SUPPLEMENTAL INDENTURE
Exhibit 4.6
This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 25,
2005, is by and among Global Cash Access, Inc., a Delaware corporation and successor to Global Cash
Access, L.L.C., a Delaware limited liability company (the “Company”), GCA Access Card,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Guaranteeing
Subsidiary”), Central Credit, LLC, a Delaware limited liability company, as the sole current
Subsidiary Guarantor (as defined in the Indenture referred to herein) and The Bank of New York
Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
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, have heretofore executed and delivered to The
Bank of New York, the predecessor in interest to the Trustee, an indenture (the
“Indenture”), dated as of March 10, 2004 providing for the issuance of an aggregate
principal amount of $235 million of 8 3/4% Senior Subordinated Notes due 2012
(the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary 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, the Guaranteeing Subsidiary 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. The Guaranteeing Subsidiary hereby agrees as follows:
(a) Along with all other 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 applicable grace period provided in the Indenture), and
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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, the
Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately.
(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, the Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other similar official
acting in relation to either the Company 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) The Guaranteeing Subsidiary 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 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 the Subsidiary Guarantors for the purpose of this Guarantee.
(h) Pursuant to Section 11.03 of the Indenture, the obligations of the Guaranteeing Subsidiary
pursuant to its Guarantee shall be limited to the maximum amount
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which, after giving effect to any and all other contingent and fixed liabilities of the
Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law 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
the Guaranteeing Subsidiary under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.
3. Subordination. The Obligations of the Guaranteeing Subsidiary 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 the Guaranteeing Subsidiary) of the
Guaranteeing Subsidiary 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 the Guaranteeing Subsidiary 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. Each Guaranteeing Subsidiary agrees that the Guarantees
shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.
5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.
Except as otherwise provided in Section 11.05 of the Indenture, a Subsidiary Guarantor may not
consolidate with or merge with or into any other Person or convey, sell, assign, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to any other Person
(other than the Company or another Subsidiary Guarantor) unless:
(a) subject to the provisions of the following paragraph, the Person formed by or surviving
such consolidation or merger (if other than such Subsidiary Guarantor) or to which such properties
and assets are transferred assumes all of the obligations of such Subsidiary Guarantor under this
Indenture and its Guarantee, pursuant to a supplemental indenture in form and substance
satisfactory to the Trustee;
(b) immediately after giving effect to such transaction, no Default or Event of Default has
occurred and is continuing; and
(c) the Subsidiary Guarantor delivers, or causes to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such transaction complies with the requirements of this Indenture.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of the properties or
assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or
substantially all
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of the properties and assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.
In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably
satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of the Indenture to be performed by a
Subsidiary Guarantor, such successor Person shall succeed to and be substituted for a Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such
successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Guarantees had been issued at the
date of the execution hereof.
6. Releases.
(a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and
discharged from all of its obligations under its Guarantee without any further action on the part
of the Trustee or any Holder of the Notes upon a sale or other disposition to a Person not an
Affiliate of the Company of all of the Capital Stock of, or all or substantially all of the assets
of, such Subsidiary Guarantor, by way of merger, consolidation or otherwise, which transaction is
carried out in accordance with Section 4.10 of the Indenture; provided that any such termination
shall occur (x) only to the extent that all obligations of such Subsidiary Guarantor under all of
its guarantees of, and under all of its pledges of assets or other security interests which secure,
any Indebtedness of the Company shall also terminate upon such sale, disposition or release and (y)
only if the Trustee is furnished with written notice of such release together with an Officers’
Certificate from such Subsidiary Guarantor to the effect that all of the conditions to release in
this Section 6 have been satisfied.
(b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and for the other
obligations of any Subsidiary Guarantor under the Indenture as provided in Article Eleven of the
Indenture.
7. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or the Subsidiary Guarantors under the Notes, this Indenture, the
Guarantees 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.
8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF
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CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.
9. 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.
10. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
11. 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 the Guaranteeing Subsidiary and
the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
Dated: July 25, 2005 |
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| GCA ACCESS CARD, INC. | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx Title: President and Chief Executive Officer |
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| GLOBAL CASH ACCESS, INC. | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx Title: President and Chief Executive Officer |
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| CENTRAL CREDIT, LLC | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx Title: President and Chief Executive Officer |
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| THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE |
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| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: Xxxxxxx Xxxxx Title: Vice President |
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