Exhibit 10.1
AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of August __, 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, as amended by Amendment No. 1 thereto dated as of June 22, 2007 (as so
amended, 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. Section 7.06(a)(xiii) of the Credit Agreement is hereby
amended by substituting "$30,000,000" in place of "$10,000,000" therein.
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.
5
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 "Second 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.
6
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.
7
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:_________________________________
Name:_______________________________
Title:______________________________
BORROWER: GLOBAL CASH ACCESS, INC.
By:________________________________
Name:______________________________
Title:_____________________________
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By:________________________________
Name:______________________________
Title:_____________________________
8