REGISTRATION RIGHTS AGREEMENT by and among Global Cash Access, L.L.C., Global Cash Access Finance Corporation, The Guarantors named herein and Banc of America Securities LLC Dated as of March 10, 2004Registration Rights Agreement • July 8th, 2004 • Central Credit, LLC • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 4, 2004 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the Holders (as defined below) from time to time of the Securities (including the Initial Purchaser). In order to induce the Initial Purchaser to purchase the Initial Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(i) of the Purchase Agreement.
SECOND AMENDMENT TO RESTRUCTURING AGREEMENTRestructuring Agreement • July 8th, 2004 • Central Credit, LLC • New York
THIS SECOND AMENDMENT TO RESTRUCTURING AGREEMENT (“Second Amendment”) is made this 20th day of February 2004, and amends the Restructuring Agreement dated as of December 10, 2003 as amended as of January 20, 2004 (“Restructuring Agreement”), by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, Global Cash Access, L.L.C., a Delaware limited liability company, and GCA Holdings, L.L.C., a Delaware limited liability company (“GCA Holdings”).
CREDIT AGREEMENT dated as of March 10, 2004 among GCA HOLDINGS, L.L.C., GLOBAL CASH ACCESS, L.L.C., THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line LenderCredit Agreement • July 8th, 2004 • Central Credit, LLC • New York
This Credit Agreement is entered into as of March 10, 2004 and is among GCA HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENTSponsorship Agreement • July 8th, 2004 • Central Credit, LLC • Colorado
THIS AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENT (“Agreement”) is made this 12th day of NOVEMBER 2002 (“Effective Date”), by and between Global Cash Access, L.L.C. (“Company”), a Delaware limited liability company, with its principal place of business located at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120, and Western Union Bank (“Bank”), an industrial bank organized under the laws of the State of Colorado with its principal place of business located at 6200 South Quebec Street, Greenwood Village, CO 80111, with reference to the following:
LIMITED LIABILITY COMPANY AGREEMENT OF QUIKPLAY, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) is made and entered into as of the 6th day of December, 2000, among QuikPlay, LLC, a Delaware limited liability company (the “Company”), Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”), and IGT, a Nevada corporation (“IGT”) (GCA and IGT are hereinafter sometimes collectively referred to as the “Members” and individually as “Member”).
GCA HOLDINGS, INC. INVESTOR RIGHTS AGREEMENTRights Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS AGREEMENT is made as of May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”).
Global Cash Access, L.L.C., Global Cash Access Finance Corporation and The Guarantors named herein 8 3/4% Senior Subordinated Notes due 2012 Purchase Agreement dated March 4, 2004 Banc of America Securities LLCPurchase Agreement • July 8th, 2004 • Central Credit, LLC • New York
SPONSORSHIP INDEMNIFICATION AGREEMENTSponsorship Indemnification Agreement • July 8th, 2004 • Central Credit, LLC • New York
This Sponsorship Indemnification Agreement (this “Agreement”), dated as of March 10, 2004 is by and between Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”) and First Data Corporation, a Delaware corporation (“FDC”).
PLEDGE AGREEMENT dated as of March 10, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Collateral AgentPledge Agreement • July 8th, 2004 • Central Credit, LLC • New York
PLEDGE AGREEMENT dated as of March 10, 2004 among the LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent for the Finance Parties referred to herein.
PATENT LICENSE AGREEMENTPatent License Agreement • July 8th, 2004 • Central Credit, LLC • California
This Patent License Agreement (this “Agreement”) is made as of the Effective Time (as defined below) by and between USA Payments, a Nevada corporation having its principal place of business at 2350 Mission College Blvd, Suite 200, Santa Clara, California 95054 (“Licensor”), and Global Cash Access, L.L.C., a Delaware limited liability company having its principal place of business at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120 (“Licensee”).
MEMBERSHIP UNIT PURCHASE AGREEMENTMembership Unit Purchase Agreement • July 8th, 2004 • Central Credit, LLC • New York
THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into as of March 10, 2004, by and among Bank of America Corporation, a Delaware corporation (“Purchaser”), M&C International, a Nevada Corporation (“Seller”), and GCA Holdings, LLC, a Delaware limited liability company (“the Company”).
THIRD AMENDMENT TO RESTRUCTURING AGREEMENTRestructuring Agreement • July 8th, 2004 • Central Credit, LLC
THIS THIRD AMENDMENT TO RESTRUCTURING AGREEMENT (“Third Amendment”) is made this 3rd day of March 2004, and amends the Restructuring Agreement dated as of December 10, 2003 as amended as of January 20, 2004 and February 20, 2004 (“Restructuring Agreement”), by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, Global Cash Access, L.L.C., a Delaware limited liability company, and GCA Holdings, L.L.C., a Delaware limited liability company (“GCA Holdings”).
AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTAnd Restated Software License Agreement • July 8th, 2004 • Central Credit, LLC • California
This Amended and Restated Software License Agreement (this “Agreement”), dated as of the Effective Time (as defined below), is between Infonox on the Web, a California corporation (“Infonox”) and Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”).
GCA HOLDINGS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2004, by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), each of the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”), M&C International, a Nevada corporation (the “Founding Stockholder”) and each of the Persons listed on the Schedule of Other Stockholders attached hereto (each, an “Other Stockholder” and collectively, the “Other Stockholders”). The Investors, the Founding Stockholder and the Other Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise provided herein, capitalized terms used herein are defined in paragraph 15 hereof.
GCA HOLDINGS, INC. NONCOMPETE AGREEMENTNoncompete Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS AGREEMENT is made as of May 14, 2004, between GCA Holdings, Inc., a Delaware corporation (the “Company”), and Kirk Sanford (“Exfsecutive”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • July 8th, 2004 • Central Credit, LLC • California
This Professional Services Agreement (this “Agreement”), dated as of the Effective Time (as defined below), is by and between Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”) and Infonox on the Web, a California corporation (“Infonox”).
ASSUMPTION AGREEMENTAssumption Agreement • July 8th, 2004 • Central Credit, LLC
This Assumption Agreement (this “Assumption Agreement”) is made as of June 7, 2004 by GLOBAL CASH ACCESS, INC., a Delaware corporation (formerly known as Global Cash Access, L.L.C., a Delaware limited liability company), in favor of the Administrative Agent, the Collateral Agent and the Lenders referred to below pursuant to the Credit Agreement (as amended by Amendment No. 1 thereto, dated as of April 27, 2004, and as may be further amended, supplemented and modified from time to time, the “Credit Agreement”, the capitalized terms not defined herein shall have the meanings ascribed to them in the Credit Agreement), dated as of March 10, 2004, among GCA Holdings, L.L.C., a Delaware limited liability company (“Holdings”), Global Cash Access, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”
SPONSORSHIP AGREEMENTSponsorship Agreement • July 8th, 2004 • Central Credit, LLC • California
This Sponsorship Agreement (“Agreement”) dated as of November , 1999 is entered into by and between BA Merchant Services, Inc., a Delaware corporation, with its principal office located at One South Van Ness, San Francisco, California 94103 (“BAMS”) and Global Cash Access, L.L.C., a Delaware limited liability company, with its principal office located at 105 East Reno, Suite 11, Las Vegas, NV 89119 (“GCA”).
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into on May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”) as contemplated in the Securities Purchase Agreement (as defined below), M&C International, a Nevada corporation (the “Seller”), Bank of America Corporation, a Delaware corporation (“BofA”), Karim Mastkatiya and Robert Cucinotta (each, a “Founder” and collectively, the “Founders”), the Persons listed on the Schedule of Assignors attached hereto (each, an “Assignor” and collectively, the “Assignors”) and the Persons listed on the Schedule of Assignees attached hereto (each, an “Assignee” and collectively, the “Assignees”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
SECURITY AGREEMENT dated as of March 10, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • July 8th, 2004 • Central Credit, LLC • New York
SECURITY AGREEMENT dated as of March 10, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) among the Loan Parties from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent for the benefit of the Finance Parties referred to herein.
STANDARD FORM OF LEASE Short Form Gateway Business Park Las Vegas, NevadaLease Agreement • July 8th, 2004 • Central Credit, LLC • Nevada
THIS LEASE AGREEMENT (the “Lease”) is dated the 8th day of March 2000, by and between the hereinafter specified Landlord and Tenant.
GCA HOLDINGS, INC. REGISTRATION AGREEMENTRegistration Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS AGREEMENT is made as of May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”), M&C International, a Nevada corporation (“M&C”), and Bank of America Corporation, a Delaware corporation (“BofA,” and together with M&C, the “Other Stockholders”).
AMENDED AND RESTATED AGREEMENT FOR ELECTRONIC PAYMENT PROCESSINGAgreement for Electronic Payment Processing • July 8th, 2004 • Central Credit, LLC • Nevada
This AMENDED AND RESTATED AGREEMENT FOR ELECTRONIC PAYMENT PROCESSING (this “Agreement”) is made and entered into effective as of the Effective Time (as defined below), by and between USA Payments, a Nevada corporation (“USA”), USA Payment Systems, a Nevada corporation (“Subcontractor”) and Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”).
GLOBAL CASH ACCESS, L.L.C. and GLOBAL CASH ACCESS FINANCE CORPORATION, as Issuers, CCI ACQUISITION, LLC and CENTRAL CREDIT, LLC, as Subsidiary Guarantors, and THE BANK OF NEW YORK, as TrusteeIndenture • July 8th, 2004 • Central Credit, LLC • New York
INDENTURE dated as of March 10, 2004 among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Co-Obligors”), the Subsidiary Guarantors (as defined below) and The Bank of New York, a New York banking corporation, as Trustee.
May 13, 2004Letter Agreement • July 8th, 2004 • Central Credit, LLC
WHEREAS, this letter agreement (“Letter Agreement”) will serve to confirm certain understandings between and among Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”), on the one hand, and each of USA Payments, a Nevada corporation (“USA Payments”), USA Payment Systems, a Nevada corporation (“USA Payment Systems”), and Infonox on the Web, a California corporation (“Infonox”), on the other hand, with reference to the following agreements: (i) the Patent License Agreement effective as of March 10, 2004, between USA Payments and GCA (the “Patent License”), (ii) the Amended and Restated Agreement for Electronic Payment Processing effective as of March 10, 2004, between and among USA Payments, USA Payment Systems and GCA (the “Processing Agreement”), (iii) the Professional Services Agreement effective as of March 10, 2004, between Infonox and GCA (the “Hosting and Services Agreement”), and (iv) the Software License Agreement effective as of March 10, 2004, between Infon
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTAssumption Agreement • July 8th, 2004 • Central Credit, LLC • New York
AMENDMENT NO. 1, dated as of April 27, 2004 (this “Amendment”) among GCA HOLDINGS, L.L.C., a Delaware limited liability company that shall, as of the Amendment and Assumption Effective Date referred to below, be converted into a Delaware corporation named GCA HOLDINGS, INC. (“Holdings”), GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENTRestructuring Agreement • July 8th, 2004 • Central Credit, LLC
THIS FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT (“First Amendment”) is made this 20th day of January 2004, and amends the Restructuring Agreement dated as of December 10, 2003 (“Restructuring Agreement”) by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, and Global Cash Access, L.L.C., a Delaware limited liability company.
ContractMembership Unit Redemption Agreement • July 8th, 2004 • Central Credit, LLC • New York
THIS MEMBERSHIP UNIT REDEMPTION AGREEMENT is made and entered into as of March 10, 2004 (this “Agreement”) by and among GCA Holdings, L.L.C., a Delaware limited liability company, a Delaware limited liability company (“GCA”) and FDFS Holdings, LLC, a Delaware limited liability company (“FDFS”).
GUARANTY dated as of March 10, 2004 among GCA HOLDINGS, L.L.C., THE GUARANTORS FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Administrative AgentCentral Credit, LLC • July 8th, 2004 • New York
GUARANTY dated as of March 10, 2004 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among the Guarantors from time to time party hereto and Bank of America, N.A., as Administrative Agent for the benefit of the Finance Parties referred to herein.
RESTRUCTURING AGREEMENT dated as of December 10, 2003 among FDFS HOLDINGS, LLC, FIRST DATA CORPORATION, M&C INTERNATIONAL, KARIM MASKATIYA, ROBERT CUCINOTTA, and GLOBAL CASH ACCESS, L.L.C.Restructuring Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS RESTRUCTURING AGREEMENT is made and entered into as of December 10, 2003 (this “Agreement”), by and among M&C International, a Nevada corporation (“M&C”), FDFS Holdings, LLC, a Delaware limited liability company (“FDFS”), First Data Corporation, a Delaware corporation (“FDC”), Karim Maskatiya, Robert Cucinotta, and Global Cash Access, LLC, a Delaware limited liability company (the “Company”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENT BY AND AMONG GCA HOLDINGS, L.L.C. THE PURCHASERS NAMED HEREIN M & C INTERNATIONAL BANK OF AMERICA CORPORATION AND THE OTHER PERSONS NAMED HEREIN April 21, 2004Securities Purchase and Exchange Agreement • July 8th, 2004 • Central Credit, LLC • Delaware
THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2004, by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. as contemplated herein (the “Company”), the Persons listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”), M&C International, a Nevada corporation (the “Seller”), Bank of America Corporation, a Delaware corporation (“BofA”), and, for purposes of Section 8 hereof and as otherwise expressly set forth herein, Karim Maskatiya and Robert Cucinotta (each, a “Founder” and collectively, the “Founders”). The Company, the Purchasers, the Seller and the Founders are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in Section 9 below.
