shall, and shall cause each of        its Restricted Subsidiaries to, comply with each of the requirements listed on Schedule I hereto.                (b)    Failure  of  any  Loan  Party  or  any  of  its  Restricted  Subsidiaries  to  perform  or        observe (i) any term, covenant or agreement contained in clause (b) of Schedule I hereto, which        failure continues unremedied for 3 Business Days, or (ii) any other term, covenant or agreement         contained in Schedule I hereto (not specified in subclause (i) above), in each case, shall constitute        an Event of Default (any such Event of Default, a “Covenant Relief Period Condition Event of        Default”).                                         ARTICLE V                                     MISCELLANEOUS          SECTION 1.    Counterparts.  This Amendment may be executed in counterparts (and by different  parties hereto in different counterparts), each of which shall constitute an original, but all of which when  taken together shall constitute a single contract. This Amendment shall become effective when it shall have                                              9 





 






been executed by the Borrower and the Administrative Agent and the Administrative Agent shall have  received executed Consents from Lenders comprising the Required Lenders, the Required Additional Term  Loan Lenders and the Required Facility Lenders with respect to the Closing Date Revolving Facility under  the Existing Credit Agreement. Delivery of an executed counterpart of a signature page of this Amendment  by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed  counterpart of this Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of  like  import  in  or  related  to  any  document  to  be  signed  in  connection  with  this  Amendment  and  the  transactions contemplated hereby (including without limitation any Consent) shall be deemed to include  electronic  signatures  and  contract  formations  on  electronic  platforms  approved  by  the  Administrative  Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity  or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the  case  may be, to the extent and as provided for in any applicable law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records  Act,  or  any  other  similar  state  laws  based  on  the  Uniform  Electronic  Transactions  Act; provided that  notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation  to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the  Administrative Agent pursuant to procedures approved by it (it being understood and agreed that documents  signed  manually  but  delivered  in  “.pdf”  or  “.tif”  format  (or  other  similar  formats  specified  by  Administrative Agent) shall not constitute electronic signatures).  Each of the Loan Parties represents and  warrants to the other parties hereto that it has the corporate or other organizational power and authority to  execute  this  Amendment  through  electronic  means  and  there  are  no  restrictions  for  doing  so  in  the  Organizational Documents of such Loan Party.         SECTION 2.    Governing  Law;  Waiver  of  Right  to  Trial  by  Jury;  Service  of  Process.   THIS  AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE  LAW OF THE STATE OF NEW YORK.  The provisions of Sections 10.16, 10.17 and 10.22 of the Credit  Agreement shall apply to this Amendment mutatis mutandis to the same extent as if fully set forth herein.          SECTION 3.   Headings.  The headings of this Amendment are for purposes of reference only and  shall not limit or otherwise affect the meaning hereof.          SECTION 4.   Effect of Amendment.  This  Amendment  shall  not  constitute  a  novation  of  the  Credit Agreement or any of the Loan Documents.  Except as expressly set forth herein, (i) this Amendment  shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and  remedies of the Lenders, the Administrative Agent or the Issuing Banks, in each case under the Credit  Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any  of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any  other provision of either such agreement or any other Loan Document.  Each and every term, condition,  obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document (for  avoidance of doubt, in each case, as altered, modified or amended as expressly set forth herein) is hereby  ratified and reaffirmed in all respects and shall continue in full force and effect.         SECTION 5.    Reference to and Effect on the Credit Agreement.  On and after the Effective Date,  each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import  referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit  Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean  and be a reference to the Credit Agreement, as amended by this Amendment.  The Credit Agreement and  each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to  be  in  full  force  and  effect  and  are  hereby  in  all  respects  ratified  and  confirmed.   Without  limiting  the  generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and  shall continue to secure the Obligations of the Loan Parties under the Loan Documents.  The execution,                                             10 





 






delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an  amendment of any right, power or remedy of any Lender or any Agent under any of the Loan Documents,  nor constitute an amendment of any provision of any of the Loan Documents.  This Amendment shall be a  Loan Document.           SECTION 6.   Costs and Expenses.  The Borrower agrees to pay all reasonable costs and expenses  of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment  and the other instruments and documents to be delivered hereunder, if any (including, without limitation,  the reasonable fees and expenses of Latham & Watkins LLP) in accordance with the terms of Section 10.04  of the Credit Agreement.          SECTION 7.   Severability of Provisions.  Any provision of this Amendment or any other Loan  Document  which  is  prohibited  or  unenforceable  in  any  jurisdiction  shall,  as  to  such  jurisdiction,  be  ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of  such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of  such provision in any other jurisdiction.                            [Remainder of page intentionally left blank]                                              11 





 












 












 












 






   CAPITAL ONE, NATIONAL ASSOCIATION  as the Administrative Agent, Swing Line Lender and  Issuing Bank   By:                                Name:  Andrew Crain     Title:  Managing Director                                                                                                                                                                                                         [Signature Page to Amendment No. 1] 





 






                                                                    SCHEDULE I                   COVENANT RELIEF PERIOD CONDITIONS    During (x) the Covenant Relief Period and (y) the Extended Restricted Period (if any):          (a)    The  Borrower  shall  not  permit  the  sum  of  (i) the  Unrestricted  Cash  Amount   (without taking into consideration clause (a)(ii) of the definition thereof) plus (ii) the aggregate   unused Revolving Commitments (such sum, the “Liquidity”), as of the Monday of any week during  the Liquidity Certificate Delivery Period, to be less than $100.0 million.          (b)    The Borrower shall furnish to the Administrative  Agent, commencing with the   calendar month ending August 31, 2020 and ending with the latest of (i) the last calendar month   ending before the Covenant Relief Period Termination Date and (ii) the last calendar month ending   before  the  termination  of  the  Extended  Restricted  Period  (if  any)  (the “Liquidity  Certificate  Delivery Period”), a certificate of a Responsible Officer of the Borrower (a “Minimum Liquidity  Certificate”), setting forth in reasonable detail the calculation of Liquidity (determined in good faith  by the Borrower) as of the last day of each such calendar month within five (5) Business Days after  the last day of each such calendar month; provided that if, as of the Monday of any week during  the Liquidity Certificate Delivery Period, the Liquidity is less than or equal to $125.0 million, the  Borrower shall furnish to the Administrative Agent a Minimum Liquidity Certificate, setting forth   in reasonable detail the calculation of Liquidity (determined in good faith by the Borrower) as of   the Monday of such week (and as of the Monday of (x) each second succeeding week until the   Liquidity as certified in any Minimum Liquidity Certificate delivered pursuant to this clause (b) is  greater than $125.0 million or (y) the next succeeding week if such succeeding week is the last  week of the Liquidity Certificate Delivery Period) no later than Thursday of such week.          (c)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Permitted  Liens  under  Section 7.01  of  the  Credit  Agreement  pursuant  to  clause (21)  of  the  definition of “Permitted Liens” securing obligations in an aggregate outstanding amount in excess   of $7.0 million (and any such Lien in excess thereof shall not be deemed a Permitted Lien).          (d)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Indebtedness  under  Sections 2.14  and  7.02  of  the  Credit  Agreement  using  any  portion  of  the  Available Incremental Amount (including in the case of Permitted Incremental Equivalent Debt)  in excess of the sum of the amounts under clauses (A) (except for subclause (1)(y) thereof), (B)  and (D) of the definition thereof at any time outstanding.          (e)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Permitted Ratio Debt under Section 7.02 of the Credit Agreement.          (f)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Indebtedness  under  Section 7.02(b)(12)(b)  of  the  Credit  Agreement  in  an  aggregate  principal  amount in excess of $7.0 million at any time outstanding.          (g)    The Borrower shall not incur or assume, or permit any Restricted Subsidiary to  incur or assume, Indebtedness under Section 7.02(b)(14)(a) of the Credit Agreement.          (h)    The Borrower shall not incur or assume, or permit any Restricted Subsidiary to  incur  or  assume,  Indebtedness  under  Section 7.02(b)(14)(b)  of  the  Credit  Agreement  in  an  aggregate principal amount in excess of $5.0 million at any time outstanding, and no portion of any                                   Schedule I-1 





 






such Indebtedness may be incurred or assumed by any Restricted Subsidiary that is not a Loan  Party.          (i)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Indebtedness under Section 7.02(b)(23) of the Credit Agreement.          (j)    The  Borrower  shall  not  incur,  or  permit  any  Restricted  Subsidiary  to  incur,  Indebtedness under Section 7.02(b)(32) of the Credit Agreement.          (k)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted Investment pursuant to clause (1) of the definition of “Permitted Investments” in in any  Restricted Subsidiary that not a Loan Party.          (l)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted  Acquisition  pursuant  to  clause  (3)  of  the  definition of  “Permitted  Investments”  comprising a Non-Loan Party Acquisition unless the Liquidity will be at least $130.0 million on a  pro forma basis after giving effect to such Permitted Acquisition.          (m)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted  Investment  pursuant  to  clause  (8)  of  the definition of “Permitted  Investments”  in  an  aggregate amount in excess of $10.0 million at any time outstanding (and any such Investment in  excess thereof shall be deemed a Restricted Investment).          (n)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted Investment pursuant to clause (13) of the definition of “Permitted Investments” in an  aggregate amount in excess of $10.0 million at any time outstanding (and any such Investment in  excess thereof shall be deemed a Restricted Investment).          (o)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted Investment pursuant to clause (23) of the definition of “Permitted Investments” (and any  such Investment shall be deemed a Restricted Investment).          (p)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted Investment pursuant to clause (32) of the definition of “Permitted Investments” (and any  such Investment shall be deemed a Restricted Investment).          (q)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Permitted Investment pursuant to clause (33) of the definition of “Permitted Investments” (and any  such Investment shall be deemed a Restricted Investment).          (r)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Investment  in  Unrestricted  Subsidiaries  and  the  Borrower  shall not  otherwise  designate  any  Subsidiary of the Borrower as an Unrestricted Subsidiary.          (s)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment pursuant to Section 7.05(a)(C) of the Credit Agreement based on the allowance  set forth therein.          (t)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment using any portion of the amount specified under clause (3) of Section 7.05(a)  of the Credit Agreement.                                   Schedule I-2 





 






       (u)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment pursuant to Section 7.05(b)(4) of the Credit Agreement.          (v)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment pursuant to Section 7.05(b)(8) of the Credit Agreement.          (w)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment pursuant to Section 7.05(b)(10) of the Credit Agreement.          (x)    The Borrower shall not make, or permit any Restricted Subsidiary to make any  Restricted Payment pursuant to Section 7.05(b)(17) of the Credit Agreement.                                              Schedule I-3 





 






                                                                                 ANNEX I                              CONSENT TO AMENDMENT NO. 1         CONSENT  (this “Consent”)  to  Amendment  No.  1  (the “Amendment”)  to  that  certain  Credit  Agreement, dated as of November 13, 2019, by and among NEW PACE, LLC, a Delaware limited liability  company (which on such date was succeeded by Accel Entertainment LLC, a Delaware limited liability  company,  to  continue  as  the  “Borrower”  thereto  on  and  after  such  date),  Accel  Entertainment,  Inc.,  a  Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders”), Capital  One, National Association, as administrative agent, and the other parties party thereto (as amended, restated,  replaced, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit  Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned  to such terms in the Credit Agreement or the Amendment, as applicable.         IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered  by a duly authorized officer.   Amendment No. 1 Consenting Lenders (check one or more boxes as appropriate):           □        The undersigned Revolving Lender hereby irrevocably and unconditionally approves and                  consents to each of the amendments set forth in the Amendment with respect to all of its                  Loans and Commitments.          □        The  undersigned  Closing  Date  Term  Loan  Lender  hereby  irrevocably  and                  unconditionally  approves  and  consents  to  each  of  the  amendments set forth in the                  Amendment with respect to all of its Loans and Commitments.          □        The undersigned Additional Term Loan Lender hereby irrevocably and unconditionally                  approves  and  consents  to  each  of the  amendments  set  forth  in  the  Amendment  with                  respect to all of its Loans and Commitments.                                                                                          ,                                    as a Lender                                     By:                                    Name:                                     Title:                                      [By:                                    Name:                                     Title:]1                                                             1 If a second signatory is necessary.                             [Signature Page to Consent to Amendment No. 1]