SUPPLEMENTAL INDENTURE
Exhibit 4.5
This Supplemental Indenture (this “Supplemental Indenture”), which shall become
effective immediately upon the consummation of the initial public offering of equity securities of
Global Cash Access Holdings, Inc., a Delaware corporation (“Holdings”), is by and among
Holdings, Global Cash Access, Inc., a Delaware corporation and successor to Global Cash Access,
L.L.C., a Delaware limited liability company (the “Company”), Central Credit, LLC, a
Delaware limited liability company, (“Central Credit”), GCA Access Card, Inc., a Delaware
corporation (“GCA Access Card”) and The Bank of New York Trust Company, N.A., as trustee
under the Indenture referred to below (the “Trustee”). Central Credit and GCA Access Card
are parties hereto as the Subsidiary Guarantors (as defined in the Indenture referred to herein).
W I T N E S S E T H
WHEREAS, the Company and Global Cash Access Finance Corporation, a Delaware corporation that
was subsequently merged with and into the Company, has heretofore executed and delivered to The
Bank of New York, the predecessor in interest to the Trustee, an indenture, dated as of March 10,
2004 and amended, modified and supplemented by that certain Supplemental Indenture dated as of July
25, 2005 (collectively, the “Indenture”), providing for the issuance of an aggregate
principal amount of $235 million of 8 3/4% Senior Subordinated Notes due 2012
(the “Notes”);
WHEREAS, Holdings holds 100% of the outstanding equity interests in the Company and Holdings
desires to execute and deliver to the Trustee a supplemental indenture pursuant to which Holdings
shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture
on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Holdings and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Holdings hereby agrees as follows:
(a) Along with all Subsidiary Guarantors, to jointly and severally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that:
(i) the principal of and interest on the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, if lawful (subject in all cases to any
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applicable grace period provided in the Indenture), and all other obligations of the Company
to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and
(ii) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, Holdings and the Subsidiary Guarantors shall be jointly and severally obligated to pay the
same immediately. Holdings agrees that this is a guarantee of payment and not a guarantee of
collection.
(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge or defense of a
guarantor.
(c) Subject to Section 6.06 of the Indenture, the following are hereby waived: diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever.
(d) This Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes and the Indenture.
(e) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, Holdings, the Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other
similar official acting in relation to either the Company, Holdings or the Subsidiary Guarantors,
any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.
(f) Holdings shall not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed
hereby.
(g) As between Holdings and the Subsidiary Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six of the Indenture, such obligations (whether or not due
and payable) shall forthwith become due and payable by Holdings and the Subsidiary Guarantors for
the purpose of this Guarantee.
(h) The obligations of Holdings pursuant to its Guarantee shall be limited to the maximum
amount which, after giving effect to any and all other contingent and fixed
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liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws,
and after giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any Subsidiary Guarantor in respect of the obligations of such Subsidiary
Guarantor under Article Eleven of the Indenture, will result in the obligations of Holdings under
its Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.
3. Subordination. The Obligations of Holdings under its Guarantee pursuant to this
Supplemental Indenture shall be junior and subordinated to the Senior Indebtedness (as defined in
the Indenture, except that all references in such definition to “Co-Obligors” shall be deemed for
purposes of this Section to be references to “Holdings”) of Holdings on the same basis as the Notes
are junior and subordinated to the Senior Indebtedness of the Company, as described in Article Ten
of the Indenture. For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by Holdings only at such time as they may receive
and/or retain payments in respect of the Notes pursuant to the Indenture, including Article Ten
thereof.
4. Execution and Delivery. Holdings agrees that its Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
5. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of Holdings, as such, shall have any liability for any obligations of Holdings under
the Notes, the Indenture (as amended, modified and supplemented from time to time), the Guarantee
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.
6. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.
9. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by Holdings and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, to become effective as provided above.
Dated: _______ __, 2005
| GLOBAL CASH ACCESS HOLDINGS, INC. | ||||
| By: | ||||
| Name: Xxxx Xxxxxxx | ||||
| Title: President and Chief Executive Officer | ||||
| GLOBAL CASH ACCESS, INC. | ||||
| By: | ||||
| Name: Xxxx Xxxxxxx | ||||
| Title: President and Chief Executive Officer | ||||
| CENTRAL CREDIT, LLC | ||||
| By: | ||||
| Name: Xxxx Xxxxxxx | ||||
| Title: President and Chief Executive Officer | ||||
| GCA ACCESS CARD, INC. | ||||
| By: | ||||
| Name: Xxxx Xxxxxxx | ||||
| Title: President and Chief Executive Officer | ||||
| THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
GUARANTEE
For value received, Global Cash Access Holdings, Inc., a Delaware corporation
(“Holdings”) has, jointly and severally with each Subsidiary Guarantor (as defined in the
Indenture, which term includes any successor person under the Indenture), fully and unconditionally
and irrevocably guaranteed, to the extent set forth in the Indenture and subject to the provisions
in the Indenture dated as of March 10, 2004, as amended, modified and supplemented by that certain
Supplemental Indenture dated as of July 25, 2005 and that certain Supplemental Indenture to become
effective upon the consummation of the initial public offering of Holdings’ equity securities
(collectively, the “Indenture”), among Holdings, Global Cash Access, Inc., a Delaware
corporation and successor to Global Cash Access, L.L.C., a Delaware limited liability company (the
“Company”), the Subsidiary Guarantors (as defined in the Indenture), and The Bank of New
York Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether
at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on
overdue principal and premium, and, to the extent permitted by law, interest, and the due and
punctual performance of all other obligations of the Company to the Holders (as defined in the
Indenture) or the Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of Holdings
to the Holders of Notes and to the Trustee pursuant to this Guarantee are expressly set forth in
the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.
The Indebtedness evidenced by this Guarantee is, to the extent and in the manner provided in the
Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in the Indenture, except that all references in such definition to
“Co-Obligors” shall be deemed to be references to “Holdings”) of Holdings, whether outstanding on
the date of the Indenture or thereafter, and this Guarantee is issued subject to such provisions.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the Indenture, and (c)
appoints the Trustee as attorney-in-fact of such Holder for such purpose; provided that the
Indebtedness evidenced by this Guarantee shall cease to be so subordinated and subject in right of
payment upon any defeasance of this Note in accordance with the provisions of the Indenture. This
Guarantee shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Holdings has caused this Guarantee to be signed manually or by facsimile
by its duly authorized officers.
| GLOBAL CASH ACCESS HOLDINGS, INC. | ||||
| By: | ||||
| Xxxx Xxxxxxx, President and Chief Executive Officer | ||||
| By: | ||||
| Xxxxx Xxxxxxx, Chief Financial Officer | ||||
