Second Amendment to Credit Agreement, dated as of May 17, 2018, by and among Everi Payments Inc., Everi Holdings Inc., Everi Games Holding Inc., Everi Games Inc., Everi Interactive LLC, Central Credit, LLC and GCA MTL, LLC, the lenders signatory thereto and Jefferies Finance LLC, as administrative agent

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of May 17, 2018, among EVERI PAYMENTS INC., a Delaware corporation (the “Borrower”), EVERI HOLDINGS INC., a Delaware corporation (the “Parent”), EVERI GAMES HOLDING INC., EVERI GAMES INC., EVERI INTERACTIVE LLC, CENTRAL CREDIT, LLC AND GCA MTL, LLC, as guarantors (together with the Borrower and the Parent, the “Loan Parties”), the Lenders (as defined in the Credit Agreement referred to below) party hereto and Jefferies Finance LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Second Amendment).

W I T N E S S E T H:

WHEREAS, the Parent, the Borrower, the Lenders, the Administrative Agent and the Collateral Agent are parties to that certain Credit Agreement, dated as of May 9, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Parent, the Borrower, the Lenders, the Administrative Agent and the Collateral Agent desire to amend the Credit Agreement to decrease the Applicable Rate applicable to the Term B Facility and to make certain other changes to the Credit Agreement, in each case, as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

I.Amendments to Credit Agreement.

A.Clause (a) of the definition of “Applicable Rate” or “Applicable Commitment Fee Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) with respect to the Term B Facility, (i)(A) prior to the Second Amendment Effective Date, 3.50% in the case of Eurodollar Rate Loans and (B) from and after the Second Amendment Effective Date, 3.00% in the case of Eurodollar Rate Loans and (ii)(A) prior to the Second Amendment Effective Date, 2.50% in the case of Base Rate Loans and (B) from and after the Second Amendment Effective Date, 2.00% in the case of Base Rate Loans,”.

B.Section 1.01 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:

“‘Second Amendment’ means the Second Amendment to Credit Agreement, dated as of May 17, 2018, by and among the Loan Parties, the Lenders party thereto and the Administrative Agent.”

“‘Second Amendment Effective Date’ has the meaning specified in the Second Amendment.”

C.Sections 2.05(a) and 11.13(e) of the Credit Agreement are hereby amended by deleting the text “either (a) on or prior to the six-month anniversary of the Closing Date or (b) after the First Amendment Effective Date and on or prior to the six-month anniversary of the First Amendment Effective Date, in either case” appearing therein and inserting the text “either (a) after the First Amendment Effective Date and on or prior to the six-month anniversary of the First Amendment Effective Date or (b) after the Second

Amendment Effective Date and on or prior to the six-month anniversary of the Second Amendment Effective Date, in either case,” in lieu thereof.

II.Miscellaneous Provisions.

A.In order to induce the undersigned Lenders to enter into this Second Amendment, each of the Parent and the Borrower hereby represents and warrants that:

1.no Default or Event of Default exists on the Second Amendment Effective Date or would result from this Second Amendment becoming effective in accordance with its terms; and

2.all of the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects on and as of the Second Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date).

B.This Second Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

C.This Second Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Second Amendment by e-mail transmission shall be equally as effective as delivery of an original executed counterpart of this Second Amendment.  A complete set of counterparts of this Second Amendment shall be lodged with Borrower and the Administrative Agent.

D.The terms of Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.  

E.This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when:

1.the Administrative Agent shall have received duly executed and delivered counterparts hereof from each Loan Party and the Administrative Agent, and each of the Required Lenders (determined immediately prior to giving effect to this Second Amendment) and each Term B Lender (including each replacement Term B Lender that replaces a Non-Consenting Lender pursuant to Section 11.13 of the Credit Agreement) shall have submitted an executed signature page to ***@***;

2.the Borrower shall have paid all fees and expenses required to be paid to the Administrative Agent, the Lead Arranger and the Lenders on or before the Second Amendment Effective Date (including, without limitation, reasonable and documented fees and expenses of one outside counsel);

-2-

3.the Administrative Agent shall have received from the Borrower payment of all accrued but unpaid interest through but not including the Second Amendment Effective Date with respect to the Term B Facility; and

4.the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying on behalf of the Parent and the Borrower that (a) the representations and warranties made by the Parent and the Borrower in Section II. A. above are true and correct on and as of the Second Amendment Effective Date and (b) the conditions precedent in this Section II. E. have been satisfied.

F.Each Loan Party has read this Second Amendment and consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, binding, and enforceable in accordance with its terms, and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.

G.From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby on the Second Amendment Effective Date.

[The remainder of this page is intentionally left blank.]

-3-

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.

[Signature Page to Second Amendment to Credit Agreement]

[Signature Page to Second Amendment to Credit Agreement]