CREDIT AGREEMENT Dated as of December 19, 2014 amongCredit Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 19, 2014, among GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Borrower”), GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT dated December 19, 2014 (the “Agreement”) is entered into by and among Movie Escrow, Inc., a Delaware corporation (“Escrow Issuer”) and wholly owned subsidiary of Global Cash Access, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”), as representative for the initial purchasers listed in Schedule 2 hereto (collectively, the “Initial Purchasers”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
Supplemental Indenture (this “Supplemental Indenture”) dated as of December 19, 2014 among Global Cash Access, Inc., a Delaware corporation (the “Company”) the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
SECURITY AGREEMENT dated as of December 19, 2014 among GLOBAL CASH ACCESS, INC., as Borrower THE OTHER GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • Nevada
SECURITY AGREEMENT dated as of December 19, 2014 among GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Borrower”), the other Grantors identified herein and who from time to time become a party hereto and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
GUARANTYGuaranty • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
THIS GUARANTY (as it may hereafter be amended, supplemented, modified or restated from time to time, this “Guaranty”), dated as of December 19, 2014, is executed and delivered by the Parent, each Subsidiary that is a signatory hereto and any future Restricted Subsidiary (as each of the foregoing is defined in the Credit Agreement referenced below) that executes and delivers an Amendment hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the commercial lending institutions (the “Lenders”) from time to time party to the Credit Agreement (as hereinafter defined) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (in such capacity, together with any successor appointed pursuant to Section 10.06 of the Credit Agreement, the “Administrative Agent”) for the Lenders.
SECURITY AGREEMENT dated as of December 19, 2014 among GLOBAL CASH ACCESS, INC., as Issuer THE OTHER GRANTORS IDENTIFIED HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentSecurity Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • Nevada
SECURITY AGREEMENT dated as of December 19, 2014 among GLOBAL CASH ACCESS, INC., a Delaware corporation (as successor by merger to Movie Escrow, Inc., the “Issuer”), the other Grantors identified herein and who from time to time become a party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (as defined below) (together with its successors and assigns in such capacity, the “Collateral Agent”).
PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representative of the Initial Purchasers One Bryant Park New York, New York 10036
