AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1, dated as of June 22, 2007 (this “Amendment”) among GLOBAL CASH ACCESS
HOLDINGS, INC., a Delaware corporation (“Holdings”), GLOBAL CASH ACCESS, INC., a Delaware
corporation (the “Borrower”), and BANK OF AMERICA, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”).
WHEREAS, Holdings, the Borrower, the banks and other financial institutions from time to time
party hereto (the “Lenders”), Bank of America, N.A., as Swing Line Lender and as L/C
Issuer, and the Administrative Agent are parties to a Second Amended and Restated Credit Agreement
dated as of November 1, 2006 (the “Credit Agreement”).
WHEREAS, Holdings and the Borrower have requested that the Lenders agree to certain amendments
to the Credit Agreement, and each of the Lenders signatory hereto, which Lenders collectively
constitute the Required Lenders referred to in the Credit Agreement, have agreed, subject to the
terms and conditions set forth herein, to amend the Credit Agreement as herein provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the Credit
Agreement unless otherwise defined herein.
2. Amendment. The Credit Agreement is hereby amended as follows:
(a) Clause (ii) of the definition of the term “Consolidated EBITDA” in Section 1.01 of the
Credit Agreement is hereby amended by adding “and (E) noncash stock compensation expense”
immediately prior to the end thereof.
(b) The definition of the term “Excess Cash Flow” in Section 1.01 of the Credit Agreement is
hereby amended by adding the following proviso immediately prior to the end thereof: “;
provided, however, that for purposes of calculating Excess Cash Flow under
Restricted Payments provisions of Section 7.07(ii)(C), clauses (ix) and (x) above shall be
disregarded (i.e., no reductions shall be made for optional prepayments of Term A Loans or
permanent commitment reductions under the Revolving Credit Commitments or Swing Line Commitment)”.
(c) The definition of the term “Investment” in Section 1.01 of the Credit Agreement is
hereby amended by adding the following proviso immediately prior to the end thereof: “;
provided, however, that for purposes of Section 7.06, Investment shall not
include any
repurchase or redemption by any Group Company of shares of its capital stock or equity
interests to the extent otherwise permitted by this Agreement.
(d) Line C of section II of Schedule 2 to Exhibit D of the Credit Agreement is hereby amended
by deleting the introductory phase “Borrower’s provisions for” and replacing it with the phrase
“Borrower’s cash payments of”.
3. Representations and Warranties. Each of Holdings and the Borrower represents and
warrants to the Administrative Agent and the Lenders that, on and as of the date hereof, and after
giving effect to this Amendment:
3.1 Authorization. The execution, delivery and performance by each of Holdings and
the Borrower of this Amendment has been duly authorized by all necessary action, and this Amendment
has been duly executed and delivered by each of Holdings and the Borrower.
3.2 Binding Obligation. This Amendment constitutes the legal, valid and binding
obligation of each of Holdings and the Borrower, enforceable in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally and by principles of equity.
3.3 No Legal Obstacle to Amendment. The execution, delivery and performance of this
Amendment will not (a) contravene the Organization Documents of Holdings or the Borrower; (b)
contravene any contractual restriction binding on or affecting Holdings or the Borrower or any of
their property; (c) contravene any court decree, order or Law binding on or affecting Holdings or
the Borrower; or (d) result in, or require the creation or imposition of, any Lien on any of
Holdings or the Borrower’s properties. Except as have been obtained prior to the date hereof, no
authorization or approval of any governmental authority is required to permit the execution,
delivery or performance by Holdings or the Borrower of this Amendment, or the transactions
contemplated hereby.
3.4 Incorporation of Certain Representations. After giving effect to the terms of
this Amendment, the representations and warranties set forth in Article V of the Credit Agreement
are true and correct in all respects on and as of the date hereof as though made on and as of the
date hereof, except as to such representations made as of an earlier specified date.
3.5 Default. No Default or Event of Default under the Credit Agreement has occurred
and is continuing.
4. Conditions, Effectiveness.
4.1 Conditions. This Amendment shall become effective as of the date first written
above (the “First Amendment Effective Date”) upon satisfaction of each of the following
conditions:
(a) The Administrative Agent shall have received a Consent of Lender in the form of Exhibit B
executed by the Required Lenders.
(b) The Administrative Agent shall have received an affirmation letter substantially in the
form of Exhibit A from each of the Guarantors.
(c) The Administrative Agent shall have received payment of all fees and expenses payable to
it and its counsel in connection with this Amendment.
5. Miscellaneous.
5.1 Effectiveness of the Credit Agreement and the Notes. Except as hereby expressly
amended, the Credit Agreement and the Notes shall each remain in full force and effect, and are
hereby ratified and confirmed in all respects on and as of the date hereof.
5.2 Waivers. This Amendment is limited solely to the matters expressly set forth
herein and is specific in time and in intent and does not constitute, nor should it be construed
as, a waiver or amendment of any other term or condition, right, power or privilege under the
Credit Agreement or under any agreement, contract, indenture, document or instrument mentioned
therein; nor does it preclude or prejudice any rights of the Administrative Agent or the Lenders
thereunder, or any exercise thereof or the exercise of any other right, power or privilege, nor
shall it require the Required Lenders to agree to an amendment, waiver or consent for a similar
transaction or on a future occasion, nor shall any future waiver of any right, power, privilege or
default hereunder, or under any agreement, contract, indenture, document or instrument mentioned in
the Credit Agreement, constitute a waiver of any other right, power, privilege or default of the
same or of any other term or provision.
5.3 Counterparts. This Amendment may be executed in any number of counterparts, and
all of such counterparts taken together shall be deemed to constitute one and the same instrument.
5.4 Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of New York.
IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.
| HOLDINGS: | GLOBAL CASH ACCESS HOLDINGS, INC. | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| BORROWER: | GLOBAL CASH ACCESS, INC. | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | |||
| as Administrative Agent | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
